HomeMy WebLinkAboutContract 62328CSC No. 62328
PROFESSIONAL SERVICES MANAGEMENT AGREEMENT
BETWEEN
THE CITY OF FORT WORTH
I- LM
ALLIANCE AIR MANAGEMENT, LTD.
FOR THE MANAGEMENT, OPERATION AND MAINTENANCE OF
PEROT FIELD FORT WORTH ALLIANCE AIRPORT
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
TABLE OF CONTENTS
INTRODUCTION............................................................................................4
ARTICLEI — TERM..........................................................................................5
ARTICLE II - PEROT FIELD FORT WORTH ALLIANCE AIRPORT ..............................6
ARTICLE III — MANAGEMENT. OPERATION. AND MAINTENANCE OF AIRPORT ....... 6
ARTICLE IV — RESONSIBILITIES OF THE OPERATOR............................................8
AVIATION SUPPORT FUNCTIONS..............................................................9
PLANS, RULES AND REGULATIONS...........................................................9
CITY CONTRACTS WITH THIRD PARTIES..................................................10
REPORTS AND DOCUMENTS...................................................................11
ACCOUNTING AND FINANCIAL SERVICES...............................................11
OPERATING BUDGET AND PLAN: CAPITAL REPORT...................................13
ATTENDANCE AT CONFERENCES AND MEETINGS....................................14
PERSONNEL.........................................................................................14
MISCELLANEOUS SERVICES..................................................................15
IMPROVEMENT PROJECTS.....................................................................15
CONSTRUCTION AND RENOVATION OF SPECIFIC AIRPORT FACILITIES......15
ARTICLE V- COMPENSATION AND SCHEDULE OF PAYMENT TO OPERATOR AND
CITY..............................................................................................................................................18
ARTICLE VI —ADDITIONAL SERVICES............................................................................................22
ARTICLE VII — PLANNING AND DEVELOPMENT...............................................22
ARTICLE VIII — CONFLICT OF INTEREST PROHIBITED.......................................23
ARTICLE IX — CONDITION OF AIRPORT............................................................23
ARTICLE X — FAA REQUIREMENTS AND NON-DISCRIMINATION .........................24
ARTICLE XI — RESPONSIBILITIES OF CITY.......................................................24
ARTICLE XII - ASSIGNMENT..........................................................................24
ARTICLE XIII — TERMINATION.......................................................................25
ARTICLE XIV — ADVERTISING AND PROMOTION..............................................26
ARTICLE XV - BROKERAGE...........................................................................26
ARTICLEXVI - NOTICE.................................................................................26
ARTICLE XVII — RELATIONSHIP OF THE PARTIES.............................................27
Page 2
ARTICLE XXIII - LIABILITY. INSURANCE. AND INDEMNIFICATION ...................27
ARTICLE XIX - SUBCONTRACTING.................................................................29
ARTICLE XX - RIGHT OF ACCESS AND INSPECTION.........................................29
ARTICLE XXI - INVALID PROVISIONS.............................................................29
ARTICLE XXII - MISCELLANEOUS PROVISIONS................................................29
ARTICLE XXIII - SUBORDINATION CLAUSES,...................................................31
ARTICLEXXIV -- VENUE................................................................................32
ARTICLE XXV - FORCE MAJEURE...................................................................32
ARTICLE XXVI - ENTIRE AGREEMENT.............................................................32
Page 3
PROFESSIONAL SERVICES AGREEMENT
FOR THE MANAGEMENT, OPERATION AND MAINTENANCE
OF PEROT FIELD FORT WORTH ALLIANCE AIRPORT
This PROFESSIONAL SERVICES AGREEMENT FOR THE MANAGEMENT,
OPERATION AND MAINTENANCE OF PEROT FIELD FORT WORTH ALLIANCE
AIRPORT ("Agreement") is entered into by and between the CITY OF FORT WORTH,
TEXAS (the "City"), a home rule municipal corporation organized under the laws of the State of
Texas and acting by and through Valerie Washington, its duly authorized Assistant City Manager,
and ALLIANCE AIR MANAGEMENT, LTD. ("Operator"), a Texas limited partnership acting
by and through T. Christian Childs, its President.
RECITALS:
WHEREAS, both City and Operator are currently parties to City Secretary Contract
("CSC") No. 20060. as amended, a professional services agreement for the management, operation
and maintenance of Perot Field Fort Worth Alliance Airport (the "Current Agreement"); and
WHEREAS, Under the Current Agreement, the Parties agreed (i) to a term of thirty (30)
years with a ten (10) year renewal option for the management, operation, and maintenance
responsibilities by Operator at the Airport; (ii) that Operator would construct a fixed based
operations facility at the Airport that Operator agreed would be built to specific standards as
described in the Current Agreement, with a minimum investment of Thirty Million Dollars
($30,000,000.00) before December 31, 2028 ("Proposed Improvements"); and (iii) that, from and
after January 1, 2020, revenue sharing between the parties would change to a sixty-five percent
(65%) share of revenue going to Operator and a thirty-five percent (35%) share of revenue going
to City with the condition that 10% of total airport revenue, taken from the City's share of revenue,
would be deposited into a capital fund for the Airport created by City; and
WHEREAS, recently, due to changes in the economic climate and a review of the best
potential uses for the Airport and its available space since the execution of the Current Agreement,
Operator has approached the City with a new proposal for the types of investments to be made at
the Airport that match the monetary investment amount of $30,000,000.00 outlined in the Current
Agreement; and
WHEREAS, City has determined that the Operator is the most qualified to operate and
manage the Airport and that this arrangement, providing for the continued management, operation
and maintenance of the Airport by the Operator, is in the public interest; and
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, City is amenable to enter into this new Agreement with Operator under the
terms and conditions set forth herein in order to re -assess existing processes and update them to
Page 4
current and desired practices for both parties and reflect redefined obligations of Operator in the
form of the Updated Airport Facilities, which will include additional hangar space, office space
and aviation support, storage and shop space and associated common area, a U.S. Customs facility,
and a fuel farm expansion, all on the terms and conditions set forth in this Agreement, which the
City believes will provide for a better long-term plan for the Airport;
WHEREAS, upon execution of this Agreement, the Current Agreement will automatically
terminate and be replaced by this Agreement; 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
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 will 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 "Perot Field", "Alliance Airport", or the "Airport", and
subject to the terms and conditions of this Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the City and Operator agree as follows:
ARTICLE I
TERM
1.1 The initial term shall begin on the date this Agreement is executed by the City's authorized
Assistant City Manager ("Effective Date") and expire on December 31, 2050, unless
sooner terminated in accordance with the provisions hereof. This Agreement may be
renewed for one (1) additional ten (10) year term (the "Renewal Term") following the
expiration of the initial term. Not more than three (3) years prior to the expiration of the
initial term, Operator may notify the City in writing of its desire to renew this Agreement
for the Renewal Term (a "Renewal Request") which allows for the term of the Agreement
to extend to December 31, 2060. The City, in the City's sole discretion, may (i) grant the
Renewal Request or (ii) deny the Renewal Request, provided that the basis for such denial
is not unreasonable under the circumstances.
1.2 Notwithstanding the foregoing, if the Airport Facilities Condition (as described in Section
4.15(a) below) has not been completed on or before the Completion Deadline, then (a) the
initial term of this Agreement shall automatically be amended, shortening the initial term
to end on December 31, 2033, (b) instead of a single Renewal Request, Operator shall
thereafter have the right to deliver to the City three (3) Renewal Requests (with each such
Renewal Request being for a successive Renewal Term of ten (10) years each), and (c)
the failure to satisfy the Airport Facilities Condition by the Completion Deadline shall
Page 5
constitute reasonable and sufficient grounds for the City to not approve the Renewal
Request for the first of the three 10-year Renewal Terms. Upon satisfaction of the Airport
Facilities Condition on a timely basis, this Section 1.2 shall automatically be deemed null
and void.
ARTICLE II
PEROT FIELD FORT WORTH ALLIANCE AIRPORT
2.1 Perot Field Fort Worth Alliance Airport (the "Airport") shall consist of:
2.1.1 A parcel of land known as Perot Field Fort Worth Alliance Airport, as described
and shown on Exhibit "A" attached hereto and made part hereof. Improvements
consist of air traffic control tower, roads, aprons, runways, taxiways and all
associated infrastructure and improvements.
2.1.2 All improvements now or hereafter constructed on the Airport.
ARTICLE III
MANAGEMENT, OPERATION AND MAINTENANCE OF THE AIRPORT
3.1 Operator is hereby conveyed the obligation to manage, operate and maintain, and hereby
agrees to manage, operate and maintain the Airport, 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 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,
subject to Section 5.9 below. The Operator will not be obligated to manage, operate and
maintain facilities described in Article 1V, 4.3 (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, and subject to Section 5.9 below:
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;
Page 6
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;
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 Except 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 Fort Worth Alliance
Airport Access Ordinance (Ord. No. 16931), 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, as amended
from time to time. 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, as amended from time to time, 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 the Airport.
ARTICLE IV
RESPONSIBILITIES OF THE OPERATOR
4.0 Operator, at its cost and expense, shall assume the following responsibilities, in each case
subject to Section 5.9 below:
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
Page 7
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, subject to Section 5.9 below. 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, subject to Section 5.9 below.
4.2 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.
4.3 Subject to Section 5.9 below, 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 striping;
(3) all navigation aids which are not maintained by the Federal Aviation
Administration (FAA);
(4) all Airport vehicles, equipment, machinery and tools;
(5) with the exception of the aircraft rescue and firefighting 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
(7) the foregoing obligations exclude 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.
4.4 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
Page 8
tenant to maintain and repair its leased premises and improvements thereon and shall keep
the City apprised of the nonperformance of such obligations.
4.5 AVIATION SUPPORT FUNCTIONS
Subject to Section 5.9 below, 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, 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 4.5(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.
(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 and access roads located on the Airport property as required by
the FAA Approved Snow and Ice Control Plan.
(5) Visually check for and clean and remove all foreign objects from all runways,
taxiways, aprons and parking areas.
4.6 PLANS, RULES AND REGULATIONS
Subject to the time limitations set forth in this Section 4.6, the Operator shall:
(1) Provide to the City upon request, in conjunction with its Fire Department, for its
review and approval, 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.
Page 9
(3) Provide on an annual basis, for review by City, 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 programs in response to such interests. The Operator shall implement such plan
in the form approved by the City.
(4) Review and submit to the City, on an annual basis, its proposed revisions, if any, to
the existing Airport Rules and Regulations as may from time to time be in effect.
(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 1 st 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.
4.7 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 FAA.
(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,
Page 10
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 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.
4.8 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.
4.9 ACCOUNTING AND FINANCIAL SERVICES
The following are to be processed by Operator as directed by the City of Fort Worth
Aviation Department Administration Services ("Administration"):
(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 monthly Airport billings and prepare associated reports.
(5) Prepare monthly accounts receivable (AR) report.
After the 1 Oth but before the 20th of each month, submit AR report, any AR related
correspondence to vendor and all other related AR documentation to
Administration via the email address "AVIaccounting@fortworthtexas.gov". At a
minimum, the monthly submission will include the following:
Page 11
- provide Administration monthly AR aging report;
- transmit monthly AR past due notices to any vendor more than 30 days -
past due that late payment is due immediately;
- provide Administration status of past due notices; and
- provide Administration copies of any past due notices.
(6) 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, concession agreements
and arrangements with third parties conducting operations at the Airport. All
billing by Operator will, when applicable, be conducted in accordance with the
most recent City of Fort Worth Aviation Department Airport Rates and Charges.
(7) Collect on behalf of the City all monies billed pursuant to subparagraph (6) 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.
(8) Deposit once per month on or before the tenth (loth) day of every month, the
previous month monies collected from the operation of the Airport into a depository
account established by the City for such purposes; such monies collected will be
wire transferred to the depository account established by the City; with each
deposit, back-up and supporting documentation of each deposit amount will be
provided detailing and clarifying how deposit amount was calculated and or
collected; back-up and supporting documentation will include, but not be limited
to, invoices for ground rents and lease revenue, landing fees invoices, parking fees
support, fuel flowage report and bills of laden, and aged accounts receivable report.
(9) The Operator will keep all records and accounts related to the Aviation Department
business and financial transactions separate from non -Aviation Department
transactions; said records and transaction will be kept updated and available to the
Aviation Department upon request and will be prepared and maintained in
accordance with generally accepted accounting principles, consistently applied.;
and
(10) 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;
(11) Disburse all monies as required to meet expenses incurred pursuant to the approved
Operating Budget in the manner prescribed by the City;
Page 12
(12) Maintain City property and equipment records as prescribed by the City Manager;
(13) Provide the City with a Surety Bond, Letter of Credit or other form of security
acceptable to the City Attorney, 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 Surety Bond, Letter of Credit or other form of security shall
continue during the period during which the Operator has possession of or access
to any Airport revenues or receipts, or any other City funds; and the form of security
shall be subject to the approval of the City Attorney; provided, however, that the
form of letter of credit attached hereto as Exhibit "D" (the "Letter of Credit") shall
be deemed approved by the City for all purposes;
(14) Any correspondence, as requested, to be conveyed from Operator to Administration
including but not limited to accounting and or financial information, data, inquiries,
electronic files, and or other correspondence, etc., shall be transmitted via email to
the Administration email address of: AVIaccountanting@FortWorthTexas.gov;
(15) Provide a fuel flowage fee and aircraft parking fee audits at the end of each fiscal
year performed by a third -party auditor with such audit report due within sixty (60)
days after the end of the fiscal year.
4.10 OPERATING BUDGET AND PLAN: CAPITAL REPORT
(1) Prepare and submit to the City, prior to August 1 st 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 proposed staffing levels of full-time,
part-time and seasonal employees (including Operator personnel and/or outside
Page 13
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 1 st 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.
4.11 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.
4.12 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
Page 14
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.
4.13 MISCELLANEOUS SERVICES
The Operator shall:
(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 ensure 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.
4.14 IMPROVEMENT PROJECTS
At the City's request and upon execution of an individual Airport Improvement Project
Development Agreement between the City and the Operator, the Operator shall manage
and coordinate all professional services related to an improvement project at the Airport.
4.15 CONSTRUCTION AND RENOVATION OF SPECIFIC AIRPORT FACILITIES,.
(a) Airport Facility Condition.
Operator and/or its affiliates will design, renovate, and construct (or cause to be
designed, renovated and constructed by an affiliate of Operator or other third party) the
following, all on the terms and conditions set forth in this Agreement (collectively, the
"Updated Airport Facilities"): (i) Fixed Based Operations ("FBO") facilities which may
include and consist of top of the line, new and/or renovated or relocated FBO facilities
which may include office space and aviation support, storage and shop space and
associated common area, and which will meet the requirements listed in Exhibit "B" to
Page 15
this Agreement that would qualify the FBO facilities as part of the Air Elite Network (or
similar network with comparable requirements) providing line services, passenger and
pilot amenities, hangar facilities and customer service of a high standard meeting or
exceeding the City of Fort Worth Aviation Minimum Standards for FBOs; (ii) expanded
fuel farm facilities as described in Exhibit "B"; (iii) subject to mutual agreement of the
City, Operator and the federal government, as applicable, a U.S. Customs facility and/or
related facilities as described in Exhibit "B"; and (iv) new hangar facilities as described
in Exhibit "B" which may include office space and aviation support, storage and shop
space and associated common area. The Operator shall have a minimum investment of
thirty million dollars ($30,000,000.00) in Construction Costs from the Operator, affiliates
of Operator or third parties (other than the City) (the "Spending Commitment"), with
Construction Completion (defined below) of the Updated Airport Facilities to occur on or
before December 31, 2028, subject to force majeure (the "Completion Deadline") (the
Spending Commitment and Construction Completion being collectively referred to herein
as the "Airport Facilities Condition"). For purposes of this section of the Agreement, the
term "force majeure", for the purpose of this section, shall include, along with what is listed
under Article 25 herein, without limitation, any delay or inability to obtain any necessary
approvals from the City, the FAA and any other applicable governmental entity, provided
that such delay or inability is not caused by or the result of Operator or Operator's
contractors or agents. "Construction Completion" shall be deemed satisfied upon
completion of the Updated Airport Facilities, as evidenced by the issuance of a certificate
of occupancy for the Updated Airport Facilities. "Construction Costs", for the purpose of
this Agreement, means costs expended by Operator, affiliates of the Operator or third
parties (other than the City) directly in connection with construction of the Updated Airport
Facilities including but not limited to actual site development expended for the Updated
Airport Facilities, including directly -related contractor fees, costs of labor, supplies and
materials for site preparation, construction and landscaping, and materials testing,
engineering, architectural and other design and consulting fees; construction management
fees; costs of governmental permits and inspection fees related to site preparation and
construction; demolition; environmental remediation; signage costs; the costs of supplies
and materials; and costs related to the alteration or improvements to, new and existing
buildings. For removal of doubt, property acquisition costs (including Operator leasing any
property from City) and inventory investment costs do not constitute "Construction Costs".
(b) Annual Construction Reports.
At the end of each year up until the earlier of issuance of the Certificate of
Completion or the Completion Deadline, in order for the City to track the progress of the
Airport Facilities Condition and Spending Commitment, Operator must provide City with
an annual report ("Annual Spending Report") in a form reasonably acceptable to City that
specifically outlines the total Construction Costs expended or caused to be expended, up
to that end of year date, for the Updated Airport Facilities, together with supporting
invoices and other documents necessary to demonstrate that such amounts were actually
paid, including, without limitation, final lien waivers, to the extent applicable with regard
to each portion of the Construction Costs, signed by the general contractor, as applicable,
for the applicable portion of the Updated Airport Facilities. The Airport Facilities
Page 16
Condition will only be met once all supporting invoices and required documentation has
been provided by Operator to City and after City has determined, in City's reasonable
discretion, that the Airport Facilities Condition and Spending Commitment have been met.
City and Operator hereby agree and acknowledge that (i) the Construction Costs in the
amounts set forth on Exhibit "E" attached hereto ("Previously Expended Construction
Costs") have, as of the Effective Date, already been properly expended by Operator, its
affiliates or third parties (other than City) toward the Updated Airport Facilities, (ii) the
Previously Expended Construction Costs are, for all purposes, credited against the
Spending Commitment, and (iii) the City has received all necessary documentation, and
Construction Completion has occurred, with regard to the portion of the Updated Airport
Facilities described on Exhibit "E" attached hereto (the "Previously Completed
Facilities").
Within forty-five (45) calendar days following receipt by the City of each Annual
Spending Report for the Updated Airport Facilities submitted in accordance with this
Section 4.15(b), the City shall notify Operator in writing either (x) that the City was able
to verify that the additional progress reflected on such Annual Spending Report toward the
satisfaction of the Spending Commitment and the Construction Completion has been met,
or (xx) that the City needs additional information from Operator to be able to make such
determination. If the City does not request additional information from Operator in writing
within such 45-day period, then it will be deemed to have agreed with the additional
progress reflected in such Annual Spending Report toward the Spending Commitment and
the Construction Completion, and such additional amounts that were not reflected on
earlier Annual Spending Reports shall be deemed "Previously Expended Construction
Costs" and "Previously Constructed Facilities" for all purposes as of such date.
(c) Insnections Durint, Construction of Undated Aimort Facilities.
During construction of the Updated Airport Facilities, at any time during Operator's
normal business hours and following reasonable written notice to Operator, the City will
have the right to inspect and evaluate the Update Airport Facilities in their entirety, and
Operator will provide full access to the same, in order for the City to monitor compliance
with the terms and conditions of this Agreement. Operator will cooperate fully with the
City during any such inspection and evaluation. Notwithstanding the foregoing, Operator
will have the right to require that any representative of the City be escorted by a
representative or security personnel of Operator during any such inspection and evaluation
and that any reasonable requirements of the general contractor or any insurer be followed.
(d) Audits.
The City will have the right throughout the Term to audit the financial records of
Operator or any Affiliate that relate to the Spending Commitment for the Updated Airport
Facilities as necessary to evaluate Operator's compliance with the Spending Commitment
set forth in this Agreement (collectively "Records") during Operator's normal business
hours. Operator must make all Records available to the City at Perot Field Fort Worth
Alliance Airport or at another location in the City acceptable to both parties following
Page 17
reasonable advance written notice by the City and will otherwise cooperate fully with the
City during any audit. The number of audits shall be limited to two (2) during each calendar
year during the Term.
(e) Certificate of Completion.
Within forty-five (45) calendar days following receipt by the City of the final
Annual Spending Report for the Updated Airport Facilities submitted in accordance with
Section 4.15(b), if the City is able to verify that the Airport Facilities Condition set forth
in Section 4.15(a) has been met (that is, that Operator, affiliates of Operator or third parties
(other than the City) expended or caused to be expended at least Thirty Million Dollars
($30,000,000.00) Construction Costs for Updated Airport Facilities by the Completion
Deadline, and that Construction Completion occurred on or before the Completion
Deadline, the City and Operator will both execute a written certificate stating that the
Airport Facilities Condition was fully satisfied on or before the Completion Deadline (the
"Certificate of Completion").
ARTICLE V
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, 2024
and end on September 30, 2025.
(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 for any Fiscal Year
including, but not limited to, landing, access, parking, tie down, concession and fuel
flowage fees and land rents, determined in accordance with generally accepted accounting
principles, consistently applied; provided, however, that it shall not include
(i) 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;
(ii) any ad valorem or sales taxes, which are levied against the Lessees of
Airport property; and
(iii) lease payments from Federal Express, or its successors or assigns, to City
under CSC 21755, as amended.
(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
Page 18
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.
(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 one (1) monthly
deposit on or about the tenth (loth) day of every month, of the previous month monies
collected from the operation of the Airport. The City shall begin the process to advance
monies to the Operator for the Operator's portion of the Airport Revenue from the City's
PeopleSoft Accounts Payable System after Administration has verified and confirmed the
Operator's deposit.
5.3 The City shall begin the process to advance monies to the Operator for the Operator's
portion of the Airport Revenue from the City's PeopleSoft Accounts Payable System after
Administration has verified and confirmed the Operator's deposit. 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, 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 Subject to Section 5.9, 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
supporting invoices and payment records as acceptable to the City and shall itemize the
following:
Page 19
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
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.
(a) From the Effective Date until the end of the Initial Term, and during any Renewal
Term thereafter, the City shall retain thirty-five percent (35%) of all Airport Revenue
subject to the terms and conditions set forth in Section 5.9(a)(1) of this Agreement and, as
total compensation for all services and obligations performed by Operator under this
Agreement, Operator shall receive sixty-five percent (650/0) of all Airport Revenue. For the
avoidance of doubt and as an example, if the total Airport Revenue for a given period is
Page 20
$1,000,000.00, then the City shall retain $350,000.00 ($100,000.00 of which the City will
deposit into the Alliance Airport Capital Fund), and Operator shall receive $650,000.00.
(1) Alliance Airport Capital Fund.
Ten percent (10%) of total Airport Revenue taken from the City's 35%
share of Airport Revenue shall be deposited by the City into a capital fund titled
the "Alliance Airport Capital Fund." For the avoidance of doubt and as an example,
if the total Airport Revenue for a given period is $1,000,000.00, then the City shall
retain $350,000.00 ($100,000.00 of which the City will deposit into the Alliance
Airport Capital Fund), and Operator shall receive $650,000.00. The Alliance
Airport Capital Fund shall be used only for (i) capital maintenance on City owned
Airport Facilities (defined below) at Perot Field Fort Worth Alliance Airport as part
of the local (City) contribution for FAA approved airport projects funded by airport
improvement program grants; (ii) repair, rebuilding and replacement of the airfield
and infrastructure at Alliance Airport which are either (A) set forth on the Capital
Budget for the Airport prepared by the Operator and approved by the City, or (B)
emergency repairs that may be necessary to avoid cessation or disruption of normal
operations at the Airport; and/or (iii) new infrastructure or safety projects at the
Airport which are approved by the City including, without limitation, runways,
taxiways, aprons, lighting, markings, striping, and navigation aids.
Notwithstanding anything to the contrary, Operator shall have no responsibility or
obligation for the costs and expenses of capital projects including, without
limitation, the costs and expenses of design, engineering, initial construction,
capital maintenance, repair, rebuilding or replacement of Airport Facilities.
(2) Airport Facilities.
"Airport Facilities" shall include, without limitation, airfield improvements
and facilities, runways, taxiways, aprons, lighting, markings, striping, navigation
aids, roads, drives, driveways, sidewalks, parking lots, fencing, erosion prevention,
safety facilities, noise mitigation projects, drainage facilities, utilities, buildings,
fuel facilities, and other infrastructure facilities and improvements at Alliance
Airport.
(3) Sudden Reduction in Revenue from Landing Fees.
In the event that revenue from landing fees at the Airport drops by more
than twenty-five percent (25%) during any sixty (60) day period (such as in the
event that one or more of the carriers or users of the Airport cease or dramatically
reduce operations at the Airport), Operator may thereafter send written notice to the
City, in which event the City and Operator agree to meet and discuss the possibility
of adjusting the allocations of Airport Revenue set forth in Section 5.9(a) above.
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
Page 21
this Agreement and the Operator agrees to maintain and keep available such records,
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.
ARTICLE VI
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 submitting a proposal or bid, as appropriate,
or furnishing such services, which submitted may be either accepted or rejected by the City.
ARTICLE VII
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.
Page 22
ARTICLE VIII
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 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 IX
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,
structures, improvements, equipment, vehicles, machinery or tools situated at the Airport.
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 this 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
Page 23
this Agreement. The Operator agrees to repair at its own cost and expense any damage
caused by such removal.
ARTICLE X
FAA REQUIREMENTS AND NON-DISCRIMINATION
10.1 The Operator agrees to comply with all FAA mandated contract provisions as laid out in
the attached Exhibit "C" herein.
ARTICLE XI
RESPONSIBILTIES 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.
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 firefighting 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 firefighting facilities and appurtenances thereto.
11.5 The City shall advance monies to the Operator in accordance with the terms and conditions
of Article V hereof.
ARTICLE XII
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 by the City shall be null and void and shall give the City the right, at its sole
discretion, to immediately terminate this Agreement.
12.2 Upon a valid assignment of this Agreement, the City shall have the right to require the
assignee to provide the City with a performance bond or other financial instrument
Page 24
acceptable to the City in an amount equal to the Risk Amount stated in Article 13.2 of the
Agreement.
ARTICLE XIII
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 V (5.7)
hereof.
13.2 At any time the Risk Amount exceeds One Million Dollars ($1,000,000) or if the City has
failed to pay any amount owed to the Operator for a period of 90 days beyond the due date
for such payment, 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 one hundred twenty (120) 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 sixty (60) 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
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
Page 25
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
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 XIV
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 XV
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
connection with this Agreement.
ARTICLE XVI
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.
Page 26
16.2 The names and addresses of those representatives of each party to which notices shall be
sent are:
To City:
City of Fort Worth
City Manager
100 Energy Way
Fort Worth, TX 76102
With copies to:
City of Fort Worth
Aviation System Director
201 American Concourse, Suite 330
Fort Worth, TX 76106
To Operator:
Alliance Air Management, Ltd.
13901 Aviator Way
Fort Worth, TX 76177
Attn: Airport Manager
With copies to:
Alliance Air Management, Ltd.
9800 Hillwood Parkway, Suite 300
Fort Worth, TX 76177
Attn: Associate General Counsel
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
to the sender.
ARTICLE XVII
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 XVIII
LIABILITY, INSURANCE, AND INDEMINFICATION
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.
Page 27
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 PEROT FIELD FORT WORTH ALLIANCE
AIRPORT BY THE OPERATOR, ITS OFFICERS, EMPLOYEES,
CONTRACTORS, SUB -CONTRACTORS, LICENSEES OR INVITEES (AND TO
PROVIDE SUCH INSURANCE AS REQUIRED IN SECTION 18.3 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 PEROT FIELD FORT
WORTH ALLIANCE AIRPORT OR ITS FACILITIES, ARISING OUT OF OR IN
CONNECTION WITH THE MANAGEMENT, OPERATION, MAINTENANCE,
USE OR OCCUPANCY OF THE PEROT FIELD FORT WORTH 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
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.
Page 28
18.4 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.
ARTICLE XIX
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 XX
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.
ARTICLE XXI
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 XXII
MISCELLANEOUS PROVISIONS
Remedies to be Nonexclusive.
22.1 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
Page 29
Non -Waiver of Rights.
22.2 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 -liability of Individuals.
22.3 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.
Estoppel Certificate.
22.4 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 Perot Field Fort Worth 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, (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.
22.5 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.
22.6 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.
22.7 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.
22.8 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 the same.
Page 30
22.9 All covenants, stipulations and agreements in this Agreement shall extend to and bind each
party hereto, its legal representatives, successors and assigns.
22.10 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.
22.11 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.
22.12 Operator acknowledges that in the execution of this Agreement, Operator reviewed the
following documents and other information pertinent to the operation of Perot Field Fort
Worth Alliance Airport and relevant to the Airport's revenue generating capabilities:
1) City Access Ordinance (City Ordinance No. 16931, as amended)
2) City Approved Schedule of Airport Rates and Charges
3) Historical Airport Revenue Data
ARTICLE XXIII
SUBORDINATION CLAUSES
23.1 This Agreement is subject and subordinate to the following:
23.1.1 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.
23.1.2 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.
23.1.3 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.
23.1.4 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 military or
naval use, and if any such lease is executed, the provisions of the Agreement insofar
as they may be inconsistent with the provisions of such lease to the Government,
shall be suspended, but such suspension shall not extend the term of the Agreement.
Page 31
23.1.5 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.
ARTICLE XXIV
VENUE
24.1 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,
nonperformance or attempted performance hereof, venue for said action shall be in
Tarrant County, Texas.
ARTICLE XXV
FORCE MAJEURE
25.1 City and Operator shall exercise their best efforts to meet their respective duties and
obligations as set forth in this Agreement, but shall not be held liable for any delay or
omission in performance due to force majeure or other causes beyond their reasonable
control, including, but not limited to, compliance with any government law, ordinance or
regulation, acts of God, acts of the public enemy, fires, strikes, lockouts, natural disasters,
pandemics, wars, riots, material or labor restrictions by any governmental authority,
transportation problems and/or any other similar causes.
ARTICLE XXVI
ENTIRE AGREEMENT
26.1 This Agreement consists of Articles I to XXVII, inclusive, Exhibits "A", 6613", "C", "D"
and "E", 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.
[Signatures Pages to Follow]
Page 32
In witness whereof, the parties hereto have caused this Agreement to be executed with
the effective date as Nov 20, 2024 , 2024.
CITY:
CITY OF FORT WORTH
Valerie Washington (Nov 19, 2024 08:24 CST)
By:
Valerie Washington
Assistant City Manager Nov 19, 2024
Date:
OPERATOR:
ALLIANCE AIR MANAGEMENT, LTD.
a Texas limited liability company
By: Alliance Air Services, Inc.,
a Texas corporation,
its general
c�K By:
Name: T. Christian Childs
Title: Preside t
Date: 1 f �! �I� O a Lj
APPROVED AS TO FORM AND LEGALITY:
Candace Ptaliam
Candace Pagliara(Nov 19, 407:42CST)
By:
Candace Pagliara
Assistant City Attorney
Date: Nov 19, 2024
Form 1295: Not required
Contract Authorization:
M&C: Not required
pd440���
F FORr ��a
�.s ° °°°Oadd
af.. d
ATTEST: ovag ooia
°o *°°°° °° *�
By:
L �nna�ao
Jannette S. Goodall
City Secretary Rp
Date: Nov 19, 2024
CONTRACT COMPLIANCE MANAGER
By signing, I acknowledge that I am the person responsible
for the monitoring and administration of this contract, including
ensuring all performance and reporting requirements.
aa4,C4a4,�Z,11a
Barbara Goodwin
Real Estate Manager
Date: Nov 18, 2024
Page 33
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
EXHIBIT "A"
AIRPORT PROPERTY DESCRIPTION
AFW Legal Description and Meets & Bounds Description
Perot Field Fort Worth Alliance Airport
DESCRIPTION OF 1,056.870 ACRE TRACT 1
BEING A 46,037,245 SQUARE FEET (OR 1,056.870 ACRES) TRACT OF LAND SITUATED IN THE WILLIAM SAMPLE SURVEY,
ABSTRACT NO. 1207, THE WILLIAM ZECKULAR SURVEY, ABSTRACT NO. 1454, THE MEP&P RR CO SURVEY, ABSTRACT NO. 1230,
THE BENJAMIN MATTHEWS SURVEY, ABSTRACT NO. 860, THE LANDEN A BUTLER SURVEY, ABSTRACT NO. 64, THE AW
ROBERTSON SURVEY, ABSTRACT NO. 1553, THE GREENBERRY OVERTON SURVEY, ABSTRACT NO. 972, THE ALEXANDER
MCDONALD SURVEY, ABSTRACT NO. 786, THE EB PETER SURVEY, ABSTRACT NO. 1626, THE JONATHAN EVANS SURVEY,
ABSTRACT NO. 369, THE JONATHAN EVANS SURVEY, ABSTRACT NO.470, THE GREENBERRY OVERTON SURVEY, ABSTRACT NO.
1185, THE MEP&P RR CO SURVEY, ABSTRACT NO. 1135, THE CR HARMON SURVEY, ABSTRACT NO. 737, THE ALEXANDER C
WARREN SURVEY, ABSTRACT NO. 1686, THE PLEASANT M SMITH SURVEY, ABSTRACT NO. 1170, CITY OF HASLET AND CITY OF
FORT WORTH, DENTON COUNTY AND TARRANT COUNTY, TEXAS, AND BEING ALL OF THOSE TRACTS OF LAND CONVEYED TO
THE CITY OF FORT WORTH, (ALSO KNOWN AS THE CITY OF FORT WORTH, TEXAS) AS RECORDED IN INSTRUMENT NO. 1996-
31778, INSTRUMENT NO. 2003-170163, INSTRUMENT NO. 2005-73598, INSTRUMENT NO. 2003-181167, INSTRUMENT NO.
2010-125544, INSTRUMENT NO. 2015-12544, INSTRUMENT NO. 2015-73737, INSTRUMENT NO. 2015-73753, INSTRUMENT NO.
2015-73762, INSTRUMENT NO. 2015-73772, INSTRUMENT NO. 2015-112548, INSTRUMENT NO. 2023-9371, VOLUME 2382,
PAGE 209, VOLUME 2596, PAGE 436, VOLUME 2620, PAGE 715, VOLUME 2719, PAGE 569, VOLUME 2769, PAGE 568, VOLUME
9279, PAGE 411, VOLUME 2931, PAGE 213, VOLUME 9784, PAGE 2099, VOLUME 5282, PAGE 820, PUBLIC RECORDS, DENTON
COUNTY, TEXAS, AND ALSO RECORDED IN VOLUME 9279, PAGE 388, VOLUME 9790, PAGE 1170, VOLUME 9784, PAGE 2191,
VOLUME 9784, PAGE 2167, VOLUME 9733, PAGE 244, VOLUME 9784, PAGE 2075, VOLUME 9784, PAGE 2141, VOLUME 2949,
PAGE 320, VOLUME 3158, PAGE 95, VOLUME 10602, PAGE 1451, VOLUME 16429, PAGE 239, INSTRUMENT NO. D192011425,
INSTRUMENT NO. D222216818, INSTRUMENT NO. D219033794, OFFICIAL PUBLIC RECORDS, TARRANT COUNTY, TEXAS, AND
BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS:
BEGINNING AT THE MOST WESTERLY NORTHWEST CORNER OF LOT 1, BLOCK 1 OF WESTPORT PARK ADDITION, AN ADDITION
TO THE CITY OF HASLET AS RECORDED IN BOOK A, PAGE 8543, PLAT RECORDS, TARRANT COUNTY, TEXAS;
THENCE, NORTH 79 DEGREES 34 MINUTES 16 SECONDS EAST, A DISTANCE OF 163.15 FEET TO A POINT FOR CORNER;
THENCE, NORTH 10 DEGREES 25 MINUTES 52 SECONDS WEST, A DISTANCE OF 6,848.57 FEET TO A POINT FOR CORNER;
THENCE, NORTH 23 DEGREES 43 MINUTES 44 SECONDS EAST, A DISTANCE OF 290.31 FEET TO A POINT FOR CORNER;
THENCE, NORTH 66 DEGREES 14 MINUTES 25 SECONDS WEST, A DISTANCE OF 195.95 FEET TO A POINT FOR CORNER;
THENCE, SOUTH 23 DEGREES 42 MINUTES 39 SECONDS WEST, A DISTANCE OF 6.53 FEET TO A POINT FOR CORNER;
THENCE, NORTH 09 DEGREES 53 MINUTES 51 SECONDS WEST, A DISTANCE OF 3,029.56 FEET TO A POINT FOR CORNER;
THENCE, SOUTH 89 DEGREES 59 MINUTES 39 SECONDS WEST, A DISTANCE OF 871.88 FEET TO A POINT FOR CORNER;
THENCE, NORTH 00 DEGREES 45 MINUTES 46 SECONDS WEST, A DISTANCE OF 740.62 FEET TO A POINT FOR CORNER;
THENCE, NORTH 89 DEGREES 42 MINUTES 55 SECONDS EAST, A DISTANCE OF 655.44 FEET TO A POINT FOR CORNER;
THENCE, NORTH 18 DEGREES 24 MINUTES 07 SECONDS WEST, A DISTANCE OF 1,278.97 FEET TO A POINT FOR CORNER;
THENCE, NORTH 11 DEGREES 48 MINUTES 34 SECONDS WEST, A DISTANCE OF 1,973.67 FEET TO A POINT FOR CORNER;
THENCE, NORTH 79 DEGREES 54 MINUTES 33 SECONDS EAST, A DISTANCE OF 855.69 FEET TO A POINT FOR CORNER;
THENCE, SOUTH 00 DEGREES 38 MINUTES 40 SECONDS EAST, A DISTANCE OF 617.21 FEET TO A POINT FOR CORNER;
THENCE, NORTH 89 DEGREES 47 MINUTES 32 SECONDS EAST, A DISTANCE OF 2,258.76 FEET TO A POINT FOR CORNER;
THENCE, SOUTH 00 DEGREES 37 MINUTES 22 SECONDS WEST, A DISTANCE OF 2,167.14 FEET TO A POINT FOR CORNER;
THENCE, NORTH 80 DEGREES 07 MINUTES 05 SECONDS EAST, A DISTANCE OF 338.96 FEET TO A POINT FOR CORNER;
THENCE, NORTH 24 DEGREES 00 MINUTES 14 SECONDS EAST, A DISTANCE OF 282.86 FEET TO A POINT FOR CORNER;
THENCE, NORTH 21 DEGREES 26 MINUTES 33 SECONDS EAST, A DISTANCE OF 834.02 FEET TO A POINT FOR CORNER;
THENCE, NORTH 23 DEGREES 43 MINUTES 06 SECONDS EAST, A DISTANCE OF 1,027.87 FEET TO A POINT FOR CORNER;
THENCE, NORTH 23 DEGREES 54 MINUTES 16 SECONDS EAST, A DISTANCE OF 203.24 FEET TO A POINT FOR CORNER;
THENCE, NORTH 26 DEGREES 05 MINUTES 35 SECONDS EAST, A DISTANCE OF 710.05 FEET TO A POINT FOR CORNER;
THENCE, NORTH 23 DEGREES 37 MINUTES 03 SECONDS EAST, A DISTANCE OF 560.55 FEET TO A POINT FOR CORNER AT THE
BEGINNING OF A NON -TANGENT CURVE TO THE LEFT;
ALONG SAID NON -TANGENT CURVE TO THE LEFT HAVING A RADIUS OF 2,401.82 FEET, A CENTRAL ANGLE OF 14 DEGREES 45
MINUTES 48 SECONDS, AN ARC DISTANCE OF 618.88 FEET AND A LONG CHORD WHICH BEARS NORTH 34 DEGREES 51 MINUTES
46 SECONDS EAST, A DISTANCE OF 617.17 FEET TO A POINT FOR CORNER AT THE BEGINNING OF A REVERSE CURVE TO THE
RIGHT;
ALONG SAID REVERSE CURVE TO THE RIGHT HAVING A RADIUS OF 14,348.80 FEET, A CENTRAL ANGLE OF 01 DEGREES 47
MINUTES 45 SECONDS, AN ARC DISTANCE OF 449.75 FEET AND A LONG CHORD WHICH BEARS SOUTH 23 DEGREES 07 MINUTES
06 SECONDS WEST, A DISTANCE OF 449.74 FEET TO A POINT FOR CORNER;
THENCE, SOUTH 23 DEGREES 42 MINUTES 47 SECONDS WEST, A DISTANCE OF 1,428.40 FEET TO A POINT FOR CORNER;
THENCE, NORTH 66 DEGREES 17 MINUTES 12 SECONDS WEST, A DISTANCE OF 25.00 FEET TO A POINT FOR CORNER;
THENCE, SOUTH 23 DEGREES 42 MINUTES 47 SECONDS WEST, A DISTANCE OF 1,593.50 FEET TO A POINT FOR CORNER;
THENCE, SOUTH 66 DEGREES 17 MINUTES 12 SECONDS EAST, A DISTANCE OF 25.00 FEET TO A POINT FOR CORNER;
THENCE, SOUTH 23 DEGREES 42 MINUTES 47 SECONDS WEST, A DISTANCE OF 1,173.58 FEET TO A POINT FOR CORNER;
THENCE, SOUTH 66 DEGREES 27 MINUTES 49 SECONDS EAST, A DISTANCE OF 12.08 FEET TO A POINT FOR CORNER AT THE
BEGINNING OF A NON -TANGENT CURVE TO THE LEFT
ALONG SAID NON -TANGENT CURVE TO THE LEFT HAVING A RADIUS OF 703.94 FEET, A CENTRAL ANGLE OF 28 DEGREES 44
MINUTES 43 SECONDS, AN ARC DISTANCE OF 353.17 FEET AND A LONG CHORD WHICH BEARS SOUTH 09 DEGREES 04 MINUTES
03 SECONDS WEST, A DISTANCE OF 349.47 FEET TO A POINT FOR CORNER;
THENCE, SOUTH 23 DEGREES 43 MINUTES 44 SECONDS WEST, A DISTANCE OF 206.14 FEET TO A POINT FOR CORNER AT THE
BEGINNING OF A NON -TANGENT CURVE TO THE LEFT;
ALONG SAID NON -TANGENT CURVE TO THE LEFT HAVING A RADIUS OF 823.94 FEET, A CENTRAL ANGLE OF 82 DEGREES 29
MINUTES 31 SECONDS, AN ARC DISTANCE OF 1,186.27 FEET AND A LONG CHORD WHICH BEARS SOUTH 59 DEGREES 11
MINUTES 11 SECONDS EAST, A DISTANCE OF 1,086.44 FEET TO A POINT FOR CORNER;
THENCE, SOUTH 79 DEGREES 34 MINUTES 16 SECONDS WEST, A DISTANCE OF 466.47 FEET TO A POINT FOR CORNER AT THE
BEGINNING OF A TANGENT CURVE TO THE RIGHT;
ALONG SAID TANGENT CURVE TO THE RIGHT HAVING A RADIUS OF 1,209.99 FEET, A CENTRAL ANGLE OF 14 DEGREES 30
MINUTES 20 SECONDS, AN ARC DISTANCE OF 306.33 FEET AND A LONG CHORD WHICH BEARS SOUTH 86 DEGREES 49 MINUTES
26 SECONDS WEST, A DISTANCE OF 305.52 FEET;
THENCE, SOUTH 51 DEGREES 15 MINUTES 23 SECONDS WEST, A DISTANCE OF 21.88 FEET TO A POINT FOR CORNER AT THE
BEGINNING OF A NON -TANGENT CURVE TO THE RIGHT;
ALONG SAID NON -TANGENT CURVE TO THE RIGHT HAVING A RADIUS OF 490.00 FEET, A CENTRAL ANGLE OF 55 DEGREES 29
MINUTES 15 SECONDS, AN ARC DISTANCE OF 474.54 FEET AND A LONG CHORD WHICH BEARS SOUTH 35 DEGREES 34 MINUTES
27 SECONDS WEST, A DISTANCE OF 456.21 FEET;
THENCE, SOUTH 10 DEGREES 27 MINUTES 09 SECONDS EAST, A DISTANCE OF 850.61 FEET TO A POINT FOR CORNER;
THENCE, SOUTH 79 DEGREES 28 MINUTES 22 SECONDS WEST, A DISTANCE OF 59.68 FEET TO A POINT FOR CORNER;
THENCE, SOUTH 01 DEGREES 53 MINUTES 53 SECONDS EAST, A DISTANCE OF 364.73 FEET TO A POINT FOR CORNER;
THENCE, SOUTH 10 DEGREES 25 MINUTES 44 SECONDS EAST, A DISTANCE OF 1,099.79 FEET TO A POINT FOR CORNER;
THENCE, NORTH 79 DEGREES 34 MINUTES 16 SECONDS EAST, A DISTANCE OF 3,307.62 FEET TO A POINT FOR CORNER AT THE
BEGINNING OF A NON -TANGENT CURVE TO THE LEFT;
ALONG SAID NON -TANGENT CURVE TO THE LEFT HAVING A RADIUS OF 1,044.81 FEET, A CENTRAL ANGLE OF 50 DEGREES 24
MINUTES 02 SECONDS, AN ARC DISTANCE OF 919.07 FEET AND A LONG CHORD WHICH BEARS NORTH 54 DEGREES 32 MINUTES
22 SECONDS EAST, A DISTANCE OF 889.72 FEET;
THENCE, NORTH 29 DEGREES 25 MINUTES 03 SECONDS EAST, A DISTANCE OF 1,767.28 FEET TO A POINT FOR CORNER;
THENCE, SOUTH 54 DEGREES 14 MINUTES 59 SECONDS EAST, A DISTANCE OF 301.84 FEET TO A POINT FOR CORNER;
THENCE, SOUTH 29 DEGREES 25 MINUTES 02 SECONDS WEST, A DISTANCE OF 1,371.13 FEETTO A POINT FOR CORNER, -
THENCE, SOUTH 15 DEGREES 34 MINUTES 59 SECONDS EAST, A DISTANCE OF 424.04 FEET TO A POINT FOR CORNER;
THENCE, SOUTH 29 DEGREES 25 MINUTES 02 SECONDS WEST, A DISTANCE OF 443.50 FEETTO A POINT FOR CORNER;
THENCE, SOUTH 79 DEGREES 34 MINUTES 16 SECONDS WEST, A DISTANCE OF 1,673.20 FEET TO A POINT FOR CORNER;
THENCE, SOUTH 10 DEGREES 25 MINUTES 44 SECONDS EAST, A DISTANCE OF 1,390.00 FEET TO A POINT FOR CORNER;
THENCE, NORTH 79 DEGREES 34 MINUTES 16 SECONDS EAST, A DISTANCE OF 385.29 FEET TO A POINT FOR CORNER;
THENCE, SOUTH 10 DEGREES 25 MINUTES 44 SECONDS EAST, A DISTANCE OF 1,132.00 FEET TO A POINT FOR CORNER;
THENCE, SOUTH 79 DEGREES 34 MINUTES 16 SECONDS WEST, A DISTANCE OF 269.78 FEET TO A POINT FOR CORNER AT THE
BEGINNING OF A TANGENT CURVE TO THE RIGHT;
ALONG SAID TANGENT CURVE TO THE RIGHT HAVING A RADIUS OF 166.00 FEET, A CENTRAL ANGLE OF 44 DEGREES 05
MINUTES 36 SECONDS, AN ARC DISTANCE OF 127.75 FEET AND A LONG CHORD WHICH BEARS NORTH 78 DEGREES 22 MINUTES
54 SECONDS WEST, A DISTANCE OF 124.62 FEET TO A POINT FOR CORNER;
THENCE, SOUTH 10 DEGREES 25 MINUTES 44 SECONDS EAST, A DISTANCE OF 84.28 FEET TO A POINT FOR CORNER ATTHE
BEGINNING OF A NON -TANGENT CURVE TO THE LEFT;
ALONG SAID NON -TANGENT CURVE TO THE LEFT HAVING A RADIUS OF 234.00 FEET, A CENTRAL ANGLE OF 29 DEGREES 34
MINUTES 48 SECONDS, AN ARC DISTANCE OF 120.81 FEET AND A LONG CHORD WHICH BEARS SOUTH 85 DEGREES 38 MINUTES
21 SECONDS EAST, A DISTANCE OF 119.47 FEET TO A POINT FOR CORNER;
THENCE, SOUTH 79 DEGREES 34 MINUTES 16 SECONDS WEST, A DISTANCE OF 2,772.84 FEET TO A POINT FOR CORNER;
THENCE, SOUTH 10 DEGREES 25 MINUTES 44 SECONDS EAST, A DISTANCE OF 794.96 FEET TO A POINT FOR CORNER;
THENCE, NORTH 79 DEGREES 34 MINUTES 16 SECONDS EAST, A DISTANCE OF 898.00 FEET TO A POINT FOR CORNER;
THENCE, SOUTH 10 DEGREES 25 MINUTES 44 SECONDS EAST, A DISTANCE OF 2,36S.2S FEET TO A POINT FOR CORNER;
THENCE, SOUTH 79 DEGREES 34 MINUTES 16 SECONDS WEST, A DISTANCE OF 858.00 FEET TO A POINT FOR CORNER;
THENCE, SOUTH 10 DEGREES 25 MINUTES 44 SECONDS EAST, A DISTANCE OF 200.00 FEET TO A POINT FOR CORNER;
THENCE, SOUTH 11 DEGREES 22 MINUTES 21 SECONDS WEST, A DISTANCE OF 107.70 FEET TO A POINT FOR CORNER;
THENCE, SOUTH 10 DEGREES 25 MINUTES 44 SECONDS EAST, A DISTANCE OF 2,642.85 FEET TO A POINT FOR CORNER;
THENCE, NORTH 67 DEGREES 35 MINUTES 44 SECONDS EAST, A DISTANCE OF 172.78 FEET TO A POINT FOR CORNER;
THENCE, SOUTH 07 DEGREES 35 MINUTES 44 SECONDS WEST, A DISTANCE OF 423.78 FEET TO A POINT FOR CORNER;
THENCE, SOUTH 67 DEGREES 35 MINUTES 44 SECONDS WEST, A DISTANCE OF 498.75 FEET TO A POINT FOR CORNER;
THENCE, SOUTH 10 DEGREES 25 MINUTES 44 SECONDS EAST, A DISTANCE OF 63.28 FEET TO A POINT FOR CORNER;
THENCE, SOUTH 89 DEGREES 35 MINUTES 44 SECONDS WEST, A DISTANCE OF 52.85 FEET TO A POINT FOR CORNER ATTHE
BEGINNING OF A NON -TANGENT CURVE TO THE LEFT;
ALONG SAID NON -TANGENT CURVE TO THE LEFT HAVING A RADIUS OF 2,924.79 FEET, A CENTRAL ANGLE OF 01 DEGREES 32
MINUTES 18 SECONDS, AN ARC DISTANCE OF 78.53 FEET AND A LONG CHORD WHICH BEARS SOUTH 88 DEGREES 17 MINUTES
16 SECONDS WEST, A DISTANCE OF 78.53 FEET TO A POINT FOR CORNER;
THENCE, SOUTH 87 DEGREES 47 MINUTES 59 SECONDS WEST, A DISTANCE OF 16.57 FEET TO A POINT FOR CORNER;
THENCE, SOUTH 87 DEGREES 35 MINUTES 38 SECONDS WEST, A DISTANCE OF 25S.82 FEET TO A POINT FOR CORNER AT THE
BEGINNING OF A TANGENT CURVE TO THE RIGHT;
ALONG SAID TANGENT CURVE TO THE RIGHT HAVING A RADIUS OF 2,804.79 FEET, A CENTRAL ANGLE OF 02 DEGREES 00
MINUTES 00 SECONDS, AN ARC DISTANCE OF 97.90 FEET AND A LONG CHORD WHICH BEARS SOUTH 88 DEGREES 35 MINUTES
38 SECONDS WEST, A DISTANCE OF 97.90 FEET TO A POINT FOR CORNER;
THENCE, SOUTH 89 DEGREES 35 MINUTES 38 SECONDS WEST, A DISTANCE OF 359.52 FEET TO A POINT FOR CORNER;
THENCE, NORTH 10 DEGREES 25 MINUTES 44 SECONDS WEST, A DISTANCE OF 20.71 FEET TO A POINT FOR CORNER;
THENCE, NORTH 70 DEGREES 31 MINUTES 09 SECONDS WEST, A DISTANCE OF 283.88 FEET TO A POINT FOR CORNER;
THENCE, NORTH 52 DEGREES 00 MINUTES 04 SECONDS WEST, A DISTANCE OF 269.80 FEET TO A POINT FOR CORNER;
THENCE, NORTH 46 DEGREES 54 MINUTES 16 SECONDS WEST, A DISTANCE OF 173.68 FEET TO A POINT FOR CORNER;
THENCE, NORTH 01 DEGREES 54 MINUTES 16 SECONDS WEST, A DISTANCE OF 56.57 FEET TO A POINT FOR CORNER;
THENCE, NORTH 46 DEGREES 54 MINUTES 16 SECONDS WEST, A DISTANCE OF 350.00 FEET TO A POINT FOR CORNER;
THENCE, NORTH 43 DEGREES 05 MINUTES 44 SECONDS EAST, A DISTANCE OF 260.00 FEET TO A POINT FOR CORNER;
THENCE, NORTH 46 DEGREES 54 MINUTES 16 SECONDS WEST, A DISTANCE OF 278.25 FEET TO A POINT FOR CORNER;
THENCE, SOUTH 32 DEGREES 41 MINUTES 30 SECONDS WEST, A DISTANCE OF 146.36 FEET TO A POINT FOR CORNER;
THENCE, NORTH 59 DEGREES 19 MINUTES 38 SECONDS WEST, A DISTANCE OF 24.59 FEET TO A POINT FOR CORNER;
THENCE, NORTH 28 DEGREES 39 MINUTES 14 SECONDS EAST, A DISTANCE OF 162.84 FEET TO A POINT FOR CORNER;
THENCE, NORTH 10 DEGREES 25 MINUTES 44 SECONDS WEST, A DISTANCE OF 1,284.70 FEET TO THE POINT OF BEGINNING
AND CONTAINING A CALCULATED AREA OF 46,037,245 SQUARE FEET OR 1,056.870 ACRES OF LAND.
THIS DOCUMENT WAS PREPARED UNDER 22 TAC 663.21, DOES NOT REFLECT THE RESULTS OF AN ON THE GROUND SURVEY,
AND IS NOT TO BE USED TO CONVEY OR ESTABLISH INTERESTS IN REAL PROPERTY EXCEPT THOSE RIGHTS AND INTERESTS
IMPLIED OR ESTABLISHED BY CREATION OR RECONFIGURATION OF THE POLITICAL SUBDIVISION FOR WHICH IT WAS
PREPARED
DESCRIPTION OF 0.588 ACRE TRACT 4
BEING A 25,600 SQUARE FEET (OR 0.588 ACRE) TRACT OF LAND SITUATED IN THE GREENBERRY OVERTON SURVEY, ABSTRACT
NUMBER 972, CITY OF HASLET, DENTON COUNTY, TEXAS, AND BEING ALL OF THAT TRACT OF LAND CONVEYED TO THE CITY OF
FORT WORTH, (ALSO KNOWN AS THE CITY OF FORT WORTH, TEXAS) AS RECORDED IN INSTRUMENT NO. 2015-79805, OFFICIAL
PUBLIC RECORDS, DENTON COUNTY, TEXAS, AND BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS
FOLLOWS:
BEGINNING AT THE NORTHWEST CORNER OF A CALLED 0.5877 ACRE TRACT AS RECORDED IN SAID INSTRUMENT NO. 201S-
79805, FROM WHICH A RAILROAD SPIKE FOUND BEARS NORTH 23 DEGREES 46 MINUTES 06 SECONDS EAST, A DISTANCE OF
442.82 FEET;
THENCE, NORTH 79 DEGREES 34 MINUTES 08 SECONDS EAST, A DISTANCE OF 160.00 FEET TO A POINT FOR CORNER;
THENCE, SOUTH 10 DEGREES 25 MINUTES 52 SECONDS EAST, A DISTANCE OF 160.00 FEET TO A POINT FOR CORNER;
THENCE, SOUTH 79 DEGREES 34 MINUTES 08 SECONDS WEST, A DISTANCE OF 160.00 FEET TO A POINT FOR CORNER;
THENCE, NORTH 10 DEGREES 25 MINUTES 52 SECONDS WEST, A DISTANCE OF 160.00 FEET TO THE POINT OF BEGINNING AND
CONTAINING A CALCULATED AREA OF 25,600 SQUARE FEET OR 0.588 ACRES OF LAND.
THIS DOCUMENT WAS PREPARED UNDER 22 TAC 663.21, DOES NOT REFLECT THE RESULTS OF AN ON THE GROUND SURVEY,
AND IS NOT TO BE USED TO CONVEY OR ESTABLISH INTERESTS IN REAL PROPERTY EXCEPT THOSE RIGHTS AND INTERESTS
IMPLIED OR ESTABLISHED BY CREATION OR RECONFIGURATION OF THE POLITICAL SUBDIVISION FOR WHICH IT WAS
PREPARED
EXHIBIT A (cont'd)
AIRPORT PROPERTY DESCRIPTION
AFW Legal Description and Meets & Bounds Description —Tract 5
Perot Field Fort Worth Alliance Airport
DESCRIPTION OF 40.956 ACRE TRACT 5
BEING A 1,784,041 SQUARE FEET (OR 40.956 ACRE) TRACT OF LAND SITUATED IN THE MEP&P RR CO SURVEY, ABSTRACT NO.
1921, CITY OF HASLET, TARRANT COUNTY, TEXAS, AND BEING ALL OF THOSE TRACTS OF LAND CONVEYED TO THE CITY OF FORT
WORTH, (ALSO KNOWN AS THE CITY OF FORT WORTH, TEXAS) AS RECORDED IN, VOLUME 9633, PAGE 1462, VOLUME 9569,
PAGE 1142, VOLUME 9601, PAGE 2393, VOLUME 9569, PAGE 387, INSTRUMENT NO. D189185621, AND INSTRUMENT NO.
D189185626, OFFICIAL PUBLIC RECORDS, TARRANT COUNTY, TEXAS, AND BEING MORE PARTICULARLY DESCRIBED BY METES
AND BOUNDS AS FOLLOWS:
BEGINNING AT THE NORTHEAST CORNER OF A CALLED 2.3695 ACRE TRACT AS CONVEYED IN SAID INSTRUMENT NO.
D189185621, FROM WHICH THE NORTHWEST CORNER OF LOT 2, BLOCK 1 OF ALLIANCE CROSSING, PHASE V, AN ADDITION TO
THE CITY OF HASLET, AS RECORDED IN INSTRUMENT NO. D199095599 OF THE PLAT RECORDS, TARRANT COUNTY, TEXAS BEARS
NORTH 89 DEGREES 35 MINUTES 38 SECONDS EAST, A DISTANCE OF 493.71 FEET;
THENCE, SOUTH 10 DEGREES 24 MINUTES 54 SECONDS EAST, A DISTANCE OF 251.67 FEET TO A POINT FOR CORNER;
THENCE, SOUTH 79 DEGREES 35 MINUTES 06 SECONDS WEST, A DISTANCE OF 62.00 FEET TO A POINT FOR CORNER;
THENCE, SOUTH 01 DEGREES 19 MINUTES 29 SECONDS EAST, A DISTANCE OF 5S7.00 FEET TO A POINT FOR CORNER;
THENCE, SOUTH 10 DEGREES 24 MINUTES 54 SECONDS EAST, A DISTANCE OF 450.00 FEET TO A POINT FOR CORNER;
THENCE, SOUTH 79 DEGREES 35 MINUTES 06 SECONDS WEST, A DISTANCE OF 25.00 FEET TO A POINT FOR CORNER;
THENCE, SOUTH 10 DEGREES 24 MINUTES 54 SECONDS EAST, A DISTANCE OF 450.00 FEET TO A POINT FOR CORNER;
THENCE, SOUTH 79 DEGREES 35 MINUTES 06 SECONDS WEST, A DISTANCE OF 50.00 FEET TO A POINT FOR CORNER;
THENCE, NORTH 10 DEGREES 24 MINUTES 54 SECONDS WEST, A DISTANCE OF 325.28 FEET TO A POINT FOR CORNER;
THENCE, NORTH 56 DEGREES 09 MINUTES 04 SECONDS WEST, A DISTANCE OF 35.46 FEET TO A POINT FOR CORNER;
THENCE, SOUTH 79 DEGREES 34 MINUTES 44 SECONDS WEST, A DISTANCE OF 824.58 FEET TO A POINT FOR CORNER;
THENCE, NORTH 01 DEGREES 53 MINUTES 25 SECONDS WEST, A DISTANCE OF 334.20 FEET TO A POINT FOR CORNER;
THENCE, SOUTH 89 DEGREES 33 MINUTES 28 SECONDS WEST, A DISTANCE OF 471.29 FEET TO A POINT FOR CORNER;
THENCE, NORTH 00 DEGREES 30 MINUTES 59 SECONDS WEST, A DISTANCE OF 1,172.09 FEET TO A POINT FOR CORNER;
THENCE, SOUTH 89 DEGREES 17 MINUTES 28 SECONDS EAST, A DISTANCE OF 45.16 FEET TO A POINT FOR CORNER;
THENCE, NORTH 89 DEGREES 35 MINUTES 38 SECONDS EAST, A DISTANCE OF 737.80 FEET TO A POINT FOR CORNER;
THENCE, NORTH 88 DEGREES 35 MINUTES 38 SECONDS EAST, A DISTANCE OF 102.09 FEET TO A POINT FOR CORNER;
THENCE, NORTH 87 DEGREES 35 MINUTES 38 SECONDS EAST, A DISTANCE OF 272.54 FEET TO THE BEGINNING OF A TANGENT
CURVE TO THE RIGHT;
THENCE, ALONG SAID TANGENT CURVE TO THE RIGHT HAVING A RADIUS OF 2,804.79 FEET, A CENTRAL ANGLE OF 02 DEGREES
00 MINUTES 00 SECONDS, AN ARC DISTANCE OF 97.90 FEET AND A LONG CHORD WHICH BEARS NORTH 88 DEGREES 35
MINUTES 42 SECONDS EAST, A DISTANCE OF 97.90 FEET TO A POINT FOR CORNER;
THENCE, NORTH 89 DEGREES 35 MINUTES 38 SECONDS EAST, A DISTANCE OF 50.60 FEET TO THE POINT OF BEGINNING AND
CONTAINING A CALCULATED AREA OF 1,784,041 SQUARE FEET OR 40.956 ACRES OF LAND.
THIS DOCUMENT WAS PREPARED UNDER 22 TAC 663.21, DOES NOT REFLECT THE RESULTS OF AN ON THE GROUND SURVEY,
AND IS NOT TO BE USED TO CONVEY OR ESTABLISH INTERESTS IN REAL PROPERTY EXCEPT THOSE RIGHTS AND INTERESTS
IMPLIED OR ESTABLISHED BY CREATION OR RECONFIGURATION OF THE POLITICAL SUBDIVISION FOR WHICH IT WAS
PREPARED
1 AO fF / G
067.37'
vi
%4
L78
"
co
vW
,4w
c�
1Q ��
+
L7'9" I
ca
I
O�
ul
Co.%
C15
L5 2
L48
L81
POINT OF
1 2B
BEGINNING
ti
(TRACT 3)
I
EXHIBIT "B"
UPDATED AIRPORT FACILITIES
1) Fixed Based Operations Facility
Renovate and/or rehabilitate the existing building and hangar improvements located at 13901
Aviator Way, Fort Worth, Texas 76177, which may include approximately 23,830 square feet of
office/administration space, approximately 68,000 square feet of hangar space and approximately
25,000 square feet of aviation support, storage and shop space and associated common area.
2) Fuel Farm Expansion
Expand fuel farm facility to increase fuel storage capacity for Avgas from 10,000 gallons to 20,000
gallons, and Jet A from 85,000 to 95,000 gallons.
3) U.S. Customs Facility
Renovate the former Fixed Based Operations administrative office building, or provide other space
on the Airport to accommodate on -site U.S. Customs personnel and operations.
4) New Hangar Facility
Design and construct a new hangar containing in the aggregate approximately 30,000 square feet,
which may include office space and aviation support, storage and shop space and associated
common area.
EXHIBIT "C"
FAA MANDATED CONTRACT PROVISIONS
FORT WORTH
City of Fort
Worth
Federal Contract Provisions
FCP-1 GENERAL CIVIL RIGHTS PROVISIONS
In all its activities within the scope of its airport program, the Contractor agrees to comply with
pertinent statutes, Executive Orders, and such rules as identified in Title VI List of Pertinent
Nondiscrimination Acts and Authorities to ensure that no person shall, on the grounds of race,
color, national origin (including limited English proficiency), creed, sex (including sexual
orientation and gender identity), age, or disability be excluded from participating in any activity
conducted with or benefiting from Federal assistance.
This provision is in addition to that required by Title VI of the Civil Rights Act of 1964.
The above provision binds the Contractor and subcontractors from the bid solicitation period
through the completion of the contract.
FCP-2 CIVIL RIGHTS — TITLE VI ASSURANCES
TITLE VI LIST OF PERTINENT NONDISCRIMINATION ACTS AND AUTHORITIES
During the performance of this contract, the Contractor, for itself, its assignees, and successors
in interest (hereinafter referred to as the "Contractor") agrees to comply with the following non-
discrimination statutes and authorities; including but not limited to:
• Title VI of the Civil Rights Act of 1964 (42 USC § 2000d et seq., 78 stat. 252) (prohibits
discrimination on the basis of race, color, national origin);
• 49 CFR part 21 (Non-discrimination in Federally -Assisted programs of the Department of
Transportation —Effectuation of Title VI of the Civil Rights Act of 1964);
• The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970,
(42 USC § 4601) (prohibits unfair treatment of persons displaced or whose property has
been acquired because of Federal or Federal -aid programs and projects);
• Section 504 of the Rehabilitation Act of 1973 (29 USC § 794 et seq.), as amended (prohibits
discrimination on the basis of disability); and 49 CFR part 27 (Nondiscrimination on the
Basis of Disability in Programs or Activities Receiving Federal Financial Assistance);
• The Age Discrimination Act of 1975, as amended (42 USC § 6101 et seq.) (prohibits
discrimination on the basis of age);
• Airport and Airway Improvement Act of 1982 (49 USC § 47123), as amended (prohibits
discrimination based on race, creed, color, national origin, or sex);
• The Civil Rights Restoration Act of 1987 (PL 100-259) (broadened the scope, coverage
and applicability of Title VI of the Civil Rights Act of 1964, the Age Discrimination Act
of 1975 and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of
the terms "programs or activities" to include all of the programs or activities of the Federal -
aid recipients, sub -recipients and contractors, whether such programs or activities are
Federally funded or not);
• Titles II and III of the Americans with Disabilities Act of 1990 (42 USC § 12101, et seq)
(prohibit discrimination on the basis of disability in the operation of public entities, public
and private transportation systems, places of public accommodation, and certain testing
entities) as implemented by U.S. Department of Transportation regulations at 49 CFR parts
37 and 38;
• The Federal Aviation Administration's Nondiscrimination statute (49 USC § 47123)
(prohibits discrimination on the basis of race, color, national origin, and sex);
• Executive Order 12898, Federal Actions to Address Environmental Justice in Minority
Populations and Low -Income Populations (ensures nondiscrimination against minority
populations by discouraging programs, policies, and activities with disproportionately high
and adverse human health or environmental effects on minority and low-income
populations);
• Executive Order 13166, Improving Access to Services for Persons with Limited English
Proficiency, and resulting agency guidance, national origin discrimination includes
discrimination because of limited English proficiency (LEP). To ensure compliance with
Title VI, you must take reasonable steps to ensure that LEP persons have meaningful access
to your programs [70 Fed. Reg. 74087 (2005)];
• Title IX of the Education Amendments of 1972, as amended, which prohibits you from
discriminating because of sex in education programs or activities (20 USC § 1681, et seq).
COMPLIANCE WITH NONDISCRIMINATION REOUIREMENTS:
During the performance of this contract, the Contractor, for itself, its assignees, and successors
in interest (hereinafter referred to as the "Contractor"), agrees as follows:
1. Compliance with Regulations: The Contractor (hereinafter includes consultants) will
comply with the Title VI List of Pertinent Nondiscrimination Acts and Authorities, as
they may be amended from time to time, which are herein incorporated by reference
and made a part of this contract.
2. Nondiscrimination: The Contractor, with regard to the work performed by it during
the contract, will not discriminate on the grounds of race, color, national origin
(including limited English proficiency), creed, sex (including sexual orientation and
gender identity), age, or disability in the selection and retention of subcontractors,
including procurements of materials and leases of equipment. The Contractor will not
participate directly or indirectly in the discrimination prohibited by the
Nondiscrimination Acts and Authorities, including employment practices when the
contract covers any activity, project, or program set forth in Appendix B of 49 CFR
part 21.
3. Solicitations for Subcontracts, including Procurements of Materials and
Equipment: In all solicitations, either by competitive bidding or negotiation made by
the Contractor for work to be performed under a subcontract, including procurements
of materials, or leases of equipment, each potential subcontractor or supplier will be
notified by the Contractor of the contractor's obligations under this contract and the
Nondiscrimination Acts and Authorities on the grounds of race, color, or national
origin.
4. Information and Reports: The Contractor will provide all information and reports
required by the Acts, the Regulations, and directives issued pursuant thereto and will
permit access to its books, records, accounts, other sources of information, and its
facilities as may be determined by the Sponsor or the Federal Aviation Administration
to be pertinent to ascertain compliance with such Nondiscrimination Acts and
Authorities and instructions. Where any information required of a contractor is in the
exclusive possession of another who fails or refuses to furnish the information, the
Contractor will so certify to the Sponsor or the Federal Aviation Administration, as
appropriate, and will set forth what efforts it has made to obtain the information.
5. Sanctions for Noncompliance: In the event of a Contractor's noncompliance with the
non-discrimination provisions of this contract, the Sponsor will impose such contract
sanctions as it or the Federal Aviation Administration may determine to be appropriate,
including, but not limited to:
a. Withholding payments to the Contractor under the contract until the Contractor
complies; and/or
b. Cancelling, terminating, or suspending a contract, in whole or in part.
6. Incorporation of Provisions: The Contractor will include the provisions of
paragraphs one through six in every subcontract, including procurements of materials
and leases of equipment, unless exempt by the Acts, the Regulations, and directives
issued pursuant thereto. The Contractor will take action with respect to any subcontract
or procurement as the Sponsor or the Federal Aviation Administration may direct as a
means of enforcing such provisions including sanctions for noncompliance. Provided,
that if the Contractor becomes involved in, or is threatened with litigation by a
subcontractor, or supplier because of such direction, the Contractor may request the
Sponsor to enter into any litigation to protect the interests of the Sponsor. In addition,
the Contractor may request the United States to enter into the litigation to protect the
interests of the United States.
Instrument ID - 3117824
EXHIBIT "D"
FORM LETTER OF CREDIT
BANK OF AMERICA - CONFIDENTIAL PAGE: 1
DATE. AUGUST 18, 2011
IRREVOCABLE STANDBY LETTER OF CREDIT NUMBER: 3117824
BENEFICIARY
CITY OF FORT WORTH, TEXAS
1000 THROCKMORTON STREET
FORT WORTH, TX 76102
ATTN: CITY MANAGER
BankofAmerica'�
ISSUING BANZ
BANK OF AMERICA, N.A.
1000 W. TEMPLE STREET
7TH FLOOR, CA9-705-07-05
LOS ANGELES, CA 90012-1514
APPLICANT
ALLIANCE AIR MANAGEMENT, LTD.
2222 ALLIANCE BLVD, SUITE 100
FORT WORTH, TX 76177
ATTN: MR. M. THOMAS MASON
AMOUNT
NOT EXCEEDING USD 100,000.00
NOT EXCEEDING ONE HUNDRED THOUSAND AND 00/100'S US DOLLARS
EXPIRATION
AUGUST 31, 2012 AT OUR COUNTERS
WE HEREBY ESTABLISH IN YOUR FAVOR OUR IRREVOCABLE STANDBY LETTER OF
CREDIT NO. 3117824 WHICH IS AVAILABLE WITH BANK OF AMERICA N.A., BY
PAYMENT AGAINST YOUR DRAFTS AT SIGHT DRAWN ON BANK OF AMERICA N.A.,
ACCOMPANIED BY THE DOCUMENT DETAILED BELOW:
BENEFICIARY's SIGNED STATEMENT CERTIFYING THAT:
'ALLIANCE AIR MANAGEMENT, LTD., HAS DEFAULTED IN ITS PERFORMANCE
RELATED TO THE FIDELITY OF THE PERSON OR PERSONS PERFORMING THE
ACCOUNTING AND FINANCIAL SERVICES WITH RESPECT TO THAT CERTAIN
MANAGEMENT AGREEMENT BETWEEN THE CITY OF FORT WORTH, TEXAS AND
ALLIANCE AIR MaNr-MbM T , LTD. FOR THE MANAGEMENT, OPERATION AND
MAINTENANCE OF FORT WORTH ALLIANCE AIRPORT, AND THE CITY OF FORT
WORTH, AS BENEFICIARY, HEREBY DRAWS THE AMOUNT OF $
ALL DRAFT(S) DRAWN UNDER THIS LETTER OF CREDIT MUST INDICATE, 'DRAWN
UNDER BANK OF AMERICA, N.A. IRREVOCABLE STANDBY LETTER OF CREDIT NO,
3217824 DATED AUGUST 18, 2011.'
IT IS A CONDITION OF THIS LETTER OF CREDIT THAT IT SHALL BE DEEMED
AUTOMATICALLY EXTENDED WITHOUT AM =MENT FOR A PERIOD OF ONE (1) YEAR
FROM THE PRESENT OR ANY FUTURE EXPIRATION DATE, UNLESS AT LEAST
THIRTY (30) DAYS PRIOR TO ANY EXPIRATION DATE, WE NOTIFY YOU BY
REGISTERED MAIL OR OVERNIGHT COURIER SERVICE AT THE ABOVE ADDRESS
THAT WE ELECT NOT TO EXTEND THIS LETTER OF CREDIT.
WE HEREBY ENGAGE WITH YOU THAT DRAFT(S) DRAWN UNDER AND IN COMPLIANCE
COPY
Bank of America',
Instrument ID 3117824
BANK OF AMERICA - CONFIDENTIAL PAGE: 2
THIS IS AN INTEGRAL PART OF LETTER OF CREDIT NUMBER: 3117824
WITH THE TERMS OF THIS LETTER OF CREDIT WILL BE DULY HONORBD UPON
PRESENTATION TO US AT BANK OF AMERICA, N.A., 1000 WEST TEMPLE STREET,
7TH FLOOR, MAIL CODE: CA9-705-07-05, LOS ANGELES, CA 90012-1514 ATTN:
STANDBY LETTER OF CREDIT DEPARTMENT, AS SPECIFIED HEREIN OR BY
FACSIMILE TO SANK OF AMERICA, N.A., FAX NUMBER: 213-467-8441 (IF
PRESENTED BY FAX IT MUST BE FOLLOWED UP BY A PHONE CALL TO US AT
1-800-541-6096 OPT 1. TO CONFIRM RECEIPT) PROVIDED, HOWEVER, THAT THE
ABSENCE OF SUCH TELEPHONE CONFIRMATION SHALL NOT AFFECT OUR
OBLIGATION TO HONOR ANY DRAWING. IN THE EVENT OF FACSIMILE DRAWING,
THE ORIGINAL DOCUMENTS ARE NOT REQUIRED FOR PRESENTATION.
EXCEPT AS OTHERWISE EXPRESSLY STATED HEREIN, THIS LETTER OF CREDIT IS
SUBJECT TO THE INTERNATIONAL STANDBY PRACTICES (ISP98), INTERNATIONAL
CHAMBER OF COMMERCE PUBLICATION NO. 590.
IF YW REQUIRE ANY ASSISTANCE OR HAVE ANY QUESTIONS REGARDING THIS
TRANSACTION, PLEASE CALL 1-800-541-6096 OPT 1.
--------------------------
AUTHORI2ED SIGNATURE
THIS DOCUMENT CONSISTS OF 2 PAGE(S).
COPY
EXHIBIT "E"
PREVIOUSLY EXPENDED CONSTRUCTION COSTS
AND PREVIOUSLY COMPLETED FACILITIES
1. $18,556,205 in construction costs to renovate and rehabilitate the building located at 13901
Galaxy Way for the new FBO facility. The rehabilitated area includes 23,830 square feet
of office space for administration/operations, 68,000 square feet of existing hangar space,
and 25,000 square feet of aviation support storage, and shop space.
2. $1,610,000 in construction costs to expand the fuel farm facility to increase fuel storage
capacity for Avgas from 10,000 gallons to 20,000 gallons, and Jet A from 20,000 gallons
to 40,000 gallons.
SCHEDULE 1
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
to the availability of space at the Airport or at other airports in the Greater- Dallas/Fort
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:
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.
Table 1
Perot Field Fort Worth Alliance Airport
Operating Expense Budget
Fiscal Year 2025
Operating Expense Categories
Payroll $1,982,850
Utilities $36,300
Insurance $123,481
Legal $20,000
Taxes $12,021
Maintenance $329,952
Supplies $20,000
Administration Allocation $380,000
Total $2,904,604
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 the Operator's 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, 100 Energy Way, Fort Worth, Texas 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 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 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.
General Requirements
(a) The commercial general liability and automobile liability policies must name City as an
additional insured thereon, as its interests may appear, as to Operator's acts and
omissions. The term City includes its employees, officers, officials, agents, and volunteers
in respect to the contracted services.
(b) The workers' compensation policy must include a Waiver of Subrogation (Right of
Recovery) in favor of City.
(c) A minimum of Thirty (30) days' notice of cancellation or reduction in limits of coverage
must be provided to City. Ten (10) days' notice will be acceptable in the event of non-
payment of premium. Notice must be sent to the City in accordance with the notice provision
of this Agreement.
(d) The insurers for all policies must be licensed and/or approved to do business in the State of
Texas. All insurers must have a minimum rating of A- VII in the current A.M. Best Key
Rating Guide, or have reasonably equivalent financial strength and solvency to the
satisfaction of Risk Management. If the rating is below that required, written approval of
Risk Management is required.