HomeMy WebLinkAboutContract 55503Execution Copy
FedEx Contract # 92-1568-001
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CARGO CAItRiER OPERATING AGREEMENT
FOR
FORT W4RTH ALLIANCE AIRPORT
by and between
City of Forth Worth
and
Federal Express Corpor�.tion
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Execution Copy
Table of Contents
ARTICLE 1 DEFINITIONS AND EXHIBITS ............................................................................. 1
1.1 Basic Data .............................................................................................................. 1
1.2 Addiiional Definitions . .......................................................................................... 2
ARTICLE 2 USE OF THE AIRPORT AND RELATED FACILITIES ....................................... 4
2.1 Airline Rights and Privileges .................................................................................4
2.2 Exclusians and Reservations .................................................................................. 5
ARTICLE 3 OPERATION AND MAINTENANCE OF THE AIRPORT ................................... 6
3.1 City Obligations ..................................................................................................... 6
ARTICLE 4 FEES AND CIIARGES ............................................................................................ 6
4.1 Signatory Airline Landing Fees . ............................................................................ 6
4.2 Special Charges ...................................................................................................... 8
4.3 Use Contingent Upon Payment .............................................................................. S
4.4 Payznent ..................................................................................................................8
4.5 Schedules and Audit .............................................................................................. 9
4.6 Security Deposit ...............................
...................................................................... 9
ARTICLE 5 AFFILIATES .......................................................................................................... i 0
5.1 Airline's Designation of Affiliates ....................................................................... 10
5.2 Applicability of Agreement to Affiliates . ............................................................ 11
5.3 Termination of Status of Aifiliate ........................................................................ 11
ARTICLE 6 INDEMNI�'ICATION AND INSURANCE ........................................................... 11
6.1 Indemn ification . ................................................................................................... 11
6.2 Insurance . ............................................................................................................. � 2
6.3 Forms of Insurance Coverage . ............................................................................. 14
ARTICLE 7 COMPLIANCE WITH LAWS ............................................................................... 14
7.I Genek�al Laws . ...................................................................................................... 14
7.2 Airport Rul�s and Regulations ............................................................................. 15
7.3 Licenses, Ce��ificates anc� Authorizations ............................................................ 15
7.4 Wage Hour Lavvs . ................................................................................................ 15
ARTICLE $ CIVIL RTGHTS AND AFF]RMATIVE ACT�ON ................................................. 15
8.1 General Civil Rights Provisfons ........................................................................... 15
8.2 Compliance with Nondiscrimination Requirements ............................................ 15
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TABLE OF CONTENTS
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Page
8.3
8.4
8.5
8.6
8.7
8.8
8.9
5.10
5.11
$.12
Title VI Clauses for Transfer of Real Prope�y Acquired or Impraved
Under the Airport Improvement Program ............................................................ 17
Clauses fo�' Construction/Use/Access ta Real Property Acquired Under the
Activity, Facility or Program . .............................................................................. 17
Title VI List of Pertinent Nondiscrirnination Acts and Authorities ..................... 17
Subordinatian to Agreements with the United States . ......................................... 19
NoExclusive Rights . ........................................................................................... 19
Right to Develop Airport . .................................................................................... I9
Right af Flight ..................................... .. 19
...............................................................
14 C.F.R Part 77, Obstructions in Navigable Airspace . ......................................19
War or National Emergency . ............................................................................... 19
No Ynterference with Airport Operations ............................................................. 20
$.13 SEC Rule 15c2-12 ................................................................................................ 20
8.14 Americans with Disabilities Act {"ADA") . ......................................................... 20
ARTICLE 9 AIRLINE DEFAULT AND TERIVIINATION BY CITY ...................................... 20
9.1 Airline Default . .................................................................................................... 20
9.2 City's Rernedies ................................................................................................... 22
9.3 Termination ..........................................................................................................22
9.4 The City's Right to Perform . ............................................................................... 23
9.5 Airline's Rights Related to Ter�nination .............................................................. 23
9.6 Bankruptcy ...........................................................................................................23
ARTICLE 10 AIRPORT DEFAULT AND TERMINATrON BY AIRLINE ............................ 23
10.1 Events of Default . ................................................................................................ 23
10.2 Airli�e's Remedy . ................................................................................................ 24
ARTICLE 11 ENVIRONMENTAL ............................................................... ............ 24
.................
] I.1 Airline Representations, Warranties, And Covenants . ........................................ 25
11.2 Information to be Provided ta the City . ............................................................... 28
11.3 Response and Compliance Actions ...................................................................... 28
11.4 Correction of Environmental Non-compIiance .................................................... 30
11.5 Corrective Action Process ..........................................
11.6 Enviromr�ental Indemnifcation az�d Reimbursement.
31
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11.7 Limitations ...........................................................................................................32
11.$ Waiver ..................................................................................................................32
11.9 Survieal of Environmental Pravis�ons . ................................................................ 33
11.10 Resource Conseivation anc� Recycling . ............................................................... 33
ARTICLE 12 ASSIGNMENT ..................................................................................................... 33
ARTTCLE 13 MISCELLANEOUS PROVISIONS .................................................................... 33
13.I Nature of Agreement ............................................................................................ 33
13.2 Governing Law and Venue .................................................................................. 33
13.3 Entire Understanding . .......................................................................................... 34
13.4 Amendments ........................................................................................................34
13.5 Cumulative Rights . .............................................................................................. 34
13.6 Construction to Save Agreement . ........................................................................ 34
13.7 No Waiver ............................................................................................................ 34
13.8 Relationship of Parties . ........................................................................................ 35
13.9 No Third-Party Seneficiaries ............................................................................... 35
�3.10 Successors and Assigns ........................................................................................ 35
13.1 l Labor Disputes ..................................................................................................... 35
13.12 Force Maj�ure . ..................................................................................................... 35
13.13 No Personal LiabiIity ........................................................................................... 35
13.14 Acceptar�ce af Payments ...................................................................................... 3b
13.1 S Attorneys' �ees . ................................................................................................... 36
I3.lf Taxes ....................................................................................................................36
13.I7 Memorandum oiLease . .......................................................................................37
13.18 Approvai or Consent ............................................................................................ 37
1.3.19 Time of the Essence . ............................................................................................ 37
13.20 Notices .................................................................................................................37
13.21 Counterparts ........................�----............................................................................37
13.22 Capacity to Execute . ............................................................................................ 37
13.23 Incotporaiian af Exhibits .....................................................................................3$
13.24 Titles ....................................................................................................................38
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Page
I3.25 OtherAgreements ................................................................................................38
13.26 Agreernent Not to Gt•ant More Favorabl� Terms ................................................. 38
13.27 Agent for Service. ...........
................................... 38
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Execution Copy
LIST OF EXHIBITS
Exhi�nit Title
A Map of the Airpart
B Rules ancE Regulations
C For� of Monthly Landing Report
D Affiliate Operat�ng Agreement
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THIS CARGO CARRIER OPERATING AGREEMENT (this "Agreement") is made by
and between th� CITY OF FORT WORTH, TEXAS, a home-rule city and political subdivision
of %he State of Texas (the "City") and FEDERAL EXPRESS CORPORATION, a corporation
organized and existing under the laws of ihe State of Delaware and authorized to do business in
the State of Texas {"Airline").
WITNES SETH:
�Ti7HEREAS, the City, is the awner of the Fort Worth Alliance Airport, located in Tarrant
and Denton County, Texas (the "Airport"};
WHEREAS, the City has the right to iicense the use of properry and faciIities on the Airport
and has the full power and authority ta enter into this Agreement in respect thereof;
WHEREAS, the City has entered into an operating agreement, dated as of January l, 199�
and subsequently amended with Alliance Air Services, a HiIlwood Company (the "Airpot-t
Operator"}, for the management, operatioza and maintenance of ihe Airport;
WHEREAS, Airline is engaged in the business of transpo�kation by air of property, mail or
cargo; and
WHEREAS, Airline desires to obtain certain rights, services and privileges in connection
with the use of the Airpox-t and its facilities, and the City is willing to grant the same to Airline
upon the ter�ns and conditions in this Agreement.
NOW THEREFORE, for and in consideration of the mutuat covenants and agreements
herein contained, the City and Airline do hereby rnutually undertake, promise and agree, each for
itself and its successors and assigns, as follows:
Articie i DEF�NITI4NS AND EXHIBITS
1.1 Basic Data
Each reference in this Agreement to any of the folIowi�ng subjecfs incorporates the
information specif ed below:
City:
City's Overnighi Delivery and Street Address:
City of Fo�� Wort�, Texas or its designee.
4201 N. Main Street, Suite 200, Fort Worth,
Texas '16146-2736; with a copy to City
Attorney's Office, z00 Texas Street, Fart
Worth, TX 76102.
City's Post Office and Payment Address
4201 N. Main Street, Suite 200, Fort Worth,
Texas 7b106-273b.
Airpor� Operator: Alliance Air Services
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Airpart Operator's Overnight Delivery/Street Address: 2221 Alliance Blvd., Suite 100; k'ort
Worth, Texas 76177.
Airpot�t Operator's Post Office and Payme�at Address: 2221 Alliance Blvd., Suite 100; Fort Warth,
Texas 76I7'1.
Airline: Federal Express Corporation
Airiine's Overnight Delivery and Street Address: Federal Express Corporation, Attn: Manager,
Airport Real Estate & Developzz�ent, 3680 Hacks Cross Road, Building H, 3rd FIoor, Memphis,
Tennessee 38125
Agreement:
Effective Date
This Cargo Carrier Operating Agreement as the same �ay be amended or
supplemented fronn time to time pursuant to the te�-ms hereof.
12;00 AM Central Daylighi-Saving Time, April d, 2021.
Term: The period af time beginning on the Effective Date and ending on the
Expiration Date, unless earlier tertriinated as provided in this Agreementi.
Notwithstanding anything set %rih herein to the contrary, both AirIine and
City shail be entitled to ierminate this A�reement without cause at any time
during the Term upon twelve (12} months written notice io the other party
hereto, such terminatior� to lae effective at the er�d of the t�velve {12) month
notice period. Notwithstanding ihe a6ove, Airline may cease operations at
the Airport witl�out providing such noti�e.
Expiration Date
Permitted Uses:
11:59 PM Central Da�light-Saving Titaae, March 31, 2041.
As provided in Article 2.
Security Deposifi: As pravided in Section 4.b.
1.2 Additiona� Definitians.
Tne following words, ierms and phrases wherever used in this Agreement have the
foIlowing meanings:
Affi�iate means a Ca�go Carrier that is {i} a parent or subsidiary of Airline ot� under the
satne parerital contral as Airlin�, (ii) otherwise operates under essentially the same trade name as
Airline at the Airport and uses essentially the same livery as Airline; or (iii) operates cargo feeder
flights at the A�rport under the direction and control of Airline. Airline shall provide the Airport
Operator with advance written notice prior to designating a new Aff �iate. Airline shall provide
the City wi#h advance written notice prior to the cancellation of any designaiion of an AffiIiate
before the cancetlation of such designation.
Air Transportation Business �eans that business op�raied by Airline at the Ai�•poz�t for the
commercial transportation by air af property, mail or caz•go.
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Airf7eld means the runways, taxiways and public parking aprons at the Airport.
Airline Entitv means Airline's employees, contractors, subcon�•actors, agents, licensees,
sublessees, Affiliates, vendors, invitees and other parties under Airline's direction or cantrol that
coz�e anto the Airport in connection with Airline's use or occupancy of the Airpori.
A�, 'rport means the realty and improvements generally known and des�gnated as the Fort
Worth Alliance Ait-port, including all real praperty and easements, improvements and
appur�enances thereto, structures, buildings, fixtures, machinery, equipment, vehicles, supplies
and other tangible personal property, or interest in any of the foregoing, now or hereafter ieased or
acquired by the City, Iess any thereof which may be cansumed, sold or otherwise disposed of: A
depiction of the physical layout of the Airport as of the Effective Date is set foz�tk� in Exhibit A.
Airport Rules and Re�ulations means, collectively, alI applicable rules, procedures,
requirements, standards and regulations currently effective and hereaftex amended, adopted or
estabIished by the City ihat are applicable to the Airpart, including without limitation any
rninimum use standards and aperating standards as we11 as any requzrements listed in any access
permit issued to Airline, all af which are inca�porated into and made a part of this Agreetz�ent, as
well as the z-ules and procedures in Exhibit B; pr^ovided that such Airport Rules and Regulations
do not conflict with applicable provistons of state or federal lavv or the provisions af this
Agreement and are enforced in a nondiscriminatory manner. The City shall provide at least thirty
(30) days' advance written notice of any new or amended Airpori Rules and Regulations affecting
Airline.
Applicable Laws means, collectively, all applicable pz-esent and futiu•e laws, rules,
regulations, ordinances, orders, directives, notices, federal grant assurances, limitations,
restrictions, or prohibitions of any federal, state or local governmental authority lawfully
exercising authority over tlae Airport or the activities and �usiness aperations of Airline, as they
may be amended irom time to time, whether foreseen or unforeseen, ordinary as weIl as
extraordinary, including without implied �imitation those relating to {i) health, sanitation and
safety; (ii) the environment, including withaut limifiation ali Environmental Laws; {iii} access for
persons with disabilities, includirtg without limiiation the Americans with Disabiliiies Act of 1990,
42 U.S.C. §§ 12101 et seq.; and (iv) airport security, including without liznitation the regulations
of the TSA, 9-9 CFR Parts 1540, 1542, 1544 et seq.
Car�o Carrie� zneans a carrier certificated by the Secretazy of the U.S. Departmcnt of
Transpartation as a Cargo Carrier under 49 U.S.C. § 4l 103.
Claims m�eans any and all liability, damages, losses, expenses, claims, judgments,
demands, penaIties or fines, including without limitation reasonal�le attorneys' fees and coUrt costs.
Consumer Frice Index or CPI means the Consumer Price index %r All Urban Consumers
(CPI-U}, U.S. City A�verage, AIl items (adjusted 1982-84 = 100) published by the Sureau of Labor
Statistics of the United States Department of Laboz•, or a comparable index should the Depat�txnent
of Labor cease to pu6lish that iridex.
DHS means the Department of Homeland Security, and its authorized successor(s).
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FAA means the Federal Aviation Administration, and its authorized successor(s).
FiscaI Year means the annual accounting period usec� for gen�ral accounting purposes
which, at the time of e�iering into this Agreement, is the period of twelve consecutive months
beginning with the frrsi day of October af any year.
Landin�k'ees means fees paid by Airline in accordance with Section 4.1.
Landing Fee Rate rneans the rate used to calcu�ate Landing �'ee in accordance witi� Section
4.I.
Maximum Gross Landed Weight means the maximum gross lar�ding weigHt in ane
thousand-pound units, at which each aircraft operated at the Airport 6y Airline is certificated by
the FAA.
Non-Si ng ator�,y Airline means any Cargo Carrier that is not a Signatory Airline.
�natory Airline means a Cargo Carrier that has executed an operaiing agreeinent with the
City substan�ially similar to this Agreement and providas r�gularly schedul�d s�rvice at the
Azrpoirt.
TSA rr�eans the Transpar�ation Security Administration, and its auti�arized successor(s}.
Additional words and p�trases used in this Agreement but not defined herein have their
usual and customary meaning.
Article 2 USE OF THE AYRPORT AND RELATED FACILYTYES
2.1 Airline Rights and Privileges.
In addition to all rights granted etsewhere in this Agreement, Airiine shall have the right to
use, in common with o�hers so authorized by the Airport Ope�•ator, areas, facilities, equipment and
improvements ai the Airport for the operation of Airline's Air Transportation Business and all
activities reasonably necessary ta such operations, including but not limited to:
2.1.1 The landing, taking off, flying over, taxiing, and towing of Airline's
aircraft in areas designated by Airport Op�ratot; provid�d, however, Airline shall not permit tl�e
use of the Airfield by any air•craft oper•ated ar contrallec� by Airline which exceeds the design
strength or capabiIity of the Airfield as described in the then-current FAA-approved Airport
Layaut Plan (ALl'} or other engineering evaluations pe�formed subsequent to the then-current
ALP, including the tihen-current Airport Cer�i�caiion Manual, provided that such evaluations are
provided to Airline upon Airline's request.
2.1.2 The training of personnel in the employ of or to be eznployed by Airline
and the testing nf aircraft and other equipment betng utilized at the Airpori rn ihe operation of
Airline's Air Transportatzon Business; provided, hawever, said iraining and iesiing shall be
incidenta] to the use of t�e Airport in the aperation by Airline of its Air Transportation Business
az�d sha�l not unreasonably hamper or interfere with the use of the Airport and its facilities by
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oihers entitled ta the use of same. The Airport Operator reserves the rfght to restrict or prohibit
such iraining and testing operations if it reasonably deems that such training and testing operations
unreasonabIy inter%res with the use of the Airport.
2.1.3 The sex-vicing by Airline or its suppliers, of aircraft and other equipmeni
being utilized at the Airport by AirIine authorized by the Airport Operator in writing and at
locations designated by the Air�art 4peratar.
2.1.4 Access to the Airporr from an off-airport property, subject to an access
permit issued by the City to Airline, if applicable.
2.2 Exclusians and Reservations.
2.2. � Nothing in this Article 2 shall be construed as authorizing Airline to
co�duct any business separate and apart from the conduct of its Air Transportation Business.
2.2.2 The City shall at aIl fiimes have exclusive control and management of the
Airpori.
2.2.3 Airline shaIl not knawingly interfere or knowingly permit ;nter%rence
with the use, operation or maintenance afthe Airport, including but �not liznitec� to, the effectxven�ess
or accessibitity of tl�e drainage, sewerage, water, communications, fire protection, utitity,
electrical, or other systems installed or located from time to time a� the Airpoi�t.
2.2.4 As soon as reasonably possible after release from proper authorities,
Airlin� shall (i) remove or cause to be r�moved any of its disabled aircraft from the Airfeld, and
(iz} pIace any such disabled azrcraft in Airizne's off Airport leasehold or in such storage areas as
may be designated by the Airpor� Operator. In the eveni Airfine fails to remave any of its disabied
aircraft as expeditiously as reasonably possible, Airport Operator may, but shall not be obligated
to, cause the removal of such disabled aircraft; provided, however, the Airport Operator shall give
AirIine prior written notice oi its intent to do so and provided iurther that Airport Operator shall
use reasonable efforts io remove such aircraft. AzrIine shall pay to the Airport Operator, upon
receipt of invoice, the reasonable and documented out of pocket costs acivally incurred by the
Airport Operatar far such removal plus twelve percent (l2°/a).
2.2.5 Airline shali t�ot do or permit to be done anything, either 6y act or failure
ta act, that causes the cancellation ar violation of the provisians, or any part thereof, af any paiicy
of insurance for the Airport, or that causes a hazardous condition so as io increase the rislcs
normally attendant upon operations permitted by this Agreement, pravided that the Airport
Operator has previously provided the Airline with the ir�surar�ce policies. If such AirIine act, or
failure to act, causes cancelIation of any poIicy, then Airline shall immediat�ly, upon notifcation
by Airpart Operator, do whatever is necessary to cause reinstatement af said. insurance.
Furrhermore, iFAirline shalI do or permii to be done any act not permitted under this Agreement,
or faii to do any act required under this Agreement, regardIess of whether such act constitutes a
breach of this Agreemeni, which causes an increase in City's insurance premiums, Airline shall
imm�diately remedy such actions or pay the inerease in premiums, upon notice from the Airport
Operator to do so.
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2.2.6 The rights and privileges granted Airline pursuant to this Ar�icle 2 shall
be subject to any and all Airport Rules and Regulations and the other provisions of this Agreement.
2.2.7 Any and all rights and privileges not specifically granted to Airline for
its use of and operations at the Airport pursuant to this Agreement are hereby reserved for and to
the Ciiy.
Article 3 OPERATION ANl] MAINTENANCE OF THE AIRPORT
3.I City Obligations.
3.1.1 The City shall, vvith reasonable diligence and Using adequai� quaiified
personnel, prudently develop, improve, and at all time� maintain and ope�'ate the Airport, and keep
the Airport in good repair.
3.1.2 The City shall use reasonable efforts keep the Airport and tts aerial
approaches free from ground obstruction �or the safe and proper use thereof by Airline to the extent
that the City has ownership oi the land containing the ground obstruction.
3.1.3 The City shall maintain and operate the Airport in accordance with FAA
cartification rec�uirements, including 14 CFR Part 139, and maintain adequate rescue and
firefghtiag eyuipnaent and personnel to meet such FAA certi�cation require�nents whick� meet or
exceed the activity level of Airline's aircraft using the Airport.
3.1.4 The Airport shall be fully operationa124 hours per day, 365 days per year
(366 days per year during leap years), unless Airline agrees in writing to a reduced operating
schedule.
3.1.5 Subject ta 3.1.6, the City shall not restrict Airline's ntght operations,
subjeci to App�icable Laws.
3.1.6 At the reasonable request of the City or Airport Operator, Airline shall
work �vith City and, to the extent necessary, the FAA to address local noise concerns.
3.1.7 The City shall not be liable to Airline for temporary failure to furn2sh aIl
or any of such services to be provided in accordance with this Agreement when due to mechanical
breakdown ar any oth�r cause beyond the reasonable control of the City.
Article 4 FEES AND CHARGES
4.1 Signatory Airline Landing Fees.
4.1.1 Signatory Airline Landing Fee Rate for Aircraft Over 40,000
Pounds. For aircraft weighing over 40,000 pounds, Airline shall pay Signatory Airline Landing
Fees for its use of the Airfield bas�d on the Maximum Gross Landed ViJeighi of Airline's aircraft
landing at the Airport mnitiplied by tne Signatory Airline Landing Fee Rate.
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{a)The Signatory Airline Landing Fee Rate for April 1, 2021 through
Septeza�ber 30, 2022, is $I.65.
(b) For each subsequent Fiscal Year, the Signatory Airline
L.anding Fee Rate for that Fiscal Year slaall be adjusted by multzplying the Signatoty Airline Land-
ing Fee Rate for ihe prior Fiscal Year by thc p�rcentage change in the CPI between the ptrevious
12 month period from July I through June 30. For example, the Signatary Airline Lar�ding Fee
Rate for the second Fiscal Year (October 1, 2022 through September 30, 2023) is calculated by
multiplying t1�e prior Fiscal Year Landing Fee Rate of $1.65 by the percentage change in the CPI
from July �, 2021 through June 30, 2022.
4.1.2 Minimum Signatory Airline Lan�ling Fee for Aircraft Weighing
44,000 Pounds ox Less. For aircraft weight 40,000 pounds or less, Airline shal� pay the Minimum
Signatory Airline Landing Fee for each landing at the Airport.
(a}The MinRmu�m Signatory Airline Landing Fee feom April I, 2021
tl�rough September 30, 2022 is $70.00.
(b) For each subseguent Fiscal Year, the Minimum Signatary
Airline Landing Fee far that Fiscal Year �hall be adjusted by multiplying the Minimum Signatory
Airline Landing Fee for the priar Fiscal Year by the percentage change in the CPI for the previous
12 naonth period from July 1 through June 30. For e�ample, i�e Minimum Signatoiy Airline
Landing Fee for the second Fiscal Year {October 1, 2022 through S�ptember 30, 2023) is calcu-
lated by multiplying the prior Fiscal Year Minimum Signatory Airline Landing Fee af $70.00 by
the percentage change in the CPI from July l, 2021 through June 30, 2022.
4.1.3 Non-Signatory Airline Landing Fees �.nd Aiternative Signatory Air-
line Landing Fees.
{a) Any Airline conduciing cargo operaiians at #he Ai�port without en-
tek•ing into a separate Cargo Carrier Agz•eement such as this Agreement with the City shall pay
"Non-Signatory Airline Landing Fees," including a Non-Signatory Airline Landing Fee Rate and
Non-Signatory Airline Minimum Landing Fee. Non-Signatory Air2ine Landing Fees shali be set
and published each Fiscal Year by the City.
{b) In any given Fiscal Year, if either the Non-Signafiory Airline
Landing Fee Rate o�Non-Signatory Airline Miniznum Landing Fee nnultiplied by 0.$5 (the "Al-
ternative Signatory Airline Landing �'ee") is less than the corresponding Signatory Landing Fee
calcuIated under Sectians A�.1.1 or A�.1.2, the City shaIl charge Airline the Alternative Sig�ato�y
Airline Landing Fee in lieu of the Landing Fee for that Fiscal Year.
4.1.4 Annual Notice of Revised Landing Fees. No later than September 1 of
each year, the Airport Operator shall provide written notice to each Signatory Airline of the next
Fiscal Year Signatory Airline Landing Fee Rate and Signatory Airline Minimum Landing Fee, to
be effective October 1 of that year.
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4.2 Special Charges.
The City may a�so char�e Airline for and Airtine ag�•ees to pay within thi�y (30) days after
receipt of an invoice from the City or Airport 4peratar:
4.2.1 Parlcing on the public ramp. The parking fee on the Effectir�e Date will
be ir�cluded. in the City's Schedule of Rates and Charges wliich may be revised annually by the
City.
4.2.2 Special licenses and special permits for activities and uses oithe Airport
that are not covered by ihis Agreerr;ent that az•e requested by Airline;
4.2.3 Special services requested by Airline;
4.2.4 Costs for removing disabled aircraft as specified in Section 2.2.4;
4.2.5 Reasonable, documented, out of pocket costs and expenses actually
incurz-ed by ar on bekzalf of the City or Airpo�rt Operator plus twelve percent (12%} (after the giving
of notice and the expiration of any applicable cure periods as provided in Section 9.1 of this
Agreement) to remave �itter, debris, refuse, petroleum products {including oiI and grease) that
result from the activities of Airline or its Aftiliates, employees, agents or suppliers at the Airport;
and
4.2.6 Any ot�Zer reasonable, documented, out of pocicet costs and expenses,
plus twelve percent {12%), incurred by or on behalf of the City or Airport Operator as a resuIt of
any failure by Ait•line ar its Affiliates to perform their duties and o6ligations under this Agreement
or tl�e Affiliate Operating Agreement (after the giving of notice and the expiration of any applica-
ble cure periods as provided in Section 9.1 ofthis Agreement).
4.3 Use Contingent Upon Payment.
Th� grant of the right, licenses, faciliiies, servtces and privileges to Airline under this
Agreement shall, in each case, be subject to the payment of the Landing Fees.
4.4 Payment.
4.4.1 On or 6e%re the 10'� day of each month, Airline shall submit to the
Airport Operator a"Monthly Landing Report" in the form af Exhibit C reporting it,s landing
activity for the prior month. The Aitport Operator shall have the right to rely on the Monthly
Landing Report in detertnining Landing Fees due frona AirIine undez- this Agreement; provided,
however, Airline shall have ft�ll respansibiIity for the accuracy of the report.
4.4.2 Airline shall pay, without invaice from the Airport Operator, on or before
the l Oth day of each rnanih the Landing Fees foi� the prior rnonth in an amount equal to the Landing
Fee Rate rr�ultiplied by the Airline's Maximum Gross Landing Weight %r alI aircrait landing at
the Airport during the prior month, as reported in the Monthly Landing Report.
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4.4�.3 All payments due and payable hereunder shall be paid in lawful money
of the United States oi America, withaut set off, by eI�ctronic transfer as follows:
Account Name:
Account Number:
ABA Routing (WIRE)
ABA Routing {ACH):
Bank Name:
Branch Address:
Remttkance Email:
Alliance Aviation Management, Ltd.
488020289876
026fl09593
111000025
Bank of America
Dallas, TX 75202
Sherri.Simpson@Hillwood.com; and
Monica. Wirdzek@Hiflwood.com
4.4.4 After notice oi delinquency to Airline and iailure of Airline to cure the
delinquency through payment wiihin 30 days fz•otxa ihe date of the notice of deIinquency, City may
impose a delinquency charge on aIl overdue payments at a rate that is ihe greater of eiiher a 10%
interest rate or the cuz-�ent Wa�l Street JaurnaI Prime Rate plus one percent (1%).
4.5 Schedules and Audit
Upon execution af this Agreement, Airline shall provide the Airport Operator with its
scheduie of aircraft operations for Airline and its Affiliates ("Schedule"). Airline shall provide the
Airport Operator with an updated Schedule any timc there is a change to the scheduled operations
of Airline or its Affiliates that would affect the assess�xaent of Landing Fees. Air] ine shall maintain
separate and acciu•atc daily records of Airline's operations at the Airport for a period of three (3)
years after the close of eac� Agreement Year throughout the Term. This record-keeping obligation
s�alt survive the expiration or earlier termination of this Agreement. All such books and records
shall be kept in accordance with generally accepted acconnting principles, consistently applied,
showing i� detail all business done or trransacied in, on, about, fronr� or pertaining to the Airport,
and sha�l be suificient to permit the City to calculate and verify the Landing Fees and oiher fees
and charges cEue ut�dez' this Agreement. Upon the City's or Airport Operatar's written request,
Airline sha21 make a�vailable at the Airport to the City or Airport Operator or their auditors any and
aIl boaks, recorc�s and accounts pertaining to the calcuIation of the Landing F�es and other fees
and charges due under this Agreement. in the event City, Ai�port Operator or their auditor(s)
demonstrates an underpayment of cumulative fees and charges of two percent (2%} or more for
the previous three (3) yea�s, Ait•line shaIl pay ta City or Airport Operatar the cost o�' any review or
audit.
4.b Security Deposit.
4.6.1 Pasting of Secu�ity Deposit. On or before the Effective Date, Airline
shall provide ta the City a Security Deposit in an amount equal to the esiimate of three (3) months'
Landing Fees and in the form required under Section 4.6.3. As of the Effective Date, the Security
Deposit is Three Hundred Fifty Thousand Dollars {$350,OOOAO). The Security Deposit shali be
held by the City and used to remeay Airline's defaults in the payment of Landing Fees and ather
fees and charges due under this Agreement or vvhich otl�erwise arise as a result of Airline's
operations at the Airport.
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4�.6.2 Inc�eases to the Secut-ity Deposit. The City may increase the amount of
the S�curity Deposit required under Section 4.6.1 during the Term if and r�vhen Air�ine changes its
operating schedule in a manner that increases t�e estimate af three (3) manths' Landing Fees that
formed the basis for the Security Deposit then in effect by more than ten percent {10%). Any such
incx'ease in the Security Deposit sha�l be limited to the then current estimate of fihree (3) months'
Landing Fees. In the event of an increase, Airline shall coinply with the new Security Deposit
reguirement within thirty (30) days of receipt of written nofiice by the City.
4.6.3 Standby Letter of CNedit Requirements. T�ae Security Deposit sHall be in
the form of an irrevocable standby letter of credit drawn on a bank having either a branch in Tarrant
County ot� a ban� ihat allows tl�e Letter of Credit to be presented by facsimile. The bank is required
to have a long-t�rm, I�tter of credii rating and bank deposit rating from tvvo (2) o�'the three (3)
rating agencies of at least A2/A/A by Moody's Investor Services, Standard & Poor's and Fitch
Ratings, respectively. The Ietter of credit shall be in a form approved by the CiLy.
4.6.4 Duty to Maintain �`ecuNity Deposit - Default. Airline shall maintain tne
required Security Deposit continuously t�oughout the Term. Failure to do so shalI be deexned a
default and shall be grounds, at City's discr�iion, upon ten (IO) days' written notice unless the
default is cured, for immediate terminatzon of this Agreezxient.
4.6.5 Duty to Rebate. The Security Deposit or the remaining portion thereof
fol�owing any draws on the letter of credit by City shall be rebated, released, assigned, surrendered,
or endorsed to Airline, as applicable, no later than ninety (90) days after the later of: ( I} termination
ofthis Agreement; {2} issuance of a close-aut audit by the City or Airport Operator; or {3) payment
of all outstanding amounts owed the Czty u�der this Agreement.
Article 5 AFFILIATES
5.1 Airline's Designation of A�'filiates.
�ubject to the provisions of this Art�cle 5, Airline may designate ane or more Affiliates to
operate at the Airport. In tl�e event Airline designates an Affiliate, th� following provisions apply
io Airline and iis Affiliates:
5.1.1 Airline's designation of an AffiIiate shall not be effectir�e until Airline
has first (a) notified the Airport Operator in wr�ting tk�at A�rline intends to designate the Affiliate;
(b) ensured that the Afftliate has entered into an Affiliate Operating Agreeme�t with the City in
substantially ihe same fortxi. as ihat attached as Exhi�if D; and (c} canfirmed for the Airport
Op�rator in writing that Airline wi11 pay to the City all of the Affliate's Landing Fees and atner
fees and charges due to the City an account of the Aifiliate's use oi any Airport facilities as an
Af�tiate ofAirline, as provided in Section 5.1.2. Airline's desigztation af an Affzliate is subject to
the City's approval, which shall not be ur�reasanably withheld.
S.I.2 Airline s�aall pay to City all Landing Fees and other fees and charges due
under fihis Agreement due to City on accouni of the Affiliate's use of any Airpor� facilities, and
shall submit to City ali reports detailing each Affiliate's use of any Airport facilities or services as
an Affiliate of Airline in accordance �vith Seciion 4.4; pro�idect, however, ihat both Airiine and
the Affiliate shall remain jointly and severally liable to City far the payment of all Landing Fees
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and other fees and charges, and the submissior� of aIl reports, that are due to City on account of the
Affiliate's use of any Airport facilities or services as an Af�liaie of Airline.
5.2 Applicability o� Agreennent to Af�liates.
For so Iong as Airline and its Af�liates have complied r7vith ihe payment and reporting
obligations under Article 4, then each Affliate shall have the same rights as Airline with respect
to its use of the Airport.
5.3 Termination of Status of Affiliate.
A Cargo Carrier's stat�zs as Affiliate of Airline may be terminated by Airline upon not less
than thirty (30) days' written noticc to City. Airline's Iiability to City for the payment of aIl
Landing �'ees and ather fees and charges due under this Agreement, and the submission of all
activity reports, that are due to Gity an account of tHe use of Airport facilities or services i�y
Airline's Affiliates shall survive any ter�mination of Affiliate s#atus; provided, howe�+er, that
Airline shall only be responsible far such payments and repor�s reiated to the terminated Affiliate's
operations before its proper termination by Airline took effect.
Article b INDEIVINIFICATION AND INSLTRANCE
6.1 Indemnification.
6.1.1 Except far Claims for environmentat matters (which az•e the subject of
the inderrinificatian obligation under Articie 1 l}, Airline shall, to the fullest extent permitted by
law, defend, indemnify and hold harmless the City and the Airport Operator and their boards,
officers, officials, directors, employees, volunteers and agents (each and "Indemni�ed Party")
from and against (i) CIaims arising dir�ctly or indirectly from any act or omission {including
without limitation express negligence) of Airline or Airline Er�tity or out of the obligations
undertaken in connection wiih or the performance ofthis Agreement, or (ii} for Claims based upon
Afrline's alleged �►reach of any stafutory duty or abligation ar Airline's duty under contracts with
third parties, or (iii) Claims arising from any use of the Airport by Airline ar Airline Entities
exC�pt, to the extent those Claims arise out o�the negligence or willful misconduct of the City or
Airport Operator. The obIigations in this A�ticle shaIl apply for tk�e entire time that any third party
can legaliy make a cIaim againsi or sue the City or Airpori Operator for liabilities arising out of
Airline's use, occupancy, or operation of the Airpor�.
6.1.2 Except for claims for environmental matters (wl�ich are the subject of the
indemnification abligations under Article 11), Airline sha�l re�ease, defend, indemnify, and hold
each Indemnified Parry completely harmless from ancf against any Claims arising fro�n or based
upon the actual or alleged violation by Airiine or an Airline Enfiity, of any Applica6le Laws,
Azrport Rules and Regulations or any license, ce�ti�cate, perrt�it or oihex• authorization issued under
any of the aforesaid, in connection with AirIine's cariduct of its air transportation business on or
at the Airpork or use or occupancy of the Airport.
6.1.3 If the City is alleged to be in non-corripliance r�viih Applicable Laws
governing access to secure areas oi the Airport and said non-compliance is the result of or due to
the negligence or willful act or omission of Airli�e or an Airline Entity, and such breach of a secure
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area results in a civil penatty or other aciion against the City, Airline agrees to reimburse the City
fot all expenses, including reasonable attorneys' fees, incurred by the City in defend.ing against
the civil penalty action or ather action, and for any civil penalty or settlement amount �aid by the
City as a resuit of being deemed in non-compliance as aforesaid. The City shall give Airline
reasonable notice of any allegation, investigation, or proposed or actual cieil pena�ty or other
action sought for such non-compliance.
b.1.4 If any action or proceeaiing is brought against the City 6y reason of any
Claim ihat may be subject to Airltne's indernnification obligations contained in this Sectior� 6.1,
Airline, upon reasonable notice frona the City, shall resist or defend such claim, suit, demand,
action, IiabiIity, loss, datnage, judgment, ftne, or penaliy vvith caunsel reasonably acceptable to t�e
City, and the City shali take reasonable actions to mitigate its damages.
&.1.5 The foregoing express obligation of indemnification shall noi be
construed ta negate or abridge any other obligation oi indemnifcation r�nning to the City or an
Indeinnified Party that would exist ai coi�nmon Iaw or under other provisions of this Agreezaaent,
and the extent of the obligafiion oi indemnification shall not be Iimited by any provision of
insurance undertaken in accordance with this Agreement. The City shail gi�e Airiine written
notice oiany Claims threaten�d or made or any suit instituied against it that could result in a claim
of inde�nnification hereunder.
6.1.6 Notwithstanding anything to the contrary set forth in this Agreement,
neither party nor any oiits mernbers, directors, ofiicers, agents, representatives or employees shall
�e liab�e to the other party for any Ioss of buszness or any indirect, incidental, special or
consequential damages or last proftis arising out of or relating to this Ag�eement or such pat-ty's
performance or non-performance hereunder; pro�ided, however, tl�at this Section 6.1.6 shalI not
appiy ta third-party claims for bodily inju�y, wrongful death or property damage arising out of or
relating to this Agreement.
6.1.7 The indemni�caiion and ot�er obligatians unde� this Section 6.1 shall
survive the expiration or earlier termination of this Agreement.
b.2 Ins�rance.
Durirtg the Term and any extension thereof, Airline sha11, at its sole cosi and expense,
obtain and maintain in full force and eifect, and promptly pay all premiums, when due, %r the
following types of insurance in the amounts specified and in the form herein provided:
6.2.1 General Liabilii,y Insurance/Aviation Liabilit�
Airline shall maintain aviation liabi�ity insurance, includir�g general liabiliry
insurance, in amounts not less than a Combined Single Limit of $500,000,000 any one occurrence
and in the aggregate where applicable for bodily injury (including death} to passengers and third
parties and Property Damage. Coverage shall include but not be limited to Airport operations;
bIanket contractual liability; personal injury, which coverage shall �e $10,000,000; products and
cor�pleted aperations; aircraft non-owned liability; liability for vehicles on the restricted access
areas of the Aircraft Operations Area (AOA) including �aggage tugs, aircrait pushback tugs,
provisioning trucks, air stair trucks, belt loaders and ground hanga� �eeper's liabil�ty. Explosion,
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colIapse and underground property damage liability coverage's �hall not be excluded from such
insurance coverage. The City and Airport Operator shall be named as additional insured.
6.2.2 Autonaobile Liabilitv Insurance.
Airline shal� rnaintain commercial automobiI� Iiability insurance, with a limit of
r�at less than $10,00U,000 each accident. Such insurance slzall cover liability arising out of any
auto {including owned, hired, anc� non-or�vned autos}. The City and Airport Operator shali be
named as additional insured.
b.2.3 Worlcers Cornpensaiion.
Airline shall maintain statutary warkers compensation and employers liability
insuzance. The Iiability eznployer's lin�its for such policy shall not be less than $1,oaa,000 each
accident for badily injury by accident or $500,000 each employee %r bodily injury by disease.
6.2.4 Contractors Insurance.
Any contractor, construction manager or other party engaged by AirIine or
subcontractor or other party engaged by a contz-actor, construction manager or other party that is
engaged by Airline, in either case, to perform any canstruction, renovations or repairs at the Airport
shall obtain and maintain in full force and effect during any constructton periad:
{a) A commercial general liabiliry insurance policy in minimu�n lirnit�,
unless otherwise specified, of $1,000,000 per occurrence for bodily injury and $1,000,000 per
accurrence for property damage including a$2,000,000 general aggregate.
(b) An auiotnobile liabi�ity insurance policy covering awned, non-
owned and hired vehicles oileast $500,000 per a com6ined single limit.
(c) A warker's compensation policy affording statutory coverage and
containing statutory li�nits and employer's liability insurance at Iimits of $500,000 per
accident/$500,000 each eraaployee/$500,000 polzcy limit.
{d) Professional liab�lity insurance shalI be maintained when any
architect, engtneer or any other professional service performs, directly or indirectly, work for ar
on behalf of Airline at Airport or involving Airlir�e's operations wiY.h a$1,0OO,OflO poIicy lim'rt.
(e) AdditionaI Coverage:
(i) Excess / Umbrella Liability (as applicable)
(ii) Within Aircraft Operations Area $10 M
{iii) Secure/Sterile Side Operations {outside AOA) $5 M
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Coverage t�aust apply in excess of all required pri�nary liabiliry insurance, and must be at
least as ht•oad as the underlying liability insurance. Ti�e City and Airport Operator shall be named
as additional insured.
6.3 Forms of Insurance Co�erage.
6.3.t Insurance requirements and limits of covex•age under t�ais Agreeme�t
may be amended by the City as a result of increased risk, nature of work performed, losses
sustained, and/or City po�icy, industry and statutory changes.
6.3.2 All policies shall be written by insurance companies reasonably
accepta6le to the City.
6.3.3 Atl policies, e�cept foz wo�kez•s coriapensation coverage and professional
liabiliiy coverage, shall designate ihe below meniioned parties as "Additional Ir�sured," eith�r by
a"blanket additional insured" endorsement, or by specific er�dorsement.
"The City of Fort Wort�i, Texas and Alliance Air Services, Inc. and their respective
elected affcials, boards, officers, empIoyees, agents and representatives."
parties.
6.3.4 All policies shal� waive the insurer's right of subrogation against said
6.3.5 All polzcies must be pritxzary with respect to coverage provided for the
City and the other Additional Insureds.
6.3.6 All palicies rnust be non-contribu.tory with other coverage or self-
insurance available to the City and f,he oY.her Additional Insureds.
6.3.7 All oi Airline's insurance policies shall contain a provision that written
notice shall be given to the City and Airport Operaior at Ieast thirty (30) days prior to cancellation,
except ten (10) days for non-payment of premium. In the event that Airline is noiified that an
insurer intends to terzxii�zate or non-renew a policy or reduce covez-age beIow the requirements in
this Agreement, Airline shall arrange a�ternate coverage accepYable to the City to comply wiih City
reyuirements and cause replacement coverage data to be obtained,
6.3.8 Approvaf, disapprovai or failure to act by the City regarding any
insurance obtained by Airline shall not relieve the Airline of full t•esponsibiIity or liabiIity for
damages and accidents as set forth herein. Nei�her shall the bankruptcy, insolvency or denial of
�iability by the insurance company exonerate Airline from iiabiiity.
Article i COMPLIANCE WITH LAWS
7.1 Genera� Laws.
AirIine shall comply with alI Applicable Laws,
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7.2 Airport Rules and Re�ulations
The use by Airline of the areas and facifities described herein and the rights and privileges
granied Airline pursua�t io tlzis Agreement shall at aIl times be subject to the Airport Ru�es and
Regulations. Airline covenants and agrees that it will not vialate or peimit any Airline Entity to
violate any such Airport Rules and Reguiaiions. The City may prescribe civil penaIties and
injunciive remedies far vioIaiions thereof, and ihe same may be applied to Airiine for violations
by Airline or ar�y Airline Entity. Airline may contest ir� good faith a�y Applicable Laws, federal,
State or local code, law, regnlatian, ordinance or rule, Airport Rules and ReguIations or any other
rule or regulation of the City witl�out being considered in breach ofthis Agreement so lang as such
contest is diligently commenced and prosecuted by Airline. The City shall provide at least thirty
(30} days' advance written natice oi any new or amended Airport Rules and Regulations ai�ecting
Airline.
7.3 Licenses, Certi�cates and Authorizations.
Aia•line s�all obtain, at Airline's sole expense, alI licenses, certifcates, permits and other
authorizations that are now or hereafter required by App�icable Laws or the Airport Rules and
Reg�lations for Airline's operations at the Airport and Airline's exercise of any rights under this
Agreement.
'1.4 Wage Hour Laws.
Airline shall comply with all applicable Federal, state and local wage and haur laws.
Article 8 CIVIL RIGHTS AND AFFIRMATIVE ACTION
S.l General Civil Rights Provisions.
AirIine agrees to compIy with per�inent statutes, E�ecutive Orders and such rules as are
promulgated to ensure that no person shall, on the grounds oi race, creed, color, nafiional origin,
sex, age, or disability be excluded from participating in any acti�ity conducted with or benefiting
from Federal assistance. If AirIine transfers its obligation, ihe transferee is obligated in the samc
manner as Airline.
This provision obiigates AirIine for the perioc� during which the properiy is owned, used or
possessed by Airline and the Airport remains obligated to the Federal Aviation Administration.
This provision is in additian to that req�ired by Title VI of the Civil Rights Act of 1964.
8.2 Compliance with Nondiscrimination Requirements.
During the performance of this Agreement, Airline, for itself, its assignees, and successors
in interest (hereinafter ref�rred to as "Airline") agrees as follows.
8.2.1 Connpliance with Re�ulations: Airline (hereinafter includes consultants)
will comply with the Title VI List of Pertinent Nondiscrimination Acts and Authorities, as they
may be atnez�ded frozn time to time, which are herein incorporated by reference and made a part
of this Agreement.
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8.2.2 Nondiscrimination: Airline, with regard to t�e work performed by it
du�'ing the Agreement, will nat discri�ninate on the grounas of race, color, or national origin in the
seleciion and retentian af subcantractars, incI�ding procurements of materials and leases of
equipment. Airline will not participate directly or indirectly in the discrimination prohibited by
the Nondiscrimination Acts and Authorities, including employment practices when the Agreemeni
covers any acti�ity, project, or program set forth in Appendix B of 49 CFR part 21.
8.2.3 Solicitations for Subcontracts, Includin� Procurements of Materiais and
Equfpment: In all solicitations, eitHer by comp�titive bidding, or negotiation made by Airtitte for
worlc to be performed under a subco�tz•act, including procure�xients of nnatez-ials, or leases of
ec�uipment, each poter�tial subcontractor or supplier will be notifiec� by Airline of Airline's
obligations under this Agreement and the Nondiscrimination Acts and Authorities on t1�e grounds
of race, color, or nationai origin.
8.2.9- Information and Reports: Airline wi�l provide aIl information and
reports required by the Acts, the Regulations, and direciives issued pursuant thereto and wiIl pernc�it
access to its books, records, accounts, other sources of information, and its facilities as may be
c�e�erinined by the City orr the Federal Aviatio�a Administratzon to be pertir�ent to ascertain
compliance with such Nondiscrimination Acts and Autharities and instructions. Where any
information requit•ed af Airline is in the excIusive possession of another who fails or refuses to
furnish the informaiion, Airline r�vill so certify to the City or the Federal A�viation Administration,
as appropriate, and will sei %rth what efforts it has made to obtain the infarmation.
8.2.5 Sanctions for Noncompliance: In ihe event of Airline's noncompliance
with th� nondiscrimination provisions of this contract, the City wilI impose such co�tract sanctions
as it or the Federal AWiation Administration may determine to be apprapriate, including, but not
�1Y111teC� t0:
complies; andlor
in part.
{a) Withholding payments to Airline under the Agreement �ntil Airline
(b) Cancelling, terminaiing, or suspending the Ag�eerr�ent, in whole or
8.2.b Incorpoeation of Provisions: Airlir�e will include the provisions of
paragraphs $.2.1 through $.2.6 in every subcontract, inciuding procurements oi materials and
leases af eqUipment, un�ess exempt by the Acts, the Regulations and directives iss�zed piusuant
thereto. Airline will take action with respect to any subcontract or procurement as the sponsor or
the Federal Aviatian Administration may di�ect as a tx�eans of enfarcing such provisions it�cIuding
sanctions for noncompliance. Provided, that if Airline becomes invoIved in, or is threatenec� wiih
litigatiorz by a subco�tz•actot•, at� supplier because of such direction, Airline may request the City to
enter into any litigation to protect the interestis of the City. In add�tion, Airline may request the
Llnited States to enter into the litigation to protect the interests of the United States.
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83 Title VI Clauses for Transfer of Real Property Acqaixed or �mproved Und�r
the Airport Ymprovement Program.
8.3.1 Airline, for hinnself/kzerself, his/her heirs, personal representatives,
successors in interest, and assigns, as a pa�t of ihe consideration hereof, does hereby covenant a�nd
agree as a covenant runnirzg with ihe land that:
(a} In the event facilities are constructed, mainiained, or otherwise
operated on the property descrii�ed in this Agreement �or a purpose for which a Federal Aviation
Administration activity, facility, or program is extended ox� fo�r another purpose involving the
provision of similar services or benefits, Airline wiIl maintain and operate such facilities and
services in compliance with alI requirezne�t,s impased by the Nondiscrimination Acts and
ReguIations listed in the Pertinent List of Nondiscrimination Authorities (as may be amended}
such that no person on tk�e grounds of race, calor, or national origin, will be excluded from
participation in, denied tHe benefits of, or be oY,herwise subjected to discrimination in the use of
said facilities.
8.3.2 W ith respect to this Agreement, in the event of hreach� o� any of the above
Nandiscrirr�ination covenants, the City will have tl�� right tn termir�ate this Agreement and to enter,
re-enter, and repossess said lands and facilities ihereon, and k►oid the same as if this Agreement
had never been made or issued.
8.4 Clauses for Construction/Use/Access to Real Property Acquired U�der the
Acti�ity, Faci�ity or Program.
8.�.1 Airline, for himseli/herself, his/h�r heirs, personal representatives,
successors in interest, and assigns, as a part of t�e consideratian hereof, does �ereby covenant and
agree, as a covenant running with the land, that (1) no person on the ground of race, color, or
naiional origin, will be excladed from pa�-ticipation in, denied the benefits of, or b� othecwise
subjected to discrimination in the use of said facilities, (2) that in the construction of any
imp�ovennents an, over, or under such land, and the furnishing of services therean, �to person on
the ground of race, color, or national origit�, will be excluded from participation in, denied the
beneiits of, or otherwise be subjected to discrimination, (3) that Airline will use the premises in
compliance with all oiher requirements imposed by or pi�rsuant to the List of Nondiscrimination
Acts and Autharities.
8.4.2 With respect to this Agreement, in the event of breach of any ofthe abor�e
nondiscrimination covenanis, the City wiil have the right to terminate ihe lease and to enter or re-
entet• and repossess said Iand and the facilities thereon, and hold the same as ifthis Agreement had
never been made or issued.
8.5 Title Vr List of Pertinent Nondiscriminafian Acts and Authorities.
8.S.I During the performance of this Agreement, Airline, for itse�f, its
assignees, arfd successors in interest {hereinafter referred to as the "Airline") agrees io comply
with the following nondiscriminatian statutes and authorities; inciuding but not limited to:
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(a) Title VI of the Civii Rights Act of 1964 {42 USC § 2QOOd et seq.,
'18 stat. 252) {prohibits discrimination on the basis oi race, color, national origin};
(b) 49 CFR part 21 (Non-cliscrimination in Federally-assisted prograzr�s
of the Depar%�nent oi Transportation—Effectuation of Title VI of the Civil Rights Act of 1964);
{c) The Uniform Relocation Assistance and Real Property Acquisition
PoIicies Act of 1970, (42 USC § 4601 }(prohibi#s unfair treatment of persons displaced or whose
properry has been acquired because of Federal or Federal-aid pragrams and projects);
(d) Section 504 of the Rehabilitation Act of 1973 (29 USC § 794 et
seq.}, as anaended (prohibits discrimination an the basis of disability); and 49 CFR part 27;
(e) The Age Discrimination Aci of 1975, as amended (42 USC § 6101
et seq.) (prohibits discrimination on the basis oi age);
(f) Airport and Airway Itnprovement Act of �982 {49 USC § 471,
Section 4'7123), as amended (prohibits discrimination based on race, cr�ed, color, natyottal origin,
or sex);
(g) The Civil Rights Restoration Act of 1987 (PL 100-209) {broadened
the scope, coverage and applicability of Title V[ af the Civil Rights Act of 1964, the Age
Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973, by expanding the
definition of the terms "pragrams or activities" to include all oi the programs or activities of the
Federal-aid recipients, sub-recipients and contractors, whether suck� programs or activities are
Federally funded or nofi);
(h) Titles rI and IIY of the Americans with Disabi�ities Act of 1990,
which prohibit discrirnination on the basis of disability in the operatian of pub�ic entities, public
and private trar�sportation systems, places oi public accommodation, and certain testing entities
{42 USC §§ 12131 — 12189) as imp�emented by U.S. Department of Transportation regulations at
�49 CFR parts 37 and 38;
(i) The Federal Aviation Administration's Nondiscrimination statute
(49 USC § 47123) (prohibits discrimination on the basis of race, color, national origin, and sex);
{j} Executive Order 12898, Federal Actions to Address Environmental
Justice in Minority Population� and Low-Income Populations, which ens�res nondiscrimination
against minority populations by discouraging p�ograms, policies, and activities with
dispropor�ionately high and adverse human health or environznental effects on nainority and Iow-
income populations;
{k) Executive Order t 3166, Improving Access to Services for Persons
with Limited English Proficiency, and resulting agency guidance, national arigin discrimination
includes discrimi�tation because of limited English proficiency (LEP). To er�sure campliance with
Title VI, you must take reasonable steps to ensure that LEP peesons k�ave meaningful access to
your prograrns (70 Fed. Reg. at 74087 to 74I00);
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{I} Title IX of the Education Amendments of 1972, as amended, which
prohibits you frorn discriminating because of sex in education prograjns or activztxes (20 USC 1£S 1
et seq).
8.b �ubordination to Agree�nents with the United States.
This Agreement is su6ject and subordinate to the provisions of any agreement heretofore
or hereafter rnade between ilae City and the United States, including without limitation the terms
of any "Sponsar's Grant Assurances" or like agree�nent, the execution of which is required ta
enable or perinit the transfer of rights or property to the City for airport purposes, or the expenditure
of federal grant funds for Airport improvement, maintenance or development. AirIine shall
reasonably abide by the requirements of agreemenis entered into between the City and the United
States, and shall consent to amendtnents and cnodifcations of t�is Agreement if required by such
agreements ot• if required as a condition of the City's entt'y into such agreements.
8.7 No Exclusive Rights.
Nothing contained in this Agreement shall be deemed to grant to Air�ine any exclusive
right or privilege within the meaning of 49 U.S.C. § 40103{e) with respect to activity on the
Airport.
8.8 Right to Develop Airport.
The City reserves the righi to fuir-ther develop or improve tlte Airport as it sees fit, regardless
of the desires or view of Airline and without interference or hindrance.
8.9 Right of Flight.
There is hereby reserved to the City, its successors and assigns, for the use a�d benefit of
the public, a right of flight far the passage of aircraft in tne airspace above the sur�ace of the
Premises. This public right of flight sk�all include the right to cause in said ait•space any noise
inherent in the operation of any aircraft used for navigaiion or flight through the said airspace or
landing at, ta�Cing off from, or aperation on the Airport.
8.I0 14 C.F.R Part 77, Obstructions in Navigable Airspace.
Airiine agrees to cozx�ply with tl�e applicable �otification and review requirements covered
in J 4 Code of Federal Regulations ("C.F.R."} Part 77 of the Federal Aviation ReguIatians, in the
event future canstruction of a building is covered by �his Agreement, or in the event of any p�anned
modification or alteraiion of any present or future building or structure situated on the Airport.
8.11 War or Nationa� Emergency.
This Agreement shall be subject fio whatever t ight the United States Government now has
or in the future rnay have ar acquire, affecting the control, operation, reguIation and taking over of
the Airport o�• the exclusive or non-exclusive use of the Aitpo�rt by the United States during the
time of war or national emergency.
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8.12 No Interference with Airport Operations.
Aiz'line by accepting this Agreement agrees far itself, its successors, and assigns that it will
not do or permit to be dane by its of�cers, agents, emp�oyees, contractors or invitees, any act or
omission which might interfere with the Ianding and taking off of aircrait irom the Air�oort or
otherwise constiiute a hazard, or unreasonably interfere with the conduct of bnsiness by another
airline, tenant or contractor of the City, or unreasonably interfere with the pet-formance of their
duties by the staff of the City or by the staff of the FAA, the TSA or any other agency of ihe U. S.
Government, or of the contractors thereo£ In the �veni ihis covenant is breached, the City reserves
the right, in addition to any other rights or retnedies under tk�is Agreenaent or in law or equity, to
enter upon the Premises and cause the abatement of such interference at the expense of Airline.
8.13 SEC Rule 1�c2-12.
Airline, upon the City's request, shatl provide to the City such information as the City may
reasanabIy request in writfng to compiy wi�h the City's continuing disclosure requirements under
SEC Rule 15c2-12, as it inay be amended fi•om time to tiine, provided, however, tlaat AirIine ttaay,
in lieu of providing the requested in%rmation, direct the City to an AirIine or SEC website where
the requested ir�formatton is then cu�x•ently available.
8.14 Americans with Disabilifies Act ("ADA").
Airline acknaw�edges that, pursuant to the Americans with Disabilities Act, 42 U.S.C.
�ections 12101 et seq., as arr�ended and supplemented {ADA), ta the exient applicable to Airline,
programs, services and other acfiivities provided by a public cntity to the public, whethel• directly
or through a cantractor, m�st be accessible to the disabled public. To the extent the ADA is so
applicable: (a) Airline shall provide the services specified in this Agreement in a manner that
complies with the ADA, as applicable, and any and ail other applicable federal, State and local
disabiGty rights iegisIation; (b) Airline agrees not to discriminate against disabled persons in the
provision of services, benefits or activities provided under t[lis Agreement; and (c} Airline further
agrees that any vialation of this prohibition on the part of Ai�line, its employees, agents or assigns
shall constitut� a material breach af this Agreement.
Article 9 AIRLINE DEFAULT AND TERMINAT�ON BY CITY
9.1 Airline Default.
The occurrence of any one or more of the following events shall consiitute an Event oi
Default und�r this Agreernent:
9.1.1 Airline becomes insolvent {as such term is defined under S�ction 101 0�
tl�e Federal Bankruptcy Code); or fails to pay its debts generally as t�ey mature; or takes the benefat
of any present or future federal or state insolvency statute; or makes a general assignment for the
�enefit of creditors.
9.1.2 Airline ftles a voluntary petition in bankruptcy or a petition or a�swer
seeking an arrangement of its irtdebtedness under the �'ederal Bankruptcy Code or under any other
law or siatute of tl�e United States or of any state thereof; or consent to the appointinent of a
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receiver, trustee, cusiodian, liquidator or oiher similar official, of all or substantially all af its
property; or an ordet• for re2ief is eniered by or against Airline under any chapter of the FederaI
Bankru�tcy Code.
9.1.3 By order ar decree of a couri, Airline is adjudged bankrupt or an ot•der
shalI be made approving a petition filed by any af its creditars or by any of its stockl�olders, seekiz�g
its reorganization or the restruciuring of its indebtedness under the Federal Bankruptcy Code or
under any ather law or statute of the United States or any state thereof and such order or decree
shaIl noi be stayed ar vacated within sixty (60} days of its issuance.
9.1.4 A petition under any chapfier oithe Federal Bankruptcy Code or an actian
under any federal o�� state insolvency law or statute �s fled against AzrIine and is not dismissed or
stayed within sixiy (b0) days after the filing thereaf.
9,1.5 By or pursuant to, or under authority af any legislative act, resolution or
rule, or any order or decree of any court or �overnmental board, agency or officer, a receiver,
trustee, custodian, liquidator or other similar oificial takes possession or control of all or
substantially a�l of the property of Airline and such possession or control continues in effect for a
period of sixty (60) days.
9.1.6 Airline becomes a corporation in dissolution.
9.1.7 The ietting, license or othet• interest of or rights of Ait•lrne hereunder is
transferred to, pass to or devolve upon, by apet•ation of law or otherwise, any ot�►er person, frm,
corporation or other entity, by, in connection with or as a result o� any bankruptcy, insolvency,
trusteeship, liquidation or other proceedings or occurrence described in Sections 9.1.1 through
9.1.b.
9.1.$ Airl�ne fails duly and timely to pay any Landing Fees and other fees and
charges due under this Agreement when due to the City, and sUch failure shall cantinue for thirty
(30) days beyond Airline's receipt of a written notice of such breach or default from the Airport
Operator.
9.1.9 There occurs an assignment or transfer and such assignmeni or transfer
is not reversed within thirty (3fl) days after written notice by the City.
9.1.10 Airline abandons ihe conduct of business at the Airport, and in
connection with this abandonmeni, suspend operations for a period of sixty (60) days in the
absence of a labor dispute, force majeure event in accordance wit� Section 23.12 or other
governmental actian in vvhich Airline is directly involved.
9.1,11 Airline fails to obtain and maintain the insurance required by Section 6.2
or provide copies of the policies or certificaies (including without limitation those related to
renewals oi such coverages) to the City as required and, only with respect to providing cop2es of
the policies or ce�tificates, the fazlure to provide the copies shall continue �or �ve (5) days beyond
Airline's receipt of a written notice from the City of such breach or default.
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9.1.12 To the e�tent a�plicable, Airline fails to rr�eei any of Airline's Security
Deposit requirements set forth in Section 4.G and such failure continues for thirry (30} days beyond
Airline's receipt of a written notice from the City of such breach or default.
9.1.13 Airline fails to keep, perform and observe each and every ather promise,
representation, covenant and agreement set farth in this Agreement, and such faiIure continues for
a period of more than thirty {30) days after the Airport 4perator's delivery of written notice of
such failure or, if saifsfaction of such obligation requires activity over a period of time, if Airline
fails to commence the cur� of such �ailure within thirty (30) days after Airline's receipt of such
notic�, or thereafter fails to diligent(y prosecut� such cure, or fails to actua�ly cause such cure
within sixty (&0) days of the Airport Operatot''s delivery oi such notice.
9.2 Cily'� Remedies.
9.2.1 General Remedies.
(a) Whenever any Event of Default occurs (other than a defauli pursuant
to Subsection 9.13 upon which tet-mination oi this Agreement, at the City's option, shall be
effective imxnediately without furtHer notice), this Agreement and all of Airline's rights hereunder
shall terminate if the written notice of deiault so provides.
(b) The City's action pursuant to this Section 9.2.1 shall not in any way
limit the City in the pursuit of any other additional right or rerriedy available to the City in law or
in equity by reason of Airline's default.
9.3 Termination.
This Agreement may be terminated in advance of its Expiratio� Date in fihe folIowing
events:
9.3.I If any federal, state or local governmez�t, ar agency or instrumentiality
thereof, takes, 6y condemnatian or deed or conveyance in lieu thereof, title, possession, or the right
to possession of t�e Airport or any substantial portion thereof, the City may, at its option, terminate
this Agreeinent as of the date of such taking; or
9.3.2 If any court having jurisdictian renders a decision that has 6ecome final
and will permanently oe fot• a substantial per-iod of time prevent the City's performancc of any of
its maierial obligations under this Agreement, either party hereto may terminate this Agreement
by written notice. This right af termination shall be and rerr�ain effective whether or not the City,
by taking affirmative action or by inaction, could have prevented the rendering of tk�e decision, or
could have caused the decision to be vacated befare it became final.
9.3.3 If this Agt'eement is terminaied under this Section 9.3, all rights and
obli�ations of the parties shall terrr�inate (with the exception of (i) any undischarged rights and
obligations tHat accrued prior to the effective date of such termination and {ii) any rights and
obligatiotts that this Agreerr�ent expressly states shall survive such termination).
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9.4� The City's Right to Perfarm.
AlI agreements and obligations to be performed by Airline under this Agreement shall be
at Airline's soIe cost and expense and withaut any abate�nent of Landing Fees and other fees and
charges due undex' this Agreement.
9.5 Airline's Rights Related to Termi�atio�n.
Iz� the event of any termination based ot� any breach by Airline of the covenants, tei-ms and
co�ditions contained in tl�is Agreement, all of Airline's rights, powers and privileges undek� this
Agreement shal� cease. Airline shalI have no claim of any �Cind whatsoever against the City by
reason of such termination, orr by reason of any act by the City related to such termizaation.
9.b Bankruptcy.
In no event shall this Agreement or any rights or priviieges hereunder be an asset of Airline
under any bankruptcy, insolvency or reorganization proceedings. To the extent consistent with and
perrnitted under the United States Bankruptcy Code or similar debtor relief iaws, if Airline seeks
protection under t�e United States Bankruptcy Code or similar debtor relief laws, or is currently
operating under t1�e protection of the United States Bankruptcy Code ar ather similar debtor relief
laws, Airline shall cornply wrth every provision of this Agreement as and when rey�aired under this
Agreement, including wit�►out limitatian perforrriing any required remediation relatin� to any
environmental r�aatte�• pursuant to Airline's abligatians under Article 11 which arose prior to or
arises during the course of Airline's bankxuptcy case. No Cargo Carri�r wilI be allowed to assunr�e
this Agreement withoufi perfoirning any req�aired remediation� as part of the cw-e of any Event of
Default under this Agreement.
Article 10 AIRPORT DEFAULT AND TERM�NATION SY AIRLINE
10.1 Events of Default.
T�e events d�scribed belor�v are deemed Events af Default by the City hereunder:
1.0.1.1 The City fails to keep, perform or observe any material terin, cov�nant
or condition herein contained to be kept, performed, or obser�ed by the City and such fai�ure
continues for thir�y {30) days aft�r receipt of written notice from Airline; or, if by its nature such
default cannot be cured within such thirty (30} day period, the City shall not cozximence to cure or
re�no�e such defaulfi within said thirty (30} days and to cure or remove the same as promptly as
reasonably practicable;
10.1.2 The Airport is closed to flights in generaI or to the flights of Airline, for
reasons other tban those circumstances within Airline's controI, and Airport fails to b� reopened
to such flights within thirty (30} consecutive days from such clasure.
10.1.3 Th� Airport is permanently closed as an air carrier aiiport by act of any
Fed�ral, state, or Iocal governrxzent agency having competeni jurisdiction; or Airline is unable to
use Airport for a period of at least thirty (30) consecutive days due to any law or any order, rule or
regulation of any governmental authority having jurisdiction over the operations of the Airport; or
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any court of competent jurisdiction issues an injunction preventing the City or Airline from using
Airport for airport purposes, for reasons other than those circums#ances within Airline's control,
and such injunction remains in force for a period of at leasi thi�y (30) consecutive days.
10.1.4 The United States Govei-nment or any authorized agency ofthe same (by
executive order or atherwise} assumes the operation, cozatrol or use of the Airport in such a manner
as to substarttially t�est�rict Airline from conducting its operations, if such z•estriction be continued
for a period of thirty {30) consecutive days or moze.
10.2 Airline's Remedy.
So long as Airline is not in default as set forth in Article 9 of this Agreemeni, includ�ng,
6ut noi limited ta, payments due to the City hereundef, AirIine may cancel this Agreemeni upon
the accurrence of an Event of Default set farth in Section 10.1. [n such event, Airline shall serve
thirty {3a) day advance written notice of cancellation to the City. All Landing Fees and other fees
and c�arges due under this Ag�eement shali cease as of the date of such cancellation. In addition
to the cancellation of this Agreement, Ait�line znay exercise any remedy provided by law or in
equity.
Article 11 ENVIRONMENTAL
For purposes of this Agreement, the following definitions shall apply to environmental
matters:
"Discharge" means an act or amission by which Hazardous Materials, Solid Waste, Process
Water, or any substances or naaterials regulated under Environmental Laws, now or in the future,
are Ieaked, spil�ed, poured, deposited, or otherwise entered into wetlands, groundwater, waters it�
the State of Texas, or waters of the United States, or by which ihose substances are deposited
where, Unless controlted or removed, they may drain, seep, run, or otherwise enter said waters.
"Environmental Impact Clairrt" means any claim, suit, judgment, penalty, fine, loss, cost
recovery action, adininistrative proceeding, reyu�st for infarmation {when such request is by a
governmentaI agency), order or citation by any governmental agency, notice, cost, ar expense
(including but not limited ta documented casts of investigation, study, cleanup, removal, response,
remediation, transportation, disposal, restaration, monitoring, and reasonable fees of consultants,
contractors, and attarneys) which arises out af, is related to, alIeges, or is based on the presence,
transportation, handling, treatnaent, storage, or Release, dispersal, disposal, exnission, escape,
Discharge, ar rr�igration of any Hazardous Material(s), Frocess Water, or Solid Waste, a�y o�her
chemical, material, irritant, regulated substance, or toxic substance, whether salid, Iiquid, or
gaseous in nature, or which has any aclverse effect on wildlife. Environmental [mpact Claim shalI
exclude personal ir�jury, wrongful death, praduct liability, and enviranmental justice claims.
"Environrrtental Indemnitees" has the meaning set forth tn Section 10.8.
"Environmental Law(s)" means all existing and future federal, state, and iocal lar�vs and
permits, including vvithout limitation the Airport Rules and Regulations and all other statutes,
ordi.nances, ruIes, orders and regulations relating to protection of the environment, wildlife, pu61�c
health or public safety.
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"Greenhouse Gas" ar "GHG" has the sarrie de�nition as in th;e Mandatory Greenhouse Gas
Reporting Rule {40 C.F.R. § 98.6 {2009)), as it may be am�ncied from time to titnie.
"Haza�•dous Material(s)" means any substance regulated under or subject to Environmental
Laws: (a}the presence of whicla requires investigation, abaterrtent, response, removal, or
remediation under any Environm�ntaI Law; or (b) that is or becomes deiined as a hazardous waste,
hazardous substance, toxic substance, regutated substance, pallutai�t, or contaminant under any
Environmental Law, including without limitation the Comprehensi�e Environmental Response,
Campensation and Liabiiity Act, the Resource Conservation and Recovery Act, the Texas Water
Cade, or the Texas Health and Safety Code; or (c) the presence of which on the Airport poses or
threatens to pose a hazard to the hcalth or safety of persons on or about the Aitport, or (d} that
contains, sewage, gasoline, diesel fuel, petroleum hydrocarbons, natural gas liyuids, ethylene
glycoI, propylene glycol, potassium acetate, polychlorinated biphenyls {"PCBs"), asbestos, lead
paint, or urea fortnaldehyde foam insulation.
"NPDES" means the National Pollutant Discharge Elimination Systern.
"Process Water" naeans water, oth�r than storm water ox• rainwater, that during
manufacturing, treating, processing, or cleaning, comes into direct contact with or results from the
production or use of any raw material, interinediate produci, finis�aed product, by product, or waste.
"Release" means any depositing, spilling, lea�Cing, pumping, pouring, etxait�ing, emptying,
dischaz•ging, injecting, escaping, leaching, dumping, or disposing into the environment, or a threat
of release such that a release may or could enter the environment.
"Solid Waste" has the same meaning as in ti�e Resource Conservation and Recovery Act
and the Texas Health and Safety Code.
"SWPPP" means Storm Water Pollution Prevention Plan.
"TPDE�" means the Texas PolIutant Discharge Eliz�rtinatian System.
"Water in the State of Texas" has the same meaning as in Texas ViJater Code Section
26.00 I, as amended from time to time.
`'Waters of the United States" has the same meaning as in 40 GF.R. Section 122.2, as
amended irom time to time
All other ter�s used herein have the meaning set forth in Article I, "General Definiiions."
1 l.l Ai�•li�e Representatioas, Warranties, And Covenan�s.
Airline t•epresents, warrants, and covenants the fallowing:
1 l.l.l Airline has obtained and throughout the tei� of this Agreement shall
obtain and maintain all applicabte licenses, per�nits, registrations and other auihorizations and ap-
provals required under EnviranmentaI Laws and sha11 provide any �otices required under Envi-
ronmental Laws %r conducting its operations at the Airport during the term of this Agreement.
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Airline shall require Airline Entities to obtain and maintain all app�icable licenses, pertniis, regis-
tz'ati�ns and other authorizations required by Environ�nental Laws in order io co�tduct their opera-
tions and aciivities at the Airport.
11.1.2 Airline shall compIy and shall require Airline Entities to comply, with
alI applicable Airpoir-t Rules and Regulations, so long as such Airport Rules and Regulations do
not unreasonably affect Airline's rights under this Agreement. Such Airpoz•t RuIes and Regu�ations
shall be reasonable, nondiscrirninatory and not in conflict with any Environmental Laws.
11.1.3 Azrline shall not cause or contribute to or allow or permit Airline Entities
to cause or contribute to:
{a) any Release or Discharge of any Hazardous Material, So1id Waste,
or Process Water at Airport, unless authorized by an Environmental Law or Aiz'port Rules and
Regvlations;
(b) any violation of any applicable Environmental Law as a result, in
whole or in paz-t, af the use by or operations of Airline at Airport, or those of Airiine Entities;
(c} any Release or Discharge vcihich is a mater�ally contri6uting ca�se
of the City exceeding the effluent limits of any individual storm waier discharge perrmit issued to
the City, Multi-Sector General Permit, Municipal Separate Stor� Sewer System permit, or any
appIicable federal effluent limitation guideline; or
(d) any contamination or pollution ofthe soil, surface waters, or ground-
water at or underlying the Airport.
11.1.4 Airline shall handle, use, stare, dispose of, or otherwise rr�anage, and
shall require Airline Entities io handle, use, store, dispose of, or otherwise manage any Hazardous
Material, Process Water, or Solid Waste at the Airport in a lawful and prudent rnanner and so as
to prevent the Release or Discharge of any Hazardous Material, Pracess Watcr, or Solid Waste
that does or may potlute or contarninate the en�ironment, or Y.�at does ar zxiay adversely affect the
health, welfare, or safety of persons vvhether located within the Airport. Without limzting the fore-
going, Airline shall not conduct or allow any Airline Entities io conduct any operations or activities
involving the use or appiication of ethylene glycol, propylene glycol, or any other substance ir� de-
icing or anti-icing at any Iocation at fihe Airpart e�cept in accordance with alI applicable Environ-
mental Laws and Airpori Ru1es and ReguIations.
11.1.5 Airline shall be responsible for the proper removal and cEisposaI of all
Hazardous Mater�als generated by AirIine, or resulting from Airline's use, activities, and opera-
tions, at the Airpor�, including those activities and operations conducted on Airline's behalf by
Airline Entities.
11.1.6 Airiine unclerstands and acknowledges ihat certain of tlae City's future
capital projects may require review or approval by the FAA, the Environmental Protection Agency
("EPA"), or the Texas Commission on EnviranmentaI Qualiiy ("TCEQ") or their successor agen-
cies, pursuant to reyuirements imposed upon the Airport or the City, including but not limited to
State Irr�plementation Plans, General Conformity De#erminations, other requirements reIated to the
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sta�us of the Dallas-Fort Worth regian as non-attainment for ozone, and any reduction in Green-
house Gas emissions. Iirequested by the City, Aiz•line shall reasonably assist the City in preparing
such submittals as are required of t�e City by FAA, EPA, or TCEQ, ar their successor agencies,
in connection with City capital projects which bene�'it Airiine.
11.I.7 Airline shalf require Airtine Entities ta underga such training as is re-
quired by applicable Environmental Laws and Airport Rules and Regulations. Airline shaIl desig-
nate wHich of its employees shauld und�rgo such training.
1 l.l .$ If Airline causes or contributes to a Release, Discharge, or spill af Haz-
ardous Materials, Solid Waste, or Process Water ai th.e Airport that is above any applicable report-
able quantity set forth in any applicable Enviranmental Law, Airline shall report such Release or
Discharge to the appropriate governmental authorities in compliance with applicable Enviranmen-
tal Law. Airline shall requixe Airline Entities to report any Release or Discharge to the appropriate
governrnental authorities, in campliance with applicable Environmental Law, if said third party
causes or contributes to a Discharge or Release of Hazardous Materials, Solid Waste, ox Pracess
Water above any reportable quantity sei �orth in any applicable Environ�ental Law.
1 i.1.9 Airline acknovvledges that the City and Airline are subject to certain Na-
tional and Texas Pollution Discharge E�imination System permits ("NPDES" and "TPDES"), state
and federal storm water regulations, and federaI effluent limitation guidelines, including, withaut
Iimitation, EPA Administered Permit Programs, 40 C.F.R. § I 22 (2009), as ame�ded from titx�e to
titrte, far operations at the Airpori. Aiarline shall conduct operations and activities at the Airport,
including but not limited to de-icing, anti-icing, and cozastructiar�, and shall require Airline Entities
to conduct operations and activities at the Airpo�-t in compliance wit� appiicable Environmental
Laws and Airpork Rules and Regulations. Airline acknowledges that its reasonable cooperation is
necessary to ensure Airpoz�t's compliance with any applicable NFDES or TPDES storm waterr per�
mits and effluent limitation guidelines under Environmental Laws. Airline sk�all minimize ihe ex-
posure to storm waier of �naterials generated, stored, handled, or used by Airline or Airline Entities
at the Airport including wit.�rout Iimitation soil and sediment exposed by construction activities,
Solid Waste, and Hazardous Materials, by implementing and requirfng implementatian of certain
"Best Mana�ement Practices" as deiined by Environrnental Laws. Airlin� further acknowledges
that any TPDES or NPDES starm water dzscharge permit iss�ed to the City or any effluent limita-
tion guidelines applicable to the Aitport or Airline are incorporated by reference into this Agree-
ment to the extent affecting Airline's operations at or use of the Airpoxt or operations or activities
conducted on its beHalf at the Airpor�, or necessitating Airline's reasanable cooperatian to assure
tk�e City's compliance therewith. The City shaIl endeavor to negotiate reasonable and cost effective
ierms at�d conditians of any permits issued to the City which may affect Airline's operations at or
use of the Airport or operaiions or activities conducted on its behaIf at the Airpori, or which may
necessztate Airline's reasonable cooperation to assure the City's compliance therewith.
1l.1.I0 Airline or Airline Entities shall not creafie any human-made structure,
land use practice, or human-made �eature, or maintain any condition, that creates an unreasonable
wild�ife attraction, including, but not limited to, architectural %atures, landscaping, waste disposal
sites, agricultural or aquacuItural activities, without appropriate coverings or other mitigation
measures.
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I 1.2 �nformation to be Provided to the City.
11.2.1 If Airline receives any written notice, coz�respandence, citaiion, order,
warning, camplaint, inquiry, claim or cEemand �regarding the Airline's operations at the Airpart that
is not Iegally privileged, made confidential by applicable law, oz� protected as trade seceets:
(a) concerning any alleged contaminatian, or Discharge, or Release of
Hazardous Matezial, Salid Waste, Process Water by Ait�lzne or by Airline Entiiies; or
{b) alleging that Airline or an Airline Entity is t�e subject of an Envi-
ronmental Iznpact Claim or alleging that Airline or an. Airline Entity, or may be, in violation of any
Environm�ntal Law{s); or
(c) asserting that Airline ar any such third pat-ty as identified in clauses
(I) and {2) above is liable for the cost of investigation or remediatio�n of a Release or Discharge;
11.2.2 Airline shall immediately, but not later than five (5) days aftez' Airline's
receipi, inform the City and Airport O�eraior in writing of sanae, including a copy of such notice
received by Airline.
11..2.3 Airline shaIl simultaneously provide ta the City and Airport Operator
copies oi its submittals of any non-privileged reports or notices required under Environmental
Laws to any governmental ag�ncy regarding:
(a} Airline's alleged failure to comply wit� any Environmental Laws at
the Airport, or
{b) any Release or Discharge arising out of the past or present opera-
tfons a� or us� of the Airport by Airline or Airline Entities.
I 1.2.� Airline shall make available, within ten (10) days of Airline's receipt of
the City's written request, the non-privileged documents that Airline has submitted to any govertr-
mentaI agency pertaining to the environmental cornpliance status of Airiine's operatzons at or use
ofthe Airport, including without limitation any and all noza-priviieged records, pei-mits, testresu�ts,
sample results, written or electronic documentation, siudies, or oiher documentation regarding en-
vironmenial conditions or relating to the presence, use, storage, disposal, or treaYment of any Haz-
ardous Materiai or Solid Waste at the Airport by Airline or Airline Entities.
11.3 Response and Compliance Actions.
113.1 Without limiting the indemnity obligations of Section 11.7, if during the
term of ihis Agreeinent Airline or an AirIine Entity is the soIe cause of a Release, Discharge, or
spill of a Hazardous Material (including, but not limited to thase which contaminate or pollute any
surface water, ground water, infrastructure, or conveyance systiem}, as is rreasonably determined
by the City pu�suant to Environmental Laws, at any po�tion of the Aitport, in connection with their
operations at the Airport, Airline sbalt:
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(a) oraIly notify the City and the Airport Operator of such Release, Dis-
charge, or spill;
(b} repori such Release, Dischaige, ar spill to appropriate governmental
agencies in accordance with applicable Environmental Laws, including but not Iitriited to 30 Tx.
Admin. Code § 327.3, as it may be amended from time to time;
{c) immediately abate and respond to the Retease, Dischax•ge, or spill of
a Hazardous Material, as required by applicabie Envi►•onmental Laws, ir�cluding but not limited to
30 Tx. Admin. Code § 327.5, as it may be amended fram time to time;
(d) ta�e all further actions necessary or required under Environmental
Laws to laaitigate any irr�minent threat to hu�an health or the environment; and
(e) undertake any further repairs, remediation, or corrective actions as
are �equired by Environmenial Laws or a governmentaI agency with jurisdictian, to remediate any
such Reiease, Discharge or spill of a Hazardous Mateeial, and any resuIting pollution or contami-
nation.
i 1.3.2 Without limiting the inde�nnnity obligations of Section 11.7, if, as is rea-
sonably determined by the City, AirIine or an Airline Entity is the sole cause of a Release, Dis-
charge or spzll of a Hazardous Material at the Airport, or one of multiple contributars to a Release,
Discharge or spill of a.Hazardous Material within the Airpai-t, Airline shall be respansible for
ensuring that the notification, �eporting, abatement, remediation, and other actions required by
i 1.4.1 are accom�plished. At the time the City maI�es a determination pursuant to subsection 11.4.2,
tk�e City shall provide Airline with all non-pri�ileged records, perz�its, test results, sample results,
written or electronic documentation, studies oi• ot�er documentation used to suppart its deterrnina-
tion. Nothing in this Agreext�ent shall prevent Airline frotxa seeking to recover its costs frorn po-
tentially responsible parties.
11.3.3 Yf the City cannot determine with reasonable effort that Airline is a cause
of or has contributed ta a Release, Discharge, or spilI at or from the Airport, Airline shall not be
responsible �or any obligation to report, investigate or remediate it. Ifthe City cannot identify with
reasonable effort any of the parties contributing to or responsible for a Reiease or Dischaz'ge, ar
spill at or from the Airport, the City shall be responsible for any obligation to report, contain,
investigate, or remediaie st�ch contamination, Release, or Discharge, or spil(.
11.3.4 If, as is reasonably determined by the City, Airline:
(a} does not diligently tal�e immediate anc� alI other actions required by
applicable Environrnental Laws, including but not limited to 30 Tx. Admin. Code § 327, in re-
sponse to a Retease, Discharge or spil� for which it is responsible under Section l 1.4, within the
time{s) prescribed by such Environmental Law(s); or
{b) does not perfarm or complete a11 necessary repairs, corr�ctive ac-
tions or remediation for which it is responsible under Section 11.4 within the time(s) prescribed
by applicable Environmental Laws, or within the time reasonably necessary to enable the City to
rneet its obligations under Environm�ntal Laws (subject to the condition that the City must first
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provide reasonable advance written notice to AirIine of such obligations, except in emergency
cizcumstances in which such advance notice is not possibie), then the City, in addition to its rights
and remedies cfescribed elsewhere in this Agreernent, may, at its election, upon reasonable written
notice, enter the affected area, and take whatever action the City reasonably deems necessary to
protect the public health and safe#y and the environrr�ent, ar to enable the City to meet its obliga-
tions under En�ironmental Laws, within the time required undeX• such Environmental Laws, at
Airline's expense, although nothing herein shall prejudice the right of AirIine to contest the City's
determinations made undear this Section I 1.4.4.
11.4 Correction of Environmental Non-compliance.
11.4.1 If the operations or activities ai ox• use ofthe Airport by Airline or Airiine
Entities are in alleged nan-compliance with any applicable Environmental Law (as is reasonably
determined by the City or as is detcrmined by any governmental agency with enforcert�ent author-
ity regarding such alleged non-cotnpliance} or Airport Rules and Regulations, or result in contam-
�nation or poilution at or under the Airport, and pz-ovided that the situation or condition in question
does not, as deterrrtined by the City in its reasonable discretion, require immediate action pursuant
to applzcable Environmental Lar�vs and Section 11.4.4, the City agrees to notify Airline in writing
oithe alleged noncompIiance or contamination or pollution and shall require AirIine to take action
to address such non-campliance within t�irty (30) days of Airline's receipt af notice, unless com-
pliance is required sooner by a goverr�mental agency or applicable Environmental Law. Within
that thirty {30) day period, or such shorter period as is required by applicable Environmental Law
or governmental ager�cy, Airline shall have the oppartunity to take whatever actioza is necessary or
required by Environmental Laws, to correct such noncoia�pliance, ensure that it is corrected, ar
provide the City a binding commitment to do so within a reasonable time. Airline shall also have
the right during th�at thirty (3�) day periad to challenge any City determination of non-co�npliance.
AirIine's obligations to the City under this Section may be deferred, upon mutual consent of the
parties, un.til a final resolution of or ruling on such challenge has been issued. Shouid Airline pre-
vail in such a challenge, Airline shalI have no further obligation under this Section with respect to
that particular alleged non-compliance.
1 I.4.2 If Aiiline does not tal�e such corrective actian, challenge the City's de-
iermination of non-compliance, oz' provide a binding comtnitment to address the non-compliance
vvithin tl�e thirty (30) day period referenced in Section 11.5.1, the City or its authorized contractors
and consul�ants may, at the City's aption, ent�r any part of the Airporf and take such measures as
the City nr►ay reasonably deem necessary io correct the alleged no�-coinpliance and to investigate
and remediate any related contaminafiion, all at Airline's expense, All reasonable and documented
costs assaciated with any action 6y the City or its contractors or consultants in connection with
this Section, inciuding but not limited to reasonable attorneys' fees and expenses, and Airport staff
time and expenses, shalt be subject ta the reim�ursement and indezx�nification requirements of this
Article.
{a) Nothing in this Section is intended or shall be construed so as to
prevent the City or Airlin� from exercising, in their reasanable discretion, any rights granted or
available elsewhere in this Article, in this Agreement, or by law.
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11.5 Corrective Ac�ion Process.
11.5.1 Be%re comrr�encing any investigaiio�, remediation, or corrective action
at the Airport under this Agreetnent, and except for any immediate abatement action required under
Section 1 l.4, Airline shall provide the related proposed plans for such investigation, remediation
or corr�ctive action to the City for approval, which shall not be unreasonably wit�held. The work
shaIl be performed at Airline's expense, and the City shall have the right to review and inspect all
such work at any time usztag consultants and represe�tatives of the City's choice, at the City's
expense. Specific cleanup levels for any en�ironmental remediation work shall comply with ap-
plicable Environtxie�tal Laws. Airline shall, at Airline's own cost and expense, hav� all tests per-
formed, and reports and studies prepared, and shall provide such information io any governmental
agency as nnay be requ�red by Environmental Laws, with a copy to the City. This obligation in-
cludes bUt is not li�nited to any requirements for a site characterization, site assessment, Affected
Property Assessmenfi Repori, and remedial action plan that may be necessary. In the event deed
recordation by the City is �ecessary, Airline shatl reimburse the Ciiy for all deed recordation fees
aad reasonable attorneys' fees incurred in connection with such recordation.
11.5.2 Any remedial or other activity undertaken by Airline under this Article
shall nofi be construed to impair Airline's rights, if any, fio seek cantribution or indexx�nity fram any
person.
11.5.3 Airline may not seek a Municipal Setting Designation far any ground-
water underlying the Airport without obtaining the City's written approval in advance.
11.6 Environmental �ndemnification and Reimbursement.
11.6.1 Notwithstanding any other provisian to the contrary, azad without limit-
ing any other indemnity in this Agreement, Airline agrees to indemnify, defend, and hold harmless
the City, its past, present or fature directors, officers, members, agents at�d employees, the City's
counci�, council members, agents, and employees and the Airport Operator {"Environmental �n-
demnitees"}, from and against any and aIl claims, demands, penalties, fines, suits, actions, adtnin-
istrative proce�dings {including for�al and informal enforcement), government o�'det�s, judgments,
loss, damages, liabilities, costs, and expenses (inciuding but not limified to reasonable and docu-
mented attarneys' and consultants' fees and expenses, litigation costs, expert witness %es, and ex-
penses of investigation, removal, remediaiion, oz• other required plan, repo�-t, or response action)
when incurred and whether incurred in defense of actualliiigation or in reasonable anticipation of
Iitigation to the extent r�sulting from:
(a) tlie breach by Airline of any repz'esentation or war�anty made in this
Article; or
{b) thc �ailure of Airline to meet its obligations under this Ariicle in a
full and tim�ly manner, whether caused by Airline or any third party under Airline's direction or
contral; ot�
(c) documented loss by ar�y Environmental Indemnitee(s) irom any En-
vironme�atal lmpact Ciaim, to the extent caused by the operafiions, activities, action or inaction of
Airiine or Airli�e Entities, at the Airport during the term of thi,s Agreement.
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I 1.6.2 In the event the City undertakes any action, including but not Iimited to
response or cor�ective action, repaz�-s, ar remediation, in the exercise of its rights with respect to
Airline uncler this Article, Airline shai� reimburse the City, upon reasonable written zaotice by the
City, for all r�asonable and documented costs that the City incurs in association with such action,
including but not limited to consultants' fees, cotatractors' fees, reasonable attorneys' fees and ex-
penses, and expenses of investigation, repair, response or corr�rective action and remediation.
11.6.3 Notwithstanding any other provision to the contrary, and to the extent
permitted by law, the Ciiy agrees to ind�mnify and hold hatmless AirIine and its directors, officers,
agents and employees from and against any and all claims, detnands, penalties, fines, suits, actions,
administrative proceedings (including informal proceedings), go�ernment orders, judgments, loss,
damages, liabiliti�s, costs, and expenses (including but not limited to reasonable and documented
attorneys' and consultants' fees and e�penses, lit�gation costs, expert witness fees, and expenses of
in�estigation, removal, remediation, or other required plan or response action) to the ex�ent result-
ing from (i) failure of the City to meet its obliga.tions under ihis Article, or {ii) the documented
lass by Airline, its directors, officers, agents or employees to a fhird party or governmentaI entity
from any En�ironmental Impact Clai�, to the extent resulting from the operations, activities, ac-
tions or inaction of ih.e City ar any other parry under the City's direction and control.
11.6.4 Regardless of the date of termination of this Agreemeni, the inde�nnify-
ing party's representations, o6ligations and liabilities under this ArticIe shall continue as �ong as
the indemnified party bears any liability or responsibility under this Articl� or the Environ�aental
Laws.
1 �.7 Limitatiox�s.
Airline's obligations under this Article shall not apply to:
1 i.7.1 Contamination that existed at the Aitport prior to Aix•line's initial occu-
pancy or operations at such area(s) of contamination at the Airport, provided that neither Airline
nor any other party under Airline's direction or control, or conducting operations or activities on
its behalf, subsequently contributed to such contarnizaatian; or
ll.7.2 Releases that migrate onto, into, or from tl�e Airport and that vvere not
caused by Airline or third parties under AirIine's direction or control or conducting operations or
activities on its behalf; or
11.7.3 Releases or Discharges on, af, or irom the Airport not caused by Airline
ar Airline Entities; or
11.7.4 Releases, Discharges, or contamination to ihe extent caused by gross
negligence or r�villful txaisconduct by the City, its agents or employees or any other party under the
City's directian or control.
11.8 Waiver.
Any waiver of any provision of this Article, or ar�y delay by the City in the enforcement of
any right herennder, shall neither be construed as a continuing waiver, nor create an expectation
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oi non-enforcement of Yl�at or any oiher provision ar right. In order to be effective, any waiver of
any right, benefit, or power hereunder must be in writing and signed by an authorized
representaiive of the City, it being inten;ded that no waiver shall be implied by the City's conduct
or faiiure to act. Any specific written r�vaiver shal� be applicable only to the particular facts and
circumstances thereby addressed and shall not be oi any effect with respect to fiiture eWents, even
if any of said iuture ev�nts involve substantially si�ilar circumstances. Any remedies provided for
in this Article shall be cumu�ative and in addition to, and not in lieu of, any other rennedies availa6le
to Ciry at law, in equity, or otherwise.
11.9 Survival of Environmental Provisions.
Unless speci�cally siated eIsewhere herein, �he provisions of this Article, including the
reptesentations, warranties, covenants and indemnities of Airline, are intended to and shall survive
termination of tl�is Agreement.
11.I0 Resource Conservation and Rec�cling.
The City reserves the right to institute such policies, prograrr�s and naeasures as may be
necessary or desirable, in the City's reasonable discz'etion, for the conservation ar preservation of
energy, energy �elated services, wafier, and other natural resources or as may be required fio comply
with any appIicable codes, rules and regulations, whether mandatoiy or voluntary. Airline shall
coz�ply with aIl federal, state, and local lar�+s, rules, reguIatzons, and ordinances and rules ar�d
reguIations pertaining to recycling and energy conservation and management. Airline a�nd the City
shall use gooc� faith efforts io abide by and fully cooperate with each other in all aspects of such
policies and prograzns, and nathing in this Section wilI adversely affect Airline's or the City's
rights under this Agreement.
Article i2 ASSIGNMENT
Airline shall not, directly or indirectIy, assign, sell, hypothecate or otherwise transfer this
Agreement, without the prior written consent of the City, such consent not to be unreasonabiy
withheld. The foregoi�g shall not prevent the assignment ofthis Agreement at• any portion thereof
to any corparation with which AirIine may merge or consolidate; provided however, such
successor corporatian within a reasonable period of time shail provide written acknowledgemeni
by a duly authorized corporate o£ficet• to the City that it has assumed all obligations af Ait•line and
wil� fully honor all terms and conditions set forih in this Agreement.
Artiicle 13 M�SCELLANEOUS PROVISIONS
13.1 Nature of Agreement.
This Agreement shall not be construed to b� a lease of any Airport property nar create a
la�dlord-tenant relationship between the City anc� Airline.
13.2 Governing Law and Venue.
This Agreerr�ent has been entered inta and shall be govern�d by, construed and interpreted
in accordance with the laws of the State of Texas. Venue of any action brought under this
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Agreement shalI be vested in the state courts of Texas in the County of Tarrant or if federaI
jurisdiction is appropriate, in the United States District Court in the Northern District of Texas.
13.3 Entire Understanding,
This Agreement contains the entire and only understanding and agreement of the City and
Airline, which by accepting this Agreement, acknowledge that there is no ather written or oral
understanding or agreement �etween them with respect to the subjeci matter of this Agreement
and that this Agreemex�t supersedes all prior negotiations, discussions, obligations and rights of
the City and Airline. No waiver, modifcation, amendment or alteration of this Agreement shall
be valid unless it is expressed in writing and signed 6y authorized representativ�s of Airiine and
the City. Airline and the City acknowledge that no other party, nor any age�nt or attorney of any
other pa�rty, has made any promise, representaiion, wai�er or warranty whatsoever, expressed or
impIied, which is not expressly contained in writing in this Agreernent and further acknowledge
tlaat this Agreernent was not executed in relia�ce upon any colIateral �romise, representatian,
�vaiver or wai-��anty, or in reliance upon any belief as to any fact not expressly r�cited in this
Agreement.
13.4 Att�endments.
Exc�pt as othervvise expt�essly provided herein, the provisions af this Agreement may be
annended onIy by a written agreert�ent signed by the City and Airline.
13.5 Cumulative Rights.
Each right oithe Ciiy and Airline is cunaulative and is in addition to every other legaI right
that the party may have in the event of any default by the other.
13.6 Construction to Save Agreement.
If any term, covenant, condition, or provisioz� of this Agreement is held by a court of
competent j�.irisdiction to be invalid, void, or unenforceable, the remainder of t�e provisions hereof
s�aall remain in full force and effect and in no way affected, impaired, or invalidated thereby. it is
t�e intention of the parties hereto that if any provision of tk�is Agreement is capable of two
constructions, one of which wauld render the provision void and the oiher of whick� would render
the provision valid, then the provision shall have the meaning which renders it valid.
13.7 No Waiver.
No waiver of default of ar�y of Y.he ierms, covenants and conditions of this Agreement to be
performed, kept and observed by the other party shall be construed or operate as a waiver of any
subsequent default of any of the terms, cavetaants or conditions of this Agreement to be perrfot�ned,
kept and observed by the other pariy. Na failure on the part of eiiher party to require or �xact fu�l
and complete compliance by the other party with any of tl�e covenants, conditions, or agreements
of this Agreement be construed in any manner as a change in or to the fierms of this Agreement or
prevent the enforcement in full of any provisions.
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13.8 Relationship of Parties.
Nothing in this Agieem�nt shall be deemed or construed by the City or Airline, or by any
third party, as creating the relationship of principal and agent, partners, joint venturers, or any other
similar such relationship beiween t�e City a�d Airliz�e.
13.9 No Third-Party Bene�ciaries.
There are no third�party beneficiaries to this Agree�nent other ihan as speci�calIy and
expressIy provided in this Agreement.
13.10 Successors and Assigns.
All of the terms, provisions, covenants, stipulations, conditions and consideraiions in this
Agreement shall extend to and bind the legal representatives, successors, and assigns of each party
to this Agreezx�ent.
13.11 Labor Disputes.
Airrline agrees to use commercially reasonat�le efforts to avoid disruption to the City, its
tenants or members of the public arising from labor disputes involving Airline, and in the event of
a strike, picketing, c�emonsiration or otner labor difficulty involving Airline, to use its good offices,
ie�cluding the utilizatian of available legal remedies, to minimize or eliminate any disruptian to the
City, its tenants or members of the pubIic, a.rising from sUch strike, picketing, demonstration or
other labor diff culty.
13.I2 Force Majeure.
If eitiler parry is delayed or hindered ir� or prevented from the performance o� any act
required under this Agt•eement by reason of strikes, locicouts, labor disputes, inabiIity io procnre
labor or materials, failure of �ower, riots, insurrection, terrorism, r�var, fire or other casualty, or
other reason of a similar nature beyond the reasonable control of the party delayed in perfoi�rning
work or doing acts required under this Agreement, performance of such act shall be excused for
the period af the actual deIay attributable to such causes, and the period for the perfor�ance of
any sUch act shall be extended %r a period equivalent to the period of such deIay (any such delay
is herein referred to as an "Unavoidah(e Delay"). This Section shall not be applicable to Airline's
ohligations to procure insurance or to pay Landing Fees and other fees and charges due under this
Agreement. If any provision of this Agreement negates or limits the period o� any force majeure
or Unavoidable Delay extension, such provision s�aall override this Sect�on i3.12. Airline shall
give the City notice of any Unavoidable Delay within a reasona6le tirne {not to exceed one (1)
year) foIlowing the occarrence of the delaying event.
13.13 No PersonaI Liability.
No director, officer, agent, ert�ployee, or elected official of either paz�ty shalI be charged
personally or contractually liable by or to the other party under ar�y term or provision of ihis
Agreement, or because of any breach of this Agreemeni, or because of their execution or atiempted
e�ecution of this Agreement.
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13.I4 Acceptance of Payments.
The subsequent acceptance of payments hereunder by the City from Airline shall not be
deemed to be a waiver of any px'eceding breach 6y Airline of any term, covenant, or condition of
this Agreement, other than the failure of Airlizae to pay the particutar fees ar rent so accepted,
regardless of tihe City's knowledge of such pr�ceding breach at the time of acceptance of such
landing fees and/or rent.
13.15 Attorneys' Fees.
13.15.l If the City s�aIl, without any fault, be made a party to any litigation
commenced by or against Airline arising out of Airline's use ar enjoyment of Airport or the
Premises and as a result of which AirIine is iinally adjudicated to be liabie, then Airline shall pa�
all costs and reasonable attorneys' fees incurred by or imposed upon the City in connectian with
such litigatian.
13.15.2 In a�y action by the City or Airline against the other for recavery of any
surn due under this Agreement, or to enforce any ofthe terms, covenants or conditions contained
hexein, the prevailing party shall be entitIed to reasonable attorneys' fees in addition to cosis and
necessary disbursements incuered in such aciion. Each pai-ty shall give prampt notice to the other
of any claim or suit instituted against it that may affect the other party.
13. i 6 Taxes.
13.16.1 This Agreement may result in or create a taxable possessory interest and
be subject to the payment of property taxes. Notwithstanding the foregoing, as of the date of
execution of this Agreement, no such taxes, as provided in this Section T3.lf, are app�icable.
13.16.2 If applicable, Airline shall be liable for, and shall pay throughout the
Terfn, all property taxes payable for, or on account of: (a} the activities conducted by Airline on
the Airport; and (b) all taxes, if any, an the personaI property of Airli�e on ar at the Airport.
13.1b3 If applicable, Airline shall reimburse tHe Cit� for all such taxes paid or
payable by the City, identified in s�ctian 13.16.1 and 13.16.2 above. All tax amounts for whzch
the City is or will be entitled ta reimbursement, as provided for in this Sectiot� I 3.16, from Airline
shall be payable by Airline to t�e Cit� at least �fteen (15) days prior to the due dates of the
respective tax amounts involved; �rovided that Airline shall be entit�ed to a rr�inimum of t�n {10)
days' written notice oithe amounts payable by Airline.
13.16.4 AirIi�e may contest, in its awn name or th�e name of tl�e City, the validity
or a�nnount of any iax it shaIl be required to pay, under this Section 13.16, to a taxing entity;
provided, however, that Airline shall defend, inclemnify and hold the City harmless from atl
liability and expense arising from such contest, which obligations shall survive expiration or earlier
termination of this Agreement and shall provide S�CUYIt}' safiisfactory to the Ci�ty for its
performance of such indemniftcation obligation.
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13.17 Memorandam of Lease.
Yn the e�ent that the City so requests, Airline shall e�ecute, attest, acknowledge, and deliver
for recording a short form Menaarandum af Lease of this Agreement.
] 3, l 8 Approval or Consent.
Vi�henever consent or appravaI is required herein by either parry to the oiher, such consent
or approval shall not be imreasonably withheld, conditioned, or delayed.
13.19 Time of the Essence.
Time is of the essence of this Agreem.ent and of each and all of its terms, conditions,
covenants and provisions.
� 3.20 Notices.
AII notices and payments unc�er ihis Agreement may be delivered or mailed. If delivered
by messenger or courier (including o�ernight air courier), they shall be deemed delivered when
received at the Street Addresses listed in Section 1.1. Jf mai�ed or sent via overnight courier, they
shall be sent to the Overxxight Delivery and Street Address provided in Article 1 or to such other
respective addresses as either party may firo�n time to time designate to the other party in writing.
All notices and payments mailed by regular mail (including first class) shall be deemed to have
been given on the ffth busin:ess day following the date of mailing, if properly mailed and
addressed. Notices and payments sent by certified or registered mail shall be deemed to have been
given on the third busi�ess day following the date of mailing, if properly mailed and addressed.
For all types oimai�, the postmark affixed by the United States Postal Service shatl be conclusive
evic�ence of the date of mailing. Notices deli�ered vfa courier or overnight courier shall be deemed
ta have been given upon arrivai. Notices unc�er this Agreement are suf�icient if made via emaiI
provided such email notice has been sent to an empIoyee of the recipient Party having knowledge
of the matter contained in the notice and is conspicuously identified as a z�otice under tk�is
Agreement, and shall be deemed to have been given on the day the emaiI is sent.
I 3.2 i Counterparts.
This Agreement may be executed simultaneousiy in counterparts, each of which sha�� be
deemed to be an original copy of this Agreement and, when iaken together, shall be deemed to be
one and the same Agreement.
13.22 Capaciiy to Execute.
Airline shall subznit a copy of any carporate resoIution, if requested by City, which
authorizes any direcior or of�cer io act on beHalf of Airline or whicll authorizes Airline to ente�•
into this Agreement.
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13.23 �ncorporation of Exhibits.
All exhibits and attachtx�ents referred to in this Agreement are intended to be and are hereby
specifically made a part of this Agreement.
13.24 Titles.
Paragraph titles at-e inserted only as a matter of convenience and for reference, and in no
way define, Iirx�it or describe the scope or extent of any provision oFthis Agreement.
13.25 Other Agreerr�ents.
Other than as set forth herein, nothing contained in this Agreement shall be deemed ar
constr��ed to nullify, restrict or modify in any naanner the provisions oi any other lease ot conYract
between City and Air�ine authorizing the us� of the Airpor�, its faci�ities and appu�tenances.
13.26 Agreement Not to Grant More Favarable Term�.
During the Term, the City agrees not to enter into any lease, coniract or otl�er agreement
�with any other air carrier conducting operations at the Airport that contains rates, charges or tertx�s
more favorable to such air carrier than the rates, charges or ter�ms Airline has agreed to under this
Agreement, unless the Authoriry also makes those more favorable rates, charges or ternns available
to Airline. THe provisions of th�s Sectian I3.2b shall in no way limit, impair or interfere wi�h the
City's ability to charge or estabIish such rates anc� charges as ihe City tx�ay deem applicable when
er�tering into any lease, contract or other agreement wfth any party tl�ai is nat an air carrier.
13.27 Agent for Service.
It is expressly understood and agreed that if Airline is not a resideni of the State of Texas,
or is an association or partnership without a txaember or partner resident of said state, or is a foreign
corporation not licensed to do business in Texas, then in any such event, Airline shalI appoint an
agent for the purpose of service of process in any court action between it and City arising out of
or based upon this Agreement. Air�ine shall irr�mediately notify City, in writing, of the name and
address of said agent. Such service shali be made as provided b�+ the laws of the State of Texas
%r service �apon a non-resident engaging in business in the Sta�e. It is further expressiy agreed,
covenanted and stipulated that, if for any reason, such service of process is not possible, as an
alt�rnative met�od of service of process; Airline may be personally served out af the State of Texas
by the registered mailing oi such service at ihe address set forth in Section I.1.
(Remainder of Page Intentionally Left �lank]
-39-
Executian CopY
IN WITNESS WHEREOF, th� Parties hereto have caused these presen#s to he executed an
fhe day and year first abave written.
CITY OF FORT WORTH:
,� ,
I�y': � L► �a (,� —
Name: �'ernando Costa
Title: Assisiant_Cit� Mana,g�r .
�TATE O�' TEXAS
• • �� _r_ • �
BEk'ORE ME, the undersigned autharity, a Natary Pubtic in and %r the State of Texas, on
this day persanally appeared Fernando Costa , kiaawn to me ta be the person whose name is
subscribed to the t'oregoi�g instrumient, a�d aclutowledged to me that the satz�e was the act of the
City of Fort Vylorth atid �at he executed the same as ihe act af the City of Fort Worih for the
�urposes and consideratian therein expressed and in the capacity therein stated.
�.
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Execution Copy
FEDERAL EXPRESS CORPORATION
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By; . � � ,
Name�7o�sn�A C�o�-
Title:lf � �{ R� i � �
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FedEx Legal Appravai: AWM 03-15-Z�
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STATE OF _ ' §
F ; §
COUNTY OF � Y�_ §
B. F�'QRE ME, the unders�gned authority, a rNotaiy Public in and for the State of
�� � , on this day personaliy appeared .,�. _._ - �o r� , known to me to be
the person whose name is subscribed to the foregoing nstrument, and acknowledged to me that
the same was the act of Federal Express Corporation and that she/he execut�d the same as the act
of Federal Express Corporation for the purposes and consideration tberein expressed and in the
capacity ther�in stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this �,. '"- day of T,_;� �� ,
20�
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Contract Compliaroc� Manager:
By signing I acknowledge that I am t�e persan responsible for the monitoring and
administration of this contract, including ensuring afl perfarmance and repor�ing requirements.
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J
Barbar Goodwin �
Real Property Manager
APPROVED AS TO FORM
AND LEGALTTY:
By. ,..��.r,� ,-. -� � -
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Assistant Ciiy Attarney
M&C: �0180
Date: March 9, 2021
ATTEST.
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Exhibit B
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A[.i�ANCE • [�k:A(:llA[� ■ sF'IN[f5
City of For� Wort� A�iation Department
201 American Concourse, Ste 33a
Fort Worth TX,761D6
Av�a�i�n ��r��r��r� �t�r����c��
City �f �o� I�I�r�� AVi��io� �e���tr��nt
FORT ��R'1'H
,�vx.�1��r� �/�l�L� �F CONTEN�S
'I. ���INIT'IOIVS �4ND ACROf�Y�S :..................................................................................�
�. IRl7'f�.O�UC f IOR1 .............................................................................................................4
A. Purpose .............................................................................•---............,......-----,.......4
�. Regulations..........--•-• .......................•----........,...........----................,..............,........4
�. �ffective Date .......................................................................................................4
�. Self �ervice ........................................................................................................... �
E�4pplicabili�y ..........................................................................................................�
� Variance ..........................•-----........,...........----...,.................----........,............-----.....5
3. C�iV�R�►I� ��C�UIREf��NiS .........................................................................................1
A. Infroducfion .................•--.,.,.,............---...................................,...,................,........ 7
�. �eased Premises .................................................................................................. �
C. Facrlity ►�faintenance ............................................................................................ i
�. �raducts, Services, and �'acilities ...................................................................... �
lE, Lrcenses, �ermits, Certifications, and Ratings ................................................. 8
�. �mploy�es ............................................................................................................�
�. �quipmenf and Vehicles ...................................................................................... $
hlf-�aurs ofActivity ................................•-•---.....................................,.......------....:....9
1. Security .................................................................................................................9
J. Insurance .............................................................................................................. 9
K Indemnification and f�old Harmless ................................................................. 9�
�. �nforcemen# .......................................................................................................99
N�. Leased Premises IY�ulfiple Activities ....-• .......................................................... 72
4. FIX�D ��5� O��RAiOR {��O} ................................................................................13
�. Infroduciion ........................................................................................................ �3
�. Scope of Activity ................................................................................................ 93
C. �eased Premises ...................•---....................----•---.,................-------...................,14
�. �uel5i�orage and �quipment ...............•------....................------........,...,......-----..... 9�
� �ueling Reports .................................................................................................. 9�
� (�round Suppori and Se►-vr'ce Equipment ......................................................... 95
G. Hours of �cfivitY • ............................................................................................... 96
f-�. Employees ..........................................................................................................96
1. Aircraft l�emoval ................................................................................................ 9fi
�. p,IRCRAFT 11�VAIRl��RlAfl�CC AP�RpoTOR {SASO) ......................................................1!
A. Infroduction ........................................................................................................1 �
�. �eased �remises ................................................................................................ 9 �
C. �'mployees ..........................................................................................................97
6. AVIOP�ICS OR INSTR�IV��R�T f��Y�lhl��R��„WC� ���Rp,iOR (SAS�} ........................18
A. Mtroducfion ........................................................................................................ 9�
B. �eased Premises ................................................................................................ 98
C. Licenses and Cer�ifications ............................................................................... 9�
D. �mployees .......................................................................................................... �S
�. �quipment ...........................................................................................................9�
Aviation iilllinimum Standards
City of Fari Worth Aviation Department (2017)
�'a�� �o��rw
,���ty��� Y���� o� co�u��r��s
i'. AIRC�3A�� ���li�L OR F'�IC�i�i iRAINIf�G O��R�,TOR {�ASOj ...........................19
,4. Infroduction ........................................................................................................ 99
B. Leased Premises ................................................................................................ 99
C. �mployees ......................................................•---......,................................-----..,.99
D. �guipmenf ...........................................................................................................20
�. �ours of,Acfivi#y ....................................•--•--.,............,............................,..........�0
�. Insurance pisclosure Requirement ..................................................................2U
$. �,��c���� c��.���� o� a«c�a�r ����,����n�� o�����o� ts�,so�..........��
A. Introduction ........................................................................................................ 2�
B. �.eased Premis�s..---• .......................................................................................... 2�
C. L.icenses and Certificafions ...............................................................................29
�. �mployees ....................
......................................................................................
� �quiprnent ........................................................................................................... �9
�: Mours ofActivr'fy ................................................................................................21
9. AIRGRA�i S�L�S O��RpoiOFt {SA�O} .................................................................... ��
�4. Introduction ........................................................................................................ 22
�. �eased �remises ................................................................................................ ��
C. Dealership ...........................................................................................................22
9. Licenses and Cerfifications ............................................................................... 22
� f�ours of.�c#ivify ................................................................................................ 23
�D. AIRCRA�i Si�RAG� OP��A�OR (�r4S�) ..............................................................23
�. Introducfion ........................................................................................................ �3
�. L�ased Premises ................................................................................................ 23
C. f�ours o� Activity ................................................................................................ 23
1'�. AVIr4ilON S��VIC� SOL� �FZ4PR1�T0� .................................................................��
A. Infroduction .-• ..................................................................................................... 24
�. �eased �remises ................................................................................................ �4
C. �mployees ..........................................................................................................24
D. �quipment ...........................................................................................................24
�. Hours of Activity .....................................................................•----.............,..---... 2�
� Insurance Disclosure ............................•-----....................-----........................,.....25
12. OiH�R COMAlY�RCIAL A�ROIVAUiIGA� �C�Nf�I�� (�ASO} ................................�6
A. Introduction ........................................................................................................ 26
B. �eased F'remises ................................................................................................ �6
�. �mploye�s .......................................................................................................... 26
D. �'quipmenf ...........................................................................................................26
� l�aurs of.4ctivity ................................................................................................26
13. 5��� �'U�LIf�C ............................................................................................................27
A. Introduciion ........................................................................................................ 2�
B. �ermit/�pproval .................................................................................................27
C. �ueling Reports .................................................................................................. a�
Aviation Minimum 5iandards
City of Fort Worth A�iation De�artment (2017j
�id�T ��IRTH
ANAZZU h(
Tr4��� O�' CQi�iENTS
D. FuelSiorage and �quipment...-• ............................•---,...,...........................,..---,.2�
� Compliance wrth �nvironmental Laws .............................................................29
F. Remediation and Insurance Requiremenfs ...................................................... �9
G. Personnel ........................................................................•---,.,.......,.....................29
fH. �'ermif Revocatfan..........--•-• ............................................................................... �9
A�iation RAinim�m Standards
City of Fort Worth Aviation Department (2097}
�
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A�+t��'tc��
��FIIVIiI�IVS
D�FlNIiIOP�S AN� ACROI�YfNS:
For purposes of the Aviation Minimum Standards, #he foliowing words, phrases and
acronyms shall ha�e the mea�ings res�ecti�ely ascribed to them in this section:
AC — Ad�isory Circular
Aeronautical Acti�i4y — Any acti�ity or service that in�ol�es, makes possible,
facilitates, is rela�ed to, assists in, or is required for the operation of Aircraft; any
acti�ity that contributes to, or is required for th� safety of such operations; any acti�ity
that has a direct relationshi� to �he operation of Aircraft or the operation of the airport.
AFlall — Fort Worth Alliance Airpori
Agreement - A written cont�act enforceable by iaw, executed by bath parties,
between the City and an Er�fity transferring rights or inter�st in land ar�dlor
lmpro�ements andlor ofherwise authorizing the conduct of certain acti�ities.
�.ircraft - Any weight-carrying structure for na�igation in fhe air and that obtains
support by the dynamic reaction of the air fo any obsfructior� connecfed with the
s#ructure. Glide�s or ul#ralights, either powered or unpowered, helicopters, hot a�r
balloons, and airships will be considered Aircraft.
�oircraf� Charter Opera�or — A Commercial Op�rator engaged in on-demand
common carriage for persons or prop�rty, as defined in 14 CFR Part 135, or operates
in pri�ate carriage, as define� ir� 14 CFR Part 9 25, on the Airport.
Aircraft f�ainfenance Operator - An Operator engaged in pro�iding Aircraft
mainter�anc�, parts, accessories, and relafed components, as defined in 14 CFR Part
43, for Airc�aft other than those owned, leased, and/or aperated �y the �perator on
the airport.
f�ircraft IV�anagement Operator - An Operator engaged in the busi�ess of pro�iding
Aircraft management including, but not [imited to, flight dispatch, pifot services, flight
attendant servic�s, or Aircraft maintenance coordination to the public on the airport.
Aircraft F��ntal Operator — An O�erator engaged in fh� rental of Aircraft to the
public at the airport.
Aircraft �ales Operafor — An Operator e�gaged in the safe of Aircraft on the airpo�#.
This excludes individuals selli�g personally owned Aircraft, unless the individual
purchases Aircraft for the primary purpose of resale.
Aircraf� ��orage Operafor — An Operatar that owns or I�ases an Aircraft storage
facility andlor associated office or shop space on the airport and sells or subleases
such space to entities engaging in commerc�al or non-commercia[ aeronauticaf
activities.
Airpor� Roadway - Those portions of the airports designated and made a�aifable
temporari[y or permanently by the Director for �ehic�lar traffic and not located on
ground leased by others.
Avionics or Instrument �aintenance Oper�atio� — A Commercial Operator engaged
in the business of maintenance or alteration of one or more of the items described 'm
14 CFR Part 43, Appendix A(i.e., Aircraft radios, electrical systems, or instruments}
for Aircraft ather than those owned, ieased, andlor operated by the Operator on the
airport.
Aviation Minimum Standards �
City of Fort Worfih Aviation Deparimenf (2097)
1'�}R�� ��RiH
AVlA'I'I'; ��
���ir�i�io�vs
Gommercial Operator — An Entify t�at offers any product or ser�ice for which
compensation is recei�ed.
Cooperati�e Organizafiion �Co-op) — Multiple entities coming together for the
purpose of joint ownership in faci[ities, equipment, and/or fuel in order to canduct
Aeronautical Acti�ities at the Airport.
�irector -- The Director o�F the Aviation Depar�ment is responsible for t�e
administration, operations, ar�d rr�aintenance for all city-own�d and operated airports.
DIiS - Department of Homeland Security
�ntifiy - An individual, partnership, fimited liability company, corporation or othe�
business organization doing business or desiring fo do �usiness on one or more city-
owned general aviation airports.
�A/� - F'ederal A�iation Admi�istratiQn
�fighfi 7raining Oper�ator - Commercia! �perator engaged in providing flight
instructian to the pubfic at fihe airpart.
�ixed �ase Qperator (�BO) - A Commercial Operator engaged in the sale of
products, services and the renting or subieasing of facilifies.
�I�S — Fort Worih Spinks Airport
F'i1N — Fort Worfih Meacha� fnternationa! Airport
Improvements - All buildings, struct�res, additions, and faciliti�s including pavement,
fencing, and fandscap�ng cons#ructecf, insfalled, or placed on, under, or a�ove any
land on the air�ort.
Infrastrucfure - Runways, Taxiways, taxi lanes, aprons, helipads, landing pads,
par{�ing pads, na�aids, Airport Roadways, utilities, �tc.
Leased �remises - The land andlor Impro�eme�ts used exclusi�ely under
Agreement �y an Operator, lessee, or sublessee.
Limited Aircraft �ervices and Suppor� - Limited Aircraft, engine, or accessory
support sucf� as cleaning, washing, waxing, painting, upholstery, pro�eller repair, etc.
or other related Aircraft ser�ices and support acti�ities.
f�iscellaneous Gommercial Services and Support - Ground instruction, simulator
trainir�g, scheduling and dispatching, or any other refated commercEal services and
support acti�ities.
fV�inimum Standards - Those qualifications, standards, and criteria set forth as the
minimum requirements fo be met as a condition for the righ� to engage in activities at
city owned general a�iation airports.
IVon�Commercial Hangar Lessee - An Entity that owns or ieases an Aircraft storage
facilify on the airport far the purpose of storing Aircraft owned, leased, andlor
operated by the En�ity for non-cQmmercial purposes only.
i�on-Commercial �essee - An Entity that owns or leases an Aircraft and operates
the Aircraft for a pri�ate purpose. In the case of a business, the operation of Aircraft
rnusf be an ancillary acti�ity to support the business's purpose by pror�iding pri�ate
transportafion far the exclusi�e use of �ts employees, ager�ts, andlor customers. In all
cases, the Non-Commercial Lessee neither offers nor engages in commercial
ae�onautical acti�ities.
Aviation Minimum Sfandards
City af Fort Worth Aviation Depar#ment (2097J
F`URT �`'QR'�r�
AYIt1'L'I�lIY
��I�INI�IOi�S
Mon�Profit �rganization - An organization that is legally formed as a not-for-profifi
organization, as registered with th� Interr�af Re�enue Service under 5Q1{c)(3) or #he
State of Texas Non-Profi# Organization pro�isions. As a Not-For-profit Organization,
should an organization provide comenercial aeronautical acti�ities, �he organization
shafi be viewed as a Commercial Operator.
Operator - An Entity that has entered into an Agreement with the City of Fort Worth
A�iatior� Departme�t to engage in commercial aeronautical ac�ivities at the airport.
Permitfiee - An Entity that has written permission from the AWiation Department to
canduct an acti�ity at the airport accord�ng to the parameters established by a permi�.
Runway - An area of the airport develvped and ir�pror►ed for the purpose of
accommodating the landing and talceofF of Aircraft.
Specialized Aviation Service Operator (SASO} - A single service pro�ider offering
a specialized aeronaufical ser�ice such as Aircraft sales, flight training, Aircraft
maintenance, or avianics servfces. SAS�s shall not self fuel.
iaxiway - A defined pat�, us�ally pa�ed, o�er which Aircraft can taxi from one part of
an airpo�t to another excluding takeoff and landing.
TSA - Transportation Safety Administration
�SR � Transportatian Security Regulafions
A�iation 1lflinimum Standarcls 3
City af Fort Worth Aviation Department (2097}
�'„� ���a�rx
�!
Av��i�rc ��
ir�x��o�uc�io�v
�4. Purpose
IF�'��O�UCTION
The purpose of these Ar►iation Minimum Standards (Minimum Standards) is fo
encourage, prornote, and ensure:
1. The consistenf pro�ision of high quali#y aviatian �roducts, services, and
facilities at Fort Worth Alliance Airpor�, F'ort Worth Meacham Internatianal
Airport, an� Fort Worth 5pin�ts Airpor� ("Airports" when referred to
collectively or "Airport" when referred to indi�idually);
2. The development of high quality a�iation Improvements and amenities at
the Airports;
3. A�iation safiety and security at the Airparts;
4. The economic health of aviation Commercial Operators at the Airports; and
5. The orderly de�elopment of Airpor� property for a�iation purposes.
Aeronautical actiuities may be proposed that do not fall within the categories
designated herein. In such a case, a�propriate Minir-num Standards shafl be
established by th� City of Fort Wo�th {City) A�iation Depar�men# {Depar-tment) on a
case-by-case basis for such acfi�ities and incorporated into lessee's Agreem�nt or
opera#or's Agreement with a sublessee.
�. Regulations
These Minirnum Standards are subject to, but not limited to:
9. Federal A�iatian Regulations, Tifl� 14 - Code af Federal Regulations;
2. Texas Transportation Code, Chapter 22 - Coun#y and Municipal Air�orts;
3. For� Worth A�ia#ion Depa�tment Leasing Policy; ancf
4. Fort Worth Code of Ordinances, Chapter 3- Airports and Aircraft.
5. Fort Worth A�iation Schedule of Rates and Charges
lf the FAA determines that any proWision of these Minimum Standards, any pro�ision
of any Agreement, or any practice constitutes a grant of a prohibited exclusive right,
such prov�sion shall be deemed null and void and such practice shall be discontinued
immediately.
G. Effective �ate
These Minimum Standards shaN be in effecf upon adoption by the Fort Worth Cifiy
Council, u�less ���ealed by the City. The Minimum Star�dards, adopted June 16,
1992 {the "� 992 Standards, ") and the Minimum Standards adopted May 4, 2014
{the 2014 Standards) will continue to apply fo existing Impra�ements constructed
prior to the adoption of th�se Minimum Standards, unless the current Impro�ements
are in violation ofi the 1992 Standards at the time these Minimum Standards are
adopted. Unless expressly sfated otherwise, these Minimum Standards shall appfy
to all existing businesses and activities at the Airport as of the sixth month after th�
adopfion af these Mir�imum Standards.
Aviation Minimurn 5tandards
Ci#y of Fort Wort� Aviation Department (2097}
F��T ����rx
Av�rk�'�c �,�
D. Self Service
f Nif�4Dl�CiIOP�
An Aircraft owner or fhe Aircraft owner`s employees may perform services thaf may
include fueling, maintenance, or repair on the Aircraft owner`s Aircraft utilizing the
Aircraft owner's �ehicles, equipment, a�d resources (seif�service). An Aircraft
owner who engages in self-service activities may not perForm services for
compensation or hire. The right to engage in self-service activities is conditioned
upon compliance with applicable regulatory measures. See Section 17, Self Fueling
for additional requirements.
An Aircraft Maintenance Operator may defuel Aircraft, if necessary, far Aircraft
maintenance purposes only. Additionally, an Aircraft Maintenar�ce Operator may
refuel the defueled Aircraft folfowing pro�ision of required Aircraft maintenance.
Defueling and refueling shall not be construed to permit an Aircraft Maintenar�ce
Operator to engage in the safe of a�iation fu�ls as this activity is specificaily
reserved for an FBO (Section 4).
An Aircraft Maintenance Operator conducfing defueling and refueling af defueled
Aircraff shall ha�e adeq�ate and �roper fuel storage, prouid� the �epartment with a
Spil! Pre�ention, Control, and Countermeasures Plan for defueling, refueling, and
fuel storage, and conform witt� Section 4.D.
Co-op fueling is prohibited at the Airparts.
� Applicabilrfy
These Minimum Standards specify the standards andlor requirements that musfi be
met by any Entity engaging in a�iation aeranautical acti�ities at the Airparts.
Throughout these Minimum Standards, the words "standards" or "requirements"
shall be understood to be modified by the ward "minimum" exc�pt where explicitly
stated otherwise. Ar�y required determinations, interpretations, or judgments
regarding what constitutes an acceptable minimum standard or requirement, or
regarding compGance wifh such minimum standard or requirement, shall be made
by the Depar�ment. All entities may exceed the applicable Minimum Standards or
requirements. Na Entity shall be allowed to engage in aviation aeronautical
activities at the Airports under candifions that do not, in fhe Department`s sole
discretion, fulfy comply with these Minimum Standards, unless an exemption or
Wariance has been appro�ed in writing by the Director.
These Minimum Standards shall apply to any use af Airpart land or �mprovements
for the purpose of engaging in aviation aeronautical acti�ities.
� Varrance
The Department may, but is not obligated to, approve �ariances to these Minimum
Standards when special condifions or unusual circumstances exist.
Requests for a r�ar�ance must:
1. State the specific pro�isio�(s) for which the �ariance is being sought;
2,. Describe the proposed �ariance,
3. State the �eason for the proposed �ariance;
Aviation �il[inimum Standards �
City of Fort Worth Aviat�on DeparE�nent (2097)
�'o� �a�Tx
''�-_
AVtrl�'F(1`�]
INTRO�UC�I�f�
4. ]dentify the anticipated impact on the Airport (and other entities including
O�erators, lessees, su�fessees, use�s of the Airport, and fhe public); and
5. Identify fhe duration of the proposed �ariance.
Prior to tFte appro�al or denial of a �ariance, the �epartment shall conduct a re�iew
of all rele�ant information including the request for variance as wefl as any other
information fhat r�ay be requested or required by the Department.
In taking action or� a request for �ariance, the Departmer�t may grant the request
only when it is determined that:
�. Enforcemenf af specific pro�isions in these Minimum Standards will create
an unnecessary hardship or practical difficulty in the intended use of the
affected property;
2. The �ariance will not ir�jure the existing or permitted use of adjacent
conforming property in accordance with the Airport Master Plar�; and
3. The granting of a �ariar�ce is consistent with the purpose and intent af
these Minimum Standards.
Appro�al or denial of a uariance shall be determined by the Department of Aviatfon.
If appro�ed, the variance shall only a�ply to the particular case for which the
�ariance is granted.
An appro�al by the Department of a �ariance shall not ser�e to amend, modify, or
alter these Minimum Standards or any existing Agreement.
Aviafiion Mir�imum Standards 6
Ciiy of Fort Worth A�iatian Department (2097}
�`o��r �ou�r�
A'V[�1�'11 �M1
������ i�QU�f�������
A. Introduction
G�IV�RAL R�QUIR�I�IY�iVT'S
A!1 entities engaging in aeronautical acti�it�es at the Airports shall fully comply with
or exceed the requi�emenfs of this secfion as well as t�� Minimum Standards
a�plicable to Entify's acti�ities, as set for�h in s�bsequent sections.
�. Leased �remrses
An Entity shall lease or sublease sufficient land andlor lease, sublease, or construct
sufficier�t Improvemenfis for fhe ac�i�ity as required in these Minimum Standards.
Improuernents shall fully comply with appficable regulatory measures including, but
not limited to, zoning, buifding and fire codes, setbacks, access, ingresslegress,
drainage, ar�d �ehicfe parking.
Construction of any Improvements musf b� appro�ed in ad�ance by the
Department, in accordance with the Department's req�irements and any agency
having jurisdiction.
Leased premises requiring public access s�all �ave direct landside access. 5hould
landside access not ex�st, pedestrians or �ehicles needing access to the airfield
shall receive non-mo�ement area training or be escorted by an indi�idua! who has a
non-mo�ement area permifi.
Apror�s sho�ld be:
1. Contiguaus and separatecf by no more than a taxilane that allows Entity �o
taxi or tow Aircraft without crossEng a Taxiway or public roadway;
2. Of adequate size and weight bearing capacity fo accvmmodate the
mo�ement, staging, and parking of the largest type, size artd weight of
Aircraft the hangar was built to accommodate wit�out interFering with the
movement of Aircraft:
a. In ar�d flut of other facilities; andlor
b. Operating to, from, or on taxilanes or Tax�ways.
C. Facility f�iaintenance
Operafors, at their sole cost and expense, shall:
1. Maintain the Leased Premises, including all related and associated
appu�tenances, landscaping, paued areas, insfalfed equipment and �tility
services, oillwater separators, and security Impro��me�ts, in a clean, r�eat,
ord�rly, and #ully operafional condition cansistent with best practices and
equal or better in appearance and character to ofher similar Improvements
at the Airport, normal wear and tear excepted;
2. Provide all n�cessary c�eaning services for the Leased Premises, includir�g
custodial services, frash remo�al services, rema�al of foreign
objectsldebris, remo�al of spent o�ls or other fluids, cleaning of oillwater
separators, and any related services necessary to maintairt fhe
Aviation Minimum Standards
City of Fo�t Worth Aviation Depariment (2097)
F���'�'���x
�����F��
t��'N�F�r4� R�QUIFi�AdY�NiS
lmprouements in goad, clean, neat, orderly, and fully operational condition
consistent wit� best practices, normaf wear and tear excepted; artd
3. R�place andlor reimf�urse the Departmen# for, any �raperty damaged by
fessee, its activities, sublessees, customers, employees, �isitors, vendars,
su�pfiers, or contractors.
D. Products, Senrices, and h�acilities
Products, services, and facilities shoufd be pro�ided on a reasonabie basis to alf
Airpor� users.
O�erator shall charge reasona�le prices for each product, service, or facifity.
�. Licenses, �ermi#s, Cerfif�cations, and Ratings
Operator shafl obtain and require employees to o�tain, at Operator's or employee's
sole cost, all n�c�ssary licenses, permits, certi#ications, or ratings required for fhe
conduct of Operator's activities as required by any agertcy having jurisdiction prior
to engaging in any acii�ity at the Airpor�. Upon request, Operator or its em�loyees
shall provide copEes of such licenses, permits, certifications, or ratings to the
Department within 10 business days of date of request.
Operators, lessees, or sublessees engaged in any activity at the Airports, whether
using or occupying Airport land andlor Improvemer�ts or vtherwise, shall adhere io
the practices recommended by the FAA and the directives issued by the
Department.
� Employe�s
Operator shalf employ a qualified, experienced, and professional on-site manager
who shalf be fully responsible for the day-to-day management of Operator's
acfiWiti�s.
O�erator shall provide a supervisor on the Leased Premises ta manage Operator's
acti�ities and such person shalf be authorized to represeni and act on behalf of
�pe�'ator during all hours of acti�ifies with respect to the method, manner, and
cond�act of Operator and Operator's acti�ities. When such person is not on the
Leas�d Premises, such person shafl be a�ailable by telephone 24 hours a day, 7
days a wee�c.
Operator shall have an duty, an� immediately a�ailable during �ours of activity,
properly trained, and qualified employees in such numbers as ar� required ta fully
comply with these Minimum Standards and to meet the reasonable demands of
customers for each acti�ity being conducfed by Operator.
(�. �quipment and Vehicles
Alf required �quipment and �ehicles must be fully operational and available at all
times and capable of pro�iding all required products and seruices in a manner
consistent with inter�ded use. Equipment and vehicles may be una�ailable, from
time to time, on a temporary basis due to roufine or emergency r�aint��ance as
long as the equipment ar �ehicles are returned to serrrice as soon as possible.
Aviation IVlinimum Standards 8
City of Fort Worth Aviation �epartment (2097)
�[�T�T �(iH 1' h'
AY[A'I'I;.)I�
b. �ours of Activity
��N�RA� R�C,�UIREl4��i��S
Unless atherwise stipulated �n these Minimum Standards, Operatar's ser�ices shall
�e offered and a�aifable to meet reasonable demand of customers for the acti�ify
eight hours per day between the ho�rrs of 6:�D a.m. ta 10:Da p.m. Monday #hrough
Friday excluding holidays.
If not a 2417 operation, Commercial
information for after�tours service shall
appropriate and professional signage.
O�erator hours of acti�ity and contact
be clear�y posted in public uiew using
Operator or Non-Commercial Lessee shall desig�ate a responsible person for the
coordination of all procedures and communications and pro�ide point-of-contact
information to �he Department inc�uding fhe name and telephone number Qf the
primary ar�d secondary contacts. One of t�e contacts shall be available by
tefephone 24 hours a day 7 days a week.
1. Security
Operator and No�-Commercial Lessee shall fufly comply with t�e Department's
security requirements as applicable to #he Airports, Leased Premises, and
activities(e.g., Fort Worth Code of Ordinar�ces-Chapter 3, �4 CFR Part 139, as
amended, Transportatior� Security Reg�alat�ons.
Qperator or Non-Commercial Lessee must fully comply witF� appGcable reporting
requiremer�ts as establEshed by the Department, FAA, DHS, TSA, and any o�her
agencies.
J. Insurance
Operator or Non-Commercial Lessee shali procure, maintain, and pay all premiums
tl�roughaut the t�rm of its Agreement for the applicable insurance coverage and
amou�ts required by regulatory measures ar�d set forth in Attachmenf A, Minimum
Insurance Requirements, as amended from time to time, of these Minimum
Standards for each actiWity conducted. The insurance company or companies
underwriting the required po[icies shall be aufhorized to write suc� ins�rance in the
State of Texas, with an A.M. Best's rating of A- or abo�e.
When co�erage andlor the amounts set forth in Exhibit D Minimum Insurance
Requir�ments, are not a�ailable on a cammercially reasonabfe basis, appropriate
replacement coverage and/or amounts musf be appro�ed by #he Department.
The Department reserves the right to require additional or differenf typ�s of
insurar�ce cvverage based on an Eniity's indi�idual risks andbr exposures.
Wh�n an Entity engages ir� more than one acti�ity, it shali procure ar�d rr�ainfain
insurance for the combinecf total of t}�e minimum requirements of each activity. An
Entity shall procure and maintain insurance far all �xposures in amounts at leasi
equal to t�e greatest of the required minimum or as stipulated by the Department.
All insurance that Operator or Non-Commercial Lessee is �equired to carry and
keep in fuli force and effec#, shall name the City, and its representa#i�es, officers,
officials, employees, agents, and volunteers as additional insurecl. A!I insurance
Aviation Minimum Standards 9
Cify of Fort Worth Aviation Department (2097j
���T �a�rT�
Av��t�:��rr
C�N�Rp,� R�GtUI���V�h! fS
policies, including any Warkers' Comp, shail include a Wai�er of 5ubragation (Right
of Recoveryj i� favor of th� City o# Fort Worth.
L.iability policies shall cantain, or �e endorsed to contain, the following provisivns:
1. "The City indi�id�ally and collecti�ely, and its repr�sentati�es, officers,
officials, employees, agents, and �olunteers are to be covered as
additional ir�sured with respect to: liability arising auf of acti�iiies performed
by or on behalf of Entity; premises owned, leased, �ccupiecl, or use� by
Entity; a�dlor vehic�es, equipmenfi, or Aircraft owned, leased, hired,
borrowed, or operated by Entity. Such insurance shall pro�ide primary
co�erage and shall no# seek any confribution from any insurance or self-
insurance carried by the City";
2. "Such insurar�ce, as to the interest of the City onfy, shall not be in�alidated
by any act or neglect or breach of contract of Entity. Any failure to fully
comply with reporting or other pro�isions of the policies shall not affect
co�erage pro�ided to the City individUally and collecti�ely, and theEr
represe�tatives, officers, officials, employees, agents, and �olunteers.
Entity's insurance shafl apply separately to each insured against whom
claim is mad� or suit is brought, except with res�ect to the aggregate iimits
of the insurer's iia�ility"; and
3. "Co�erage shalf not be suspended, voided, ar cancelled by eit�er party or
reduced in co�e�'age or in limits except after 30 ca[endar days prior written
notice or 10 days prior written notic� for canceflatian for non-paymen# of
premium, by certified mail, return receipt req�ested, has been gi�en to
Department."
Certificates of insurar�ce s�all be delivered to the Depar�ment upon execution of any
Agreemenf, ar when appro�al is giuen by the Depar�ment to conduct any acti�ity at
the Airpo�t. Thereafter, Operator or Non-Cammercial Lessee shall pro�ide
certificaies of insurance io the D�par�ment eWery 12 months. In addition, Operator
or Non--Commercial Lessee shall furnish a certificate of insurance if any change, for
example, changing und�rwriters, co�erage, or amounts occurs.
The co�erage and amounts stipulated herein for each activity represer�f the
minimum co�erage and a�nounts that shall be mainfained by Operaf�r ar non-
commercial lessee, at all times, to engage in activities at the Airpor�. Operator or
Non-Commercial Lessee is encouraged to secure higher amounts.
4perator or Non-Commercial �essee shall, at its sole cost and exp�nse, cause all
Improvemer�ts on the Leased Premises to be icept insured to the full insurable
replacement cost with no depreciation, or as required by the lease for the
impro�emenfs, against fhe pe�ils of fir�, lightning, wind, haif, tornado, extended
coverage, andlor �andaiism. The proceeds of any such �r�surance paid on account
for any of the aforementioned perils shall be used to defray the cosi of repairing,
resforing, or reconsfructir�g fmprovements to the candition and location existing prior
to the casualty causing the damage or destr�ction, unless a change in design or
location is appro�ed, �n writing, in advanc�, by the Department.
Aviation Minimum S#andards ��
City of Fort Worth A�iation Depariment (2077)
FaI�T �aR�'H
avt�:r�crrw
G�i��RAL ��@UIR��E1ViS
Operatar or Non-Commerciaf �essee with known en�iror�mental confamination
exposures shalf be required #o secure appropriate environmental liability insurance
with ca�erage amounts ap�ropriafie far the type and le�el o� en�ironrrzental
contaminatian exposure risk, as determined by the Departrnent.
K Indemnification and f�old barmless
Each Entity shall defend, indemnify, save, protect, and hold harmless the City and
ifs representati�es, officers, officials, employees, agents, and �olunteers from anc!
against any and all actual or alleged claims, demands, damages, expenses, eosts,
fees, including, but not limited to, attorney, accountant, paralegal, expert, and
escrow fees, fines, environmental cosfs, andlor penalties that may be irr�posed
upon, claimed against or incurred or suffered by the Cify in whole or in part, directly
or indirectly, arise from or are in any way connected with any of the �Following,
except to the extent resulting from t�e C�ty's negligence or wilf�ul misconduct:
1. Any act, omission, or negligence of Entity or Entity's partners, officers,
Direc�ors, ager�ts, employees, in�itees, or contractors;
2. Any use, occupation, management or control of the Leased Premises by
Er�tity, whefher or not due to Entity's own act or omission;
3. Any condition created in or about the Leased Premises after the effective
dafe; and
4. Any breach, �iolafiort, ar nonperfiormance of the Entity or the Entity`s
obligations under any Agreement.
a. In the e�ent a party indemnified hereunder is responsible, in �art, for
fhe loss, the indemnitor s�all not be relieved of the obligation fio
indemnify; howe�er, in such a case, liability shall be assessed in
accordance with State of Texas principles of comparatir�e fault.
b. ln the e�ent of an en�ironmental contaminating accident, to include
all leaks, spills, or other damage that may result through the
handling, starage, andlor dispensing of fuel, or an inc�dent ca�sed
by Operator or non�commercial lessee, its employe�s, its �er�dors,
its suppfiers, its contractors, or any other Entity associated with any
Operator or Non-Commercia! Lessee or any Entity �iolafes any
en�ironrr�en#al faw, Operator, non-commercial lessee, or Entity shall
accept total responsibility and defend, indemnify, sa�e, protect, and
hold harmless the City and its representati�es, officers, officials,
employees, agents and volunteers.
Nothing herein shall constitute a waiver af any protection available to th� City and
their representatives, officers, officials, employees, agents, and volunteers under
the State of Texas go�ernmental immunity act or similar statufory pro�ision.
L. �nforcement
In the e�ent an Er�tity fails to camply wit� the Minimum Standards, the Department
shall send a writfen statement of �iolation to such Entity at its last known address.
The Entity shall ha�e 3� calen�ar days from date of r�otice within which to provide a
response to fhe Department explaining why #he �iolation occurred and ta ad�ise the
Department that the �iolation has been corrected. If the Entity fails to cure the
Aviation llAinimum Standards � �
City of For� Worth Aviation DeparEm�nt (2097)
�t�RT �U��`u
ANATi[iN
�r�r���.� ���u������is
violation wifhin such time period, the De�artment shall ha�e the right �o suspend or
revolce fhe Entity's pri�ileges at the Airport, as the Departme�t deems necessary in
order to obtain a correction of the �iolation. In the event such �iolation is not
susceptible to cure within 30 calendar days, Entity shall have such additional time to
effecf a cure, as determined by the Depar�men#. In addi�ion, the Entity's record af
any such Wiolation shall �e considered any time the Entity submifs an appfication,
seeks permission, or requests appro�al from the Departm�nt.
f�l, fi�ultiple Acfivities
The Minimum Standards or requirements for combined acti�ities shafl not be:
�. Less thar� the highesf standard or requirement for each element wi�hin the
comf�in�d acti�ities; or
2. Greater than the cumulati�e standards or requirernents for alf of the
combined acti�ities.
Aviation Minimum Standards 12
City of Fort Worth A�iation Department (2077)
FoRT �����!�
Avt��i�{r�
�IX�� �AS� O��Rp,i�R (F�O)
A. Introduction
�IX�� �AS� Q��RAT�R (I��O}
These Minimum Standards shall not affeci any existing Improvements constructed
prior to date of promulgation of these Minimum Standards.
An FBO can meet the requirements �f Aircraft maintenance by arrar�gement with an
authQr�zed Operator who meets the Minimum Standards for Aircraft Maintenance
Operator and operates at the Airpart.
�. Scope of Activity
An FBO shall deWelop and maintain Standard Operating Procedures {SOP's) fio�
Aircraft fueling and ground handling fo ensure compliance with sfandards set forth in
AC 00-34A current version, "Aircraft Ground Handling and Servici�g". FBO's SOP's
shall include a training plan, fuel quality assurance procedures and associated
record keeping, and emergency response procedures to fuel spilfs and fires.
An FBO's SOP's shall be aWailable to the Department upon request.
An FBO should include #he following acti�ities, products and services:
� Aviation fiuels and �ubricants
Grou�d services, suppor� and
amenifies
• Aircraft maintenance
o Aircraft storage or parking
(apronitiedowns ar�dlor
hangars)
� Aircraft marshalling {direct to
parkir�g)
� Aircraft towing
� Oxygen services
� Nitrogen serr�ices
� Compressed air services
� La�atory services
o Potabfe water service
• Aircraft grour�d power (direcf
current)
� Baggage handling & related
services
� Concierge services
� Courtesy transportatian
� Grourtd transportation
arrangements
o Accommodation arrangements
• Aircraft catering arrangemen#s
o Aircraft cleaninglwashing
service
Any Enfify proposing to establish an FBO shall be ret{uired to meet fihe initial
minimum investment, as identified in the foflowing table:
�sk7ab��5h �n FHQ
��� C ��� F��
Minimum In�estment � $15,000,000 I $15,DOO,OOD � $3,0OO,OQD
�$15M initial in�estment or $1DM minimum initial investment with an additional $5M within 5 y�ars
afterthe initial lmprovements.
• The amount paid for existing Improvements may be considered as a part of the initial minimum
investment requirement.
. Market value appraisal may be considered to determine the initial minimum investment.
• Improvernents to existing Infrastructure may be considered as a part of the initial minimum
inves#ment requirements.
Aviation MMinimum S#andards �3
City of Fort Worth Aviation Departrnent (2097J
�'o�� �oRTx
avt���rx�
C. �eased �remises
�IX�� BAS� OP�{�AiOR (�BO)
FBO shall F�a�e adequate land and Impro�ements to accommodate all acti�ities of
the FBO anci al! appro�ed sublessees, including but nat limited to:
�eassd �ramisas �square �eetj
FBD Main Terminal Apron
Weight bearing capacity
Terminal building (total)
Gustornerlcommon area
Hangar (transient Aircraft parking}
Door heigh�lwidth
�. F'uel Starage and Equipment
.a�w
75,000
Group Ill
5, OOD
2,000
20,QQ[}
28'/120'
�
75,000
Group fll
5, 000
2,000
20,OD0
28'1120'
�rvs
6D,000
Graup I!
5,000
2,000
20,OOD
28'14 2Q'
An FBO shall de�elop, own, andlvr lease a f�ef storage facility and equipment at the
Airpor� in a locatian appro�ed by the Department and cansistent with the Master
Plan, Airpor� Layout Plan, andlor Land Use Plan. In no event shal! the total starage
capacity be �ess than:
F�el Storaga ar�d �quGpment � A�yfV I �TW FWS
Je# fuel �
Storage - minimum tatai capacity (gallons)
�quipment — minimum capacify of a refueling vehicfe
(gallons)
A�gas (�ptional)
�o,000 20,000 �2,aoo
5,440 5,000 3,000
Storage - minimum total capacity (galfans) 3000 3000 300a
Equipmer�t— minimum capacity of a refueling vehicle 750 750 750
(gallons)
o FSO shall have adequate and proper storage for waste fuel or #esi samples or the capabilify
ta recycEe same.
� Fuel storage facility must meet City fire code requirernents.
� For each type fuel, a fixed self-service fueling system is optional.
An FBO must retain ownership and responsibility of all fuels deli�ered ta fhe FBO's
storage facility under lease by the FBO and is responsible for the payment of all fuel
flowage fees owed with respec# to the fuel delivered to its storage facilities.
An FBO shall ha�e satisfactory arrangements made with a reputable aviation
petroleum supplier for the deli�ery of aviation f�efs.
An FBO si�ali provide the Departrnent with a written Spill Pre�ention, Control, ar�d
Countermeasures (SPCCj Plan that meets regulatory measures fior FBO's fuel
storage facilities and acti�ities. Any time t�e SPCC is modified, the updafed
documentation reflecting the c�anges shall be pro�ided fo the Department within
three business days ofi the change.
Aviation ii�inimum Standards ��
City of Fort Worth Aviation Department (2097)
�4RT �ORTH
A'v�n��inn
��x�� BAS� oP�RAT'OR (�Bo}
Fuel d�li�ered, stored, or dispensed by FBO shafl fulfy comply wifh the quality
specifications outiin�d in ASTM D � 655 Qet fuel} andlor ASTM D 1910 (avgas), as
a�plicable. Ensuring the quality of the fuel is the sole responsibility of FBO.
Each fuel storage facili�y, each refueling �ehicle and all fueling equi�ment shalf be
eauipped and maintained to fufly compfy with applicable regulatory measures
including, but not limited to those prescribec! by:
1. National Fire Protection Association {NFPA) codes;
2. U.S. Environmental Protection Act {EPA);
3. State of Texas;
4. Counties of Tarrant, Denfon, and Jahnson as applicahle;
�. City;
6. 14 CFR Part 139, Airporf Certification, Section 139.321 current �ersion,
"HandlinglStoring of Hazardous Substances and Materia�s"; and
7. Applicable currenf �ersion ACs including AC QO-3�4 "Aircraft Ground
Handling and Servicing", AC 15015210-5 "Painting, Marking and Lighting of
Vehicles Used on an Airpor#", ar�d AC 15015230-4A "Aircraft Fuel Storage,
Handling, and Dispensing on Airports".
Refueling �ehicfes sF�all be equipped with metering devices that meet applica�le
regulatory measures. One refueling �ehicle dispe�sing jet fuel shall haue o�er-the-
wing ar�d single point Aircraft servicing capability. Ail refueling �ehicles s�afl be
batfom loaded.
For a fixed seff-service fueling sysiem, the location and capacity of the system sha11
be approved by the Depar�menf. In addition, the system shall:
9. Be a�ailable and maintained by FBQ for public commercial use;
2. Ha�e adequafe ligh#ing and signage; and
3. Ha�e detailed and readily accessible inst�uctions for the proper and safe
operation of the system, emergency shut-off, praperly rated fire
extinguisher, and fuel sp�l! kit.
I�'. �ueling Reporis
On o� before the 15th calendar day of the subsequent month, �ach FBO shall:
�. Pro�ide a summary report to the Department identifying the num�er of
gallons af aviation fuel delivered to the FBO's fuel storage facility by fuel
fYp�;
2. Provide bilf of ladings, as received from fhe fuel supplier for fuel delivered,
in support of the summary r�port; and
3. Pay th� appropriate fees due to fhe Departmenf as stipulated in the
Department's Schedule of Rates and Charges.
Upon reques#, records and mefers shal[ be made a�aifable for review by the
Department or its designated represenfati�e.
� Ground Suppor't and �e►vice �'quipment
The fallowing I�st of ground support and service equi�ment shall be provided by an
FB� ar authorized Operator at fhe Airport:
Aviation Minimum 5tandards ��
City af Fort Worth Aviation Department (2097)
�`��T �o�Tx
�������k�
��x�� �,�s� o�����o� ���o�
Oxygen cart Nitrogen cart
Compressed air unit La�atory service cart
Potable wat�r ur�i# Air� stair unit
Ram� marshalling �ehicle Ramp transpo�tation �ehicfe
Courtesy �ehicle Aircraft towing �ehicies
Tow barslheads Aircraft graund power (DC)
Aircraft wash rack Spill k�t
Equipment for securing Aircraft on the apron
Spili kits shal! include the necessary ec{uipment and materials to contain a�uel spill
and restrict fuel ar other hazardous materia[s from flowing into drains and other
areas in compliance with the Operator's SPCC plan.
G, bours of Acfivity
In addition fo the general requirements (Section 3.�), �he FBO shall make available
Aircraft fu�ling, parking, ground servic�s, suppar�, and amenities to meet
reasonable demands of customers during weekends, holidays and after hours.
�f. �mployees
An Operator shall employ fhe fallowing minimum number of employees who shal� be
a�ailable c#uring required haurs of acti�ity. A Line Service Technician may fulfill the
responsibil�ti�s of the Cusfomer Service Representa�ive unless the Line Ser�ice
Technician is performing duties off the Leased Premises. An FBO shall have at
least one supervisory Line 5ervice Technician trained in an FAA approved fire
safety pragram, as defined in 14 CFR Part '�39.321 current �ersion.
��nploye��
Line 5ervice 7echnician
During hours of activity
After hours on-call response time
Customer Service Representative
During hours of activity
1. �4ircraft F2emoval
AFyN
1 hour
��w �WS ..
9 'i
1 hour 9 hour
Recognizing that Aircraft remo�a! is the responsibility of the Aircraft ownerlO�erator,
an FBO should be prepared to lend assistance when a request is made by the
Department or the Aircraft ownerlOperator in order to maintain the operational
readiness of the Air�ort.
Aviation Minimum 5tandards "f6
City of Fort Worth A�iation bepartment (2097}
�'��� �����
a��t�r����
AIRCRA�� ��41IVi�IVp,NC� O��RA�OFi (S�4S0)
/�IRCR�►FT lVYfalhl7'�P��.F�C� O��RAiOR {�f�SOy
�4. Introduction
These Minimum Standards shall noi affect any existing Impro�emen#s construc#ed
prior to date of promulgatian of these Minimum Sfandards.
B. Leased Premises
An Operator ertgaging in if�is activity shall ha�e adequate Leased Premises, as
approved by the Department, to accornmodate alf acti�ities of Op�rator. In addition,
all Impro�ements shall meet alf appficable building and fire codes re�ated to #he
acti�ities
C. �mployees
An Operator shafl employ the following minimum number of emplayees who shall be
a�ailable during the required hours of activity as follows:
� Err�pkoyoos _ AF1N Fi4Ax F�NS
A & P M�chanic
Customer Service Repres�ntative
�1 1
1
1
m A second A& P Mechanic may fulfill the responsibilities of the customer service representative.
A�iation Minimum 5tandards
City of Fort Worth Aviation Depar#rnent (July 22 2014}
'� 7
�'O�T�[1Q�"H
�v���c ���
AVIOf�ICS O� IfdSiF�Uf��R�i
Mr4iIVT��lANC� OP�V�ATOR {SA50)
AVIOIVICS OR INSTRl1N��Ni MIAINT�Nr4fVC� p��RATOR (SAS�)
�4. Infroduction
These Minimum Standards shalf nof affect any existir�g improvements constructed
prior to date of promulgation of these Minimum Standards.
B. Leased �'remises
An Operator engaging ir� this acti�ity shall ha�e adequate Leased Premises, as
appro�ed by the Department, to accommodate alf acti�ities of Operator. In addition,
all impro�ements shall meet all applicable building and fire codes related to the
activities
C. Lfcenses and C�rtifications
An Operator shafl be pro�erly certificated by the FAA as a Repair Station, as
defined by 94 CFR Part �45 current version.
C�. �mployees
Operator shall empfoy the folfawing minimum number ofi employees wha shali be
aWailable durir�g required hours of acti�ity as foflows:
�mp]vyt��s
7echnician
Customer Service Representative
�n�w � F�w
1 1
1 9
F4US
1
1
� A second Tec�nician may fulfill t�e responsibilifies of the Customer Service Representative.
� �'quipment
An Operator shall pro�ide sufficient shop space, equipment, supplies, and
a�ailaf�ifity af paris as required for certification by the FAA as a Repair Station, as
stipulated in Operator's 14 CFR Par� 145 currertt version Repair Sfation Manuaf.
Aviation ivlinimum Standards �8
City of Fort W�rih Aviation Department (July 22, 2094)
Fa�T'�'a�r��
��t�i�c ��r
AiRGRAFT Ft�NiA� O�
�'�ICHT ��AINIRlG OP�R��OR (SASO)
AIRCRA�'i F7E'Ni�,L Of� F�IC�i�i TRAININ� OP�R�T�R (S�►SO)
,�. Iniroduction
These Minimum Sfandards shall not affect any existing Impro�ements constructed
prior to date of promulgation of these Minimum 5tandards.
A person holding a current FAA certified flight instructor cer�ificate, who pro�ides
occasional flight trai�ing and does nof make ffight training a�ailable to the public,
shall not be deemed a commercial activEfy.
An AErcraft owner seeking initial or recurrent training in their own Aircraft may
compensate a flight instructor for instruction fo the owner i� t�eir own Aircraft.
�, L.eased Premises
An Operator engaging in this activify shall ha�e adequate Leased Premises, as
approved by the Department, to accommodate all activities of Operator. In addition,
alf impro�ements shall meet alf applicable building and fEre codes refated to ihe
acti�ities
C. �'mployees
An Operator shalf employ the fol�owing minimum number of employees who shali be
a�ailable dUring required hours of acti�ity:
� Fil#�UyC @ 5
Flighi Training Operator
�'light Ins#ructor
Certificated Ground School Instrucior
Cus#omer Se€vice Representative
Aircraft Rental Operator
F'light Instructor(s)
Certificated Ground Schooi Instructor
��uv � �rv�
1 1
1 1
1 1
1 1
'! 9
fWS
1
1
1
1
9
• A Flight Instructor or Certificated Ground School Insiructor may fulfill the responsibilities of the
Customer Service Reoresentative unfess the emplovee is noi available.
AviaFion ii�inimum Standards
City of Fort Wor#h A�iation Department (July 22, 2094)
19
FURT �%RTN
Av���t�r�
AIRCRr4F'T R�NTA� �f�.
�LI�Hi iRp,INIiV� OP��A I �R (S/�SO)
�. �quipmenf
A� Operator shall t�a�e the foliowing number of properly certified and airworthy
Aircraft a�ailable for renta� or use in flighf training, as applicable. All Aircraft shall be
owned, leased, andlor operated by the Operator.
ERulpment AFYU FT�4 �1N�
Aircraft Rental Operator Aircraft
Fixed wing: single-er�gine 2 2 2
Flight Training Operator Aircraft
Fixed wing: single-engine 2 2 1
Helicopter 1 1 9
o One Aircraft must be IFR capable unless Flight Training Operafor is only providing sport pilot
training.
. If orovidina helicooter fliQt�t trainin4, it is required to own, lease andlor op�rate a helicopter.
Flight Training Operators shall proWide, at a minimum, adequate training aids
necessary to provide proper and effecti�e ground school instruction, in accordance
with the Code of Federal Regulations Par# 69 and or Part 141.
�. Hours of Activify
Operator shall be open and services shall be available to meet the reasonable
demands of customers for this acti�i#y as follows:
Haurs of A�tivlky
Hours
Days per week
Holidays
After haurs
AFW I F�vV I F7N�
8 haurs per S hours per 8 hours per
day day day
5 5 5
No Na No
Priar Prior Prior
arrangement arrangement arrangemenl
� Insura►�ce Uisclosure 14equiremenf
Any Operator conducting Aircraft rental or flight training shall �ost a notice and
incorporafe within its rentaf and ins#ruction Agreements, as well as pro�iding a copy
of such nofice to the Department, that;
'f . Identifies the insurance co�erages provided to the renter or student by
Operator;
2. Discusses when and haw the insurance coverages apply;
3. [ndicates where additional information can be obtained; and
4. Advis�s the renter or student that a�ditional insurance co�erage is
a�ailable.
Aviation f�inimum Standards 20
City of F'ort Worth Aviation Department (July 22, 2014)
�'oRT �a���
AV[,+�llc i�
Ai�c�,��� cb,����� o�
,�i�c�a�� n�a�a��nn�n�� o�����o� ��,�so)
.�.I�GRA�� CHAF�TER OR AIRCRA�T I�flI.ANAC�fP��P�� O��RAT4R (SASO)
A. Introductian
These Minimum Standards shalf nof affect any existing Improvemen#s consiructed
prior to dat� of promulgation of these Minimum 5tandards.
�. Leased Premises
An Operator engagin� in t�is activity shall have adequafe Leased Premises, as
approved by fhe Department, to accornmodate all acti�ities of Operator. In addition,
ali Improvemenfs s�all meet all appficable buifding and fire codes related to th�
acti�ities
C. Licenses and Cerfifications
An Operator shall ha�e all appropriate cer�ifications, licenses, permits, insurance
and approvaEs.
9. �mployees
An Operator shall employ the follawing minimum number of employees who shall be
a�ailable during required hours of acti�ity:
Emp�oy�,r�5
Commercial Piiot
AFVti! I FTW I ��S
1 I 1 I �
Cusiomer Service Representative f 1 I 'E I_ 1
• A Pilot may fulfill the responsibiliiies of the Customer 5ervice Representati�e un]ess the Pilot is
not availabEe.
An Operator shall employ on� C�stomer Service Representati�e as an em�foyee
who shall be ar►ailable during hours of activity. If an Aircraft Management Operator
is pro�iding pilot services, the Aircraft Management Operatar shall employ at least
on� Comrnercial Pilot as an employee who shall be a�ailable as needed.
� �quipmeni
An Operator shafl provide at least one cer�ified and continuously airwor�hy Aircraft,
either owned, leased, or operated by the Operatar, for the type of Aircraft charter
service being pro�ided that shall be equipped for and fully capable of flight under
instrument conditions.
F. �ours of �4ctivity
An Operator shall be open and ser�ices shall be available to meet the reasonable
demands of customers for this activity.
An Operator's initial respor�se to a prospecti�e customer's inquiry shail nof exceed
one hour.
Aviation {IAin'rmum Standards 21
City of Fort Worth Aviafion Department (July 22, 2074)
tiici ��f,R�i'�
A'V�A'i'I� I N
AIRCRAFi SAL�S O��Rr4TBR {5�►SO)
A. IratroductFon
a��c���� �a�,�s ����►Yo� �s,�so�
These Minimum Standards shail not affect any exisfiing Impro�ements constructed
prior fo date of promulgation of these Minimum Standards.
B. Leased �remises
An Operator engaging in this acti�ity shall have adequate
appro�ed by the Department, to accommodate all acti�itie
addition, all Impro�ements shall me�t all applicable building
to the acti�ities
C. Dealership
Leased Premises, as
s of the O�erator. fn
and fire codes related
An Operator, who is an authorized factory sales franchise, dealer, or distributor
either on a retail or wholesale basis, shall ha�e available or shall make auailable
with reasonable ad�ance notice at leasf one current model demonstrator of Aircraft
in each of its currently authorized product lines.
p. Licenses and Certifications
Employees shall be proper[y certificated by the FAA, current, and hold the
appropriate rati�gs and medical certification for providing flight demonstra#ion in all
Aircrafi offered for sal�.
�, ffours of Acfivr'ty
An Operator shafl be open and services shall be a�ailable to meet reasonable
d�mands of customers for this activity. The Operafor shall have a Customer Service
RepresentatiWe (C5R) a�aiiable or utilize another on-site Entify's CSR.
Aviation Minimum Standards 22
City of Fort Worth Aviation Department (Julq 22, 2014)
�'oR�r �a��rr�
AVI�1Tt(1�1
a«c��,�� s����,�� o�r����o� ��aso�
A. ln#roducfion
AIRCRAFT Si�R�►G� OP�R�fOR (SASO)
These Minimum Standards shali not affect any exis#ing Impro�ements constructed
prior to date of promuigation of these Minimum Standards,
,�. Leased Premises
An Operator engaging in this acti�ity shall have adequate Leased Premises, as
ap�roved by #he Department, to accommodate a�l acti�ities of the Operator. In
additian, a!I Improvements sha�l meet all ap�fica�fe building and fire codes related
to fihe acfi�ities.
C. Hours ofActivity
An Operatar shall ensure the facilities are readily accessible for Use 24 hours a day,
7 days a week including holidays.
Aviation Minimum Standards �3
City of Fort Worth Aviation Depar�ment (July 22, 2094J
�o�� i�o�cTx
av�n,t�rn
A1/1AilON S��ViC� SOL� �Ft4PRI�TO�
,�. Introduc�ion
av�,ario�v ���v�c� so�� ��o�Ri��o�
These Minimum Standards shall not affect any existing Impror�ements constr�cted
prior ta date vf promulgation of these Minimum 5tandards.
In recognition of the nature in which certain services are currently beir�g provided to
general a�iation cus#omers at the Airporfis, the City has established a special
Qperator category tf�rough which certain services can b� pro�ided to #he
owners/�perators of piston powered Aircraft.
An A�iation Service Sole Proprietor is a Commercial Operafor engaging in one of
#he following services:
r�
3
Aircraft Maintenance/Avionics Maintenance — pro�iding Aircraft
maintenance, parts, accessories, and related components, as defined in 14
CFR Part 43; providing maintenar�ce ar alteration of Aircraft radios,
electrical systems or instrur-nents as defined ir� �4 CFR Part �43, Append�x
A for piston pawered Aircraft ofh�r than fhose owr�ed, leased andlor
operated by the Op�rator on the Airport;
Flight TraininglAircraft Rental — pro�iding flight instruction andlor Aircraft
rental to the public at the Airport; or
A person holding a c�rrent FAA certified ffight instructor certificate, w�o
provides occasional flight training and does not make flighfi training
a�ailable to the public, shall not be deemed a commercial acti�ity.
An Aircraft o�rvner seeE<ing initial or recurr�nt training in their own Aircraft may
compensate a fiight instructor far ins�ruction to the owner in their own Aircraft.
B. �eased Premrses
Ar� Operator engaging in this activity shail ha�e adequate Leased Premis�s, as
appra�ed by the Departmer�t, to accommodate aEl activities of the Operator. In
addition, all Improvements shall meet all appficable building and fire codes refated to
the activities.
C. �mployees
An Operator may not employ any ofher persor�s oth�r than himselflherself on a f�ll-
tim� basis. The Operator shafl be properly trained, certified, and current far the work
being performed in accordance with requirements of the FAA andlor other regUlatory
bodies. Temporary part-time help or Temporary Specialized Aviation Service
Operators shall not be considered as full-tir�e employees.
I�, at any time, the Operator employs or provides compensation on a full fime basis to
any oiher person, other thar� the sole proprietor, the Operator will be required to meet
the Minimum Standards for the services being provided.
D. �quipmen�
Aircraft MaintenancelA�ionics Maintenance — the Operator shall ha�e all reasonably
necessary equipmenf for th� proper perFormance of ser►rices being pro�ided in
accordance with fhe manufacturer's specificatians and applicable FAA regulations.
Aviation Minimum Standards 2�
City of Fort Worth Avia#ion Department (July 22, 2014}
FoRT �o��H
�
Av���,��
Av�a�r�o� s��v��� so�� P�o�����o�
F'light TraininglAircraft Rental — t�e Operator shall have at least one properly
c�rtified and airwor�hy Aircraft awailable for the services offered. All Aircraft shalf �e
owr�ed, leased, and/or operated by the Operatvr.
Flight Training -- Operators shafl pro�ide, at a mir�imum, adequate training aids
necessary to pra�ide proper ar�d effecti�e ground school instruction.
�. I�ours of Activity
A� Operator shalf be npen and serv�ces s�all be a�ailable to meet the reasonable
demands of customers for this acti�ity.
� Insurance A�sclosure
An Operator conducting Aircraft flight traini�g or Aircraft rental shall post a notice
and incorporate within its ren#af and instruction Agreements, and pro�ide a co�y of
such notice to the D�partment, that:
1. Identifies the insuranc� co�erages provided to the renter or student by the
Operator;
2. Discusses when and how the insurance cvverag�s apply;
3. Indicates where additior�al information can be obtained; and
4. Advises ih� renter or stttdent that acfdifional insurance cor�erage is
a�ailable.
Aviation �in�mum Standards 25
City of Fort Worth Aviatian bepartment (July 22, 2094)
F�iici ��ItTI�
AYl A�Zt 1.�1
O�H�F� COIIAN➢�RCIA�, A�RO�'AU�ICAL ACTIViiI�S (S,�SO}
O�H�R COf�f1A�RClp,� A�ROIVAUTICAL AC�IVI f I�S (SASO}
�. Introduction
This section pertains to other comr-nercia[ SASOs engaging in Limited Aircraft
Services and Support acti�ities, Miscelfaneous Commercial Services and Support
acti�ities, or air transportation services �or hire activities, as follows:
1. Limited Aircraft Services and Support;
2. Miscellaneous Commercial Services and Support;
3. Other Air Transportation Services #�or Hire; a�d
4. Non-Profit Organizations.
These Minimum Sfandards shall not affecf any existing lmprovements constructed
prior to date af promulga#ion of these Minimum Standards.
�. Leased Premises
An Operator �r�gaging in this acti�ity shall ha�e adequate Leased Premises, as
approved by the Departm�nt, to accommodate all activities af the Operator. In
additior�, all Impro�ements shall meet all applicable bui�ding and fire codes related to
the acti�ities
C. .�mployees
An Operator shafl provide a sufficient number of employees to carry out activity in a
safe, secure, efficient, prompt, cour�eous, and professional manner whife also
meeting the reasonable �emands of customers for the activity.
D. �'quipment
An Operator shall ha�e, based at th� Airport, sufficient r�ehicles, equipment, and, if
appropriate, one c�r#ified and continuousfy airworthy Aircraf� either owned, feased, or
operated by the Operafor.
An Op�rator shall ha�e sufficient materials andlor supplies available to support the
acti�ity.
�'. F�ours of �ctivr'#y
An Operator shalf be �pen and services shall be a�ailable during the haurs
mainta�ned by qualified and experienced entities pro�iding comparable services
andlor engaging in similar acti�ities at comparable airports in fike markets.
An Operatar's services shail be available to meet the reasonable demands of
customers for the acfivity.
A�iation Minfmum 5tandards 26
City of F'ort Worth Aviation Department (July 22, 2014)
S�L�' FU�LfNG
�4. Introduction
Non�comme�cial entities engaging in self-fueling shall also be required to fully comply with
applicable reguiatory measures and submit an applicatian for a Self-�ueling Permit.
.B. Permit/Approval
No Entity shall engage i� self-fueling unless a �alid Aviation Selfi Fueling Permit authorizing such
acti�ity has been obtained from the Depar�ment. Such Entities shalf het-ein b� referred to as self-
fuelir�g Permittees,
The Aviation Self-Fueling Permit shal! not reduce or limit self-fueling Permittee's obligafions with
respect to these self-fueling standards.
Prior fo issuance, a self-fueling Permittee shali provide e�idence of ownership any Aircraft being
fuefed by self-fueling Permittee.
C. �ueling Reports
On or before the 15t" ca[endar day of the subsequent month, a self-�ueling Permittee shal�:
1. Provide a summary report to the Department identifying the n�amber of gallons of a�iafion
fuel deli�ered to fuel storage facility by fuel type;
2. Provide bill ofi ladings, as received from the fuel supplier for fuel delivered, in suppor� ofi the
summary report; and
3. Pay the a�propriate fees due to the Department as stipulated in the Department's Schedule
of Rates and Charges.
Upon request, records and meters shall be made a�ailable for review by the Department, ar its
designated representati�e. In the case of a discrepancy betw�en the amount of fuel reported to be
deli�ered fio th� self-fueling Permittee and the amount of fuel reported by the self-fueling Permittee,
the greater amount shafl prevail and the seEf-fueling P�rmittee shall promptly pay afl additional fiees
due the Department. The �epar�m�nt has the right #o terminate the self-fueling permit if any
violations in reporting are found.
�. �uel S�orage and �quipment
A self-fueling Permittee shall demonstrat� fhat satisfactory arrangements ha�e been made for the
storage of fuef through self-fuelEng Permittee's fuel storage facility andlor equipment �ocated in a
designated fuel storage area specifi�d ar�d approved by the Department and agencies having
j�risdicfion. Fuel sfiorage fanks shall be for the exclusi�� use of the self-fuefing Permittee only.
Entities authorized by the
Depar�rnent shalf lease land and construct or install an abo�e ground fuel storage tank in the
designated fuel storage area. In no e�ent shall the tataf storage capacity be less than fhe folfawing,
for the fuel fype utilizec�, as sp�cified on t�e self-fueling permit:
��el Star�ge �rtd Eqlri�snlent
Jat fuei �
Storage - minimum totaf capacity (galions)
�quipmenf — rtiinimum capacity of a refueling vehicle
(galfons)
,��v� � ��`w
10, 000 1 D, 000
2,000 2,000
�ws
10, 000
2,000
Avgas
5torage or Equipment - minimum capacity (gallons) 750 750 750
. Refueling vehicles shali be for the exclusive use of the self-fueling Permittee only.
. RefueGng vehicles are not perrnitted to leave the AirporE for #he purpose of obtaining fuel.
o �or each tvpe fuel utilized, a fixed self-service fueling system is optional.
Documentatior� shall be ar�ailable at t�e fuel storage facilities that identify the FAA N-number(s} of
the Aircraft permitted to be self-fu�led under t�e A�iation Seffi Fueling Permit.
A self-fueling PermEitee shall be liable and shall defend, indemnify, save, protect, and hold harmless
the Department for all leaks, spills, or other damage thaf may result fhrough t�e handling, sforage,
ancf dispensing of fuel.
Fuei deli�eredldispensed by a self fueling Permittee shall fully comply with qualify specifications
ouflined in ASTM D1655 (Jet fuel) andlor ASTM D 1910 (A�gas), as appficable. Ensuring the quality
of the fuel is the sole responsibility of the self-fueling Permittee.
Lettering, �to less than six inches in height, shall be on the side af the refueling vehicle that identifies
the FAA N-number(s) of tFte A�rcraft permitted to be se[f-fueled under fhe A�iatian Self-Fueling
Permif.
Refueling �ehic[es and all fueling equipment shall be equipped and maintai�ed to fully camply with
applicable regulatory measures but not limited to those prescribed in Section 4.F. of these Minimum
Standards.
A self-fueling Permittee shalf ha�e satisfactary arrangements made wifh a repu�able aviation
petroleum supplier for th� deli�ery of aviation fuels.
Prior to engaging in self-fueling, that incfudes transpor�ing fuel onto the Airpar�, a seff-fuelir�g
Permittee shall provide the Department with a written SPCC plan that meets applicable reguiatory
measures for fuef storage fiacilifiies and the self-fueling Permittee's acti�ities. An updated copy of the
SPCC plan sf�all be #iled with the Department at least 30 caiendar days prior to any planned change
in operations.
A self-fueling Permittee shalf de�elop and maintai� SOP's for �'�eling and shall ensure campliance
with standards set forih in AC 00-34A, "Aircraft Ground Handling and Ser►iicing". A sel� fueling
Permittee's SOP's s�all include a training plan, fuel quality assurance prace�ures a�c� associated
recard keeping, and em�rgency response procedures to fuel spills a�d fires.
�. Compliance with �nvironmenfal �aws
Fuel storage andlor the fixed fueling s�ation and all fueling equipment shalf comply with all applicable
federal, state and local en�ironmenta! laws, rules ar�d regulations. A self-fuel�ng Permittee shall
notify the De�artment immedfately upon fhe occurrence of any �iolat�on af the en�ironmental laws or
any event that may affect the environmental condition of t�e fuel storage facility and/or the fueling
station and all fueling equipment.
�'. Remedrafion and Insurance Requirements
A self-fuefing Permittee shalf be fulEy responsible far the violation of any environmental laws caused,
in whole or in par-t, by self-fueling Permittee, its officers, agents, servar�fs, employees, contracfors,
subcantractors, or in�itees, wheth�r s�ch �ialatian occurs during the cu�rent permit period, or during
a previous period in which the self-fuelir�g Permitte� operated the fuel storage facility andlor the
fueling statior� and all fu�lir�g equipment.
As assurance fo the Department that the self fu�ling Permittee is reasonably able io comply with the
requirements of fhis Sectior� 17, the self-fueling Perrnittee shafl procure and maintain an
En�ironmental Impairment Liability Insurance Policy that provides coverage, per occurrence, fo� any
incidents in�olving the fue! sforage facifity andlor the fueling staiion artd afl fueling equipment, in
accordance wit�t the Department's Minimum insurance Requirements.
G. �e�sonnel
With regard to safety procedures, self-fueling Permittee's fuel dispensfng em�loyees shalf be
praperiy trained in an FAA approved fire safety program, as defined in 14 CFR Part 139.321 current
�ersion.
hl. �erm�t f2evocation
A self-fueling Permittee shall not seil andlor dispense fuels fo based Aircraft or transient Aircrafit #hat
are not owned or feased, and operated by the seEf-fueling Permittee. Any s�ach selling ar dispensing
shall be grounds for immediafe re�ocation of fihe self-fueling permit by t�e Depar�ment.
V4
��hlf�i$ �
A�!!� Airpor� Rul�s �nd ���ui�ti�n�
February 24, 202�
For this addendum, the term "Operator" means a"Commercia�
Operator", as described in the City of Fort Worth Aviation Minimum
Standards.
�.� F�igh Pow►e� �n�ine �uns
The va�-ied range of aircraft operating at Fort Worth Allianee Airport
�AFW� include many powered by high-airflow turbojet and turbofan
engines. Main�enance necessary for the propulsion sys�ems on these
aircraft require �hat the engines be run at power-le�er--angle �PLA)
settings simulating the installed operational flight pro�File. This high-
power run up stresses the engine and it must pass this test to be cleared
�or flight.
The high-power engine runs take a considerable ier�gth of �ime, and the
high-velocity, high temperature (^'1500 °F), expansive noise con�ours
�dBA>100) characteristic of these run ups prohibit conduc�ing them on
the operator's ramp, or e�sewhere on the airfield without special
pro�isions. Alliance Air Services �AAS) can accommodate this testing by
utilizing �. � .�, � ��� ,w�.; �j �he blast
�
walls ','; -4 :�t; ,� ,,4 }� _ ,A�� located
on the � , ",��, �_}.l���y � `��,; _ . �'� � � -�, f� north
ramp
to the GDC
shown in
i, �, •
�y4 k .
` f �
+� ��#��1 � ��
_a
adjacent
hangar as
Figure 1.
1
V4
To utilize �his facility the aircraft must be taxied or towed into position
and secured by the operator. Operator personnel or their qualified
subcontractors will be required to initiate and monitor �he engine runs.
Also, to mitigate the o�erall risk of this �est aif persons authoriz�d to
super�ise or directly participate in engine ground running from the fligh�
deck who are not pilots or flight engineers must have received both
initia! and recurrent qualification for engine ground running du�ies.
A.2 Airport �e�nd�ry Se�uri�y
US Code 14 CFR 139.335, "Public Protection", and the City of Fort Worth
Ord. 16931, § 1, adopted May 9, 2006, as amended "Fort Worth Alliance
Airport Access" both require that the airport be secure from entry by
non-authorized personnef, wildlife, or �ehicles. As documented in the
Airport Certification Manuai �ACM), the principle means of achie�ing this
requirement is joint participation by all operators on the airpor� to
de�elop or revise the security section of the ACM plan. Key elemen�s of
the plan are �1) personnel access control, and �2) perimeter control -- a
physical barrier �fence) around the airport boundary and associated
technology.
d2.� Pers�r��el Security
Authorization for access to an operator's facilities is the responsibility of
that operator. ]dentifica�ion of personnef ass�gned to work on the
operator's ramp is necessary to maintain control of the mo�ement and
non-movement areas. Self badging of all personnef is strongly
encouraged. Training in the requiremen�ts of Part 139.329/303 �For all
personnel working on any public ramp is also required. All subcontractor
personnel or other non-cleared personnel will be escorted by approved
operator or AAS personnel at all times. The opera�or must also inform
and train his personnel to remain on their ramp and to stay clear of
2
V4
taxiways leading to adjacen� operator ramps unless specifically cleared
for this access by the AFW Airport Operations Manager.
A2.2 �erir�eter In�egri$y
Perimeter securi�y poses a significant challenge for the AFW. Layers of
security �hat include fences, cameras and patrols are necessary to meet
the challenge of securing this large and complex airpor�.
The righ� of access to the airport grounds to conduct flight operations is
granted to each operator by § 3-2�4 "Access Permit" o�F the City Code.
However, § 3-283 "Off-Airport Parcel Uses; Access Area; Access
Taxiways; Prohibited Uses." prvvides that "the [operator's] access area
shall be separated from the remainder of the off-airport parcel by a wall,
fence or other physical barrier. The city or the au�hority responsible for
operation and safety of the airport [AAS] shall have the right to enter the
access area to inspect or perform other regulatory requirements. Afl
safety and operational rules and regulations applicable to the airport
sha�l be applicable to [operator's] access areas. No rules or regulations
of the city shall affect the access right, o�ther than this article and the
regulations."
Accordingly, �he perimeter fence and entry gates surrounding the airport
are inspected daily by AAS to ensure they remain intact. Howe�er,
fencing and/or gates securing the opera�or faci�ities connect to the AAS
fence fio form the complete airport barrier. A breach of this part of the
fencing thus cons�itutes a breach of the o�erall airport and requires
immediate notification of AAS and corrective action by the operator.
Failure to respond with �he necessary actions in a t�mely manner may
result in re�ocation of the opera�or's access permit as stipulated in § 3-
284 and/or shall constitute a misdemeanor and be punishable as
provided in § 1-6 of the City Code. It is thus required that the operator
�erify the in�egrity of his portion af the airport perimefer fence daily.
Physical inspection is the preferred means for doing this, however, a
3
V4
combination of inethods using CCTV cameras, movement sensors,
and/or FAA-approved drone fly-o�ers are also accep�able.
��������� �
�'�I�Ti��l�
��
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���� �� �� � - � - . .._.�;_ -. . _ . _
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. , �,..r� . _ � : .._ . .. __ _ . .
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I_llcra���r� .'t�l P�rri,�_rr�f� �C ���rr �VC�tki �heer����ara:
�+l�err,�tft1 flfl� !� I rJ��'�t
Adopted by the Fort Worth City Council
September'15, �0�0
M&C a0-D638
TABLE OF CONTENTS
AVIATION DlRECTOR AUTHOk�ITI' — DEPARTMENT OF AVIATION (DOA) ......._ ................................... 4
ANNUAL ADJUSTMENT OF RATES ANQ CHARGES ............................................................................... 4
LANDING FEES FOR ALLIANCE AlRPORT ............................................................................................... 4
CommercialLanding Fee ...................................................•--•--................................................................. 4
Non-Commercial Training ar Maintenance Landir�g Fee .......................................................................... 4
Military O}�erations Landing Fees ............................................................................................................. 4
OFF'IC� SPACE ........................................................................................................................................... 5
Meac�am Administration Building ............................................................................................................. 5
Meacham Administrafion Building — 3� Floor Canference Center ............................................................ 5
�N�RANCE SIGN — Meacham and Spinks airport .........................................................•---..................... 5
HANGARSPACE ......................................................................................................................................... 6
T-Nangar Space - M�ACHAM .................................................................................................................. 6
T-Hangar Space - SPINKS ....................................................................................................................... 6
BDXHangar Space - SPIfVKS .................................................................................................................. 6
Community Hangar Space - Spinks .......................................................................................................... 6
StorageRooms - SPINKS ......................................................................................................................... 6
Aircraft Parking -- Mont�ly (city managed ramp space only) .................................................................... 7
AircraftParkirtg — �aily .............................................................................................................................. 7
LANl7LEAS� ................................................................................................................................................ 7
LandPer Square Foot—Annually ............................................................................................................. 7
AIRPORT ACCESS FEES (THROUGH THE F�NCE) ................................................................................ 7
Alliance Airport—Access Ordinance 16931-05-200� ............................................................................... 7
U.S. CUSTOMS FEES ................................................................................................................................. 7
MEACHAM INTERNATfOIVA� AIRPORT ................................................................................................. 7
Meacham International and 5pinksAirporis ............................................................................................. S
AIRPORTFUEL ............................................................................................................................................ 8
Fuelfarm USAGE fee ............................................................................................................................... 8
FuelFlowage Fees .................................................................................................................................... 8
MISCELLANEOLJSFEES ............................................................................................................................. 8
LateFees .................................................................................................................................................. 8
Fees reiat�d to Developrrtent on an Airport (Includi�g but not limited to Survey, Easements) ................ 8
�ease Assignrnent Fee ............................................................................................................................. S
Month-to-Month Leases ............................................................................................................................ 8
CONTRACTAMENQfUlEN7 FEE .............................................................................................................. 8
De�elopmenUnew Eease(s) fee ................................................................................................................. 8
KeyCopy Fees .......................................................................................................................................... 9
LEASEViOLATION FEES ........................................................................................................................ 9
PAGE 2 OF 10
ADDITIONAL PROVISIONS ................................................
Development Application .................................................
Lease �xpiration Penalty .................................................
Disclaimer........................................................................
.....................................
......................... �o
......................... 1 Q
......................... 10
......................... 10
PAGE 3 OF 10
AVIATION D�R�CTOR AU7HORITY — DE€'ARTM�PlT O� AVIATION (DOA}
The Director is authorized to assess orwaive fees that are not sp�cifically addressed in the Rates and Charges
such as the use of office equipment, carports, and miscellaneous consir�ctio� by Department resources, fees
assaciated with pri�ate devefopment and oiher a�iation related fees and charges that may occur on an
infrequent basis.
Lessee may not undertake or allow any party to undertak� any kir�d of aiteraiions, erection, improvem�nt or
other construction work on or io the premises unless it first requests and rec�iv�s approval from the �irector
or hislher authorized representative.
These rates and charges pertain to alf Fart Worth Airports unless otherwise noted per section.
A,NPlUAL ADJUS7i�ENT OF� RAT�S A�D CF�ARCES
Existing Lessee's which are subject to an annual Consumer Price Index (CPI) adjustment shall be adjusted by
one poinf eight percent (1.8%) as of Octaber 1, 2020, per the�r current lease agreement. Month-to-month
leases wil] reflecf current rates anc! c�arges as described below. The CPI adjustrr�ent is based on fh�
Cansumer Price Index, Dallas-Fort Worth far afl iJrban Cvnsumers for All items for November 20'f9.
��►P�91F�G ���5 ��� AL�IANC� i41�P�R7'
11lON-SICFlAiORY COfiIOMf�F�CIA�. LAN�IP!(a ���
A Commercial Aircraft Operation (Non-
5ignatory) is one that does not have a Use
Agreement with the CEty of Fort Worth; and
conducts operatians at Fort Worth Alliance
Airport under FAR Pa�ts 'f21, 125, 129, 135 with
a Maximum Certified Gross Landing Weighi
(MCGLW) over 4Q,Oa0 pounds. No landing fee
is assessed at Meacham or 5pinks Airports.
Landing Fee per �,000 pounds $ 1.80
Minimum Landing Fee $ 1�0.00
SIGNAiORY COMliA�itCIA� �AN�IRIG ���
A Commercial Aircraft Operation having a Cargo Operating Agreement for Fort Worth Alliance Airport appro�ed
by City Council qualify as a signatory operator.
Landing Fee per'�000 pounds $'i.�9
Minimurn Landing Fee $ 70.00
ilAl�l�'AFtY OP�RATIOfdS LAId�ING ���S
Military operations are exempt from landing fees if the aircraft �s acting on the behalf of #he military under the
jurisdictional con#rol of tt�e armed forces of the United 5iates or the National Guard. Foreign military aircraft
are subject to rates listed above.
PAGE 4 O� 10
o��ic� s��c�
�A�ACMA{4fl ApIWINIS��2A�lOI� �UI�.�ING
�ower �evel $ 14.501sq.f#.
First Floor $ 16.501sq.ft.
Second Floor $ 17.501sq.ft.
Third �loor $ 18.501sq.ft.
FBO 5pace $ 22.50lsq ft
Entrance Sign $ 100.Oalmonth
M�,4CHAW➢ ADiiIIIt�IST'f�A�ION �UILDIRlC —
�
F�ao� co���R�r�c� c�n����
�teo�tal F�ates Hvuriy l�ay �tate
Tenant {8-51 M-F) $ 50.Qfl $ 400.Oa
Tenant (Afterhours 1 WeeEcends 1 Haliday) $ 75.00 $ 675.00
City Department (8-51 M-F) $ 25.00 $ 250.00
City Departmer�t (Afterhours / Weekends / Holiday) $ 30Q.00
Non-Tenant For-ProfitlCommercial (8-5/ M-F) $ 500.00
Non-Tenant For-Profit/Commercial (Afterhours 1 Weekends / Woliday) $ 750.00
Non-Tenant Nan-Profit {8-5/ M-F) $ 25.D0 $ 250.00
Non-Tenant Non Proft (Afterhours 1 Weekends) $ 25.00 $ 300.04
,4tlditional �ees
Refundable Deposit $ 200.00
Set-Up & Tear-Down'� $ 75.00
Ciean-up Fee $ 75.00
*If multiple room set-ups are required, addrtional sef up fees may be assessed.
�.,�
�. _ __
If the room is needed for longer than 4 hours, an additional hourly rate will be determined based on #he ev�nf.
Contact the Aviation Administrative Offices at 817-392-5400 fo obtain information an the rental of the
Conference Center.
ENT�PICI� SiCN — flfl�ACHAIk� API� SPIf�KS Af
Entrance Sign $ 100.00Imonth
. � � ' ��
.� �� � ���.
���' ' � �n��ik���F'�' �;��
� ��4��
„ __—�._���
PAGE50F1a
bANG�� SP�C�
T-bARlGAR S�AC� - iIA�ACHARA
7-Hangar End Ur�it Space Improved $ 80.001monfh
T-Hangar �nd Unit Space UnimprovedlStorage $ SO.00lmonth
T-Hangar Space — 907 sf $ 425.00lmonth
T-Hangar Space — 983 sf & 997 sf $ 430.00lmonth
T-F;A�R�CCAR SPACi� - SPINKS
858 square feet $ 325.00lmonth
1,008 square feet $ 350.OQImonth
1,110 square fe�t $ 400.00Irnonth
'l,386 square feet $ �475.DOlmonth
1,650 square feet $ 500.00Imonth
1,698 square feet $ 525.00Imonth
�OX HAR1G�aR SPl�CE - SPIIdKS
3,000 square feet $ 950.00Imonth
3,600 square feet $ 1,250.00/month
6,600 square feet $ 2,1fl0.40/month
COii�ii�iUMITY FiANCAR S�ACFc - SPINKS
Singfe-engine piston $ 225.OQImonth
Twin-engine piston $ 320.00/month
�
570RAG� �OOt1iiS - S�INK$
Small Open $ 36.00/month
�.arge Open $ 72.QOlmonth
Closed $ 52.00Imonth
PAGE60F10
AI�CRR�T �ARKING —�IIOWTbLY (CITY NiANAG�D RAI91�� SPAC� ORlL
12,500 Ibs. and uncler $ 55.00Imonth
12,509 Ibs. ta 60,000 Ibs. $ 600.00
60,001 Ibs. to 900,000 Ibs. $ 900.00
100,04� fbs. to 3Q0,00� Ibs. $ 1,800.00
300,009 Ibs. and abave $ 2,254.40
AIRGRA�T PA�KING — �,�ILY
12,5�0 Ibs. and under (Meacham & Spinksj $ 15.00
12,500 Ibs. and under (Afliancej $ 2Q.00
�2,501 fbs. to 60,000 Ibs. $ 4Q.00
60,b0'1 Ibs. to 100,OOQ Ibs. $ 60.00
-100,0�1 Ibs. to 300,000 Ibs. $ 120.00
300,Od1 lbs. and abo�e $ 150.00
The daily rate will be applied for any parking on public aprons up to 24 hours. A[� weight calculatiorts are
based on Maximum Certified Grass Landing Weight.
�AND L����
LAN� ��R SQfJA�� FOOT — AiVNUALLY
Ground Lease Al[iartce $ 0.491sq.ft.
Ground Lease Ilfleacham $ 0.47/sq.ft.
Ground �ease Spinks $ 0.311sq.ft.
�If��O�i ACC�SS F��S (ib�O�GFi �'i�� �`�iVC�}
ALLIANC� A[RPOR�—ACC�SS ORDINANCI� 1f931-05-�006
Air carrier or large aircraft user � $ 1650.QOImonth
General a�iatlar� or small aircraft user $ 65Q.00/month
�.5. C�lST�IV�� ���5
1411�ACHAfVi IN�"�RPIATIQIdAL AIR�OR7
PAGE 7 OF 10
Ni�ACMAM ifdiERMATIONAL �.ND S�IWKS AlR�'ORiS
Fee is t�e land per square foot rate for the airport multiplied by fhe square footage of fhe hangar adjacen# to
the airfield.
AIR�OFtT �U��
�u�� �ARAA US�AGE ��E
A monthly fee is assessed to any tenant that self-fuels. This applies to FBO L�ased facili#ies or non-FBO
]eased facilities.
Monthly Rate All Airports $ 400.00
FU�L FLOWAG� Fr��S
The following fu�l #lowage fees are esfablished on all fuel delivered to the airports. Rates are ro�nded to the
nearest penny.
Fixed Based Operatars {Gallons} $ 0.18/gaflan
Self-Fueling (non-FBOIExclusive Use 7enant) (Gallons) $ 0.291gallon
� Operators which pay a landing fee at Fort Worth Alliance Airport are exempt from the fuel flowage fee.
� Guidelines for fuel flowage are outlined in t�e Minimum Standarcfs adopted as of August 15, 2017.
�1SC���AN�OUS ��.�5
LA�� ���5
Rent is due on the 13t of each month without demand. Monthly rentals and fees are subject to a late charge at
the rate of 10% of the manthly rental rate for each month, or portion of the month, that any monthly installment
is past due. A separate computation and payment of such late charge shall be made on the outstanding
balance that is past due. ihere'fore, if two monthly installments are past due, the late charges shall accrue on
the totaE outstanding balance.
���S �L�LATE� TO D�V��O�Ni�ld� O�' A[� AIRPORT (Including but root Ilmited to Survey. Easements)
The City of Fort Worth Aviation Departm�nt will obtain surveys on any property approvecE and negotiated to
move forward wifh deWefopment. The survey fee to be collected up front is non-refundable and is based on
Surveyvr's cost estimate. Need to change to �nclude ar�y fees related to development....surveys, inspections
or easements....but not limited to.
L�AS� rASSIC�IiiflE�IT F��
Meacham and Spinks Airport: Upon approval, if a tenant assigns their right, title, and interest of their property
to anot�er indi�icfual, a$1,000.40 lease assignmeni fee will apply.
IU�QPITH i0 MOPlTb LI�ASES
Month-to-month leases are subject to a'EO% premium abo�e the standard rate.
CONii�CT Aii11Ef����P1� ���
For tenant initiated contract amendments, a$ 400.00 fee will apply.
o�v��o����uri��w ��As�isa ���
Far new development a�piicafion or a new lease, a$ 100.{l0 fee will apply.
PAGF 8 OF 10
K�Y COPY ��E�
Replacement of lost keys or extra keys pro�ided for rental spaces are $ 10.00 �ach.
Keying fee, per door, is $ 50.00
GATE ACCESS
Each Card - $ 20.00
Access Renewal - $ 20.00
Toll Tag - $20.00
Replacement Cards - $ 25.00
LEASE VIOLAiIdR! F��S
En an effort to reduce the frequency of common lease violatior�s, and maintain consistency, the D�A has
established a lease Wiolation policy. To continue as a top tier airpart it is important that IUleacham ]nternational
Airpor� maintain compliance in all areas of airport operations. Lease violations include, but not limited to, the
following violation types:
�xam les of eneral �iolations re uirin s ecified time far corrective actian
• O�ergrown weeds/vegetation
• DebrislTrash
o Recreational vehicles
a Failure to obtain required D�A ap�rovals
� L.eftover construction materials and/or equipment
Examples of Lease Adherence Violations:
� Failure to submit proof af insurance andlor ins�rance renewals
� Re etitive ast due r�otifications
o Failure fo meet contractual deadlines
Exam les of safet and securit violations re uirin immediate corrective action
o Unauthorized parking of any kind
. Unauthorized gate acc�ss
� Otf�er safety violations
• Qther security �iolations
Lease �ialation fees will be imposed as follows, for occurrences of the same violation type
General, Safetv, and Security Violation Fees:
1st occurr�nce - verbal warr�ing
2"d occurrence - written warning
3rd occurrence - $ 100.00
4t'' occurrence - $ 500.00
�th occurrence - $ 500.00, including, and up to Lease termination.
Lease Agreemenf Adherence Violation Fees:
1 st Letter - $ 35.00
2"d Letter - $ 70.Ob
3�� Let#er - $ 'E 05.00
At the discretion of the DOA, Safety and Security violations may be subject to an immediate maximum fee
without verbal or wriiten warning.
After ti�e fiffh occurrence of the same violatian, Lessee shall maintain no �iolations for twel�e (12) caler�dar
months to a�oid further action, including Lease terminaiion.
PAGE90�10
���rrio�v�� ��ovi�ro��
��V��O�iV��WI AP�LICATIOM
For any de�eloper who wishes to enter into a graund lease with associated mandatory impro�err�ents, a Fort
Worth Aviat�on Departm�r�t Application must be completed and submitted, afong with the new de��lapment
fee. The information submitted must include all addi#ional materialsldocum�ntation requested on the
application. Once staff is in raceipt of the comp�ete packet, staff wilf begin the review process to determine if
the proposal is in the best interest of ti�e Airpart. 7he initial review process will not commence until aIl requesfed
materials are submit#ed.
L�AS� �XPI�iIO�d ��FdALiY
Any lease agreement t�at expires prior to the execution of a renewal lease where the tenant had at least 30
cEays to execute a new lease prior to tne expiratior� of the existing lease shall be subject to a l.ease Expiration
Penalty.
Suc� agreement shall automatically re�ert to a mor�th-to-month occupancy status and the tenant may be
required to pay a premium equal to 90% of the Aviation Department established fair market rental rate in
addition to the sfandard base rental rate, until such time as either a permanent lease is executed orthe tenant
vacates the premises.
DISCL/�119A�R
Any additional Rates and Charg�s will be at Market Value
PAGE100F10
Exhibit C
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Exhibit D
Exh ibit D— A_ f'filiate Operating AgYeeme�tt
FORT WORTH ALLIANCE AYRPORT
FORM OF AFFILIATE OPERATING AGREEMENT
ARTICLE 1- SCOPE OF AGI�EEMENT
This Agreement l�etween the City of �'ort Worth (the "City") and (the
"Affiliate") grants to the Affiliate certain rights to use facilities to conduct its air transportation
business as an Affliate of [SIGNATORY AIRLINE] (the "Signatory Airline") at Fort Worth
Alliance Airport (the "Airpori"). The Cargo Carrier Operating Agreernent between the City and
the Signatory AirIine, effectiv� as of April 1, 2021 (the "Cargo Agreement"), gives the Signatory
Airline the oppartunity to designate an A�fliate if certain conditions are met. The intent of this
Agreerr�ent is to adopt i�y reference various speci�ied provisions of the Cargo Agreement, and
make them applicable to the Affiliate. In consideration of these benefits, the Affliate agrees to
abide by alI of the tertns and conditians of this Agreement.
ARTICLE 2 - DEF�NITIONS
All capitalized terms used in this Agreement, if not defined within this Agreement, shalt
have the meanings specified in Ariicle 1 af the Cargo Agreement.
ARTICLE 3- TERM OF AGREEMENT
3.01 Ef#'ective Date. This Agreemerit shall take effect as of the date speci�ed in
Section 5.1.1 of the Cargo Agreement as the effective date af the Signatory Airline's designation
of the Affiliate, which designation and effective date shall be provided to the City in th�e farm
attached as Exhibit 1 and made a part hereof.
3.02 Termination Date. This Agreement shaIl terminate as of tlae earliest of (a) the
expiration or earlier tetmination date of the Carga Agreement; {b) the termination date of this
Exhihit D -�Affiliate Operating Agreeyraent
Agreement as pravided in Ar�icle I 1 below; or (c) the eff�ctive date of the Signatory Airline's
terminatior� of the Aff lia�e's status as an Affiliate of the Signatory Airline in accordance with
Section 5.3 of the Cargo Agreement which termination and effecti�e date shall be provided to the
City in the form attached as Exhibit 2 and made a part hereof.
ARTICLE 4- USE OF THE AIRPORT
For the operation of the Affiliate's Air Transpo�tation Busin�ss as an Aff liate of the
Signatory Airline, the Affiliate shall have the sa�nne rights as �he Signatory Airline under Articles
2 and 3 of the Cargo Agreemeni and shall be subject to the same exclusiotas and conditions
applicable to the Signatory Airline thereunder.
ARTICLE S- FEES AND CI�RGES
The Landing Fees and other fees charges due to the City for t1�e Affiliate's use of the
Airport facilities as an Affiliate oFthe �ignatory Airlix�e shall be calculated and paid in
accordance with A�icle 4 of the Cargo Agreerr�er►t. Airiine is subject to ihe saxne terms as the
Signatory Airline regarding Section 4.5 of the Cargo Agreement. T�e Security Deposit
requirements of Section 4.6 shall not apply to the Affiliate.
ARTICLE b-- AFFILIATE REPORTIlVG AND PAYMENT OBLIGATIONS
The Affiliate sball comply with and remain subject to Article 5 of the Cargo Agreement,
and to remain, with the Signatot-y Airline, jointly and severally lfable ta tne City for paym�nt of
all Airline Rents, Fees and Charges and for submission of all activity reports that are due to ihe
City for the Affiliate's use of any Airpor� facilities as an Affiliate of the Signatory Airline.
Tf the Affiliate executes and delivers to the City a cargo carrier agreement in subsiantially
the same %rm as the Cargo Agreement, and thus itself becomes a"Signatory Airline," the
Affiliate shaIl immediateIy terminate its status as an Affiliate of the Signatory Airline in writing
2
Exhibif D— Af�liate Operating Agreement
to the City; provided, however, that unless otherwise agreed to in writing by ihe Signatory
Airline and the City, the Aff liate shall remain responsible to the Signaiory Airline ar�d the City
for all payment and other obligafions that survive termination of this Agreement.
ARTrCLE 7 —1NDEMNIFICATION AND INSi_TR.ANCE
7.1 [ndemnification �bIi at'i�ons. The Affiliate shail be subject to and 6ound by the
same obligation to indemnify each Inde�nnified Party as provided in Section fi.l of the Cargo
Agreement.
7.2 ��surance Obli�ations. The Affifiate shall be subject to and bound by the
rnsurance obIigatians set fort� in Section 6.2 of tk�e Cargo Agreement.
AI�TICLE S— COMPLIANCE WITH LAWS
The Affiiiate shall be subject to and bound by Article 7 of the Cargo Agreement.
ARTICLE 9— CIVIL RIGHTS AND A�F[RMATIVE ACTION
The Aff liate shall be subject to and 6ound by Article 8 of the Carga Agreement.
ARTICLE 10 — NO LEASE
This Agx'eement does not constitute a lease between the Affliaie and the City with
respect to any premises, facilities, services, equipment, or otherwise at the Airport.
ARTICLE I 1— DEFAULT AND TERMiNATION
2�.01 Default. The occurrence of any event described in Section 9.1 of the Cargo
Agreement involving the Signatoty Airline or the Affiliate shall be considered an eveni of
default by the Affiliate.
21.02 Rexnedies. If the Affiliate shall be in default under this Agreement, the City shall
have the right to terminate this Agreement undet Section 9.2.1(a) of the Cargo Agreement.
ARTICLE 12 � ENVIRONMENTAL
3
Exhihit D —Affiliate Ope�ating Agreement
12.1 Er�vironrnental Com�liance. The Af�liate shail 6e subject to and bound by
Sections 11.1 thraugh 11.6 and Sections 11.8 through 11.11 of the Cargo Agreement.
12.2 Environmental Indemnit . The Affiliate shalI be subject to and bound by the
same obligation to indemnify the City as provided in Section 11.7 of ihe Cargo Agreement.
ART�CLE 13 --- ASSIGNMENT
Airline shall not, directly ar indirectly, assign, sell, hypothecate or atherwise transfer this
Agreement.
ARTICLE 14 - MISCELLANEOUS PROVISIONS
The Af�Iiate shall be subject to and bound by the provisions of Article 13 of the Cargo
Agreeix�ent.
ARTICLE 15 - NOTICES
Exc�pt as specifcally provided elsewhere in this Agreemeni, any notice given under this
Ageeement shatl be in writing and shall be delivered personally ar sent by certified or registered
mail, postage prepaid:
To City:
To Affiliate:
or to such other respective addresses as the parties may designate to each other in writing froxn
time to time. Notice by certified or registered maiI sha�l be deer�ed given three (3} days after the
date that such notice is deposited in a United States Post Off ce.
[The remainder of this page is inter�tionally left bIank.]
4
Exhibit D— Af�liate Operati�tg Agreement
IN WI'T'NESS W.HEREOF', the parties intending to be legally bound have executed this
Agreement this day oi 20_.
CITY OF FORT WORTH [AFFILIATE]
By:
Name: By: _
Title: Nam�:
Title:
E�hibit A to Aff liate Operating �reement
DESIGNATION OF AFFILIATE
[AIRLINE] {the "Airline"), a Signatory Airline under the Cargo Agre�ment (the "Cargo
Agreement"} with the City of k'ort Worth (the "City"}, effective as of , hereby
ciesignates [AF�`ILIATE] (the "Affiliate"} as its Affiliate at Far� Worih AIliance Airport (the
"Airport") in accordance with and subject to Article S ofthe Cargo Agreement.
1.. This designation is effective as of , 20�.
2. {a) Airline hereby represents to the City that the Affiliate [check at least one]:
❑ a parent or subsid�aiy of Airline or under the same parental control as AirIine, or
❑ otherwise operates under essentially the sazxxe trade name as Airline at the Airport
and uses essentially the same livery as Airline, or
❑ operates cargo feeder flights at the Aiz'poi`t under the dir�ctian and control of
Airline.
3. The Afiiliate has executed and delivered ta the City an Affiliate Operatin� Ag�eennent as
requ ired b� Section 5. �.1 of the Cargo Agreement.
�4. The AirIine hereby confirms and agrees that the Airline will pay to the City all Airline
Rents, Fees and Charges and ather charges due to the City for the Affiliate's use of the Airport
iacilities as an Affiliate of the Airline, and wilI submit to the City the activity reports required by
Section 4.4 of the Cargo Agreement and due to the City %r the Affiliate's use of the Airpark
facilities as an Affliate ofthe Airline.
5. The Airline confirms and agz'ees that it shall remain, with the Affiliate, jaintly and
severally liable to the City %r the payrr�ent of all Landing Fees and other fe�s charges and the
submissior� of all activity reports due to the City far ihe Affiliate's use of any Airport facilities as
an Af�Iiate af the Airline.
[AIRLINE�
By:
Narne
Title:
Date:
Airline's authorized representative
�
Exhibit D —Af�liate Operatir�g Agreement
Exhibit B to Affiliate O eratin A eement
NOTYCE OF TERMINATION OF AFF�LIATE STATUS
[AIRLINE] (the "Air�irte"), a Signatory Airline under the Cargo Agreennent (the "Cargo
Agreement") with the City of Fort Worth (the "City"), ef�ective as of , hereby
notifies the City that the Airline is terminating its designation of [AFFILIATE] (the "Affiliate")
as iis Affiliate at Fort Worth AlIiance Airport in accordance with and subject to Section 5.3 of
the Cargo Agreement.
This ter�nination of the Affiliate's status as an Affiliate of the Airline is effective as af
[DATE, NOT LESS THAN 30 DAYS FROM THE DATE OF THTS NOTICE].
[AIRLINE]
By;
Name
Title:
Date:
Airline's authorized representative
7
Official site oF tise C.�iy of Fort Warth, Texas
Ci� �`oun�ci� /������ �c���H
D�►TE: 3/9/2021 R�FERE[VCE**M&C 21- LQG 55AFW FEDEX LAND AND SPECIAL
NO.: 0184 P�AR�fl�: FACILITIES LEASE AMENDMENT NO 2
CODE: C TYPE: CONSENT��B��C NO
H�CARIf�C:
SIJ�J�CT: (CD 7} Autf�orize the �xecutian of Second A�nendment to Land and Sp�cial Facilities
Lease Agreement wiih Federal Express Carporatian Refative to the Use ofApproximately
168 Acres of Land and Facilities Being Situatec! at Fort Worth Alliance Airport on Lot 9,
Black 9, FEDEX Addition, City of Fork Worth, Denton County, Texas, Located at 2001
Worid Wide Drive, Fort Worth, Texas 7fi177 and a New Cargo Carrier Operat�ng
Agreemenf
REC�Ni[V�EMDA'C10N:
�t is recommended that the Ciiy CoUncil:
1. Au#horize the executior� af SecoRd Amendment to Land and Special Facilities Lease Agreement with
Federal Express Corporation relati�e fo the use af ap�aroximately 168 acres of land and facilities being
situafed at Fo�t Worth Alfiance Airport on all of �ot '[, Bfoc[c �, FE�EX Addition, City of �ort Worth, Denton,
Texas, Located at 200� World Wide Drive, Fort Worth, Texas, 76177; and
2. Authorize the execution of a new Cargo Carrier Opera#ing Agreement with Federal �xpress Corporation
at Fort Worth Alliance Airport.
Di5CU5SION;
The purpose of the M&C is to aufF�orize the execution of a Second Amendment to Land and Special
Facilities Lease Agreement with Federal �xpress Corparation relati�e to the contfnued use of 168 acr�s of
land and facilities owned by the City of Fort Worth at Alliance Airpor� to support their pacEtage sorti�g and
air cargo transport operations.
7he City Council, on Apri[ 11, 1995, approved Resolufion No. 2055 aufhorizing the City Manager to proceed
with t�e design phase of AIliance Airport fmpra�ements - Federal Express Soufihwest Hub.
On NoWember 21, �995, the Cify Council appro�ed M&C G-'f'l309 which authorized the City Managerto
submit to the Federal Aviatiort Adrninistratian an amendmenf fo the Alliance Airport Layout Plan thaf would
include the Federal Express site ir� the airPort baundary and increase the size of the Airpor�.
On March 26, '[ 996, M&C C-15358, the City Council:
1. Adopted a Resolution Approving a Resolution af Alliance Airport Authority, Inc. with respect to th�
issuance of Bonds for Federal Express Corporafion;
2. Adflpfed a Resolut�on Aufhorizing t�e Execution of an Operating Agreement and an Assumption and
Assignrrieni Agr�ernent with respecf to the facilities financed i�y the Alliance Airport Authority, Inc., for use
by Federal Express Corporation;
3. Authorized the City Manager to execute a Second Amendment to Management Agree�nent with Alfiance
Alliance Air Services relati�e to the revision of #he Alliance Airport Layout Plan to include the Federal
Express Corporation donated property as part af the Alliance Airporfi and to exclude paym�nts made iv the
C�ty or Alfiance A9rport Authority for tF�e �onci indebtedness as Airport Revenu� as d�fned �n the
Management Agreement; ancf
4. Authorized the City Manager fo approve t�e assumption of 'Right of F'irsfi Op�ortunify to Negotiate a
Lease".for Hillwood12470 Lfd. at Alliance Airpart, gran�ing Hilfwaod the �rst opportunity to negotiate a I�ass
of the property when the proper�y is no longer leased to Federai Express Corporation.
On or about April 1, 1996, the Alliar�ce Airport Aufharity, Inc. ("Authority"), and Federa! Express Corporation
{"F'ed�x") ent�red into a Land and Special Facilities Lease Agreement ("Lease") for the use of
approximately 168 acres of land ancf consfruction of facili#y impravements to be used by F'edEx, the
construcfion of which was financed #hrough the safe of tax exempt Special Revenue Bonds issued by the
Authority in the amount of $249,540,OOQ. The Agreement was for iw�nty-five (2�) years with a termination
date of April 1, 2U21. Cansideration for fhe Agreement was ihe repayment of the bond debt by FedEx.
Fed�x retired the debt in April 2p16 and has laeen paying $1 per year under th� ground lease payment
provision of the �ease.
The Autf�orify and FedEx contemparaneously with the execution of t�e Agreement, entered info an
Assignment and Assumptian of tF�e Lease dated April 1, 1996, (CSC 21i55), assigning to the City all right,
title and interest in #he leased premises and improvements, and con�eyed fee sirnple in#erest in the 168
acres to the City via Warranty Deec! dated Aprif 10, 1996, as recorded in Instrument No. 96-R0024070 in
fhe real property records of Denian Couniy, Texas.
On or a�ouf May 'I, 2006, the Authority and FedEx, with consent of the City, executed the First Amendment
to the Agreement via Resolufion No. 3332-04-2006, dated April �4, 200C to add provisions and make
necessary changes in order to move farward with the issuance of fihe refunding bonds.
Second �►mendmen4 4o I�and and Special Facilities �ease Agreement ("Lease"1
With the aid of two (2) appraisals of the pro�er�y a negotiated agreemenfi has be�n reached with FedEx to
amend and extend the Lease, set to expire on April 1, 2021, under the followEng terr�s and conditions:
Lease Term; 2D Years, effective April 2, 2p21 and expiring on April 1, 204r
8ase Rent:
$2,D12,474.20 annually, years 1-5
Base Rent to escalate 6\°/a on Aprif 1,2026, with 2\°/o annual rent adjustment starting in year 6 and
continuing each year thereafter during the remaining term of the Lease
Addi�ional Consideration:
Fed�x shall make qualifying capitaf improvements in tF�e amount of $20M prior �o March 31, 2041 - any
unspen� portion will be paid to the City at the end of the lease term or defauf�.
At least $15M oF the capital improvements must be made by March 31, 2026. If r�ot, Base Rent will be
increased by .0787\% of the unspent Porkion of the capital investm�nt o�figation through fhe remaining
term of the Lease.
Capita[ inves�ment may include facility expansion far a 11.5. Customs clearance opera�ion,
Cargo Carrier dperafing Agreemen�
Concurrently with the execution of the Lease extension, FedEx will enfier into a new Cargo Carrier
Operating Agreement to be cotermir�ous witF� the Lease under the following terms:
Term: 20 Years, effec�i�e April Z, 2021 and expiring on April 1, 2041.
Landing Fee Rate: $1..65 per one-thousand po�nds maximum gross weight of aircraf�, adjusted annually
based on the upward percentage change in the Consumer Price Index (CPI), or 85�% o� the City's
published Non-Signatory Landing Fee Rate, whichever is the Iessor.
Speciai Charges by the City are assessed far:parking on a public ramp, special licenses and permits,
special ser►iices requested �y FedEx and costs fvr removal of disabled aircraft. The raCe for �he Special
Charges is based on reasonable, documented out-of-pocket costs and expenses plus �wel�e percent
(12\%).
The Cargo Carrier Operating Agreement is prpjected to generafie first year revenue of approximafely
$1,385,000.00. U�der the Managerr�ent Agreement between the City of Fort Worth and Alliance Air
S@1"VEC@5, which manages Alliance Airpor�, Alliance Air Services receives sixty-fi�e percent (651%) of funds
collect�d under the Cargo Carrier Opera�ing Agreement and the Cifiy receives thirty-fi�e (351%) of the
funds. The funds are disbursed monthly to tf�e City of Fort Wort� Aviation Departm�nt. Cargo Carrier
Operating Agreements corr�ply with airport palicy as wefl as City, state, and fec�era! guidelines.
ADVISORY BOARD APPR�VAL: On February 4, 2021, t�e Aviation Advisory Board will vote to
recommend that #he City Council apprpve the New Cargo Carrier Operating Agreement.
Fort Warth Alliance Airport is loca#ed in Council �istrict 7
�ISCAL INFOR�ATIONICERTI�ICATfOP.R:
Ths Dir�ctor of Finance certifies thaf upan approval of the above recomm�ndation the Aviation Department
and the Financial Management Senrices Department have fhe responsibility for the collsctian and deposit of
funds du� to the City under #hese AgreerrEents. Revenue from the agreements are estimated at
$3,397,474.00 annually.
Fund DeparEmeret Account Project Program Activity Budget
ID ID Year
��
�und Department Account ProjecE Program ActiviEy Budget
fD ID ��xµ�N����� Ysar
Subr�ifited far Ci#�r iYianager`s Office by_
Originafiing DeparEment Head:
�►ddikional lnforma#iort Contact:
Fernando Costa (fi922)
Roger Venables (8334)
Roger Venables {6334)
Reference # E Amount
Reference #
CharfiField 2'
Amount
AT7ACbF�I�N7S
FEDEX LOCA�ION MAP.pdf