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HomeMy WebLinkAboutContract 55500�s`�i�4 e\� , r . i�..,. ^����4.0�- -_ —=� Execu#�an Capy �[fYf�FFdAi" C1IYSECR�i,---- CARGO CARRTER OPERAT�iG AGI�EEMEI�IT FOR FORT WORTH ALLIAI�TCE AIRPORT by and betvveen Ci#y af Fori Worth and Sun �auntry, Inc. �f��'i� - -- ���t� - i - ---..�� .-.'���n , -..,. .. � �r � i . � Execu�on Copy Tt�b�e af Cunt�nts ARTICLE 1 DEFINITIONS AND E�HIBITS .............................................................................1 1.I Basic Data ..................................................•...........................»..................,............1 1.2 Additional Definitians . .......................................................................................... 2 ARTICLE 2 LTSE OF THE AIRPORT AND RELATED �ACILITIES ....................................... � 2.1 Asrline Rights and Privileg�s ................................................................................. 4 2.2 Exclusions a�td Reservations .................................................................................. 5 ARTTCi,E 3 OPERATION AND MATN"1"�NANCE OF THE AIRP�RT ...................:............... 6 3.1 City Obligatians. s ............................................................ ..................................... b ARTICLE4 FEES AND CHARGES ............................................................................................ b 4.1 Signatflry Airline Landing Fees..........,. ...............,..........................,..........,........... 6 4.2 Special Charges ...............<.....,...., ...........,........---•..........................,_.................,... 8 4.3 Use Cor�t�ngent Upon Payraent................ ......... ................................... ............... 8 �}_4 Payment .......... ....................................................................................................... S �,5 Schedtiles anci AYrdit ...................._.......................................,.....,.....................,.,.,. �3 �4.6 Security Deposit ........................................................ ....................... ...................< 9 ARTICLE5 A��ILIATES ......................................................... ................................................ i0 5.1 Airline's Designation afAffiliates ................o,,,. ........,.........,.o........,.....,.............1Q 5.2 Applicability of Agreemeni ta Affiliates. ......� ..................................................... 11 5.3 Termination of 5tatus o�Affi�iate .............00.................,.......... ............................ � 1 ARTICLE 6 INDEMNIFICATION AND IIV�URANCE ...................<....................,,..,,............. I 1 b.l Indemnification ..... ..... ....................... o..............._..,,.., .............,..,...,...........,,.... I 1 6.2 Insurance .. ................... .......................... ........................ ....................... .......... E2 6.3 Forms of �nsurance Coverage . .............................................................................14 ARTICLE 7 COMPLIANCE WITH LAWS ................................... ........................................... I4 7.1 General Laws......,.....�.�...........> ............................................................................ I� 7.2 Airpnrt Ru�es and Ragulations ....... .................... ...................,...................,, , t 5 7.3 Licenses, Certif�cates and Authorizations...... „ ...... .................... .....................= 1� 7.4 Wage Hnur Laws . ............................. ... ................................... .......................... i� ARTICLE 8 CNIL RiGHTS AND AFFIRMATiVE ACTION ................................................. t� S.1 G�neral Civit Rights Pravisions ........................................................................... 1� 8.2 Compliance with Nondiscriminatian Requirements .................>.....•.••,-•--••••..-..>.• 1 S � TABLE OF COI�TENTS (cQntinued) Page 83 Title VI Clauses for Transfer of Real Property Acq�ired or Improved Under the Airport Improvement Pragram .....................................................>.,,... I7 8.�4 Clauses for Construction/UselAcce�s to Real Property Acquired Undcr the Aati�ity, Facility or Progra�n . .............................................................................. � 7 S.5 Titie VI List af Fertinent Nor�discrimination Acts and A�tharities .............�....,.. t7 8_6 Svbordination to Agreements r�vith t�e United States . ......................................... I�3 8.7 No Exciusive Rights . ........................................................................................... I'�l 8.8 Right to Dev�lop Airpo�t . .................................................................................... f 9 89 Right o�Flight ...........................................................................»..,,.,.,...,.............. t9 8.10 14 C.P.R. Part 77, Obstructions in Navigable Airspace . ....................>,................ i 9 8. i 1 War ar Natianal Emer�enay . ...............................................F,...,,...........,............. 19 8.12 No Interferenoe wiEh Airport Operations . ................................... ........ .............. �U 8.13 5EC Rule 1Sc2-12-• .............................................................................................. �U 8.14 Americans with DisabiIities Act ("ADA") . ......................................................... 2q ARTTCLE 9 AIRLINE DEFAULT AND TERMINATTON BY CITY ......................................20 9.1. Airline Default . .......................................................... ........................................ 20 9.2 City's Remedies .....................................................�---. .,.............>........................ �2 9.3 Terminativn ................................................................ ..................................»..... �� 9.4 The City's Right to Perform . ..................................... ........................................ 2� 9.S Airline's Rights Related to Terminatio�a ................,,.........................,,................. 23 9.6 Ban(cruptcy.. ..................................................................�-------_...............................23 ARTICLE 1 D ATRPORT DEFAULT AND TERMINATION BY AIRLINE .......................<.,,. 23 10.1 Events ofDefault, ... .........................................._.............,.....,..............................23 � 0.2 Airline's Remedy . ................................................................................................ 24 ARTICLE 11 ENVIR�NMENTAL ....................................................�..........................,....,....._.24 11.1 Airline Representations, Warranties, And Covenants . ........................................ 25 11.2 In.formatian to be Pro�ided to �he City . ............................................................... �8 113 Response ar�d Campliance Actions ...................................................................... 28 11.4 Correctio� of Envirnnmental Nan-compliance.....,....,. ......................................... 30 11.5 Corrective Action Process ................................... ................................................ 31 l l.b Cnvironrnental �ndemnification and Reimbursement ......................................._.. 31 -ii- TABLE OF CO1�TE1�1'TS (conti�ued} Page 1I.7 Limitations ..... .............o.,..<................,..........,...,...........,....,...........,....,.,............32 11.8 Waiver .................................................................................................... ............. 32 1�.9 Survival of Environmental Provisions . .............................................�.,..,., ......... 33 11.10 Resource Conservation and Recycling . ............................................................... 33 ARTICLE12 ASSiGNMENT........., .......................9,,. .........,,..................,.............,......,............ 33 ARTICLE 13 MI�CELLANEOUS PROVISIONS ................�...................,.......,,.,......,............. 33 1�_1 Nature ofAgreement...........> ...........................................,,,...>., .................._.......33 13_2 Gvverning Law and Venue ........................................................................ ........ 33 13.3 Ent�re Understandir�g . ........................................... ... .......................................... 34 13.4 Amendtnents . .............................. ..... �. .........a,..................................,,>,,...........,.34 13.5 Cumulative Rights. .._........ ...................................�...........,,,.................,,,............. 34 13.6 Constr�ction tn Save Agre�ment. .,.,» .... ...................«...,.....,............................. 34 13.7 No Waiver ................................... ......................................... .............................34 13.8 Relationship of Par�ics . ........................................................................................ 35 13.9 No Third�Parfy Benefciaries .......................................P9..................,.................., 35 13.10 Successors and Assigas ............................e...,. .........,..., ...............................,.,... 35 �3.11 LabarDisputes .......................................................................<...................,.........35 13.12 Force Majeure .......................................... ...................................o,. .......... ........ 35 �3.13 No 1'ersonu! Liability ................................................................................. ......... 35 13.14 Acceptanc� of Paymen#s . ................................................ ......... ................. ........ 36 13.15 Attarzaeys' Fees ........................ ........................................................................... 36 13_16 '1'��s.>,e .................... ....................................................,.....,....._................ .........36 13.17 Meenorandum af Lease . .... ... ... ....................................�,............,. .........,,,....... . 37 13.18 Approval or Consent ........................................................ .................................. 37 13. �9 Time of the Essences s .......... .............................,,.......,..>...................................... 37 13.20 Notiees .................................................................................................................37 i3.�1 �ounterparts .............................. ........................................................................37 13.22 Capacity to Execute . .................................. ................................ ........................ 37 13.23 Incorparation of Exhibits . .........................,.................,,...........................,.., ..... 3 S 13.24 Titles .............................................................................. .............. .. ...........o.......38 -iii- TABLE OF C0111TE1�IT5 (continued) Page 13.25 Oiher Agreemen�s . . .............................................................. ............................. 38 13.26 Agreemen�t Not to Gz'at�t More �avorable Terrns......,,,.< ..... ................................ 38 13.27 Agent for Service ..........................<..................................,...,........................,...... 38 -iv- Executia�� CoPY LIST OF EXHIBITS Exhibit Title A Map of the Airport g RuIes and Regulations c Foz-tn of Monthly Landing Report D A�filiate Operating Agreem�nt -r�- Execu�on Cvpy THI� CARGO CARRiER OPERATING AGREEMENT (this "Agreernent") is made by and between the CITY OF FOR'I' WORTH, TEXAS, a hnrne-rule city and political subdi�ision of the 5tate of Texas (the "City") and SUN COiJNTRY, YllTC., a corporation organized atad exisfing under the iaws oi the State of Minnesota and auf�Zorized to do business in the Stat� of Texas {"Airline"). WITNES�ETH: WHEREAS, the City, is the ovvner of the Fort Worth Al�ia�ce Airport, locaied in Tarrant and Denton County, Texas (the "Airport"), WHEREAS, tl�e City has ihe right to licanse the use nf pro�erty and facilities on the Aieport and has the fu11 povver and authority to enter into this Agreement in respect �hereof; WHEREAS, the City has entered into an operating agreement, dated as nf January l, 1994 and subsequently atnended with Alliance Air Services, a H'tilvvood Company (the "Airport �peratar"), for the management, operation and maintenance af the Airpo�; WHER.EAS, Airline is engaged in the busin�ss o�transportatipn by air of property, maii or cargo; and WHEREAS, Airline desires to obtain certain rigk�ts, serviees and privileges in conneetion with the use of tl�e Airport and its facilities, and the City is willing to grant the same to Airline upon tkxe tertns and conditians in this Agreement. NOW THEREFORE, for and in aonsideration of the mutual co�enan�s and agreecnents herein contained, �he City and Airline do here�y mutually und�rtake, praznise and agree, each �or itself and its successors and assig�ns, as follows: Articic 1 DEFINITIO�TS A�TD EXHIBITS 1.1 Basic Data Each re�eret�ce in this Agreement to any of the following subjeets incorporates the information specified below: City: City's Overnight Delivery and Street Address: City of Fort Worth, Texas ar its designee. 4201 N. Main Street, Suite 20d, Fort Worth, Texas 761U6-2736; with a copy to City Attorney's 4ffice, 200 Texas �treet, Fort Warth, TX 761{l2. City's Post Office and Paymen� Address: Airpvrt Operator: 4201 N. Main Street, Suite 200, Fo:rt Worth, Texas 7610G�27�6. Alliance Air Setvices -1- Execu�on Copy Airport Operator's �vernight Delivery/Street Address: 2221 Alliance Blvd., Suite 100; Far� Worth, Texas 751�7. Airhnrt C)reratnr's Posi Offce and Payrr�ent Address: 2221 Alliance Blvd.. Suite 10U; Fort Wo�.h, T�xas 76177. Airline: Sun Country Inc. Airlins's Overnight Delivery and Street Adtiress: 2005 Cargo Road, Minneapolis, MN 55450, ATTN: Genaral Counsel with a copy fo Senior Director Airpart A�fairs Agreement: ��tective llate: This Cargo Carrier Operating Agreernent as tl�e sat�e rr�ay be amended or supplemented firom #ime to time pursUant to the terms hcrcaf. 1z:UU AM. �:entral Daylight-Saving Time, April 1, i0�i. Term: The period of time be�inning an the Effective Date a�d er�ding on the Expiration Date, vnless earli�r te�ninated as provided in tkxis Agreement. No�vvithsianding anything set forth herein to the contrary, both Airline and City shall he entitled to terminate this Agreement without cause at any time d�ring t�e Te�n �pon twelve (12) rnonths writte� notice to the other party hereto, such termination to be effective at the end of the twelve (12j month notice period. Natwithsta�nding the abave, Airline ma� cease o�eratinns at the Airport without providing suclx natice. Expiration Date: Permitted Uses: ] 1:59 PM Central Daylight�Saving Time, March 31, 2041. As pravided in Ar�icle 2. Security Deposit: As provided in Section 4.6. I.2 Additional Definitions. The %]lawing words, terms and phrases wherever used in this Agreetnent have the following rneanings: A�Iiat� means a Cargo Carrier thak is (i) a paran.t or subsidiary of' Airline or undet the same parental cantrol as Airline, (ii) atherwise operates under essentially the same trade name as Airline at the Airport and uses essentially the sarne li�very as Airline; or (iii} aperates cargo feeder flig�ts a� the Airport ur�der �he direction and control of Airline. Airline shall provide the Airport Operator with advance wrilten notice priar to designati�g a new Affiliate. Airline shall provide the Cify with advance written notice prior to the cancellation af any designation of an Affiliate before th� cazacellatiot� af such designation. �ir Trans,��t�ation Busin�s means that business operated by Airline at the Airport far the commerciai tra.nsportation by air of property, rnail or eargo. Ai��f�ld means tHe runways, taxivc�ays and public par�Cing aprans at the Airport, _�a Execution Capy Airline Entity means Airline's employees, contractors, subcontractors, agents, Iicensees, sublessees, Affillates, vendors, invitees and other parties under Airline's dirrection or con�ral that come onto the Air}aa� in connection wiih Airline's use or occupancy of the Airport. Airport means thc realty and irnprovements generally known and designated as the Trort Worth A�lia�nce Airport, includit�g all real prop�rty and easements, impxovefnents anc3 appurtenances t�ereia, structures, buildings, fxtures, machinery, equiprnent, vehicles, supplies and other tangible personal property, or interest in any of the foregoing, now pr heresfter leased or acquired by the City, Iess any thereof which may be consumed, sold or othetwise disposed of. A depiction af t�e physical layout of the Airport as of the Effective Date is set forth in Exhibit A. Air�ort Rules ar�d Re�uiati�n� means, collectively, all applecable rrtxles, procedures, requirement�, standards and regulations currently effective and k�ereafter amended, adopted or established by th,e City that arc applica�le to tke Airpart, inc�uding without limitation any �inimu�n use standards and operating standards as well as any requirements listed in any access permit is�ued to Amazon.cnim Services, Inc., all af whic� are rncorporated inko and tnade a part of this Agre�me:�t, as well as the rules an� pracedures in Exhibit B; provided that such Airport Rules a�d Regulations do not conflict with applicable provisions of staie or federal law or the provisions ofthis Agreernent and are enfarced in a nondiscriminatory mann�r. The City shal� provide at least thirty (34) days' ad�wance vvritten notice of any new or amended Airport Rules and Regulations affec�ing Airline. A�pr�li��E�le I,aws means, col�ectively, all applicable present and future Iaws, rules, regulakions, ordinances, order�, directives, notices, fsderal grant assurances, liz�itations, restrictions, or prohibitions of any fedetal, state or local ga�vernmental authority �awfi�lly exercising autharity over the Airport or the activities and business operations o�Airline, as they rnay be amended frort� time to time, whether fareseen or unforeseen, ordinary as well as extraordinary, in,cluding without itr�plied limitation those relating ta (i) health, sanitation and safety; (ii) the envirnnment, including without limitation all Environmental Laws; (iii) access for persons with disabilines, including withoui limitation the Americans v�ith Disabilities Act af ] 99U, 42 U.S.C. §§ 12101 et seq.; and [ir+} airport security, including without Iimitation the rcgulatians of the TSA, 49 CFR Part� 1540, 1542, 1544 et seq. G�r�tr Carrier cneat�s a carrier certificated by tlae Secre#ary of the L].S. Department nf Transportation as a Car�a Carrier under 49 U.S.C. § 41103. Claims means any and ali liability, damages, losses, expenses, claims, judgments, detnainds, penalties or fines, including withouf limitation reasonable attarneys' fees and cou�t costs. Consumer Price Index or CPI means the Consutiner Price Index for AlI Urban Consumers (CPI-U), U.S. City Average, All items (adjusted 1982�84 = l 00) published by the Bureau of I.abar Statistics oifihe United 5tates Departmen# afLabor, or a cornparable inde� shouid the Department of Labnr cease to publish that index. DHS meazi.s the Departtnent of Homeland Security, and its authorized successor(s). �'AA nneans the Federal Aviation Administratian, and its authnrized successar(s). -3- E�cecution Copy Fiscal Year means the annual accaunting period used for general accounting pUrposes r7vhich., at ihe tirne of enterin� into this Agreement, is the period of twelve consecutive tx�onths heginning with the itrst day of October nf any year. Landing �'�es means fees paid by Airline in accordance witk� Section 4.1. i,�ndin�'Fee Rate means th.e rate used to caiculate Landing �'ee in accordance with Section 4.1. Ma�cimum Gross Landed W�i l�t� means the maxim�m gross landing weight in one thousand-pound units, ai which each aircra$ operated at ihe Ait`port by Airline is certificated by th� FAA. N�s���„�t�a[ory Airline mea�as any Carga Carrier that is noi a Signatory t�iriine. 5i n�tq .. 1�1ir1in� �eans a Cargo Carrier that has executed an operat'sng agreement with the City sub�tantially simi1ar ta this Agreement and pz'nvides reguiarly scheduIed service at the l�il'pDt'�. TSA means the Transportation Security Administratian, a�d its authorized successor(s}. Additinnal words and phrases used in this Agreement but not defined herein have their usual and customary meanin�. Article 2 ZJSE �F THF. ATRPORT AIYD RELATED FACiLITIE� 2.1 Airline Rights and Frivileges. In addition to all rights granted elsewhere in this Agreement, Airline shal� have the right to use, in camtnon with others so autk�orized by the Airport Operator, areas, facilities, c�quipment and itr�pravements at thc Airpart f�r tne operation of Airline's Air Transpar�ation Business and all activities rcasa�ably necessary to such operations, including but not limited to: 2.1.1 The ianding, taking oif, ilysng over, taxiing, and iowing nf Airline's aircraft in areas designated by Aitparf Operainr; provided, however, Air�ine shall not per�nit the use of t�:e Q irf eld by any �ircraft Qperated �r conirolled by Airlin� whi�h �xceeds t1�e r��cigz� strength or capabilYty nf the Airfield as desct'ibed in thc thet►-current FAA-appraved Airpart Layout Plan (ALP) ar other engineering evaluations perfvrmed subsequent �o the then�current ALP, including the thexa�current Airpart Certification Manual, provided that such evaluatians are provided to Airline upon Airline's request. 2.1.2 The training of persannel in the empiny of aX to be ernpioyed by Airline And thc tc�titag af aircraft ar�d other equipment being utilized at the Airpart in tf�e operation nf Airline's Air Trans�artation Business; pravided, however, said training and testing shalt be incidental to the us� of ihe Airport in the operation by Airline of its Air Transportation Susiness and shall not ut�reasonably harnper ar interfere with the use of the Airpart and its facilities by others �ntitled to the use of same. T�e Airport �perator reserves the right to restrict or prahibit -4- Executfon Copy such training and testing operations if it reasonably deems that such training and testing operations unreasonably ir�terferes �vifh the use of the Airport. 2.1.3 Tne servicing by Air�ine or its supptiers, of aircraft and o�her equipment bei�ag utilized at the Airport by Airiine authorized by the Airport Operator xn wriking and at locations designated by �he Airport Operator. 2.1.4 Access to the Airport from an off-airport property, subject to an access permit issued by the City kn Amazon.cozn Seirvices, Inc., if applrcable. 2.2 Eazclusions and Reservations. 2.2.1 Nothing in #his Article 2 sha11 be con�strued as autlaorizing AirIine to conduct any business separate ar�d apart frarn the conduat of its Air Transportation Business. 2.2.2 The City shall at all times have exclusive control and management of the Airpart. 2.2.3 Airline shall not knowingly interfere or knowingly permit interference with t�e use, operation or maintenance of ti�e Airport, including but not litnited to, the effectiveness or accessibility of the drainage, sewerage, water, communications, fre protection, utility, electricai, or ather systems installed or lacated from time to time aE the Airport_ 2.2.4 As soon as reasonably possible after release from proper authariYies, Air�ine shall (i) remove or cause to be removed any of its disabled sircraft from the Airfietd, and (ii) place any such disa6led aircraft in Axrizne's off-Airport leasehold o:r in such skora�e areas as may be designated by the Airpor� Operator. In the event Airline fails ta remove any of its disabied aircraft as expeditiously as reasonably possible, Airport Operator may, but shall not be obligated to, cause the removat oisuch disabled aircraft; provided, however, the Airpart Operator shall give Azrline prior written notice of its intent to do so and provided further that Airport Operator shall use reasonable effnrts to rennave sUch aircraft. Airline shali pay to the Airport Operator, upan, receipt of invoice, the reasonable and dacurnented nut af pocket costs actually incurred by tha Airport Operatar far suc� removal plus twelve percer�t (12%). 2.2.5 Airline shall not do ar per�tit to be done anytt�ing, either by act or failure to act, that causes tkte cancelIation or violation of the provisions, or any park thereof, of any policy of insurance %r t4ie Airport, ar that causes a hazardous eondition so as to increase the risks z�ortnally attendant upon operatio�s permitted by this Agreement, provided that the Airport Operator has previnusty provided the Airli�e with tl�e insurance pnlicies. If such Airline act, or failure to act, causes cancellation of any palicy, then Airline shali immediately, u�on notification by Airport Operator, do whatc�ver is necessary to cause reinstatement of said insuranc�. Furthermore, if Airline shal� do or permit to be donc any act not permitted under this Agreement, or fail to do any act required Unrler this Agreement, regardless of whether sueh act constit��tes a breach a£'this Agreemen#, which causes an increase in City's insuranee premiums, Air�ine shali immediateIy retnedy such actions ar pay the increase in rremiu�zxs, upon notice from the Airport Qperator to do so. -S- Execu�on Copy 2.2.6 The rights and privileges granted Airline pursuant to this Article 2 sha11 be subject to any ancl �11 Airport R�ale� anci Regulatinns and the aLher provisions oithis Agr�errtent. 2,2.7 Any and a�l rights and privileges not specifcall,y gra�nted to Airline for its use of and operations at t�e Aitport pursuant ta this Agreemenf are hereby reserved for and to the City. Article 3 OPERATION AliTD MAINTEI�ANCE OF THE AIRPORT 3.1 City Obligatio�s, 3,1.1 The City shall, with reasonable diligence and using adequate qvalified personnel, prudently develap, improve, and at all times maintain and operate the Airport, and keep �he Airport in gaod repair. 3.�.2 The City shall use reasonable efforts keep t4�e Azrport and its ae rial approaches free fram groun,d obstruction %r the safe and proper use thereof by Airline to the exteni that tbe Ciiy has ownership of the iand containing the ground abstruction. 3.13 The City shall maintain and apera�e the Airport in accordance with FAA certification requirements, including 14 CFR Part 139, and rnaintair� adequate rescue and fire�ighting equipment and personnel to meet such �'AA certification requirements wl�ich tr�eet or eYceed the activity level of Airltne's aircraft using the Airport. 3.1 _4 The Airport shall be fully operatia�al 24 hours per day, 365 days per year (366 days per yeae during Ieap years), unless Airline agrees in wriking ta a reduced opetating schedule. 3.1.5 5ubject to 3.X.E, the CiTy shall nat restrict Airline's night operations, subject to Applicable Laws. 3.1.6 At ihe raasonabie reyuest of the City or Airport Operator, Airline shall work with City and, to the extent neeessary, the FAA ta address lacal noise concerns. 3.i.7 The City shall not be liable to Airline for temporaty failure to �rnish all or any of sueh s�z'vicPs ta b� pro�'idec� in �.ccor��nce with this Agr�ement wh�n dl�e tc� mechanical breakc�awn ar any other cause beyond th� reasonable cantrol nfthe Ciry. Article 4 FEES AND CHARGES 4.l Signatoty Airline Landing Fees. �.l.l 5i��atory Airline Landing Fee Raie for Aircraft Over 40,OOD Ponnds. �or aircraft wei�hing over 40,000 pnunds, Airline shall pay Signatoxy Airline Landing �'ees for its use nf the Airfield based an the Maxirr�um Gross Landed Weight oi Airline's aircraft tanding at the Airport muSiiplied by the Signatory Airline Landing Fec; Rate. m&W Executian Co�y (a)The �ignatory Airline Landing Fee Raie %r ApriI 1, 2021 through 5eptember 3Q, 2U22, is $1.65. (b) �or each subseqvent Fiscal Yearr, the Signstvry Airline Landing Fee Ra#e for that Fiscal Year sha11 be adjusYed by multiplying the Signatory Airline Land- in� Fee Rate fnr the prior Fiscal Year by the percentage change in the CPI betwaen th�e previaus 12 month period from duly 1 through June 30_ For example, #he Signatory Ai�line Land�ng Fee Rate for the second Fiscai Year (O�tober 1, 2022 through �eptember 30, 2023} is calculated by multiplying the prior �'iscal Year Landing Fee Rate of $l .65 by the percentage c�Cange in the CT'T from �uly 1, 2021 through 3une 30, 2022. 4.1,2 Minir�um Signatory Airline L$nding Fee %r Air��-aft Weighing 40,OOU Pounds or Less. For aircraft weight A0,000 pounds or less, Airiine s�all pay the Minimum Signatory AirIine Landing �ee for each landing at the Airport. (a)The Minimum 5ignatory Airtine Landing Fee from April 1, 2021 through 5eptember 30, 2Q22 is $70.00. (b} For each subsequent Fiscat Year, the Minimurn Signaiory Airline Landing Fee for that Fiscal Year shall be adjusted by multiplying the Minitnutn 5ignatory Airline Landing Fee fax the prior Fiscal Year by the perc�ntage change in the CPI for the previaus 12 month period fram July 1 through Jvne 30. For example, the Minimum Signatory Airline Landing Fee for the seco�,d Fiscal Year (October 1, 2022 through September 30, 2023) is ealcu- lated by rnultiply�ng the prior Fiscal Year 1Vlinimum Signatory Airline Landing Fee of $70.00 by the percaniage change in the CPI from Jvly 1, 2021 t.�rough June 30, 2022, - 4.1.3 Non-SignatoN-y Airlitte Land�e� Fees ar�d Alternative Signatory Air- liue La�tding Fees. (aj Any Airline conducting carg� operations at the Airport without en� tering into a separate Cargo Carrier Agreement such as this Agreement with th.e City shall pay "Non-5ignatory Airline Landing Fees," including a Non-Signatory Airline Landing F'ee Rate at�d Nan-Signatory Airrlin,e Minimurn Landing Fee. Non-Signatory Airline Landing Fees sha11 be set and published each �iscal Year by the City. (b} In any given Fiscal Year, if either the Non-Signatary Airline Landing Fee Rate of Non-�ignatory Airltne MinimUrn� Landing k'ee zx�uitiplied by 0.85 (the "AI- ternative Signatary Airline Landing Fee") is less than the corresponding Signatory Landing Fee calculated under Sections 4.1.1 or 4.1_2, the City shal( charge Airline the Alternative Signatory Airline Landing Fee in Iieu of the Landing Fee for that Fiscal Year. 4.1.4 Annual Notice ofRev�ised Landing Fecs. No Iater than September I of eac�i ye�r, the Airport Operator shall provide wriiten notice to �ach 5ignatory Airline af the next Fiscal Year Signatory Air�ine Landing Fee Rate and Signatory Airline Minirnum Landing Fee, to be effective October 1 of that year. -7- Execution Copy 4.2 Special Charges. The City may also charge Airline fnr and Air�ine agrees to pay wiihin thirty (30) days after receipt of an invnir.e frnm Y.he C;ity nr A�r�ort Operator: 4.2.1 Parking on the pubiic ramp. The parking fee or� the Effective Date wili be included in the City's Schedule of Rates and Ch�rges which may he revised anr�ually by the City. 4.2.2 Special licenses and special p�rmits for activities and uses ofthe Airport that are not covered by this Agree�ent that are requested by Airline; 4.2.3 Specidl services requested by Airline; 4,2.4 (:osts tor removi�ng disabled aiccraft as specified in Section .2.2.4; 4.2.5 Reasonable, documenEed, out of pocket costs and expenses actually incurt-ed by ar on behalf of the City or Airport Operator plus twelve percent (12%) (aiier the giving of notica and the expiration ot" any appIicable cure periads as provided in Section 9.1 of this Agreement) to ramove liii�r, debris, reiuse, petraieum products {including oil and grease) that result frazn the activities of Airlirne or its Affliates, errfployees, agen#s or suppliers at the Airport; and 4.2.6 Any other reasonabl�, documented, out of packet costs and expenses; pIus twe�rre percent {l2%), incnrred by �r' on hehalf nf the City or Airport Operator as a z'esult of any failure by Airline or its Affiliates to perfat�nn their duties and nbligakians under t�is Agree�ez�t or the Affiliate DperaEin� Agreement (after ihe giving o� �otice and the expiralion of any applica- ble cure periods as provided in Section 9.1 of this A�reetraent). 4.3 Use Cantingeut Upon Payment. The grant of` the right, licenses, faciIities, services and priviieges to Airline under t�is A�;reement shall, in each case, be subject to the payment af ihe Landi�g �ees. 4.4 Payment. 4.4.1 On or before the 10�' day of each rnonth, Airline shall submit to the Airpart Operatar a"Mon#hIy Landing Report" i� the form of Exhibit C reporting its landin� activity %r the prior month. The Aitport �perator shall have fkte right to rely on the Monthly Lanc�ing Re�ror� in detertnining Landing Fees due fram Airline under this Agreement; grovided, however, Airline shall have full tespansibility for the accuracy o�the report. 4.4.2 Airline shall pay, withaut invvice from the Airport Op�r�tc�r, nn nr hef�re the l 0�` day of each month the Landing Fees far the prior month in an amnunt ey�zal to the Landing Fee Rate multiplied by the Airline's Maxit�aurrx Gross Landing Weight for aIl aircraft landing at the Airpnrt during the prior mo�th, as reported in the Monfhly Landing Report. -8- Execution Copy 4.4.3 AIl paytnents due and payable hereunder shall be pald in lawful money of the United �tates of America, without set off, by electronic transfer as follows: Account Name: Accaunt Number: ASA Routing (WIRE): ABA Ratrfing (ACH}: Bank Name: Branch Address: Remittance Email: Alliance Aviation Managem�nt, Ltd. 48802D289876 b26069593 1110�0025 Bank of America DalIas, TX 75202 Sherri.Simpson@Hillwood.com; and Monica. Wirdzek@HilIwood.com 4.4.4 A�e;r nntzce of delinquency to Airline and failure of Airline to cure the delinquency through payment within 30 days from the date of the notice of delinquency, City rnay impose a delinquency charge on atl overdUe payments at a rate that is the great�r of either a I O% inYerest rate or �he current WallStreet Jaurnal Prime Rate plus one percent {1°/Q)_ 4_5 Schedules a:nd Audit Upon execution of this Agreement, Airline shall provide the Airport Operatar with its schedule of aircraft operations for Airline and its Affiliates ("5chedule"), Airline shall pravide the Airpart Operator with an updated Schedule any time t�.ere is a change ko the scheduled operations ofAiriine nr its Affiliates thatvvould affect the assessment ofLanding Fees. Airiine shall maintain separate and accurate daily records af Airline's operatians at ihe Airport for a period oithree {3) years after t�ae cbse of each Agreement Year #hroughout the Term. This record-iceeping obligation shall survive tlie expiration or earlier tet�nination af khis Agreemer►t. All such boaks and records shall he kept in accordance with generally accepted accouniing principles, consistently applied, showing in detail all business done nr transacied in, an, about, frotxi or pertaining to the Airpnrt, and shall be sufficient to permit Che City to calculate and verify the Lartding Fees and other fees and charges d�e under this Agreezx�ent. Upon tk�e City's or Airport Operator's written request, Airline shall ma�e availabte at the Airport io the City or Airport Operatar or iheir auditars a�y and all books, records and accounts per�aining to the calculation of the Landing Fees and other fees and charges due unde:r this Agreement. In fhe event City, Airport Operator or their auditor(s) demonstrate� an underpayment of cumulative fees and charges of twa perce�t (�%) ar mare for the pre�ious three {3) years, Airiine shal� pay ko City or Airpnrt Operator fhe eost aiany review ar audit. 4.6 Secu�rity Deposit. 4.6.1 Posting of Security Deposit. On or before the Ef#'ective Date, Airlin� shall provide to the City a Security Deposit in an amount equal to the estimate o#'three (3) rnonths' Landing Fees and in the form required under Section 4.6.3. As of the E�'ective Date, the Securiry Deposit is ONE HUNDRED TWELVE THOUSAND TWO HLJNDR�D FORTY-EIGHT DOL� LARS AND STXTY-EIGHT CENTS ($112,248.68}. The Securiiy Deposzt shail be held by the City and used to rernedy Airline's defaults in the payment of Landing �'ees and ather fees and charges due under this Agreement or which otherwise arise as a result of Airline's operations at the Airport. � Execuaian Copy 4.6.2 Inereases to the Security Deposit. The City may increase the art�ount af the Secvrity Deposit required under Sect�on 4.6.1 during the Term if and when Airline c�anges its aperating scheduie in a mannex that increases the estimate ofthree (3} mnnths' Landing Fees ihat formed the basis for the Sec�ri#y Deposit then in effect �y more th�r� ten �ercenl: (3 0°/n). Any such increase in the Seeurity Deposit shall be limited to the then current estimate of three {3) months' Landing Fees. In tne �ven� of an i�zcrease, AirIine shall comply with Che new SecaXity Deposit reyuirement within thiriy (30) days of receipt af writt�n noiice by t}�e City. 4.6.3 Sdandby Lelter af CreditRequirements. T�e Security Deposit s�atl be ir� the fortn oi an irrevocable standby letter of credit drawn on a batik ha�ing either a branch in Tarrant County or a bank that aliows the Letter of Credit to be presented by facsimile. The bank is required to have a long-term, letter of credit rating and bank deposit rating from two (2) of the three (3) rating agencies of at least AZ/A/A by Moody's Investor �er�rices, Standard & Poor's and Fitah Ratings, respectively. The l�tt�r of credit shall be in a form approved by fhe City. 4.6.4 Duty to Maintaan 5ecurity Depostt - Default_ Airline shall maintain the required Sec�rity Deposit continuaysiy thraug}aaut tk�e Term. Failur� ta da sc� shaIl be deemed a default and sha�l be grounds, at CiTy's discretion, upo� ten (10) days' writien notice un�ess the default is cured, for immeciiate termination of this Agreement, 4.6.5 Duty to Rebate. The �ecurity Deposit nr the remaining portian thereof following any cira�uvs on the letter of credit by City shall be rebated, released, assigned, surrendered, or endorsed to Airline, as applicable, no Iater �han ninety {90) days a�te#'the later of: {1) termination of'this Agreernent; (2) issuance of a clase-out audit 1�y khe City or Airport Operator; or (3) payment of all o�atstanding amounts owed the City under this Agreennent. ArticIe � AFFILIATES 5.1 Airlinc's Designation of Affiliates. Subject to the provisions of ihis Article 5, Airlir�e may desigr�ate one or more Affiliates ia operate ai the Airport. In the event Airline desig�ates an Afftliate, the following provisions apply to Airline and its Affiliates:, 5.1.1 Air�ine's designation of an Affi�iate shall not be effective until Airline has tirst (aj noii�ed the Airport Gperator in writing that.Airline intends to designate zhe Ai'iiliate; (b) ensured that th� Afftliate has en[ereci inlo �n Aiflia�e Ope�`ating A�reei�lenl wiLh ihe CiLy in substantiall�+ the same form as that attached as Exhi�it D; and (c) confirmed %r the Airport Operator in writing that Airline wi11 pay to #he City all of t�e Affiliate's Landing Fees and nther �'ees and charges due to the City on accou�t of the Affiliate's use of any Airport facilities as an AffiIiate of Airline, as pravided in Seation 5.1.2. Airline's desigrxation of an Affiliate is subject ta the City's approval, which shatl not be unreasor�ably withheld. 5.1.2 Airline sha�1 pay to Cify all Landin� Fees and other fees and oharges due under thzs Agreement d�e to City on account of the Af�iliate's use of at�y Airport facilities, and shall subrnit to City a11 reports detaiiing each Affiliate's use af any Airport facilities nr services as au Ak�liate of Airline in accordance with Section A.A; provid�d, however, that both Airline and t�e Affi�iate shalt remain �aintly and severally iiable to City for the payment oF all Landing Fees a�OP Execu�on Copy and other fees an.d charges, and the submissivn af alI reports, that are due ta City on accounk of the Afti�iate's use of any Airpo�t facitities nr services as at� Affiliate of Airlir�e. 5.2 Applicabi�ity o�Agre�ment to Affiliates. For so long as Airline and �ts Affiliates have complied with the paynnent and repo�ting abligatiot�s under Article 4, then each Affiliat� shall hav� the same rights as Airline with respect to its use of the A�rpart. 5.3 Termination of Status of Affiliate. A Cargo Carrier's status as Af�liate of Airline may be terminated 6y Airline upon not less than thiriy (30) days' writ�en notice #o City. Airline's liability to City for the payn�ent a� all Landiz�g �ees and ather fees and charges due under this Agrc�rnent, and ihe submission of all activity reports, that ar� due to Gity on account of the �se of Airport facilities or services by Airline's Affiliates shalI survive any termination of Affiliate status; provided, hawever, that Airline shall only be responsible for such payments and reports related to the terminated AffiIiate's operations before its proper ter:mination by Azrline took effect. Articic 6 IlVDEMNIFICATION �11�TD INSURAI�TCE 6.l Indemnification. 6,1.1 Except for Claims %r environmental matters jwhich are the subject of the indemnification obIigation undez' Article � 1), Atrline shall, to the fullest extent permitted by law, defend, indemnify and hold harmless the Gity and the Airpnrt Operator and their baards, afficers, officials, directors, empIoyees, volun�eers and agents (each and "Indemnifted Party'� from and against (i) Clai:r►�s arising d�rectly or indirectly from any ac# or omission (including withaut litx�itation express negligence) of A�rline or Airline Entity or out vf the abligations undertaken in connection with or the performance of this Agreement, or (ii) for Claims based upon Airline's alleged breach of any statutozy duty nr bbligation or Airline's duty under contracts with third parties, ar (iii) Claims arising fram any �xse of the Airport by Airiine or Airlrne Entities excent, to fhe exYent those Claims arise out ofthe negligence or will�ul misconduet of the City or Airpor� Operator. The obIigations in this Article shali apply for the entire time that �ny third party can Iegally make a claim against ar sue the City or Airport Operator for liabilities arising out of Airline's vse, occupancy, or operation of the Airpart. 6.1.2 Exce}�t for claizr�s far envzronmental mafters (which are tt�e subject ofthe i�derr�nification abligations under Artiele 11}, Airline shall release, defend, indemnify, and hold each Indemnif ed Party cott�,pletely hartnless from and against any Claims arising from or based upon the actual or alleged violation by Airlit�e or an ArrIir�e Entiiy, af any Applicable Laws, Airport RuIes and Regulations ar az�y license, certificate, permit or other authorization issued under any of the aforesaid, in connection with Airline's conduct af its air trar�spor�ation bu�zness on or at the Airport or �tse nr nccupancy of the Airport. b.13 If the City is alteged to he �n non-eompliance with Applicable Laws governing access ta secure areas of the Airport anc3 said non-compliance is the resuIi of or due to the negligence or willful act or omission of Airline or an Airline Entity, and such breach of a secure ��e Execu�an Copy area results in a civil penalty nr other aetion against the City, Airline agrees to reimburse tne City fqr all expenses, including reasonable attar�eys' fees, incurred by the City in defending against the civil penalty action or oth�er action, and for any civil penalty ar settjement ama�nt paid by the City as a result of being deemed in non-complianc� as aforesaid. The City shall give Airline reasonable notice of any allegation, investigation, or proposed or actual ci�il penalty nr othex action sought for such non-carn,p�iance. fi. �,4 if any action or p:roceeding is brought �gainst the City by reason af any Claim. that may be subject to Airline's indemnification obligations contained i�tt this Section 6.1, Airline, upon reasanable noiice frotn the City, shall resist ar defend such ciaim, suit, decnand, action, liability, loss, damage, judgment, fine, or penalty with counsel reasonably acceptable to the Ciiy, and the City shall take reasonable actians to mitig�te xts damag�s. 6.1.5 Tt�e for�goin� ezzpress obligatian nf indemnification shall r�at be aonstrued to negate or a6ridge any other obligation af indemnification running to t�e City or an Indemnift�d Party that would exist at cammon law or under at}�er provisions of this Agreement, and the extent af the obligation of indemni�cation shall not be limiked by any provfsion o� insurance �t�dertaken in accordance with this Agree�'►e�t. The Cit3+ shal� give Airline written notice of any Claizns threatened or made ax' any suit instituted against it that couId r�sult in a claim of indemnification hereunder. 6.1.6 Natwitl�standing anything ta the contrary set Forth in this A�reement, neither party not any at�its members, directors, officers, agents, representativss or employees skza(i be liable to the other par�y for ariy loss of business or any indirect, incidental, special or consequentiaf damages or iost pra�ts arising out of or relating to this Agreement ar suc� pat�y's performa��e c�r nnn-}�erformance hereunder, pt'ovided, however, �at t1'tis 5ectian G.1.6 shall not apply to third-party claims for bo�ily injury, wrongfiz� death or property damage arising out oior relating to this Agreetnent. 6.1.7 The indemnificatio�z and other abligations under this Section 6.1 shall survive the expiration or earlier termination of this Agreement. 6.2 Insu�rancc. Dtxrir�g the Term and ar�� exkension thereof, Airline shali, at its sole cpst and expense, obtain and maintain in full force and effect, and promptly pa� alt premiutns, when due, for the follovving types at insurance i� the amounts speci�ed and in the form herein provicied: 6.2.1 G+�ner�i �iab�ii� �nsu�a�ce%lviatian i.ia�ilitv. Airline shall rnaintain aviation liabili�.y insvrance, including general Iiability zr�surance, in amounts not less that� a Coz�;�bined Single Limii of $500,OQ0,000 any one occurrence and in the aggregate �vhere applicable for bodily znjury (inclUding death) to passengers and third parties and Property Damage. Coverage shall ix�ciud� but not be limited to Airport operations; blanket contractual liability; per�onal irtjury, w�ich coverage shall be $10,{�00,000; products and completed operations; aircraft nan-owned liabiIity; liability for vehictes on the restricted aceess a�eas of the Aircraft Operatioiis Area (AOA) including baggage tugs, aircraft pushhacl� ttYgs, provisioning trucks, air stair trt�cks, belt loaders and grau�ad hangar keeper's iiabiliiy_ Explosion, _� 2_ Execution Copy collapse and undergrou:nd property damage liabiliry coverage's shall not be excIuded from such insuranGe eoverage. The City and Airport Operator shall be natned as additional insuted. 6.2.2 A�utc�mnbif� L3a1��lit� Insurat��e, Airline shal� maintain ca�tmercial automobile liability insurance, with a limit of not less thar� $ l 0,000,d00 each accident. Such insUrance shall covar liabiiity arising out of anq auto (including owned, hired, and non-owned autns). The City and Aitpnrt Operator shall be named as additional insured. 6.2.3 Wor9cers �Qas��p�nsati�r�, Airline shall maintain statutory workers compensation and e�npioyers liabi�ity insurance. T�ae liability erri�Iayer's iimits %r such policy shall not be less than $1,000,004 each accident for bodily injury by accident or $SQO,OOQ each em�loyee for bodrly injury by disease. 6.2.4 Contractors Insurance. Any contractor, constraction manager or other parEy engaged by Azrline or subcontractor or ather party engaged by a contractor, construction manager or other pariy that is engaged by AirIine, in either case, to perform any construction, reno�va#ions or repairs at the Airport sha11 abtain and maintain in full force and effect during any construction p�riod: (a) A cornmercial general liabilily insurance policy in minimum limits, unless oiherwise specified, o� $1,000,000 per occurrence for badijy injury and $1,d00,000 per occurrence for properLy damage ineluding a$2,oao,000 general aggregate. (b) An automobile liability insurance paiicy covering owned, non- owned ar�d hired vehicles of Least $500,000 per a combined single �imit. (c) A worker's cornpensation pQlicy affording stafutory coverage and containi�ag sfatutory limits and employer's liability insurance at limits of $500,400 per accident/$SOQ,000 each employee/$500,000 poiicy limit. (d} I'rofessional liability insuranee shali be rnaintained when any architect, engir�eer or any other professianal service perfarms, directly or indirectly, woxk fnr or on behalf ofAirline at Airport ar involving Airline's operations with a$I,OQ0,000 policy Iirr�it. (e) Ad�itional Coverage: {i} Excess / Umbrella Liabi�ily (as applicable) (ii) Within Aircraft Opera�ions Area $10 M {iii) SecurelSterile Side Operatians (au#side AOA} $5 M .. � 3.. Executian Copy Cn�verage must apply in excess of al1 required primary liability insurance, and rn�st be at least as broad as the underlying liability insurance. The City and Airport �perator shall bc nanned as additionai insured. b.3 Forms of Insuranee Coverage. 63.1 Insurance requirements and lirnits af coverage under #h�is Agreement may be ax�ended 6y the City as a result of increased risk, na�zare of work performed, losses sustained, and/or City palicy, indUstty and statutory ch:anges. 6.3.2 All policies shall be wri�ten by insurance companies reasonably acceptable to the City. G.3.3 All policies, except for worKers compensation coverage and �rc�f��si�nal liability co�erage, shall designate the below nnentioned parties as "Additxonal Insured," eiiher �y a"blanket additional insured" endorsement, or by speci�c endorsement. "The City ofFort Worth, Texas and Alliance Air Services, Inc. and �heir respectiv� elected officials, boards, of�icers, enaployees, agents and representatives_" 63.4 Ali policies shall waive the insurer's right of subrogation against said parties. 6.3.5 All policies must be pritxiary with respect to coverage provided for the Ciiy and the oiher Additional Tnsured,s. 6.�.6 All p�licies must be non�contributory wiih nther coverage or seli- insurance available to the City and the other Additional Insureds. 6.3.7 All of Air�ine's insurance policies shalI confain a provision that writien notice shall be given to the City and Airport Operator at least thirty (30) days prior ta cancellation, exaept ten (10) days for non-paysnent of premi�m. In the er�ent that Airline is �otif ed t�aat an insurer in#�nds to tex-nninate or non-renew a policy or reduee coverage below the requirements in this Agreernent, Airiine shalj arrange alternate covarage acce�table to the City to cntnply with City requirernents and cause replacement coverage data to be obtained. 6.3.8 Approval, disapproval or failure to act by the City regarding any insuranc� obtained by Airline shall not relieve th� Airline of full responsibility or �iability for daznages and accidenfs as set farth herein. Neither shall the bankruptcy, i�solvency or denial of liabiiity by the insurance company e�anerate Airline frozn liability. Agticle 7 COMPLIANCE WITH LAWS '�.l General Laws. Airlin� shall comply with a�l Applicab�e Laws. _�,4_ Execuhon Copy 7.2 Airport Rule,� and Regufatians The use by Airline of the areas ar�d facilitiss described herein and the rigitts and privileges granted Airline pursuant �o this Agreem�nt shall at all times he subject to tha Airpor� RuIes and Reguiations. Airline cove�nat�.ts and agrees that it wilI not violaie or permit any Airline Entity to vialate any such Airport Rules and Regulations, The City may prescribe ci�vzl penalties and injunctiv� remadies for violations thereof, and the sarne may be applied to Airline far violations by Airline or any Airline Entiiy. Airline may contest in good faith any Applicable Laws, federal, State or locai code, 1aw, regulation, ordinance or rule, Airport Rules and R�gulations ar any other ru�e or regulation of the City �t�vithout being consid�r�d in h;reach o�this Agreemeni so tong as such contest is diligently cvmmenced and prosecuted by Airline. The Ciiy sha11 prar+ide ak least ihirty (30} days' advance w�ritten notice of any new or amended Airpork Rules and ReguIatians affeating Airline. 7'3 Licenses, Certifcafes and Authoriza#ivns. Airline shatl obtai�, at Airline's sale expense, all licenses, certificates, permits and other auihorizatiot�s that are now or hereafter re�uixed by Applicable Laws or the Airport Ru1es and Regulations for Airline's operations at the Aitport and Airline's exercise of any rights under kkzis Agreenr�ent. 'l.4 Wage Hour Laws. Airline shatl comply with all applicable FederaI, state and lacal wage and hour laws. Article 8 CIVIL RIGHT� AND AFFIRMATLVE ACTION 8.1 Genera� Civil Rights Provisions. Airline agrees ka cornply with pertin�nt statutes, Executi�e Orders and such r�les as are promulgated to ensure that no persan shall, on the grounds of race, creed, color, national origin, sex, age, or disability be exciuded fro�n participating in any activity canducted with or beneiiting from Federal assistance. If Airline transfers its obligatian, #he transferee is obligated in the same manne:r as Airline. This provisinn obligates Airline iar the period during whic� the property is owned, used ox possessed by Airline and the Airport remain's ob�igated to the Federal Aviation Adminisiration. This provision is in addition to that required by Title VI afthe Civil Rights Act of 1964. 8.2 Compliance with Nondiscrimination Requirements. During the performance a�'this Agreement, Airline, for itself, its assignees, and successnrs in interest (hereinaftex referred to as "Airline") agrees as follows. 8.2.1 Catn�li�i�ce witl� R� u�� atic�ns: Air�ine (hereinafter includes consultanfs) will comply with the Title VI List oF Pertiner�t Nondiscrimination Acis and Authorities, as they may be amende� from tirn� to time, whic4� are herein incorporated by reference and made a part of this Agteement. -iS- Executtan Copy R.2.2 Nondiscriminatinn: Airline, avith regard tn the wark �erform�d by it during the Agreement, will not discriminate on the grounds of race, coior, or �ational origin in the selection and retenfinn nf subcontractors, including pracurements of materiats and leases of equipment. Airline will not participate directly ot- indirectiy in the discrimination prohibiied by the Nondiscrimination Acts and Authorities, including emp�oyment practices when the Agreernent covers any activity, project, or pragratn set fnrth in Appendix B of 49 CFR part 21. 8.2.3 Solicitations for Subcontr��ts In�lu�in� Ptouuret�ents a�Materials and Eq�,i�tn�nt: In all sa�icitations, eitk�er by competitive bidding, ar negotiation rnade by Airlrne for work to be perforrned under a subcontract, including procurements of materiais, or ieases of equipment, each poten�tial subcontractor or suppli�r will be notifed by Airline of Airline's obligations under this Agreernent �zd the Nondiscrimination Acts and Authorities on the grounds of race, colnr, or nativnal ori�in. 8.2.4 Inf�rmation and R�p�rts: Airlit�e wit� p�•ovide all information and reports required by the Acts, the Regulations, and directi�es issued p�ursua�at thereta and will permit aec�ss ta its books, records, accaunts, other sources of information, and its facilities as may be detertnined by the City ar the Federal Aviation Administration to be pertinent to ascertain cvmpliance with such Nandiscrimination Acts and Autharities and i�structions. Wl�ere any infarmation required of Airline is in the exclusive possession of another who fails or refuses to furnish the information, Airline will so cerkify to t�e City or t�e Federal A�iation Adrnintstratidn, as appropriate, and will set forth what efforts it has rriade to oblain li�e ir�furmaliur�. 8.2.5 Sanctians for Noncorn�Iiartce: In the event of Airline's noncompliat�.ce with the nondiserimination provisions of ihis confract, the City will impose such contrac� sanctions as iY ar the Federal Aviation Administration may deterrnine to be apprapriate, including, �ut nat limited to� complies; and/ar in part. (a) Withholding payments to Air�ine under ihe Agreement untit Air�ine {b) CancclIing, terminating, ar suspending the Agreement, is� whole or 8.2.6 Tncc�r��•ation o�' �s-ovisions: Airline will include the provisions of paragraphs 8.2.1 through 8.2.6 in every subcantract, including procurements of znaterials and leases of equi�ment, unless exetnpt by the Acts, the Regulations and direciives issued pursuant thereto. Airline will tak� action with respect #o any subcontract or procurement as the sponsor or the Federal Aviation Adrninistration may direct as a mea�s o€enforcing such provisinns including sanctions for nvncampjianee. Provided, that if Airline beconiaes invalved in, or is threatened with litigatron by a subcontractor, or supplier because of such direction, Airline may request the City ta enter int� any litigati�n to protect the inierests �f the City. In addition, Airline may request the United States to enter into t�he litigation to proiect tlie interests of the United States. -16- Execu�on Capy 8.3 Title VI Clauses for Transfer of Rcal Pragerty Acquired or I�nproved Under the Airpprt Impravement Program. 8.3.1 Airline, �or himself/herself, his/her neirs, personal re�resentatives, successors in interest, and assigns, as a part of th� oonsideration i�ereof, does hereby cnvenant and agree as a covenant running with the land that: (a) In the eve�at faciIities are CdI]5�riiCtCC�, mai�tained, or otlaerwise operated ota the property described in t4iis Agreement far a purpose for which a Federal A�iation Adminisiration activity, facility, pr program i� extended ar %r artather purpose involving the provision of similar services or benefits, Airline will maintain and operate such facilities and services zn aannpliance with al� rec�uirements imposed by the Nondiscriminatiot� Acts and Regulations Iisted in ihe Pertinent List of Nondiscrinr�ir�at�n� Authorities (as may be anr�ended) such that no persan on the grounds of race, color, or nationai origin, witl be excluded from participation in, c�enied the benefits af, or be atherwise subjected to discrimination �n �he use of said facilikies. 8.3.2 With r$speat to this Agreement, in the event of breach of any of the above Nondiscrimination covenants, the City will have the rig�at tq terminate this Agreetx�ent and ta enier, re-enter, and repossess said lands and iaciiities thereon, and hold the same as if this Agreement had never been made or issued. 8.4 Clauses for Construction/Use/Access to Real Property Acquired Under the Activify, Facilify ar Prngrana, 8.4.1 Airline, for himself/herself, his/k�er heirs, personal representatives, successors in interest, and assigns, as a part nithe consideration Hereof, does hereby cavenant and agree, as a covenant running witii the land, that {1) no person on the ground of race, color, or national origin, will be excluded from patticipaYion in, denied the be�efls of, or be okherrvise subjected to discrimination in the use of said facilities, (2) that in the construction oF any improvemenks on, over, or under suoh Iand, and the furnishing af services thereon, no person on the ground of race, color, or national origin, wi11 be excluded from pa�'ticipation in, denied Yhe bene�ts of, vr atherwi�e be subjected to discrimination, {3) that Airline will use the premises in corr�pliance with aiI other requirernents imposed by or p�zrsuant to the List nf Nondiscriminatian Acts and Authorities. 8.4.2 Wi�h respect to this A�reement, in. t�xe event of breach af any of the above nnndiserimitaation covenants, the City wi11 have the right to terminate the iease and fio enter or r� enter and repossess said I and and t�e facilities theteon, and hnld ihe satne as if Yhis Agreetnent had never heen made or issued. S.S Title VI List of Pertinent liTo�discrimination Acts and Auihdrities. 8.5.I During the perfarrnance of this Agreement, Airline, farr itsel�, iis assignees, and successors in interest (her�inafter re%rred to as the "AirIit�e") agtees to comply with the �ollowin� nondiscriminatior� statutes and authorities; including but nat limited to: -17- �xecu�on Capy (a) Title VI of the Civil Rights Act of 1964 (42 USC � 2000d et seg., '78 stat. 252) (prahibits discrimination on the basis of race, color, national nrigin); {b) 49 CFR par� 21 (Non-discritnination in Federally-assisted prngrams of the Department of Transportation—Effectuation Qf Title VY of ihe Civil Rights Act of 1964), (c} The Uniform Relocation Assistance and Real Frope�y Acquisilion Policies Act of 1970, (42 USC § 4bU1) (prohibits unfair kreatmeni of persons displaced or whose prope�t.y has been acquired because of Federal or Federal-aid programs and proj ects); (�) Section 50�4 of the Rehabilitation Act af 1973 (29 USC § 794 et seq.), as amended (prohibits discrimination on t�e basis of disability); and 49 CFR part 27; (e} The Age DYscrim�r�ativn Act uf I97S, as amended (4� U�C � 6101 et seq.) (prohibits discrimination on the basis o�age); (fl Airport and Airway Irra�rnvez7ne:nt Act of 1982 (49 USC § 471, Sectian �7123}, as amended (prohibits discrimination based on race, creed, color, national origir�, or sex); (g) The Civil Rights Restoration Act nf I 987 (PL 100-2�9) (broadened the scope, coverage and applicabiliiy of Title VI of the Civil RighYs Act of I954, the Age Discrirr�"rnation Act of 1975 and Seetion 50� oithe Rehabilitation Act of 1 q7'3, by expanding the de�nition of the terms "progz'ams ar activities" to incl�de alI of the prvgrams or activities af the Federat�aid recipients, svb-recipients and contractors, whether such �rograms or activities are �ederaIly funded or not); (h) Tit�ss II and III of' the Americans with Disabilities Act oi 1990, which prohibit discrimination on the basis of disabiIity in the operation of pubiic c:ntities, public and private transportation systems, places of public acco�nmodation, ar�d certain testing entities (42 USG §§ 12131 —12I89) as impfernented by ZJ.S. I]epart�nent ofTransportatian regulations at 49 CFR parts 37 and 38; (i} The Pederal Aviation Administration's Nondiscrimination statute (49 USC § 47123) {prohibi�s discrimizaallon on the basis ofrace, colnr, national origi�, and sex}; (j) Executive Order 12898, Federal Aotions to Address En�iranrr�ental Justice in Minarity Populations and Low-Incame Populatians, which ertsures nandiserimination a�ainst minority populations by discauraging programs, policies, and activities r7vith disproportionaiely higt� and adverse human heatth or environmental effects on tninority and low- income popula#ions; (k) Execuli�a Dr�ler 13l GG, Lnpruviug A���ss tn Se�vices for Fersons with Litnited English Prnficie��tcy, and resulting agency guidance, national origin discrirnination includes discriminatian because of linttited English proficiency (LEP}. To ensure compliance with Title VI, you rnust take reasanable steps to ensure that LEP persons have meaningful access tn your programs (70 F�d. Reg. at 74087 ta 74100); .. � g.. Execution Copy (I} Title TX of the Education Amendments af 1972, as amended, which prolaibits ynu from discriminati�ng because of sex in education programs or activities (20 USC 16$1 et seq). 8.6 Subordinaticfu to Agree�nenta with the United �States. This Agreexxient is subject �d subardinate to the pror+isions of any agreement heretofore or hereafter made between the City and the United States, including without limitation the terms of any "Spansor's Grant Assurances" or like agreerr�ent, fhe execution ai which is required to enable or permit tha trans%r oirights or property to the City for airport purposes, ar the expenditure of federal grant funds for Airport improvement, maintenance ar development_ Airline shall reasanably abide by the requirezxxents of agreem,ents entered into between the City and the Uniked States, and shall consent to amendments and rriodifcations oithis Agreement if requrred by sUch ag;reements nr if required as a condition of the City's entry into suc� agreements. 8.7 Nfl Exelusivc Ri�hts. Nothing contained in #his Agreemer�t shal� be deemed to grant to Airllne any exciusive right flr privilege within the tx�eanang of 49 U.S.C. § 40103(e) w'ith respect to activity on the Airport. 8.$ Right to Develap Ai�arpa�'t. The City reserves the right to iurther develop or improve the Airport as it sees fit, regardiess of the desires or view af Airli�e and withvut interference or hindrance. 8.9 Rig�t of Flight. Tk�ere is hereby reserved to the City, its successors and assigns, for the use and benefit of t�e public, a right of flight for ihe passage of aircraft in the airspace abave the surface of t�e Prernises. This publ�c right oi ilight shalI include the right to cause in said airspace a�y noise inherent in the operatian af any aircraft used fox navigatia�n or flight �larough tk�e said airspaae or ianding ai, taking ofi from, or operatian on the Airport. 8.I0 14 C.F.R PaM 77, Obstructinns in N�r�igable Airspace. Airline agrees to compty with the applicable notification and review requirements covered in 14 Code of �ederal Re�alations ("C.F.R.") Part 77 af the Federal Aviatio� Regulations, in the e�ent future construction of a building is covered by this Agreament, or in ihe event of any planned rnodificatian or alteration of any presen# or fufiare building or struckure situated on the Air�aort. 8.1 I War or Natianal E�ne�'gency, This Agre�rnent shall be subject tn whatever right the United States Government now has or in the future may have or acyuire, affecting the control, operation, regulation and taking over af t�e Airport or fi$e exclusive ot non-exclusir�e use of the Airport by the United States during the tirr�e of war or national emergency. -19- Execu�an Copy 8.12 1Vo �nterfcrence with Airport Operations. Airline by acceptin� this Agreemer�t agrees for itself its sUccessars, and assigns thai it wilI nnt do or pertnit to be done by its officers, agenis, emplayees, contractors or invitees, any act or omission which znight interfere with the landing and tatcing off of aircrr�� from the Airport or otherwise constitute a hazard, ar unreasonably interfere with the conduct of �usiness by another airIine, tenant ar contractor of the City, or unreasonably ittterfere wlth the per%rmance of their duties by the staff of the City or by the staff of the FAA, th� TSA or any other agency of the LT. S. Government, or of'the contractors thereof. In the event t�i� covenant is breached, the City reserves the right, in additian ta any other rights oz' re�nedies nnder this Agreement or in !aw or equity, to enter upon the Premis�s and cause the abatement nf suah interference at the expense of Airline. 8.13 SEC Rule I�e�91�. Airline, �pan the Cify's request, shall provide to the City sUch infonnatian as the City may reasonably req�aest in writing to comp�y with the City's continuing disclosure requirernenis under 5EC Rule 15c2-12, as it may be amended firozz�s time to time, provided, h.awever, that Airline may, in lieu ofproviding the requesied information, direct the City to an Airline or SEC r�vebsite where the requested info�ation is then currerttly available. 814 Americans with Disabilities Act ("ADA"). Airline ackhov�rledges that, pursvant tn the America�as with Dis�bi�iLies Acl, 42 U.S.C. Sections 12101 et seq., as amended and s�appleznented (ADA), to the extent applicable to Airline, programs, services and ather activities prnv[ded by a public ent[ty fin the public;, whether direcl�y or through a contractor, must be accessible ta ihe disabled public, Ta the extent the ADA is so applical�le: (a) AirGne shall provide the services specified in this Agreement in a�nanner that connplies with the ADA, as applicable, and any and all ottier applicable f�deral, State and lacal disability xights legislation; (b} Airline agrees not tv discrirninate against disabled persons 9n the provision of services, 6eneft� or activities provided under this Agreement; and (c) Airline further agrees that any violation of this prahibition on the part of Airli�ne, its emplayees, agents ar assigns shatl constitUte a material breach of t�iis Agree�nent. Article 9 AIRLIl�TE DEFAULT AN�f TERNIINATION BY C�TY 9.1 AirIine Default. The occurrence of any one or more of the fallawing e�ents shall constitute an Event of Defavit under this Agreement: 9.1.1 Airline becomes insolvent (as such term is defined under Section l01 Qf the Federal Bankruptcy Code); or fails tq pay its debts genera3ly as they mature; or takes the benefit p#'any present ar future �ederal or state insalvency statute; or makes a general assignment for the beneft nf creditors. 9.1.2 Airline files a �oluntary petitian in bankruptcy or a petition or aaswer seeking an arrangement of its indebtedness under the �'ederal Bankruptcy Code or under any vther law or statute of the Un�ted States or of any state thereof; o� cnttsent to the appointrr�ent of a -20- Execution Copy receiver, trustee, custadian, �iquidator or other similar official, of all or substantially aIl af its property; or an order for relief is entered by or against Airline under any chapter of #he FederaI Bankruptcy Code. 9.1.3 By order or decree of a courk, Airline is adjudged bankrupt or an orc3er s�aall be made approving a petition iiled by any of iis crec3itnrs ar by any of iks stocichotders, seeking its reor�an.ization or f.he restructuring of its indebtedness under the �'ederal Bankruptcy Cade or under any other law or statute of the United States or any state thereof and such order or decree shall not be stayed or vacated within sixty (60) days of its issuance. 9.1.4 A petitioz� under any chapter ofthe Federal Banicruptcy Code or an action un�er any federal or state insol�ency law or statute is filed against Airline and is not disrnissed or stayed within sixty (60) days after the filing thereof: 9.1.5 By or pursuant to, nr under authority o� any fegislative act, resolution or rule, ox any arder or decree of any court or governmental baard, agency or offcer, a receiver, trustee, ctastodian, liquidator or other similar of�icial takes possession or con#xo� of all ar substantially all oftk�e property ofAirline and such possessian ar control continues in effect for a per�od of sixty (60) days. 9.1.6 Airline becvmes a corporation in dissolution. 9.1.7 The let�ing, license or other interest of or rights of Airline hereunder is transferred to, pass to or devnive upon, by operation of taw or ofherwise, any other person, firm, corparation or other entity, by, in connection with or as a result of any banlcruptcy, insolvency, ttvsteeship, liquidation or ather proceedings or occurrenc� des�ribed in Sections 9.1.1 thz'ough 9,1.6. 9.1.8 Airline fails duly and timely to pay any Landing Fees and other fees a�ad charges due �nder this Agreement when due to the City, and such faiInre shali continue for thirty (30) days beyond AirIine's receipt of a written notice of such breach rax de�ault from the Airport Operator. 9.1.9 There occurs an assigtiment ar transfer and such assignrr�ent or transfer is noi reversed within thirty (3Q) days after written notice by the City. 9.1.10 Airline abandons the canduct of husiness at the Airport, and in cannection with this abandonment, suspend operations for a period of sixty (60) days in the absence of a labar dispute, force rnajeure event in accordance wikh Section 23_12 or other governmental action in �vhich Airline is directly in�olved. �3.1.11 Airiine fails to abtain and maintain the insurance required by Sectian, 6.2 or pravide copies of the �olicies or aerti�cates (3ncluding without iimitation t�ose ralated to renewals of such cawerages} to the City as required and, only wi� respect to providit�� copies of the policies or certificates, the failure to pro�ide the capies shall continue ibr fi�e (5) days beyond Airline's receipt af a written notice frorr� the City of sueh breach or default. -21- Execu�on C�py 9.1. [ 2 T� the extent app�ica�le, Airline fa�ls to tneet any of Airline's Security Deposit r�quirements set %rth in Sectian 4.6 and such failure continues for fihirty (3Q) days �eyond Airline's receipi of a written notice frntn the City of such breacn or default. 9_1.i3 Airline fails to keep, perform and ohserve each and e�ery other pramise, representation, covenant and agreernent set forth in this A�reernent, and s�ch faitur� coniinues for a perind of more than thirty (30} days after the Airport �perator's delivery of written nQtice of such failure ar, if satisfactio�n of such obligation requires activity over a period c�f tir�'te, if Airline fails ta commence t�e cure of such failUre within thirly {3D) days after Airline's receipt of such notice, or tl�ereafter iails to diligently prosecute such cure, or fails to actually cause such cure vvithin sixty (60) days ofthe Airport Operator's delivery of such notice. 9.2 City's Remedies. 9.2.1 General Remedies. (a) lxlhene�er any Event of Default occurs (other th�,n a default pursr�ant tq Subsection 9.1.3 �pon which termination of this Agreement, at #he City's opkion, shall be effective immediately vvithout iurther natiae), this Agreement and all of Airline's rights hereunder shall terminate if the written no#ice of default so provides. (b) Th� Ciiy's actinn purSuant tn this ScCtion 9.2.1 shail not in any way IiIIL1L L�1C CILy 1I1 L41C �]i1.I"S1i�L U�dtl� 17t�i�l� a�l�Iitio��al rigirt tra• k•�ui�dy availa�le to t�ic City in law ar in eq�ity by reasnn af Airline's default. 9,3 Termination. Tbis Agreemenk rnay be terminated in advance of its Expiration Date in the foilor�ving er+ents; 4.�.1 �f any federal, state or lacal government, or agency or instrumentality thereof, takes, by condemnation or deed or conveyance in lieu therenf, title, possession, or the right ta possessior� ofthe Airport or any substantial portion thereof, the City znay, ai its option, terminate this Agreemen.t as of the date of such takin�; ar 9.3.2 Ifany cou�t �iaving juri�dicti�n rende�-s a decisxan that has become final and will per�nanently or for a substantial period of time prevent the City's performancc of any of its �naterial obligations under tl�is Agreem�nt, eitk�er party hereto tnay terminate klzis Agreement by written notice. T�ais right of terrnination shaIl be and remain effective whether or not ths City, by taking affirxnative action or by inaction, could have prevented the rendering a�'the deeision, or could have caused the c�ecision to be vacated befare it became final. 9.3.3 Tf this Agreem�nt is tertninafied under this Sec�i�n 9.3, all righls and obligations of the pa�ies shall tarminate {with the exG�ption of (i) any u�dischar�ed rights and obligations #hat acerued prior to the effective date of such terminatian and (ii) any rights and obligations tl�at ti�is Agreement expressly states shall surviva such termination). -22- Execu�on Cvpy 9.4 The City's Right to Per�oxm. AIl agreemen.ts and obligations to he per�ormed by Airline under this Agreement shall be at Airline's sole cost and expense and without any abatemer�t ofLanding Fees and other fees a�nd charges due u�der this Agreement. 9,5 Airline's Rights Related to Tern�inatian. In the event of any termination based on any breach by Airline of the cavenants, terrr�s and conditions contained in this Agreement, all of Aitline's rights, powers and priv�leges under this Agreernent shall cease. Airline shall have no claim of any kind wi�atsoever against the City by reason of such ierminatian, or by reason of any act by the City related io such termination. 9_6 Bankruptcy. Tn no event shall this Agreement or any rigltts or privileges hereunder be an asset nf Airline under any bxnkruptcy, insolven�cy or reorganization proceedings. To the extent consistent with and parmitted under the United States Banlzaruptcy Code or sir�ilar debtor relief laws, if Airline seeks protection under the United States Bani�uptcy Code or similar deb#or relief laws, ar is currently nperating under th� protectian af the United States Bankruptcy Code or other similar debtor relie�' la�vs, Airline sk�all comply with every provision afthis Agreement as and when required under this Agreernent, including without Iimitatian perfornning any required remediation relating to any environmental rr�atter pursuant to Airline's obligatians under Article 1 l which arose prior to ar arises c�ttx'ing the course ofAirlir�e's banlc�-uptcy case. No Cargo Carrier wiil6e allnwed to assume khis Agreement without performing any required reynediatfon as part af the cure of any Event of Default under this Agreement. Article i0 AIItPQRT DEFAULT Al�]D TERMINATION BY A�RLIllTE 10.1 Events of Default. The e�ents desaribed below are deemed Events of Default by the City hereunder: 10.1 _ 1 The City fails to keep, perform or observe any material term, covenant ar condition herein cantained to be k�pt, pert'ormed, or obser�ed by the City and such failure continues %r thirty (30) days after receipt of written natice fram AirIine; or, if by its nature such default cannot be cured within such thirty (30) day period, the City shall not cornrnence ta cure or renaave such defauli within said tk�irky (30) days and to cure nr rezx�ove the same as promptly as reasonabiy practicable; 10.1.2 Th� Airport is closed to flights in general ar to ihe flights ofAirlir�e, for reasons other than thase circurnstances wiYhin Airline's control, and Airpart fails to be reopened to sueh �igi�ts within thirty (30) consecutive days from such closux�e. �0.1.3 The Airport is permanenily clased as an air carrier ai�ort by act of any �`ederal, state, or local govemment agency k�aving cotnpetent jurisd�ction; ar Airline is unable to use Air}?ori for a period of at least thirty (30) consecutive days due to any law or any order, ru�e or regulatin�n of any gavernmental authority having jurisdiction over the operatians of the Airport; ar -23- Execu�on Copy �ny cour� of competent jurisdictinn issues an injunction preventing the Gily or Airlin� frarin using Airpori �nr airport purposes, for reasQns other than thase circumstances withzn Airlinc's contral, and such injunction remains in force for a period of at �eas� thirty (3D) cons�cuti�ve days. 10.1.4 T`tae United States Governmenf nr any authorized agency of the same {by executive order or otherwise) assumes ihe operatian, contral or use of the Airport in such a manner as to substantially restrict Airline from conducting its operations, if sueh restriction be continued for a periad of thirty (30j consecutiv� days or mare, 1 Q.2 Airlinc's Remedy. So long as Airline is not in default as set forth in Article 9 of this Ag�eernent, includiz�g, but not limited to, paymenis due to the City k�ereunder, Airline �ay cancel this Agreement upon t�e accurrence of an Event ofDeiault set torth in Section 10_1. In such event, Airline shall serve thirry {30) day advarice written notice of cancellation to the Ciiy. Al1 Landin� Fees and other fees and eharges due �ander this Agreet�.ent shall cease as of the date of such cancellatiot�. In addiiion to the cancellatian of this Agreetr�ent, Airline may exercise ax�y remedy provided by law or in equity. ArticIe 11 ENVIRONIVIENTAL For purposes of this Agreement, the following deftnitians shall apply to environmental matters: "Discharge" means an act or ornission by which Hazardous Maierials, Solid Waste, Process Water, or atty substances or tnaterials regulated vnder Envirnnmentai Laws, naw or in �he future, are leaked, spilled, poured, deposited, or otherwise entered into wetlands, groundwater, waters in the SEate af Texas, or waters of the United States, or by which #hose substances are deposited where, unless eont�'o11e� or ret�oved, t}tey may drain, seep, run, or otherwise enter said waiers. `Bnviranmental Impact Claim" means any claim, suit, judgment, penaliy, fine, ioss, cost recovety action, administ.rative proc�eding, request %r infoxmation (when such request is by a governmental ageney), order or citation by any governmental agency, notice, cost, or expense (including but not limited to documeated costs of investigation, study, cleanup, removal, respanse, remediativn, txansportation, disposal, restoration, monitoring, and reasonable fees af consuita�nts, cor�tractors, and at�arnays) which arises out of, is related to, aPle�es, or i� based on the presence, transporta#ion, handling, treatment, storage, or Release, dispersal, disposal, etnission, escape, Discharge, or rzazgration of any Hazardaus Material(s), Process Water, or Solid Waste, any other chamical, material, irritant, reguiaYed substance, or toxic substance, whether solid, iiquid, ar gaseous in nature, ar which has at�y adverse effect nn wildlife. Enviranmental Impa.ct Claitn sha11 exclude personal injUty, wrongful death, product liability, and eneirontxiental jusiice claims. "En�rironmental Indemnitees" has the ta7eaning se# forth'in Section IU.�. "Environmentai Law(s)" �neans all exis�ing and future federal, stake, and local laws and permits, including without limitation the Airport Rules and Reg�alations and all other statutes, ordinances, rules, orders and re�uiations relatin� to pratection of the environment, wildlife, public health or public safety. -�4- Execu�on Copy "Greenho�ase Gas" or "GHG" has khe same definition as in the Mandatary Greenhouse Gas Reporting RuIe {40 C.F.R_ § 98.6 (2009)), as it may be amended frorn tirne to time. "Hazardous Material(s)" ttxeans any substance regulated under or subject to Et�virot�nnental Laws: (a)the pxesenee af which requires znvestigatson, abaternent, response, removal, or remediation under any Environmenta� Law; or (b} that is ar becomes defined as a hazardous waste, hazardous substance, toxic subsiance, regulated substance, poilutant, or contaminant under any Environmental Law, including without linnitaiion the Co�npr�hensi�e Enviranrriental Respanse, Connpensation at�d LiabiIity AcY, the Resource Conservation and Recovery Act, the Texas Water Code, or the Texas Health and 5a%ty Code; or (c) tne presence of which on the Airport poses nr thxeatens to pose a hazard ta the health or safety nf persans on or about the Airport; ar (d) that cnntains, sewage, gasoline, diesel fueI, petroleum hydroaarbc�ns, natural gas liquids, ethyl�ne glyco�, propylene glycol, potassium acefiate, polychlorinated biphenyls ("PCBs"), asbestos, Iead paint, ar urea formaldahyde foam insulation. "NPDES" means the Natianal Pollutarit Discharge Elimination System. "Process Water" tneans v►+ater, other than stot�n water or rainwater, that rluring manufaciuring, trsating, processing, or cleaning, comes into direct contact with or resul#s fi'orn the production or use of any raw material, �nterrnediate product, finished product, by product, or waste. "Release" means any depositing, spiIling, ieaking, pum�sing, pouring, emitting, ex�ptying, discharging, in�ecting, escaping, Ieaching, durnping, or disposittg inia the environment, or a threat of release such ihat a release may or could enter the environrnent. "Solid Waste" has the saz�e meaning as in the Resource Consarvatian and Recovety Act and ihe Texas Health and Safety Cod�. "SWPPP" mea�s Storm Water Pollution Prevention Plan. "TPDE5" means the Texas Pollutan.t Discharge EIimination Systenn. "Water in the State o� Te�as" has the same rr�eaning as in Texas Water Code Section 26.00i, as amended frorn kime to time. "Waters oi the United StaYes" has the same meaning as in 40 C.F'.R. Section 122.2, as amended from tirne ta time A�1 atk�er terms used herein ha�ve the meaning sct forth in Article I, "General Definitions." 11.1 Airline Representations, Warrankies, Anti Covenants. A�rline represents, warrants, and covenants the follovving: 11.1.1 Air�ine has abtained and throughout the terrr� of this Agreement shall ohtain and tnaintain atl applicable iicens�s, pernaits, registrations and other authorizations and ap- provals required under Environmental Laws and shall provide any notices required under Env�- ronnaental Laws %r conducting its operations at ihe Airport during the term af this Agreement. 6�1.� Execution Copy Airline shall req��ire Airline Fnfities tn nhtain and maintain all applicable licenses, pertnits, re�is- trations and at�aer authorizations required by Environmental Lavvs �n order to condt�ct their opera� tions and activities at the Airport. I 1.1.2 Airline shall comply and shall require Airline Entities ta cornpiy, with all applieable Airport Rules and ReguIations, sa long as such Airport Rules and Regulations do nat unreasonabIy affect Airline's rights undar this Agreement. Such Airport Rules and Regulations shall be reasonable, nondiscrimir�atory and not in contlict with any Environmental Laws. 1 I.1.3 Airline shal l not cause or contribute #o or allow or pert�ra it Airline Entities to cause ar coniribute to: (aj any Release or Disclaarge of any Hazardnus Material, Solid Waste, or Process Water at Airport, u�nless aut�orized b,y an Enviranmental Law or Airport Rules and Regulations; (b) any violation of any applicable En�ironm�ntal Law as a result, in whole or in parE, of the use by or operations of Airline at Airport, ar those of Airline Entities; {c) any Release ar Discharge which �s a materially co�ntributing cause of the City exceeding the effluent 1zzz�its of any individual storm water discharge per!mit issued ta the City, Multi-Sectar General Petmit, Munici�al ,Se�arate �tnrm 5ewer �ystem perrrtit, nr any �tpplicable %�iera� ef�u�ul litiiildliut� �ui�leliue; or (d} �ny contaminatian or polIution a�the soiI, surf�ce waters, or ground- water at or underlying the Airport. 1I.1.4 Airline shall handle, �se, stare, dispose of, or atk�erwise manage, and sl�all require Airizne Entities to handle, use, stare, dispose o% nr ntherwise manage any Hazardaus Material, Process Water, or Solid �Naste at the Airport in a lawfifl and prudent tnanner and so as to prevant khe Release or Discharge of any Hazatdous Matexial, Process '�ater, or Solid Waste that does or tz�ay pollute or contaminate ths environment, or that does or �nay adversely affect the health, welfare, or safety of persans whet�er located within th� Airport. Without limiting t�se fare� going, Airline shall not conduct or allow any Airline Entitxes to conduct any operations ar activities involving the use or application of ethylene glycoI, propylene g(ycnl, or ar�y ather substance in d�- icing or anti-icing at any location at the Airport e�cept in aecordance with aII app�icabie Environ- mental Laws and Airport Rules and Regulations_ 11.1.5 AirIine shall be responsibie for the proper removaI and disposal of all Hazardous Materxals generated by Airizne, or resulting from Airline's use, activities, and opera- tions, at the Airport, inclvding those acti�ities and aperations conducted an Airline's behalf by Airline Entities. 1 I.1.6 Airline understands and acknowledges that certain of the City's future capital projects may require review or approval by the I'AA, the Environmental Protection Agency {"EPA"), or Ehe T�xas Cammissian on Enviranrnental Quality ("TCEQ") or th�ir successor agen- cies, pursuant to requirements irnposcd upon Che Airport or the City, including but nat limited to State Implernentation. Plans, Generai Conformity Deterrninations, other requirements reIaied to the _2�_ Execution Copy status of the Dallas-Fort Worth reginn as non-attainment for ozone, and any reduction in Green- k�nuse Gas emissions. If requested by the City, Airline shall reasonably assist the City in preparing such subrnittais as are reyuired of the City by �AA, EPA, o� TCEQ, or their suaaessor agencies, in connection with City capital projects which benefit Airline. 11.1.7 AirIine sh.all require Airline Entities to undergo such training as is re- quired by applicable Environmental Lavvs and Airpori Rules and Regulations. Airline slaall desig- nate which of its emplc�yees should undergo such traini�g. 11.1.8 If Airline causes ar contributes tn a Re�ease, Discharge, ar spill of Haz- ardous Materials, Solid Waste, or Process Water at the Airport that is abo�e any applicable repart- able quantity set forth in any applicable Environtnental Law, Airline shall report such Release nr Discharge to th�; �ppropriate governme�atal authoriiies in compliance with applicable Environmen- tal Law. Airline shall require Airline Entities to report any Release or Diseharge to the appropriate governmental authorities, in com.pliance wifh applieable Environrnental Law, if said third party causes or contributes to a Discharge or Release ofHazardous Materiats, Solid Waste, nr Process Water above any reportable qUantity set forth i� any applicable Environtx�ental Law. 1 l.l .9 Airline acknnwledges that the City and Airline are subject to certain Na- tional and Texas Pollutian Discharge Eliminatzan System permits ("NPDE�" and "TPDES"), state and federal storm water regu�ations, and federal effluent limitatian �uidelines, it�cluding, without li�nitation, EPA Administered Perrnit Programs, 40 C.F.R. § 122 (20Q9j, as amended frona time to time, for operations at the Airport. Airjine sl�ail conduct operations and acti�ities afi the Airport, including bt�t not limited to de-icing, antiricing, and construction, and shall require Airline Entities to conduct operaiion.s and activities at the Airport in compliance �+ith applicable Environmental La�vs and Airport Rules �.nd Regulations. Airline acicnowledges that its reasanable cooperation is necessary to ensure Airport's compliance with any applicable NPDES or TPDES stnrm water per- mits and effluent limitatian guidelin�s under Environ�nental Laws. Airline shalt mini�nize the ex- posure to stortn water oimaterials generated, stored, handled, or used by Airline ar Airline Entities at the Airport including without lirnitation soil and sedimen� expased by constructian activities, Solid Waste, and Hazardans Materials, by implementing and requiring implementation of certain "Best Managetxxent Practices" as defined by Environnnentai Laws. Airline further acicnowledges tY�at any TPDES or NPDES storm water discharge �ermit issued to the City or any efflt�ent li�zta- tian guidelines applicable Cn the Air�art ar Airline are inco�poeated by re�erence into this Agree- ment to the extent a£�ecting AirIine's ope:ratzons at or use of the Aiz�port or operatio�s or aativities conducted on its behalf at the Airport, or necessitating Airline's reasonable coaperation to assure tha City's compliar�ce therewith. The City shall endeavarto negotiate reasonable and cnst effective terms and canditions of any pe�i#s issued to the Ciity which may affect Airline's operations at ar use of the Airport or operations or activities conduct�d on. its behalf at the Airpor-�, or which may necessitaie Airline's reasonable cooperation to assure the City's compliance therewith. 11.1. ] 0 Airline or Aitline Entities shall not create any 4�uman-made structure, Iand use practice, or human-tnade faature, or maintain any conditian, tha# creates an unreasonable wildlife attraction, including, but not li�tz��ted to, architectural features, landscaping, waste disposal sites, agricultural or aquacultural activities, without appropriat� cov�erings or other mitigati�n measures. -27- E�����o� copy 1�.2 Iuformatian to he Provided ta thc City. 11.2.1 Tf Airline receives any written notice, correspander�ce, citation, order, warning, co�nplaint, inquiry, claim or dr;ax►and regarding the Airline's operatinns at the Airport that is not legaily privileged, made �anfidential by applicable law, or protected as trad� searrets: (a) concerning any alleged contaminafson, or Discharge, ar Release of Hazardous Material, Solid Waste, Process Water by Airline or by Airline Entities; or (b) alleging that Airline or an Airline Entity is the subject of atx Envi- ro��»ental Impact Ciaim or alleging that Airline or an Airline Entity, or may be, in vio�a#ion of any Environmental Law{s); or (cj ass�rting that Airline ar arzy s�ch third party as identified in clauses (I) and {2} abave is liable for the cost of in�estigation ar remediation of a Release or Diseharge; 11.2.2 Airline shatl immediately, but not later than �ve (5) days after Airline's receipt, inform the Cify and Airport Operatnr in writing of sartne, including a copy af'such notice received by Airline. 1].2.3 Airline shali simultaneously pro�+ide ta the City and Airpart Operator copies of its submittals of a�ay non-privileged xeports or notices reyuired under En.vironmental Laws to any gnvernmental agency regarding: (a) Airline'S all�ged failure to cornpty with any Envirnnrnental Law� at th� Airport, or {b) at�y Reiease or Discharge arising out o� the past ar present opera- tions ai or use ofthe Airpart by Airline or Airiine Entiti�s. 11.2.4 Aitline shall make available, within ten (1 {l) days of Airline's receipt oi the City's written r�quest, the non-privileged documenis that Airline has subtr�itted to any govern- meneal agency pertaining to the environmental compliance status of Airline's operations at or use of the Airport, including without limitatian any and all non-privileged records, pernlits, tast results, sample results, written or slectronic documentation, studies, or other docu�nentafion regarding en- vironmental cor�ditions or relating to the pres�nce, use, starage, disposal, or treatment of any Haz� ardaus Material ar Solid �Vaste at the Airpart by Airlin� or Airline Entiti�s. I 1.3 R�sponse and Conapliance Actions. 113.1 Without limiting the indemrtity obligations of 5ection 11.7, i�during the term of this Agreement Airline ar an Airline Entity is the sole cause of a Release, Discharge, or spill a�� H�zardous Ms�tcrial (including, buk not limited to khose which contannit�ate ar pollute any surface water, ground water, infrastruciure, ar canveyance system.), as is reasonably detertnined by the City pursuant to Environmental Laws, at any portion of #he Airport, in connection with their operatians at the Airport, Airrline sHa11: -28- Executioh Copy (a) orally notify the City attd the Airport Operaior of svch Release, Dis- charge, or spill; (b) report such Release, Discharge, or spill to ap�ropriate governmental agencies in accnrciance with applicable Environmental �,aws, including but not limited to 30 Tx. Admin. Code § 327.3, as it may be amended fram time ta time; {c) immediately abate and respond to the Release, I3ischarge, or spill of a Hazardous Material, as requiured by ap�ticable Environmental Laws, including but noi limited to 30 Tx. Admin. Code § 327.5, as it may be amended from time to time; (d) take alt further actinns necessary or required under Environmental Laws to mitigate any imminent threat to hut�nan health or ihe environment; and (e} undertake at�y further repairs, remediation, oz' corrective actions as are required by Environtnental Lavas or a governmental agency with jurisdiction, tv remediate any such Release, Discharge or spill of a Hazardovs Material, and any resulting pollution or contami- nation. 11.3.2 Without limitin�g tihe indemnity ab�igations of Section l 1.7, i% as is rea- sonab�y detertnined by the Cify, Airline or an Airline Entily is the sole cayse af a Release, Dis- charge or spill af a Hazardous Material at khe Airport, or one oimultiple contribuiors to a ReIease, Discharge or spill of a Hazardous Material within the Airport, Airtine shall be responsible for ensuring t�at the notification, reporting, abatement, remediaYion, and other actions required by 11 _4.1 are accomplished. At the titne the City makes a determination pursuank to suhsection 11.4.2, the City shall provide Airline with ali nor�-privileged records, permits, test results, sample results, written nr electron�c doaunaentation, studies or other documentation used to support its determina- tion. Nothing in this Agreement sk�all prevet�t Airline fram seeking to recover its costs fi-om po- tentially responsible parties. 113.3 If the City cannot determine weth reasonable effort that Airline is a cause of or has contributed to a ReIease, Discharge, nr spiIl at or from the Airport, Airline shaIl not b� responsiE�le for any obligation to report, in�estigate or remediate it. If the C�ty cannot identi�y with reasanable effort any of th� parties contributing to or responsible for a Release or Discharge, or spill at or ftorn fhe Airport, the City shall be responsibie for any nbligation to rreport, contain, investigate, or remediaie such contaminatian, Release, ar Discharge, or spill. 11.3,4 If, as is reasonably determined by the City, Airline: (a) does not diligently take irnmediate and all other actions required by ap'plicable Envirnnmental La�vvs, including but not Iimited to 30 Tx. Admin. Code § 327, in re- sponse to a Release, Discharge or spill for vt�hich it is responsible under Section 11.4, within the time{s) prescribed by such Environmental Law(s); or (b) does not perform or complete aIl necessary repairs, corrective ac- tions or rerr��diation for which it is respansible under Sectian 1 l.4 within the time(s) prescri6ed by atpplicable E�vironrnental Laws, or �vithin the time reasonably necessary ta enable the City to meei its obligakions under Environrnental Laws (subject to the conditior� that the City m�st �rst _2g_ Execu�on Cnpy provide reasonable advance written �aotice to Airline af such pblig�tions, except in emergency circumstances in which such advance notice is not possible), then the City, in addition to its rights and rernedies described elsewhere int this Agreernent, may, at its �lection, upan reasona6le written notice, enter the affected area, and take whate�er action the City reaso�ably deems necessary to protect the p�zblic health and safety and the environn�ent, or to enable the City to fneet ifs c�bliga- tions under Environmental Laws, within the time required under such Environmental Laws, at Airline's expense, although nothing hereita sha11 prejudice t�e right ofAirline to contest the City's determinatior�s made under this Section i 1.4.4. 11.4 Correction of Environmental �Ton-complian�c. 1 I.4.1 If the operations or activiiies at or nse oithe Airport by Airline or Airline Entities are in alleged non-compliance with any applicable Enviranmental Law (as is reasonably dete�`rnined by the City or as is determined by any go�ernrr�ental agency witii enforcement author- ity re�arding such alleged norz-compliance) or Airport Rules and Regulations, or result is� eantam- ination or pollution at or under the Airpork, a�d provid�d that the siivatian ar condition in question does not, as determined by the City in iis reasonable discretion, require immediat� action pursuanf to applicable En.vironmental Laws and Section L 1.4.4, the Ciiy agrees to notify Airline in wriYing ofthe alleged noncompliance or contamination or pallution and shall require Airline tp take action to address such non-compliance within thirty (30) days of Airline's reaeipt of notice, unless com- pliance is requirsd sooner by a governmental agency ar a�rplicable Environmental Law. Within tliat t�iirly (30) day periad, or such shorter period as is required by applicablc Environ�ental Law ar governmental agency, Airline shall have the oppartunity to take whatever action is necessary or required by Environmental Laws, ta correct such noncompliance, ensure t�Zak it is corrected, or provide �he Ciry a binding commitrnent to do so within a reast�nable time. Airline shali also have the right during that thirty (30) day period to challenge any City determination afnon-cnmpliance_ Airline's obligatians to the Ciiy under �his Section may b� deferred, upon mutual consent of Lhe parties, until a iinal resolution of or ruling on such cha�lenge has been issued. Should Airline pr�- vaii in suck� a chal�enge, Airline shalI have no further obli�ation undet khzs Section with respect to �hat particular alleged non-compliance. 11.4.2 If Airline does nnt take svch corrective action, chaljenge the Ciky's de- termination of non-compliance, or provide a binding cammitment to aciclress the non-compliance vvitlzin the thirty (30) day periad reterenced i� Seetion 11.5.I, the City or its authorized contractors �nd car�s�itants may, at th� City's option, enter any par� of the Airport ar�d take such rneasures as t�ae City �nay reasonahly deem necessary to correct the alleged non-compiiance and to investigate and Xemediate any related ennfarnination,, all ai Air�ine's expense. A31 raasonable and documented cost� associated with any action by tl�e City or its contractars or consultants in conn�ction with this Section, inclu�ing but nat limited to reasonable attorneys` fees and expenses, and Airpart staff time and expenses, shall be subject to the reirrihursernent and indemnifica#ian requirerr�ents of this Article. (a) Nothing in this Sect�on is intended or sh�all be consfrued so as ta prevent fhe City or Airline from exercising, in their reasanable discre�ion, any ri�hts granted or available elsewhere in this Article, in this Agreeznent, or by law. �3p� Execution Copy 11.5 Carrective Action Process. 11.5.1 Before commencing any investigation, remediation, or correeti�e ac#io�a at tl�e Airport under this Agreeme�t, and except fnr any itnmediate abatement action required under Section 11.4, Airline sha�l provide �he related propased plans for such invesiigation, rerr�ediation or corr�ctive action to the City �'nr approval, which shall not be unreasonably with�eld. The work shall be perfarmed at Airline`s expense, and the City slaall have the right to review and inspect all such worl� at any tin�ae using consultants and representatives of the City's ch.oice, at the City's expense. Specific cleanup Levels for any enviro�mental remediation work shaSl comply with ap- plicable Enviranmental Laws. Airline shall, at AirIine's owr� cost ar�d expense, have all tests �aer- fortned, and reports and studies prepat'ed, and shall provide such information to any governmental agency as may be required by Environmental Laws, with a aopy to the City. This obligation in- eludes but is z�at limited to any requirements for a site characterization, site assessment, Affected Property Assessment Report, and remedia�l action plan that may be necessary. Tn the event de�d recordation by the Csiy is nacessary, Airline shall reimburse the City far alI deed recordation fees and reasonable attorneys' fees ix�curred in connection with such recordation. 11,5.2 Any remedial or other activity undsrka�en by Airline under this Article shail not be construed ta impair Airline's rights, if an�, to seek contributitin or indemnity from any person. 11.53 Airline may not seek a Municipal Setting Desi�nation for any grour�d- water underlying the Airpart without obtaining the City's written approval in advance. 11.6 En�ironmental Indemni�cation and Rei�tnburscment. 1 l.f.l Notwithstanding any other provision to the contrary, and without liznit- ing any flther indemnity in this Agreement, Airlir�e agrees to indemnify, defend, and �o1d harmless the City, its past, present or future directors, officers, members, agents and eznployees, the City's council, council metnbers, agents, and employees and the Airpar� Operator ("Environmental In- demnitees"}, f'rom and against any and all claims, demands, penalties, fines, suit5, actions, admin- istrative proceedin�s (in:cIuding formal and informal enforcernent}, government orders, judgments, loss, �amages, liabilities, costs, and e��renses (including but not li�nited #o reasonable and docu� menYed attortisys' and consultants` fees and expenses, litigatian costs, expert wi�tness fees, and ex- penses of inves�igation, removal, xetnediatian, ar other required plan, report, or response acHon) when incurred and whether incurred in d�fense of acival Iitigatian or in reasonable anticipation of litigation to the extent resulting frorn: Articie; or (a) the breach by Airline af any representation or warranty made in this (b) the failure of Airline to meet iis abligations u�de:r this Article in a full and time�y manner, whe#her caused by Airline or any tl�ird �arty under Airline's direction or control; or (c) docurnented loss by an,y Envirannnental Inde�nni#ee(s) from any En- vironrnenta! Impact Ciazrz�, to khe extent caused by the operatians, activities, action or inactiora nf Airlir►e nr Airline Entities, at the Airport during the term of this Agreemeni. -31- Execu�on Copy I 1.f.2 Tn the event the City undertakes any action, including but nat limited to respanse or corrective actian, repairs, or remedzation, in ihe exercise of its rights with tespect to Airiine un.der t11is Article, Airii�e s�asll reirriburse the City, upon reasonable written notice by tlae City, for all reasonab�e and dacumented costs t#�at the City inc�,trs in association with such action, including but not limited ta cansultants' fees, cnntractars' %es, reasonable attorneys' fees and ex- penses, an.d e�cpenses of investigation, repair, response or corrective action and zeznediation. 11.6.3 Notwithstandin� any ather provision tc� the cankrary, and tp the extent permi#ted by law, the City agraes to indemnify and hold harmless Airline and its directors, officers, agents and employees fram and against any and all claitr�s, deman.ds, penaltie�, fines, suits, ackians, adtninistrative proceedings (including informa� proceedings), government orders, judgments, Inss, damages, liabilities, eosts, and expenses (inciuding but not limfted to reasonable and documented aitorr�eys' and consu�iants' fees anci expenses, litigation costs, expert witness fees, and �xpenses af in�estigation, removal, remediation, or other required plan ar respons� action) to the extent result- ing from (i) failure of t�s City to meet its obligations under this Artic�e, or (ii) the docurnented loss by Airline, its directnrs, o�ficers, agents or employees to a third party or governmental entity fram any Environmental Impact Clairn, to the extent resulti�ag from t�e ogerations, activities, ac- tions or inaction oft�e Ciry or any other party under the City's direction and contrnl. 11.6.4 Regardless of the date of terminaiion of this Agresnaent, the indemnify- ing party's representations, obligatians and liabitities under this Articl� shall continue as Iong as the indetnnifted pariy bears any liabiliiy or respunsibility under t��is At�icle or tlie Enviz'o��t�xesital Lavvs. 11.7 Limitations. Airline's obligations under this Article shail not apply to: 1 l.7.1 Contamination that existed at the Airport prior to Airline's initial occU- pancy or operations at such area(s) of contamination at the Airport, provided t��t neithert Airlxne nor any other parly und�r Airliffe's direction or cniytrol, ar conducting opera#ions or activiiies on its behalf, subsequently contributed ta sueh contarninaiion; or 11.7.2 Releases that migrate onto, into, or �rarr� the Airport and that were not causad by Airline or third parties u�ader Airline's direction or control or conducting operations or acti�ities on its b�half; or l 1.7.3 Releases or Discharges on, at, ar from the Airport not caused by Airline or AirIit�e E��titi�s; ot' T I.7_4 Releases, Dischar�es, or cantazr�,ination to the extent caused by gross negligence or willful rnisconduct by the City, its agents ar �mployees or any other part'y undex the City's direction or control. 11.$ Waiver. Any rruaiver of any provision of this Artiele, or �ny delay by the City in t�e enforcernent af any xight hereunder, shall neither be construed as a continuing wa�r+er, nor create an expectakion � ^ G- Execution Copy of non-enforcement of that or any other provision or right. Tn order to be effeckive, any waiver af any right, bene�t, ar power hereunder must be in writing and signed by an authorized representaiive of the City, ii being intended that no waiver shall be implied by the City's conduct or failure to act. Any speciiic written waiver shaIl be applicable nnly to tlae par�icUlar facts and circurnstances th.ereby addressed and shall not be of any effect with respcct to future eve:nts, e�+en if any of said future events involve substantially similar circ�mstances. Any rerr�eciies provided for in this Article shall be cumulative and in addition to, and not in lieu of, any other re�edies available to City at Iaw, it� eyui#y, or ntherwise. I 1.9 Survival af En�ironmental Pravisions. Unless sp�cifcally stated slsewhere herezn, the prov�sions of this Article, including the representations, warranties, covenants and rndemnities of Airline, are intended to and shal! survive ter�nination of this Agreement. 11 _ 10 Resource Conservation and Recyclin�. T�ae City reserves the right to institute such policies, programs and measu:res as may be necessary or desirable, in the City's reasonable discretion, for the conser�+ation or preservation of energy, energy related services, water, and other natural resources or as tnay be req�aired to camply with any applicable cades, �rules and regulations, whether mandatory or voluntary. Airline slaall comply with all federal, state, and local laws, rules, regulations, and ordinances and r�ales and regulations perkaining to recycling and energy cons�rvation and nzanagement. Airline and the City shail use �ood faith e��orts to abide by and fully cooperate wifih each o�her in al� aspecCs of such policies and programs, and nothing in Yhis Section will adversely afFect Airline's or the City's rights under this Agreerr�ent. Article 1� A�STG�iMENT Airline shall not, directly or indirectly, assign, sell, hypnthecate or ntherwise trans�er this Agreernenf, without the pxiar written con�sent of the City, such consent not �a be unreasonably withheld. The foregaing shalI no� prevent the assigntnent of this Agreemeni or any portion thereof to any corporatio� with which Airline may merge or consolidat�; provided h.nwever, suc� successor corporation within a reasonable perioc� o� time shall provide written acknowledgement by a duly authc�rizec� corporate officer to the City �at it has assumed aIl obligatians of Airline anci will fully honor all terms and condiYions set f4rth i� thi� Agreernent. Article ] 3 MISCELLANEQUS PROV�SIDNS 13.] Na�ure oiAgreement. This Agreement shall noi be construec� to be a lease of at�y Airport property nor create a landiord-tenant relationshi� between the City and Airline. i3.2 Governing Law a�d Venue. This Agreement has been e�.tered into and shall be governed by, construed and �nterpreted in accordance with t�e laws of th� State of Texas. Venue of any actian brought under this -33- Execunon Copy Ag�'�etryent shall be vested in the state cour�s af Texas in the County of Tarrant or if fecieral j�-isdiction is apprapriate, in the Uni#ed States District Court in the Northern District of T�xas. 13.3 Entir� Understanding. This Agreem�nt contains the entire and �ni� understanding and agre�rnent af ihe City and AirIine, which by acceptir�g this Ag:reernent, acknow�edge tk�at there is no other written or orai understanding or agreement between thetx� vvith respect ta the subject matter of this Agree:tx�ent and that this Agreement supersedes a11 prior negotiations, disaussions, ob�igations and rights of the City and Airline. No waiver, modifcation, amendment ot alteration of this A�reement shaSl be valid unless it is expressed in vvriting and signed by a�thorized represe�atatives oiAieline and ihe Ciry. Airline and the City acl�tzowledge that no other party, nar any agent ar aftorney of any other party, has made az�y promise, representatznn, vwaiver or wa�a'anty whatsoever, expressed or irr�plied, which Is nofi expressly contained in writing in this Agreement and fUrther acknowledge that this Agreement was not executed in reliance upon any callateral prornise, representation, waiver or warranty, ar in :reIiance upnn any be�ief as to any tact not expressly recited in thia Agreernent. 13.4 A�endments. Except as o�herwise expressly pravided herein, the provisions of this Agree�ne�t may be amended only by a written �greetnent signed hy the City and Airline. 13.5 Camulati�ve Rights. Each xight of the City and Airline is cumulaiive arnd is in addition to every other Iegal right that the party may have in the event of any default by t�e other. 13.6 Construction to Save Agreemenf. If a�y term, covenant, condition, or provisian af ihis Agreement is held by a court of cornpetent j�risdiciion to be in�alid, void, or unenforceable, .the remainder o�the provisions hereof shall rernain in fu11 force and e�'eCY and in no way affected, impaired, or invaIidated thereby. IL is tha inteniion af the parties. hereto il�at if any provision of this Agreement is capable of two construetians, one ofwhich would render the provision void and the other of which would render the pravision valid, ihen tl�e provision shall have th� me�ning vvhich renders it �walid. i 3 .7 No Wa�ver. No waiver of default of any af the te�ns, covenants and conditions oithis Agreement to be perforrned, kept and observed by the ather patly shall be construed ar operate as a vvaiver of any subsequent default of any of the ternr�s, covenants or conditions of this Agreement to be �erformed, kepl and ub5ervecl t�y il�e utl�er patty. �+Ta faiiu�•e ota the part ofcithcr party ko require or exaci full and cornplete coinpliance by the otk�er party with any of the cavenants, conditions, or agreetnents of this Agreemeni be co�strued in any manner as a change in or to the terms of this Agreernent or prev�nt the enforcement in full o�any provisiaris. @34- Execulion Co�y �3.8 Relationshxp o�'Pa�-t�es. Nothing in this Agreement shall be deetned or canstrued by the Ciry or Airiine, or by any third party, as creating the relationship af principat and agent, partners, joint ven�rers, or any other similar such relatinnship between fhe City and Airline. 13.9 1�10 Third-ParEy Be�e�tciar�es. There are nn tlaird-pariy beneficiaries to Ehis Agreement oiher than as specif caIly and expressly provided in this Agreement. 13.10 Suecessors snd Assigns. Ail of the terms, provisior�s, covenants, stipulations, conditions and cons�derations in this Agreement sha11 axtend to and bind the legal representatives, successors, and assigns of each pariy to this Agreement. 13. I 1 Labar D�spu#es. Airline agrees to use cor►x�x�ercially reasonable effotts to avoid disruption to the City, its tenants or mem6ers of the pubIic arising from labor disputes rt�volving Airline, and in the event of a strike, picketing, de�ttonstration or other Iabar dif�culfy invalving Airline, to use its good offices, ineluding the utiIization of avai�able Iegal remedies, to minimize or e�iminate any disruption to the City, ifs tenants or mem6ers of the puhiic, arising from such strike, picketing, demonstratinn nr ott�er labor di�'�iculty. 13.12 Force Majeure. If either party [s delayed or hindered in or prevented fronn, tk�e �erfortnance of any act required under this A�reemer�t by reason of strikes, lockouts, Iabor disputes, inability to procure Iabor or materiats, �'ailuxe o� power, riots, ansurrection, terraxisrt�, war, �re or otiae� casualty, or ot�er reason of a similar nature beyond the reasonable control of th� party delayed in performing work or doing ac�s requir�d undcr this Agreement, per%rmance of such act shall be excused for tY�e period of the actuaI delay attributable to such causes, and the period for the p�rformance of any such act shall b� e�tended fnr a period equivalent to the period of such delay (any svch deIay is herein referred to as an "Unavaidable Delay"}. Th'rs S�ction shall nnt be applicable to Airline's obligations to procure insurance or to pay Landing Fees and other fees and charges due under this AgreemenE. If any provision of this Agreement ne�ates or limits the period of any force rnajeure or Unavoidable Del�y extension, such provisinn shall or+erride this Section 13.12. Airline shall give the Ciry notice af any Unavoidable De1ay within a reasonable time (nat ta exceed o�e {I) year) foliowing the occurrence of th.e delaying event. 13.13 No Persanal Lia6ility. No director, oificer, agent, employee, or elected official of either party shall be charged personally nr contr�civally liable by or ta fhe other party under any term or provision of this Agreetnent, or because of any breach af this Agreement, or because of their execvtzon or attemptad execution of this Ag�reer�ent. �35� Execukon Copy 13.14 Acceptance of Payments. The subseqvent accepiance of payments hcr�under by ihe City firorn Airline shall nflt be deemed to b� a waiver of any preceding hreach by Airline of any terrn, covenant, or condiiion o�' this Agreerr�ent, other than the failure of Airline tv pay the particular fees or rent so accepted, regardless of the City's knowledge of such precedin� breach at the time of acceptance of such landing fees and/ar rent. 13.15 Attorneys' Fees. 13.15.1 If the City shall, vs+ithout any fault, be made a party to any litigation commenced by or against Air�ine arising out of Airline's use vr enjoyment of Airport or the Premises and as a result Qfwhich Airiine is finally adjudicated to be liahle, then Airiine shall pay aIl casts aztd reasonabie attorneys' fees incurred by or impos�ci upan the �ity in con�ection r�+ith such litigation. I 3. I 5.2 In any action by tk�e City or Airline against �he otHer for recovery af any surn due under this Agreernent, az- to enforce any of t�e terms, cavenants ar conditions cantained herein, the prevailing party shall be es�titled to reasonable attorneys' fees in addition to costs at�d necessary disbursements incurred in such action, Each party shall give prarnpt notice to the other Qf any ctaim, or suit instiiuted against it that may affect tf�e other party. 13.16 Ta7ces. 13.16.1 This Agreement may result in or create a iaxable possessary interest and be subject to khe payment of properky #axes. Notwithstanding the foregoing, as of the date af execution of thjs Agreernent, na svch Laxes, as provided in this Section 13.15, are applicable. 13.16.2 Tf applicable, Airline shail be liable Eor, and shall pay throughout the Term, all property t�es payable for, or on account of (a) the activities conducted by Airlin� on the Airr�rt; anci (h) �ll t.�xe�, if any, on the personal property af Airline on or at t�te Airport. 13.16.3 Ii applicable, Airline shall reimburse the City far a11 s�ch taxes paid or payable by the City, identified in section 13.16.1 and 13.16.2 above. All ta�c arnounts for which the City is or will he entitIed to reimbursemeni, as pravided for in this Seclion 13. i 6, frosn Airline shall be payabl� by Airline to the City at Ieast f fteen (1 S) days prior tn the du� dates nf the respective ta�c amounts involved; provided that Air�ine shall be entiticd to a tninimum of ten (10) days' written notice ofthe ama�nts payable by Airline. 13.1G.4 Airline may contest, in its own name nr the name ofthe City, the validity or amount of any tax it shall be reynired to pay, under this 5eciion 13.16, to a taxing entxty; provided, however, that Airline shall defend, indemnify and hald the City harmless from ail liability and expense arising froxr� such contest, which oblig2�tions shal� survive �xpiralie��� ur �arlier iermination of Y1xis Agreement and shall provid� securiEy satisfactory to t�e Ciiy for its performance af such inde�nificatio� obligation. e3�,- Execu�on Capy 13.17 Memorandurn of Lease. In the event that the City so req�ests, Airline sl�all execute, attest, acknowledge, and deliv�r �or recordin� a sh.art form M�tnorandaxn af Lease of this Agreement. 13.18 Approval or Consent. Whenever consent or appravai is required herein by either parly to the other, s�ch consent nr approval shaIl not be unr�asonably withheld, canditioned, or delayed. 13.19 Time of the Esseace. Time is of the essence af this Agreement and af each and ai1 of its te�-ims, conditians, covenants and provisions. 13.20 l�Totices. AII notices and payments under this Agreement x�tay be delivered or maiied. If d�livered by messe�ger or courier {including overnight air courier}, they shalt be deemed deli�ered when received at the Street Addresses listed in Sectian I.1. Tf rt�ailed or sent via overnight courier, they shall be sent to t�ae O�ernigk�t Deli�ety and Street Address provided i� Article 1 or to such other respective addresses as either party may from fime to time designate to the other party in writing. All natices and payments mailed by regular mail (includin� first alass) shall be deemed to have been given on fil�e ffth business day following the da#e of maili�g, ii prop�rly mailed and addtessed. Notices and payments sent by cer�ified ar registered mail shall be cieemed ta bave beet� given on the third business day following the date of mailing, i�properly rnailed ar�d addr�ssed. For all types of mail, the postmark affixed hy the United Siates 1'ostal Service shall be conc(usiva avidence ofthe date ofrnailing. Notices delivered �ia courier or overnight courier shall be deenrzed ta have been given upon arxir+al. Notiaes u�der Yhis Agreement are s�fficiet�t if made via emait provided such ernail notice has been sent to an employee af the reeipient Party having knowledge af the matter co�ntained in the notice and is ConSpiAuously ideritlfled as a notice ur�der this Agree�ent, and shail be deemed to have been given on the day the email is sent. 13.21 Counterparts. This Agreement may be executed simUltaneous�y in counterparts, each of which shall be deemed to be an original copy ofthis Agreement and, when taken tagether, shall be deerr�ed ta be one and the same Agreement. 13.22 Capacity to Eazecufc. Airiine shall subrnit a copy of any corporate resolution, if requested by City, vv�ich authorizes a�y directar or officer to act on behaIf of Airline or which authorizes Airline to enter rnto this Agreement. -37- Execu�an Copy 13,23 Incorpor'ation of Exhibits. Afl e�,ibits and attachments refer#-ed to in this Agreement are intended to be and are hereby specifically made a par� of this Agreement. 13.24 Tifies. Paragraph ti�les are inserted only as a matter of eanve�aience and for reference, and in no way defne, limit or descri�e the scope or extent of any provision ofthis Agreem�enf. 13.25 Other Agreements. C)ther than as set forth h�rein, nothing cantained in fihis Agreement shall be deemed or constz�ued to nullify, rLstrict or modify in any �anner the pravisions of any other lease or �on�r��t between City and Airline authorizing t�e use of the Airport, its facilities and appurtenances. 13.26 Agrcement 1�Tot ta Grant More Favarable Term�. During the Terrn, the Ci1y agrees not ta enker inta a�y Iease, contract or other agreennent wit�s any other air carrier cnnducting operations at the Airpart that conta�ins rates, charges or terms mare fa�arable to such air carrier than the rates, charges or tertns Airline has agreed to rxnder this Agreesnent, unless the Authority also makes those more favorable rates, charges or terms available to Airline. The pro�isions af this Section 13.26 shall in na way limit, impair or interfere with the City's ability ta charge or establish such rates and charges as the City may deem applicabte when entering into �ny lease, contract or nther agreement with any party that is not an air carrier. 13.27 Agent for Service. ,�� � w Tt is expressly understood and agreed that i�Airiine is nat a resident ofthe state of'I'exas; ar i� an a�sc�ciation or parinersliip wititnut a�n�mber or p��tner r�siden't of said state, ar •i� �.for�ign` corpor�tic�n nai licensed to do husin�s� �n T�xas, then in atj�+ �u�h event, Airiirie shall �pp�i�tt an agent for ihe purpose of service af gracess in any court action between it and ['ity arising out of ar based upot� this Agreeme�t. Airline shall immediately notify Crty, in writing, of the narne and address of said agent. Such se�~vice shall be mac�e as provided �iy the Iaws of the S�a�e af Texas for seivice upon a non-resident engaging in husiness in the State. It is further expressly agreed, co�venanted and stipuiated �hat, if for any reason, such service oi pracess is rtaot pc�ssibl�, as an alternativc method of service of process; Airline may be per.sonally served out ofthe State of Texas by the registered �nailing of such service at the address set forth in Section 1. I. (Ilemainder of Page Intentionally Le�t BdankJ -3 8- Execu�on Copy IN WITNE�S WHEREOF, the Pariies hereto have caused these presents to he executed on the day and y�ar f tst above written. CITY 9�RT WORTH: 13y:._......,�..,_c�_ - � �.�. .. Name: Fexnando Costa �'�x��� Assistant Citv Mana�er STATE OF TEXA S COUNTY OF BE�ORE ME, the undersigned authority, a Natary Public in and fc�x the State af Texas, on this day personaIly appeared Fernando Costa ,�cnown to rr�e to be the person whose name is subscr�bed to the foregoing insirument, and acknowledged to me that the same was #he act of the City of Fort Warth and that he executed the same as the act of the City of Fort Worth for the purposes and consideration therein expressed and in the capacity therein stated. � �t�GEt2 MI��� v�Nr�LES . �' idotary Pu61lo-State of Texas ~ °~ �* Not�ry Ib #842D808 , � .C,';,mr�lgp�tl �xn FE� 05- 20� ,..._-=L.-.�_, _ � � _: --- --- --�-� - �.. � ��*:a�.. ua.. �:;ce„ �.�a,.,s�4�:Y.r�. > ��fl�,� �.�'�.��4 d:��'�:��a.��� . � � �1.���� �����[�s'� �`� p � �i��t�+���1� ��� i�'i�ti� �.��. r�a��t�E�"�:..txj�:�+�"� X •r'�T�'��i +f?�i'^.lP�"w4+'�' .,� �c�:"krc,o,..i �p `r j� .A61�Y'i.l..a�� ni������ _39_ � ���iT ���I3��°��1fl � s '� �4.���T�� �'� Execu�on Copy SUN COUNTRY �1�C. �y; %C • /�-� N�me: Title: STATE ��I��,§ � COUNTY O�'��.." § BE�'OR�' �, the undersigned authoriry, a N�tary �t�l�l: in and for the 5tate of � r,� ,�� �:�--� , on this day personally appeared _ � �..knnwn tfl me to be the persnn rx�hose name is subscribed to the foregoing instt�ment, and ac�Cnowledged to tate that th� s�me tivas #h� ae� t�� �ur� �c�ur�try �r��, an€d ��at shelhe exeeuted #�xe sam� as tl�e �ct c,F �un Cnurttry Inc. far the purposes and consideration therein expressed and in the capaciiy therein stated. -v. GIVEN UNDER MY HAND AI�TD SEAL OP' OPrIC� this c�� day of 2�. � a� M�gl�iR1P �U�IC 11GIWi����i� __ -�7 �AA_ "� E������ �rti f g� � ���4������ �����'�ig `p �f ��-- _- Contract Compliance Manager: By signing I acknflwledge that I am the person responsible forthe monitoring and administration of this c�t� including ensuring all performance and reporting requirements. ���r� By: � Goodwin Real Property Manager APPROVED AS TO FORM AND LEGALITY: �. _ By: . �- �� � -��� �_��- 1�.1., ��.-,, Assisiant City Attorney M&C: `-0180 Date: March 9, 2021 ATTEST: ,''/ B ��, �h'1 . , ii 1'�Uiary J. Kayser City Secretary ����. �,�_•�,�� f,� .}�. -�;: �� � � �`� �� . � �, � �� ����� . ���e ��� �" .,, a.,: �r'�'�° „� �'�'�.'� A Y���� � �'� �"�, �``� �� i � I �'�� : �.� � k, ,: . '�.,'� �1 ' �� ti �, �F s� .��° �. _... �f.. 4�� _ _ _ _ - ��'���� _..._. _ ��� ������ � ����i o ������� �� � Exhsbil A - �... r � , ,. � � .�. � - - � � k �,,.,. 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G _ ! r I i §:° tx eA>p cy j � E �� � � I �w � � ..� _ �,,.. � EE '; � f 9� : j j� ; 3 - ?i � �II I` � ` I ' I ,. ;; � ,�+ I � � ii+ . i� , I*� i I Ir I' � ` �� a i, � �� ,'i� '� F y I � I �� k � z o-� �� : � , s� II � '�,'� � ` - � �� �y � �� � � � �' � ��� 6��� � 'i � e,. Exhibit R ���� ����� �.�n�„� - ..�.����.���� ALI.iAN�E a M�AC[#Ahl � SI�II�tCS City of Fort Worth Aviatian Department _ �.._...._ � _���.v.���,�,w� �.,.�,�._u.....�.�_.�Nti�...m.a,.�mm�.� .�m,,� ,:r�.�_��.� 201 American Concourse, Ste 330 �o� wortr, Tx,76106 �����i�r� I'�i��i���� ���r���r��� �ety o� 1��� V��r�% ��r��tior� ��p�����t ����� �q�.Tx � a�r�c�r�orr ����� �r� ���r���s 1. ���1f�ITI�N� RND A�R�P�Y�dI^ :..................................................................................9 2, INiR�DU�ii�N .....................a ,,............................,....}......,.................................,.......,.� A. �urpose ................................................................................................................. � �. Regulations ......................o.....,.....................;..........,....,......,...,.................,.....,,....4 G. �ff'ecfiv� U�fe ...,........_......,, ................................................................................._� �. 5elf 5enrice..........., ............. ......�....,,....:.............._.....................,...........,............,. g � r4pplica�iility .....................�oay....a,��. ,........,...x..,....,........,......,.,,..,...............,...,....... � !�: 1/arianc� ......................•---_..........,.....................:...........................................,........ � 3. ��PEERAL RE�UlR�NiENT� .........................................................................................� {�l. �, C �. �. G. tf 1. J. EL �. 1�. In�roduction .......................................................................................................... 7' Leas+�� �r�►�sses.....---� ......................................................................................... 7 Facilifyf�aintenance ............................................................................................7 F'r�ductsp S�r�icesp and �acilitie� a,,,s.se.......ee,ae�e ...................s..e..,.s......,..,........., 8 L.rcenses, Permifs, Ce�tifica�ions, and Ra�ings ................................................. � �mployees ............................................_............................---................................ � �quipment and �ehrcles ...................................................................................... � I�ocr�� ofdctrvi�y ..................................................................................................9 Securr�y.... ................_...........,...................._---............,.....................,..................... 9 Insuranc� .............................................................................................................. 9 lndemnifrca�ion and �'old Harmless ................................................................. � l Enforcemenf.....................�......,...........................,..................................,..,...,....19 Le�sed Pr�mises A�9�Itip►e A�#i�✓��r"�s ........� ................................P...,....---...........12 �. �1XED 8��� OP�RAYt7R (FB�) ...............................................................................13 ,�. �. C, D. E. � �. M. r Introduegion........................................................................................................ 73 Sc�pe of Acfivity ................................................................................................ �� Leased,P'�emises ..............�.......................,..........,,....,.............,..............,........... �4 FuelS�orage �nd �'qufpmer�� ....................................................................,........ 94 FuelingReports .................................................................................................. �� (�rouRd Suppaf and Serwice �'quipmenf ......................................................... 95 bourso��cfie+ity..........� ...............................................:..................................... �6 �anploye�s .........................ao=.00�..00..nna...=a...«.�.=e==.e.�vae..._o...e,..ree_,�,.a,..�e.,......e.,�_,. 96' Aircraf� R�moval ........................... .................................................•--�--............. T� 5. AIRCR��T R�I�►I�d�EAtA{��E �P�I��'AR (SASOj ......................................................17 �. lntroduc�ion..� ..................................................................................................... 'f7 �. �eased Pr�mises .......................................:.....,.........,.........,...,...........,.............. 9� C�mplo,�ees.--------........ ......................._...........................,.......,.......,....,........,.......97 6. AVI�[�1�� OR IR��TRUl�V�P�� l�lAli�iENAiVCE f�P�R�T�R (5A5a) ........................1� �4. Infmductien ........................................................................................................ 98 �. �eased �remrses ................................................................................................'8 C. Licer��es and Certifica�ions ......................�..........,.............�..,�....,.....,..a..,..,....�.. 98 D. Employe�s .......................................................................................................... f� �: Equipment ...........................................................................................................98 _..�.w._ � _�.,��,r..., .w_� __ � �..���_ _..._ mvw . ,..� .,..., ._.: ...�..mr_ ... . _.��� � wv. _ ,.��._ . _ _ . � _ _�.� A�iation IVdinimum 5ta�dards � � Giky ofi ForE Worth Aviation Deparfinent (2077J �'�CIRT ��ftTH �� AVfATidN i�BLE OF ��PIY�fV�� !. w�4rR�FiA�'��R€NTAL �� FLI�HT TRI�I[�IRIG 8P��1T0� (SA�Oj ..... ................. ...'9� A. [n��roduc�ran ........................................................................................................ �9 �. Leased ��emises.�....A ......................................................................................... 99 C. �mploye�s R ......................................................................................................... 99 9. �'quipment .,,r . ...... ...............................�.............�..�........�.....f..........................,. 2R � Mvurs o�Actr�it� ...........................................................................�....................20 �. lnsu�'ance �]isclosure Requr�'ement ..................................................................20 s. �iRCRd�T CH����� OR I�IRCRI��i 14��liV�C�EIV��Ni 8R�12�1iCiF3. (S�►�O)..........a� A. Introduction ............................................................•----•---................................... 29 B. �ease�l Premises ......................................................................�_........................ �9 C. Licenses and Cer�fifications ................................................................:............., a9 D, .�mplayees ..........................................................................................................29 �. �quipment .........................•-----............................,.................,............................ �� r� Mours o��c�i�+ify ................................................................................................2q �. �IR�RAF7 �A�€� OP�RA.TQR (S�SC�) .................................................................... �a A. In�roduction ..:....: ................................................................................................ a� �. Leasecf Premises .................�...................................................................,...,,.....�2 C. �ealership ........................................................................................................... �2 A. Licens�s �Rd C��ificaiians..,. .......................................,_...,.,_..,........................ 22 �. �ou►`s of �ctivity ...............................�.....,............,...,....,.,.......,......,.........,........� 2� �o• �I■\�I\%��� V�Vl1�V� ��6��Y��� `�/rl�M} a��w����r�faliii�i�#�A/��1K�sRt!I���ft�etla�t���i���iiriiii��lllGeV /�. !►�troduc�ion ........................................................................................................ �3 �. Leased Premises ...................................................Y.....,,...........,.....�........,......,.... 23 G. Hours of,�etie+it�r ...........................................�......,.........,....ea...,...,.....,,,...........,.�3 1'�. AVl,�TIOi� �ERVICI� SOLE PROPRIETOR .................................................................�� A. �. �. D. �. � ►r�troduc�ran .....................�.................................................................................. 24 LeasedPremises .............................................................:.......................,........,. �4 �mpla,�ees .............................•-------.................,.......---......................................... �� �`quipmenP ........................................................................................................... 2� b'ours ofActivity ..............................................�..................................:..............2,� Insuranc� Disclosu�e ................:.........................,...:Y.......................................,. �� 12. �Ti-{�R ��Af11Vl�R�lE1L� i4�R01l�AUTICAL ►�C�IVI�[�� ���►��} .........>,....� ................26 .A. Ir�iroduc�ion ........................................................................................................ 26 g, Ge��erf Premises ................................................................................................ �6 C�'mpioyees ...........................<._�..,��gP........,...,.....x...�...............,...,,.............,,.aya�..�=26 �� �q' lf��%lli�iRR4�aa�y�r�wrw��• •w• . siw�aat��wr����a�����������tl��FtA1lst�i��nnaa�.sw�����wMai�la�AfflfYP/�Y�iiNYYY!aik��s F'. Hours of �c#rt�it�r .......................................•-------......:.....,..............-------............... 26 � 3. SE�F �UELINC ..................�.....s...............,.....�....,.,............,,.............,.........,........,.,.,...2� A. In�rodUction ........................................................................................................ 2� �. Permi�/App�oval ................................................a.....a..a�=....�.........�.......,....,.......�. a7 C. �ueling Repar�s*�i���a�aa����r����a�sile���I���l��f����w�a���RAXt�4Yf�fiFx4!ltlf�y���������I���ibii��ila�.Vi:liNetiF �7 1�viation �Aflinimum Standards � �__. � , _,��.,m,�.�.� ��.� � .,�,.�z..�. �u.�_.� �,�,>.....�.�„n,��.� �� _..v�.....>.��..e.� a� _�.ti_ ii C9ty of Fart Worth A�iation Depariment (2077) �'n��� �o���� �� nv���ric�r� iAB�,E OF COiVTEId�'� ..m...��.....� _...._. ,.,,�. �.e �a.�� �.. .��w,..�,�r.b�.�..w..,.�� ._..��.____. � _..�_ ,_.._.. ..�....�.�...�.u...�.0 .w......._.. _ . �_. �. �u�l ���r�r�� arrd Eqe�ip�men� ..... ................................,.......... ............... ........... 27 �: Compliance with �ndironrnental �aw� .............................................................29 F. R�m�diat�vn and ►nsu�anc� 14et�uiremenfs_...........r ......................�.,..........400.,� �9 Ca. 1���'���7t�e1 ...............................................�, o.......o,....................,......,,,.,................. 29 F►. �ermit Revocafro� .............................................................................................. �� Aviaf�on Minimum 5tandar�s ��� ���„������� �� � � � City of Frsrt Worth A�ialion Qepartment {2017j „ .... . ... � . N . i�i� �'���'�o�r�a � AY[ATlO[Y DE�iNIi18NS >� _.w .W ..e „. _ �._ ...aA,.. �� ,.....,...u�...� . _. :._ r,..�., . a . ...... ... .. . . � . . .. .,....... ,... ,. ..._ . ._.� ��._..... . ,.,..,. . _ , .,� �..,..� ... � .. _..., ,...., .. �... a��r�ir���� �.�o scRo�v�s: For purposes vf the A�iakion Minimum Star�dards, the following words, phrases and acronyms sha�! have the meanings respecti�ely ascribed ta them in this section: E1G — Advisory Circular Aeranau�ical �ec�ivi�y -- Any activity o� ser►rice that involves, maEtes possible, facilitates, is �elated to, assists in, ar is required for the operation of Aircraft; any acii�ity tF�at contTibutes to, or is required for the safefy of such operatiar�s; any acti�ity that has a direct relationship to tF�e operation of Aircraft or the operation nf the a[rport. ,Al�{�.{ — Fart Warth A�liance Airport �lgPeemenf - A written cor�tract enforc�abfe by law, executed by both pa�ties, between the City and an Entity transferring rig�ts or inierest in land andlor Impro�ements and/or otherwise authorEzing the conduct of certain activit�es. ,A,ir�cr�afi � Any weight-carrying structur� for navigation in the air and that nbtains support by tF�e dynamic reaction of the air to any obstructian connectec� with the structure. Gliders or ultralights, either powered or unpowered, helicopters, hot air balioons, ar�d airships will be cansidered Aircraft. Ai�craft �hapkerr OpePaFar� — A Commercial Operator engaged in on-c�emand comrr�an carriag� for persons or property, as defined in 14 CFR Part 135, or operates in private carriage, as defined in 14 CFR Part 125, on the Airport. �►�ecPaft I�aintienan�ce �pe�'afiar - An Op�rator engaged in providing Aircraft maintenance, parts, accessories, and related cam}�onents, as defined in 14 CFR Part 43, for Aircraft other fhan those owned, leased, andlor operated by the �perator or� the airport. �►ircraif �Wanagernent Operato� - An Qperator engaged in �he business flf providi�g A�rcraft rr�anagerr�ent includin�, but not limited fo, �light ciispatch, pilot services, f�ight attendant services, or Aircraft maint�nance coordination to the public on the airporf. �eircraft Rental BpePatoe — An Operafnr er�gaged in the rental of Aircraft to the ptablic at ihe airport. �►i�c�aft Sales Operrator -� An Operator engaged in the sale of Aircraft on the airport. This excludes individuals sefling personally owned Aircraft, unless the individual purchases Aircraft for the primary purpose of resale. Ai�craft �to�age �peraior -- An �perator that owns or feasEs an Aircraft storage facility andlor associated affice or shap space nn the airport and sells or su�l�ases such space ta entities engaging in commercia! or non�cQmmercial aeronautical activiti�s. ���por� Roadway - Those temporarily or permanently �raund IEased by others. portions of the airports designated and made avaiEable by the Director for �ehicular traffic anc� not located on A,�+ionics or Insfirumen� NYainfenance Operafor� — A Commercial Operator engaged in tF�e business of maintena�ce or �Iteration of one or more af the iterns described in 14 CFR Part 43, Append�x A(i.e., Aircra#t radios, efectrical systems, or instr�ments) for Aircraft othe� than those owned, leased, andlar o�erated by the Qperator on the �irpor�. A�iationMinimumStandards�.,m.0 .._. ,��.....<«r� ,_v .� �s.���,m,� m�..,�._ �.�,a,�._� �� u.� � .. .n�N.,�.�.�..,,..,.,....�..�.�r City of Fort Worth Aviation Deparkmer�f (2a47j Fo�T �o��r�t ��� /4,'VTA,TCOIV DE�INITIQWS _�.»,�_�.�..a.�.�,.,�.�ma�..�.. _.�.�._G., . .� _,�.M o...a.,,� ��f fn .�` �omme�cfal� �p�ra�ae�— An Enti#y that offers any praducl or servlce for which compensation is recei�ed. Cooperafiv� �rganixation (Conop) — Multiple entities comirtg together for the purpase af join# owr�ership in facilities, equipment, andlor fuel in order to conduct Aeronautieal Acti�ities at t�re Airport. Direc�or - The Director of the A�iation Department is responsible for the admirtistration, operatinns, and maintenance for all city-owrted and operated airports. �H� - Department of Homeland 5ecurity �n�ity - An individual, par�nership, limited liability co�n�any, corporation or other business organization doing business ar desiring fio do business an one or more city- owned gen�ral aviation airp�rts. �� � F'ederal Avi�#ion Adminis#ration �IigF�f T'paining A�eratar - Commercial Operator engaged in providing flight instruction �a the public at th� airpart. Fixed Base Uper�afo� (FBO) - A Cor►�mercial Operator engaged ir� the sale of products, services and the renting or subleasing of facilities. ��+VS — �ort Worth Spinks Airport �'T1�V— Fort Wor�h Meacham International Airpart Improdemenfs - All bufldings, structures, additians, �rld facilities including pavement, f�ncing, and fandscaping constructed, installed, or placed on, �r�d�r, ar above any ]and on fhe airport. Infras�ru�fu�� - Runways, Taxiways, taxi lanes, �prons, f�elipatfs, landing pads, parking pads, navaids, Airpork RoaeEways, utilifies, etc. Le�sed �remis�s - TFte land andlor Improvements used exciusi�ely under Agreemenk by an dperator, lassee, or sublessee. Limif�d �eipc�aft Serviees artd �upport - Limit�d Aifcraft, engine, or accessory support such as cleaning, washing, waxing, painting, upholstery, propeller repair, �tc. or other related Aircraft se�ices and support acti�ities. l�isce[taneous CommePcial Serr�Nces and �uppor� - Ground ins#ruction, sirr��lator trairting, scheduling and dispafching, or any ather refafed commercial ser�ices and �uppork activitie�. i4flinimum �tandard� - Those qual�ficatians, standards, and criteria set forth as the minimum req�irements ta be met as a condition for th� right to engage in acti�ities at city ownsd gc�n�rdl d�ialia�� air�a�rts. R�on��ornmercial Hangar Lessee - An Entity that owns or leases an Aircraft storage facility on the airpa�t for the purpose of storing Aircraft owned, leased, and/ar operated by the Entity for non-eommercial purposes onGy: Non�Commercial L.essee - An Entity fhat owns ar leases an Aircraff and vperates the Aircraft for a private purpose. ln the case of a business, the operation of Aircrafk must be an ancillary activity fo support the �usi�ess's purpose by providing pTi�ate transportation foe the exclusive use of its employees, a�er�ts, and/or customers. In alf �ases, the Non-Commercial Lessee neither offers nor engages in commercial asronautical activities. ..,..�.�.��..��. ..�:�,������,w.. ��..,...., _ �,,:�,.�,.�.,.u.�����...�. .....��. �,.,�.,�....�M..�.���._�.�...w...,.�...n.��..�.�...u.�..�..�,....�..��w.w..�....,...�.w v„u.������.��. Aviatian Minimum Standards 2 City of Fort Workh Av9ation Department (20t 7) �`���� �`a��r� ��. n�v��t�t�c�n� ���IRfITIONS .�.m. � ,. ,__�..,�..M...��.�.. Y. .,...... Y.._.....�._ .�.��,� ,_ � �.x . � .. .,,_ ,�_� ._,.� �_ a�,�x� _ r��� �.w_.H.w._ .. _ .. �. _... ._ ..� Non-P�ofit �rgani�afion - An organization that is legally formed as a not-for-prafit organixatinn, as registered with the lnternal Revenue Ser�ice under 501(c}(3) or the State vf Texas Non�Profit Organization �rovisior�s. As a Not-For-profit Organization, shouEd an organizafion pro�ide commercial aeronautiral activities, the organization shal] be �iewed as a Cornm�rcial Operatar. �per���r - An �ntity that has en�ered into an Agreement with the Cify of Fart Worth A�iation Departrnent to engage in commercial aeronautical activities at the air�ort. F�ermittee - An Entity that has wPitten permissian from the Aviatian Department to conduct an acti�ity at the airpart according to the paramet�rs established by a permi#. l�uhway - An area of the airpork d���IQ�ed and improved for the purpose of accornmodating #he fanding and takeoff of Aircraft. �pecialix�d Adiafiio� �errvice �pe�ai:or (��l��) - A single seruice provider offering a specialized aeronautical service such as Aircraft sales, fiiight training, Aircraft maintenance, or avionics services. SASQs shall nat sell fuel. Taxi�v�y - A d�fined path, usualfy paved, over which Aircrafit can taxi from one part of an airpa�t to another exc�uding takeoff and landirtg. T�A - Transpor�ation Safety Administration T�R — Transpor�atior� Security Regulations lilrriation�i�iinim�m Standards....�.�,,.F.� .��.�... ��..LLµ���.�.re.�.��s„�e�.�...�.�.�. ��r�.w�.,, City Qf Fort Warth Aviatian Departrnen# (20T7) ���x �o��M �� RVIAT[DIV �..,,...W��- ._. ..m�_�,�..m..� .._ , IA�TRdaUCTl�I� A. �urpose r�����uc�ra� The purpase of these A�iation Mini�num Standards (Minimum �tanda�ds) is to encourage, promnte, and ensure: � 3. 4. 5. The eansiste�k provision of high qualFty aviation praducts, services, and faciiities at Fart Worth Alliance Airpar#, Fort Worth Meacf�am Internatinnal Airport, and Fo�t Wnrkh Spin�Cs Airport ("Airports" when referred to collectivefy or ``Airport" when referred ta individually); The develapment of high qUality a�iation Improvements and amenities at the Airports; Aviation safety and security at the Airpar�s; The ec��o�?�?ic health a� a���+in�t rc�mmerci2! ��Pr�t�rs at #hP p,irnnr�s, anc� The nrderly development of Airport property for aviation p�rposes. Aeronautical �G�iVItI�S may be proposed that do not fall within the categories designated herein. In st�ch a case, appropriate Minimum Standards shall be established by tF�e City of Fort Worth (City) Aviation Departmenf (Department) on a case-by�case basis for such acti�ities and incorporated inta lessee's Agreerr3ant ar operator's Agreement wifh a sublessee. 63, 14egulations Thes� Minimum Standards ar� subject to, bt�t nc�t limited to: 1. Federal Ar�iation Regulations, Title 14 - Code af Federal Reg�lations; 2. Texas Transporkation Cade, Chapter 22 - County and Municipal Airports; 3. Fort Vllarth Aviation Department Leasing Policy; and 4. Fort Vllorth Code of Ordinances, Chapter 3- Airports and Aircraft, 5. Fo�t Worth A�iation 5chedule of Rates and Charges If the FAA determines that any pro�ision of these Minit�um 5tandards, any provision of any Agreement, or any practiee consfitutes a grant of a proh�bited exclusive right, such provision shal] b� deemed null and �oid and such practioe shall be disco�tinu�d immediat�ly. C. ,�'fifectr°ve Aaf� Thes� Minimurr� Stant{ards shall be in effect upon adoption by the Fort Worth Cify Councii, unless repealed by t�� City. The Minimum Standards, adopted June 16, 1992 (the "1992 Standards, "} and the Minimum Standards adopted May 4, 2014 (the 20'f4 Standafc�s) will con#i�ue to apply to existing Impro�ements constructed priar to the adoption af these Minimum Standards, unless the eurrenf Improvements ar� in viol�tion of t�e 1992 StandaPds at the time these Minimum Standards are adopted. Unless expressiy skated atherwise, these Minimum S#andarcls shall apply to al1 existing businesses and activities at tt�e Airpflrt as of the sixih manfih after the adopfion c�f these M�nimum Standards. A�iation Minimum &tandards`�._��,y��,�,w��_,.,,..�.�...._..,,_..�.�.......w._.....�,��_�.N,w�..���.,.�.�,..�,_ ..�,......H,�...��.ar_ r�__, _ _.._. _ �.� City of Fort Warkh Aviaf+an �epartment (2017) �"o�ri�o��r�� ��,��- AVIATIt)N IiVTR()C3UCTIOR .�. . �_ - ,�. ,�. -,,. ...,�H,..,� � � �.� _��.��.. r._ _..��,.._, „�..... ._,.. ...._ .� . .�..� ._. _. . ..___. _ �� _ . _ �. .� D= .5��� �BI'►iIC@ An Aircraft owner or the Aircraft own�r's employees may perfarm services that may include fueling, maintenance, or repair on the Aircraft owner's Aircraft u#ilizing the Aircraft owner's vehicles, equiprrtent, and resources (self�ser�ice). An Aircraft owner who engages in self-service acti�ities may nQt perform ser�ices far compensation or Ytire. The right to engage in seif-sen►�ce actirrities is conditioned upon compliance with a�plicabie regulatory measures. See Sectinn 17, Self Fueiing for aciditional requirements. A� Aircraft Maintenance Operator may defue! Aircraft, if necessary, for Aircraft maintenance purposes only. Additfonally, an Aircraft Maintenance Op�rator may refue! the defueled Aircraft following provision of required Aircraft main#enance. D�fueling and refueling shall not be cor�strued to permit an Aircraft Maintenance Operator to engage in the sale of atiation fuels as this �Cf1Vl�y is specificalfy reserved for an FBO (Section 4). An Aircraft Maintenance Operator condvcting defueling and re�ueling of defiueled Aircraft shall have acfequate and proper fuei storage, provide th� Department with a Spill Prevention, Control, and Countermeasures Plan far defueling, refueling, and fu�l storage, and conform with Section 4.D. Co-op fueling is prohibited ak #h� Airports. �. ApplicabilrQy These Minimum Standards sp�cify the standards andlor requirements that must be mei by any Entity engaging ir� aviation aeronautical acti�ities at the Airpnrts. Throughout these Min�mum Siandards, the words °standards" or "requirements" shall be understood to be modified by the word "minimum" �xcept where explicitly stated otherwise. Any requ�red d�t�rminations, 9nterpretations, or judgm�nts regarding whaf constitutes an acceptable minim�m standard or requirement, ar regarding complianc� with such minimum standa�d or requirement, shall be made by the Department. Alf entities may exceed the applicable Mir�imum S�andards ar requirements. No Entity shall be allowed to engage in aviation aeronautical activities at the Airporks und�r conditions that do not, in the Department's sol� discretion, f�lly camply with these Minim�m 5tandards, unless an exemption ar �artance has been approved in writing by the Directar. These Nfinimum Standards shall apply to any use of AirporE I�nd or Impravements for the purpos� of engaging in aviafian aeranautica! activi#ies. � Variance The Depar�ment may, but is nat obligated to, approve varianc�s to fhese Minimum Sfiandards when special conditEons or unusual circumstances exist. Requests for a variance rnust: 7. State the specific prnvision(s) far which the variance is being sought; 2, Describe t�e �roposed �ariance; 3. State the reason for the prapased varfance; N.e. .n,�,..� �,. w��.w��.�.�. ._� �,�..�w�. _ �� � . __��. ��� �..v�,��. �..�............:..,:,W . . M.. _..� _ ..a w. . . �_ _.� a�.�M _ .�. �_ � � .W__w � .... .........Pa.. Av➢ation IV�inimum Standards 5 Ciiy of Fari Worth Aviation nepartment (209i} k'��rc ����x �� nvr��'�an� If�TRO�U��'i8f� � A. identlfy the anf�cipat�d impact on the Airport (and other et�tltfes including Operafors, lessees, subl�ssees, users of the Airport, and the public); ancf 5, ldentify the d�aration of the pro}�flsed �ariance. Prior to the appraval or denial of a variance, the Department shall conduct a revi�w af alf relevant informa#ion includEng the requesfi for variance as well as any ot�er mformatian that may be Pequested ar required by t�e Departmerrt. In taking action on a request for variance, the Departm��t may grant the request or�ly when it is determined that: 1. Enforcem�nt of specific provisior�s in fhese Minimum Standards will create an �nnecessary hardship or pract�cal difficulty in the intended use of the affect�d property; 2. The variance will not injure the �xisfing or permitted use of ad�acent confoPming property in accordance vuith the Airport Master Plan; and 3. The granting of a variance is consistent wit� the purpose and intent of these Minimum Standards. Appro�al or denial of a �ariance sF�all be determined by the �epartm�nt of A�iation. If approved, the variance sF�all onfy apply to the particular Gas� #or which the variance is granted. An appro�ai by the Depar�ment of a �arianee shall not serve to amend, modify, ar alter these Minim�m Standards or any existing Agreement. ...._.�......�,..�.�._._ rr,.�.,w.,...__��.�.M,�.�,....r Nu�� ,..�._��w.�.w.P.wd�_ mti„w.�.� � _ �. . .,�,,R� , _.K.y .........�...._.�a�...,.�_.�,� �...._w..W..�..�._. . Av�iation IV�inimum �tandards City of Fprt Wnrth Aviation department (2017} ���� ����� � t�vrn�r�o�v ...,m�...�....w�.,...����..�..,..�u ��.�.�� ...w._. GENEI�A� R��lI�IR���f�TS A. Irrtroduction ��Pl�R�� R�(7lUIR�iI�EN7S AII enfities engaging in aeronauticaf aetirrities at the Airports shall fully com�ly with or exceed tE�e requirements of ihis section as well as the Minimum Siandards applicabl� #o Entity's activities, as set forth in subsequent sections. �. C.eased Premises An Entity shall lease or sublease sufficient land andlor iease, sublease, or construct sufficient Improvements for the activity as ret�uiretf in these Minimurr� Sfandards. Improvements sha11 fully comply with applicable regulatory measures inciuding, but not limited to, zoning, building and fire codes, setbacks, accesS, ingress/egress, drainage, and vehide parki�g. Construction of any Impro�ements must be approved in advance by the Department, in accordanc� with the Departrrient's requirements and any agency having jurisdietion. L�ased premises requiring pubiic access shall ha�e direct lar�dside access. Should landside access not ex�st, pedestrians or vehicfes needing access io the airfield shall receive non-mav�ment area training or be escor�ed by arr individual wF�o has a non-movement area permit, Aprons shoufd be: 1. Contiguous and separated by no more than a taxilane thaf allows Entity to taxi or tow Aircraft without crassir�g a Taxirlvay or pu�li� roadway; 2. Of adequate size and weight bearing capacity to accommodate the ma�ement, staging, and par[cing of the largest type, size and weight of Aircraft the hangar was built to accammodate without interFering with the movement ofi Aircraft: a. In and out af other facilifies; andlor b. Operating ta, frorrt, or on taxila�es or Taxivvays_ �'. I�aeility I�lain�enance Operators, at their sale cost and expense, shall: 1. Maintain the Leased Premises, ineluding all refated and associatec� appurtenances, landscaping, paved areas, installed equipment and util�ty ser►rices, oillwater separators, and security imprawem�nts, in a clean, neat, orderly, and fully aperational condition consistent with best practices and equal or better in appearance and cha�acter to other similar ErriprQ�ements at the Airport, normal wear and tear excepted, 2. Provid� alE necessary cleaning services #ar the Leased Premises, including c�stodial services, trash remo�al services, removai of #oreign objectsldebris, removal of spent oi[s or ath�r f[uids, cieaning af oil/water separators, and any related sarvices necess�ry to rnaintain the �Aviation F4iin�mum Standards�.�.�.��...... �..a..._......w.,.....rw.._.�__,,, _u.._ am�� ��..�� �.�.� �...� ��u.wrv� ra��,�..wWw�.. _.., w.�� ..�_� . 7 City af Fort Worth A�iafion Department (2017) �'o�T ����r� AYIATiO� 3. i��N��� R�QUiR��A�N�"S �Improvements In good, �cle�n, ne�at, order�y, and fully operat[on�l condltlon consistent w�th best practices, rtormal wear artd tear excepted; and Replac� andlor reimburse the Dep�rtment for, any property damaged by lessee, its activities, subless��s, customers, employees, �isitors, �endors, suppliers, or contractors. p. Praducts, Serdices, and �acili�ies Products, service5, and facilities should be provided on a reasonable basis to all Airport users. Operator shal! charge reasonabEe prices for each product, service, or fiaeifity. ,� LIC@RSESi P'ermits, Certi�i�afions, and Ra�r'ngs C_�r�erator �hall 9k�tain and requirE empldyees to obtain, at Operator's or employee's sole cost, aN necessary licenses, permits, cer�ifications, or ratings required for the conduct of Operator's activifies �rs required by any �gency ha�ing �urisdicti�n pri�r to engaging in any acti�ity at tha Airport. Upar� r�quest, Operatar or 9ts employees shafl pro�ide cnpies of such licenses, permits, certifications, or ratings to the Departmen� within 10 busi�ess days of date af request. Operators, iessees, or st�bl�ssees er�gag��i in ar�y activi�jl at ti�� Ait'�iorts, whether using or occupying Airport iand andlor Imprnvements o� otherwise, sf�afl adhere to the practices recornmende� �y the FAP. �nd the direcfives issued by �he Depar�ment. F �mplayees Opera#or shall who shall be activities. emplay � qualified, experienced, and prof�ssional on-site rnanager fully respons�ble for the day-to-day management of O}�eratar's Operator shall �rovide a supervEsor an the Leased Premises to manage O�erator's activities and such person shall be authorized to represent and act on behalf of Operator during all hours of activities with respect to the method, manner, and conduct of Operator and Operatar's �ctivities. When such person is not on the Leased Prernises, such person sh�ll be a�ai[able by telephane 24 hours a day, 7 days a week. O�eeal�r shali have an duty, ar�d immedia�ely av�i4able during hours of activity, property trained, and qualified employees in such numbers as are required to fully comply with these Minimum Standards and to meet the reasonable demands Qf customers for each activity being canducted by Operator. �. �quipm�r�f and 1lehi�les All'required equipment and �ehic[es must be fully operatlonal and available at all times and capable of {�ro�iding all required products �nd servi�es in a manner conSistent with intended use. Equipmen# and vehicles may be unavailable, fram time ta time, on a temporary basis due ta routine ar emergency maintenance as lang as the aquipment or vehic[es are retumed ta serWice as soan as passi�le. .� ..� �..�...w�.�_ ,,.�.w.v � �....n M._ �_. ,. .�..,.n Y... ti,..� . . ..... .... . . _ ,. w... �_ _ ._ w .�. __ . � � �„��_..�.......�... , . �....�..�._ ...�.x . ._ ._ A�iation F�Ilinimum Sfandards $ City of Fort Worth A�iatian Deparkment (2097) ���� �V���� .�.,�`�"� AVIATIOIY H. �Hou�'s o�'Acirtriiy � G�NER�►L REQlL�IR�R�I�R�iS Unlass oth�rwise stipulated irt these Minimum Standards, Operator's ser�ices shall be offered and a�ailabl� to meet reasonable demand of customers for the acti�ity eight hours per day between the hours of 6:00 �.rn. to 'i0:00 p.m. Monday fhraugh Friday excluding holidays. If not a 2417 aperation, Commercial information for afterhours service shalf appropriat� and professiona! signage. Op�rator hours of activity and cnntact be clearly post�d in public view using Operator or Non-Commercial �.essee shal� designate a responsible person for the cvordination of a11 procedures and communica�ions and provide point-of-contact information to the ❑epartment including the name and t�lephone number of the primary and secondary cantacts. �ne of the contacts shall be available by telephone 24 hours a day i days a wee4c. 1. Secerrity Operator and Non-Commercial Lessee shall fully corr�ply with the Deparkment's security requirements as applicabie to the Airparts, �eased Premises, and activities(e.g., �art Worth Cnde of Qrdinanc�s-CF�apter 3, 14 CFR Part 939, as amended, Transportation Security Regulatinns. Operatar vr Non-Comrrrercial Lessee must fuliy comply with applicab{e reporking requirements as established by the Depariment, FAA, DHS, TSA, and any other ag�ncies. J. Insurance Operator or Non-Commercial Lessee sFtall procure, maintain, and pay all prerrjiums throughout the �erm of its Agreement for the appficable insurance coverage and amounts required by regulatory measu�es and set forth in Attachment A, Minimum I�st�rance Requirements, as amended from time ta time, of these Minimum Standards for each activity conducted. The insuranee campany or co�panies underwriting the required policies shall be authorized to write such ir�surar�ce in the Sfate of Texas, with ar� A.M. Best's rating of A- or abov�. When coverage and/or the amounts set forth i� Exhibit D Minimum insurance Requirements, are not available on a commercially reasonable basis, appropriafe rePlacement coverage andlor amounts must be approved by tf�e �epar#ment. The Department reserves the right to require additional o� difFerent types af ins�rance co�erage based a� an Entity's indi�idual risks andlor expnsures. When an Entity engages in mare than one acti�ity, �t sha[I procure and maintain ins�arance for the combined fotal af the minimum requirements of each activity. An E�tity shall procure and maintain ins�rance for all exposures in arr�ounts at least equal to the grea�est of the required minimum or as stipulated by the Department. AI{ insurance that Ope�ator ar Non-Commercial Lessee �s required to carry and keep in full force and effect, shall name the City, and its re�resentatives, office-rs, officials, employe�s, agents, and volunteers as additionaf msured, AA insurance �sF�.w...�..�. ..�.��..�,._.�. w�.���.��...�..� � �.�r:.,���,��_,� _.�,N.. .��.... .., _�_....�.� �._�...M� , .r,.,�...�..�,w.�._...tiM..�...��. ��ti �,.�.��._.,..�.,. A�iation Minimum Standards 9 City of Fort Worth Aviakion Departmeni (2Q17) ���� ������ �� AViATION {S�F+1,1�iZ�L REC�UIR�AdI�Wi� _�. .., ,r�__.alic[es includi��,�,.�..�.� � ���.�_ m.,�... �_,� .._..__�.M� ��.:�x m,�_ d�s_,�e.�.�_��.��..����. ...�.�........_..� p ��d ,�` r�g any Workers' Comp, shall ir�clude a V1laiver of Subrogatlan �Rlght of Reco�ery) in fa�or of the City af Fort Wnrth. Liability policies shall contain, or be endarsed to contain, the following provisions: 1. "The City ir�dividuaEly and callectively, and its re�resentatives, officers, officials, employees, agents, and �ofunteers are tn be covered as addition�l �nsured with respect to: liability arising out of activities performed by or on behalf of Entity; premises nwr�ed, leased, occ�pied, or used by Entity; and/or vehicles, equipment, or Aircraft �wned, If'.85Ed, hired, barrowecf, or operated by Entity. Such insurance shafl provfde primary cove�age and shalf not se�k any contribution from any insurance or self- insurance carried by the Cit�'; 2. "Such in��rance, as ��i ihe inte�est �f the City �niji, �hall not �� ��;;ralic�ated by any act or neglect or breach of contract of Entity. Any �ailure to fully comply with reporting or ather provisions of the polieies shall not affect correrage provided to the City individually and callectively, and their represer�tati�es, officers, offic3als, emplflyees, agents, and volunteers. Entity's insurance shal� apply separately to sach insured agair�st whom claim is made or suit is brought, except with respect to the aggregate limits of the insurer's liability"; and 3. "Coverage shal� not be suspended, voided, or cancelled by either par�y ar reduced in co�erag� or ir� Iirfii4� ex�ept �rfie� 3u �alenda� �ays prior written notice or 1 Q days prior written notice for cancellation far non-payment of premium, by certified mail, relurn receipt requested, has l�een given to De}�artment." Certificates of insurance shall be delivered to the Department upon executian of any Agre�ment, or when approval is gi�en by t�e Departrn�nt to conduct any activity at the Airport. Thereafter, Operator or Nan-Commercial Lessee shall provide certificates of insurance to the Depart�ner�t every 12 mont�s. In addition, Operator or Non-Commercial Lessee shall furnish a certificate of insurance �f any change, for example, changing underwriters, coverage, or amounts occurs. The eaverage and amounts stipulatecf I�erein for each activity represent th� minimum coverage and amnunts that shaE{ �e maintained by Operator o� non- comm�rcial lessea, at ail fimes, to engage in activities at the Airport. O�eratar or Non-Commerc�al Lessee is encouraged to secure higher amounts. Operator or Non-Commercial Lessee shall, at its sole cost and exp�nse, cause all lmprovemer�ts on t�e Leased Premises to be �cept insurEd to the full insurable replacement cost with no depreciation, or as required by the I�ase for the improvements, against the perils of fire, lightning, wind, hail, tornada, �xtended cover�ge, and/ar vandalism. The proceeds of any such ir�surance paid an acGvunl for any of tha aforementioned perils shall be used ta defray the cast af repairing, restoring, or reconstructing Impro�ements to the conditiar� anc� locaiian existing prior �o the casualty causing the damage or destruction, unless a change in design or Iocatiar� is appro�ed, in writing, in advance, by the 9epartrnent. �w�v��..._.���....M �......�.�.�..��..w����.. ��....mu. . ,� .�W��.u.��w..�.�..M,a,r.�... . u..,....s���.,,�...�.__�...� . , �w.._ __��. .u......._...�..rr, ���� ,��..... P��iation Minimum Standards �� City of Fart Wortf� AviafiQn Department (2Q17j F��.�r�Qx��� .�v�n.T�ar� GENERAL f��C�U1R�i§���i5 � Operafor or Non-Commerciaf Lessee with �known environmental cantamination� expas�res shal� be required to secure apprapriate environmental liability insurance with cave�age amounts appropriate for the type artd Isvel nfi �nvironrnental contamination expasure risk, as determined by the Department. f� lndemni�rca�ion and �old HaYmless Each Entity shall defend, incfemnify, sa�e, protect, and hdld harmless the City and its representatives, officers, ofFicials, emPlayees, agents, and volunteers from and against any and all actual or afleged c�a�ms, demands, damages, expenses, costs, fees, including, but not limi#ecf ta, attom�y, accountant, paralegal, expert, and escraw fees, fines, environmental costs, andlor penalties thai may be imposed upon, claimed against ar incurred or suffered by the City in whole or in part, directly or indirectly, arise fram or are in any way connected witF� any of the following, except to the sxtent r�sulting from the City's negligence or willful misconduct: 1. Any act, omission, or negligence of Entity or Entity`s partners, afficers, Directors, agents, employees, 9nvitees, or cantraciors; 2. Any use, occupafion, management or control of the Leased Premises by �ntity, whefher or not due to Enti�y's own act or omissivn; 3. Any condition created i� or about the Leased Premises after the effective date; ar�d 4. Any breach, �iolation, or nonperfarmance of the Entity or the Entity's obligations under any Agreement. a. In the event a party indemnified hereunder is responsble, ir� part, for the Ioss, the indemnitor shal� r�ot be reli�ved of t�e obGgation to indemnify; �owever, in such a case, liability shall be assessed in accordance with 5tate o� Texas princi�l�s af comparati�e fault. b. In the event af an er��ironmental contaminating accident, fo include ali leaks, spifls, nr nfher damage that may result through the handlEng, storage, and/ar dispensing of fuel, or an incident caus�d by Operatnr or non-commercia! l�ssee, its emplayees, its vendors, its suppliers, its contractors, nr any other Ent�ty associated with any Operator or Non-CQrrzmercial Lessee or any Entity violates any environmental law, Operator, nan-cammercial lessee, or Entity s[�a![ accept total respansibiliiy and defend, indemnify, save, pratect, and hold harmless the C[ty and its representatives, officers, afficials, employees, agents and volunteers, Nothing herein sha(I co�stitute a waiver of any protectian avaiiabfe to the City and #heir repres�ntatives, officers, officials, empioyees, agents, and �ol�anteers under the State nf Taxas go�ernmental immunify act or similar stafutory provisian. �. Enforcement ln the event an Entity fails to comply with the Minimum Standards, the Department shaA send a written sfatement af violafion ta such Entity at its lasf known address. The Entity shafl haue 3D calendar days fram date of notice within which to prv�ide a response to ti�e Department explaining vuhy the violation occurreci and to advise the Departmer�t that the �ialation has been carrecfed. If the Entity fails to cure the ti�.� �,� �„ �� �, �.s,_, � ...����. w. _ _.. r.._�.,,�n.r.�._,�.��... _ _.. �. - A�iation Minimum Standards . "��� Jy�W� . �. � � ~ .1� City of Fort Worth Aviation pepariment {2077) �oR�� �'o��rM -�:,,�-- AY(A1'IUN ������, �����������s ����.�, ���iolation�within such time �period, th� Depar�m�nt s�a11 have the right fo�suspend or re�oke the Entity's pri�ileges at the Airport, as t�� Depar�ment deems necessary in order to obtain a carrection of #he violatkan. In t�e event such violation is not susceptible to cure within 30 calendar days, Enfity shall have such additio�al time to effect a cure, as determ�ned by the Departmer�t. In additivn, the Entity's record of any suc� violation shall be considered any tfine the Entity submits an applicafion, seeks permissian, or requests approval from the De�aetmer�t_ 19�. I�lul�iple ,4 cirvi�ies The Minimum Standards or requirements for cambined acti�wities shall not be: 1. Less than the highest standard or requirement far each element within the combined activities; or 2. G�eater than the cumulative stanclards ar requirements far all of the combined activities. �.�.�.wn,w...�.,_�.,..��w.�.,,.�...��wnu.��w�� _.�.�.ti...� �«r:. ,�__. _ .,.�...w... .. ,... ,w�.�..., . .. e... .-..��.__ � Aviaiion Minimum Stanc�ards 1Z City of Fort Warth Aviation Department (2097j ��`o��x'���r�r �� AVIATTQN ..�>m�9�.�_..._._.. �..� �<.�.,w"w. ..�.....4�..-..�,. .�.�.._ ....... .........._....... ..�... ����� ���� ������� ��8�� ,4. Irrfr��►uc�r`on �'IXE�3 ��►SE ��L�RAiOR (FB�) These Minirnum Stanclards shall not affect any existing Improvements constructed prior to date of prnmulgatior� af these Rl�inimum StandaPds. An FBO can meet the requirements of Aircraft maint��ance by arrangement with an authorized O�erator who meets the Minimum Standards for Aircraft Maintenance Q�erator and operates at the Airport. �. �c�pe of ���i�rity An FBO shall deu�lop and maintain Sfanda�d �perating Procedures (SOP's) for� Airc�aft fueling anci ground handling tQ ensure cornpliance with standards set #orth in AC 00-34A current �ersion, "Aircraft Ground Ha�dl�ng and Serrricing". FBO's 50P's shal! include a trai�ning plar�, fual quality assurance procedures and ass�ciated Peco�d #�eeping, and emergency �esponse proeedures to fuel spills and fir�es. An FBO's SOP's shail be a�ailahl� to th� Departm�nt upon �equest. An FBO shauld fnclude the �Follawing acti�ities, products and senrices: . Aviafion fueEs �nd lubricants Ground services, support anrf amenities � Aircraft maintenance • Aircraft storage o� paPking {apronitiedowns a�nd]or hangars) � Aircraft marshalling (direct to par�ing} � Aircraft fowing � Oxygen services o Nitrogen services . Compressed air s�rvices � Lavatory services � Potable r�rater service . Aircraft ground powe� (direct current) � Baggage F�andling & reiated services � Concierge serwices � Courtesy transportat�on • Ground transportation arrangements � Accornmodafion arrangements . Aircraft catering arrangements � Aircraft cleaning/washing service Any Entity proposing to establish an FBO shall be required to meet the init�al minimum investment, as idantified in the folfowing table: Euf��flsT� �i� FB� �r•w �zvu �uws� Minimum Investment $15,000,000 $15,QOfl,006 i $3,aoa,ODD a$i5M initial irnesfinent ot $iDM minimum initial irnestment wifh an additiona! $5M within 5 years afSer t�e initial [mprovements. � The arnount paid tor ex+sling Improvemenis may 6e considered as a part of the inifial rrEinimum investment requirement. � Marke# value appraisal may be cnnsidered to �etenrtine the i�itial rr�inimum investment. a Impravements io existing Infrastructure may be considered as a parl of the initial minimum investment requirements. ...,. _..w,� ..�� _�.y., , W ....�.w .���.� ..... ......... N,.,v�. �_�...a��..w.�,��n�,.,_.�,.�_...w..,._... . .r, Aviation i�Yinimum Standards��.J4�..... �e..��.....��W � 13 City of Fort Worth A�iation Departrne�t (2017j ����� ����� -� nvrn�o�r �17��D B�S� ����a�'�� (��O) �. ��ased Premises F�0 shall �ave adequate land artd Impro�ements tn accornmodate all acti�ities of #I�e F'BO and afl appror►�d subfessees, ir�clud�ng but not limited to: - ...� - _�.�.:��...�._ R.eaead Pf�mlr.�no ��quafo i4$t� AfVY FT� FWS FBO Mair� Tarminal Apron 75,0�0 75,fl00 6Q,OOD Weight bearing capacity Group !II Group III Group II Terminal building {tntal) 5,000 S,QOQ 5,000 Customer/carr�mon area 2,�Oa 2,000 2,000 Hangar (transient Aircraft parkEng) 20,OD� 20,000 20,000 Qoor heighf/widt� 28`/120' 2$'/12D' 28'l120' d. �uel S�orag� �nd �quipm�n� An FBO shall develop, a►+vn, andlor lease a fuel storage facility and equipment at the Air�ort in a location approved by the D�par�rnent and cor�sistent rrvith the Master Plan, Airport Layout Plan, andlor Land Use Plan. fn na event shall the toia�l storage caAacity be less than: �4g0 +�f7d �QUIpIr110�1t Jet fuel Stor�ge - minimum total capacity (gallons) Equiprnent — minimum capacity of a refusliRg vehicle (gallons) Avgas (Optional} Storage - minimum tatal capacity (gallans) AFY4r 2D,4b0 5,D00 3000 _�rw . J_ Fw� 20,OOD 12,{]00 5,OU0 3,a00 3000 I 3a00 Equiprrsent — minimum capacity of a ref�eling vehicle I 7�a i 750 (gallons) � � � F80 shall ha�e adequaie and proper storage for waste fuel ar test samples nr io recycie same. ■ �'uel sforage facility mus# meet Ciiy fire code reyuirem�nts. • Fnr each fype fuel, a fixed self-service fueling system is optional. �5D capability An FBO m�st retain nwnership and responsibi�ity r�f all fu�ls d�lfvered to the FBO's stor�g� f�ciiiiy under lease by th� FBCJ and is responsible far the p�ym�nt of all fuel flowag� fees Qwed with respect to fhe fuel delivered ta its storage facilities. An FBO shall ha�e satisfiactory arrangernents made with a reputable aviation p�troleum �upplier far the del�very of a�i�ti�n fu�Js. An F'�O shall provide the Departmen# with a written Spill Preven#ian, Control, and Countermeasu�es (SPCC) Plan that meets regu�atory measures fbr FBD's fuel storage facilities and activities. Any time the SPCC is modified, the updated docum�r�tation reflecting fhe changes shall be pror�ided to th� Department wi#hin three business days of the chang�. .._��.ro�,..�w ��_..,..��.�_.. �.,�. .,......_w.,A�..�...�,�.,uoP,��.�.��_ .�_x A�iation {Winimum Standards City of Fort Warth Aviakian Department (20i 7') 74 F�Rx �'���rH �� AV(A'CY(3N �ix�� �w�� o���ra� ����� . . ....�,.,._...�.......e...�.�n,..�....�.�..�v....e..,_,..�.. .,.,,...�_..ww.....,...�.. ,,.�.....�....�,��.,,.��.��...._n__.. ......._.....�.�...... �...,.,..�..�.. �uel deli�ered, storEd, or dispensed by FBO shall fully comply with the quality specifications outiined in ASTM D 1655 (jet fuel) andlor ASTM D 1910 (awgas), as applicab4�. Ensuring the quality of tF�e fuel is the sals responsibility af FBO. EacF� fuel storage facility, eacF� refueling ve}�icle and all fueling equipment shali b� equipped and mainfained to fully comply with applicable regulatary measures inciuding, but not limited to those prescribed by: �. National Fire Protectian Association (NFPA) codes; 2. U.S. Environmental Protection Act (EPA); 3. State o# Texas; 4. Counfies of Tarrant, Dentan, and Johnson as applicable; 5. City; 6. 14 C�'R Part 139, Airport Cerfification, 5ection 139.321 current version, "HandlinglStoring of Hazardous Substances and Materials"; and 7. Applicable current versior� AGs including AC 00�34 "Aircraft Ground Handling and Servicing°, AC 9�0/�21D-5 "Paintir�g, Marking at�d Lighting of Vehici�s Used on an Airpor#", and AC 15QI5230-�A "Aireraft Fuef Storage, Handling, and D�spensing on Air�orts". Refueling �ehicles shall be e�uipped with metering devic�s that mee� applicable regulatory measures. One refueGng vehicle dispensing jet fue� shall have o�er-th�- wing and singfe point Aircraft servicing capability. All refueling vehicles shall be bottom loaded. �or a fix�d self-service fueling system, the location and capacity of the syste�n shall be appro�ed by the Department. In addition, f�te system shall: 1. Be available and maintained by FBO for public commercial use; 2. Have adequate lighting and signage; and 3. Have d�tailed and readily accessi�le instructions for the proper and safe operation of the sysiem, emergency shut-off, properfy rated �ire ex�inguisher, and fuel spiil kit. � �rxeling Repor#s On ar before t(�e 15th calendar day of the subsequer�t month, each FBO shall: 1. Provide a summary report to the Department identifying the nurt�ber a� gallons flf a�iation fue[ deli�ered to the FBQ's fuel storage facility �y fuel tYE��� 2. Pro�ide bill of ladings, as received from the fiuel supplier far fuel delivered, in suppori of the summary repart; and 3. Pay the appropriate fe�s due tv the Department as si�pula�ed in th� Departmenf's Schedule of Ratas and Charges. Upon re�}uest, records and meters shall be made available far revie�ry by the Department or its �esignatc;d representative. F: �rourrd SUpport ��nd Service �'puipmenf The fo[lawing list of graund sup�o�t and service equipment shall be provided by an FBD or authorizec� Operator af the Airport: Aviation f4flinimum Standards "_ � ..��.�m,��,,�.�. ,�9 .� � M.._ �m-ry�....�_... ..�_.� w......�.�.,o, �.rv.K.,,,_� �� �w. _.�_ ..,_..M 15 City of Fort Wort� A�iation Deparfinent (2017) F���r'�o��r� � �,`+r�►�or� F�X�� �As� oPE�A�oR (�'�o� � ,� ,,..�..�,w ,, ..,,, ...._�.. �. ...., �....�..._ . ._._��.��...._._�r_ �... ... .. ...... .._...,...r.. _ �� ^.._ .:._.y..� . _ .u...��.. ,�...w.. . �xygen ca�t Nitr�gen cart Compressed air unit La�atory se�vice rart �otable water unit Air stair unit Ramp marshalling vehicle Ramp transpartation �ehicle Caur�esy uehicle Aircra�t tawing �e�icles Tow ba�slheads Ai�craft ground power (DC} Aircraft wash rack Spifl kit Equipment for securing Aircraft on the apron Spill kits sha11 ir�clude the necessary equipment and materEals to contain a fuel spill and restrict fue! or o�her• hazardous materia[s frorr� flowing into drains and other a�eas in compliance with the Operafor's SPCC plan. �. P,�e��� of Aeti�+i� In addition ta th� general requiremer�ts (Sectian 3.1), the FBO shall make available Aircraft fueling, parking, ground services, support, and amenities to meet reasonable demands of custorr�ers during weekends, holidays and after hours_ H. �mp�oye�� An Qpeeato� shalE emplay the fo[lowing minimum nurnb�*r af employees wha shafl be availa�le d�ring Pequired hours of actirrity. A Line Service iechnician may fulfil� thc� eesponsibilities of the Customer Service Representati�e unless the Line Se�vice Technician is perFarming dut�es off the �.eased P�-emises. An F80 shall ha�e at least ane supe�isory Line Service Technician trained in an FAA app�o�ed fire safety program, as defined in 14 CFR Part 9 39.321 current versian. l. Aircra�f R�moval Recognizing that Aircraft removal is the respansibility of the Aircraft awnerlOpera#or, an FBO sF�o�ld be prepared to lend assistance when a requ�st is made by the Departmenf or the Aircraft awner/Operator in arder t4 maintain th� aperational readiness of the Air�ort. �_�.��.�. _w ���.�..�,�_�,m��.�x_.W._._�...�.�.�...�.......... _ xw.LL._ _� . ��... _...�,u..����, �. _._..��ru�� �._.��..�...���... ....�.ry .. _.�.. l��+iatinn IVfiinimum Standardfs �6 City of Fort Warth Aviation Dapartment (2097j � ����x'�'�Rr� .��. �vr�ri��v �IR�I�FY I�V�11Ni�IVANC� �PER�e78R (Sd�O) E�IRC��i I�AIF�i�N,�C� OP�1�4YQ� (�/geSO) A. In�rr�duc�inn Yhese Minimum Star�dards shall not affect any existing Impeovements constructed prio� to date of prarnulgation o� these Minimum Sfandards. �. L,e�s�d Pr�t�is�� An Operator engaging in this activity shall have adequate Leased Premises, as appra�ed by the Department, to accorr�motlate all acti�ities of Operator. In addition, all Imp�ovemer�ts shall meef alf applicable buifd'+ng and fiPe codes related to the activities �. �mplo���� An Op�rator shall employ the fol�owing minimum number af employees who shall be available during the required hours of acti�ity as follows: .����i�.y,aa� a�w �ruv �w� A& P Meehanic 1 1 'f Cusfomer Service Representative 1 1 1 . A seoond A& P Mechanic may fulfil[ the responslbilities of the custarner service representative. ..�.., .,o �..T��� .� ,�.._r... ���,�,,z.�..,�,.,....,_�... _.. �� �w...�_��y_������.. ,�ti.._ _ _.._. __.... .. IAviation��.Nd�inimum Stan�lards � .� 17 City of Fort Worfh A�iatiort Depa�imen# (Jvly 22 2014) �'�RT �0�`i'� ��i��i�s o� r����uw���� AV1A'f70N III�A�R�Tl�R11�P�E�'.+� � rP��„�T�� {51���j .,...,�...�..�...uw.._w.�,� ,.,,�...,,_...a..�.µ.W.,,. ,. _. ��.,,..0 ._. ^.�.. . ..n ..�..�._�. �..v. �...�..,�._._.�.� ..�y:,�..�..,_�u�,�..�. �..�..�.,......�,�......�..�...�.. ...,..�. ..... �►����i�� �� N����u���� �ai�-r���►��� ����ic�� (��►�oy ,�. ►�tr��u��lon These Minimurn Standards shall not affect any existing Impravernents constructed prior to cfate of promulgation of these Minimum Standards. B. Leas�d Igremis�s An �perator engaging in this �ctivity shall have adeq�ate Leased Premises, as approved by the De�artment, to accommodate all acti�ities ofi Operator. In addition, alf Improv�ments shall meet afl applicable building and fire codes related ta the activities C. L�icenses arrd ���r'�'ications A� Operator shap be properly certifcated by the FAA as a Repair Siatian, as definecf by 14 CFR Part 14� current version. �. �mployees Operator shal4 employ the follnuving minim�rn number of em�loyees who sha{I be available during �eq�ired hours af activity as follows: ��rn�rc�o� - �afw �rw �+rw� Technician � � � � Cusiomer Service �tepresentative '� '� � � A second Technician may fiulfil! ihe responsibilities of the Cusiomer Service Representative. �. �qut�menf An Ope�ator shali pro�ide sufficient shop space, equipment, s�pplies, and a�ailability of parts as requir�d for ce�tification lay the FAA as � Repair Station, as stipulated in Ope�ator's 14 CFR Part 145 current versian Repair Station Manua{. �.��.,e�n.,wo. .n �. ...._..�..w.......� Y..� _.wa����.�..ti �.�.�� ��,... ���„ _aM=.. .n, ,��._.. � ,.. �.x,� . __� _Nti_��-�.�.� ..�........w......w,.,..�. _.�... __.. _.�. �.�iatian hRtnimum 5tandaPds 18 City af Fart Worth A�iation tiepartment (July 22, 20i�4) F�R�r'���Tx � AIRCRI��i f��R��'� C)R �vinrtoN �Llf�li� i�I�iN(3 �PER�T�R (��e5�) m......,�._vw �......,N _.�.�.�M_.�.�....TN��,_��.....�.�.r._ e..�� _._.__......... ._.�..�.�.... �.e.�.e...�__�. .e�,..�,..m....�_..�.�.._�.�.....w. .,. �I�CR�oFY R�f�T'A� �R FLICHi iI2AIPlli�� ����1idR (��►a�� � _� �. IR�r��ucti�n These Minimum Sfandards sF�all not affect any ex�sting tmprovements constructed prior fo date af prnmulgatian af ihes� Minimurrt Standards. A person holding a curr�nt FAA ce�tified flight inst�uctnr certifiicat�, who provides oc.�asianal flighf tPainmg and does not make flight train�ng avaiEable to the pub[ic, shall not be deemed a cammercial acti�ity. An Aircraft owner seeking initial.oP recurrenf training in their own Aircraft may corrtpensate a fiight instructor far instructian to the owner in their own Aircraft_ �. l��as�cf �r�mise� An Op�Pator engagi�g in this acti�ity shall have aciequate l.eased Premises, as appraved by fhe Depar�ment, to accammodate all ac�vities of Operator. In addition, afl Improvements shall meet a11 applicable building and fire codes related to the aciivities �. �mploy��es Ar� Operator shall employ the following minimum number of employe�s who s�all be a�aiEable duPing r'equiPed ho�rs of activity: e�,�toyo�� _�_ a� � F7-,nr � �ws Ffight Training Operator Flight ]nstructor Certificated Ground Schaol Instructor Customer Serrrice Representative Aircraft Rental Operator F[ighf lnstntckar{s) Certificated Gra�tnd Schoal Instructar . A Flight Instruefor or Ge�ti�icaie� Ground School Instructor may fulfill the responsibiliiies of #he Customer Service Revresenta#ive unless the employee is not avai[abls. Aviationi4linimumStandards -�,� ��. �. .�, . �. N�.��.�,m.�.n..�,._. ._.�,�Fm_.,.� .�. - -.._.�.r,. .k.,.� N,�w.._. ._��.�.� ��.o_e_19< City of Fort Worth Aviaiion Department (July 22, 2014) Fo��r ������ ��� �vrne�c��v ��c��� ����r�� o� FLIGH� iC�iR�IW� �P�R�i�� {��eSO) ,,���_..._.y�...,� W.�.�_ ��.._.. �. _� �� , ..�.. .., _�..�. � n._�-�. �......� �.m�. �,.,._.���w�.....�.� _. _ __ __ D. �qul�am�nt� An Operator shall ha�e the following number of properly certified and airwarthy AirGraft a�ailable for renta! or use in flight trair�i�g, as applicable. All Atrcfaft shail be owned, ]eased, and/or opera#ed by the Operator, n�w ��v � �w� Aircraft Rental Operator Ai rcraft Fixed vuing: siRgle-engine ! 2 I 2 I z Ffight Training Opei-ator Aircraft Fixed wing: single-engine 2 2 9 Helicapter 1 1 1 . One Aircraft musi be IFR capable unless Flight Training Operaior is only providing spork pilot training. . if nrovldin4 halinopterifiqht traininq, it is required ta own, lease andfor aR����: ������Ater. __ Flight Tra�ning Operators shall pro�vide, at a minimum, adequate training aids necessary to provid� p�oper and effective grour�d school instrucfian, in accordance with th� Code of Federal Regulations Pa�t 6� and or F'art 1�41. �. F;ou�s of Acfivify Operatar shall be open and serrrices shall be avaifa�le to me�t the reasanable demands af customers for this activity as foilows: M�urs aF�Aci�wliy Hours Days per week Holidays After hours A�YU 9 hours par day 5 No Priar arrgngement FTYIf S hours per day 5 No Prlar arrangement �ws S hours per day 5 No Priar arrangement �. lnsuranc� �isclosure R�rurremen� Any Operator conducting Aircraft rental oP fiight training sha[I post a nvtice and incorparate within its rental and ins#ructio� Ag�eements, as w�il as praviding a copy af such notice tn fhe Department, that: 1. Ider�tifies the insurar�ce co�erages pro�id�d to the renter or student by Operator; 2. Discusses w�en and haw the insurance coverages apply; 3. Indic�tes wher� �dditional information can be obtaingd; and 4. Advises the eenter or studer�t that additional insurance coverag� is a�ailable. .v�.�r. .�.�,.�.��,�� .u.��.� .. �s.w� u..._ �,��,. . �. r�_..... .�w. ..u.:., �,.. � �_.�_ . _.._ .___ . . ., .�_. _.:. ..�..,. �.�� ,�... .. A�iation t�iinimum Standards �� City of Fort Worth A�iatian Department (Ju1y 22, 20�4} Fo��'�o� � �vrn�'�c��v AIR�RA�7 �H�RTER �R AIR�I�FT FW�PE�C�14lV�R�� �PFR�'COR (�14��) . AIRCE�,�'Y �H�►RT'�R OFt AIRGL�A�� IVI�1,�lACI�M�t�T' ���R�a�'�� (S�S()) A. fn��o�Fuc�ion These Minimum Standards sha{I not affect any existing fmpr�ovemenis canstructed prior to date of promulgat�on of these fVlinimum Standapds. �. Leased �r�mis�� An Operator engaging in this acti�ity shall have adequa�e Leased Premises, as approvsd by the Departme�t, to acoommoda�e all activit�es of Operator. In additian, all Improvements shall meet all applicable buildir�g and fire cad�s relaied to fihe acti�ifiies C �ieerrs�s and C��i�+��iior�s An Operator shall ha�e all apprapriate certifications, licenses, permits, insurance and approvals. �. �mployees An Dperator shall employ fh� following minimum numbe� �f emplayses wt�o shali be available during required hours of actEvity: An Operator shall employ one Customsr Service Representative as an emplayee who shall t�e available during hours of acti�ity. If an Aircraft Management Operator is pro�iding pilot sePvices, the Aircraft Management Qperator sF�all employ at least one Comm�rcial Pifat as an employse who shall be a�ailable as needed. E �quipm�nt An Operator st�all provide at least one cerkifi�d and continuously airworthy Aircraft, eitFter awned, leased, or operated by the Operatar, for the type of Aircraft charter service being pro�ided that shall be equipped for artd fulfy capable �f flight under instrument conditions. f�. bours of.�ctivi#y An C3perator shall be open and senrices shall be available to meet the reasor�able demands of custamers f�r this actiwity. An Operator's initial response to a pros�ective cusiomer's inquiry shal! nnt exceed one , hou�. l�e+iation �iinimum �#andards� :_... vxr�e.. .,._„M�.0 . .. � � ...�� � T.�.h. u�..a. . , � .�_M�.� ...ro_.N.,...�.a�....LL .�.,�1. City of Fort Worth Aviation l]epartrnent (Ju1y 22, 2014J �''ORT �Q�T�i � �IRCR��i 5��.�� OP����R (SAS�) P�� ,��.�. .._,�- � � .n..ro��..._..�,.�,��.y.,w��...w..,_�. �,.,..�...�.M.� _ ..^.. _kv�s..,n��,_ �.,� ��...M.N_., . m r� ,i�ii�ici�� ��i.e�S ��P����� (s���) A. In��odu��ion These Minimum Standards shall not affect any existing Impro�emer�ts constructed pPior to date of prnmulgatior� of th�se Minirnum Standards. B. b��sed Pr�mises An Operator engaging in this activity st�all hav� adequate Leased Premises, as appro�ed [�y tl�e Departmen�, to accommodate all activities of the Ope�ator. In additian, all Improvements shall rr�eet all applicable b�ilding and fire codes related to the activiti�s G. ���lership An Operatar, whn is an authorized f�ctory ��i�s franchis�, deale�, or distributor either on a refai! or wholasale basis, shall have a�ailabl� or shal! make availabl� with reasonable advance notice at least one current model demonstrator of Aircr�ft in each of its currently aukharized product lir��s. D. Licen��s and C��°ti�'eafions Emplaye�s shall be pPoperly certificated by the FAA, current, and hold fhe appropriate ratings and medical e�rtification foP providing flight demons#Pation in all Aircraft offered for sale. �. �;ours �t Actitriiy An Operatar shall b� open and ser�ices shall be �vailable to meet reasonable demands of cusiorners for this activity. The OperatoP shall ha�e a Custamer Service Representati�e (CSR) ava�lable or utilize anotheP on-site Entity's CSR. �. ,.�.ur�.r.�..� ......,..,....� ....N�v� �. : �_.. uu..w..... � w�.,� ... �ti..� _ �...u��. ...�_tiw,.m�..w..u. ..� .�.��_ �.,.�.. Aviation Al�inimum Sfandards ZZ City of �ort Wnrlh A�iation Department (July 22, 2014) ���.������� �v,� �,�� l�l��l2AFT �i0��� ���i�TOR (S��O) AIR�RI��'T STOR��CF, ���I�TOR (SAS�) �f. Introduction These Mi�imum Stand�rds shafl r�ot affect any axisting lmprovements constructed p�ior to date of promulgation of �hese M�nimum Standards. �. Leaseal P�mrse� An Qp�rator engaging in this acti�ity sf�all have adequate Leased Premises, as a�pro�ed by the Department, to accommada#e all acti�ities nf the Operator. In addition, all Improvements shal[ meet afl applicabfe buifding and fire cndes related ta tF�e acti�iti�;s. C. Hvu�s of A�fi�iiy An Operator shall ensure the facilities aee readily accessible for use 24 hours a day, 7 days a weeEt including holidays. �►�iation RAinimum Standards.,�.�..u_.u.,.�.N,� ���,�_uh�,..�,W.m N..�. �, x- ��w �,..w � s� .s_ _ �.�..�. v,b,..�...r m��� City of Fort Wort[� A�iation I]eparkment (July 22, 2094) �`���r'�'���rx � �v�ncro�w ..�,...� ���......,..��.�.......�, .,3�..*,..,.�..,__..�. .,�. _.,M.��,.�.,�...� �,.. �.� T�.w..,�..�u. .� �41/1�►�t��! S�RVIC� ��LE PROI�RI�TOR A. Ingraducrion �v��eYi�w ���vic� so�� ����r�i��a� Thcse Minimum Standards shall no# affect any existing Impro�ements constructed �rior to date of promulgation of these Minimum Standards. In recognifiion of the nature in whic}� certain services are currently being provided to general aviation cusfomers at the Ai�ports, the City has established a special Operator category through which certain services can be provided to the ownerslOperators of piston powe�ed Aircrafk. An Aviation Service Sale Proprietor is a Cammercial �perator engaging in one of the failvwing services: 1_ Aircraft Maint�nanceiAvionics Maintenance -- pro�idmg Aircraft maintenance, par�s, accessories, and related componenfs, as defined in 14 �FF� Part 43; prvviding maini�nan�e or alteration af Aircraft radids, efectricak systems or instruments as defined in 14 CFR Part 43, Appendix A for piston powered Aircraft other than those owned, leased and/or aperated by the Operafar on the Airport; 2_ Flight TraininglAircraft Rental — praviding flight instruetion and/or Aireraft renta[ fo the public at fhe Airport; or 3. A persan holding a current �AA certified flight instrucfor certificate, who prorrides occasional flight training and does nat make flight training a�ailable to th� pubEic, shall not be deemeci a commercia! activity. An Aircrafit owner seeking initial or recurrent training in tti�ir a►run Air�;raft may compensate a flight instructar for instructian to the owner in #heir own Aircraft. P. L�ased Premises An (�perator engagi�tg in this activity shall have adequate Leased Premises, as approved by the QeparEment, to accommodate all activikies af the Operator. fr� addition, all Improv�ments shall meet all applicable building ancE fire coties related to the acti�ities. C. �'mployees Ar� Qperaivr may n�t ert�play any ather perso�s other than hims�Iflherse�f on a f�ll- time basis. The Operator sha[I be properly trained, certified, and current for the work being performed in accordance with r�quirements af the FAA andlor other regulatary bodies, Temporary part-time help ar Ternporary Specialized A�iati�n Service Operatars shall nat be eor�sidered as f�ll-time employees. If, at ar�y t�me, the Operator employs or prv�ides corr�pensation on a fufl time basis to any ot[�er p�rsan, other thar� the s4[e propr'i�tor, the Qperatar will he rQquir�d ta meet the Minimurn Standard5 fnr t�e services being provided. D. Equrpm�nf Aircraft Maintenance/Avionics Mainter�ance — the Operatar shall have all reasonab�y necessary equiprr�ent for the proper performance of services being provlded ln accardance with the manufacturer's specifications and appficable FAA regulations. .. �� . w��.�. �,�..�. �s�... __ K�w� ��.,...0 r, .._ ..�.�r..�... _.o�. _ .� _ ,. u ,....�_ �.._m ��..� _w...� . ,... ...�... _. Awi�tion l4f�inimum Standards �`� City of Fort Worth Aviakion Depa�tment {July 22, 20i4J �o��r �''���x � AViA`I`IQN �e�lA�ION S�RVICE SOLE PR��R1�it7R , .__.,.��.,��.... ,..�..�,...�_._ .. ..�<s»�. _�____ ,��,e�..... . � , .H ..,�.M,...n_u���,�..�� _�.��_ ��,�.� �.�w.,.u. , _, . w,�.,_,M,�W��.,e.a��,..._�,.. a,..a.n� .w.�._. Fl�ght TraininglAircraft Rental — the Operator shall have at least one properly certifi�d and airwor�hy Aircraft available for the ser�ices offered. All Airc�aft sha[I be owned, leased, andior operated by the Operator. Flight Training — Operators shall provide, at a minirnum, adequate t�aining aids necessary to provic�e proper and efFective ground school instr�ction. � Hou�s efActiu�fty An Operator shall be open and serrrices shall be a�ailable io meet the reasonable demands of c�rstomers for this activity. � In�urart�� �isclasu�e An Operatflr canducting Aircraft flight trainfng ar Aircraft rental shall post a notice and incarporafe within its rer�ta! and instruction Agreements, and p�ovide a copy of such notice to the Department, that: 1. Identifies the insurance co�erages provided to the renter or student by the Operator; 2. Discusses when and how the ir�surance eoverages apply; 3. lndicates wE�er� additivnal infnrmation can be obtained; and A�. Advise� the renter or student that additiona! insurance coverage is a�ailable. :�, ...� ..a.... �.�. s�s�_ �..,_......a���,.�__,��.�...a ...... __�._.o-. «W�.N__�ti._.:. �..w.._�_...M..._ m...M _�. ._� ,�,�_�.�..�...._...e..�b.�....�___.�. �.� � _n....:���� Aviation BAinimum Standards 25 City af Fort Wvrth Aviation Department (July 22, 2014j FoR�r'�o�T� �� OTH�R COR�I[�YERCIAL AEFt�A�AUTIC�eL �GTIVtil�S (5AS0) AV1ATi01� �1"H�C����N➢f4�ERCIAL A�I��NAUTICA� A��IVITIE� (��5�) A. Intr�aduction This section pertains ta other cflmmercial SASOs engaging in Limited Aircraft Services and S�pport activit�es, Miscellaneous Cammercial Services and Support activities, or air transportation services for hire activities, as follows: 1. Limited Aircraft Services and Support; 2. Miscellaneotas Commercial Ser�ices and Support; 3. Other Air Tra�spartaxion Ser�ices for Hire; and 4. Non-Prafit Organizations. Th�se Minimum Stanc�ards shafl not affecf any existing Improvements constructed prE4r #� ��#!e of �rc�rr�ulg�tic�n of th�se Minimurrt Standards. �. �eased Premi��s An �perator engaging in this acti�ity �hall have adequate Leased Premises, as approved by the �epartment, to accommodate all acti�ities of tl�e Operatar, In addition, all Improvements shall meet ail applicable buiidEng and fire cod�s related to the activities �. �'mployees An Operatar shall provide a sufficient number of employees ta carry ou# activity in a safe, sec�r�, efficient, prampt, courteous, �rtd professional rr�anner whiie aiso meefing the reasonabie demands flf customers for the activity. �7, Equipmen� An O�erator shail ha�e, based at the Airport, sufficieni �ehiclas, equipment, and, if appropriate, one certified and cnntinuously airworthy Aircraft either owned, leased, or operated by the Operatar. An Operator shall f�a�e sufficient materials andlor suppli�;s ava9[able to supp�art the activity. � �;'ours of Ac�idiiy An Operator shall be open and servic�s shall be a�ailable during the hours mainta9ned by qualified and experienced entiti�s prc�viding c�mpaeable services andlc�r �ngaging in simiiar acti�ities at camparable airpo�ts in like markets. An Operator's services shall be available to meek the reasonable demands of e�stomers for the activity. ti.m ..,.,.,.. .,...M��.�...�e �.�M... .,=_.hN� ...,s�„�u „_,.�. .._. . e_.. ..._�..... � . ....... . d....�.. ,.........� �. .�.�w�. Av�atian Minimu�n Standards 2� Cify of Fort Worth Aviation Department (J�ly 22, 2074j S�L� �'U�LIN� A. fntYoductlon Non�commercial entities engaging in self-fueling shall also be required to fuliy corr�pfy with a�plicable reguiatory measures and submit an application for a Self-Fc�eling Permit. �. Permigfi�pprvval No Entity sf�all engage in self-fueling unless a valicf A�iation Self-Fue]�ng Permit authorizing suc� actiuity has been obtained from fhe Department. Such Entities shall herein be referred ta as self- f�eGng Permittees. The Aviatian 5eff-Fueling Permit shall nat reduce or limit self-fuelir�g Permitkee's obligations with resp�ct to these self-fueling standards. Prior to issuance, a self-fiueling Permittee shall prov�c�e evidence of ownersF�ip any Aircraft being fueled by self-fueling Permit#ee. C. �ueling Repnr�s On or before the 15�h calendar day ofi the subs�:quent month, a self-fueling Permittee shalL• 1. PTovide a summary repart to the Department identifyir�g t�e number of ga�fons n� aviation fuel d�Ei�ered to fu�l sforage facility by f�ae[ type; 2. Provide bill of ladings, as received frorn the fuel supplier for fuel delivered, in suppor� af the summary report; and 3. Pay the appropriate fees due io the Department as stipulated in the Depar�ment's Schedule of Rafes and Charges. Upon request, records and rneters shall be made arrailable for re�iew by the Deparkment, or its designated representati�e. In the case of a discrepancy betwe�n the amouni of �uel reported ta be defivered to the self-fueling P�rmittee and the amount of fuel reported by the self-fueking Permitte�, tne greater arnv�r�t shall pre�aii and the self-fueling Permittee shall promptly pay all additional fees due the Department. The Department has the right ta terminate the self fueling permi# if any violations in reporting are faun�. �. �uef ��arag� and �qurprnen� A self-fueling Permittee shalE demonstrate that sa�isfactory arrangements have been made for the storage of fuel ihrough self-fueling Permittee's fuel starage facility andlor equipment located in a designafed fuel storage area speci#ied and approved hy the Departmenk and agencies having jurisdiction. Fuei storage tanks shall be for th� exclusi�� use of the self fuefing Permittee only. En�ities authorized by the Depa�tment shall lease land and construct or instaif an above grnund fuel storag� tan� in the designaied fuel storage area. In no e�ent shall the total storage capacity be fess t}�an the foAo�ing, fnr the fuel type utiliz�d, as specified on the self fueGng permit: F�el Btoraga and Eq��l�rrn�+�t �.��-�:,...__�- _— � Jet fuel Storage - minimum tntal capaciiy (galions) Equipment - minimum capacily of a refueling vehicle f 9alEnns) Avgas Storage or Equipment - minimum capacity (gallons) ��� 10,000 2,00a 750 �rw_L �s� 10,O�D 10,000 z,aoa 2,aaa 750 I T50 Reiueling vehlcles shall be for the exclusive use of the self-fueling F'ermittee anly. Refueling �ehicles are not permitted to ieave 1he Airport for the purpose af �btaining iuel. �or each tvae fuel ufifized, a fixed self-ser�ice fueling system i� o fian�l. Documentation sha11 be a�ailable at th� fuef storage facilities that idenfify the FAA N-n�mber(s) of the Aircraft permitted to be self fueled under the A�iatian Se1f-FuelFng Pe�mi#. A selfi fueling Permittee shal� be liable and shall defend, indemnify, sa�e, p�otect, and hnld harmless the Department for all leaks, s�ills, or other damage that rrtay resuf# thro�gh the handling, starage, and dispensing of fuel. Fuel deliveredldispensed by a self fueling Permittee shall fully cvmply with quality specifications outfined in ASTM D1655 {Jet #uel) andlor ASTM D 1910 {Avgas), as applicable. Ensuring the quality of the fuel is the sole responsibi[ity of the seffi fueling Permittee. Lettering, no less khan six inches ir� height, shall be on the side of the refueling �ehicle that identilfles the FAA N-number(s) of the Aircfaft permitted to b� self-fueEed under the A�iatien Self-�u�ling Permit. Refueling vehicfes and ali #uelin� equipmen# shalf b� equipped and mairttained to fully corr�ply with applicabEe regulatory measures but not limited to those presceEbed in Section 4_F. of these Minimum S#anda�ds. A self-fueling Permittee shall have satisfact�ry arrangements made v�►ith a reputable aviation petroleum supplier fa� the delivery of a�iation fuels. Prior to er�gaging in self-fueling, that incl�des transporting fuel onto the Airport, a self f�eling Permit�ee shall pro�ic�e the Depa�rrment with a w�itte� SPCC plan that rneets applicable regulatory m�asures for fuel storage facilities and the self-fueling Permittee's activiti�s. An uptiated copy of the SPCC plan shall be filed with the �epartment at least 30 caler�dar days pr[or to any planned change in operations. A self fueling P�rmittee shalE develop and maintain SC�P's for fueGng and shall e�sure complianc� with standards set forth in AC 00-34A, "Aircraft Ground Handling and Servicing". A selfi fueling �ePmitte�'s SOP'� �ftall include a trainEng plan, fuel qua�ity assurance praced�ares and as�ociated recard keeping, and emergency respa�se procedures to fuel spills and fires. � Complr"�nce wifh �'n�+lronmenfal L av;+� Fuel storage andlor the fixed fueling s#ation and aif fueling eqt�ipment shal� comply with a[I applicable federal, state and local environmental laws, rules and regu�ations. A se�f-�€ueling Permittee shall notify the Departme�t immediatefy upon the occurrence of any violation afi t�e en�ironmental laws or any event that may affect the en�ironmental conditian of the fueE storage facility andlpr the fiue�ing station and all fueling equiprr�ent. F; Remediafion and Insurance Requrremen�s A self-fueling Permittee shall be �ulfy responsible far the �iolation of any entironmen�al laws caused, in wi�ole or in part, by self-fu�ling Permittee, its officers, agents, servants, empfoyees, contractvrs, subcon�ractars, or in�itees, vuhet�er such violation occurs duri�g the current permit periad, or during a pre�ious period in which the self-fueling Permittee caperaied the fuel sforage facility an�flar the fueling station and all fueling equipment. As assurance t� the Departmeni thai the self-fueling Permittee is reasanably able to comply with the re�uirements vf this Sectian 17, the seff-fueling Permittee shall prn�ure and maintain an �n�ironmental Impairment f.iabil�ty Insurance Poficy that provid�s caverage, per occurrence, for any incidents in�olving the fuel sto�'a�� facil�ty anc�lor the fiueling station a�d all fueling equipmer�k, in accnrdance with the D�partment's Minimum Insurance Requirements. G. �ersonnel V1IEth regard tv safety procedures, self-fueling Permittee's f�ef dispensing employees shali be properiy trained in an FAA approved fire safety program, as de'fined in 14 CFR ParE 139.321 current �ersion. W. P�rmft J4evoca�ion A se[f-fuefing Permi#fee shall not sell andloe dispense fuels tn based Aircraft or transient A9rcraft t�tat are not owned or leaseci, and operateci by the self fueling Permitfee. Any such sellir�g or dispensing shall be grounds for immediate re�ocation of the self-fueling permit by the Depa�tment, V� ��hi�i� � �4��1' A��p�r� t�ul�s and R���I�ti�n� February 24, 202� For �his addendum, the term "Operaiar" means a"Commercial Operator", as described in �he City of Fort 1North A�iation (Vlinimum Standards. A.� bigh P�w�r ��gir�e ��ns The varied range o� aircraft oper�ting at Fort l�lor�h �I�iance Airport �AFW) include many pornrered by high-airflow turbojet and turbofan eng�nes. IVlaintenance necessary far the propulsion systems on �hese aircraft require �hat the engines be run at power-lever-angle (PLA} settings simulating the instalied operational fl�ght profile. This high- power run up stresses the engine and it mus� pasS this test fo be cleared for flight. The high-power engine runs ta�e a considerable leng�h of time, and �he high-velocity, high tempera�ure �"'150D °�). expansive noise con�ours �d�A>10(J) characteristic of these run ups prohibit conducting them on the operator's ramp, or elsewhere on the airfield without spec�al pro�isions. Alliance Air 5er�ices {AAS� can accommodate this testing by utilizing walls on the ramp ta the GDC shown in .�� the blast ' loca�ed � north � adjacent � hangar as � Figure 1. 1 V4 To utilize this facility the aircraft mus# be taxied or towed into pvsition and secured by the opera�or. Opera�or personnef or their qualified subcontractors wifl be required fio initiate and monitor the engine runs. Also, to rnitigate the overall ris� of this test al� persons authorized to supervi�e or di�-ectly par�icipate in engine ground running from t�e fligh� deck who are not pilots or flight engineers mus� have receiWed both iniiial and recurrent quafifica�ion for engine ground running dut�es. A.2 Airp�r� ��u�d��b ���u�i�b US Code �4 CFR 139.335, "Public Protection", and the City of �ort Warth Ord. 1b931, § 1, adopt�d Niay 9, 200fi, as amended "Fort litlorth Alliance Airport Access" both requ�re that the airport be secure from entry by non-authorized personnel, wildlife, or vehicles. As documented in the Airport Certification Nianual (ACM�, the principle means of aehieving this requirement is joint participation by all operators on the airport fio de�elap or re�ise the security section of the ACM plan. Key elements of the plan are (1) personne! aecess control, and ��) perimeter control - a physical barrier �fience) around the airport boundary and associa�ed technology. i4�=g P�r�or�n�l S�euri�� Authorization for access to an operator's facilities is the responsibility of that operator. Identifica#ion of personnel assigned to work on the operator's ramp is necessary �o maintain con�rol of the movemen� and non-mor�ement areas. Self badging of all personnel is strvngly encouraged. Training in the requirements of Part 139.329/303 for all personnel working on any public ramp is also required. All subcontractor personnel or other non-cleared personnef will be escor�ed'by appro�ed operator or AAS personnel at all times. T'1�e operator must also inform and train his personnel to remain an their ramp and to stay clear of 2 V4 taxiways leading to adjacent operator ramps unless specificaliy cleared for this access by the AFW Airport Operations Nlanager. A�.� f�eri�n��er ln���r�i�y Perimefier security poses a sign�ficant challenge for the AFW. Layers of security that inc(ude fences, cameras and patrols are necessary to meet �I�e challenge of securing this large and compfex airport. T'he right of access �o the airport g�-ounds to canduct filight operations is granted t� e�ch operat�r !�y § 3-?84 "Access P��mit" �f the City �Qd�. Howe�er, § 3-283 "O�f-Airport Parcel Uses; Access Area; Access iaxiw�ys; Prohibsted Uses." pro�ides that "the ��perator'sj access area shaEl be separated from the remainder of the off-airport parcel hy a wall, fence or other pnysical barrier. The city or the au�hority responsib[e for operation and sa�ety of the a�rport [AAS] shall ha�e the right to enter the acce�s area �o inspect or per�Form o�her regulatory requirements. Ali safety and vperational rules and reguiations applicable to the airport shall be applicable to [operator's] access areas. No rules or regulations of the eity shall aff�ct the access right, other than �his article and th� regulations." Accordingly, the perimeter fence and entry gates surrounding the airport are inspected daily by AAS to ensure they remain intact. However, fer�cing and/or gates securing th� operator facili�ies connect to the AAS fence to form the comp�ete a�rport barri�r. A breach of this part of the fencing th�s constitutes a breach of the o�erall airport and requires immediate notification of AAS and corrective action by the operator. Failure to respond with the nece5sary actions in a timely manner may result in re�ocation of the operatar's access permit as stipu�ated in § 3- 284 and/or sh,�ll consti�ute a m�sdemeanor and be pun�shable as provided in § 1-�6 of the City Code. It is thus required that the operator �erify the integrity of his pvrtion of the airpvrt perimeter �Fer�ce daily. Physical inspection i� the preferred mQans �or doing this, however, a � v4 combina�ion o�F methods using CCTV cameras, mor�emen� se�sors, and/or �AA-approued drone f[y-overs are also acceptable. ��������� ���.I"71.AE ��� E ' � �� 0 � ��'� ��-�� � � _�� Adopted by the Fort 11Va�kh City Council September 15, 2024 ."�C �0-U53" � r►t - �' -_.�f. # � � �'r I �F ���. �Fil��t'i�l I���. ���. II. � �II� �. � � �,�'��f,�;� ��ii,-��;�� i �;. ,�. � .��� �� ,��� � �, �� ' � ��ii , ai � Buer'r�r� i�JJ �v�rali�� rrt �ort 4�vrt�r h?enr.�Er�rr� f�t�rnnf�orro! �iirf�otx TABL� (,�r COP3T�RITS AVIATION DIR�CTOR AUTNORITY — L3EPAFtTME1�7 OF AVIA�ION (pOA) ........................................... 4 ANiVUAL ADJUSTMENT OF RATES AN[] CHARGES ............................................................ .......,_.... 4 LANDING F��S FOR ALLIANCE AIF2PORT ............................................................................,.,.......,........ 4 Commerciall,and'tng �ee ..............................�---.........................................,......---.....----...o...........:............ 4 f�on-Commercial'iraining or Maintenance Landing Fee .......................................................................... 4 Military Operakions Landing Fees ...................................................... ..................................................... 4 OF'F'ICE SPAC� .............�----�---�-�---._.................................._.......................................................... MeachamAdministration Building ........................................................................<......,............................. 3 Meacham Adminisiration Building — 3� Ftoor Conference Genter ............................................................ 5 ENTRANCE SiGN — Meacham and Spinks airport .................................................................................. 5 HANGARSPAC� .........................................................................................._...,................,:........................ B T-Hangar Space - MEACHAM .................................................................................................................. 6 T-HaRgar 5pace - SPINKS .............. ........................................................................................................ 6 BOXHangar Space � SPINKS ........................................--.._................,...,...........,........,..,._,...,................. � CommunityHangar Space - Sp�nks............o ................................................�....,.,.......,.........................,... 6 StorageRooms - SPINKS .............................................................................�--�...........,.,............,.............. B Aircraft Parking — Monthly (city manage� ramp space onlY) -._...----• ......................................................... i Aircraftparking -- Daily ......................�---.....---�..................,........................,,..,.,.�.....,,.,...................,.......,.. 7 LANDLEASE ..................................................................................................••-•-•----•_.---......._...,......_........... 7 LandPer Square F'oot—Annually .......................................... .....................................<,.,.....,..................7 AIRPORT ACCESS FEES (7HROUGH TH� FENCE) .................................,........._.,..._.,.............,.....::..:.... 7 A]Iiance Airport — Access OrdinancE 76939-DS-2006 ..........................................................._......__....._._... 7 U.S. CUSTOMS FEES ...............................................•................................................,...,.,..,,.,.,...,............., 7 MEAGHAM iNTERNATIONAL AIRPORT .....................................................................................••---•...... 7 Meachamin#ernationa� a�d SpinksAirports .................................... ........................................................ 8 AIRPORTFUEL ............................................................................................................................................. 8 Fuelfarm USAGE fes ............................................................................................................................... S FuelFlowage Fees .....................................................�..,....,........,...................,....,..,................................. 8 MISCELLAN�OUS FEES ............................................................................................................................. 8 LateFees ........................................................ .................,....,................................_..,.,... ... .,., ,. .. 8 Fees related to �evelopment on an AirporE (Including faut not limifed ta Survey, Easements) ..:............. 8 LeaseAssignment Fee ....................... ............................................................................o..........._.....,..... s Month-to-Month Leases ......................................�........... , ....,...,_.....__...................... , ..,...................... 8 CONTRAC7 AM�NDMENT FEE ...........:..�.......••-•.........,.....,..._,:.._.,...,..............,...................................... 8 Development/new lease(s) fee ..........................................................................•---•••--..............., ............. 8 KeyCopy Fees ....................................................,.....,.,,. _.............................,...................,....................... 9 LEAS� VIO�ATION F�ES ..........................................................:................:...........................................< 8 PAGE 2 OF 1D ADDfTIDNALPRC)ViSIONS ..................................:..........................................................,.............._..._....... 10 De�e]opmEnf Application ........................•---•--.....................,........,,...................................,.....,.........,..... 10 LeaseExpiration Penaity .........................................................................................•---•...................,..,<., 10 Disclaimer............................�.,.,....................................,,. ..._....._...................,.....,.,..,.,...,......................_ 10 PAG�. 3 �F �6 AIlIATION !][�'lECTOR f1llTfi��l7`Y — DEPAI�T1Rfl�PiT OF AVIA7iOR1 (DOA) The Director is authorized to assess or inraiue fees thak are not specificafly arldressecf i� the Rates and Charges such as the use nf ofFee equipment, carports, and miscellaneous construction by Department resources, fees associated with private development and other aviation related #ees and charges that may accur on an infrequent basis. - �essee may rtot undertake or alfow any parEy to undertake any kind af alterations, erection, improvement ar ather construction worfc an ar to the premises unless it �rst requ�sts and r�ceive5 appra►+af from t�e Director or hislher aut�orized representative. These rates and charges pertaFn ta all Fort Wort� Airports unless otherwise noted per section. AP�FlU�►L dCIJUST�YiE{�T O� RA7E� A�1� GbARGES Existing Lessee's which are subjeak to an annua[ Cansumer Price Index (GPI) adjustment shal] be ac3justed by one point eight percent (1.8°/a) as of October 1, 202Q, per their current lease agreem�nt. Mon�h-#o-month leases will reflect current rates and c�arges as described befow. The CPI adj�stment is based on tE�e Cpnsurner Price Index, [�alfas-�ort Worth far aEi Urban Gonsumers for All items for Novemb�r 2019. L.�NDIfVG FEE� ��R IQeLL1�eIdC� A,11aP�RT WON-51C=f�AiORY �O�i411f�RCIAI, LdW�I�lEy ��E A Comr�'iercial Aircraft Operation (Non- Signatary) is one that does noi �ave a Use -- Agreement with the City of Fort Wor#h; and _� .�� �"�� �- � conducts nperatians at Fort Worth Alliance �' - ''- �* — ���� ;,_ � , Airpo r t un der F A F t �'a r ts 1 2 9, 1 2 5, 7 2 9, ' 1 3 S v u i t F � . �:.- � , f y'�- � ,y a Maximum Cerkified Gross Landing Weight ��� "��.�4�,; ��- (MCGLW) over 40,000 pounds. Na la�dng fee ��T�' . �� �� �� "��� � ����' is asses5ed at Meacham or 5pinfcs Airports. �{ u� �;,�;;a��, i�!���,_� -�..�x; Landing Fee per 1,�00 pounds Minimum Landing Fee $ 1.80 1 D0.00 SI�'aPEAT�RY GO1VAlVIP�I�'Cldl, L.A111DIRlCi F�E A Commercial Aircraft Operation having a Cargo Operating Agreement for Fort Wor�h Alliance Airport approved by City Council qualify as a signatory operator. Landing Fe� per 1 pOp ppunds $ 1.49 Minimum Landing Fee $ 70.00 ARI�ITARY OPERATIOfdS Ll�P1DIWG FE�S Military operaiions are exerrlpt #rom landing fees if the aircraft is acting pn the behalf of t�e military under fhe jurisdictional controf af tfi�e armed forces of t�e United States or the �lationa! Guard. For�ign military aircraft are subject to rates Eisted above. PAGE 4 OF 10 O�'FIG� SPA�E AAEACHAFifI A[]MI�IISTRA�ItaPl BUILDING A Lower Level $ 74,5QIsq.ft. � F'iirsk Flaor � $ 76.501sq.fE. �P_r.nnd Floor � $ 17,5Dlsq.ft. w Third F[oor $ 18.54/sq.ft. F�� Space $ 22.501sq fit �ntrance Sign � $ 700.00lmonth l4t0�ACM�►E+lo ADRlIIPEISTRATIOPI �WLDIAiG — 3R° FL90R COI�FER�RICE C�A�TER If fhe room is needed for longer than 4 hours, an additional hourEy rate will be determined based on the e�e�t#. Contac4 the Avia#ion Administrati�e Q�ces ai 817-392-5400 to ohtain ,information on the rent�l of the Conference Center. E�lTRAPIC� SIGPI — M�ACIiA14A A@1D SPIWKS AIRPORT ___ -- Entrance Sign $ 1Il[I.OQlrnonth Pf��E 5 OF 10 b�N�A� S��CE T-HAPIGAR SPA�E - M�ACHAI4A --- ---- .. .... .__ _ 'i-Mangar �nd fJnit Space Improved $ 80.00Imonih 7-Hangar End L1nEt Space Unimproved/Storage $ 60.00Imonth T-Hangar Space -- 907 sf F $ 425.pQ/month T-Hangar Space - 983 sf & 997 sf $ 43�,OOlmonth T-HAIVGAR SPACE - S�INFtS 858 squar� feet $ 325.OQImonth 1,b08 square feei $ 3SpA0/monfh 1,710 square feet $ 400_OO/mnnih 1,386 square feet �$ 475.ODImonih i,6S4 square feet $ 500.00lmonfh 1,698 sq�are feet $ 525.00Imonth BOX HANGAR SPACE - SPINK� ___ �_. _ 3,000 square feet $ 950.00/rnonth 3,6Q(} square feet $ i,250.001month fi,600 sq�are feet $ 2,100.00/month CONiMU�11TY HAWGAR SPACE - SPINFLS Sing{e-engine piston Twin-enqine piston $ 22S.00lmonth $ 320.DOlmonth S70RAGE RDOAAS - SPENFtS -_ _ _ _ ___... 5mall Open $ 36.OQImonth - _ ---m..�-_.. Large Open $ 72.00lrrson#h Glosed $ 52.00Imonth E�AGE60F10 AIRCR/�FT F'AR141NG — MORITHLY (CITY MAtdAGED RA�i➢P SF�ACE O{dLY) AlRCRAFT PARFi�I�G — DAILY Th� ��ily rate sn►iii �ie �pplied fGr any parking an public aptons up :0 24 hours. A�I 4•reight calc:��otions are based an Maximum Certified Gross Landing Weigl�k. ��►FdD l.�E1�F LAND P�R SQUARE FOOT — Ai�I�UALLY Ground Lease Alliance Ground Lease RAeacham Grpund Lease $pinF�s $ 0.49fsq.ft. $ 0.471sq.ft. $ 0.31/sq.ft. AIRPO�T A�CES� �rEES (iHROUGH YH� FrE�'C�) ALLIAPJCE AIRP�RT — ACCESS OR�IPIAWCE 16537-0�-20Q6 Air carrier or large aircraft user �eneral aviation or sm�l] �iirerafE user U.S. CU�TOf�� FE�S MEACHAM [f�T�RAIATIOWAL AIRPORT During Ragular Business Hours Af��r Haurs; Weekends and Ho� Dispasaf Bag Fee — First Bag Additianaf bac]s $ 1650.00lmanih � . � 660.041month $ 300.00loperation $ 500.DQlop�r�tion $ 2DO,ODloperaiipn 50.a01aer pperation PAG� � OF 'i 6 MEdGHAIYi i�ETER�lA7iO�lA� AWD SPINir�S /�IRPORTS Fee is the land per square foot rate for the airport multiplied by the sq�are fpotage of the hangar adjacent to the airfield. QI�R�ORi FU�L FUEL �E1RAfl US/AG� �EE A rttonthly fee is assessed to any tenant that self-fuets_ TF�is applies to �BQ Leased facilities or non-FBO leased facilities. Monthly Rate I All Airpor�s $ 4QD.�0 FU�L FLOIhlAGE FEES The folloriving fuel flawage fees are established on afl fu�l delivered #o the airports. Rates are rounded tn the nearest penny. Fixed Based Operators (GaElons) $ q.1 BlgaEfon �elf-Fueling (non-F801Exclusive Use Tenant) (Gallons) $ 0.29/gallon � Operafors which pay a landing fee ak Fart Worth Alliance Airport are exempt from ihe fue! fiowage fee. � Guidelines for fuel flowage are autlined in the Minimum Standards adopted as of August 15, 2017. t9�I�G�L��Fd��US ���5 LATE FEES .,.� _ __. _ . _ _ _ Rent is due on the 'Ish af each month without demand. Monthly renials and fe�s are subject to a late cherge at the rate of 9 0% of the monthly rental rate fnr each month, or poriion of the month, that any monthly ins#aUment is past due. A separate compufation and payment of such late charge shall be made ar� the outstanding balance that is pasi due. Therefore, if two nrtonthly installments are past due, the late charges shall accrue nn the total outsianding balance. FEES RELAT�D T� DEI�ELOP�M�IdT OP� AN AIRPORT (lncludfng but notlimited to Survey, ]�asements) 7he City of Fort Warth Ar►iation Departm�nt will obtain surveys on any praperty approved and negotiated ta mo�e iorward with de�elapment. ihe survey fee to be callected up front is non-refunda6le and is based on Sur�eyor's cast estimate. Need to change ta include any fees related ko development....surveys, inspections or easements....hut not limited to. LEASE ASSIGPIMEP3T F�E Meacham an�E 5pinks Airport: Upon appro�al, if a tenar�t assigns their right, title, and interest of their property ta another individual, a$1,000.00 lease assignment fee will apply. i1�10�1Tk 70 l4l40P�TI-i L�A5�S Month-to-month leases are subje�t to a 10°� premium ahove the standard rate. CDWFRACT E1fI�Ef�D{41�Ef�T �EE For tenant inikiated contract amendments, a$ 400.00 fee will apply. DEI/ELOF��fl�f�T1RlEW �.�SE�S� ��� _ For new development application or a new lease, a$ 100.Q0 fee will apply. PAG�80F10 f�EY COPY FEES Replacement of lost keys or extra keys provided for rental spaces are $ 10.U� each. Keying fee, per door, is $ 50.00 GAT� AGCE�S Each Card - $ 20.00 Access R�n�wal - $ 20.Q0 Toll Tag - $20.00 Fteplacement Cards - $ 25.00 L�ASE !lIOLATIOPi FEES In an efFarf to reduce the frequency of comman lease violations, and maintain consistency, the DOA has established a fease violation policy. To continue as a top tier airport it i5 irnportant that Meacham international Airport maintain compliance in ail areas of airport operations. l.ease �iolations include, but not limited to, the fallowing violatian types: �x�m I�� �f er�eraf violat�ons re �rir�n s�cl�i�� tirn� for eorrectiva actian � O►�ergrown weedslveget�tion � DebrislTresh � Recreatianal vehietes .� Faifure to obtain required DDA approvals o Leftover constructian r�'iaterials andlor equipmen# �xar��l�s c�fi Lease Adherene�: Violakir�ns: � F�i[i�re ia suY�mit praaf �f insur�nce ar�rflrsr insur�n�� r€�nev�ais. � ReQetl#iv� past du� r��t��'rc�tinns � �ai[ure ta meet ��ntractu�[ deadlines �x���l�s af sat�#v ansi securii vEolatE�ns r� u�rin immediat� �arr�ctir�e �ctian �� Unauthorized parkirtg of any kind �o Unauthorized gate access o Qther safety viafations � Other security violations Lease �iolation fees wifl be impasgd as follows, for occurrences of the same �iolation type Gen�r I��fe# anc� Securi V€t�lation �'�es: 1't occur�ence - verba[ warning a"d occurrence - written warning 3"� occureence - $ 100_Od 4�' occurrence - $ 500.00 5�' occu�rence - $ 500.OQ, includ�ng, and up to Lease t�rmination. � Le�se Astre�rr►�r�t }�ld��rence Violati�tn �ees: 1st Lellec - � 35.00 2�a Letfer - $ 70.00 3rd LetEel" _ $ 105.00 At the diseretion of #he DdR, Safety and Security �ioiations may b� subj�ctto an immediate m�ximum fee withuut verbal arwritten warning. After t�e ffth accurrence oF the same violation, Lessee shall maintain na �iolafions for twel�e ('!2) �al�ncfar months to avoid furtF�er action, �ncluding L.ease termination. RAGE 9 OF 10 ADDIiIONAL �ROV[SlON� �EVELOPflIYEPlT APPLICATION �or any da�eloper �ho wishes to enter into a ground lease wiih associatad mandatory improverr�ents, a Fnrt Worth Aviation Qepartment Rpplicaiion must be cpmpleted and submitted, aiong witF� the new development fea. 1'he information submitted must include all additional materials/dncumentatinn re�uesied an the a}�plication. Once staff is in receipt of ihe complete packet, staff will begin the review process to determine if the praposal is in khe t�est En#erest of the Airport. The initiaf revievsr process will not camm�nce until alI requested materials are submitt�d. LEAS� EXPIRI�TIOA1 PEi�AL7Y A�y Ieas� agreement that expires priar to the execution of a renewal lease where the tenant had at least 30 days to execute a n�w I�ase priar #n the expiration of the existing lease shall be subject ta a Lease �xpiration Penalky, 5uch agreement shall automatically re�ert to a month-#o-month occupancy status and the tenant may be required io pay a premium equal ta i�% of the A�iation Department establisF�ed fai� market rental rate in addition io the standard base renial rate, until such time as eit�+er a permanent lease is executed or the #enant vacates ihe prernises. qISC�AIIV�ER Any additional Rates and Charges will be at Market V�lue PAGE 1U OF 10 Exhib�t C � � n i 1 1 1 1 I i f i I i YI� #� f�i �/i il�i {/� �i {'ii ffF {� {ii �' FJJ �� Lf5 �l1 Vl Vl 4f] VI ul L11 L!1 �11 � � �O W �O -W lQ lO l0 �O [� �O ��, � � r r r r ❑ � � � �16 J 4A �iY i,H �fi :+? �Y �h 4ii i!� LFI Y Y i+ W+ M i+ i+ ++ 1+ i+ �� � � � � � � � � � � ~'3��������3 � � � � 'b A C , d Q a � � a !1 � O ?-' Q Z U F � � � � � m � � � � � � � � � � � � � ts � � � €51 � � 5i o 'i9 s � � � � a � � � � � � � i � � � � � i� �° � 1 1 1 1 1 1 1 1 1 E L � Y N � � � m � uG v a ¢ � a�� a � 1 O � � � O i I 1uf! � � 4 D � uu � � � w � � ❑ � � � � � � "O � � �O �tl !y ft1 �p C � II�1 W W LI.� � 0 � � v c � c 'i� O �v+ O N � N � � o E o E � c � c � � 0 G a O g � 0 a � M � �� � a � 0 os c`u V Q 'a 0 � � L!J z � � m 0 � 2 H � �� ma a° � � D � � w � � � � Z m � � O o`un p o� = � 00 � �� � Exhibit D Exhibit D— Affilaate Dperating Agreemeni FORT WORTH ALLIANCE AIItPORT FORM OF AFFILTATE OPERATIl�TG AGREEli�E1�1T ARTICLE 1- SCOPE OF AGREEMENT This Agreem�ent between the City ofFort Warth (the "City") and (the "Affiliate") grants to the Affiliate certain rights to use facitities to conduct its air trans�ortation b�siness as an Aifiliate af [SIGNATQRY AIRLINE] (the "Signatory Airline"} at Fort Worth Alliance Airpark {the "Aixport"}. The Cargo Carrier Operating Agree�nent between the City and the Signatory Airline, effeetive as ofApril 1, 2Q21 {the "Cargo Agreement"), gives the Signatary Airline the opportunity to c�esignate an Affiliate if certain conditions are met. The intent of this Agreement is to adopt by reference variaus specified provisions n£the Cargo Agreement, and make them applicable ta the Affiliate. In cor�sideratian of these benefits, the Affiliate agr�es to abide by a�l of the terms and canditions of this Agreernent. ART�CLE 2 - DE�TNITIONS AIl capitalized terms used iz� this Agreement, if not definsd within this Agreement, sha11 have the meanings specified in Article 1 of the Carga A�reement. ARTICLE 3� TERM OF AGREEMENT 3.01 �ff�eiiv� D�t�. This Agreement shall take effect as oithe dat� specified in Sectinn S.l .l nf the Cargo Agreernent as the effectzve date of the 5ignatory Airline's designation of the Aff Iiate, which designation and effective date shall be provided to the City in the fortn attached as Exhibit 1 and made a part hereof. 3.02 �ermin�tion �ate. This Agreem�ent shall terminate as af the earliest of (a) the expiratinr� or earlier terrnination date of the Cargo Agreement; {b) thc termina#ion date of this Exhibit D-- Af�liute Operating Agreement Agreement as provided in Article 1 l below; or tc) the effecti�e date ofthe Signatory A�r}ine's terminaYi�n o#'the Affiliat�e's s#afii5 as �n AfFiliate nf the Signatnry Airlit�� in accnrdance w1ti� 5ection 5.3 of the Cargo Agreement which termination and effective date shall be provided to the Ciiy in the form attached as Exhibit 2� and made a par� hereof. ARTICLE 4- USE OF THE AIRPORT �'or t�e operation oithe Affiliate's Air Trat�spartation B�zsiness as an Affiliate of the 5ignatory Aieline, the Affiliate sha11 have the sam� :rights as the Sign�tory Airline under Articles 2 and 3 ofthe Carga Agreement and shall be subject to the same exclusions and condi�ions applicable to ihe Signatory Airline thereunder. ARTICLE S- FEES AND CHARGES The Landing Fees and other fees charges due to the City for the Affiliate's use of the Airport facilities as an Affiliate ofthe Signatory Airline shall be caiculated and paid in aecordance with Article 4 af Yhe Cargo Agreement. Airline is subject ta t�ae same terms as the Signatory Airline r�garding Section 4.5 of the Cargo Agreement. The Security Deposit requirements of 5ection 4.6 shall �ot apply to the Affiliate. ARTICT�E 6— AFFILIATE REPORTING AND PAYMENT OBLIGAT�ONS The Affiliate shall cornply with and remain subject to Arrticle 5 of the Cargo Agreement, and to rernain, with the Signatory Airline, jointly and se�eralty liab�e to the City #'or payment of all Airline Rents, Fees arid Charges and far suhmission of all activity reports that are due to the City for the Af�iiiate's use of any Airport facilities as at� Affiliate of the Sig�atory AirIine. Ifthe Affiliate executes and delivers to the City a cargo carrier agreetneni in substantial�y the satne form as the Cargo Agreement, and �hus itself becom�s a"5ignaiary Airline," the Affiliate shall itx�rnediately terminate its status as an Affiljate of the Signatory Airline in writing 2 Ex{tihit D— Af�diate Opera�ing Agreeraent ta the City; pro�ided, however, that unless otherwise agreed to in writing by the Signatory Aiz'line and the City, the Af�liate sha�l remain responsible to the Sigt�atory Airline and the City for alI payment and other obligations that survive terrrzir�ation af this Agreement. ARTICLE 7-- INDEMNIFICATION AND IN�URANCE '7.1 C�demttxficatic�i� qbii ati€�ns. The Affiliate shall be subject to and bound hy the sa�nne obligation to indemnify each Indemnified Party as prn�vided ir� Section 6.1 of the Cargo Agreement. '1.2 Insu€an�e Obli��tic�t��. The A£�liate shall be subject to and bound by t�e insurance obligatians set forth in Section 6.2 of the Cargo Agreernent. ARTICLE 8— COMPLIANCE WITH LAWS The Affiliate shall be sub�ect to and bound by Article 7 nf the Cargo Agreement. ARTICLE 9— CIVIL RIGHTS AND A�FIRMATiVE ACTION The Affiliate shall be subject to and bound by Article S of the Cargo Agreement. ARTICLE 10 — NO LEASE This Agreement daes not constitute a lease between ihe A�filiate and the Ciiy wit4� respect to any premises, facilities, services, �quipment, or otlaerwise at the Airport. ARTICLE 11�- DEFAULT AND TERMTNATION 21.01 I�.efault. The occurrence of any event described in S�ction 9.1 of ihe Cargo Agreemer�t involving the Signatory Aitlinc or the Af�liate shall be conside:red an event of default by the Aff liate. 2� .02 Retnedies. If the Affiliate shall be in defauIt under this Agreement, the City shall have the right ta tez-minate this Agreement under Sectian 9.2.1(a} of �he Carrgn Agreement. ARTTCLE 12 - ENVIR�NMENTAL Exhibit D— A�laate Operating Agree�ent 12.1 Cnvironcn�t���i Ct�m�aliance. The Affiliat� st�all be subject to and baund by 5ections 1 I. l through 11.6 and 5ections i 1.8 through 11.11 of the Carga Agreement. 12.2 Er�vircar�nne�nta� Indcmnitv. The Affiliate shall be subject ta and bound by tk�e same obligatian to indemnify the City as prnvided in Section 11,7 of the Cargo Agreement. ARTICLE 13 — ASSIGNMENT Airline shall not, directly ar ir�directly, assign, sell, hypothecate or otherwise transfcr this Agreernent. f1,R7`IG�..� 14 � MIS�E[,��A�IEOUS PR[IViSIONS The Affiliate shall be subject to and bou�d by the pror+isions of Article 13 of the Cargn Agreement, ARTICLE 15 - NOTICE5 Except as specifically provided elsewhere in this Agreement, any notice gi�en under this Agreement shall be in writing and shall be delivered persortally ar sent by certified or re�isteeed mail, postage prepaid: To Ciiy; To Affiliate: or to suckt other respective addresses as the parties may de�ignate to each ather in writing fram tirne to time. Nntice by certified or registered mail shall be deemed given three (3} days after the clale �liat such notice is deposited in a Unitcd Statcs Post Officc. [The remainder oft�is page is inteniionally le$ blank.� 4 Exhi6ft D— Af,�liute Oper�ting A�re�nreret IN WfTNESS WHEREOF, the parties intending to be legally bound have executed this Agreement this day nf 20�. CITI' OF �ORT WORTH [A�'F�LiATE] By: Naxr�e: _�, By: � Title: Name; � Title: E��ibit ,�, to A�`�l�at� (��erat'r_n� fz-�� DESIGI�dATION OF AFFIL�ATE [AIRLINE] (#he "Airline"), a Sig�atory Airline under the Cargo Agreeznent (the "Cargv Agreer�ent") with the City af Fort '�lVartlt (the "City"), effective as of , hereby designatas [AFFILIATE] (the "Affiliate") as its Af%Iiate at Fort Worth Al(iance Airport {the "Airport") in accordance with and sui�ject to Article 5 of the Carga Agreement. This designation is effi ective as of , 20�. 2. [a) Airline hereby represents to the City that the Affijiat� [check at least one]: ❑ a parent ar suhssdiary of Airline or under the same pa�rental control as Airline, or ❑ otherwise operates underr �ssentially the sann.e trade name as Airline at th� Airport and uses essentiatiy the satr�e livery as Airline, or r� operates cargo feeder �ights at the Airport under the direction and control of Airline. 3. The Affiliate has execute� and delivered tv the City an Affiiiate Operating Agreement as reqnired by Section 5.1.1 afthe Cargo Agreement. 4. The Airline hereby conf rrns and agrees that the Air�ine will pay to th� Ciiy all Ai�line Rents, Fees and Cha�rges and other charges due ko the City for t�t� Affi�iate's use of the Airport facilities as an Affiliate ofthe Airline, and will submit to the City the activity reports reyuired hy 5ectian 4.4 of tf�e Cargo Agreement ansl tiue to the City for the Affiliate's e�se o�'the Airport facilities as an Affiliate afthe Airline. 5. The Airline confirms and a�rees that it shall rexn.ain, with the Affiliate, jointly and severally liable tv the City %r the payrnent of all Landin� Fees �rsd other fees charges and the submission of all activity reports due to the City fnr the Affiliate's use of any Airport facilities as an Af�iliate of#he Airline. �Ai��vEl By: Name Title: Date: Airline's authorized representative .�'xhibit D — AffrCiute Operaiiri� Agreenient �:�kzibit B ko �f�liat� O eratin A reernent 1�TOTICE OF TER�IIl�ATI0111 OF AFFII,TATE �TATUS [AIRLINE] (the "Air�ine"), a Signatory Airline under tlxe Carga Agreement (the "Car�a Agreemant") with the City of Fort Worth (the "City"), effective as of , hereby notifies the City thai the Airline is terminatx�g its designation of [AFFILIATE] {the "Affi�iate"} as its Affiliafe at Fort Worth Alliance Airport in accordance with and subject to Section 5.3 of tha C�rgo Agreernent_ This tercnination ofthe Affiliate's status as an Affiliate ofthe Airline is e�#'ectxve as of [DATE, NOT LES� TIIAN 3U DAYS FROM THE DATE OF THIS NOTICE]. CAru�..rnrE� By: , Airline's authorized representative Name Title: Date: � 7 CY`�� Cou�cIi� AI���Dw D/A,T�: 3I912021 REFER�NC� **M&C 21- LOG NO.: 0180 IVAi�i�: O(fitial sita of the City ai Fort 1North, Texas �QR,� T�H 55A�W AMAZON AFFILiATES CARGO CARRlER OPERATING AGREEMENT COU�: C TYP�: CONSENT P����C NO H�,��IfVG: SUBJ�CT: (CD 7) Authorize Execution of a N�w Cargo Carrier Operating Agreement with Amazon.com Services Inc.'s Affiliat� Air�ines as Identified in Each Agreemenf as Atlas Air, Inc. and Southern Air, Inc. {Each Whofly Owned Subsidiaries of Atfas Air Worldwide Hofdings, Inc.), and Air Tra�sport International, Inc. (ATI), ABX Air, Inc. and 5un Country, Inc. (�ach WhoEly Owned Subsidiaries of Air 7ranspo�t Service Group, Inc.) at Far# Wo�h Alliance Airport R�COIV��fl �AI �AiIOAI: it is recommended that the City CoUncil authorize the execution of a new cargo carrier aPerating agreement with Amazon.com Services Inc.'s Affifiate Airiines as Identified in each agreemen# as Atlas Air, Inc. and Southern Air, �nc. (each a wholly owned s�bsidiary of Atfas Air Warfdwide Haldings, Inc.), Air Transport Internationa�, Inc. (ATI), ABX Air, Inc. ar�d Sun Country, Inc. (each a whofly owned subsidiary of Air Transport Service Grou�, Inc.) at Fort Worth Alliance Airport. �15CUSSION: On or about September 2�4, 2019, an Informal Report informed the City Cauncil #ha# Amazon.com Services, I�c. (Arnazon) was opening a regional air hub adjacent to Fort Worth Alliance Airpark (Alliance) and construction was nearing completion with operations expected to begin by Oc#ober, 2019. At fhat #irne, the City granted Amazon's affiliate airlines permission to use the airpart via a cargo carrier oPerating agreement, which set the amounts for landing fees and other special charges assessed a# Alliance. The Cargo Carrier Operating Agreements with Amazon's affiliate airlines are scheduled to expire April 1, 2021, which aEigns with �ederal Express Corporation's Cargo Carrier Operating Agreemenf expiration date. The shor�-term agreement allowed Arnazon io begin their opera�tinns and flights out of Alliance wF�ile a longer-term cargo carrier op�rating agreement was being negotiated. Under the terms qf the new operating agreement, landing f�e rates for Amazon's affiliate cargo carrier airlines will increase frpm $1.49 per one thousand pouncls to $1.65 p�r one thousand pounds. The landing weight is based an aircraft Maxirr�um Certified Gross Landing W�ight (MCGLW). Amazon currently has five affiliate airlines fihat w�ll be operating out of Alliance: Atlas Air, lnc. and Southern Air, �nc. (each wholly owned subsidiaries ofi Atlas Air Worfdwide Holcfings, Inc.), and Air Transport International, ]nc. (A7'I), ABX Air, Inc. and Sun Country, Inc., (each wholly owned subsidiaries of Air Transpflrt Services Group, Inc.). Each of the affliate airlines wi[I en#er into separa#e cargo carrier o�erating agreements with fihe City on the following terms: A te�m beginning A�ril 2, 202i and expiring April 1, 20�1 Landing Fees are based on MCGLW of aircraft landing at Alfiance at a rate of $1.65 per one-thousand pounds w�th an $85.00 minimum, adjusted annually based on the upward percentage change in the Consurner Price Index (CPU), or 85\% of the City's published I�on-Signatory Landing Fee Rate, whichever is tYte lesser. Special Charges by the City may be ass�ss�d for parking on a public ramp, special licenses and permits, special services reqe�ested by the Airline and costs for removing disabled aircraft. The rate for the Special Charges is based on reasonable, documented out-of-pocket costs and expenses plus twelve perc�nt (12\%). 7he cargo carrier operafing agreements associated with Amazon afFil�ate airlines is projected to generate first year revenue of approximately $1,557,200.00. Under the Management Agrser�er�t between fhe City of Fort Worth and Aliiance Air Services, which manages Alliance, Alliance Air Services receives sixty-#i�e percent (651%} of funds collected �nder the cargo carrie� operating agreemenfs and the City receirres t�irEy� fii�e percent (351%} of these funds. The funds are disbursed man#hly to the City of Fort WortF� Aviation Department. The cargo carrier operafir�g agreements camply wifF� airport policy as weH as City, state, and fed�ral guidelines. ADVISORY BOARD APPROVAL: On February 4, 2Q21, the Aviation Advisory Board �oted to recommend that the City Council approve the Cargo Carrier Operating Agreements. Fort Worth Alliance Air�ort is laca#ed in COUNCIL DISTRICT 7. �'lSCAL IN�'ORiVIAiIOWIC�RTIFICAT[�R�; The Director of Finance certifies that upon approval of the above recommendation and exec�tion of the fease, funds will be deposited into ti�e Munic�pal Airport Fund. The Aviation DeparEmenf (and Financial Managemenf Services} is respansible for the collection and deposif of funds due to the City. Fund Department Account Project �rogram Activi#y Budge# fD I� Year Fund I �epartment ID roject Program � Activi#y � Budget ID Year Submitied €ar Ci�y 14�anager's OffRce by� Origina�ing �epar�ment Fiead; AddiCionaf Informa�ian Con�ac�: Fernando Costa (6122) Roger Venat�fes (5402) Ricardo Barcefo {5403) Reference # I .Amount Reference # f Amoun# ATTi4CH�h1E�'7S