HomeMy WebLinkAboutContract 20060 MANAGEMENT AGREEMENT
BETWEEN
THE CITY OF FORT WORTH
AND
ALLIANCE AIR SERVICES, INC.
FOR THE
MANAGEMENT, OPERATION AND MAINTENANC CITY SECRETARY
FT. WORTH, TFX.
OF
FORT WORTH ALLIANCE AIRPORT
TABLE OF CONTENTS
ARTICLE PAGE #
Introduction
1 Term 5
2 Alliance Airport 5
3 Management, Operation and Maintenance of the Airport 5
4 Responsibilities of-the Operator 8
5 Compensation and Schedule of Payment to Operator and City 19
6 Additional Services 24
7 Planning and Development 25
8 Conflict of Interest Prohibited 25
9 Condition of Airport 26
10 FAA Requirements and Non-Discrimination 27
11 Responsibilities of the City 30
12 Assignment 31
13 Termination 32
14 Advertising and Promotion 34
15 Brokerage 34
16 Notices 35
17 Relationship of the Parties 36
18 Liability, Insurance and Indemnification 36
19 Subcontracting 39
20 Right of Access and Inspection 39
21 Invalid Provisions 40
22 Ground Lease Option 40
23 Miscellaneous Provisions 43
Remedies to be Nonexclusive 43
Non-Waiver of Rights 43
Non-liability of Individuals 43
Estoppel Certificate 44
General Provisions 44
24 Subordination Clauses 46
25 Venue 47
26 Entire Agreement 48
Schedule. 1 - Airport Reports 49
Schedule 2 - Operating Budget and Management Fees 50
Schedule 3 - Insurance Coverage 52
Exhibit A - Alliance Airport Layout Plan
Exhibit B - Airport Condition Survey
Exhibit C - Operating Staff
Exhibit D - Master Lease Agreement
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AGREEMENT
This Management Agreement is made and entered into this 5 day of December 1993, by and
between:
The City of Fort Worth, a municipal corporation organized and existing under the
Laws of the State of Texas, having its principal offices at 1000 Throckmorton, Ft.
Worth, TX. 76102, hereinafter, the "City"; and Alliance Air Services, Inc., a Texas
corporation, (formerly Pinnacle Air Services, Inc.), having an office at 2 2 5 0 A l l i a n c e Blvd.
D r t Worth, T X 7 617 7, hereinafter referred to as the "Operator". Operator's Federal Identification
Number is 75-2287869,.
WITNESSETH THAT:
WHEREAS, the City is the owner of an airport consisting of approximately 520 acres of land and
facilities known as the Fort Worth Alliance Airport, located in the Counties of Denton and Tarrant in the
State of Texas, as shown on Exhibit A attached hereto and hereby made a part hereof, hereinafter, the
"Airport"; and
WHEREAS, the City issued on December 14, 1992 a Request for Bids ("RFB") for the management,
operation and maintenance of the Airport; and
WHEREAS, the Operator responded to the RFB, and after due and careful consideration, the City has
determined that the Operator is the lowest responsible/qualified bidder and has awarded this contract to
C) the Operator/; and
F,
WHEREAS, the City and the Operator agree that this arrangement, providing for the continued
management, operation and maintenance of the Airport by the Operator, is in the public interest; and
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WHEREAS, the City desires to have the said Airport operated by the Operator as a public airport for the
benefit of the residents of the City, State of Texas and the general public, in a safe, efficient manner,
harmonious with the surrounding community in accordance with all applicable Federal, State and local
laws, rules and regulations; and
WHEREAS, the Operator intends and agrees that the said Airport will be operated as a public airport as
described above pursuant to this Agreement; and
WHEREAS, the Operator and the City desire to enter into this Agreement whereby the Operator will
manage and be responsible for the management, operation and maintenance of the Airport and may,
pursuant to an option under this Agreement, avail itself of a ground lease for the non-exclusive provision
of Fixed Base Operator ("FBO") services and other aeronautical activities to the general public at the
Airport; and
WHEREAS, the City desires to convey to the Operator and the Operator desires to accept the obligation
to manage, operate and maintain the Airport, together with the buildings, structures, fixtures,
improvements, runways, taxiways, roads, paved areas of every kind, facilities, additions, installations
and other property of the City located, to be located or which may be constructed therein or thereon by
the Operator, or others, during the term of this Agreement, all of the foregoing being hereinafter
collectively referred to as "Alliance Airport" or the "Airport".
NOW THEREFORE, in consideration of the foregoing and of the mutual covenants
and conditions herein contained, the parties agree as follows:
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ARTICLE-1
TERM
1.1 The term of this Agreement shall be for a twenty year period commencing on JanuarX 1 , 1994,
and expiring on December 31. , 2014, unless sooner terminated in accordance with the
provisions hereof.
ARTICLE 2
ALLIANCE AIRPORT
2.1 The Alliance Airport shall consist of:
2.1.1 A Parcel of land known as Alliance Airport, as described and shown on Exhibit-A attached
hereto and made a part hereof, consisting of approximately 520 acres of developed land,
including a control tower,roads, aprons,runways,taxiways and all associated infrastructure
and improvements.
2.1.2 All improvements now or hereinafter constructed on the Airport.
ARTICLE 3
MANAGEMENT OPERATION AND MAINTENANCE OF THE AERPORT
3.1 Operator is hereby conveyed the obligation to manage, operate and maintain, and hereby
agrees to manage, operate and maintain the Airport as shown on Exhibit A, together with
the buildings, structures, fixtures, improvements, runways, taxiways, roads, paved areas of
every kind, facilities, additions and installations and other property of the City located, to
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be located or which may be constructed therein or thereon by the Operator or others during
the term of this Agreement, in accordance with the terms and conditions set forth in this
Agreement. The Operator will not be obligated to manage, operate and maintain facilities
described in Article 4, 4.4 (7).
3.2 The Operator agrees that it shall operate, manage and maintain the Airport as a public
airport in accordance with all applicable Federal, State and local laws, rules and regulations
for the following purposes only:
3.2.1 For the handling and accommodation of passengers, crews and freight arriving at or
departing from the Airport by aircraft;
3.2.2 For the storage, parking, maintenance and servicing of aircraft in covered and open areas;
3.2.3 For the sale, maintenance, repair, servicing, overhaul, conversion and modification of
aircraft, and aircraft engines, assemblies, accessories and component parts;
3.2.4 For the storage of fuel and for the fueling of aircraft;
3.2.5 For the charter and leasing of aircraft;
3.2.6 For the storage, parking, maintenance, servicing and fueling of automotive vehicles,
automotive equipment and other equipment owned or operated by the Operator in connection
with the operation and maintenance of the Airport or for other purposes authorized
hereunder;
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3.2.7 For the operation of stores, concessions and other consumer service activities, reasonably
required for the accommodation of passengers, crews and freight arriving at or departing
from the Airport by aircraft, as well as other persons doing business with or who are the
customers, guests and invitees of the Operator or other users of the Airport;
3.2.8 For the fabrication, manufacture, testing or development of aeronautical products or
aeronautical materials which will be used or installed in aircraft at the Airport; and
3.2.9 For all administrative, operational, maintenance and other such related functions in
connection with the operation, maintenance and management of the Airport.
3.3 Exg 'as specifically provided herein, nothing contained in this Agreement shall be
construed to grant any right to the Operator to provide any goods or services to the public
at the Airport.
3.4 The Operator shall cooperate at all times with the provision of access to the Airport by
those persons or firms which are permitted access pursuant to the City's Access Ordinance
(Ord. No. 10113), as may be amended from time to time.
3.5 Nothing in this Agreement obligates the City in any way to take any action that is prohibited
by the 1968 Concurrent Ordinance adopted by the City of Fort Worth and the City of
Dallas, Texas regarding the Dallas/Fort Worth International Airport. The Operator agrees
that in the performance of this Agreement, it will do no act and cause no omission that is
inconsistent with, or that will.place the City in violation of, the 1968 Concurrent Ordinance
or any proceedings relating to the operation of the Dallas/Fort Worth International Airport.
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The parties hereto acknowledge that the duties of the Operator and the terms of this
Agreement may be qualified to the extent that the provisions of the 1968 Concurrent
Ordinance and proceedings relating to the operation of the Dallas/Fort Worth International
Airport govern the operation of Alliance Airport.
ARTICLE FOUR
RESPONSIBILITIES OF THE OPERATOR
4.0 Operator, at its cost and expense, shall assume the following responsibilities:
4.1 The Operator, pursuant to this Agreement, shall manage, operate and maintain the Airport,
in accordance with Federal law, under the direction and supervision of the City for the use
and benefit of the City and the general public seven(7)days a week, twenty-four(24)hours
a day, (or such other hours as may be prescribed by the City) throughout the term of this
Agreement. The Operator; at its expense, shall manage the operations of the Airport in a
safe and efficient manner and maintain it in a clean, orderly, safe and operational condition
in conformity with all applicable Federal, State and local laws, rules and regulations and
other legal requirements.
4.2 Prior to the execution of this agreement, the City and Operator will conduct a condition
survey of all facilities and properties located at or on the Airport, with the exception of such
facilities that are, as of the date of that survey, maintained by any agency of the Federal
government. The condition survey is attached hereto as Exhibit B and made a part hereof.
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4.3 In its operation, management and maintenance of the Airport, the Operator shall conduct
itself and fulfill'its responsibilities in a manner which is compatible with the interests of the
City, the users of the Airport and the communities surrounding the Airport. The Operator
shall perform all duties associated with sound, safe, innovative,prudent and efficient airport
management and operation and shall provide all services as are customary and usual to such
an operation, including, but not limited to, the following responsibilities:
4.4 The Operator shall assume, throughout the term of this Agreement, the entire responsibility
for, and shall perform at its own cost and expense all repair, rebuilding and maintenance
whatsoever of the Airport, whether such repair, rebuilding or maintenance be ordinary or
extraordinary, interior or exterior, partial or entire, foreseen or unforeseen, structural or
otherwise, and without regard to the cause thereof, including, but not limited to the
following:
(1) all runways, aprons and taxiways;
(2) all runway and taxiway lighting, markings and stripings;
(3) all navigation aids which are not maintained by the Federal Aviation
Administration(hereinafter, "FAA");
(4) all Airport vehicles, equipment, machinery and tools;
(5) with the exception of the aircraft rescue and fire fighting facilities, all Airport
grounds (including, without limitation, drives, driveways, sidewalks, parking
lots,perimeter fences, erosion prevention, grass cutting and removing or topping
trees and shrubs where and when necessary); and
(6) all Airport buildings and structures which may be constructed by or on behalf of
the Operator and including, without limitation, plumbing, electrical, sprinkler,
heating and air conditioning systems, apparatus and equipment; and
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(7) With the exception of facilities and improvements which are: (a) leased by the
City to third parties; (b) constructed.by lease holders on the Airport; and (c)
utility improvements which are constructed for the sole purpose of crossing the
Airport.
4.5 Operator shall also, on behalf of the City, perform.those administrative responsibilities
necessary to monitor the performance or nonperformance of the obligations of any Airport
tenant to maintain and repair its Leased Premises and improvements thereon and shall keep
the City apprised of the nonperformance of such obligations.
4.6 AVIATION SUPPORT FUNCTIONS
In a manner consistent with sound airport operating and safety practices, the Operator, at
its expense,shall:
(1) Provide, or cause to be provided, aircraft fueling services at the current level to
the general public,until such time as Fixed Base Operation("FBO") services are
available at the Airport, having due regard for the operational requirements of
the suppliers and consumers of petroleum products at the Airport.
(2) Subject to the provisions of section 4.6(1) above, operate and maintain, or cause
to be operated and maintained, any Airport fuel farm in compliance with all
applicable Federal, State and local laws, rules and regulations and the provisions
of Master Lease Agreement (Exhibit D of the Management Agreement).
(3) Operate, or cause to be operated, the common transient apron area, for the
benefit of the users thereof;
(4) Expeditiously remove or cause snow and ice to be removed from all runways,
taxiways, aprons,driveways,parking lots, sidewalks, steps and access roads; and
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(5) Visually check for and clean and remove all foreign objects from all runways,
taxiways, aprons and parking areas.
4.7 PLANS RULES AND REGULATIONS
Subject to the time limitations set forth in this Section 4.7, the Operator shall:
(1) Prepare and submit to the City, in conjunction with its Fire Department, for its
review and approval, within ninety (90) days from the effective date of this
Agreement, a review of, and if deemed appropriate, proposed revisions to the
Airport's Emergency Contingency Plan. Such plan shall set forth effective
procedures,in conformity with applicable Federal, State and local laws, rules and
regulations, to be implemented at the Airport in the event of: aircraft crashes,
incidents and/or accidents, both at the Airport and in the immediate vicinity
thereof; fires; hijackings; bombings; personal accidents; sudden illness; natural
disasters or any other emergency which might affect or imperil the health, safety
or security of persons or property or orderly and efficient airport operation. Said
plan shall be reviewed annually by the Operator or at such intervals as required
by the City and proposed revisions shall be submitted to the City as appropriate.
(2) Provide, in conjunction with the City Fire Department, such facilities, training,
supervision and coordination as may be reasonably required to implement the
Emergency Contingency Plan as required.
(3) Review and submit to the City, no later than one hundred twenty(120) days after
the effective date of this Agreement, the Airport's Community Information and
Relations Plan. Such plan shall identify all areas of community concern and
interest in the Airport and shall set forth specific, affirmative proposals and
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programs in response to such interests. The Operator shall implement such plan
in the form approved by the City. Said plan shall be thereafter reviewed by the
Operator on an annual basis and proposed revisions shall be submitted to the
Operator as appropriate.
(4) Review and submit to the City, no later than ninety(90) days after the effective
date of this Agreement, its proposed revisions, if any, to the existing Airport
Rules and Regulations as may from time to time be in effect. The Operator shall
review such rules and regulations on an annual basis and submit proposed
revisions to the City.
(5) Prepare, and submit to the City for FAA review and approval, and implement
as directed, aircraft noise abatement plans and procedures in accordance with the
City's FAR Part 150 Noise Plan when approved by the FAA.
(6) Annually prepare, update and submit to the City by August 1st of each year a
five (5) year Airport Capital Construction and Maintenance Implementation
Schedule and a five (5) year revenue and expense projection for the Airport
operation. That expense projection shall be consistent with that submitted by the
Operator in response to the RFB.
4.8 CITY CONTRACTS WITH THIRD PARTIES
(1) Perform, on behalf of the City, the administrative responsibilities of monitoring
or overseeing the performance of all City obligations pursuant to existing and
future agreements with all Airport tenants, permittees and concessionaires.
(2) Perform, under the direction of the City, the administrative responsibility of
monitoring or overseeing the performance of all City obligations pursuant to
leases with the Federal Aviation Administration.
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(3) Assist the City in developing and preparing written documents in accordance with .
applicable Federal, State and local laws, rules and regulations, for the
procurement of such aviation and related grants, services, equipment, materials
and supplies as may be necessary or desirable for proper operation of the
Airport.
(4) In connection with the solicitation of proposals and negotiation of leases,
concessions and other agreements as may be necessary or desirable for the proper
operation of the Airport in accordance with Federal, State and local laws, rules
and regulations, the Operator shall advise and recommend specific programs and
courses of action to the City and shall, on behalf of the City, implement such
programs and courses of action in conformity with applicable law and City
policies and procedures.
(5) Administer and monitor, on behalf of the City, all City agreements with airport
concessionaires, tenants and contractors, other than construction contractors, to
insure full and complete compliance with the terms and conditions contained in
such agreements, to insure that such agreements are carried.out in a manner
which is consistent with the proper operation of the Airport,provide coordination
to avoid or minimize disruption of airport operations and services and, on behalf
of the City,perform or cause to be performed all obligations imposed on the City
pursuant to such agreements.
(6) Procure such aviation and related services, equipment, materials and supplies as
may be necessary for the proper operation and maintenance of the Airport.
Purchases made by the Operator hereunder are made on the Operator's own
behalf and by the Operator as independent contractor and not as agent for the
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City. The procurement of equipment, materials, supplies and services will be
determined solely by the Operator.
(7) Notify the City at least four(4)months in advance of the forthcoming.expiration,
change or other deadline relative to leases, contracts and agreements at or
concerning the Airport.
4.9 REPORTS AND DOCUMENTS
(1) Prepare and submit such reports and statistical data as may from time to time
reasonably be requested by the City and such reports as are required pursuant to
Schedule 1 hereof.
(2) Assist the City in the submission of all applications and requisite supporting
documentation for all Federal grants and assistance for airport development,
planning, maintenance, management and operation and attend such conferences
with Federal, State and local officials as may be appropriate to assist the City in
obtaining such assistance or as requested by the City Manager.
4.10 ACCOUNTING AND FINANCIAL SERVICES
(1) Process Airport receipts and documents;
(2) Prepare monthly income and expense statements;
(3) Balance and reconcile the Airport operating accounts;
(4) Prepare and collect Airport billings and accounts receivable and prepare
associated reports;
(5) Bill, on behalf of the City, all monies due to the City in connection with the
Airport, including but not limited to Access Fees, ground rent, parking,
concession, fuel flowage and landing fees due pursuant to leases, contracts,
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concession agreements and arrangements with third parties conducting operations
at the Airport;
(6) Collect on behalf of the City all monies billed pursuant to subparagraph(5)above
and all airport fees including but not limited to Airport Access Fees, ground rent,
parking, concession, fuel flowage and landing fees under then current
procedures; the Operator shall use good business practices consistent with City
policy to collect all aforesaid monies but shall, in no event, be liable for bad
debts. Said collection practices shall be in accordance with all applicable laws;
but do not include the requirement that the operator file suit on behalf of the
City.
(7). Deposit on a daily basis all monies collected from the operation of the Airport
into a depository account established by the City for such purposes;
(8) Keep all records and accounts in accordance with generally accepted accounting
principles, consistently applied; and
(9) Assist the City in the preparation and maintenance of capital control inventories
of all City equipment, vehicles, machinery, tools and personal property situated
at the Airport.
(10) Disburse all monies as required to meet expenses incurred pursuant to the
approved Operating Budget in the manner prescribed by the City.
(11) Maintain City property and equipment records as prescribed by the City
Manager.
(12) Provide the City with a Surety Bond in the amount of$100,000 guaranteeing the
fidelity of the person or persons performing the Accounting and Financial
Services set out herein, and further guaranteeing their faithful performance
according to the terms of this Agreement. The bond shall continue during the
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full time that the Operator has possession of or access to any Airport revenues
or receipts, or any other City funds; and the form of the Bond shall be subject
to the approval of the City Attorney.
4.11 OPERATING BUDGET AND PLAN: CAPITAL BUDGET
(1) Prepare and submit to the City, prior to August 1st of each year, for the
following City Fiscal Year, a written Annual Operating Budget and a written
Annual Operating Plan.
a) The Annual Operating Budget shall itemize all anticipated revenues and
operating expenses and shall justify such items of revenue and expense with
supporting records and documents and in accordance with then existing City
procedures. The Annual Operating Budget shall not take effect unless and until
it is approved by the City and is consistent with the provisions of Schedule 2
hereof.
b) The Annual Operating Plan shall include, but not.be limited to: a
maintenance and repair schedule; a schedule of proposed airport fees; a list of all
aviation and aviation related concessionaires, contractors and tenants; a schedule
of all leases, concessions, contracts and agreements to be negotiated or
renegotiated; recommendations, if any, for revisions of the Emergency
Contingency Plan, Airport Rules and Regulations, Noise Abatement Plan,
Community Information Plan and the Airport Security Plan; recommendations,
if any, for non-capital improvements of airport facilities and acquisition of
equipment; a five(5)year projection of anticipated revenues and expenses based
on a comparison and prepared with reference to proposed and approved
long-range plans, industry forecasts and other relevant data; a schedule of
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proposed staffing levels of full-time,part-time and seasonal employees(including
Operator personnel and/or outside contractors)and any factors which may affect
airport operation and management. Appropriate modification of the Airport
Operating Plan shall be made as required to conform to the Airport Operating
Budget as adopted or amended.
(c) The Annual Operating Budget will present the Operator's best estimate
of the cost for the performance of the Operator's obligations under this
Agreement. The Operator shall use its best efforts to perform its obligations
hereunder within such budget, consistent with the provisions of Schedule 2.
hereof. If, at any time during a Fiscal Year, the Operator has reason to believe
that operating expenses which it expects to incur in the performance of its
obligations under this Agreement for the balance of such Fiscal Year, will exceed
the Airport Operating Budget as defined herein,the Operator will promptly notify
the City in writing to that effect. The notice shall state the estimated amount of
deficit for the annual budget period, together with appropriate supporting
documentation and evaluation of alternatives, if any, for curing same.
(2) Prepare and submit to the City, prior to August lst of each year, a written
Capital Budget for the following five(5) fiscal years. Such Capital Budget shall
include, but not be limited to, an appropriate construction schedule for each
project in accordance with City practices; a projection of the total and annual cost
of each project, evaluation of the availability of Federal, State or private
financing for each such project; and evaluation of the effect of each such project
on the Airport Master Plan and on airport operations;preliminary data to provide
order of magnitude cost estimates for each project; and a statement of all major
actions required to implement each such project.
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4.12 ATTENDANCE AT CONFERENCES AND MEETINGS
The Operator shall:
(1) Attend meetings called by the City and assist the City as requested in its relations
with the Airport users and surrounding communities.
(2) Confer with the City Manager, or his/her representative, and attend meetings
with officials and other persons as reasonably requested by the City to discuss
matters relating to the Airport.
(3) Confer and cooperate with groups interested in the operation of the Airport.
4.13 PERSONNEL
(1) On Site Personnel: The Operator shall employ an airport staff, hereinafter, the
"Operating Staff", composed of qualified persons who shall perform their duties .
at the Airport. Personnel shall be scheduled to provide the presence of a
sufficient staff during daily operations contemplated hereunder or such other
schedule as may from time to time be set by the City. The Operator shall
employ personnel, on a full-time, part-time or seasonal basis, as may be
necessary to fulfill its obligations hereunder.
(2) Airport Manager: The Operator's on-site agent shall be designated the "Airport
Manager," and shall supervise all on-site personnel and shall manage and
supervise the operation of the Airport in such a manner as to insure compliance
with this Agreement.
4.14 MISCELLANEOUS SERVICES
The Operator shall:
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(1) Cooperate and assist the City in dealing with the FAA, other City staff and all
Federal, State and local agencies in all matters relating to the operation of the
Airport.
(2) Use its best efforts to insure that pilots and aircraft operators utilizing the Airport
do so in the most noise conscious manner possible so as to minimize any adverse
impact to the extent possible, consistent with safe and prudent aviation practices
and procedures.
(3) Provide technical advice on airport operations, maintenance and development
programs and projects.
(4) Actively encourage the investment of private capital at the Airport and the
economic development of the area. .
(5) Use its best efforts to attract such prospective tenants, concessionaires and
contractors as may be desirable for the Airport.
ARTICLE FIVE
COMPENSATION AND SCHEDULE OF PAYMENT TO OPERATOR AND CITY
5.1 For the purpose of this Agreement the following definitions apply:
(a) "Fiscal Year" shall mean the twelve (12) month period commencing on the first
day of October of a year and ending on the last day of September of the
succeeding year during the term of this Agreement. The first full fiscal year
shall begin on October 1, 1994 and end on September 30, 1995.
(b) "Airport Revenue" shall mean any and all gross revenues and income of any kind
derived from the operation of the Airport or from access to the Airport from
Alliance Center for any Fiscal Year including,but not limited to, landing,access,
parking, tie down, concession and fuel flowage fees and land rents, determined
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in accordance with generally accepted accounting principles, consistently applied;
provided,however, that it shall not include the revenue generated by the conduct
of fixed base operations or other aeronautical activities at the Airport other than
the Airport land rent, flowage fees and other Airport fees applicable to such
activities. Payments identified in ground leases to compensate the City for bond
indebtedness or the City's share of profit for compensation for services provided
by the City from said ground leases will not be considered Airport Revenue.
(c) "Expenses" shall mean any and all Labor Costs and direct operating and
maintenance expenses paid, incurred or properly accrued by the Operator in
connection with its operation of the Airport pursuant to this Agreement,
determined in accordance with generally accepted accounting principles,
consistently applied,which may include depreciation, interest,amortization, debt
service on long term financing or other charges for capital; but excluding
overhead or indirect costs and any expenses generated by the conduct of fixed
base operations or other aeronautical activities at the Airport.
(d) "Labor Costs" shall mean, and shall be limited to, the total cost of wages and
salaries, Federal, State and local payroll taxes and vacation allowance actually
paid in accordance with the Operator's policy for the Operating Staff, including
social security; pension costs; unemployment insurance premiums; worker's
compensation; health insurance; group life and accident insurance and any other
similar employee benefit costs but excluding severance pay imposed on the
Operator by collective bargaining agreements, or established by the Operator's
policy for its personnel generally.
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(e) "Approved Annual Operating Budget" shall mean the Airport Operating Expense
budget prepared and approved by the City in accordance with Schedule 2, hereto
and made a part hereof.
(f) "Airport Profit" shall mean the excess, if any, of annual Revenues over the sum
of: the lesser of the Annual Operating Budget or Expenses for any Fiscal Year.
5.2 The City shall establish a depository account or accounts with a local banking institution,
hereinafter the "Depository Account", into which the Operator shall make daily deposits of
all Airport Revenue upon receipt of same. The City shall advance monies to the Operator
for the Operator's portion of the Airport Revenue from the Depository Account.
5.3 The City shall advance monies to the Operator no later than the fifth (5th) day and the
twentieth(20th)day of every month for the Operator's portion of the Airport Revenue. The
City's obligation to advance monies shall be limited to the funds available in the Depository
Account calculated solely on the basis of the Operator's deposits of Airport Revenue into
the account plus interest, less the City's portion of the Airport Revenue, and banking fees.
The City shall not be obligated to advance monies to the Operator in an amount in excess
of the funds available in the Depository Account.
5.4 The Operator shall pay all Expenses on a timely basis from its own account irrespective of
the availability of City advanced funds for such Expenses.
5.5 The Operator shall submit documentation to the City for its approval on or before the
twenty-fifth(25th) day of each January, April,July and October for the prior quarter of the
Airport's Fiscal Year activity. Said documentation shall be in a form and include
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supporting invoices and payment records as acceptable to the City and shall itemize the
following:
1) Total funds advanced to the Operator during the quarter documented.
2) Expenses, as defined in Article 5.1 (c) hereof, applicable to the quarter
documented.
3) The Approved Annual Operating Budget applicable to the quarter documented.
4) Any quarterly and cumulative short fall between funds advanced and the lesser
of Expenses or the approved Annual Operating Budget (items 1 and 3 above).
5) Any quarterly surplus between funds advanced and the lesser of Expenses or the
Approved Annual Operating Budget (items 1 and 3 above).
5.6 All documentation submitted by the Operator shall be subject to City review and approval
procedures.
5.7 The Operator shall account for its management, operation and maintenance of the Airport
as an Airport Enterprise Fund. The Operator shall prepare and annually submit to the City
prior to December 1 of each year, financial statements prepared in accordance with
generally accepted accounting principles, consistently applied, reflecting the status of the
Airport Enterprise Fund for the preceding Fiscal Year. Such statements shall be in
sufficient detail to reflect the following:
Annual Revenue to the Operator
Less: the lesser of Expenses or the Approved Annual Operating Budget
Equals: Annual Airport Profit
Plus: Prior Fiscal Year Retained Earnings
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Equals: Current Fiscal Year Retained Earnings.
Prior year retained earnings for the first Fiscal Year shall be zero.
5.8 All funds held in the Depository Account shall,at all times, be considered the property of
the City.
5.9 Operator's Revenue Sharing - During the first five years of the Agreement, the City shall
retain zero percent (0%) of the first $500,000, fifteen percent (15%) of the amount in
excess of $500,000 but less than $1,500,000 and then twenty and seven tenths percent
(20.7%) of the amount in excess of $1,500,000,during the sixth throughout the twentieth
year the City shall retain fifteen percent (15%) of the first$1,500,000 and then twenty and
seven tenths percent (20.7% of the amount.in excess of$1,500,000 of the Annual Airport
Revenue as defined in Section 5.1(b) of this Agreement. As a total compensation for all
services and obligations performed by the Operator under this Agreement, the operator shall
receive during the first 5 years of this Agreement one hundred percent (100%) of the first
$500,000, eighty-five percent of the amount in excess of$500,000 but less than$1,500,000
and then seventy-nine and three tenths percent (79.3%) of the amount in excess of
$1,500,000; during the sixth year throughout the twentieth year the Operator shall receive
eighty-five percent (85%) of the first $1,500,000 and then seventy-nine and three tenths
percent (79.3%) of the amount in excess of$1,500,000 of the Annual Airport Revenue as
defined in Section 5.1(b) of this Agreement.
5.10 The City shall have the right to audit and to examine all records, documents and accounts
prepared and used in connection with the Airport and performance by the Operator under
this Agreement and the Operator agrees to maintain and keep available such records,
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documents, and accounts for such audit and examination by representatives of the City for
a period of five years after the end of this Agreement.
5.11 The Operator shall, if directed by the City, engage a recognized independent accounting
firm acceptable to the City to conduct annual audits of the Operator's operations including
the Revenues and Expenses applicable under this Agreement in accordance with generally
accepted accounting principles consistently applied. The cost of the annual audit will be
considered as an Expense, subject to the provisions of Section 5.12 hereof. Without
limiting the City's rights pursuant to Article 20 hereof, copies of such audits shall be
promptly submitted to the City.
5.12 If an audit determines that the Operator has over reported to the City by more than 5% the
amount of expenses the cost of such audit shall be paid by the Operator.
5.13 Simultaneously with the execution of this Agreement, Operator shall provide the City with
a performance bond or other financial instrument acceptable to the City in an amount equal
to the Risk Amount stated in Article 13.2 hereof.
ARTICLE SIX
ADDITIONAL SERVICES
6.1 In the event the City desires to obtain Airport related services other than those provided for
in this Agreement, such as engineering design, drawings, specifications or construction
supervision for a particular capital project, or detailed airport and terminal traffic studies,
the Operator may compete with other firms by submittinga proposal or bid, as appropriate,
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for furnishing such services, which submitted may be either accepted or rejected by the
City.
ARTICLE SEVEN
PLANNING AND DEVELOPMENT
7.1 It is understood and agreed by the parties that the City may from time to time employ
consultants to study and analyze airport facilities and operations and/or for planning
purposes. The Operator shall cooperate with and assist such consultant(s), as requested by
the City, including, but not limited to:
(1) Collecting and appropriately organizing information concerning the Airport and
its operations with a view to supporting such planning or study;
(2) Submitting to such consultant(s) any appropriate suggestions and
recommendations that the Operator may develop as a result of its operations
hereunder; and
(3) Assisting the City in the review of any study or proposed plan.
ARTICLE EIGHT
CONFLICT OF INTEREST PROHIBITED
8.1 The Operator and its officers, employees and agents shall not, directly or indirectly, engage
in any transaction or activity which conflicts whether by definition of the common laws or
by applicable FAA rulings with the proper discharge of its duties or responsibilities under
this Agreement. Such prohibited activities shall include, but not be limited to:
(1) Any activity which would impair its independence of judgement in the exercise
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of its responsibilities under this Agreement;
(2) Any activity which would require the disclosure of confidential information
gained through its position as Operator of the Airport;
(3) Any transaction with any business entity in which the Operator or its employees
or agents has any direct or indirect financial interest that might reasonably tend
to conflict with the proper discharge of its responsibilities under this Agreement.
8.2 The Operator, its employees, and its agents shall be especially sensitive to potential conflicts
of interest, with respect to lease negotiations with prospective tenants who currently have
business relationships with the Operator or its agents.
8.3 Whenever the Operator has reason to believe that a potential conflict of interest may exist
with respect to itself, its employees or its agents, it shall immediately notify the City who
will make a determination as to the existence of any potential conflict.
8.4 The Operator shall insert the terms and provisions of this Article in any agreement it may
negotiate with third parties to provide services which are the responsibility of the Operator
under this Agreement.
ARTICLE NINE
CONDITION OF AIRPORT
9.1 The Operator accepts the Airport facilities and equipment "as is" and acknowledges that the
City has not made any representation as to the condition*of the Airport, or any buildings,
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structures, improvements, equipment, vehicles, machinery or tools situated at the Airport.
The Operator further acknowledges that it has inspected the Airport and the buildings,
structures,improvements,equipment,vehicles,machinery and tools situated thereat and that
it relies solely upon such inspection. Prior to the execution hereof, or as promptly as
practicable thereafter, the Operator and the City, shall jointly inspect the Airport and
identify any significant required repairs of existing facilities and equipment.
9.2 The Operator shall not undertake or commence or permit the undertaking or commencement
of any construction projects at the Airport, or any part thereof, without the submission of
detailed plans and specifications and obtaining the prior written consent of the City thereto.
9.3 Upon termination of the management agreement, for whatever reason, all improvements
constructed by the Operator on the Airport shall become the property of the City without
payment or compensation therefore. The Operator shall remove its personal property,
goods, chattels and trade fixtures from the Airport at the time of such expiration or earlier
termination of this Agreement. The Operator agrees to repair at its own cost and expense
any damage caused by such removal.
ARTICLE TEN
FAA.REQUIREMENTS AND NON-DISCRIMINATION
10.1 The Operator agrees to comply with, and to cause its officers, employees and agents to
comply with, all applicable rules and regulations promulgated by the FAA, the City and all
other applicable Federal, State and local laws, rules and regulations and to promptly obey
all orders, directives and requirements relating thereto.
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10.2 The Operator, for itself, its personal representatives, successors in interest and assigns, as
a part of the consideration hereof, does hereby covenant and agree that(1) no person on the
grounds of race, color, creed, sex, religion, age, physical or mental handicap, or national
origin shall be excluded from participation in, denied the benefits of, or be otherwise
subjected to discrimination in the use of the Airport; (2) that in the construction of any
improvements on, over, or under the Airport and the furnishing of services thereon, no
person on the grounds of race, color, creed, sex, religion, age,physical or mental handicap,
or national origin shall be excluded from participation in, denied the benefits of, or
otherwise be subjected to discrimination; and(3)that the Operator shall manage the Airport
in compliance with all other requirements imposed by or pursuant to Title 49, Code of
Federal Regulations,Department of Transportation,Subtitle A,Office of the Secretary,Part
21, Nondiscrimination in Federally-assisted programs of the Department of Transportation
Effectuation of Title VI of the.Civil Rights Act of 1964, and as said Regulations may be
amended, including the provisions of grant agreements heretofore or hereafter executed by
the City.
10.3 The Operator will comply with all Federal, State and City requirements with respect to
Affirmative Action in employment and participation of Minority Business Enterprises.
10.4 The Operator shall furnish any accommodations and/or services it may be required to
provide at the Airport on a fair, equal and non-discriminatory basis to all users thereof and
it.shall charge fair, reasonable and not unjustly discriminatory prices for each unit or
service.
10.5 The Operator shall operate the Airport so as to make Airport accommodations and services
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available to the public without discrimination on the basis of race, creed, color, sex,
religion, age, physical or mental handicap or national origin and shall not withhold its
accommodations or.services from any member of the public without just cause.
10.6 In this connection, the City reserves the right to take whatever action it might be entitled
by law to take in order to enforce this provision. This provision is to be considered as a
covenant on the part of the Operator, a breach of which, continuing after notice by the City
to cease and desist and after a determination that a violation exists made in accordance with
the procedures and appeals provided by law, will constitute a material breach of this
Agreement and will entitle the City, at its option, to exercise its right of termination as
provided for herein, or take any action that it deems necessary to enforce compliance
herewith.
10.7 To the extent legally required and applicable, the Operator assures that it will undertake an
affirmative action program as required by 14 CFR Part 152, Subpart E, to insure that no
person shall on the grounds of race, creed, color, religion, age, physical or mental
handicap, national origin, or sex be excluded from participation in any employment
activities covered in 14 CFR Part 152, Subpart E. The Operator assures that no person
shall be excluded on these grounds from participating in or receiving the services or benefits
of any program or activity covered by this subpart. The Operator assures that it will
require that its covered suborganizations provide assurances to the Operator that they
similarly will undertake affirmative action program and that they will require assurances
from their suborganizations, to the extent required by 14 CFR Part 152, Subpart E, to the
same effect.
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10.8 The Operator shall include the foregoing provisions in every agreement or concession
pursuant to which any person or persons, other than the Operator, operates any facility at
the Airport providing service to the public and shall include thereon a provision granting
the City a right to take such action as the United States may direct to enforce such covenant.
10.9 The Operator shall indemnify and hold harmless the City from any claims and demands of
third persons including the United States of America resulting from the Operator's
noncompliance with any of the provisions of this Article and the Operator shall reimburse
the City for any loss or expense incurred by reason of such noncompliance.
10.10 Non-compliance with any provision of this Article shall constitute a material breach of this
Agreement.
10.11 The Operator shall insert the terms and provisions of this Article in any agreement it may
negotiate with third parties with respect to the Airport so that said terms and provisions,and
the performance thereof, will be applicable to and incumbent upon such third parties the
same as if they were parties to this contract.
ARTICLE ELEVEN
RESPONSIBILITIES OF THE CITY
11.1 The City shall review all documents which are prepared by the Operator,and submitted to
the City under the terms of this Agreement; and City shall provide a response thereto in a
timely manner.
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11.2 The City shall provide to the Operator, rent free, a parcel of land on the Airport, not to
exceed .75 acres, for the provision of facilities the Operator may deem appropriate for the
conduct of its responsibilities pursuant to the provisions of this Agreement. The location
of said parcel shall be determined at the sole discretion of the City.
11.3 The City, as the Airport owner, will act as "Sponsor" for Airport improvements approved
by the City and eligible for Federal funding participation under the Airport and Airway
Improvement Act of 1982, as amended, or any successor legislation providing for similar
Federal funding participation.
11.4 The City shall provide aircraft rescue and fire fighting services at the Airport in accordance
with limited Index E requirements or other requirements as may be warranted by the type
and level of aircraft operations conducted at the Airport. City also shall be responsible for
the maintenance of the aircraft rescue and fire fighting facilities and appurtenances thereto.
11'.5 The City shall advance monies to the Operator from the Depository Account in accordance
with the terms and conditions of Article 5 hereof.
ARTICLE TWELVE
ASSIGNMENT
12.1 The Operator shall not assign, mortgage or transfer this Agreement or any interest herein
or any part hereof or any payments due hereunder without the prior written consent of the
City. Any such attempted assignment, mortgage or transfer without such prior written
approval City royal b the Ci shall be null and void and shall give the City the right,
at its sole
i
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discretion, to immediately terminate this Agreement.
ARTICLE THIRTEEN
TERMINATION
13.1 For the purposes of this Agreement, the following definitions apply: "Risk Amount" shall
mean the negative retained earnings, if any, accumulated by the Operator within the Airport
Enterprise Fund computed for the current fiscal year in accordance with Article 5.7 hereof.
13.2 At anytime the Risk Amount exceeds One Million Dollars ($1,000,000)the Operator shall
have the right to terminate this Agreement by giving the City written notice of its desire to
terminate. Such termination shall be effective upon the expiration of ninety (90)days
following receipt by the City of such notice. Under no other circumstances shall the
Operator have the right to terminate this Agreement.
13.3 Upon the default by the Operator in the performance of any covenant or conditions required
to be performed by the Operator, and the failure of the Operator to remedy such default for
a period of thirty(30) days after receipt from the City of such written notice, the City shall
have the right immediately to terminate this Agreement by giving written notice of
termination to the Operator.
13.4 Following Operator's receipt of notice of default as specified in paragraph 13.3 above,
should the City determine that the Operator is diligently remedying such default to
completion, the City shall withhold said notice of termination. If, however, the City
determines that such default is no longer being diligently,remedied to conclusion, the City
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shall have the right to issue said notice of termination and such termination shall no longer
be held in abeyance for any reason and shall become final without further notice to the
Operator. The determination of the City in this regard shall in all events be conclusive and
binding upon the Operator.
13.5 Upon the termination of this Agreement for any reason, all rights of the Operator under this.
Agreement shall terminate, including all rights or alleged rights of creditors, trustees,
assigns, and all others similarly so situated as to the Airport. Upon said termination of this
Agreement for any reason, the Airport, except for Operator's fixtures and other personal
property which may be removed from the Airport as provided elsewhere herein, shall be
free and clear of all encumbrances and all claims of the Operator, its tenants, creditors,
trustees, assigns and all others, and the City shall have immediate right of access for the
management, operation and maintenance of the Airport.
13.6 Failure by the City to take any authorized action upon default by the Operator of any of the
terms, covenants or conditions required to be performed, kept and observed by the Operator
shall not be construed to be, nor act as, a waiver of said default or of any subsequent
default of any of the terms, covenants and conditions contained herein. Acceptance of shared
revenue by the City from the Operator or performance by the City under the terms hereof,
for any period or periods after a default by the Operator shall not be deemed a waiver or
estoppel of any right on the part of the City to terminate this Agreement for any subsequent
default by the Operator.
13.7 If the Operator ceases to conduct its authorized Airport activities at the Airport for forty-
eight (48) continuous hours or for a period of five (5) days within any twelve (12) month
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period, the City may terminate immediately this Agreement by giving written notice,to the
Operator.
13.8 Upon default by Operator, and the giving of notice of the default and termination by the
City, the City shall be entitled to liquidated damages in an amount equal to the difference
between the Risk Amount and the negative retained earnings of the Airport Enterprise Fund
as of the date of notice of default to the Operator, provided retained earnings are negative
and the difference is an amount greater than zero.
ARTICLE FOURTEEN
ADVERTISING AND PROMOTION
14.1 The Operator shall not erect, install, place or use at the Airport any advertising or
promotional device intended to attract attention to the Operator as a business entity or
otherwise, including, but not limited to signs and electronic or radio loudspeakers, without
obtaining the prior written consent of the City. Nothing contained in this Article shall limit
the Operator's responsibility to erect informational, directional, warning or safety signs or
signals.
ARTICLE FIFTEEN
BROKERAGE
15.1 The Operator and the City each represent and warrant to the other that no broker or finder
has been concerned or involved in the introduction of the parties or preparation of the bid,
and that no broker or finder is, or may be, entitled to any commissions relating to or in
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connection with this Agreement.
ARTICLE SIXTEEN
NOTICES
16.1 All notices, consents and approvals required to be given by the parties hereto shall be sent
in writing, and shall be deemed given when received at the recipient's notice address;
provided, however, that notice that must be given by a certain time to be effective,and is
sent registered or certified mail, postage prepaid, return receipt requested, addressed to the
recipient's address shall be deemed given when posted. Notice that starts the running of
a time period and is delivered on a non-business day shall be deemed delivered on the next
business day, if left at the notice address, or the next business day, on which it is redelivered
if it is not left at the notice address.
16.2 The names and addresses of those representatives of each party to which notices shall be
sent are:
To City: City Manager and Director of Airport Systems
City of Fort Worth Meacham Airport
1000 Throckmorton 4201 North Main Street
Ft. Worth, TX. 76102 Suite 228
Fort Worth, TX. 76106
To Operator: Alliance , Services,R v d1
Fort Worth, TX 76177-4300
Such addresses shall be subject to change from time to time to such other representatives
or addresses as may have been specified in written notice given by the intended recipient
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to the sender.
ARTICLE SEVENTEEN
RELATIONSHIP OF THE PARTIES
17.1 By this Agreement, the City retains the Operator for the management, operation.and
maintenance of the Airport as an independent contractor. Nothing herein shall be construed
as creating a partnership or joint venture between the City and the Operator and the doctrine
of respondeat superior shall not be applicable as between the parties hereto. Likewise, the
Operator shall be solely responsible for the acts and omissions of its officers, agents,
employees, contractors and subcontractors. The Operator shall notify all potential
contractors, tenants and others that he has no legal authority to bind the City and that any
agreements negotiated with such contractors, tenants and others must be submitted to the
City for review, processing and approval in accordance with applicable law and City
procedures then in effect.
ARTICLE EIGHTEEN
LIABILITY INSURANCE AND INDEMNIFICATION
18.1 The City shall in no way, nor under any circumstances be responsible for any property
belonging to the Operator, its officers, agents, employees, licensees, invitees, tenants,
guests, contractors and subcontractors, which may be stolen, destroyed or in any way
damaged, and Operator hereby covenants and agrees to indemnify, hold harmless and
defined the City, and its officers, agents and employees from and against any and all such
claims..
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18.2 The Operator hereby covenants and agrees to indemnify,hold harmless and defend the City,
and its officers, agents and employees from and against any and all claims or suits for
property damage and/or personal injury, including death, to any and all persons, of
whatsoever kind or character, whether real or asserted, arising out of or in connection with
the management, operation, maintenance, use or occupancy of Alliance Airport by the
operator, its officers, employees, contractors, sub-contractors, licensees or invitees (and to
provide such insurance as required in Section 181 hereof covering the acts and omissions
of all named insureds, including the City); and the Operator hereby assumes all liability and
responsibility for such claims or suits. The Operator likewise shall assume all responsibility
and liability for, and shall indemnify and hold harmless the City for any and all injury or
damage to Alliance Airport or its facilities, arising out of or in connection with the
management, operation,maintenance,use or occupancy of the Alliance Airport by operator,
its officers, employees, contractors, sub-contractors, licensees, or invitees.
Upon the filing with the City of a claim for damages or injuries arising out of or in
connection with the incidents for which the Operator herein agrees to indemnify and hold
the City harmless, the City shall immediately notify the Operator of such claim, and in the
event the Operator does not settle or compromise such claim, then the Operator shall
provide, at Operator's expense, the legal defense for the City should any litigation or
arbitration result from such claim.
18.3 In addition to the Operator's undertaking, as stated in this Article, and as a means of further
protecting the City, its officers, agents, servants and employees, the Operator shall at all
times during the term of this Agreement obtain and maintain in effect insurance coverage
consistent with the requirements of Section 18.2 hereof and Schedule 3 attached hereto and
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made a part hereof. In this connection, the Operator agrees to require its contractors doing
work on the Airport, and the Operator's tenants and sublessees,to carry adequate insurance
coverage.
18.3.1 The Operator shall review its coverage annually and increase the minimum liability
insurance set forth in Schedule 3 to an amount when, in the Operator's opinion, the risks
attendant to the Operator's operations hereunder have increased. The City shall not be
liable for any shortfall in Operator's coverage. In no event shall the Operator allow such.
insurance coverage to be below the minimum requirements set forth in Schedule 3. Failure
to maintain such insurance in the types and amounts specified herein shall constitute a
material and substantial breach of this Agreement.
18.4 Deleted
18.5 The Operator represents that it is the owner of or fully authorized to use any and all
services, processes, machines, articles, marks, names or slogans used by it in its operations
under or anywise connected with this Agreement. The Operator agrees to save and hold
the City, its officers, employees, agents and representatives free and harmless of and from
any loss, liability, expense, suit or claim for damages in connection with any actual or
alleged infringement of any patent, trademark or copyright, or arising from any alleged or
actual unfair competition or other similar claim arising out of the operations of the Operator
under or in anywise connected with this Agreement.
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ARTICLE NINETEEN
SUBCONTRACTING
19.1 The Operator shall not enter into any subcontract to effectuate the terms of this Agreement
without obtaining the prior written consent of the City in accordance with then existing City
procedures provided, however, that the City's consent will not be required when the
operator is sub-contracting for routine maintenance of the Airport and its improvements.
ARTICLE TWENTY
RIGHT OF ACCESS AND INSPECTION
20.1 The City reserves the right to observe, monitor, review and inspect any aspect of the
Airport or its operations at any time. The City shall have access at all reasonable times to
all Airport operating and financial records and data maintained by the Operator, which
records and data shall be maintained in the Operator's offices at the Airport, and the City
shall have the right to audit the Operator's operations at the Airport. The Operator shall
retain all its financial records and data relating to Airport operations in a business office in
the State of Texas for a period of five (5) years from the date of the expiration or earlier
termination of this Agreement.
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ARTICLE TWENTY-ONE
INVALID PROVISIONS
21.1 The invalidity of any provisions,articles,paragraphs,portions,or clauses of this Agreement
shall have no effect upon the validity of any other part or portion hereof so long as the
remainder shall constitute an enforceable agreement.
ARTICLE TWENTY-TWO
GROUND LEASE OPTION
22.1 As an additional-incentive to the Operator, the City hereby grants to the Operator a
non-assignable Ground Lease Option, the "Option", for designated parcel(s) at the Airport,
hereinafter, called the "Option Parcel(s)". The Option Parcel(s), if leased by the Operator,
shall be used for the non-exclusive provision of FBO services and other aeronautical
activities and aviation compatible uses at the Airport as provided in this Article 22.
22.2 The Option Parcels are shown on Exhibit A of the Master Lease Agreement, attached hereto
and made a part hereof, and comprise the following areas:
Parcel 1 1.603 acres
Parcel 2.921 acres
Parcel 4.735 acres
Parcel 1.592 acres
Total 10.851 acres
22.3 Parcels 1, 2 and 3 are for aviation uses and must be used for the provision of FBO and/or
other aeronautical activities. Parcel 4 may be used for either aviation uses or aviation
compatible uses.
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22.4 The Operator may option to lease one or more adjacent parcels, but only in one of the
following combinations:
1) Parcels 1, 2, 3 and 4 4) Parcels 1 and 4
2) Parcels 1, 2 and 4 5) Parcel 2
3) Parcels 1, 3 and 4 6) Parcel 3
22.5 If the Operator desires to exercise said Option(s),Operator must give the City written notice
of such desire, which notice must be delivered to the City no later than 5:00 p.m. CST on
May 31, 1993. If such notice is not delivered to the City within the prescribed time, then
said Option(s) shall expire. In the event the Operator desires to exercise the Option(s), he
will have ninety (90) days from the date such notice is delivered to the City, to either:
a) Execute the same Master Lease Agreement which is attached hereto as Exhibit A; or
b) Negotiate additional terms or modifications to the sample Master Lease Agreement
and execute same.
In the event the City and the Operator cannot agree upon a negotiated or modified Master
Lease Agreement, then the Operator may execute the sample Master Lease Agreement
which shall be binding upon the City. In the event the City and Operator cannot agree upon
a negotiated or modified lease agreement within the prescribed ninety (90) day period, and
the Operator does not execute the sample Master Lease Agreement within the same
prescribed ninety (90) day period, then the Option(s) shall expire and the Operator shall
have no further option rights hereunder.
22.6 Prior to execution of the Master Lease Agreement, the operator shall submit and the City
shall have approved a definitive Development Plan which the Operator is prepared to
implement and complete within eighteen months after the effective date of the Master Lease
Agreement for the Option Parcels. Such Development Plan shall be consistent with the
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Minimum Standards established from time to time for the Airport by the City.
22.7 Prior to execution of the Master Lease Agreement, the Operator shall submit appropriate
documentation in support of the Operator's immediate demonstrable need for the Option
Parcels.
22.8 For those options exercised, the term of the Lease Agreement shall be for a period of thirty
(30)years beginning on the date the Lease Agreement is executed, subject to the provisions
of Article 23 herein and to the City's determination that the lease term is justified by the
proposed level of investment in Airport facilities.
22.9 All facilities constructed on the leased parcels shall be constructed at least to the Minimum
Standards for Alliance Airport as established by the City of Fort Worth from time to time.
The current Minimum Standards are shown on Exhibit D attached to the Request for Bids
for this Agreement.
22.10 The Operator hereby acknowledges that the Option on Parcel 1 is subject to an existing
leasehold interest of approximately 7,838 sq. ft. of land occupied by Pinnacle Air Services,
Inc., under a lease agreement expiring on March 13, 1995, with option renewals through
March 13, 2000, together with an access easement of approximately 12,150 sq. ft. The
land rent received from this leasehold shall be considered Airport Revenue as defined in
Article 5 hereof.
22.11 The Operator hereby acknowledges that the Option on Parcel 3 is subject to an existing
leasehold interest of approximately .718 acres of land occupied by the FAA under a lease
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agreement expiring on September 30, 1993, with option renewals through September 30,
1996. The land rent received from this leasehold shall be considered Airport Revenue as
defined in Article 5 hereof.
ARTICLE TWENTY-THREE
MISCELLANEOUS PROVISIONS
Remedies to be Nonexclusive.
23.1 All remedies provided in this Agreement shall be deemed cumulative and additional and not
in lieu of, or exclusive of, each other, or of any other remedy available to the City, or the
Operator, at law or in equity, and the exercise of any remedy, or the existence herein of
other remedies or indemnities shall not prevent the exercise of any other remedy.
Non-Waiver of Rights
23.2 The failure by either party to exercise any right, or rights accruing to it by virtue of the
breach of any covenant, condition or agreement herein by the other party shall not operate
as a waiver of the exercise of such right or rights in the event of any subsequent breach by
such other party, nor shall such other party be relieved thereby from its obligations under
the terms hereof.
Non-liabilfty of Individuals.
23.3 No director, officer, agent or employee of either party hereto shall be charged personally
or held contractually liable by or to the other party under any term or provision of this
Agreement or of any supplement, modification or amendment to this Agreement because of
any breach thereof, or because of his or their execution or•attempted execution of the same.
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Estoppel Certificate.
23.4 At the request of the Operator in connection with an assignment of its interest in this
Agreement, the City shall execute and deliver a written statement identifying it as the Owner
of Alliance Airport and certifying: (i) the documents that then comprise this Agreement,
(ii) that this Agreement is in full force and effect, (iii) the Risk Amount, and the Revenue
Percentage bid, (iv) the current annual amount of the Revenue Percentage payment and the
date through which it has been paid, (v) the expiration date of this Agreement, (vi) that no
amounts are then owed by the Operator to the City(or, if amounts are owed, specifying the
amount), and(vii)to the knowledge of the City, there are no defaults by the Operator under
this Agreement or any facts which but for the passage of time, the giving of notice or both
would constitute such a default. The party acquiring the Operator's interest in the
Agreement shall be entitled to rely conclusively upon such.written statement.
General Provisions.
23.5 Operator shall not use, or permit the use of, the Airport, or any part thereof, for any
purpose or use other than those authorized by this Agreement.
23.6 This Agreement shall be performable and enforceable in Denton and Tarrant Counties,
Texas, and shall be construed in accordance with the laws of the State of Texas.
23.7 This Agreement is made for the sole and exclusive benefit of the City and the Operator,
their successors and assigns, and is not made for the benefit of any third party.
23.8 In the event of any ambiguity in any of the terms of this Agreement, it shall not be
construed for or against any party hereto on the basis that such party did or did not author
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the same.
23.9 All covenants, stipulations and agreements in this Agreement shall extend to and bind each
party hereto, its legal representatives, successors and assigns.
23.10 The titles of the several articles of this Agreement are inserted herein for convenience only,
and are not intended and shall not be construed to affect in any manner the terms and
provisions hereof, or the interpretation or construction thereof.
23.11 Nothing herein contained shall create or be construed to creating a partnership between the
City and the Operator or to constitute the Operator an agent of the City. .The City and the
Operator each expressly disclaim the existence of such a relationship between-them.
23.12 Operator acknowledges that in the execution of this Agreement and the preparation of the
bid therefor, Operator reviewed the following documents and other information pertinent
to the operation of. Alliance Airport and relevant to the Airport's revenue generating
capabilities:
1) City Access Ordinance (City Ordinance No. 10 113)
2) Master Agreement for the American Airlines Maintenance Base
3) City Approved Schedule of Airport Rates and Charges
4) Historical Airport Revenue Data
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ARTICLE TWENTY-FOUR
SUBORDINATION CLAUSES
24.1 This Agreement is subject and subordinate to the following:
24.1.1 The City reserves the right to develop and improve the Airport as it sees fit, regardless of
the desires or view of the Operator, and without interference or hindrance by or on behalf
of the Operator.
24.1.2 The City reserves the right to take any action it considers necessary to protect the aerial
approaches to the Airport against obstruction, together with the right to prevent Operator
from erecting or permitting to be erected any building or other structure on the Airport
which, in the opinion of the City, would limit the usefulness of the Airport or constitute a
hazard to aircraft.
24.1.3 This Agreement is and shall be subordinate to the provision of existing and future
agreements between the City and the United States relative to the operation or maintenance
of the Airport, the execution of which has been or may be required as a condition precedent
or relevant to the obtaining or expenditure of Federal funds for the benefit of the Airport.
24.1.4 During the time of war or national emergency, the City shall have the right to lease all or
any part of the landing area or of the Airport to the United States for military or naval use,
and if any such lease is executed, the provisions of this Agreement insofar as they may be
inconsistent with the provisions of such lease to the Government, shall be suspended, but
-46-
such suspension shall not extend the term of this Agreement.
24.1.5 Except to the extent required for the performance of any obligations of the Operator
hereunder, nothing contained in this Agreement shall grant to the Operator any rights
whatsoever in the airspace above the Airport other than those rights which are subject to
Federal Aviation Administration rules, regulations and orders currently or subsequently
effective.
24.1.6 Nothing in this Agreement obligates the City in any way to take any action that is prohibited
by the 1968 Concurrent Ordinance adopted by the City of Fort Worth and the City of
Dallas, Texas regarding the Dallas/Fort Worth International Airport. The Operator agrees
that in the performance of this Agreement, it will do no act and cause no omission that is
inconsistent with, or that will place the City in violation of, the 1968 Concurrent Ordinance
or any proceedings relating to the operation of the Dallas/Fort Worth International Airport.
The parties hereto acknowledge that the duties of the Operator and the terms of this
Agreement may be qualified to the extent that the.provisions of the •1968 Concurrent
Ordinance and proceedings relating to the operation of the Dallas/Fort Worth International
Airport govern the operation of Alliance Airport.
ARTICLE TWENTY-FIVE
VENUE
25.1 Should any action, whether real or asserted, at law or in equity, arise out of or in
connection with the terms and conditions of this Agreement or the performance, non-
performance or attempted performance hereof, venue for said action shall be in Tarrant
-47-
County, Texas.
ARTICLE TWENTY-SIX
ENTIRE AGREEMENT
26.1 This Agreement consists of Articles 1 to 26, inclusive, Exhibits A, B, C and D, and
Schedules 1, 2 and 3.
26.2 This Agreement constitutes the entire agreement of the parties hereto and may not be
changed, modified, discharged or extended except by written instrument duly executed by
the City and the Operator. The parties agree that no representations or warranties shall be
binding upon the City or the Operator unless expressed in writing in this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement this
day of V ter' 10CrA.D. 1993 in the City of Fort Worth, Tarrant County, Texas.
APPROVED AS TO FORM AND LEGALITY: CITY OF FORT WORTH
r
City Attorney Assistant City Manager
ATTEST: OPERATOR
Alliance Air Services, Inc.
AJA�(42 d-vi-PiL (formerly Pinnacle Air Services, Inc.)
D Cit , Secretary
BY:
01—�
President
Con .a, t
Da.c® =a°�"°m' -48-
SCHEDULEI
REPORTS
The Operator shall make the following reports to the City, in the manner and frequency set
forth below, during the term of this Agreement:
1. Monthly report of airport activity including total aircraft movements, jet
movements, fuel flow and other items of interest including accidents, incidents
and airport operational reliability performance.
2. Monthly report of Airport operations in the following categories:
Single engine
Twin engine
Turbo-prop
Jet
Helicopter
Air Carrier
Air Taxi
Military
Other Government
Local
Such reports shall be broken out by periods of the day or hours and days of the week or
weekday vs. weekend or other such breakdown as required by the City.
3. Reports on airport utilization by time of day by based and itinerant aircraft as may be from
time to time requested by the City.
4. Monthly statement of information and inquiries the Operator may receive or obtain relating
-49-
to the availability of space at the Airport or at other airports in the Greater - Dallas/Ft.
Worth Metropolitan Area.
SCHEDULE 2
OPERATING BUDGET AND MANAGEMENT FEES
The Approved Annual.Operating Budget referred to in Article 4 of this Agreement shall
consist of the Operators cost to manage, operate and maintain the Airport, shown as Table 1 hereto,
"Airport Operating Expense Budget", subject to adjustment and City approval as provided for below:
1) The Operating Expense Budget may be adjusted annually in accordance with applicable
change order provisions of Title 8, Subtitle A, Section 252.048 of Texas State law.
2) The Operating Expense Budget may be adjusted bi-annually based upon changes in the
Consumer Price Index during the two fiscal years prior to each such adjustment.
3) The Operator shall annually submit to the City for its review and approval, on or before
August 1, its proposed annual airport operating budget prepared in accordance with this
Schedule 2. The City shall review the Operator's proposed budget and, subject to any
consultations with the Operator that the City may desire to undertake, present the Approved
Annual Operating Budget to the Operator prior to October 1.
The Operator hereby acknowledges that it shall acquire and maintain, at its own expense,
all vehicles and equipment necessary for compliance with the City's RFB, the Operator's response thereto
and necessary to fulfill the obligations of this Agreement.
-50-
Table 1
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SCHEDULE 3
Operator shall, at its own cost and expense, take out and maintain such insurance for the
term of this Agreement as the Operator is required under the Workers' Compensation Act; and also take
out and maintain such public liability and automobile liability insurance sufficient to fulfill the Operator's
indemnification requirements set forth in Section 18.2 of the Management Agreement. The policies shall
provide the amounts of insurance specified in this Schedule 3 and shall name the City as an additional
insured for its own acts and omissions. Upon execution of this Agreement, certificates of insurance in
form acceptable to the City and marked "premium paid" must be submitted to the City. Each certificate
shall have endorsed thereon a clause naming the City of Fort Worth as an additional insured under the
policies and a provision that no cancellation or change in the policy shall become effective until after
thirty(30) days notice by registered mail to the City Manager, City of Fort Worth, 1000 Throckmorton,
Fort Worth, TX. 76102.
Upon failure of Operator to furnish,deliver and maintain such insurance as above provided,
the City may obtain such insurance and charge Operator the cost of the insurance plus all appropriate
administrative charges and incidental expenses associated with the transaction. Failure of Operator to take
out and/or maintain, or the taking out and/or maintenance or any required insurance shall not relieve
Operator from any liability under this Agreement, nor shall the insurance requirements be construed to
conflict with the obligations of Operator concerning indemnification.
All required insurance must be in effect and continue in effect during the life of this
Agreement in not less than the following amounts:
A. Workers' Compensation Unlimited -Statutory-in compliance with the Compensation Law
-52-
of the State of Texas.
B. General Liability Insurance with a maximum combined single limit of $75,000,000 per
occurrence. This insurance shall indicate on the Certificate(s) of Insurance, marked
"premium paid", the following coverages:
Comprehensive General Liability
Premises/Operations
Contractual Liability.
Independent Contractors.
Products and Completed Operations
Broad Form Property Damage
Personal Injury
C. Disability Benefits: The Contractor shall provide proof of compliance with the Disability
Benefits Law.
D. Auto Liability (single limit or occurrence) $1,000,000
Owned, Non-owned and Hired
Location of operation shall be "All locations in Denton and Tarrant Counties, Texas".
Nothing herein contained shall prevent the Operator from taking out any other insurance for
protection of its interest which it deems advisable or necessary.
-53-
Exhibit B
On December 8, 1993, Mike Reisman, representing Fort Worth's Aviation
Department and Tom Harris, Director of Operations for Alliance Air Services,
conducted an airfield condition survey per the stated requirement in Section 4.2 in
the Alliance Airport Management Contract. Below are the collective results of that
survey and summary statements relative to outstanding capital improvement
projects:
o Interim Air Traffic Control Tower-The contractor responsible
for removal of this facility is near completion and is now
demolishing the foundation. The scope of work includes
restoring the site to its original condition prior to construction
of the tower.
o Airfield Lighting - A number of airfield taxiway and runway
lights are out-of-service, but nowhere is the airport in violation
of FAR Part 139 certificate requirements. Per the Aviation
Department,stock for replacing these bulbs is on back-order.
o Perimeter Fence - The airfield perimeter fence has been
damaged in two locations on the northeast side of the airfield
just north of the intersection of Taxiways Alpha and Hotel.
o Runway Pavement - 1) There is a significant area of cracked
pavement at the north end of the runway/displaced threshold
and the asphalt blast pad. The concrete has been crack sealed,
but the asphalt has not; 2) There is another significant section
of cracked pavement running parallel to the centerline just
north of Taxiway "F" which has been crack sealed. The
runway/concrete surface cracks have existed since the
completion of the airport in 1989 and have not worsened since
that time.
o DEA Access Taxiway - The DEA contractor is in the midst of
completing construction of the taxiway. The site is to be left
debris free, with no ruts left from vehicles in the safety areas
and the pavement free of any F.O.D. (ie. stones, rocks, dirt).
Also, a directional sign is scheduled to be placed at the
intersection which has yet to be named. DEA and the Airport
Operator need to work out an agreeable resolution to the
specific signage requirement.
o Apron High-Mast Lighting - There are a few apron spot lights
and obstruction lights that are not in service.
o Trees South of Taxiway "B" - Trees have been cut down at the
south end of Taxiway 'B" to eliminate obstructions from the
approach end of the taxiway when it's in use as a runway. The
cut trees and branches still remain at ground level.
Exhibit B
Page 2
o Numerous patches of bare ground needing grass seeding exist
on the airfield areas.
o ARFF Access Gate - Although the gate is operational, the
installing contractor still has to set in place transmission
equipment for the automatic openers. Also, there appears to
be an issue relative to the capability of the keypad accepting
multiple access codes.
o Retention Pond - Sediment, inclusive of sand, gravel and grass
has settled to the bottom of the airport retention pond and will
have to be removed.
® Signage & Lighting Project - This project is under design, but
there may be consideration by the City of terminating the
contract. FAA mandated modification of airport signage is
included in the City's application for funding approved by City
Council on January 21, 1992. The City will use its best effort to
complete the project (with or without FAA funds) and for
obtaining any required time extension from the FAA to
complete the project so that Alliance Airport maintains its
current FAA Part 139 Certificate. Alliance Air Services will in
no way be held accountable for any financial contribution
towards this effort. If the City is unable to fund the project
when required by the FAA, and if Alliance Air Services elects
to fund the project, then the City will use its best efforts to
amend the ground lease between the City and Alliance Air
Services to permit Alliance to deduct from payments due the
City thereunder the amount spent by Alliance to fund the
project.
o Runway Extension Program - The City will continue to support
the application for FAA funding for the runway extension and
other airfield improvements approved by the City on October 8,
1991, and revised on July 12, 1992. Under separate agreement,
Pinnacle/Alliance Air Services will act as project manager for
the improvement program covered under this application.
Alliance Air Se rvi es, Inc. City of Fort Wo
Exhibit C
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EXHIBIT D TO MANAGEMENT AGREEMENT
Article Twenty-two of the Management Agreement between the City of
Fort Worth and Alliance Air Services, Inc. for the Management, Operation and
Maintenance of Fort Worth Alliance Airport provided the Airport Operator a
non-assignable Ground Lease Option for designated parcels at the Airport.
Alliance Air Services, Inc. delivered to the City, within the required time, a
written notice expressing its desire to exercise said Option. The City and
Alliance Air Services, Inc. were not successful in negotiating a ground lease for
any of the option parcels at Alliance Airport., within the ninety (90) day.period
after the notice was delivered to the City. Therefore, there is no Master
Ground Lease that is attached as Exhibit D to this agreement.
Ramon Guajar•o
Assistant City Manager
City of Fort Worth
I
PLEDGE AGREEMENT
THIS PLEDGE AGREEMENT (the "Pledge Agreement") , entered
into as of December t5 , 1993 , by and among Alliance Air
Services, Inc. ( "Manager" ) , the City of Fort Worth, Texas, a
municipal corporation of Tarrant and Denton Counties, Texas
("Fort Worth") and NationsBank of Texas, N.A. , a national
banking association ("NationsBank") .
W I T N E S S E T H:
WHEREAS, Manager and Fort Worth have entered into that
certain Management Agreement for the Management, Operation,
and Maintenance of Fort Worth Alliance Airport dated
December 15 , 1993 , (the "Management Agreement") ; and
WHEREAS, the Management Agreement provides that Manager
shall submit to Fort Worth a performance bond or other
financial instrument acceptable to the City (collectively,
the "Intended Security") for the purpose of guaranteeing
satisfactory compliance by Manager with all requirements,
terms, and conditions of the Management Agreement with
respect to the "Risk Amount" , as defined therein
(collectively, the "Secured Obligations") ; and
WHEREAS, Manager and Fort Worth desire and agree that
Manager be allowed to pledge Securities (as defined below)
to Fort Worth, to be held by NationsBank as escrow agent, in
lieu of and in complete satisfaction of the obligation to
submit the Intended Security to secure the performance of
the Secured Obligations;
NOW THEREFORE, for and in consideration of the
premises, ten dollars ($10. 00) and other good and valuable
consideration, the receipt, sufficiency, and adequacy of
which are hereby acknowledged and confessed, the parties
hereto hereby agree as follows:
SECTION 1. DEFINED TERMS.
For the purposes of this Pledge Agreement, unless the
context otherwise clearly requires, the following terms
shall have the following meanings:
"Initial Security" shall mean the Securities identified
on Exhibit "A" attached hereto having an aggregate
Market Value of not less than $1, 000, 000. 00, which sum
represents 100 percent of the "Risk Amount" .
"Lien" shall mean any lien, security interest, charge,
tax lien, pledge, encumbrance, conditional sales or
other title retention arrangement or any other interest
in property designed to secure the repayment of
indebtedness or the satisfaction of any other
obligation.
"Market Value" shall mean the price, as of any date,
obtained on such date from a generally recognized
source agreed to by the parties or the most recent
closing bid quotation obtained from such a source,
excluding accrued interest. The parties agree in
advance to any source acceptable to NationsBank that is
a nationally recognized exchange.
"Securities" shall mean (a) securities that are direct
obligations of the United States having a maturity of
not more than twenty (20) years and (b) municipal bonds
having a maturity of not more than twenty (20) years
which are approved by Fort Worth and which are rated
"AAA" by Moody' s or by Standard & Poorls.
SECTION 2. PLEDGE.
As security for the full and punctual performance of
the Secured Obligations, Manager hereby pledges,
hypothecates, assigns, transfers, and sets over to Fort
Worth, and hereby grants to Fort Worth a security interest
in, the Initial Security and all rights and privileges
pertaining thereto with the exception of the interest income
to be derived therefrom, which interest income shall remain
the property of Manager and shall be distributed by
NationsBank in accordance with Manager' s periodic
instructions (all such Initial Security, substitutions
therefor as permitted hereunder, and other property and
rights described are collectively called the "Pledged
Collateral") ; TO HAVE AND TO HOLD the Pledged Collateral,
together with all rights, titles, interests, privileges, and
preferences appertaining to or incidental thereto, unto Fort
Worth subject, however, to the terms covenants, and
conditions hereinafter set forth. The security interest
granted and the assignments made hereunder are made as
security only and shall not subject Fort Worth or
NationsBank to, or transfer or in any way affect or modify,
any obligation of Manager with respect to any of the Pledged
Collateral or any transaction involving or giving rise
thereto.
SECTION 3. PHYSICAL POSSESSION OF PLEDGED COLLATERAL.
Concurrently with the execution of this Pledge
Agreement, Manager shall have delivered to and deposited
with NationsBank the certificates or instruments
representing or evidencing the Pledged Collateral. The
parties acknowledge and agree that NationsBank shall be
required to segregate the Pledged Collateral from other
securities held in trust by NationsBank for Manager in
accordance with the normal practices of NationsBank.
NationsBank shall return all certificates or instruments
representing or evidencing the Pledged Collateral remaining
in its possession to Manager (or take such other action as
Manager may request or direct) immediately after receipt of
written notice from Fort Worth that the Secured Obligations
have been fully performed. During such time as NationsBank
has possession of the Pledged Collateral, NationsBank shall
furnish to the City (when requested by the City) written
acknowledgments signed by a trust officer listing the
Pledged Collateral by name of security, type of security,
maturity date, interest rate, and CUSIP number and
acknowledging that such collateral has been pledged to the
City pursuant to this Pledge Agreement.
SECTION 4. REPRESENTATIONS AND WARRANTIES.
Manager does hereby represent and warrant to Fort Worth
and NationsBank that:
(a) The Pledged Collateral is free and clear of all
Liens except those created by this Pledge Agreement;
(b) Manager (i) is the owner of the Pledged Collateral
or (ii) has obtained the consent of the owner of the
Pledged Collateral to use the Pledged Collateral in the
manner contemplated in this Pledge Agreement;
(c) Manager has lawful authority to pledge the Pledged
Collateral in the manner hereby contemplated;
(d) no consent or approval of any governmental body or
regulatory authority is necessary to the validity of
the rights created hereunder;
(e) the execution, delivery and consummation of this
Pledge Agreement will not violate any law, regulation,
mortgage, indenture, contract, instrument, judgment or
decree applicable to or binding on Manager; and
(f) this Pledge Agreement has been duly authorized,
executed and delivered by Manager and constitutes a
legal, valid, and binding obligation of Manager
enforceable in accordance with its terms except as
enforceability may be limited by applicable bankruptcy,
insolvency, moratorium, or other similar laws affecting
creditors' rights generally and except as
enforceability may be limited by general principles of
equity.
The delivery at any time by Manager to NationsBank for the
benefit of Fort Worth of instruments, cash or other items
evidencing the Pledged Collateral shall constitute a
representation and warranty by Manager that, with respect to
such Pledged Collateral, the matters heretofore warranted in
clauses (a) through (f) immediately above are true and
correct on, and as if they were made upon, the date of such
delivery.
SECTION 5. COVENANTS.
(a) Affirmative Covenants. So long as any of the
Secured Obligations remain unperformed, Manager
covenants and agrees that Manager will:
(i) from time to time execute and deliver to Fort
Worth all such assignments, certificates,
supplemental writings, and other items and do all
other acts or things as Fort Worth may reasonably
request in order to evidence and perfect the
security interest of Fort Worth in the Pledged
Collateral;
(ii) furnish Fort Worth with information which
Fort Worth may reasonably request concerning the
Pledged Collateral; and
(iii) notify Fort Worth of any claim, action, or
proceeding affecting title to the Pledged
Collateral or Fort worth' s security interest
therein.
(b) Negative Covenants. So long as any of the Secured
Obligations remain unperformed, Manager covenants and
agrees that Manager will not:
(i) sell, assign or transfer any rights of Manager
in the Pledged Collateral; or
(ii) create any Lien in the Pledged Collateral, or
any part thereof, or permit the same to be or
become subject to any Lien except the security
interest herein created in favor of Fort Worth.
SECTION 6. VOTING RIGHTS: DIVIDENDS ETC PRIOR TO
DEFAULT.
So long as no Default exists, Manager shall be entitled
to receive, retain, and expend any interest income payable
with respect to the Pledged Collateral and any and all other
distributions made on or with respect to the Pledged
Collateral. If a Default shall have occurred and be
continuing, any interest income payable on the Pledged
Collateral, and any and all other distributions made on or
with respect to the Pledged Collateral, shall be and become
part of the Pledged Collateral and shall be held in trust
for the benefit of Fort Worth. Fort Worth shall have the
right, during the continuance of any Default, to direct
NationsBank to notify and direct, and NationsBank shall have
the right to notify and direct, the issuer of the Pledged
Collateral to make all payments and distributions directly
to NationsBank for the benefit of Fort Worth. The issuer of
the Pledged Collateral making any such payments or
distributions shall be fully protected in relying on the
written notice from NationsBank.
SECTION 7. EVENTS OF DEFAULT.
Manager shall be in default under this Pledge Agreement
only upon the happening of any the following events (a
"Default") :
(a) default in the timely payment or performance of
the Secured Obligations after written notice thereof
has been given to Manager and NationsBank and such
default is not cured within the periods provided in the
Management Agreement;
(b) any warranty or representation made to Fort Worth
by Manager in connection with this Pledge Agreement
proves to have been false in any material respect when
made; or
(c) default in delivery of the Additional Securities
as provided in Section 13 hereof.
SECTION 8. RIGHTS AND REMEDIES OF FORT WORTH UPON AND AFTER
DEFAULT.
(a) Remedy. Upon the occurrence of a Default, Fort
Worth shall have the right to direct NationsBank to
sell or otherwise dispose of all or any part of the
Pledged Collateral in accordance with normal banking
procedures. NationsBank is hereby authorized to sell
or otherwise dispose of the Pledged Collateral
immediately upon the receipt of a written statement
purporting to be executed by an authorized
representative of Fort Worth stating that:
(i) a Default by Manager has occurred under the
Management Agreement; and
(ii) written notice of such Default has been given
by Fort Worth to Manager and NationsBank and such
Default was not cured within the periods provided
in the Management Agreement; and
(iii) Fort Worth is entitled to have the Pledged
Collateral sold or disposed of in accordance with
the Pledge Agreement.
In the event of sale, NationsBank shall not be liable
for any fluctuation in Market Value of the Pledged
Collateral, and any such sale or other disposition may
be as a unit or in parcels (it being agreed that the
sale of any part of the Pledged Collateral shall not
exhaust the power of sale granted hereunder, but sales
may be made from time to time until all of the Pledged
Collateral has been sold or until the Secured
Obligations have been fully performed) . Fort Worth
shall be liable for, and shall return to Manager, the
amount, if any, by which the sales proceeds exceed the
amount necessary to complete performance of the Secured
Obligations.
(b) Sale of Pledged Collateral. Upon the consummation
of any sale, NationsBank shall have the right to
deliver, assign, and transfer to the purchaser the
Pledged Collateral sold. Each purchaser at any such
sale shall hold the property sold free from any claim
or right of whatsoever kind, and Manager hereby waives
(to the extent permitted by law) all rights of
redemption, stay, and/or appraisal.
(c) Notices. Any notice required or permitted to be
given to Manager or Fort Worth shall be given in
writing and shall be personally delivered or mailed by
prepaid certified or registered mail to such party at
the address set forth below. Any notice required or
permitted to be given to NationsBank shall be given in
writing and shall be effective when actually received.
Alliance Air Services, Inc.
ATTN: President
2250 Alliance Boulevard
Fort Worth, Texas 76177
City of Fort Worth
Attn: City Manager
1000 Throckmorton Street
Fort Worth, Texas 76102
NationsBank of Texas, N.A.
Attn: Ray Colvin, Trust Department
P. 0. Box 830241
Dallas, Texas 75283-0241
Any such notice shall be deemed to have been given
(whether actually received or not) on the day
personally delivered as aforesaid or, if mailed, on the
day it is mailed as aforesaid. Any party may change
its address for notice by giving all other parties
hereto notice of such change in the manner set forth in
this Section 8 (c) not later than 10 days before the
effective date of such new address.
SECTION 9. CERTAIN OTHER RIGHTS AND DUTIES OF FORT WORTH
AND NATIONSBANK.
(a) Responsibility for Pledged Collateral . Fort Worth
and NationsBank shall not have a duty to fix or
preserve rights against parties who may have had a
prior interest in the Pledged Collateral or to collect
any amount payable with respect to the Pledged
Collateral, but shall be liable only to the account of
Manager for what Fort Worth and NationsBank may
actually collect or receive thereon.
(b) Nondisclosure. In so far as permitted by Art.
6252-17, Texas Revised Civil Statutes, Fort Worth shall
not discuss or disclose the Pledged Collateral with any
persons who are not employed by Fort Worth, and then
only to the extent such discussion or disclosure is
absolutely required.
SECTION 10. RIGHTS AND REMEDIES.
If the Manager fails to perform its obligations under
the Management Agreement with respect to payment of the
"Risk Amount" (or such portion thereof for which the Manager
is liable under the Management Agreement) , Fort Worth is
entitled to exercise its rights as set forth in Section 8
hereof.
I
SECTION 11. SUBSTITUTION OF COLLATERAL.
Notwithstanding any contrary provision in this Pledge
Agreement, Manager shall have the right (without the consent
of Fort Worth) , at any time and from time to time, to obtain
releases of all or any part of the Pledged Collateral
(hereinafter called the "Released Collateral") upon
satisfaction of the following conditions:
(a) Manager shall provide Fort Worth and NationsBank
written notice (the "Substitution Notice") that Manager
desires to obtain Released Collateral (as specified and
described in such notice) in exchange for a
contemporaneous substitution of different Securities
for collateral (as also specified and described in the
Substitution Notice) ; and
(b) Manager shall pledge to Fort Worth, and deliver to
NationsBank for the benefit of Fort Worth, substituted
Securities (the "Substituted Collateral") the Market
Value of which Substituted Collateral together with the
Market value of the remaining non-released Pledged
Collateral shall in the aggregate be at least equal to
the "Risk Amount" . All Substituted Collateral shall be
deemed to be Pledged Collateral for purposes of this
Pledge Agreement.
Upon satisfaction of the above-specified conditions,
NationsBank shall be authorized (without the consent of Fort
Worth) to return to Manager any original certificates or
instruments In NationsBank' s possession that represent or
evidence the Released Collateral or take such other action
with respect to the Released Collateral as Manager may
request or direct. Manager shall pay the expenses incurred
by NationsBank in connection with obtaining each such
release and substitution.
SECTION 12 . THIS SECTION 12 IS INTENTIONALLY LEFT BLANK.
SECTION 13 . PERIODIC VALUATION OF PLEDGED COLLATERAL.
At any time and from time to time (but not more
frequently than once each month) Fort Worth, at Manager' s
sole cost and expense, may request NationsBank to obtain or
provide the Market Value of the Pledged Collateral . Fort
Worth may cause Manager to pledge additional Securities (the
"Additional Securities") as Pledged Collateral upon
satisfaction of the following conditions:
(a) Fort Worth shall provide Manager and NationsBank a
written notice setting forth the Market Value of the
Pledged Collateral and requesting Manager to pledge
Additional Securities having a specified Market Value;
and
(b) the aggregate Market Value of the Pledged
Collateral (including the Additional Securities) shall
be at least equal to the "Risk Amount" .
Manager shall have five days from receipt of such notice to
pledge to Fort Worth, and deliver to NationsBank for the
benefit of Fort Worth, all certificates or instruments
representing or evidencing Additional Securities, the market
value of which Additional Securities shall be confirmed by
NationsBank within five (5) business days after receipt of
same.
SECTION 14. NON-ASSIGNABILITY OF FORT WORTH'S RIGHTS.
The rights, powers, and interest held by Fort Worth
hereunder in and to the Pledged Collateral may not be
transferred or assigned by Fort Worth in whole or in part.
Any attempted transfer or assignment shall be absolutely
void and shall entitle Manager to a release of all Pledged
Collateral.
SECTION 15. NO WAIVER.
No waiver by Fort Worth of any Default shall be deemed
to be a waiver of any other subsequent Default. No delay or
omission by Fort Worth in exercising any right or power
hereunder shall impair any such right or power or be
construed as a waiver thereof, nor shall any single or
partial exercise of any such right or power preclude other
or further exercise thereof.
SECTION 16. BINDING EFFECT.
This Pledge Agreement shall be binding on the parties,
their successors and assigns. No provision of this Pledge
Agreement may be amended, waived, or modified except
pursuant to a written instrument executed by Fort Worth,
NationsBank, and Manager.
SECTION 17 . CHOICE OF LAW.
This Pledge Agreement is to be construed and
interpreted in accordance with the laws of the State of
Texas .
SECTION 18. COUNTERPARTS.
This Pledge Agreement may be executed in any number of
multiple counterparts and by different parties on separate
counterparts, all of which when taken together shall
constitute one and the same agreement.
SECTION 19 . NATIONSBANK INDEMNITY.
Manager hereby agrees to release, hold harmless, and
indemnify NationsBank (and its directors, officers,
employees, agents and representatives) from and against all
claims, damages, expenses, costs, suits, and other liability
of any kind whatsoever that arise out of or are directly or
indirectly related to the performance by NationsBank of its
duties hereunder except for the gross negligence or willful
misconduct of NationsBank or its directors, officers,
employees, agents, or representatives.
ALLIANCE AIR SERVICES, INC.
Title:
Date:
CITY OF FORT WORTH, TEXAS
Title:
Date: 12-Is--
NATIONSBANKJJF TEXAS, N.A.
By:_
Title: PIC--
Date:
-7-
EXHIBIT A
United States Treasury Bills
CUSIP No. 912794H98
Due 2/17/94
$1, 000, 000. 00
PLEDGE AGREEMENT
THIS PLEDGE AGREEMENT (the "Pledge Agreement") , entered
into as of December 15 , 1993, by and among Alliance Air
Services, Inc. ("Manager") , the City of Fort Worth, Texas, a
municipal corporation of Tarrant and Denton Counties, Texas
( "Fort Worth") and NationsBank of Texas, N.A. , a national
banking association ( "NationsBank") .
W I T N E S S E T H:
WHEREAS, Manager and Fort Worth have entered into that
certain Management Agreement for the Management, Operation,
and Maintenance of Fort Worth Alliance Airport dated
December 15 , 1993, (the "Management Agreement") ; and
WHEREAS, the Management Agreement provides that Manager
shall submit to Fort Worth a surety bond acceptable to the
City (the "Intended Security") for the purpose of
guaranteeing the fidelity of the person or persons
performing the accounting and financial services set out in
the Management Agreement (collectively, the "Secured
Obligations") ; and
WHEREAS, Manager and Fort Worth desire and agree that
Manager be allowed to pledge Securities (as defined below)
to Fort Worth, to be held by NationsBank as escrow agent, in
lieu of and in complete satisfaction of the obligation to
submit the Intended Security to secure the performance of
the Secured Obligations;
NOW THEREFORE, for and in consideration of the
premises, ten dollars ($10 . 00) and other good and valuable
consideration, the receipt, sufficiency, and adequacy of
which are hereby acknowledged and confessed, the parties
hereto hereby agree as follows:
SECTION 1. DEFINED TERMS.
. For the purposes of this Pledge Agreement, unless the
context otherwise clearly requires, the following terms
shall have the following meanings:
"Initial Security" shall mean the Securities identified
on Exhibit "A" attached hereto having an aggregate
Market Value of not less than $100, 000 . 00 .
"Lien" shall mean any lien, security interest, charge,
tax lien, pledge, encumbrance, conditional sales or
other title retention arrangement or any other interest
in property designed to secure the repayment of
indebtedness or the satisfaction of any other
obligation.
"Market Value" shall mean the price, as of any date,
obtained on such date from a generally recognized
source agreed to by the parties or the most recent
closing bid quotation obtained from such a source,
excluding accrued interest. The parties agree in
advance to any source acceptable to NationsBank that is
a nationally recognized exchange.
"Securities" shall mean (a) securities that are direct
obligations of the United States having a maturity of
not more than twenty (20) years and (b) municipal bonds
having a maturity of not more than twenty (20) years
which are approved by Fort Worth and which are rated
"AAA" by Moody's or by Standard & Poor' s.
SECTION 2. PLEDGE.
As security for the full and punctual performance of
the Secured Obligations, Manager hereby pledges,
hypothecates, assigns, transfers, and sets over to Fort
Worth, and hereby grants to Fort Worth a security interest
in, the Initial Security and all rights and privileges
pertaining thereto with the exception of the interest income
to be derived therefrom, which interest income shall remain
the property of Manager and shall be distributed by
NationsBank in accordance with Manager's periodic
instructions (all such Initial Security, substitutions
therefor as permitted hereunder, and other property and
rights described are collectively called the "Pledged
Collateral") ; TO HAVE AND TO HOLD the Pledged Collateral,
together with all rights, titles, interests, privileges, and
preferences appertaining to or incidental thereto, unto Fort
Worth subject, however, to the terms covenants, and
conditions hereinafter set forth. The security interest
granted and the assignments made hereunder are made as
security only and shall not subject Fort Worth or
NationsBank to, or transfer or in any way affect or modify,
any obligation of Manager with respect to any of the Pledged
Collateral or any transaction involving or giving rise
thereto.
�I
Ii
I
SECTION 3. PHYSICAL POSSESSION OF PLEDGED COLLATERAL.
Concurrently with the execution of this Pledge
Agreement, Manager shall have delivered to and deposited
with NationsBank the certificates or instruments
representing or evidencing the Pledged Collateral. The
parties acknowledge and agree that NationsBank shall be
required to segregate the Pledged Collateral from other
securities held in trust by NationsBank for Manager in
accordance with the normal practices of NationsBank.
NationsBank shall return all certificates or instruments
representing or evidencing the Pledged Collateral remaining
in its possession to Manager (or take such other action as
Manager may request or direct) immediately after receipt of
written notice from Fort Worth that the Secured Obligations
have been fully performed. During such time as NationsBank
has possession of the Pledged Collateral, NationsBank shall
furnish to the City (when requested by the City) written
acknowledgments signed by a trust officer listing the
Pledged Collateral by name of security, type of security,
maturity date, interest rate, and CUSIP number and
acknowledging that such collateral has been pledged to the
City pursuant to this Pledge Agreement.
SECTION 4. REPRESENTATIONS AND WARRANTIES.
Manager does hereby represent and warrant to Fort Worth
and NationsBank that:
(a) The Pledged Collateral is free and clear of all
Liens except those created by this Pledge Agreement;
(b) Manager (i) is the owner of the Pledged Collateral
or (ii) has obtained the consent of the owner of the
Pledged Collateral to use the Pledged Collateral in the
manner contemplated in this Pledge Agreement;
(c) Manager has lawful authority to pledge the Pledged
Collateral in the manner hereby contemplated;
(d) no consent or approval of any governmental body or
regulatory authority is necessary to the validity of
the rights created hereunder;
(e) the execution, delivery and consummation of this
Pledge Agreement will not violate any law, regulation,
mortgage, indenture, contract, instrument, judgment or
decree applicable to or binding on manager; and
(f) this Pledge Agreement has been duly authorized,
executed and delivered by Manager and constitutes a
legal, valid, and binding obligation of Manager
enforceable in accordance with its terms except as
enforceability may be limited by applicable bankruptcy,
insolvency, moratorium, or other similar laws affecting
creditors' rights generally and except as
enforceability may be limited by general principles of
equity.
The delivery at any time by Manager to NationsBank for the
benefit of Fort Worth of instruments, cash or other items
evidencing the Pledged Collateral shall constitute a
representation and warranty by Manager that, with respect to
such Pledged Collateral, the matters heretofore warranted in
clauses (a) through (f) immediately above are true and
correct on, and as if they were made upon, the date of such
delivery.
SECTION 5. COVENANTS.
(a) Affirmative Covenants. So long as. any of the
Secured Obligations remain unperformed, Manager
covenants and agrees that Manager will :
(i) from time to time execute and deliver to Fort
Worth all such assignments, certificates,
supplemental writings, and other items and do all
other acts or things as Fort Worth may reasonably
request in order to evidence and perfect the
security interest of Fort Worth in the Pledged
Collateral;
(ii) furnish Fort Worth with information which
Fort Worth may reasonably request concerning the
Pledged Collateral; and
(iii) notify Fort Worth of any claim, action, or
proceeding affecting title to the Pledged
Collateral or Fort Worth' s security interest
therein.
(b) Negative Covenants. So long as any of the Secured
Obligations remain unperformed, Manager covenants and
agrees that Manager will not:
(i) sell, assign or transfer any rights of Manager
in the Pledged Collateral; or
(ii) create any Lien in the Pledged Collateral, or
any part thereof, or permit the same to be or
become subject to any Lien except the security
interest herein created in favor of Fort Worth.
SECTION 6. VOTING RIGHTS: DIVIDENDS ETC PRIOR TO
DEFAULT.
So long as no Default exists, Manager shall be entitled
to receive, retain, and expend any interest income payable
with respect to the Pledged Collateral and any and all other
distributions made on or with respect to the Pledged
Collateral . If a Default shall have occurred and be
continuing, any interest income payable on the Pledged
Collateral, and any and all other distributions made on or
with respect to the Pledged Collateral, shall be and become
part of the Pledged Collateral and shall be held in trust
for the benefit of Fort Worth. Fort Worth shall have the
right, during the continuance of any Default, to direct
NationsBank to notify and direct, and NationsBank shall have
the right to notify and direct, the issuer of the Pledged
Collateral to make all payments and distributions directly
to NationsBank for the benefit of Fort Worth. The issuer of
the Pledged Collateral making any such payments or
distributions shall be fully protected in relying on the
written notice from NationsBank.
SECTION 7 . EVENTS OF DEFAULT.
Manager shall be in default under this Pledge Agreement
only upon the happening of any the following events (a
"Default")
(a) default in the timely payment or performance of
the Secured Obligations after written notice thereof
has been given to Manager and NationsBank and such
default is not cured within the periods provided in the
Management Agreement;
(b) any warranty or representation made to Fort Worth
by Manager in connection with this Pledge Agreement
proves to have been false in any material respect when
made; or
(c) default in delivery of the Additional Securities
as provided in Section 13 hereof.
SECTION 8. RIGHTS AND REMEDIES OF FORT WORTH UPON AND AFTER
DEFAULT.
(a) Remedy. Upon the occurrence of a Default, Fort
Worth shall have the right to direct NationsBank to
sell or otherwise dispose of all or any part of the
Pledged Collateral in accordance with normal banking
procedures. NationsBank is hereby authorized to sell
or otherwise dispose of the Pledged Collateral
immediately upon the receipt of a written statement
purporting to be executed by an authorized
representative of Fort Worth stating that:
(i) a Default by Manager has occurred under the
Management Agreement; and
(ii) written notice of such Default has been given
by Fort Worth to Manager and NationsBank and such
Default was not cured within the periods provided
in the Management Agreement; and
(iii) Fort Worth is entitled to have the Pledged
Collateral sold or disposed of in accordance with
the Pledge Agreement.
In the event of sale, NationsBank shall not be liable
for any fluctuation in Market Value of the Pledged
Collateral, and any such sale or other disposition may
be as a unit or in parcels (it being agreed that the
sale of any part of the Pledged Collateral shall not
exhaust the power of sale granted hereunder, but sales
may be made from time to time until all of the Pledged
Collateral has been sold or until the Secured
Obligations have been fully performed) . Fort Worth
shall be liable for, and shall return to Manager, the
amount, if any, by which the sales proceeds exceed the
amount necessary to complete performance of the Secured
Obligations.
(b) Sale of Pledged Collateral. Upon the consummation
of any sale, NationsBank shall have the right to
deliver, assign, and transfer to the purchaser the
Pledged Collateral sold. Each purchaser at any such
---- - sale shall hold the property sold free from any claim
or right of whatsoever kind, and Manager hereby waives
(to the extent permitted by law) all rights of
redemption, stay, and/or appraisal .
(c) Notices. Any notice required or permitted to be
given to Manager or Fort Worth shall be given in
writing and shall be personally delivered or mailed by
prepaid certified or registered mail to such party at
the address set forth below. Any notice required or
permitted to be given to NationsBank shall be given in
writing and shall be effective when actually received.
Alliance Air Services, Inc.
ATTN: President
2250 Alliance Boulevard
Fort Worth, Texas 76177
City of Fort Worth
Attn: City Manager
1000 Throckmorton Street
Fort Worth, Texas 76102
NationsBank of Texas, N.A.
Attn: Ray Colvin, Trust Department
P. 0. Box 830241
Dallas, Texas 75283-0241
Any such notice shall be deemed to have been given
(whether actually received or not) on the day
personally delivered as aforesaid or, if mailed, on the
day it is mailed as aforesaid. Any party may change
its address for notice by giving all other parties
hereto notice of such change in the manner set forth in
this Section 8 (c) not later than 10 days before the
effective date of such new address.
SECTION 9 . CERTAIN OTHER RIGHTS AND DUTIES OF FORT WORTH
AND NATIONSBANR.
(a) Responsibility for Pledged Collateral . Fort Worth
and NationsBank shall not have a duty to fix or
preserve rights against parties who may have had a
prior interest in the Pledged Collateral or to collect
any amount payable with respect to the Pledged
Collateral, but shall be liable only to the account of
Manager for what Fort Worth and NationsBank may
actually collect or receive thereon.
(b) Nondisclosure. In so far as permitted by Art.
6252-17, Texas Revised Civil Statutes, Fort Worth shall
not discuss or disclose the Pledged Collateral with any
persons who are not employed by Fort Worth, and then
only to the extent such discussion or disclosure is
absolutely required.
SECTION 10. RIGHTS AND REMEDIES.
If the Manager fails to perform its obligations under
the Management Agreement with respect to the fidelity of the
person or persons performing the accounting and financial
services set out in the Management Agreemeet. Fort Worth is
entitled to exercise its rights as set forth in Section 8
hereof.
SECTION 11. SUBSTITUTION OF COLLATERAL.
Notwithstanding any contrary provision in this Pledge
Agreement, Manager shall have the right (without the consent
of Fort Worth) , at any time and from time to time, to obtain
releases of all or any part of the Pledged Collateral
(hereinafter called the "Released Collateral") upon
satisfaction of the following conditions:
(a) Manager shall provide Fort Worth and NationsBank
written notice (the "Substitution Notice") that Manager
desires to obtain Released Collateral (as specified and
described in such notice) in exchange for a
contemporaneous substitution of different Securities
for collateral (as also specified and described in the
Substitution Notice) ; and
(b) Manager shall pledge to Fort Worth, and deliver to
NationsBank for the benefit of Fort Worth, substituted
Securities (the "Substituted Collateral") the Market
Value of which Substituted Collateral together with the
Market value of the remaining non-released Pledged
Collateral shall in the aggregate be at least equal to
$100, 000 . 00 . All Substituted Collateral shall be
deemed to be Pledged Collateral for purposes of this
Pledge Agreement.
Upon satisfaction of the above-specified conditions,
NationsBank shall be authorized (without the consent of Fort
Worth) to return to Manager any original certificates or
instruments In NationsBank' s possession that represent or
evidence the Released Collateral or take such other action
with respect to the Released Collateral as Manager may
request or direct. Manager shall pay the expenses incurred
by NationsBank in connection with obtaining each such
release and substitution.
SECTION 12 . THIS SECTION 12 IS INTENTIONALLY LEFT BLANK.
SECTION 13 . PERIODIC VALUATION OF PLEDGED COLLATERAL.
At any time and from time to time (but not more
frequently than once each month) Fort Worth, at Manager' s
sole cost and expense, may request NationsBank to obtain or
provide the Market Value of the Pledged Collateral. Fort
Worth may cause Manager to pledge additional Securities (the
"Additional Securities" ) as Pledged Collateral upon
satisfaction of the following conditions:
(a) Fort Worth shall provide Manager and NationsBank a
written notice setting forth the Market Value of the
Pledged Collateral and requesting Manager to pledge
Additional Securities having a specified Market Value;
and
(b) the aggregate Market Value of the Pledged
Collateral (including the Additional Securities) shall
be at least equal to $100, 000 .00 .
Manager shall have five days from receipt of such notice to
pledge to Fort Worth, and deliver to NationsBank for the
benefit of Fort Worth, all certificates or instruments
representing or evidencing Additional Securities, the market
value of which Additional Securities shall be confirmed by
NationsBank within five (5) business days after receipt of
same.
SECTION 14. NON-ASSIGNABILITY OF FORT WORTH'S RIGHTS.
The rights, powers, and interest held by Fort Worth
hereunder in and to the Pledged Collateral may not be
transferred or assigned by Fort Worth in whole or in part.
Any attempted transfer or assignment shall be absolutely
void and shall entitle Manager to a release of all Pledged
Collateral .
SECTION 15. NO WAIVER.
No waiver by Fort Worth of any Default shall be deemed
to be a waiver of any other subsequent Default. No delay or
omission by Fort Worth in exercising any right or power
hereunder shall impair any such right or power or be
construed as a waiver thereof, nor shall any single or
partial exercise of any such right or power preclude other
or further exercise thereof.
SECTION 16. BINDING EFFECT.
This Pledge Agreement shall be binding on the parties,
their successors and assigns. No provision of this Pledge
Agreement may be amended, waived, or modified except
pursuant to a written instrument executed by Fort Worth,
NationsBank, and Manager.
SECTION 17. CHOICE OF LAW.
This Pledge Agreement is to be construed and
interpreted in accordance with the laws of the State of
Texas.
SECTION 18. COUNTERPARTS.
This Pledge Agreement may be executed in any number of
multiple counterparts and by different parties on separate
counterparts, all of which when taken together shall
constitute one and the same agreement.
SECTION 19 . NATIONSBANK INDEMNITY.
Manager hereby agrees to release, hold harmless, and
indemnify NationsBank (and its directors, officers,
employees, agents and representatives) from and against all
claims, damages, expenses, costs, suits, and other liability
of any kind whatsoever that arise out of or are directly or
indirectly related to the performance by NationsBank of its
duties hereunder except for the gross negligence or willful
misconduct of NationsBank or its directors, officers,
employees, agents, or representatives.
ALLIANCE AIR SERVICES, IN
By:
Title-
Date: s
CITY OF FORT WORTH, TEXAS
Title:
Date:
NATIONSBANK OF TEXAS, N.A.
I
By:, C�. �,
Title: /Yjc/---,, Tr
Date:
l
i
EXHIBIT A
United States Treasury Bills
CUSIP No. 912794H98
Due 2/17/94
$100, 000.00
® ATLANTA
ON ® CHICAGO
�..� /fir • DALLAS
AlGfl V 0 LOS ANGELES
® NEW YORK, NY
CERTIFICATE OF INSURANCE
F O CERTIFY TO: airy of 'Fnrk Wnrr� 1000 Throckmorton,—For* Worth, TX 76109
City Manager
FOLLOWING POLICY/IES OF INSURANCE HAVE BEEN ISSUED TO:
Allianop Air Serizices, Inc - (formerly known as Pinnacle Air SprvinimS, Tn". )
T POLICY NO. POLICY PERIOD: FROM TO
CE COMPANY
BILITY COVERAGES LIMITS OF LIABILITY
EACH PERSON EACH OCCURRENCE
❑ Bodily Injury Excluding Passengers $ $
❑ Property Damage $ XXXX $
❑ Passenger Bodily Injury $ $
❑ Single Limit cluding Passengers, $ XXXX $
❑ With Passenger Liability Limited To $ $ XXXX
PHYSICAL DAMAGE COVERAGE: ALL RISKS, GROUND & IN-FLIGHT IN-MOTION
REGISTRATION AGREED DEDUCTIBLES: INGESTION LIEN
NUMBER YEAR MAKE&MODEL VALUE NOT IN-MOTION MOORED AMOUNT
$ $ $ $
$ $ $ $
THIS CERTIFICATE HOLDER IS,:
❑ INCLUDED AS A LOSS PAYEE FOR AIRCRAFT PHYSICAL DAMAGE COVERAGE
❑ PROVIDED BREACH OF WARRANTY COVERAGE ON AIRCRAFT PHYSICAL DAMAGE COVERAGE
❑ IS INCLUDED AS AN ADDITIONAL INSURED ON AIRCRAFT LIABILITY COVERAGE, BUT ONLY WITH RESPECT
TO OPERATIONS OF THE POLICYHOLDER.
AIRPORT LIABILITY POLICY N0. AP 322 3271 POLICY PERIOD: FROM 12/14/93 TO 12/14/94
INSURANCE COMPANY National Union Fire Insurance Company of Pittsburgh, PA
COVERAGES Comprehensive General Liability Insurance
LIMITS OF LIABILITY
• Bodily Injury $ each person $ each occurrence #
• Property Damage $ each occurrence
i7Sing1e Limit Bodily Injury & $ 75,000.00 ch occurrence
Property Damage
iX Hangarkeepers Liability $ 75,000,000. each aircraft $ 75 ,000,00 ach loss
DEDUCTIBLES: Hangarkeepers Liability $ 1 ,000. each loss
Premises Liability $ each claim with respect to Property Damage
'REFER TO THE POLICY. AN ANNUAL AGGREGATE LIMIT APPLIES TO SOME COVERAGES.
WORKERS COMP POLICY NO. POLICY PERIOD: FROM TO
INSURANCE COMPANY
LIMITS OF LIABILITY: PART I: $ Statutory PART II: $
OTHER COVERAGES/CONDITIONS/REMARKS
See Attached
Comprehensive General Liability Insurance includes Premises/Operations, Contractual
Liability, Independent Contractors, Products and Completed Operations, and Personal
Injury (sublimited to $25,000,000. each offense and in the aggregate)
THE AVIATION MANAGERS HAVE MADE PROVISION TO GIVE THE CERTIFICATE HOLDER PROMPT NOTICE OF CANCELLATION OF ANY POLICY ABOVE,BUT,THE AVIATION MANAGERS ASSUME
NO RESPONSIBILITY FOR FAILURE TO PROVIDE SUCH NOTICE.THIS CERTIFICATE DOES NOT CHANGE IN ANY WAY THE ACTUAL COVERAGES PROVIDED BY THE POLICY/IES SPECIFIED ABOVE
❑ AIG Aviation, Inc. ❑ AIG Aviation (Canada), Inc.
❑ AIG Aviatio nsurance Services ❑ AIG Aviation (Illinois) Corporation
❑ ER AIG Aviation (Texas), Inc.
By 7)PSamhar 14,roa1 9 o3Pl
(Ile, (Aviation Managers) CERTIFICATE NO.
AV
I
T
Attachment to Certificate of Insurance. Issued to
The City of Fort Worth dated December 14 , 1993
As respects the Management Agreement dated as of January 1 , 1994
between the City of Ft . Worth and Alliance Air Services , Inc . ,
Insurers agree to amend the coverage as follows :
1 . The City of Ft . Worth is included as an Additional Insured.
2 . Except in the case of non—payment of premium by the Named
Insured , no cancellation or change in the policy shall become
effective with respect to the City of Ft . Worth until and
after thirty (30) days notice by registered mail to the City
Manager , City of Ft . Worth is received .
3 . To the extent coverage is affordced the Named Insured ,
Insurers agree to insure the indemnity requirements set
forth in Section 18 . 2 of the Management Agreement .
C��<_ X_�'
Auth rued presentative
AV 35 117.881
I�
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.... .... ` ':12553>::»»>::>::>:
ISSUE DATE(•M/DD:::::
:;
:::: L� ila;`:`; �•�(. '. > .' , is E:i:ii:::i:i:::
l r.:..:.:.....:. :.....:.:.... .....: .:: F:: 1 yF
® 12 14 93 %: .,.
/ /
...........................:..:.............
r
PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND
ALEXANDER & ALEXANDER CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE
OF TEXAS, INC. DOES NOT AMEND,EXTEND OR ALTER THE COVERAGE A F FORDED BY THE
717 N. HARWOOD LOCK BOX 8 POLICIES BELOW.
DALLAS, TX
75201 COMPANIES AFFORDING COVERAGE
WILLIAM E. HAMMOND ......... ........_......................
214-880-0321 ICOEIMTSINY A PACIFIC INDEMNITY COMPANY t
............ ............. .................... .. ............................ ...................
...........
„ _ COMPANY B FEDERAL INSURANCE COMPANY
INSURED LETTER
_............................... ._........ ... .......... ....�. .............. ..................... ..
ALLIANCE AIR SERVICES, INC. COMPANY C
C/O THE PEROT GROUP
12377 MERIT DRIVE, STE. 1700 LETTER
_.... .. ......... .......... ..... ........ . ...... .... .... ........................
DALLAS, TX COMPANY
75251 LETTER D
_......__........ _.. _ _... .__ __... ......... . ........... .......... ...... ..
COMPANY E t
LETTER C
;COYAIt►O S....:: Y.,
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD t
INDICATED,NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
..'..... .. ........ .11111.1...... ........................ . .............................. .. ..
CO. TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE�POLICY EXPIRATION LIMITS
LTR' DATE(MM/DD/YY) DATE(MM/DD/YY)
GENERAL LIABILITY :GENERAL AGGREGATE $ f
..........................................;..............
COMMERCIAL GENERAL LIABILITY i PRODUCPS-COMP/OP AGO. $
................................:........................ . pp
:CLAIMS MADE OCCUR. ?PERSONAL&ADV.INJURY ;$
....... .................................... .....:... .-
OWNER'S&CONTRACTOR'S PROT. EACH OCCURRENCE $
..... .. ...,.. F
FIRE DAMAGE(Any one 6m) $
MED.EXPENSE(Airy one person) $
AUTOMOBILE LIABILITY
COMBINED SINGLE $ 1,000,000
A X ANY AUTO (94)7318 03 10 03/01/93 03/01/94 LIMIT r
ALL OWNED AUTOS BODILY
_....
INJURY
SCHEDULED AUTOS (Per person) $
X ! HIRED AUTOS BODILY INJURY
X NON-OWNED AUTOS (Per accident)
GARAGE LIABILITY
PROPERTY DAMAGE $
EXCESS LIABILITY EACH OCCURRENCE
I$
........................ ................ .............. ....
UMBRELLA FORM AGGREGATE $ G
OTHER THAN UMBRELLA FORM
B WORKER'S COMPENSATION (94)7160 91 07 03/01/93 03/01/94
X , STATUTORY LIMITS ` f
AND EACH ACCIDENT .$ 500,000
DISEASE—POLICY LIMIT $ 50 O,000
B EMPLOYERS'LIABILITY . . .......... ..................................................... ... f
DISEASE—EACH EMPLOYEE $ 500,000 f
OTHER �..
DESCRIPTION OF OPERATIONS/LOCATIONS/VEIIICLES/SPECIAL ITEMS
1
(
RE: MANAGEMENT AGREEMENT
CITY OF FORT WORTH IS ADDED AS AN ADDITIONAL INSURED ATIMA.
C>RT•LIG.ATE:I3OLDER. CANGi ELATION,
_..
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE k
EXPIRATION DATE THEREOF,THE ISSUING COMPANY WILL ENDEAVOR TO
MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE
CITY OF FORT WORTH LEFT,BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR
ATTN: CITY MANAGER
1000 THROCKMORTON LIABILITY OF ANY KIND UPON THE COMPANY,ITS AGENTS OR REPRESENTATIVES.
FORT WORTH, TX 76102
AUT'HORIZED REPRESENTATIVE
m u
WILLIAM E. HAMMOND
•
A�QRD 25 S7/ 0) .CORD:: ORI'OYtATIpN199Q
- � r
City ojf*Fort Worth, Texas
Mayor and Council Communication
DATE 05/04/93 1 REFERENCE NUMBER C-1 38 1 7 LOG NAME 02PINN PAGE 1 of 1
SUBJECT APPROVAL OF AND AUTHORIZATION TO EXECUTE A MANAGEMENT AGREEMENT BETWEEN THE
CITY OF FORT WORTH AND PINNACLE AIR SERVICES INC.' FOR THE MANAGEMENT,
OPERATION AND MAINTENANCE OF FORT WORTH ALLIANCE AIRPORT
RECOMMENDATION:
It is recommended that the City Council approve the City Manager to execute the
attached Management Agreement, in its final form, between the City of Fort Worth and
Pinnacle Air Services, Inc. , for the management, operation and maintenance of Fort
Worth Alliance Airport, and authorize the City Manager to execute same.
DISCUSSION:
On April 27, 1993, the City Council approved the Management Agreement, with amendments
to be included with Pinnacle Air Services, Inc. , to manage Alliance Airport. The City
Council directed that the Agreement, in its final form, with amendments, be brought
back to the City Council for final approval , at which time the City Council would
authorize the City Manager to execute the Agreement. The attached Agreement includes
the amendments which were approved by the City Council .
FISCAL INFORMATION/CERTIFICATION:
The Director of Fiscal Services certifies that the approval of the Management Agreement
will not require the City to expend any funds.
BT:v
Submitted for City Manager's FUND ACCOUNT CENTER AMOUNT CITY SECRETARY
Office by: to
Ramon Guajardo 6140 APPROVED
Originating Department Head: CITY COUNCIL
from MAY 4 1
Ramon Guarjardo 6140 �
For Additional Information
Contact: biip S>acretary of the
Ramon Guarjardo 6140 City of Fort Wort 1TeX"
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