HomeMy WebLinkAboutContract 62948CSC No. 62948
CARGO CARRIER OPERATING AGREEMENT
FOR
FORT WORTH ALLIANCE AIRPORT
by and between
City of Forth Worth
and
Hawaiian Airlines, Inc.
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Execution Copy
Table of Contents
ARTICLE 1 DEFINITIONS AND EXHIBITS............................................................................. 1
1.1
Basic Data.............................................................................................1
1.2
Additional Definitions..........................................................................2
ARTICLE 2
USE OF THE AIRPORT AND RELATED FACILITIES .......................................
4
2.1
Airline Rights and Privileges...............................................................4
2.2
Exclusions and Reservations................................................................5
ARTICLE 3
OPERATION AND MAINTENANCE OF THE AIRPORT ...................................
6
3.1
City Obligations...................................................................................6
ARTICLE 4
FEES AND CHARGES............................................................................................
7
4.1
Signatory Airline Landing Fees...........................................................7
4.2
Special Charges....................................................................................8
4.3
Use Contingent Upon Payment............................................................8
4.4
Payment................................................................................................8
4.5
Schedules and Audit.............................................................................9
4.6
Security Deposit...................................................................................9
ARTICLE 5
AFFILIATES..........................................................................................................
10
5.1
Airline's Designation of Affiliates.....................................................10
5.2
Applicability of Agreement to Affiliates...........................................11
5.3
Termination of Status of Affiliate......................................................
I I
ARTICLE 6
INDEMNIFICATION AND INSURANCE...........................................................
11
6.1
Indemnification..................................................................................11
6.2
Insurance............................................................................................12
6.3
Forms of Insurance Coverage............................................................14
ARTICLE 7
COMPLIANCE WITH LAWS...............................................................................
15
7.1
General Laws......................................................................................15
7.2
Airport Rules and Regulations...........................................................15
7.3
Licenses, Certificates and Authorizations..........................................15
7.4
Wage Hour Laws................................................................................15
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TABLE OF CONTENTS
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Page
ARTICLE 8 CIVIL RIGHTS AND AFFIRMATIVE ACTION ................................................. 15
8.1 General Civil Rights Provisions.........................................................15
8.2 Compliance with Nondiscrimination Requirements ..........................16
8.3 Title VI Clauses for Transfer of Real Property Acquired or
Improved Under the Airport Improvement Program .........................17
8.4 Clauses for Construction/Use/Access to Real Property Acquired
Under the Activity, Facility or Program............................................17
8.5 Title VI List of Pertinent Nondiscrimination Acts and
Authorities..........................................................................................18
8.6 Subordination to Agreements with the United States ........................19
8.7 No Exclusive Rights...........................................................................19
8.8 Right to Develop Airport....................................................................19
8.9 Right of Flight....................................................................................19
8.10 14 C.F.R Part 77, Obstructions in Navigable Airspace.....................19
8.11 War or National Emergency...............................................................20
8.12 No Interference with Airport Operations...........................................20
8.13 SEC Rule 15c2-12..............................................................................20
8.14 Americans with Disabilities Act("ADA")........................................20
ARTICLE 9 AIRLINE DEFAULT AND TERMINATION BY CITY ...................................... 20
9.1 Airline Default....................................................................................20
9.2 City's Remedies.................................................................................22
9.3 Termination........................................................................................22
9.4 The City's Right to Perform...............................................................23
9.5 Airline's Rights Related to Termination............................................23
9.6 Bankruptcy.........................................................................................23
ARTICLE 10 AIRPORT DEFAULT AND TERMINATION BY AIRLINE ............................ 23
10.1 Events of Default................................................................................23
10.2 Airline's Remedy...............................................................................24
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TABLE OF CONTENTS
(continued)
Page
ARTICLE 11 ENVIRONMENTAL............................................................................................
24
11.1
Airline Representations, Warranties, And Covenants .......................26
11.2
Information to be Provided to the City..............................................28
11.3
Response and Compliance Actions....................................................29
11.4
Correction of Environmental Non-compliance..................................30
11.5
Corrective Action Process..................................................................31
11.6
Environmental Indemnification and Reimbursement ........................31
11.7
Limitations..........................................................................................32
11.8
Waiver................................................................................................33
11.9
Survival of Environmental Provisions...............................................33
11.10 Resource Conservation and Recycling...............................................33
ARTICLE 12
ASSIGNMENT.....................................................................................................
33
ARTICLE 13
MISCELLANEOUS PROVISIONS....................................................................34
13.1
Nature of Agreement..........................................................................34
13.2
Governing Law and Venue................................................................34
13.3
Entire Understanding..........................................................................34
13.4
Amendments.......................................................................................34
13.5
Cumulative Rights..............................................................................34
13.6
Construction to Save Agreement........................................................35
13.7
No Waiver..........................................................................................35
13.8
Relationship of Parties.......................................................................35
13.9
No Third -Party Beneficiaries.............................................................35
13.10
Successors and Assigns......................................................................35
13.11
Labor Disputes...................................................................................35
13.12
Force Majeure.....................................................................................36
13.13
No Personal Liability.........................................................................36
13.14
Acceptance of Payments....................................................................36
TABLE OF CONTENTS
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Page
13.15 Attorneys' Fees...................................................................................36
13.16 Taxes...................................................................................................36
13.17 Memorandum of Lease.......................................................................37
13.18 Approval or Consent..........................................................................37
13.19 Time of the Essence...........................................................................37
13.20 Notices................................................................................................37
13.21 Counterparts.......................................................................................38
13.22 Capacity to Execute............................................................................38
13.23 Incorporation of Exhibits...................................................................38
13.24 Titles...................................................................................................38
13.25 Other Agreements...............................................................................38
13.26 Agreement Not to Grant More
Favorable Terms...............................38
13.27 Agent for Service................................................................................38
Execution Copy
LIST OF EXHIBITS
Exhibit Title
A Map of the Airport
B Aviation Department's Minimum Standards
C Form of Monthly Landing Report
D Form of Affiliate Operating Agreement
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Execution Copy
THIS CARGO CARRIER OPERATING AGREEMENT (this "Agreement") is made by
and between the CITY OF FORT WORTH, TEXAS, a home -rule city and political subdivision
of the State of Texas (the "City") and Hawaiian Airlines, Inc. a corporation organized and
existing under the laws of the State of Delaware and authorized to do business in the State of Texas
("Airline").
WITNESSETH:
WHEREAS, the City, is the owner of the Fort Worth Alliance Airport, located in Tarrant
and Denton County, Texas (the "Airport");
WHEREAS, the City has the right to license the use of property and facilities on the Airport
and has the full power and authority to enter into this Agreement in respect thereof;
WHEREAS, the City has entered into an operating agreement, dated as of January 1, 1994
and subsequently amended with Alliance Air Services, a Hillwood Company (the "Airport
Operator"), for the management, operation and maintenance of the Airport;
WHEREAS, Airline is engaged in the business of transportation by air of property, mail or
cargo; and
WHEREAS, Airline desires to obtain certain rights, services and privileges in connection
with the use of the Airport and its facilities, and the City is willing to grant the same to Airline
upon the terms and conditions in this Agreement.
NOW THEREFORE, for and in consideration of the mutual covenants and agreements
herein contained, the City and Airline do hereby mutually undertake, promise and agree, each for
itself and its successors and assigns, as follows:
Article 1 DEFINITIONS AND EXHIBITS
1.1 Basic Data
Each reference in this Agreement to any of the following subjects incorporates the
information specified below:
City:
City's Overnight Delivery and Street Address
City's Post Office and Payment Address
City of Fort Worth, Texas or its designee.
201 American Concourse, Suite 330, Fort
Worth, Texas 76106; with a copy to City
Attorney's Office, 100 Fort Worth Trail, Fort
Worth, TX 76102.
201 American Concourse, Suite 330, Fort
Worth, Texas 76106.
Airport Operator: Alliance Air Services
Airport Operator's Overnight Delivery/Street Address: 13901 Aviator Way, Suite 100; Fort
Worth, Texas 76177.
Airport Operator's Post Office and Payment Address: 13901 Aviator Way, Suite 100, Suite 100;
Fort Worth, Texas 76177.
Airline: Hawaiian Airlines, Inc
Airline's Overnight Delivery and Street Address:
Hawaiian Airlines — Corporate Real Estate
3375 Koapaka St., Suite G350
Honolulu, HI 96819
Attn: Antony Tam
with a copy to:
Hawaiian Airlines — Law
3375 Koapaka St., Suite G350
Honolulu, HI 96819
Agreement: This Cargo Carrier Operating Agreement as the same may be amended or
supplemented from time to time pursuant to the terms hereof.
Effective Date: 12:00 AM Central Daylight -Saving Time, February 1, 2025.
Term: The period of time beginning on the Effective Date and ending on the
Expiration Date, unless earlier terminated as provided in this Agreement.
Notwithstanding anything set forth herein to the contrary, both Airline and
City shall be entitled to terminate this Agreement without cause at any time
during the Term upon twelve (12) months written notice to the other party
hereto, such termination to be effective at the end of the twelve (12) month
notice period. Notwithstanding the above, Airline may cease operations at
the Airport without providing such notice.
Expiration Date: 11:59 PM Central Daylight -Saving Time, March 31, 2041.
Permitted Uses: As provided in Article 2.
Security Deposit: As provided in Section 4.6.
1.2 Additional Definitions.
The following words, terms and phrases wherever used in this Agreement have the
following meanings:
Affiliate means a Cargo Carrier that is (i) a parent or subsidiary of Airline or under the
same parental control as Airline, (ii) otherwise operates under essentially the same trade name as
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Airline at the Airport and uses essentially the same livery as Airline; or (iii) operates cargo feeder
flights at the Airport under the direction and control of Airline. Airline shall provide the Airport
Operator with advance written notice prior to designating a new Affiliate. Airline shall provide
the City with advance written notice prior to the cancellation of any designation of an Affiliate
before the cancellation of such designation.
Air Transportation Business means that business operated by Airline at the Airport for the
commercial transportation by air of property, mail or cargo.
Airfield means the runways, taxiways and public parking aprons at the Airport.
Airline Entity means Airline's employees, contractors, subcontractors, agents, licensees,
sublessees, Affiliates, vendors, invitees and other parties under Airline's direction or control that
come onto the Airport in connection with Airline's use or occupancy of the Airport.
Airport means the realty and improvements generally known and designated as the Fort
Worth Alliance Airport, including all real property and easements, improvements and
appurtenances thereto, structures, buildings, fixtures, machinery, equipment, vehicles, supplies
and other tangible personal property, or interest in any of the foregoing, now or hereafter leased or
acquired by the City, less any thereof which may be consumed, sold or otherwise disposed of. A
depiction of the physical layout of the Airport as of the Effective Date is set forth in Exhibit A.
Airport Rules and Regulations means, collectively, all applicable rules, procedures,
requirements, standards and regulations currently effective and hereafter amended, adopted or
established by the City that are applicable to the Airport, including without limitation any
minimum use standards and operating standards as well as any requirements listed in any access
permit issued to Airline, all of which are incorporated into and made a part of this Agreement, as
well as the rules and procedures in Exhibit B; provided that such Airport Rules and Regulations
do not conflict with applicable provisions of state or federal law or the provisions of this
Agreement and are enforced in a nondiscriminatory manner. The City shall provide at least thirty
(30) days' advance written notice of any new or amended Airport Rules and Regulations affecting
Airline.
Applicable Laws means, collectively, all applicable present and future laws, rules,
regulations, ordinances, orders, directives, notices, federal grant assurances, limitations,
restrictions, or prohibitions of any federal, state or local governmental authority lawfully
exercising authority over the Airport or the activities and business operations of Airline, as they
may be amended from time to time, whether foreseen or unforeseen, ordinary as well as
extraordinary, including without implied limitation those relating to (i) health, sanitation and
safety; (ii) the environment, including without limitation all Environmental Laws; (iii) access for
persons with disabilities, including without limitation the Americans with Disabilities Act of 1990,
42 U.S.C. §§ 12101 et seq.; and (iv) airport security, including without limitation the regulations
of the TSA, 49 CFR Parts 1540, 1542, 1544 et seq.
Carp-o Carrier means a carrier certificated by the Secretary of the U.S. Department of
Transportation as a Cargo Carrier under 49 U.S.C. § 41103.
Claims means any and all liability, damages, losses, expenses, claims, judgments,
demands, penalties or fines, including without limitation reasonable attorneys' fees and court costs.
Consumer Price Index or CPI means the Consumer Price Index for All Urban Consumers
(CPI-U), U.S. City Average, All items (adjusted 1982-84 = 100) published by the Bureau of Labor
Statistics of the United States Department of Labor, or a comparable index should the Department
of Labor cease to publish that index.
DHS means the Department of Homeland Security, and its authorized successor(s).
FAA means the Federal Aviation Administration, and its authorized successor(s).
Fiscal Year means the annual accounting period used for general accounting purposes
which, at the time of entering into this Agreement, is the period of twelve consecutive months
beginning with the first day of October of any year.
Landin., Fees means fees paid by Airline in accordance with Section 4.1.
Landing Fee Rate means the rate used to calculate Landing Fee in accordance with Section
4.1.
Maximum Gross Landed Weight means the maximum gross landing weight in one
thousand -pound units, at which each aircraft operated at the Airport by Airline is certificated by
the FAA.
Non-Si,natory Airline means any Cargo Carrier that is not a Signatory Airline.
Si,,matory Airline means a Cargo Carrier that has executed an operating agreement with the
City substantially similar to this Agreement and provides regularly scheduled service at the
Airport.
TSA means the Transportation Security Administration, and its authorized successor(s).
Additional words and phrases used in this Agreement but not defined herein have their
usual and customary meaning.
Article 2 USE OF THE AIRPORT AND RELATED FACILITIES
2.1 Airline Rights and Privileges.
In addition to all rights granted elsewhere in this Agreement, Airline shall have the right to
use, in common with others so authorized by the Airport Operator, areas, facilities, equipment and
improvements at the Airport for the operation of Airline's Air Transportation Business and all
activities reasonably necessary to such operations, including but not limited to:
2.1.1 The landing, taking off, flying over, taxiing, and towing of Airline's
aircraft in areas designated by Airport Operator; provided, however, Airline shall not permit the
use of the Airfield by any aircraft operated or controlled by Airline which exceeds the design
E!
strength or capability of the Airfield as described in the then -current FAA -approved Airport
Layout Plan (ALP) or other engineering evaluations performed subsequent to the then -current
ALP, including the then -current Airport Certification Manual, provided that such evaluations are
provided to Airline upon Airline's request.
2.1.2 The training of personnel in the employ of or to be employed by Airline
and the testing of aircraft and other equipment being utilized at the Airport in the operation of
Airline's Air Transportation Business; provided, however, said training and testing shall be
incidental to the use of the Airport in the operation by Airline of its Air Transportation Business
and shall not unreasonably hamper or interfere with the use of the Airport and its facilities by
others entitled to the use of same. The Airport Operator reserves the right to restrict or prohibit
such training and testing operations if it reasonably deems that such training and testing operations
unreasonably interferes with the use of the Airport.
2.1.3 The servicing by Airline or its suppliers, of aircraft and other equipment
being utilized at the Airport by Airline authorized by the Airport Operator in writing and at
locations designated by the Airport Operator.
2.1.4 Access to the Airport from an off -airport property, subject to an access
permit issued by the City to Hawaiian Airlines, Inc., if applicable.
2.2 Exclusions and Reservations.
2.2.1 Nothing in this Article 2 shall be construed as authorizing Airline to
conduct any business separate and apart from the conduct of its Air Transportation Business.
2.2.2 The City and its Designees shall at all times have exclusive control and
management of the Airport.
2.2.3 Airline shall not knowingly interfere or knowingly permit interference
with the use, operation or maintenance of the Airport, including but not limited to, the effectiveness
or accessibility of the drainage, sewerage, water, communications, fire protection, utility,
electrical, or other systems installed or located from time to time at the Airport.
2.2.4 As soon as reasonably possible after release from proper authorities,
Airline shall (i) remove or cause to be removed any of its disabled aircraft from the Airfield, and
(ii) place any such disabled aircraft in Airline's off -Airport leasehold or in such storage areas as
may be designated by the Airport Operator. In the event Airline fails to remove any of its disabled
aircraft as expeditiously as reasonably possible, Airport Operator may, but shall not be obligated
to, cause the removal of such disabled aircraft; provided, however, the Airport Operator shall give
Airline prior written notice of its intent to do so and provided further that Airport Operator shall
use reasonable efforts to remove such aircraft. Airline shall pay to the Airport Operator, upon
receipt of invoice, the reasonable and documented out of pocket costs actually incurred by the
Airport Operator for such removal plus twelve percent (12%).
2.2.5 Airline shall not do or permit to be done anything, either by act or failure
to act, that causes the cancellation or violation of the provisions, or any part thereof, of any policy
of insurance for the Airport, or that causes a hazardous condition so as to increase the risks
normally attendant upon operations permitted by this Agreement, provided that the Airport
Operator has previously provided the Airline with the insurance policies. If such Airline act, or
failure to act, causes cancellation of any policy, then Airline shall immediately, upon notification
by Airport Operator, do whatever is necessary to cause reinstatement of said insurance.
Furthermore, if Airline shall do or permit to be done any act not permitted under this Agreement,
or fail to do any act required under this Agreement, regardless of whether such act constitutes a
breach of this Agreement, which causes an increase in City's insurance premiums, Airline shall
immediately remedy such actions or pay the increase in premiums, upon notice from the Airport
Operator to do so.
2.2.6 The rights and privileges granted Airline pursuant to this Article 2 shall
be subject to any and all Airport Rules and Regulations and the other provisions of this Agreement.
2.2.7 Any and all rights and privileges not specifically granted to Airline for
its use of and operations at the Airport pursuant to this Agreement are hereby reserved for and to
the City.
Article 3 OPERATION AND MAINTENANCE OF THE AIRPORT
3.1 City Obligations.
3.1.1 The City shall, with reasonable diligence and using adequate qualified
personnel, prudently develop, improve, and at all times maintain and operate the Airport, and keep
the Airport in good repair.
3.1.2 The City shall use reasonable efforts keep the Airport and its aerial
approaches free from ground obstruction for the safe and proper use thereof by Airline to the extent
that the City has ownership of the land containing the ground obstruction.
3.1.3 The City shall maintain and operate the Airport in accordance with FAA
certification requirements, including 14 CFR Part 139, and maintain adequate rescue and
firefighting equipment and personnel to meet such FAA certification requirements which meet or
exceed the activity level of Airline's aircraft using the Airport.
3.1.4 The Airport shall be fully operational 24 hours per day, 365 days per year
(366 days per year during leap years), unless Airline agrees in writing to a reduced operating
schedule.
3.1.5 Subject to 3.1.6, the City shall not restrict Airline's night operations,
subject to Applicable Laws.
3.1.6 At the request of the City or Airport Operator, Airline shall work with
City and, to the extent necessary, the FAA to address local noise concerns.
3.1.7 The City shall not be liable to Airline for temporary failure to furnish all
or any of such services to be provided in accordance with this Agreement when due to mechanical
breakdown or any other cause beyond the direct control of the City.
Article 4 FEES AND CHARGES
4.1 Signatory Airline Landing Fees.
4.1.1 Signatory Airline Landing Fee Rate for Aircraft Over 40,000
Pounds. For aircraft weighing over 40,000 pounds, Airline shall pay Signatory Airline Landing
Fees for its use of the Airfield based on the Maximum Gross Landed Weight of Airline's aircraft
landing at the Airport multiplied by the Signatory Airline Landing Fee Rate.
(a)The Signatory Airline Landing Fee Rate for October 1, 2024
through September 30, 2025, is $1.90.
(b) For each subsequent Fiscal Year, the Signatory Airline
Landing Fee Rate for that Fiscal Year shall be adjusted by multiplying the Signatory Airline Land-
ing Fee Rate for the prior Fiscal Year by the percentage change in the CPI between the previous
12-month period from July 1 through June 30. For example, the Signatory Airline Landing Fee
Rate for the second Fiscal Year (October 1, 2025 through September 30, 2026) is calculated by
multiplying the prior Fiscal Year Landing Fee Rate of $1.90 by the percentage change in the CPI
from July 1, 2024 through June 30, 2025.
4.1.2 Minimum Signatory Airline Landing Fee for Aircraft Weighing
40,000 Pounds or Less. For aircraft weight 40,000 pounds or less, Airline shall pay the Minimum
Signatory Airline Landing Fee for each landing at the Airport.
(a)The Minimum Signatory Airline Landing Fee from October 1, 2024
through September 30, 2025 is $81.32,
(b) For each subsequent Fiscal Year, the Minimum Signatory
Airline Landing Fee for that Fiscal Year shall be adjusted by multiplying the Minimum Signatory
Airline Landing Fee for the prior Fiscal Year by the percentage change in the CPI for the previous
12-month period from July 1 through June 30. For example, the Minimum Signatory Airline
Landing Fee for the second Fiscal Year (October 1, 2025 through September 30, 2026) is calcu-
lated by multiplying the prior Fiscal Year Minimum Signatory Airline Landing Fee of $81.32 by
the percentage change in the CPI from July 1, 2024 through June 30, 2025.
4.1.3 Non -Signatory Airline Landing Fees and Alternative Signatory Air-
line Landing Fees.
(a) Any Airline conducting cargo operations at the Airport without en-
tering into a separate Cargo Carrier Agreement such as this Agreement with the City shall pay
"Non -Signatory Airline Landing Fees," including a Non -Signatory Airline Landing Fee Rate and
Non -Signatory Airline Minimum Landing Fee. Non -Signatory Airline Landing Fees shall be set
and published each Fiscal Year by the City.
(b) In any given Fiscal Year, if either the Non -Signatory Airline
Landing Fee Rate of Non -Signatory Airline Minimum Landing Fee multiplied by 0.85 (the "Al-
ternative Signatory Airline Landing Fee") is less than the corresponding Signatory Landing Fee
7
calculated under Sections 4.1.1 or 4.1.2, the City shall charge Airline the Alternative Signatory
Airline Landing Fee in lieu of the Landing Fee for that Fiscal Year.
4.1.4 Annual Notice of Revised Landing Fees. No later than September 1 of
each year, the Airport Operator shall provide written notice to each Signatory Airline of the next
Fiscal Year Signatory Airline Landing Fee Rate and Signatory Airline Minimum Landing Fee,
failure to provide such documents will not result in a waiver of the fees owed, the Fee to be effec-
tive October 1 of that year.
4.2 Special Charges.
The City may also charge Airline for and Airline agrees to pay within thirty (30) days after
receipt of an invoice from the City or Airport Operator:
4.2.1 Parking on the public ramp. The parking fee on the Effective Date will
be included in the City's Schedule of Rates and Charges which may be revised annually by the
City.
4.2.2 Special licenses and special permits for activities and uses of the Airport
that are not covered by this Agreement that are requested by Airline;
4.2.3 Special services requested by Airline;
4.2.4 Costs for removing disabled aircraft as specified in Section 2.2.4,
4.2.5 Reasonable, documented, out of pocket costs and expenses actually
incurred by or on behalf of the City or Airport Operator plus twelve percent (12%) (after the giving
of notice and the expiration of any applicable cure periods as provided in Section 9.1 of this
Agreement) to remove litter, debris, refuse, petroleum products (including oil and grease) that
result from the activities of Airline or its Affiliates, employees, agents or suppliers at the Airport;
and
4.2.6 Any other reasonable, documented, out of pocket costs and expenses,
plus twelve percent (12%), incurred by or on behalf of the City or Airport Operator as a result of
any failure by Airline or its Affiliates to perform their duties and obligations under this Agreement
or the Affiliate Operating Agreement (after the giving of notice and the expiration of any applica-
ble cure periods as provided in Section 9.1 of this Agreement).
4.3 Use Contingent Upon Payment.
The grant of the right, licenses, facilities, services and privileges to Airline under this
Agreement shall, in each case, be subject to the payment of the Landing Fees.
4.4 Payment.
4.4.1 On or before the 10`' day of each month, Airline shall submit to the
Airport Operator a "Monthly Landing Report" in the form of Exhibit C reporting its landing
activity for the prior month. The Airport Operator shall have the right to rely on the Monthly
Landing Report in determining Landing Fees due from Airline under this Agreement; provided,
however, Airline shall have full responsibility for the accuracy of the report.
4.4.2 Airline shall pay, without invoice from the Airport Operator, on or before
the 1 oth day of each month the Landing Fees for the prior month in an amount equal to the Landing
Fee Rate multiplied by the Airline's Maximum Gross Landing Weight for all aircraft landing at
the Airport during the prior month, as reported in the Monthly Landing Report.
4.4.3 All payments due and payable hereunder shall be paid in lawful money
of the United States of America, without set off, by electronic transfer as follows:
Account Name:
Account Number:
ABA Routing (WIRE):
ABA Routing (ACH):
Bank Name:
Branch Address:
Remittance Email:
Alliance Aviation Management, Ltd.
488020289876
026009593
111000025
Bank of America
Dallas, TX 75202
Sherri.Simpson@Hillwood.com; and
Tracy.Allan@Hillwood.com
4.4.4 After notice of delinquency to Airline and failure of Airline to cure the
delinquency through payment within 30 days from the date of the notice of delinquency, City may
impose a delinquency charge on all overdue payments at a rate that is the greater of either a 10%
interest rate or the current Wall Street Journal Prime Rate plus one percent (1 %).
4.5 Schedules and Audit
Upon execution of this Agreement, Airline shall provide the Airport Operator with its
schedule of aircraft operations for Airline and its Affiliates ("Schedule"). Airline shall provide the
Airport Operator with an updated Schedule any time there is a change to the scheduled operations
of Airline or its Affiliates that would affect the assessment of Landing Fees. Airline shall maintain
separate and accurate daily records of Airline's operations at the Airport for a period of three (3)
years after the close of each Agreement Year throughout the Term. This record -keeping obligation
shall survive the expiration or earlier termination of this Agreement. All such books and records
shall be kept in accordance with generally accepted accounting principles, consistently applied,
showing in detail all business done or transacted in, on, about, from or pertaining to the Airport,
and shall be sufficient to permit the City to calculate and verify the Landing Fees and other fees
and charges due under this Agreement. Upon the City's or Airport Operator's written request,
Airline shall make available at the Airport to the City or Airport Operator or their auditors any and
all books, records and accounts pertaining to the calculation of the Landing Fees and other fees
and charges due under this Agreement. In the event City, Airport Operator or their auditor(s)
demonstrates an underpayment of cumulative fees and charges of two percent (2%) or more for
the previous three (3) years, Airline shall pay to City or Airport Operator the cost of any review or
audit.
4.6 Security Deposit.
4.6.1 Posting of Security Deposit. On or before the Effective Date, Airline
shall provide to the City a Security Deposit in an amount equal to the estimate of three (3) months'
Landing Fees and in the form required under Section 4.6.3. As of the Effective Date, the Security
Deposit is seventy-two thousand eight hundred forty-seven dollars and five cents ($72,847.05).
The Security Deposit shall be held by the City and used to remedy Airline's defaults in the payment
of Landing Fees and other fees and charges due under this Agreement or which otherwise arise as
a result of Airline's operations at the Airport.
4.6.2 Increases to the Security Deposit. The City may increase the amount of
the Security Deposit required under Section 4.6.1 during the Term if and when Airline changes its
operating schedule in a manner that increases the estimate of three (3) months' Landing Fees that
formed the basis for the Security Deposit then in effect by more than ten percent (10%). Any such
increase in the Security Deposit shall be limited to the then current estimate of three (3) months'
Landing Fees. In the event of an increase, Airline shall comply with the new Security Deposit
requirement within thirty (30) days of receipt of written notice by the City.
4.6.3 Standby Letter of Credit Requirements. The Security Deposit shall be in
the form of an irrevocable standby letter of credit drawn on a bank having either a branch in Tarrant
County or a bank that allows the Letter of Credit to be presented by facsimile. The bank is required
to have a long-term, letter of credit rating and bank deposit rating from two (2) of the three (3)
rating agencies of at least A2/A/A by Moody's Investor Services, Standard & Poor's and Fitch
Ratings, respectively. The letter of credit shall be in a form approved by the City.
4.6.4 Duty to Maintain Security Deposit - Default. Airline shall maintain the
required Security Deposit continuously throughout the Term. Failure to do so shall be deemed a
default and shall be grounds, at City's discretion, upon ten (10) days' written notice unless the
default is cured, for immediate termination of this Agreement.
4.6.5 Duty to Rebate. The Security Deposit or the remaining portion thereof
following any draws on the letter of credit by City shall be rebated, released, assigned, surrendered,
or endorsed to Airline, as applicable, no later than ninety (90) days after the later of: (1) termination
of this Agreement; (2) issuance of a close-out audit by the City or Airport Operator; or (3) payment
of all outstanding amounts owed the City under this Agreement.
Article 5 AFFILIATES
5.1 Airline's Designation of Affiliates.
Subject to the provisions of this Article 5, Airline may designate one or more Affiliates to
operate at the Airport. In the event Airline designates an Affiliate, the following provisions apply
to Airline and its Affiliates:
5.1.1 Airline's designation of an Affiliate shall not be effective until Airline
has first (a) notified the Airport Operator in writing that Airline intends to designate the Affiliate;
(b) ensured that the Affiliate has entered into an Affiliate Operating Agreement with the City in
substantially the same form as that attached as Exhibit D; and (c) confirmed for the Airport
Operator in writing that Airline will pay to the City all of the Affiliate's Landing Fees and other
fees and charges due to the City on account of the Affiliate's use of any Airport facilities as an
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Affiliate of Airline, as provided in Section 5.1.2. Airline's designation of an Affiliate is subject to
the City's approval, which shall not be unreasonably withheld.
5.1.2 Airline shall pay to City all Landing Fees and other fees and charges due
under this Agreement due to City on account of the Affiliate's use of any Airport facilities, and
shall submit to City all reports detailing each Affiliate's use of any Airport facilities or services as
an Affiliate of Airline in accordance with Section 4.4; provided, however, that both Airline and
the Affiliate shall remain jointly and severally liable to City for the payment of all Landing Fees
and other fees and charges, and the submission of all reports, that are due to City on account of the
Affiliate's use of any Airport facilities or services as an Affiliate of Airline.
5.2 Applicability of Agreement to Affiliates.
For so long as Airline and its Affiliates have complied with the payment and reporting
obligations under Article 4, then each Affiliate shall have the same rights as Airline with respect
to its use of the Airport.
5.3 Termination of Status of Affiliate.
A Cargo Carrier's status as Affiliate of Airline may be terminated by Airline upon not less
than thirty (30) days' written notice to City. Airline's liability to City for the payment of all
Landing Fees and other fees and charges due under this Agreement, and the submission of all
activity reports, that are due to City on account of the use of Airport facilities or services by
Airline's Affiliates shall survive any termination of Affiliate status; provided, however, that
Airline shall only be responsible for such payments and reports related to the terminated Affiliate's
operations before its proper termination by Airline took effect.
Article 6 INDElbI IFICATION AND INSURANCE
6.1 Indemnification.
6.1.1 Except for Claims for environmental matters (which are the subject of
the indemnification obligation under Article 11), Airline shall, to the fullest extent permitted by
law, defend, indemnify and hold harmless the City and the Airport Operator and their boards,
officers, officials, directors, employees, volunteers and agents (each and "Indemnified Party")
from and against (i) Claims arising directly or indirectly from any act or omission (including
without limitation negligence) of Airline or Airline Entity or out of the obligations undertaken in
connection with or the performance of this Agreement, or (ii) for Claims based upon Airline's
breach of any statutory duty or obligation or Airline's duty under contracts with third parties, or
(iii) Claims arising from any use of the Airport by Airline or Airline Entities except, to the extent
those Claims arise out of the negligence or willful misconduct of the City or Airport Operator.
The obligations in this Article shall apply for the entire time that any third party can legally make
a claim against or sue the City or Airport Operator for liabilities arising out of Airline's use,
occupancy, or operation of the Airport.
6.1.2 Except for claims for environmental matters (which are the subject of the
indemnification obligations under Article 11), Airline shall release, defend, indemnify, and hold
each Indemnified Party completely harmless from and against any Claims arising from or based
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upon the actual violation by Airline or an Airline Entity, of any Applicable Laws, Airport Rules
and Regulations or any license, certificate, permit or other authorization issued under any of the
aforesaid, to the extent directly in connection with Airline's conduct of its air transportation
business on or at the Airport or use or occupancy of the Airport.
6.1.3 If the City is determined to be in non-compliance with Applicable Laws
governing access to secure areas of the Airport and said non-compliance is the result of or due to
the negligence or willful act or omission of Airline or an Airline Entity, and such breach of a secure
area results in a civil penalty or other action against the City, Airline agrees to reimburse the City
for all expenses, including reasonable attorneys' fees, incurred by the City in defending against
the civil penalty action or other action, and for any civil penalty or settlement amount paid by the
City as a result of being deemed in non-compliance as aforesaid. The City shall give Airline
reasonable notice of any allegation, investigation, or proposed or actual civil penalty or other
action sought for such non-compliance.
6.1.4 If any action or proceeding is brought against the City by reason of any
Claim that may be subject to Airline's indemnification obligations contained in this Section 6.1,
Airline, upon reasonable notice from the City, shall resist or defend such claim, suit, demand,
action, liability, loss, damage, judgment, fine, or penalty with counsel reasonably acceptable to the
City, and the City shall take reasonable actions to mitigate its damages.
6.1.5 The foregoing express obligation of indemnification shall not be
construed to negate or abridge any other obligation of indemnification running to the City or an
Indemnified Party that would exist at common law or under other provisions of this Agreement,
and the extent of the obligation of indemnification shall not be limited by any provision of
insurance undertaken in accordance with this Agreement. The City shall give Airline written
notice of any Claims threatened or made or any suit instituted against it that could result in a claim
of indemnification hereunder.
6.1.6 Notwithstanding anything to the contrary set forth in this Agreement,
neither party nor any of its members, directors, officers, agents, representatives or employees shall
be liable to the other party for any loss of business or any indirect, incidental, special or
consequential damages or lost profits arising out of or relating to this Agreement or such parry's
performance or non-performance hereunder; provided, however, that this Section 6.1.6 shall not
apply to third -party claims for bodily injury, wrongful death or property damage arising out of or
relating to this Agreement.
6.1.7 The indemnification and other obligations under this Section 6.1 shall
survive the expiration or earlier termination of this Agreement.
6.2 Insurance.
During the Term and any extension thereof, Airline shall, at its sole cost and expense,
obtain and maintain in full force and effect, and promptly pay all premiums, when due, for the
following types of insurance in the amounts specified and in the form herein provided:
6.2.1 General Liability Insurance/Aviation Liability.
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Airline shall maintain aviation liability insurance, including general liability
insurance, in amounts not less than a Combined Single Limit of $500,000,000 any one occurrence
and in the aggregate where applicable for bodily injury (including death) to passengers and third
parties and Property Damage. Coverage shall include but not be limited to Airport operations;
blanket contractual liability; personal injury, which coverage shall be $10,000,000; products and
completed operations; aircraft non -owned liability; liability for vehicles on the restricted access
areas of the Aircraft Operations Area (AOA) including baggage tugs, aircraft pushback tugs,
provisioning trucks, air stair trucks, belt loaders and ground hangar keeper's liability. Explosion,
collapse and underground property damage liability coverage's shall not be excluded from such
insurance coverage. The City and Airport Operator shall be named as additional insured. A copy
of the policy will be provided yearly to the City, failure to provide such documentation will deemed
a default under the terms of this agreement.
6.2.2 Automobile Liability Insurance.
Airline shall maintain commercial automobile liability insurance, with a limit of
not less than $10,000,000 each accident. Such insurance shall cover liability arising out of any
auto (including owned, hired, and non -owned autos). The City and Airport Operator shall be
named as additional insured. A copy of the policy will be provided yearly to the City, failure to
provide such documentation will deemed a default under the terms of this agreement.
6.2.3 Workers Compensation.
Airline shall maintain statutory workers compensation and employer's liability
insurance. The liability employer's limits for such policy shall not be less than $1,000,000 each
accident for bodily injury by accident or $500,000 each employee for bodily injury by disease.
6.2.4 Contractors Insurance.
Any contractor, construction manager or other party engaged by Airline or
subcontractor or other party engaged by a contractor, construction manager or other party that is
engaged by Airline, in either case, to perform any construction, renovations or repairs at the Airport
shall obtain and maintain in full force and effect during any construction period:
(a) A commercial general liability insurance policy in minimum limits,
unless otherwise specified, of $1,000,000 per occurrence for bodily injury and $1,000,000 per
occurrence for property damage including a $2,000,000 general aggregate.
(b) An automobile liability insurance policy covering owned, non -
owned and hired vehicles of least $500,000 per a combined single limit.
(c) A worker's compensation policy affording statutory coverage and
containing statutory limits and employer's liability insurance at limits of $500,000 per
accident/$500,000 each employee/$500,000 policy limit.
(d) Professional liability insurance shall be maintained when any
architect, engineer or any other professional service performs, directly or indirectly, work for or
on behalf of Airline at Airport or involving Airline's operations with a $1,000,000 policy limit.
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(e) Additional Coverage:
(i) Excess / Umbrella Liability (as applicable)
(ii) Within Aircraft Operations Area $10 M
(iii) Secure/Sterile Side Operations (outside AOA) $5 M
Coverage must apply in excess of all required primary liability insurance, and must
be at least as broad as the underlying liability insurance. The City and Airport Operator shall be
named as additional insured. A copy of the policy will be provided yearly to the City, failure to
provide such documentation will deemed a default under the terms of this agreement.
6.3 Forms of Insurance Coverage.
6.3.1 Insurance requirements and limits of coverage under this Agreement
may be amended by the City as a result of increased risk, nature of work performed, losses
sustained, and/or City policy, industry and statutory changes.
6.3.2 All policies shall be written by insurance companies reasonably
acceptable to the City.
6.3.3 All policies, except for workers compensation coverage and professional
liability coverage, shall designate the below mentioned parties as "Additional Insured," either by
a "blanket additional insured" endorsement, or by specific endorsement.
"The City of Fort Worth, Texas and Alliance Air Services, Inc. and their respective
elected officials, boards, officers, employees, agents and representatives."
6.3.4 All policies shall waive the insurer's right of subrogation against said
parties.
6.3.5 All policies must be primary with respect to coverage provided for the
City and the other Additional Insureds.
6.3.6 All policies must be non-contributory with other coverage or self-
insurance available to the City and the other Additional Insureds.
6.3.7 All of Airline's insurance policies shall contain a provision that written
notice shall be given to the City and Airport Operator at least thirty (30) days prior to cancellation,
except ten (10) days for non-payment of premium. In the event that Airline is notified that an
insurer intends to terminate or non -renew a policy or reduce coverage below the requirements in
this Agreement, Airline shall arrange alternate coverage acceptable to the City to comply with City
requirements and cause replacement coverage data to be obtained.
6.3.8 Approval, disapproval or failure to act by the City regarding any
insurance obtained by Airline shall not relieve the Airline of full responsibility or liability for
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damages and accidents as set forth herein. Neither shall the bankruptcy, insolvency or denial of
liability by the insurance company exonerate Airline from liability.
6,3.9. A copy of all policies will be provided yearly to the City, failure to provide
such documentation will deemed a default under the terms of this agreement.
Article 7 COMPLIANCE WITH LAWS
7.1 General Laws.
Airline shall comply with all Applicable Laws.
7.2 Airport Rules and Regulations
The use by Airline of the areas and facilities described herein and the rights and privileges
granted Airline pursuant to this Agreement shall at all times be subject to the Airport Rules and
Regulations. Airline covenants and agrees that it will not violate or permit any Airline Entity to
violate any such Airport Rules and Regulations. The City may prescribe civil penalties and
injunctive remedies for violations thereof, and the same may be applied to Airline for violations
by Airline or any Airline Entity. Airline may contest in good faith any Applicable Laws, federal,
State or local code, law, regulation, ordinance or rule, Airport Rules and Regulations or any other
rule or regulation of the City without being considered in breach of this Agreement so long as such
contest is diligently commenced and prosecuted by Airline. The City shall provide at least thirty
(30) days' advance written notice of any new or amended Airport Rules and Regulations affecting
Airline.
7.3 Licenses, Certificates and Authorizations.
Airline shall obtain, at Airline's sole expense, all licenses, certificates, permits and other
authorizations that are now or hereafter required by Applicable Laws or the Airport Rules and
Regulations for Airline's operations at the Airport and Airline's exercise of any rights under this
Agreement.
7.4 Wage Hour Laws.
Airline shall comply with all applicable Federal, state and local wage and hour laws.
Article 8 CIVIL RIGHTS AND AFFIRMATIVE ACTION
8.1 General Civil Rights Provisions.
Airline agrees to comply with pertinent statutes, Executive Orders and such rules as are
promulgated to ensure that no person shall, on the grounds of race, creed, color, national origin,
sex, age, or disability be excluded from participating in any activity conducted with or benefiting
from Federal assistance. If Airline transfers its obligation, the transferee is obligated in the same
manner as Airline.
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This provision obligates Airline for the period during which the property is owned, used or
possessed by Airline and the Airport remains obligated to the Federal Aviation Administration.
This provision is in addition to that required by Title VI of the Civil Rights Act of 1964.
8.2 Compliance with Nondiscrimination Requirements.
During the performance of this Agreement, Airline, for itself, its assignees, and successors
in interest (hereinafter referred to as "Airline") agrees as follows.
8.2.1 Compliance with Rei;ulations: Airline (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 Agreement.
8.2.2 Nondiscrimination: Airline, with regard to the work performed by it
during the Agreement, will not discriminate on the grounds of race, color, or national origin in the
selection and retention of subcontractors, including procurements of materials and leases of
equipment. Airline will not participate directly or indirectly in the discrimination prohibited by
the Nondiscrimination Acts and Authorities, including employment practices when the Agreement
covers any activity, project, or program set forth in Appendix B of 49 CFR part 21.
8.2.3 Solicitations for Subcontracts. Includinu Procurements of Materials and
Equipment: In all solicitations, either by competitive bidding, or negotiation made by Airline 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 Airline of Airline's
obligations under this Agreement and the Nondiscrimination Acts and Authorities on the grounds
of race, color, or national origin.
8.2.4 Information and Reports: Airline 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 City or the Federal Aviation Administration to be pertinent to ascertain
compliance with such Nondiscrimination Acts and Authorities and instructions. Where any
information required of Airline is in the exclusive possession of another who fails or refuses to
furnish the information, Airline will so certify to the City or the Federal Aviation Administration,
as appropriate, and will set forth what efforts it has made to obtain the information.
8.2.5 Sanctions for Noncompliance: In the event of Airline's noncompliance
with the nondiscrimination provisions of this contract, the City will impose such contract sanctions
as it or the Federal Aviation Administration may determine to be appropriate, including, but not
limited to:
complies; and/or
in part.
(a) Withholding payments to Airline under the Agreement until Airline
(b) Cancelling, terminating, or suspending the Agreement, in whole or
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8.2.6 Incorporation of Provisions: Airline will include the provisions of
paragraphs 8.2.1 through 8.2.6 in every subcontract, including procurements of materials and
leases of equipment, unless exempt by the Acts, the Regulations and directives issued pursuant
thereto. Airline 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 Airline becomes involved in, or is threatened with
litigation by a subcontractor, or supplier because of such direction, Airline may request the City to
enter into any litigation to protect the interests of the City. In addition, Airline may request the
United States to enter into the litigation to protect the interests of the United States.
8.3 Title VI Clauses for Transfer of Real Property Acquired or Improved Under
the Airport Improvement Program.
8.3.1 Airline, for himself/herself, his/her heirs, personal representatives,
successors in interest, and assigns, as a part of the consideration hereof, does hereby covenant and
agree as a covenant running with the land that:
(a) In the event facilities are constructed, maintained, or otherwise
operated on the property described in this Agreement for a purpose for which a Federal Aviation
Administration activity, facility, or program is extended or for another purpose involving the
provision of similar services or benefits, Airline will maintain and operate such facilities and
services in compliance with all requirements imposed by the Nondiscrimination Acts and
Regulations listed in the Pertinent List of Nondiscrimination Authorities (as may be amended)
such that no person on the grounds of race, color, or national origin, will be excluded from
participation in, denied the benefits of, or be otherwise subjected to discrimination in the use of
said facilities.
8.3.2 With respect to this Agreement, in the event of breach of any of the above
Nondiscrimination covenants, the City will have the right to terminate this Agreement and to enter,
re-enter, and repossess said lands and facilities thereon, and hold the same as if this Agreement
had never been made or issued.
8.4 Clauses for Construction/Use/Access to Real Property Acquired Under the
Activity, Facility or Program.
8.4.1 Airline, for himself/herself, his/her heirs, personal representatives,
successors in interest, and assigns, as a part of the consideration hereof, does hereby covenant and
agree, as a covenant running with the land, that (1) no person on the ground of race, color, or
national origin, will be excluded from participation in, denied the benefits of, or be otherwise
subjected to discrimination in the use of said facilities, (2) that in the construction of any
improvements on, over, or under such land, and the furnishing of services thereon, no person on
the ground of race, color, or national origin, will be excluded from participation in, denied the
benefits of, or otherwise be subjected to discrimination, (3) that Airline will use the premises in
compliance with all other requirements imposed by or pursuant to the List of Nondiscrimination
Acts and Authorities.
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8.4.2 With respect to this Agreement, in the event of breach of any of the above
nondiscrimination covenants, the City will have the right to terminate the lease and to enter or re-
enter and repossess said land and the facilities thereon, and hold the same as if this Agreement had
never been made or issued.
8.5 Title VI List of Pertinent Nondiscrimination Acts and Authorities.
8.5.1 During the performance of this Agreement, Airline, for itself, its
assignees, and successors in interest (hereinafter referred to as the "Airline") agrees to comply
with the following nondiscrimination statutes and authorities; including but not limited to:
(a) 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);
(b) 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);
(c) 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);
(d) 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;
(e) The Age Discrimination Act of 1975, as amended (42 USC § 6101
et seq.) (prohibits discrimination on the basis of age);
(f) Airport and Airway Improvement Act of 1982 (49 USC § 471,
Section 47123), as amended (prohibits discrimination based on race, creed, color, national origin,
or sex);
(g) The Civil Rights Restoration Act of 1987 (PL 100-209) (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);
(h) Titles II and III of the Americans with Disabilities Act of 1990,
which 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
(42 USC §§ 12131 — 12189) as implemented by U.S. Department of Transportation regulations at
49 CFR parts 37 and 38;
(i) The Federal Aviation Administration's Nondiscrimination statute
(49 USC § 47123) (prohibits discrimination on the basis of race, color, national origin, and sex);
0) Executive Order 12898, Federal Actions to Address Environmental
Justice in Minority Populations and Low -Income Populations, which 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;
(k) 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. at 74087 to 74100);
(1) 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).
8.6 Subordination to Agreements with the United States.
This Agreement is subject and subordinate to the provisions of any agreement heretofore
or hereafter made between the City and the United States, including without limitation the terms
of any "Sponsor's Grant Assurances" or like agreement, the execution of which is required to
enable or permit the transfer of rights or property to the City for airport purposes, or the expenditure
of federal grant funds for Airport improvement, maintenance or development. Airline shall
reasonably abide by the requirements of agreements entered into between the City and the United
States, and shall consent to amendments and modifications of this Agreement if required by such
agreements or if required as a condition of the City's entry into such agreements.
8.7 No Exclusive Rights.
Nothing contained in this Agreement shall be deemed to grant to Airline any exclusive
right or privilege within the meaning of 49 U.S.C. § 40103(e) with respect to activity on the
Airport.
8.8 Right to Develop Airport.
The City reserves the right to further develop or improve the Airport as it sees fit, regardless
of the desires or view of Airline and without interference or hindrance.
8.9 Right of Flight.
There is hereby reserved to the City, its successors and assigns, for the use and benefit of
the public, a right of flight for the passage of aircraft in the airspace above the surface of the
Premises. This public right of flight shall include the right to cause in said airspace any noise
inherent in the operation of any aircraft used for navigation or flight through the said airspace or
landing at, taking off from, or operation on the Airport.
8.10 14 C.F.R Part 77, Obstructions in Navigable Airspace.
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Airline agrees to comply with the applicable notification and review requirements covered
in 14 Code of Federal Regulations ("C.F.R.") Part 77 of the Federal Aviation Regulations, in the
event future construction of a building is covered by this Agreement, or in the event of any planned
modification or alteration of any present or future building or structure situated on the Airport.
8.11 War or National Emergency.
This Agreement shall be subject to whatever right the United States Government now has
or in the future may have or acquire, affecting the control, operation, regulation and taking over of
the Airport or the exclusive or non-exclusive use of the Airport by the United States during the
time of war or national emergency.
8.12 No Interference with Airport Operations.
Airline by accepting this Agreement agrees for itself, its successors, and assigns that it will
not do or permit to be done by its officers, agents, employees, contractors or invitees, any act or
omission which might interfere with the landing and taking off of aircraft from the Airport or
otherwise constitute a hazard, or unreasonably interfere with the conduct of business by another
airline, tenant or contractor of the City, or unreasonably interfere with the performance of their
duties by the staff of the City or by the staff of the FAA, the TSA or any other agency of the U. S.
Government, or of the contractors thereof. In the event this covenant is breached, the City reserves
the right, in addition to any other rights or remedies under this Agreement or in law or equity, to
enter upon the Premises and cause the abatement of such interference at the expense of Airline.
8.13 SEC Rule 15c2-12.
Airline, upon the City's request, shall provide to the City such information as the City may
reasonably request in writing to comply with the City's continuing disclosure requirements under
SEC Rule 15c2-12, as it may be amended from time to time, provided, however, that Airline may,
in lieu of providing the requested information, direct the City to an Airline or SEC website where
the requested information is then currently available.
8.14 Americans with Disabilities Act ("ADA").
Airline acknowledges that, pursuant to the Americans with Disabilities Act, 42 U.S.C.
Sections 12101 et seq., as amended and supplemented (ADA), to the extent applicable to Airline,
programs, services and other activities provided by a public entity to the public, whether directly
or through a contractor, must be accessible to the disabled public. To the extent the ADA is so
applicable: (a) Airline shall provide the services specified in this Agreement in a manner that
complies with the ADA, as applicable, and any and all other applicable federal, State and local
disability rights legislation; (b) Airline agrees not to discriminate against disabled persons in the
provision of services, benefits or activities provided under this Agreement; and (c) Airline further
agrees that any violation of this prohibition on the part of Airline, its employees, agents or assigns
shall constitute a material breach of this Agreement.
Article 9 AIRLINE DEFAULT AND TERMINATION BY CITY
9.1 Airline Default.
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The occurrence of any one or more of the following events shall constitute an Event of
Default under this Agreement:
9.1.1 Airline becomes insolvent (as such term is defined under Section 101 of
the Federal Bankruptcy Code); or fails to pay its debts generally as they mature; or takes the benefit
of any present or future federal or state insolvency statute; or makes a general assignment for the
benefit of creditors.
9.1.2 Airline files a voluntary petition in bankruptcy or a petition or answer
seeking an arrangement of its indebtedness under the Federal Bankruptcy Code or under any other
law or statute of the United States or of any state thereof; or consent to the appointment of a
receiver, trustee, custodian, liquidator or other similar official, of all or substantially all of its
property; or an order for relief is entered by or against Airline under any chapter of the Federal
Bankruptcy Code.
9.1.3 By order or decree of a court, Airline is adjudged bankrupt or an order
shall be made approving a petition filed by any of its creditors or by any of its stockholders, seeking
its reorganization or the restructuring of its indebtedness under the Federal Bankruptcy Code or
under any other law or statute of the United States or any state thereof and such order or decree
shall not be stayed or vacated within sixty (60) days of its issuance.
9.1.4 A petition under any chapter of the Federal Bankruptcy Code or an action
under any federal or state insolvency law or statute is filed against Airline and is not dismissed or
stayed within sixty (60) days after the filing thereof.
9.1.5 By or pursuant to, or under authority of any legislative act, resolution or
rule, or any order or decree of any court or governmental board, agency or officer, a receiver,
trustee, custodian, liquidator or other similar official takes possession or control of all or
substantially all of the property of Airline and such possession or control continues in effect for a
period of sixty (60) days.
9.1.6 Airline becomes a corporation in dissolution.
9.1.7 The letting, license or other interest of or rights of Airline hereunder is
transferred to, pass to or devolve upon, by operation of law or otherwise, any other person, firm,
corporation or other entity, by, in connection with or as a result of any bankruptcy, insolvency,
trusteeship, liquidation or other proceedings or occurrence described in Sections 9.1.1 through
9.1.6. '
9.1.8 Airline fails duly and timely to pay any Landing Fees and other fees and
charges due under this Agreement when due to the City, and such failure shall continue for thirty
(30) days beyond Airline's receipt of a written notice of such breach or default from the Airport
Operator,
9.1.9 There occurs an assignment or transfer and such assignment or transfer
is not reversed within thirty (30) days after written notice by the City.
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9.1.10 Airline abandons the conduct of business at the Airport, and in
connection with this abandonment, suspend operations for a period of sixty (60) days in the
absence of a labor dispute, force majeure event in accordance with Section 23.12 or other
governmental action in which Airline is directly involved.
9.1.11 Airline fails to obtain and maintain the insurance required by Section 6.2
or provide copies of the policies or certificates (including without limitation those related to
renewals of such coverages) to the City as required and, only with respect to providing copies of
the policies or certificates, the failure to provide the copies shall continue for five (5) days beyond
Airline's receipt of a written notice from the City of such breach or default.
9.1.12 To the extent applicable, Airline fails to meet any of Airline's Security
Deposit requirements set forth in Section 4.6 and such failure continues for thirty (30) days beyond
Airline's receipt of a written notice from the City of such breach or default.
9.1.13 Airline fails to keep, perform and observe each and every other promise,
representation, covenant and agreement set forth in this Agreement, and such failure continues for
a period of more than thirty (30) days after the Airport Operator's delivery of written notice of
such failure or, if satisfaction of such obligation requires activity over a period of time, if Airline
fails to commence the cure of such failure within thirty (30) days after Airline's receipt of such
notice, or thereafter fails to diligently prosecute such cure, or fails to actually cause such cure
within sixty (60) days of the Airport Operator's delivery of such notice.
9.2 City's Remedies.
9.2.1 General Remedies.
(a) Whenever any Event of Default occurs (other than a default pursuant
to Subsection 9.1.3 upon which termination of this Agreement, at the City's option, shall be
effective immediately without further notice), this Agreement and all of Airline's rights hereunder
shall terminate if the written notice of default so provides.
(b) The City's action pursuant to this Section 9.2.1 shall not in any way
limit the City in the pursuit of any other additional right or remedy available to the City in law or
in equity by reason of Airline's default.
9.3 Termination.
This Agreement may be terminated in advance of its Expiration Date in the following
events:
9.3.1 If any federal, state or local government, or agency or instrumentality
thereof, takes, by condemnation or deed or conveyance in lieu thereof, title, possession, or the right
to possession of the Airport or any substantial portion thereof, the City may, at its option, terminate
this Agreement as of the date of such taking; or
9.3.2 If any court having jurisdiction renders a decision that has become final
and will permanently or for a substantial period of time prevent the City's performance of any of
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its material obligations under this Agreement, either party hereto may terminate this Agreement
by written notice. This right of termination shall be and remain effective whether or not the City,
by taking affirmative action or by inaction, could have prevented the rendering of the decision, or
could have caused the decision to be vacated before it became final.
9.3.3 If this Agreement is terminated under this Section 9.3, all rights and
obligations of the parties shall terminate (with the exception of (i) any undischarged rights and
obligations that accrued prior to the effective date of such termination and (ii) any rights and
obligations that this Agreement expressly states shall survive such termination).
9.4 The City's Right to Perform.
All agreements and obligations to be performed by Airline under this Agreement shall be
at Airline's sole cost and expense and without any abatement of Landing Fees and other fees and
charges due under this Agreement.
9.5 Airline's Rights Related to Termination.
In the event of any termination based on any breach by Airline of the covenants, terms and
conditions contained in this Agreement, all of Airline's rights, powers and privileges under this
Agreement shall cease. Airline shall have no claim of any kind whatsoever against the City by
reason of such termination, or by reason of any act by the City related to such termination.
9.6 Bankruptcy.
In no event shall this Agreement or any rights or privileges hereunder be an asset of Airline
under any bankruptcy, insolvency or reorganization proceedings. To the extent consistent with and
permitted under the United States Bankruptcy Code or similar debtor relief laws, if Airline seeks
protection under the United States Bankruptcy Code or similar debtor relief laws, or is currently
operating under the protection of the United States Bankruptcy Code or other similar debtor relief
laws, Airline shall comply with every provision of this Agreement as and when required under this
Agreement, including without limitation performing any required remediation relating to any
environmental matter pursuant to Airline's obligations under Article 11 which arose prior to or
arises during the course of Airline's bankruptcy case. No Cargo Carrier will be allowed to assume
this Agreement without performing any required remediation as part of the cure of any Event of
Default under this Agreement.
Article 10 AIRPORT DEFAULT AND TERMINATION BY AIRLINE
10.1 Events of Default.
The events described below are deemed Events of Default by the City hereunder:
10.1.1 The City fails to keep, perform or observe any material term, covenant
or condition herein contained to be kept, performed, or observed by the City and such failure
continues for thirty (30) days after receipt of written notice from Airline; or, if by its nature such
default cannot be cured within such thirty (30) day period, the City shall not commence to cure or
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remove such default within said thirty (30) days and to cure or remove the same as promptly as
reasonably practicable;
10.1.2 The Airport is closed to flights in general or to the flights of Airline, for
reasons other than those circumstances within Airline's control, and Airport fails to be reopened
to such flights within thirty (30) consecutive days from such closure.
10.1.3 The Airport is permanently closed as an air carrier airport by act of any
Federal, state, or local government agency having competent jurisdiction; or Airline is unable to
use Airport for a period of at least thirty (30) consecutive days due to any law or any order, rule or
regulation of any governmental authority having jurisdiction over the operations of the Airport; or
any court of competent jurisdiction issues an injunction preventing the City or Airline from using
Airport for airport purposes, for reasons other than those circumstances within Airline's control,
and such injunction remains in force for a period of at least thirty (30) consecutive days.
10.1.4 The United States Government or any authorized agency of the same (by
executive order or otherwise) assumes the operation, control or use of the Airport in such a manner
as to substantially restrict Airline from conducting its operations, if such restriction be continued
for a period of thirty (30) consecutive days or more.
10.2 Airline's Remedy.
So long as Airline is not in default as set forth in Article 9 of this Agreement, including,
but not limited to, payments due to the City hereunder, Airline may cancel this Agreement upon
the occurrence of an Event of Default set forth in Section 10.1. In such event, Airline shall serve
thirty (30) day advance written notice of cancellation to the City. All Landing Fees and other fees
and charges due under this Agreement shall cease as of the date of such cancellation. In addition
to the cancellation of this Agreement, Airline may exercise any remedy provided by law or in
equity.
Article II ENVIRONMENTAL
For purposes of this Agreement, the following definitions shall apply to environmental
matters:
"Discharge" means an act or omission by which Hazardous Materials, Solid Waste, Process
Water, or any substances or materials regulated under Environmental Laws, now or in the future,
are leaked, spilled, poured, deposited, or otherwise entered into wetlands, groundwater, waters in
the State of Texas, or waters of the United States, or by which those substances are deposited
where, unless controlled or removed, they may drain, seep, run, or otherwise enter said waters.
"Environmental Impact Claim" means any claim, suit, judgment, penalty, fine, loss, cost
recovery action, administrative proceeding, request for information (when such request is by a
governmental agency), order or citation by any governmental agency, notice, cost, or expense
(including but not limited to documented costs of investigation, study, cleanup, removal, response,
remediation, transportation, disposal, restoration, monitoring, and reasonable fees of consultants,
contractors, and attorneys) which arises out of, is related to, alleges, or is based on the presence,
transportation, handling, treatment, storage, or Release, dispersal, disposal, emission, escape,
24
Discharge, or migration of any Hazardous Material(s), Process Water, or Solid Waste, any other
chemical, material, irritant, regulated substance, or toxic substance, whether solid, liquid, or
gaseous in nature, or which has any adverse effect on wildlife. Environmental Impact Claim shall
exclude personal injury, wrongful death, product liability, and environmental justice claims.
"Environmental Indemnitees" has the meaning set forth in Section 10.8.
"Environmental Law(s)" means all existing and future federal, state, and local laws and
permits, including without limitation the Airport Rules and Regulations and all other statutes,
ordinances, rules, orders and regulations relating to protection of the environment, wildlife, public
health or public safety.
"Greenhouse Gas" or "GHG" has the same definition as in the Mandatory Greenhouse Gas
Reporting Rule (40 C.F.R. § 98.6 (2009)), as it may be amended from time to time.
"Hazardous Material(s)" means any substance regulated under or subject to Environmental
Laws: (a)the presence of which requires investigation, abatement, response, removal, or
remediation under any Environmental Law; or (b) that is or becomes defined as a hazardous waste,
hazardous substance, toxic substance, regulated substance, pollutant, or contaminant under any
Environmental Law, including without limitation the Comprehensive Environmental Response,
Compensation and Liability Act, the Resource Conservation and Recovery Act, the Texas Water
Code, or the Texas Health and Safety Code; or (c) the presence of which on the Airport poses or
threatens to pose a hazard to the health or safety of persons on or about the Airport; or (d) that
contains, sewage, gasoline, diesel fuel, petroleum hydrocarbons, natural gas liquids, ethylene
glycol, propylene glycol, potassium acetate, polychlorinated biphenyls ("PCBs"), asbestos, lead
paint, or urea formaldehyde foam insulation.
"NPDES" means the National Pollutant Discharge Elimination System.
"Process Water" means water, other than storm water or rainwater, that during
manufacturing, treating, processing, or cleaning, comes into direct contact with or results from the
production or use of any raw material, intermediate product, finished product, by product, or waste.
"Release" means any depositing, spilling, leaking, pumping, pouring, emitting, emptying,
discharging, injecting, escaping, leaching, dumping, or disposing into the environment, or a threat
of release such that a release may or could enter the environment.
"Solid Waste" has the same meaning as in the Resource Conservation and Recovery Act
and the Texas Health and Safety Code.
"SWPPP" means Storm Water Pollution Prevention Plan.
"TPDES" means the Texas Pollutant Discharge Elimination System.
"Water in the State of Texas" has the same meaning as in Texas Water Code Section
26.001, as amended from time to time.
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"Waters of the United States" has the same meaning as in 40 C.F.R. Section 122.2, as
amended from time to time
All other terms used herein have the meaning set forth in Article I, "General Definitions."
11.1 Airline Representations, Warranties, And Covenants.
Airline represents, warrants, and covenants the following:
11.1.1 Airline has obtained and throughout the term of this Agreement shall
obtain and maintain all applicable licenses, permits, registrations and other authorizations and ap-
provals required under Environmental Laws and shall provide any notices required under Envi-
ronmental Laws for conducting its operations at the Airport during the term of this Agreement.
Airline shall require Airline Entities to obtain and maintain all applicable licenses, permits, regis-
trations and other authorizations required by Environmental Laws in order to conduct their opera-
tions and activities at the Airport.
11.1.2 Airline shall comply and shall require Airline Entities to comply, with
all applicable Airport Rules and Regulations, so long as such Airport Rules and Regulations do
not unreasonably affect Airline's rights under this Agreement. Such Airport Rules and Regulations
shall be reasonable, nondiscriminatory and not in conflict with any Environmental Laws.
11.1.3 Airline shall not cause or contribute to or allow or permit Airline Entities
to cause or contribute to:
(a) any Release or Discharge of any Hazardous Material, Solid Waste,
or Process Water at Airport, unless authorized by an Environmental Law or Airport Rules and
Regulations;
(b) any violation of any applicable Environmental Law as a result, in
whole or in part, of the use by or operations of Airline at Airport, or those of Airline Entities;
(c) any Release or Discharge which is a materially contributing cause
of the City exceeding the effluent limits of any individual storm water discharge permit issued to
the City, Multi -Sector General Permit, Municipal Separate Storm Sewer System permit, or any
applicable federal effluent limitation guideline; or
(d) any contamination or pollution of the soil, surface waters, or ground-
water at or underlying the Airport.
11.1.4 Airline shall handle, use, store, dispose of, or otherwise manage, and
shall require Airline Entities to handle, use, store, dispose of, or otherwise manage any Hazardous
Material, Process Water, or Solid Waste at the Airport in a lawful and prudent manner and so as
to prevent the Release or Discharge of any Hazardous Material, Process Water, or Solid Waste
that does or may pollute or contaminate the environment, or that does or may adversely affect the
health, welfare, or safety of persons whether located within the Airport. Without limiting the fore-
going, Airline shall not conduct or allow any Airline Entities to conduct any operations or activities
involving the use or application of ethylene glycol, propylene glycol, or any other substance in de-
F
icing or anti -icing at any location at the Airport except in accordance with all applicable Environ-
mental Laws and Airport Rules and Regulations.
11.1.5 Airline shall be responsible for the proper removal and disposal of all
Hazardous Materials generated by Airline, or resulting from Airline's use, activities, and opera-
tions, at the Airport, including those activities and operations conducted on Airline's behalf by
Airline Entities.
11.1.6 Airline understands and acknowledges that certain of the City's future
capital projects may require review or approval by the FAA, the Environmental Protection Agency
("EPA"), or the Texas Commission on Environmental Quality ("TCEQ") or their successor agen-
cies, pursuant to requirements imposed upon the Airport or the City, including but not limited to
State Implementation Plans, General Conformity Determinations, other requirements related to the
status of the Dallas -Fort Worth region as non -attainment for ozone, and any reduction in Green-
house Gas emissions. If requested by the City, Airline shall reasonably assist the City in preparing
such submittals as are required of the City by FAA, EPA, or TCEQ, or their successor agencies,
in connection with City capital projects which benefit Airline.
11.1.7 Airline shall require Airline Entities to undergo such training as is re-
quired by applicable Environmental Laws and Airport Rules and Regulations. Airline shall desig-
nate which of its employees should undergo such training.
11.1.8 If Airline causes or contributes to a Release, Discharge, or spill of Haz-
ardous Materials, Solid Waste, or Process Water at the Airport that is above any applicable report-
able quantity set forth in any applicable Environmental Law, Airline shall report such Release or
Discharge to the appropriate governmental authorities in compliance with applicable Environmen-
tal Law. Airline shall require Airline Entities to report any Release or Discharge to the appropriate
governmental authorities, in compliance with applicable Environmental Law, if said third party
causes or contributes to a Discharge or Release of Hazardous Materials, Solid Waste, or Process
Water above any reportable quantity set forth in any applicable Environmental Law.
11.1.9 Airline acknowledges that the City and Airline are subject to certain Na-
tional and Texas Pollution Discharge Elimination System permits ("NPDES" and "TPDES"), state
and federal storm water regulations, and federal effluent limitation guidelines, including, without
limitation, EPA Administered Permit Programs, 40 C.F.R. § 122 (2009), as amended from time to
time, for operations at the Airport. Airline shall conduct operations and activities at the Airport,
including but not limited to de-icing, anti -icing, and construction, and shall require Airline Entities
to conduct operations and activities at the Airport in compliance with applicable Environmental
Laws and Airport Rules and Regulations. Airline acknowledges that its reasonable cooperation is
necessary to ensure Airport's compliance with any applicable NPDES or TPDES storm water per-
mits and effluent limitation guidelines under Environmental Laws. Airline shall minimize the ex-
posure to storm water of materials generated, stored, handled, or used by Airline or Airline Entities
at the Airport including without limitation soil and sediment exposed by construction activities,
Solid Waste, and Hazardous Materials, by implementing and requiring implementation of certain
"Best Management Practices" as defined by Environmental Laws. Airline further acknowledges
that any TPDES or NPDES storm water discharge permit issued to the City or any effluent limita-
27
tion guidelines applicable to the Airport or Airline are incorporated by reference into this Agree-
ment to the extent affecting Airline's operations at or use of the Airport or operations or activities
conducted on its behalf at the Airport, or necessitating Airline's reasonable cooperation to assure
the City's compliance therewith. The City shall endeavor to negotiate reasonable and cost effective
terms and conditions of any permits issued to the City which may affect Airline's operations at or
use of the Airport or operations or activities conducted on its behalf at the Airport, or which may
necessitate Airline's reasonable cooperation to assure the City's compliance therewith.
11.1.10 Airline or Airline Entities shall not create any human -made structure,
land use practice, or human -made feature, or maintain any condition, that creates an unreasonable
wildlife attraction, including, but not limited to, architectural features, landscaping, waste disposal
sites, agricultural or aquacultural activities, without appropriate coverings or other mitigation
measures.
11.2 Information to be Provided to the City.
11.2.1 If Airline receives any written notice, correspondence, citation, order,
warning, complaint, inquiry, claim or demand regarding the Airline's operations at the Airport that
is not legally privileged, made confidential by applicable law, or protected as trade secrets:
(a) concerning any alleged contamination, or Discharge, or Release of
Hazardous Material, Solid Waste, Process Water by Airline or by Airline Entities; or
(b) alleging that Airline or an Airline Entity is the subject of an Envi-
ronmental Impact Claim or alleging that Airline or an Airline Entity, or may be, in violation of any
Environmental Law(s); or
(c) asserting that Airline or any such third parry as identified in clauses
(1) and (2) above is liable for the cost of investigation or remediation of a Release or Discharge;
11.2.2 Airline shall immediately, but not later than five (5) days after Airline's
receipt, inform the City and Airport Operator in writing of same, including a copy of such notice
received by Airline.
11.2.3 Airline shall simultaneously provide to the City and Airport Operator
copies of its submittals of any non -privileged reports or notices required under Environmental
Laws to any governmental agency regarding:
(a) Airline's alleged failure to comply with any Environmental Laws at
the Airport, or
(b) any Release or Discharge arising out of the past or present opera-
tions at or use of the Airport by Airline or Airline Entities.
11.2.4 Airline shall make available, within ten (10) days of Airline's receipt of
the City's written request, the non -privileged documents that Airline has submitted to any govern-
mental agency pertaining to the environmental compliance status of Airline's operations at or use
of the Airport, including without limitation any and all non -privileged records, permits, test results,
W
sample results, written or electronic documentation, studies, or other documentation regarding en-
vironmental conditions or relating to the presence, use, storage, disposal, or treatment of any Haz-
ardous Material or Solid Waste at the Airport by Airline or Airline Entities.
11.3 Response and Compliance Actions.
11.3.1 Without limiting the indemnity obligations of Section 11.7, if during the
term of this Agreement Airline or an Airline Entity is the sole cause of a Release, Discharge, or
spill of a Hazardous Material (including, but not limited to those which contaminate or pollute any
surface water, ground water, infrastructure, or conveyance system), as is reasonably determined
by the City pursuant to Environmental Laws, at any portion of the Airport, in connection with their
operations at the Airport, Airline shall:
(a) orally notify the City and the Airport Operator of such Release, Dis-
charge, or spill;
(b) report such Release, Discharge, or spill to appropriate governmental
agencies in accordance with applicable Environmental Laws, including but not limited to 30 Tx.
Admin. Code § 327.3, as it may be amended from time to time;
(c) immediately abate and respond to the Release, Discharge, or spill of
a Hazardous Material, as required by applicable Environmental Laws, including but not limited to
30 Tx. Admin. Code § 327.5, as it may be amended from time to time;
(d) take all further actions necessary or required under Environmental
Laws to mitigate any imminent threat to human health or the environment; and
(e) undertake any further repairs, remediation, or corrective actions as
are required by Environmental Laws or a governmental agency with jurisdiction, to remediate any
such Release, Discharge or spill of a Hazardous Material, and any resulting pollution or contami-
nation.
11.3.2 Without limiting the indemnity obligations of Section 11.7, if, as is rea-
sonably determined by the City, Airline or an Airline Entity is the sole cause of a Release, Dis-
charge or spill of a Hazardous Material at the Airport, or one of multiple contributors to a Release,
Discharge or spill of a Hazardous Material within the Airport, Airline shall be responsible for
ensuring that the notification, reporting, abatement, remediation, and other actions required by
11.4.1 are accomplished. At the time the City makes a determination pursuant to subsection 11.4.2,
the City shall provide Airline with all non -privileged records, permits, test results, sample results,
written or electronic documentation, studies or other documentation used to support its determina-
tion. Nothing in this Agreement shall prevent Airline from seeking to recover its costs from po-
tentially responsible parties.
11.3.3 If the City cannot determine with reasonable effort that Airline is a cause
of or has contributed to a Release, Discharge, or spill at or from the Airport, Airline shall not be
responsible for any obligation to report, investigate or remediate it. If the City cannot identify with
reasonable effort any of the parties contributing to or responsible for a Release or Discharge, or
29
spill at or from the Airport, the City shall be responsible for any obligation to report, contain,
investigate, or remediate such contamination, Release, or Discharge, or spill.
11.3.4 If, as is reasonably determined by the City, Airline:
(a) does not diligently take immediate and all other actions required by
applicable Environmental Laws, including but not limited to 30 Tx. Admin. Code § 327, in re-
sponse to a Release, Discharge or spill for which it is responsible under Section 11.4, within the
time(s) prescribed by such Environmental Law(s); or
(b) does not perform or complete all necessary repairs, corrective ac-
tions or remediation for which it is responsible under Section 11.4 within the time(s) prescribed
by applicable Environmental Laws, or within the time reasonably necessary to enable the City to
meet its obligations under Environmental Laws (subject to the condition that the City must first
provide reasonable advance written notice to Airline of such obligations, except in emergency
circumstances in which such advance notice is not possible), then the City, in addition to its rights
and remedies described elsewhere in this Agreement, may, at its election, upon reasonable written
notice, enter the affected area, and take whatever action the City reasonably deems necessary to
protect the public health and safety and the environment, or to enable the City to meet its obliga-
tions under Environmental Laws, within the time required under such Environmental Laws, at
Airline's expense, although nothing herein shall prejudice the right of Airline to contest the City's
determinations made under this Section 11.4.4.
11.4 Correction of Environmental Non-compliance.
11.4.1 If the operations or activities at or use of the Airport by Airline or Airline
Entities are in alleged non-compliance with any applicable Environmental Law (as is reasonably
determined by the City or as is determined by any governmental agency with enforcement author-
ity regarding such alleged non-compliance) or Airport Rules and Regulations, or result in contam-
ination or pollution at or under the Airport, and provided that the situation or condition in question
does not, as determined by the City in its reasonable discretion, require immediate action pursuant
to applicable Environmental Laws and Section 11.4.4, the City agrees to notify Airline in writing
of the alleged noncompliance or contamination or pollution and shall require Airline to take action
to address such non-compliance within thirty (30) days of Airline's receipt of notice, unless com-
pliance is required sooner by a governmental agency or applicable Environmental Law. Within
that thirty (30) day period, or such shorter period as is required by applicable Environmental Law
or governmental agency, Airline shall have the opportunity to take whatever action is necessary or
required by Environmental Laws, to correct such noncompliance, ensure that it is corrected, or
provide the City a binding commitment to do so within a reasonable time. Airline shall also have
the right during that thirty (30) day period to challenge any City determination of non-compliance.
Airline's obligations to the City under this Section may be deferred, upon mutual consent of the
parties, until a final resolution of or ruling on such challenge has been issued. Should Airline pre-
vail in such a challenge, Airline shall have no further obligation under this Section with respect to
that particular alleged non-compliance.
11.4.2 If Airline does not take such corrective action, challenge the City's de-
termination of non-compliance, or provide a binding commitment to address the non-compliance
30
within the thirty (30) day period referenced in Section 11.5.1, the City or its authorized contractors
and consultants may, at the City's option, enter any part of the Airport and take such measures as
the City may reasonably deem necessary to correct the alleged non-compliance and to investigate
and remediate any related contamination, all at Airline's expense. All reasonable and documented
costs associated with any action by the City or its contractors or consultants in connection with
this Section, including but not limited to reasonable attorneys' fees and expenses, and Airport staff
time and expenses, shall be subject to the reimbursement and indemnification requirements of this
Article.
(a) Nothing in this Section is intended or shall be construed so as to
prevent the City or Airline from exercising, in their reasonable discretion, any rights granted or
available elsewhere in this Article, in this Agreement, or by law.
11.5 Corrective Action Process.
11.5.1 Before commencing any investigation, remediation, or corrective action
at the Airport under this Agreement, and except for any immediate abatement action required under
Section 11.4, Airline shall provide the related proposed plans for such investigation, remediation
or corrective action to the City for approval, which shall not be unreasonably withheld. The work
shall be performed at Airline's expense, and the City shall have the right to review and inspect all
such work at any time using consultants and representatives of the City's choice, at the City's
expense. Specific cleanup levels for any environmental remediation work shall comply with ap-
plicable Environmental Laws. Airline shall, at Airline's own cost and expense, have all tests per-
formed, and reports and studies prepared, and shall provide such information to any governmental
agency as may be required by Environmental Laws, with a copy to the City. This obligation in-
cludes but is not limited to any requirements for a site characterization, site assessment, Affected
Property Assessment Report, and remedial action plan that may be necessary. In the event deed
recordation by the City is necessary, Airline shall reimburse the City for all deed recordation fees
and reasonable attorneys' fees incurred in connection with such recordation.
11.5.2 Any remedial or other activity undertaken by Airline under this Article
shall not be construed to impair Airline's rights, if any, to seek contribution or indemnity from any
person.
11.5.3 Airline may not seek a Municipal Setting Designation for any ground-
water underlying the Airport without obtaining the City's written approval in advance.
11.6 Environmental Indemnification and Reimbursement.
11.6.1 Notwithstanding any other provision to the contrary, and without limit-
ing any other indemnity in this Agreement, Airline agrees to indemnify, defend, and hold harmless
the City, its past, present or future directors, officers, members, agents and employees, the City's
council, council members, agents, and employees and the Airport Operator ("Environmental In-
demnitees"), from and against any and all proven and/or substantiated claims, demands, penalties,
fines, suits, actions, administrative proceedings (including formal and informal enforcement), gov-
ernment orders, judgments, loss, damages, liabilities, costs, and expenses (including but not lim-
ited to reasonable and documented attorneys' and consultants' fees and expenses, litigation costs,
31
expert witness fees, and expenses of investigation, removal, remediation, or other required plan,
report, or response action) when incurred and whether incurred in defense of actual litigation or in
reasonable anticipation of litigation to the extent resulting from:
(a) The breach by Airline of any representation or warranty made in this
Article; or
(b) the failure of Airline to meet its obligations under this Article in a
full and timely manner, whether caused by Airline or any third party under Airline's direction or
control; or
(c) documented loss by any Environmental Indemnitee(s) from any En-
vironmental Impact Claim, to the extent caused by the operations, activities, action or inaction of
Airline or Airline Entities, at the Airport during the term of this Agreement.
11.6.2 In the event the City undertakes any action, including but not limited to
response or corrective action, repairs, or remediation, in the exercise of its rights with respect to
Airline under this Article, Airline shall reimburse the City, upon reasonable written notice by the
City, for all reasonable and documented costs that the City incurs in association with such action,
including but not limited to consultants' fees, contractors' fees, reasonable attorneys' fees and ex-
penses, and expenses of investigation, repair, response or corrective action and remediation.
11.6.3 Notwithstanding any other provision to the contrary, and to the extent
permitted by law, the City agrees to indemnify and hold harmless Airline and its directors, officers,
agents and employees from and against any and all claims, demands, penalties, fines, suits, actions,
administrative proceedings (including informal proceedings), government orders, judgments, loss,
damages, liabilities, costs, and expenses (including but not limited to reasonable and documented
attorneys' and consultants' fees and expenses, litigation costs, expert witness fees, and expenses of
investigation, removal, remediation, or other required plan or response action) to the extent result-
ing from (i) failure of the City to meet its obligations under this Article, or (ii) the documented
loss by Airline, its directors, officers, agents or employees to a third party or governmental entity
from any Environmental Impact Claim, to the extent resulting from the operations, activities, ac-
tions or inaction of the City or any other party under the City's direction and control.
11.6.4 Regardless of the date of termination of this Agreement, the indemnify-
ing party's representations, obligations and liabilities under this Article shall continue as long as
the indemnified parry bears any liability or responsibility under this Article or the Environmental
Laws.
11.7 Limitations.
Airline's obligations under this Article shall not apply to:
11.7.1 Contamination that existed at the Airport prior to Airline's initial occu-
pancy or operations at such area(s) of contamination at the Airport, provided that neither Airline
nor any other party under Airline's direction or control, or conducting operations or activities on
its behalf, subsequently contributed to such contamination; or
32
11.7.2 Releases that migrate onto, into, or from the Airport and that were not
caused by Airline or third parties under Airline's direction or control or conducting operations or
activities on its behalf; or
11.7.3 Releases or Discharges on, at, or from the Airport not caused by Airline
or Airline Entities; or
11.7.4 Releases, Discharges, or contamination to the extent caused by gross
negligence or willful misconduct by the City, its agents or employees or any other party under the
City's direction or control.
11.8 Waiver.
Any waiver of any provision of this Article, or any delay by the City in the enforcement of
any right hereunder, shall neither be construed as a continuing waiver, nor create an expectation
of non -enforcement of that or any other provision or right. In order to be effective, any waiver of
any right, benefit, or power hereunder must be in writing and signed by an authorized
representative of the City, it being intended that no waiver shall be implied by the City's conduct
or failure to act. Any specific written waiver shall be applicable only to the particular facts and
circumstances thereby addressed and shall not be of any effect with respect to future events, even
if any of said future events involve substantially similar circumstances. Any remedies provided for
in this Article shall be cumulative and in addition to, and not in lieu of, any other remedies available
to City at law, in equity, or otherwise.
11.9 Survival of Environmental Provisions.
Unless specifically stated elsewhere herein, the provisions of this Article, including the
representations, warranties, covenants and indemnities of Airline, are intended to and shall survive
termination of this Agreement.
11.10 Resource Conservation and Recycling.
The City reserves the right to institute such policies, programs and measures as may be
necessary or desirable, in the City's reasonable discretion, for the conservation or preservation of
energy, energy related services, water, and other natural resources or as may be required to comply
with any applicable codes, rules and regulations, whether mandatory or voluntary. Airline shall
comply with all federal, state, and local laws, rules, regulations, and ordinances and rules and
regulations pertaining to recycling and energy conservation and management. Airline and the City
shall use good faith efforts to abide by and fully cooperate with each other in all aspects of such
policies and programs, and nothing in this Section will adversely affect Airline's or the City's
rights under this Agreement.
Article 12 ASSIGNMENT
Airline shall not, directly or indirectly, assign, sell, hypothecate or otherwise transfer this
Agreement, without the prior written consent of the City, such consent not to be unreasonably
withheld. The foregoing shall not prevent the assignment of this Agreement or any portion thereof
to any corporation with which Airline may merge or consolidate; provided however, such
33
successor corporation within a reasonable period of time shall provide written acknowledgement
by a duly authorized corporate officer to the City that it has assumed all obligations of Airline and
will fully honor all terms and conditions set forth in this Agreement. Notwithstanding the
foregoing, the City hereby acknowledges that on September 18, 2024 the "Merger Effective
Date"), pursuant to that certain Agreement and Plan of Merger dated effective December 2, 2023
between Hawaiian Holdings, Inc., a Delaware corporation and the parent company of Airline
("HHI"), Alaska Air Group, Inc., a Delaware corporation ("Alaska"), and Marlin Acquisition
Corp., a Delaware corporation and a wholly -owned subsidiary of Alaska ("Merger Sub"), Merger
Sub merged with and into HHI (the "Merger"). As of the Merger Effective Date, HHI is now a
wholly -owned subsidiary of Alaska.
Article 13 MISCELLANEOUS PROVISIONS
13.1 Nature of Agreement.
This Agreement shall not be construed to be a lease of any Airport property nor create a
landlord -tenant relationship between the City and Airline.
13.2 Governing Law and Venue.
This Agreement has been entered into and shall be governed by, construed and interpreted
in accordance with the laws of the State of Texas. Venue of any action brought under this
Agreement shall be vested in the state courts of Texas in the County of Tarrant or if federal
jurisdiction is appropriate, in the United States District Court in the Northern District of Texas.
13.3 Entire Understanding.
This Agreement contains the entire and only understanding and agreement of the City and
Airline, which by accepting this Agreement, acknowledge that there is no other written or oral
understanding or agreement between them with respect to the subject matter of this Agreement
and that this Agreement supersedes all prior negotiations, discussions, obligations and rights of
the City and Airline. No waiver, modification, amendment or alteration of this Agreement shall
be valid unless it is expressed in writing and signed by authorized representatives of Airline and
the City. Airline and the City acknowledge that no other party, nor any agent or attorney of any
other party, has made any promise, representation, waiver or warranty whatsoever, expressed or
implied, which is not expressly contained in writing in this Agreement and further acknowledge
that this Agreement was not executed in reliance upon any collateral promise, representation,
waiver or warranty, or in reliance upon any belief as to any fact not expressly recited in this
Agreement.
13.4 Amendments.
Except as otherwise expressly provided herein, the provisions of this Agreement may be
amended only by a written agreement signed by the City and Airline.
13.5 Cumulative Rights.
34
Each right of the City and Airline is cumulative and is in addition to every other legal right
that the parry may have in the event of any default by the other.
13.6 Construction to Save Agreement.
If any term, covenant, condition, or provision of this Agreement is held by a court of
competent jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions hereof
shall remain in full force and effect and in no way affected, impaired, or invalidated thereby. It is
the intention of the parties hereto that if any provision of this Agreement is capable of two
constructions, one of which would render the provision void and the other of which would render
the provision valid, then the provision shall have the meaning which renders it valid.
13.7 No Waiver.
No waiver of default of any of the terms, covenants and conditions of this Agreement to be
performed, kept and observed by the other party shall be construed or operate as a waiver of any
subsequent default of any of the terms, covenants or conditions of this Agreement to be performed,
kept and observed by the other parry. No failure on the part of either party to require or exact full
and complete compliance by the other party with any of the covenants, conditions, or agreements
of this Agreement be construed in any manner as a change in or to the terms of this Agreement or
prevent the enforcement in full of any provisions.
13.8 Relationship of Parties.
Nothing in this Agreement shall be deemed or construed by the City or Airline, or by any
third party, as creating the relationship of principal and agent, partners, joint venturers, or any other
similar such relationship between the City and Airline.
13.9 No Third -Party Beneficiaries.
There are no third -party beneficiaries to this Agreement other than as specifically and
expressly provided in this Agreement.
13.10 Successors and Assigns.
All of the terms, provisions, covenants, stipulations, conditions and considerations in this
Agreement shall extend to and bind the legal representatives, successors, and assigns of each party
to this Agreement.
13.11 Labor Disputes.
Airline agrees to use commercially reasonable efforts to avoid disruption to the City, its
tenants or members of the public arising from labor disputes involving Airline, and in the event of
a strike, picketing, demonstration or other labor difficulty involving Airline, to use its good offices,
including the utilization of available legal remedies, to minimize or eliminate any disruption to the
City, its tenants or members of the public, arising from such strike, picketing, demonstration or
other labor difficulty.
35
13.12 Force Majeure.
If either party is delayed or hindered in or prevented from the performance of any act
required under this Agreement by reason of strikes, lockouts, labor disputes, inability to procure
labor or materials, failure of power, riots, insurrection, terrorism, war, fire or other casualty, or
other reason of a similar nature beyond the reasonable control of the party delayed in performing
work or doing acts required under this Agreement, performance of such act shall be excused for
the period of the actual delay attributable to such causes, and the period for the performance of
any such act shall be extended for a period equivalent to the period of such delay (any such delay
is herein referred to as an "Unavoidable Delay"). This Section shall not be applicable to Airline's
obligations to procure insurance or to pay Landing Fees and other fees and charges due under this
Agreement. If any provision of this Agreement negates or limits the period of any force majeure
or Unavoidable Delay extension, such provision shall override this Section 13.12. Airline shall
give the City notice of any Unavoidable Delay within a reasonable time (not to exceed one (1)
year) following the occurrence of the delaying event.
13.13 No Personal Liability.
No director, officer, agent, employee, or elected official of either party shall be charged
personally or contractually liable by or to the other party under any term or provision of this
Agreement, or because of any breach of this Agreement, or because of their execution or attempted
execution of this Agreement.
13.14 Acceptance of Payments.
The subsequent acceptance of payments hereunder by the City from Airline shall not be
deemed to be a waiver of any preceding breach by Airline of any term, covenant, or condition of
this Agreement, other than the failure of Airline to pay the particular fees or rent so accepted,
regardless of the City's knowledge of such preceding breach at the time of acceptance of such
landing fees and/or rent.
13.15 Attorneys' Fees.
13.15.1 If the City shall, without any fault, be made a party to any litigation
commenced by or against Airline arising out of Airline's use or enjoyment of Airport or the
Premises and as a result of which Airline is finally adjudicated to be liable, then Airline shall pay
all costs and reasonable attorneys' fees incurred by or imposed upon the City in connection with
such litigation.
13.15.2 In any action by the City or Airline against the other for recovery of any
sum due under this Agreement, or to enforce any of the terms, covenants or conditions contained
herein, the prevailing party shall be entitled to reasonable attorneys' fees in addition to costs and
necessary disbursements incurred in such action. Each party shall give prompt notice to the other
of any claim or suit instituted against it that may affect the other parry.
13.16 Taxes.
36
13.16.1 This Agreement may result in or create a taxable possessory interest and
be subject to the payment of property taxes. Notwithstanding the foregoing, as of the date of
execution of this Agreement, no such taxes, as provided in this Section 13.16, are applicable.
13.16.2 If applicable, Airline shall be liable for, and shall pay throughout the
Term, all property taxes payable for, or on account of: (a) the activities conducted by Airline on
the Airport; and (b) all taxes, if any, on the personal property of Airline on or at the Airport.
13.16.3 If applicable, Airline shall reimburse the City for all such taxes paid or
payable by the City, identified in section 13.16.1 and 13.16.2 above. All tax amounts for which
the City is or will be entitled to reimbursement, as provided for in this Section 13.16, from Airline
shall be payable by Airline to the City at least fifteen (15) days prior to the due dates of the
respective tax amounts involved; provided that Airline shall be entitled to a minimum of ten (10)
days' written notice of the amounts payable by Airline.
13.16.4 Airline may contest, in its own name or the name of the City, the validity
or amount of any tax it shall be required to pay, under this Section 13.16, to a taxing entity;
provided, however, that Airline shall defend, indemnify and hold the City harmless from all
liability and expense arising from such contest, which obligations shall survive expiration or earlier
termination of this Agreement and shall provide security satisfactory to the City for its
performance of such indemnification obligation.
13.17 Memorandum of Lease.
In the event that the City so requests, Airline shall execute, attest, acknowledge, and deliver
for recording a short form Memorandum of Lease of this Agreement.
13.18 Approval or Consent.
Whenever consent or approval is required herein by either party to the other, such consent
or approval shall not be unreasonably withheld, conditioned, or delayed.
13.19 Time of the Essence.
Time is of the essence of this Agreement and of each and all of its terms, conditions,
covenants and provisions.
13.20 Notices.
All notices and payments under this Agreement may be delivered or mailed. If delivered
by messenger or courier (including overnight air courier), they shall be deemed delivered when
received at the Street Addresses listed in Section 1.1. If mailed or sent via overnight courier, they
shall be sent to the Overnight Delivery and Street Address provided in Article 1 or to such other
respective addresses as either party may from time to time designate to the other party in writing.
All notices and payments mailed by regular mail (including first class) shall be deemed to have
been given on the fifth business day following the date of mailing, if properly mailed and
addressed. Notices and payments sent by certified or registered mail shall be deemed to have been
given on the third business day following the date of mailing, if properly mailed and addressed.
37
For all types of mail, the postmark affixed by the United States Postal Service shall be conclusive
evidence of the date of mailing. Notices delivered via courier or overnight courier shall be deemed
to have been given upon arrival. Notices under this Agreement are sufficient if made via email
provided such email notice has been sent to an employee of the recipient Parry having knowledge
of the matter contained in the notice and is conspicuously identified as a notice under this
Agreement, and shall be deemed to have been given on the day the email is sent.
13.21 Counterparts.
This Agreement may be executed simultaneously in counterparts, each of which shall be
deemed to be an original copy of this Agreement and, when taken together, shall be deemed to be
one and the same Agreement.
13.22 Capacity to Execute.
Airline shall submit a copy of any corporate resolution, if requested by City, which
authorizes any director or officer to act on behalf of Airline or which authorizes Airline to enter
into this Agreement.
13.23 Incorporation of Exhibits.
All exhibits and attachments referred to in this Agreement are intended to be and are hereby
specifically made a part of this Agreement.
13.24 Titles.
Paragraph titles are inserted only as a matter of convenience and for reference, and in no
way define, limit or describe the scope or extent of any provision of this Agreement.
13.25 Other Agreements.
Other than as set forth herein, nothing contained in this Agreement shall be deemed or
construed to nullify, restrict or modify in any manner the provisions of any other lease or contract
between City and Airline authorizing the use of the Airport, its facilities and appurtenances.
13.26 Agreement Not to Grant More Favorable Terms.
During the Term, the City agrees not to enter into any lease, contract or other agreement
with any other air carrier conducting operations at the Airport that contains rates, charges or terms
more favorable to such air carrier than the rates, charges or terms Airline has agreed to under this
Agreement, unless the Authority also makes those more favorable rates, charges or terms available
to Airline. The provisions of this Section 13.26 shall in no way limit, impair or interfere with the
City's ability to charge or establish such rates and charges as the City may deem applicable when
entering into any lease, contract or other agreement with any party that is not an air carrier.
13.27 Agent for Service.
c:
It is expressly understood and agreed that if Airline is not a resident of the State of Texas,
or is an association or partnership without a member or partner resident of said state, or is a foreign
corporation not licensed to do business in Texas, then in any such event, Airline shall appoint an
agent for the purpose of service of process in any court action between it and City arising out of
or based upon this Agreement. Airline shall immediately notify City, in writing, of the name and
address of said agent. Such service shall be made as provided by the laws of the State of Texas
for service upon a non-resident engaging in business in the State. It is further expressly agreed,
covenanted and stipulated that, if for any reason, such service of process is not possible, as an
alternative method of service of process; Airline may be personally served out of the State of Texas
by the registered mailing of such service at the address set forth in Section 1.1.
[Remainder of Page Intentionally Left Blank]
39
CITY OF FORT WORTH:
By: „�17, Y, �'-'oW 'I-7 , 9 IIT,m mcnR �o�
Name: Valerie Washington
Title: Assistant Citv Manager
STATE OF TEXAS
COUNTY OF Tarrant §
BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on
this day personally appeared Valerie Washin;,rton, known to me to be the person whose name is
subscribed to the foregoing instrument, and acknowledged to me that the same was the act of the
City of Fort Worth and that he executed the same as the act of the City of Fort Worth for the
purposes and consideration therein expressed and in the capacity therein stated.
GIVEI Pa ,�e ANGELA ®D. CHRISP IND SEAL OF OFFICE this llth day of March 52025
Notary Public * STATE OF TEXAS
y e Notary I.D. 134812443
'FOF� My Comm. Exp. Mar. 18, 2028 3
Angela Chrisp (Mar 11, 2025 08.'1 CDT)
Notary Public in and for the State of Texas
AVIATION DIRECTOR APPROVAL:
By:
Name: Roger Venables
Title: Aviation Svstems Director
APPROVED AS TO FORM AND LEGALITY:
Candace Pgaiiara
By: Can d ace Pagli a ra(M a r 10, 2 517:01 CDT)
Name: Candace Paidiara
Title: Assistant City Attornev
ATTEST:
By.
ooF F°R>ad
Dyad
aka ao
�oQo o�e d
Qaann'EXas4 a
Name: Jannette S. Goodall
Title: Citv Secretary
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.
By:
Name: Barbara Goodwin OFFICIAL RECORD
Title: Real Prouerty Mana_cr CITY SECRETARY
40 FT. WORTH, TX
HAWAIIAN AILINES, INC.
By: - — -
Name: r •��a.-�.� UrCt�Z�,�
Title:,m�7
STATE OF Oa-5 Ih8t0h
COUNTY OF k-1 j
BEFORE ME, the undersigned authority, a Notary Public in and for the State of
to n , on this day personally appeared &/rwj n A0k1,Tk own to me to be
the person ose name is subscribed to the foregoing inst ent, and acknowledged to me that
the same was the act of Hawaiian Airlines, Inc. and that she/he executed the same as the act of
Hawaiian Airlines, Inc. for the purposes and consideration therein expressed and in the capacity
therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this
202 6 .
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Notary Public
State of WashiNgton
1 MELISSA A CAM HELL
LICENSE # 23010933
MY COMMISSION EXPIRES
MARCH 30 � 2027
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Exhibit B
Aviation Department's Minimum Standards
FORTWORTH®
AVIATION
PEROT FIELD • MEACHAM • SPINBS
City of Fort Worth Aviation Department
201 American Concourse, Ste 330
Fort Worth TX,76106
Aviation Minimum Standards
City of Fort Worth Aviation Department
FORT WORTH
AVIATION TABLE OF CONTENTS
1. DEFINITIONS AND ACRONYMS...................................................................................1
2. INTRODUCTION.............................................................................................................4
A.
Purpose................................................................................................................. 4
B.
Regulations...........................................................................................................4
C.
Effective Date........................................................................................................ 4
D.
Self-Service...........................................................................................................5
E.
Applicability.......................................................................................................... 5
F.
Variance................................................................................................................ 5
3. GENERAL REQUIREMENTS......................................................................................... 7
A.
Introduction........................................................................................................... 7
B.
Leased Premises.................................................................................................. 7
C.
Facility Maintenance............................................................................................
D.
Products, Services, and Facilities....................................................................... 8
E.
Licenses, Permits, Certifications, and Ratings .................................................. 8
F.
Employees............................................................................................................ 8
G.
Equipment and Vehicles...................................................................................... 8
HHours
of Activity................................................................................................... 9
I.
Security.................................................................................................................9
J.
Insurance.............................................................................................................. 9
K.
Indemnification and Hold Harmless..................................................................11
L.
Enforcement.......................................................................................................11
M.
Leased Premises Multiple Activities.................................................................12
4. FIXED BASE OPERATOR(FBO).................................................................................13
A.
Introduction.........................................................................................................13
B.
Scope of Activity................................................................................................13
C.
Leased Premises................................................................................................14
D.
Fuel Storage and Equipment.............................................................................14
E.
Fueling Reports..................................................................................................15
F.
Ground Support and Service Equipment.........................................................15
G.
Hours of Activity.................................................................................................16
H.
Employees..........................................................................................................16
I.
Aircraft Removal.................................................................................................16
5. AIRCRAFT
MAINTENANCE OPERATOR(SASO)......................................................17
A.
Introduction.........................................................................................................17
B.
Leased Premises................................................................................................17
C.
Employees..........................................................................................................17
6. AVIONICS
OR INSTRUMENT MAINTENANCE OPERATOR (SASO) ........................18
A.
Introduction.........................................................................................................18
B.
Leased Premises................................................................................................18
C.
Licenses and Certifications...............................................................................18
D.
Employees..........................................................................................................18
E.
Equipment...........................................................................................................18
Aviation Minimum Standards
City of Fort Worth Aviation Department (2017)
FORT WORTH
AVUUON TABLE OF CONTENTS
7. AIRCRAFT RENTAL OR FLIGHT TRAINING OPERATOR (SASO) ...........................19
A. Introduction.........................................................................................................19
B. Leased Premises................................................................................................19
C. Employees..........................................................................................................19
D. Equipment...........................................................................................................20
E. Hours of Activity................................................................................................. 20
F. Insurance Disclosure Requirement.................................................................. 20
8. AIRCRAFT CHARTER OR AIRCRAFT MANAGEMENT OPERATOR (SASO) ..........21
A.
Introduction.........................................................................................................
21
B.
Leased Premises................................................................................................
21
C.
Licenses and Certifications ...............................................................................
21
D.
Employees..........................................................................................................
21
E.
Equipment...........................................................................................................21
F.
Hours of Activity.................................................................................................
21
9. AIRCRAFT SALES OPERATOR (SASO).................................................................... 22
A.
Introduction.........................................................................................................
22
B.
Leased Premises................................................................................................
22
C.
Dealership...........................................................................................................
22
D.
Licenses and Certifications ...............................................................................
22
E.
Hours of Activity.................................................................................................
22
10. AIRCRAFT
STORAGE OPERATOR(SASO)...............................................................
23
A.
Introduction .........................................................................................................
23
B.
Leased Premises................................................................................................
23
C.
Hours of Activity.................................................................................................
23
11. AVIATION
SERVICE SOLE PROPRIETOR.................................................................
24
A.
Introduction.........................................................................................................
24
B.
Leased Premises................................................................................................
24
C.
Employees..........................................................................................................
24
D.
Equipment...........................................................................................................24
E.
Hours of Activity............................................................•........................... ..
25
F.
Insurance Disclosure.........................................................................................
25
12. OTHER COMMERCIAL AERONAUTICAL ACTIVITIES (SASO)................................26
A.
Introduction.........................................................................................................
26
B.
Leased Premises................................................................................................
26
C.
Employees..........................................................................................................
26
D.
Equipment...........................................................................................................26
E.
Hours of Activity........................•........................................................................26
13. SELF FUELING............................................................................................................27
A. Introduction......................................................................................................... 27
B. Permit/Approval..................................................................................................27
C. Fueling Reports.................................................................................................. 27
Aviation Minimum Standards
City of Fort Worth Aviation Department (2017)
FORT WORTH
AVXUON TABLE OF CONTENTS
D. Fuel Storage and Equipment. ......... , ........ * .......... .................. -- ........ 27
E. 'Compliance with Environmental Laws.............................................................29
F. Remediation and Insurance Requirements...................................................... 29
G. Personnel............................................................................................................29
H. Permit Revocation.............................................................................................. 29
Aviation Minimum Standards
City of Fort Worth Aviation Department (2017)
FORT WORTH
AVIATION
DEFINITIONS
DEFINITIONS AND ACRONYMS:
For purposes of the Aviation Minimum Standards, the following words, phrases and
acronyms shall have the meanings respectively ascribed to them in this section
AC — Advisory Circular
Aeronautical Activity — Any activity or service that involves, makes possible,
facilitates, is related to, assists in, or is required for the operation of Aircraft; any
activity that contributes to, or is required for the safety of such operations; any activity
that has a direct relationship to the operation of Aircraft or the operation of the airport.
AFW — Fort Worth Alliance Airport
Agreement - A written contract enforceable by law, executed by both parties,
between the City and an Entity transferring rights or interest in land and/or
Improvements and/or otherwise authorizing the conduct of certain activities.
Aircraft - Any weight -carrying structure for navigation in the air and that obtains
support by the dynamic reaction of the air to any obstruction connected with the
structure. Gliders or ultralights, either powered or unpowered, helicopters, hot air
balloons, and airships will be considered Aircraft.
Aircraft Charter Operator — A Commercial Operator engaged in on -demand
common carriage for persons or property, as defined in 14 CFR Part 135, or operates
in private carriage, as defined in 14 CFR Part 125, on the Airport.
Aircraft Maintenance Operator - An Operator engaged in providing Aircraft
maintenance, parts, accessories, and related components, as defined in 14 CFR Part
43, for Aircraft other than those owned, leased, and/or operated by the Operator on
the airport.
Aircraft Management Operator - An Operator engaged in the business of providing
Aircraft management including, but not limited to, flight dispatch, pilot services, flight
attendant services, or Aircraft maintenance coordination to the public on the airport.
Aircraft Rental Operator — An Operator engaged in the rental of Aircraft to the
public at the airport.
Aircraft Sales Operator — An Operator engaged in the sale of Aircraft on the airport.
This excludes individuals selling personally owned Aircraft, unless the individual
purchases Aircraft for the primary purpose of resale.
Aircraft Storage Operator — An Operator that owns or leases an Aircraft storage
facility and/or associated office or shop space on the airport and sells or subleases
such space to entities engaging in commercial or non-commercial aeronautical
activities.
Airport Roadway - Those portions of the airports designated and made available
temporarily or permanently by the Director for vehicular traffic and not located on
ground leased by others.
Avionics or Instrument Maintenance Operator — A Commercial Operator engaged
in the business of maintenance or alteration of one or more of the items described in
14 CFR Part 43, Appendix A (i.e., Aircraft radios, electrical systems, or instruments)
for Aircraft other than those owned, leased, and/or operated by the Operator on the
airport.
Aviation Minimum Standards 1
City of Fort Worth Aviation Department (2017)
FORT WORTH
AVIATION
DEFINITIONS
Commercial Operator — An Entity that offers any product or service for which
compensation is received.
Cooperative Organization (Co-op) — Multiple entities coming together for the
purpose of joint ownership in facilities, equipment, and/or fuel in order to conduct
Aeronautical Activities at the Airport.
Director - The Director of the Aviation Department is responsible for the
administration, operations, and maintenance for all city -owned and operated airports.
DHS - Department of Homeland Security
Entity - An individual, partnership, limited liability company, corporation or other
business organization doing business or desiring to do business on one or more city -
owned general aviation airports.
FAA - Federal Aviation Administration
Flight Training Operator - Commercial Operator engaged in providing flight
instruction to the public at the airport.
Fixed Base Operator (FBO) - A Commercial Operator engaged in the sale of
products, services and the renting or subleasing of facilities.
FWS — Fort Worth Spinks Airport
FTW — Fort Worth Meacham International Airport
Improvements - All buildings, structures, additions, and facilities including pavement,
fencing, and landscaping constructed, installed, or placed on, under, or above any
land on the airport.
Infrastructure - Runways, Taxiways, taxi lanes, aprons, helipads, landing pads,
parking pads, navaids, Airport Roadways, utilities, etc.
Leased Premises - The land and/or Improvements used exclusively under
Agreement by an Operator, lessee, or sublessee.
Limited Aircraft Services and Support - Limited Aircraft, engine, or accessory
support such as cleaning, washing, waxing, painting, upholstery, propeller repair, etc.
or other related Aircraft services and support activities.
Miscellaneous Commercial Services and Support - Ground instruction, simulator
training, scheduling and dispatching, or any other related commercial services and
support activities.
Minimum Standards - Those qualifications, standards, and criteria set forth as the
minimum requirements to be met as a condition for the right to engage in activities at
city owned general aviation airports.
Non -Commercial Hangar Lessee - An Entity that owns or leases an Aircraft storage
facility on the airport for the purpose of storing Aircraft owned, leased, and/or
operated by the Entity for non-commercial purposes only.
Non -Commercial Lessee - An Entity that owns or leases an Aircraft and operates
the Aircraft for a private purpose. In the case of a business, the operation of Aircraft
must be an ancillary activity to support the business's purpose by providing private
transportation for the exclusive use of its employees, agents, and/or customers. In all
cases, the Non -Commercial Lessee neither offers nor engages in commercial
aeronautical activities.
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DEFINITIONS
Non -Profit Organization - An organization that is legally formed as a not -for -profit
organization, as registered with the Internal Revenue Service under 501(c)(3) or the
State of Texas Non -Profit Organization provisions. As a Not -For -profit Organization,
should an organization provide commercial aeronautical activities, the organization
shall be viewed as a Commercial Operator.
Operator - An Entity that has entered into an Agreement with the City of Fort Worth
Aviation Department to engage in commercial aeronautical activities at the airport.
Permittee - An Entity that has written permission from the Aviation Department to
conduct an activity at the airport according to the parameters established by a permit.
Runway - An area of the airport developed and improved for the purpose of
accommodating the landing and takeoff of Aircraft.
Specialized Aviation Service Operator (SASO) - A single service provider offering
a specialized aeronautical service such as Aircraft sales, flight training, Aircraft
maintenance, or avionics services. SASOs shall not sell fuel.
Taxiway - A defined path, usually paved, over which Aircraft can taxi from one part of
an airport to another excluding takeoff and landing.
TSA - Transportation Safety Administration
TSR — Transportation Security Regulations
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INTRODUCTION
A. Purpose
INTRODUCTION
The purpose of these Aviation Minimum Standards (Minimum Standards) is to
encourage, promote, and ensure:
1. The consistent provision of high quality aviation products, services, and
facilities at Fort Worth Alliance Airport, Fort Worth Meacham International
Airport, and Fort Worth Spinks Airport ("Airports" when referred to
collectively or "Airport" when referred to individually);
2. The development of high quality aviation Improvements and amenities at
the Airports;
3. Aviation safety and security at the Airports;
4. The economic health of aviation Commercial Operators at the Airports; and
5. The orderly development of Airport property for aviation purposes.
Aeronautical activities may be proposed that do not fall within the categories
designated herein. In such a case, appropriate Minimum Standards shall be
established by the City of Fort Worth (City) Aviation Department (Department) on a
case -by -case basis for such activities and incorporated into lessee's Agreement or
operator's Agreement with a sublessee.
B. Regulations
These Minimum Standards are subject to, but not limited to:
1. Federal Aviation Regulations, Title 14 - Code of Federal Regulations;
2. Texas Transportation Code, Chapter 22 - County and Municipal Airports;
3. Fort Worth Aviation Department Leasing Policy; and
4. Fort Worth Code of Ordinances, Chapter 3 - Airports and Aircraft.
5. Fort Worth Aviation Schedule of Rates and Charges
If the FAA determines that any provision of these Minimum Standards, any provision
of any Agreement, or any practice constitutes a grant of a prohibited exclusive right,
such provision shall be deemed null and void and such practice shall be discontinued
immediately.
C. Effective Date
These Minimum Standards shall be in effect upon adoption by the Fort Worth City
Council, unless repealed by the City. The Minimum Standards, adopted June 16,
1992 (the "1992 Standards, ") and the Minimum Standards adopted May 4, 2014
(the 2014 Standards) will continue to apply to existing Improvements constructed
prior to the adoption of these Minimum Standards, unless the current Improvements
are in violation of the 1992 Standards at the time these Minimum Standards are
adopted. Unless expressly stated otherwise, these Minimum Standards shall apply
to all existing businesses and activities at the Airport as of the sixth month after the
adoption of these Minimum Standards,
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D. Self -Service
INTRODUCTION
An Aircraft owner or the Aircraft owner's employees may perform services that may
include fueling, maintenance, or repair on the Aircraft owner's Aircraft utilizing the
Aircraft owner's vehicles, equipment, and resources (self-service). An Aircraft
owner who engages in self-service activities may not perform services for
compensation or hire. The right to engage in self-service activities is conditioned
upon compliance with applicable regulatory measures. See Section 17, Self Fueling
for additional requirements.
An Aircraft Maintenance Operator may defuel Aircraft, if necessary, for Aircraft
maintenance purposes only. Additionally, an Aircraft Maintenance Operator may
refuel the defueled Aircraft following provision of required Aircraft maintenance.
Defueling and refueling shall not be construed to permit an Aircraft Maintenance
Operator to engage in the sale of aviation fuels as this activity is specifically
reserved for an FBO (Section 4).
An Aircraft Maintenance Operator conducting defueling and refueling of defueled
Aircraft shall have adequate and proper fuel storage, provide the Department with a
Spill Prevention, Control, and Countermeasures Plan for defueling, refueling, and
fuel storage, and conform with Section 4.D.
Co-op fueling is prohibited at the Airports.
E. Applicability
These Minimum Standards specify the standards and/or requirements that must be
met by any Entity engaging in aviation aeronautical activities at the Airports.
Throughout these Minimum Standards, the words "standards" or "requirements"
shall be understood to be modified by the word "minimum" except where explicitly
stated otherwise. Any required determinations, interpretations, or judgments
regarding what constitutes an acceptable minimum standard or requirement, or
regarding compliance with such minimum standard or requirement, shall be made
by the Department. All entities may exceed the applicable Minimum Standards or
requirements. No Entity shall be allowed to engage in aviation aeronautical
activities at the Airports under conditions that do not, in the Department's sole
discretion, fully comply with these Minimum Standards, unless an exemption or
variance has been approved in writing by the Director.
These Minimum Standards shall apply to any use of Airport land or Improvements
for the purpose of engaging in aviation aeronautical activities.
F. Variance
The Department may, but is not obligated to, approve variances to these Minimum
Standards when special conditions or unusual circumstances exist.
Requests for a variance must:
1. State the specific provision(s) for which the variance is being sought;
2. Describe the proposed variance;
3. State the reason for the proposed variance;
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INTRODUCTION
4. Identify the anticipated impact on the Airport (and other entities including
Operators, lessees, sublessees, users of the Airport, and the public); and
5. Identify the duration of the proposed variance.
Prior to the approval or denial of a variance, the Department shall conduct a review
of all relevant information including the request for variance as well as any other
information that may be requested or required by the Department.
In taking action on a request for variance, the Department may grant the request
only when it is determined that:
1. Enforcement of specific provisions in these Minimum Standards will create
an unnecessary hardship or practical difficulty in the intended use of the
affected property;
2. The variance will not injure the existing or permitted use of adjacent
conforming property in accordance with the Airport Master Plan; and
3. The granting of a variance is consistent with the purpose and intent of
these Minimum Standards.
Approval or denial of a variance shall be determined by the Department of Aviation.
If approved, the variance shall only apply to the particular case for which the
variance is granted.
An approval by the Department of a variance shall not serve to amend, modify, or
alter these Minimum Standards or any existing Agreement.
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GENERAL REQUIREMENTS
A. Introduction
GENERAL REQUIREMENTS
All entities engaging in aeronautical activities at the Airports shall fully comply with
or exceed the requirements of this section as well as the Minimum Standards
applicable to Entity's activities, as set forth in subsequent sections.
B. Leased Premises
An Entity shall lease or sublease sufficient land and/or lease, sublease, or construct
sufficient Improvements for the activity as required in these Minimum Standards.
Improvements shall fully comply with applicable regulatory measures including, but
not limited to, zoning, building and fire codes, setbacks, access, ingress/egress,
drainage, and vehicle parking.
Construction of any Improvements must be approved in advance by the
Department, in accordance with the Department's requirements and any agency
having jurisdiction.
Leased premises requiring public access shall have direct landside access. Should
landside access not exist, pedestrians or vehicles needing access to the airfield
shall receive non -movement area training or be escorted by an individual who has a
non -movement area permit.
Aprons should be:
1. Contiguous and separated by no more than a taxilane that allows Entity to
taxi or tow Aircraft without crossing a Taxiway or public roadway;
2. Of adequate size and weight bearing capacity to accommodate the
movement, staging, and parking of the largest type, size and weight of
Aircraft the hangar was built to accommodate without interfering with the
movement of Aircraft:
a. In and out of other facilities; and/or
b. Operating to, from, or on taxilanes or Taxiways.
C. Facility Maintenance
Operators, at their sole cost and expense, shall:
1. Maintain the Leased Premises, including all related and associated
appurtenances, landscaping, paved areas, installed equipment and utility
services, oil/water separators, and security Improvements, in a clean, neat,
orderly, and fully operational condition consistent with best practices and
equal or better in appearance and character to other similar Improvements
at the Airport, normal wear and tear excepted;
2. Provide all necessary cleaning services for the Leased Premises, including
custodial services, trash removal services, removal of foreign
objects/debris, removal of spent oils or other fluids, cleaning of oil/water
separators, and any related services necessary to maintain the
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GENERAL REQUIREMENTS
Improvements in good, clean, neat, orderly, and fully operational condition
consistent with best practices, normal wear and tear excepted; and
3. Replace and/or reimburse the Department for, any property damaged by
lessee, its activities, sublessees, customers, employees, visitors, vendors,
suppliers, or contractors.
D. Products, Services, and Facilities
Products, services, and facilities should be provided on a reasonable basis to all
Airport users.
Operator shall charge reasonable prices for each product, service, or facility.
E. Licenses, Permits, Certifications, and Ratings
Operator shall obtain and require employees to obtain, at Operator's or employee's
sole cost, all necessary licenses, permits, certifications, or ratings required for the
conduct of Operator's activities as required by any agency having jurisdiction prior
to engaging in any activity at the Airport. Upon request, Operator or its employees
shall provide copies of such licenses, permits, certifications, or ratings to the
Department within 10 business days of date of request.
Operators, lessees, or sublessees engaged in any activity at the Airports, whether
using or occupying Airport land and/or Improvements or otherwise, shall adhere to
the practices recommended by the FAA and the directives issued by the
Department.
F. Employees
Operator shall employ a qualified, experienced, and professional on -site manager
who shall be fully responsible for the day-to-day management of Operator's
activities.
Operator shall provide a supervisor on the Leased Premises to manage Operator's
activities and such person shall be authorized to represent and act on behalf of
Operator during all hours of activities with respect to the method, manner, and
conduct of Operator and Operator's activities. When such person is not on the
Leased Premises, such person shall be available by telephone 24 hours a day, 7
days a week.
Operator shall have on duty, and immediately available during hours of activity,
properly trained, and qualified employees in such numbers as are required to fully
comply with these Minimum Standards and to meet the reasonable demands of
customers for each activity being conducted by Operator.
G. Equipment and Vehicles
All required equipment and vehicles must be fully operational and available at all
times and capable of providing all required products and services in a manner
consistent with intended use. Equipment and vehicles may be unavailable, from
time to time, on a temporary basis due to routine or emergency maintenance as
long as the equipment or vehicles are returned to service as soon as possible.
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H. Hours of Activity
GENERAL REQUIREMENTS
Unless otherwise stipulated in these Minimum Standards, Operator's services shall
be offered and available to meet reasonable demand of customers for the activity
eight hours per day between the hours of 6:00 a.m. to 10:00 p.m. Monday through
Friday excluding holidays.
If not a 24/7 operation, Commercial Operator hours of activity and contact
information for afterhours service shall be clearly posted in public view using
appropriate and professional signage.
Operator or Non -Commercial Lessee shall designate a responsible person for the
coordination of all procedures and communications and provide point -of -contact
information to the Department including the name and telephone number of the
primary and secondary contacts. One of the contacts shall be available by
telephone 24 hours a day 7 days a week.
1. Security
Operator and Non -Commercial Lessee shall fully comply with the Department's
security requirements as applicable to the Airports, Leased Premises, and
activities(e.g., Fort Worth Code of Ordinances -Chapter 3, 14 CFR Part 139, as
amended, Transportation Security Regulations.
Operator or Non -Commercial Lessee must fully comply with applicable reporting
requirements as established by the Department, FAA, DHS, TSA, and any other
agencies.
J. Insurance
Operator or Non -Commercial Lessee shall procure, maintain, and pay all premiums
throughout the term of its Agreement for the applicable insurance coverage and
amounts required by regulatory measures and set forth in Attachment A, Minimum
Insurance Requirements, as amended from time to time, of these Minimum
Standards for each activity conducted. The insurance company or companies
underwriting the required policies shall be authorized to write such insurance in the
State of Texas, with an A.M. Best's rating of A- or above.
When coverage and/or the amounts set forth in Exhibit D Minimum Insurance
Requirements, are not available on a commercially reasonable basis, appropriate
replacement coverage and/or amounts must be approved by the Department.
The Department reserves the right to require additional or different types of
insurance coverage based on an Entity's individual risks and/or exposures.
When an Entity engages in more than one activity, it shall procure and maintain
insurance for the combined total of the minimum requirements of each activity. An
Entity shall procure and maintain insurance for all exposures in amounts at least
equal to the greatest of the required minimum or as stipulated by the Department.
All insurance that Operator or Non -Commercial Lessee is required to carry and
keep in full force and effect, shall name the City, and its representatives, officers,
officials, employees, agents, and volunteers as additional insured. All insurance
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GENERAL REQUIREMENTS
policies, including any Workers' Comp, shall include a Waiver of Subrogation (Right
of Recovery) in favor of the City of Fort Worth.
Liability policies shall contain, or be endorsed to contain, the following provisions:
1. "The City individually and collectively, and its representatives, officers,
officials, employees, agents, and volunteers are to be covered as
additional insured with respect to: liability arising out of activities performed
by or on behalf of Entity; premises owned, leased, occupied, or used by
Entity; and/or vehicles, equipment, or Aircraft owned, leased, hired,
borrowed, or operated by Entity. Such insurance shall provide primary
coverage and shall not seek any contribution from any insurance or self-
insurance carried by the City";
2. "Such insurance, as to the interest of the City only, shall not be invalidated
by any act or neglect or breach of contract of Entity. Any failure to fully
comply with reporting or other provisions of the policies shall not affect
coverage provided to the City individually and collectively, and their
representatives, officers, officials, employees, agents, and volunteers.
Entity's insurance shall apply separately to each insured against whom
claim is made or suit is brought, except with respect to the aggregate limits
of the insurer's liability"; and
3. "Coverage shall not be suspended, voided, or cancelled by either party or
reduced in coverage or in limits except after 30 calendar days prior written
notice or 10 days prior written notice for cancellation for non-payment of
premium, by certified mail, return receipt requested, has been given to
Department."
Certificates of insurance shall be delivered to the Department upon execution of any
Agreement, or when approval is given by the Department to conduct any activity at
the Airport. Thereafter, Operator or Non -Commercial Lessee shall provide
certificates of insurance to the Department every 12 months. In addition, Operator
or Non -Commercial Lessee shall furnish a certificate of insurance if any change, for
example, changing underwriters, coverage, or amounts occurs.
The coverage and amounts stipulated herein for each activity represent the
minimum coverage and amounts that shall be maintained by Operator or non-
commercial lessee, at all times, to engage in activities at the Airport. Operator or
Non -Commercial Lessee is encouraged to secure higher amounts.
Operator or Non -Commercial Lessee shall, at its sole cost and expense, cause all
Improvements on the Leased Premises to be kept insured to the full insurable
replacement cost with no depreciation, or as required by the lease for the
improvements, against the perils of fire, lightning, wind, hail, tornado, extended
coverage, and/or vandalism. The proceeds of any such insurance paid on account
for any of the aforementioned perils shall be used to defray the cost of repairing,
restoring, or reconstructing Improvements to the condition and location existing prior
to the casualty causing the damage or destruction, unless a change in design or
location is approved, in writing, in advance, by the Department.
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GENERAL REQUIREMENTS
Operator or Non -Commercial Lessee with known environmental contamination
exposures shall be required to secure appropriate environmental liability insurance
with coverage amounts appropriate for the type and level of environmental
contamination exposure risk, as determined by the Department.
K. Indemnification and Hold Harmless
Each Entity shall defend, indemnify, save, protect, and hold harmless the City and
its representatives, officers, officials, employees, agents, and volunteers from and
against any and all actual or alleged claims, demands, damages, expenses, costs,
fees, including, but not limited to, attorney, accountant, paralegal, expert, and
escrow fees, fines, environmental costs, and/or penalties that may be imposed
upon, claimed against or incurred or suffered by the City in whole or in part, directly
or indirectly, arise from or are in any way connected with any of the following,
except to the extent resulting from the City's negligence or willful misconduct:
1. Any act, omission, or negligence of Entity or Entity's partners, officers,
Directors, agents, employees, invitees, or contractors;
2. Any use, occupation, management or control of the Leased Premises by
Entity, whether or not due to Entity's own act or omission;
3. Any condition created in or about the Leased Premises after the effective
date; and
4. Any breach, violation, or nonperformance of the Entity or the Entity's
obligations under any Agreement.
a. In the event a party indemnified hereunder is responsible, in part, for
the loss, the indemnitor shall not be relieved of the obligation to
indemnify; however, in such a case, liability shall be assessed in
accordance with State of Texas principles of comparative fault.
b. In the event of an environmental contaminating accident, to include
all leaks, spills, or other damage that may result through the
handling, storage, and/or dispensing of fuel, or an incident caused
by Operator or non-commercial lessee, its employees, its vendors,
its suppliers, its contractors, or any other Entity associated with any
Operator or Non -Commercial Lessee or any Entity violates any
environmental law, Operator, non-commercial lessee, or Entity shall
accept total responsibility and defend, indemnify, save, protect, and
hold harmless the City and its representatives, officers, officials,
employees, agents and volunteers.
Nothing herein shall constitute a waiver of any protection available to the City and
their representatives, officers, officials, employees, agents, and volunteers under
the State of Texas governmental immunity act or similar statutory provision.
L. Enforcement
In the event an Entity fails to comply with the Minimum Standards, the Department
shall send a written statement of violation to such Entity at its last known address.
The Entity shall have 30 calendar days from date of notice within which to provide a
response to the Department explaining why the violation occurred and to advise the
Department that the violation has been corrected. If the Entity fails to cure the
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violation within such time period, the Department shall have the right to suspend or
revoke the Entity's privileges at the Airport, as the Department deems necessary in
order to obtain a correction of the violation. In the event such violation is not
susceptible to cure within 30 calendar days, Entity shall have such additional time to
effect a cure, as determined by the Department. In addition, the Entity's record of
any such violation shall be considered any time the Entity submits an application,
seeks permission, or requests approval from the Department.
M. Multiple Activities
The Minimum Standards or requirements for combined activities shall not be:
1. Less than the highest standard
combined activities; or
2. Greater than the cumulative
combined activities.
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or requirement for each element within the
standards or requirements for all of the
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FIXED BASE OPERATOR (FBO)
A. Introduction
FIXED BASE OPERATOR (FBO)
These Minimum Standards shall not affect any existing Improvements constructed
prior to date of promulgation of these Minimum Standards.
An FBO can meet the requirements of Aircraft maintenance by arrangement with an
authorized Operator who meets the Minimum Standards for Aircraft Maintenance
Operator and operates at the Airport.
B. Scope of Activity
An FBO shall develop and maintain Standard Operating Procedures (SOP's) for
Aircraft fueling and ground handling to ensure compliance with standards set forth in
AC 00-34A current version, "Aircraft Ground Handling and Servicing". FBO's SOP's
shall include a training plan, fuel quality assurance procedures and associated
record keeping, and emergency response procedures to fuel spills and fires.
An FBO's SOP's shall be available to the Department upon request.
An FBO should include the following activities, products and services:
• Aviation fuels and lubricants
Ground services, support and
amenities
• Aircraft maintenance
• Aircraft storage or parking
(apron/tiedowns and/or
hangars)
• Aircraft marshalling (direct to
parking)
• Aircraft towing
• Oxygen services
• Nitrogen services
• Compressed air services
• Lavatory services
• Potable water service
• Aircraft ground power (direct
current)
• Baggage handling & related
services
• Concierge services
• Courtesy transportation
• Ground transportation
arrangements
• Accommodation arrangements
• Aircraft catering arrangements
• Aircraft cleaning/washing
service
Any Entity proposing to establish an FBO shall be required to meet the initial
minimum investment, as identified in the following table:
Establish an FBO
Minimum Investment
AFW FTW FWS
$15,000,000 $15,000,000 $3,000,000
• $15M initial investment or $10M minimum initial investment with an additional $5M within 5 years
after the initial Improvements.
• The amount paid for existing Improvements may be considered as a part of the initial minimum
investment requirement.
• Market value appraisal may be considered to determine the initial minimum investment.
• Improvements to existing infrastructure may be considered as a part of the initial minimum
investment requirements.
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FIXED BASE OPERATOR (FBO)
C. Leased Premises
FBO shall have adequate land and Improvements to accommodate all activities of
the FBO and all approved sublessees, including but not limited to:
Leased Premises (square feet) I
AFW
FTW
FWS
Ij FBO Main Terminal Apron I
75,000
I 75,000
60,000
Weight bearing capacity I
Group III
I Group III I
Group II
Terminal building (total) I
5,000
I 5,000 I
5,000
Customer/common area I
2,000
I 2,000 I
2,000
Hangar (transient Aircraft parking) I
20,000
20,000 I
20,000
Door height/width I
28'/120'
I 287120'
287120'
D. Fuel Storage and Equipment
An FBO shall develop, own, and/or lease a fuel storage facility and equipment at the
Airport in a location approved by the Department and consistent with the Master
Plan, Airport Layout Plan, and/or Land Use Plan. In no event shall the total storage
capacity be less than:
Fuel Storage and Equipment I AFW I FTW I FWS
Jet fuel
Storage - minimum total capacity (gallons) 20,000 I 20,000 12,000
Equipment — minimum capacity of a refueling vehicle I 51000 I 5,000 3,000
(gallons)
Avgas (Optional)
Storage - minimum total capacity (gallons) I 3000 I 3000 3000
Equipment — minimum capacity of a refueling vehicle I 750 I 750 750
(gallons)
• FBO shall have adequate and proper storage for waste fuel or test samples or the capability
to recycle same.
• Fuel storage facility must meet City fire code requirements.
• For each type fuel, a fixed self-service fueling system is optional.
An FBO must retain ownership and responsibility of all fuels delivered to the FBO's
storage facility under lease by the FBO and is responsible for the payment of all fuel
flowage fees owed with respect to the fuel delivered to its storage facilities.
An FBO shall have satisfactory arrangements made with a reputable aviation
petroleum supplier for the delivery of aviation fuels.
An FBO shall provide the Department with a written Spill Prevention, Control, and
Countermeasures (SPCC) Plan that meets regulatory measures for FBO's fuel
storage facilities and activities. Any time the SPCC is modified, the updated
documentation reflecting the changes shall be provided to the Department within
three business days of the change.
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FIXED BASE OPERATOR (FBO)
Fuel delivered, stored, or dispensed by FBO shall fully comply with the quality
specifications outlined in ASTM D 1655 (jet fuel) and/or ASTM D 1910 (avgas), as
applicable. Ensuring the quality of the fuel is the sole responsibility of FBO.
Each fuel storage facility, each refueling vehicle and all fueling equipment shall be
equipped and maintained to fully comply with applicable regulatory measures
including, but not limited to those prescribed by:
1. National Fire Protection Association (NFPA) codes;
2. U.S. Environmental Protection Act (EPA);
3. State of Texas;
4. Counties of Tarrant, Denton, and Johnson as applicable;
5. City;
6. 14 CFR Part 139, Airport Certification, Section 139.321 current version,
"Handling/Storing of Hazardous Substances and Materials"; and
7. Applicable current version ACs including AC 00-34 "Aircraft Ground
Handling and Servicing", AC 150/5210-5 "Painting, Marking and Lighting of
Vehicles Used on an Airport", and AC 150/5230-4A "Aircraft Fuel Storage,
Handling, and Dispensing on Airports".
Refueling vehicles shall be equipped with metering devices that meet applicable
regulatory measures. One refueling vehicle dispensing jet fuel shall have over -the -
wing and single point Aircraft servicing capability. All refueling vehicles shall be
bottom loaded.
For a fixed self-service fueling system, the location and capacity of the system shall
be approved by the Department. In addition, the system shall:
1. Be available and maintained by FBO for public commercial use;
2. Have adequate lighting and signage; and
3. Have detailed and readily accessible instructions for the proper and safe
operation of the system, emergency shut-off, properly rated fire
extinguisher, and fuel spill kit.
E. Fueling Reports
On or before the 15th calendar day of the subsequent month, each FBO shall:
1. Provide a summary report to the Department identifying the number of
gallons of aviation fuel delivered to the FBO's fuel storage facility by fuel
type;
2. Provide bill of ladings, as received from the fuel supplier for fuel delivered,
in support of the summary report; and
3. Pay the appropriate fees due to the Department as stipulated in the
Department's Schedule of Rates and Charges.
Upon request, records and meters shall be made available for review by the
Department or its designated representative.
F. Ground Support and Service Equipment
The following list of ground support and service equipment shall be provided by an
FBO or authorized Operator at the Airport:
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Oxygen cart
Nitrogen cart
Compressed air unit
Lavatory service cart
Potable water unit
Air stair unit
Ramp marshalling vehicle
Ramp transportation vehicle
Courtesy vehicle
Aircraft towing vehicles
Tow bars/heads
Aircraft ground power (DC)
Aircraft wash rack
Spill kit
Equipment for securing Aircraft on
the apron
Spill kits shall include the necessary equipment and materials to contain a fuel spill
and restrict fuel or other hazardous materials from flowing into drains and other
areas in compliance with the Operator's SPCC plan.
G. Hours of Activity
In addition to the general requirements (Section 3.1), the FBO shall make available
Aircraft fueling, parking, ground services, support, and amenities to meet
reasonable demands of customers during weekends, holidays and after hours.
H. Employees
An Operator shall employ the following minimum number of employees who shall be
available during required hours of activity. A Line Service Technician may fulfill the
responsibilities of the Customer Service Representative unless the Line Service
Technician is performing duties off the Leased Premises. An FBO shall have at
least one supervisory Line Service Technician trained in an FAA approved fire
safety program, as defined in 14 CFR Part 139.321 current version.
Employees
Line Service Technician
During hours of activity
After hours on -call response time
Customer Service Representative
During hours of activity
1. Aircraft Removal
AFw FTW I FWS
1 hour 1 hour 1 hour
Recognizing that Aircraft removal is the responsibility of the Aircraft owner/Operator,
an FBO should be prepared to lend assistance when a request is made by the
Department or the Aircraft owner/Operator in order to maintain the operational
readiness of the Airport.
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AIRCRAFT MAINTENANCE OPERATOR (SASO)
AIRCRAFT MAINTENANCE OPERATOR (SASO)
A. Introduction
These Minimum Standards shall not affect any existing Improvements constructed
prior to date of promulgation of these Minimum Standards.
B. Leased Premises
An Operator engaging in this activity shall have adequate Leased Premises, as
approved by the Department, to accommodate all activities of Operator. In addition,
all Improvements shall meet all applicable building and fire codes related to the
activities
C. Employees
An Operator shall employ the following minimum number of employees who shall be
available during the required hours of activity as follows:
Employees
A & P Mechanic
Customer Service Representative
AFw FTw FWS
1 1 1
1 1 1
• A second A & P Mechanic may fulfill the responsibilities of the customer service representative.
Aviation Minimum Standards
City of Fort Worth Aviation Department (July 22 2014)
17
FORT WORTH
�41*�
AVIATION
AVIONICS OR INSTRUMENT
MAINTENANCE OPERATOR (SASO)
AVIONICS OR INSTRUMENT MAINTENANCE OPERATOR (SASO)
A. Introduction
These Minimum Standards shall not affect any existing Improvements constructed
prior to date of promulgation of these Minimum Standards.
B. Leased Premises
An Operator engaging in this activity shall have adequate Leased Premises, as
approved by the Department, to accommodate all activities of Operator. In addition,
all Improvements shall meet all applicable building and fire codes related to the
activities
C. Licenses and Certifications
An Operator shall be properly certificated by the FAA as a Repair Station, as
defined by 14 CFR Part 145 current version.
D. Employees
Operator shall employ the following minimum number of employees who shall be
available during required hours of activity as follows:
Employees I AFW FTW FWS
Technician I 1 1 1
Customer Service Representative I 1 1 1
• A second Technician may fulfill the responsibilities of the Customer Service Representative.
E. Equipment
An Operator shall provide sufficient shop space, equipment, supplies, and
availability of parts as required for certification by the FAA as a Repair Station, as
stipulated in Operator's 14 CFR Part 145 current version Repair Station Manual.
Aviation Minimum Standards
City of Fort Worth Aviation Department (July 22, 2014)
18
FORT WORTH
AIRCRAFT RENTAL OR
AVIATION FLIGHT TRAINING OPERATOR (SASO)
AIRCRAFT RENTAL OR FLIGHT TRAINING OPERATOR (SASO)
A. Introduction
These Minimum Standards shall not affect any existing Improvements constructed
prior to date of promulgation of these Minimum Standards.
A person holding a current FAA certified flight instructor certificate, who provides
occasional flight training and does not make flight training available to the public,
shall not be deemed a commercial activity.
An Aircraft owner seeking initial or recurrent training in their own Aircraft may
compensate a flight instructor for instruction to the owner in their own Aircraft.
B. Leased Premises
An Operator engaging in this activity shall have adequate Leased Premises, as
approved by the Department, to accommodate all activities of Operator. In addition,
all Improvements shall meet all applicable building and fire codes related to the
activities
C. Employees
An Operator shall employ the following minimum number of employees who shall be
available during required hours of activity:
Employees
AFW
FTW
I FWS
Flight Training Operator
Flight Instructor
1
1
1
Certificated Ground School Instructor
1
1
1
Customer Service Representative
1
1
1
Aircraft Rental Operator
Flight Instructor(s)
1
1
1
Certificated Ground School Instructor
1
1
1
• A Flight Instructor or Certificated Ground School Instructor may fulfill the responsibilities of the
Customer Service Representative unless the employee is not available.
Aviation Minimum Standards 19
City of Fort Worth Aviation Department (July 22, 2014)
FORT WORTH
AVIATION
AIRCRAFT RENTAL OR
FLIGHT TRAINING OPERATOR (SASO)
D. Equipment
An Operator shall have the following number of properly certified and airworthy
Aircraft available for rental or use in flight training, as applicable. All Aircraft shall be
owned, leased, and/or operated by the Operator.
Equipment AFW FTW FWS
Aircraft Rental Operator Aircraft
Fixed wing: single -engine 2 2 2
Flight Training Operator Aircraft
Fixed wing: single -engine 2 2 1
Helicopter 1 1 1
• One Aircraft must be IFR capable unless Flight Training Operator is only providing sport pilot
training.
• If providing helicopter flight training, it is required to own, lease and/or operate a helicopter.
Flight Training Operators shall provide, at a minimum, adequate training aids
necessary to provide proper and effective ground school instruction, in accordance
with the Code of Federal Regulations Part 61 and or Part 141.
E. Hours of Activity
Operator shall be open and services shall be available to meet the reasonable
demands of customers for this activity as follows:
Hours of Activity AFW FTW FWS
Hours 8 hours per 8 hours per 8 hours per
day day day
Days per week 5 5 5
Holidays No No No
Prior Prior Prior
After hours arrangement arrangement arrangement
F. Insurance Disclosure Requirement
Any Operator conducting Aircraft rental or flight training shall post a notice and
incorporate within its rental and instruction Agreements, as well as providing a copy
of such notice to the Department, that:
1. Identifies the insurance coverages provided to the renter or student by
Operator;
2. Discusses when and how the insurance coverages apply;
3. Indicates where additional information can be obtained; and
4. Advises the renter or student that additional insurance coverage is
available.
Aviation Minimum Standards
City of Fort Worth Aviation Department (July 22, 2014)
20
FORT WORTH
AIRCRAFT CHARTER OR
AVIATION AIRCRAFT MANAGEMENT OPERATOR (SASO)
AIRCRAFT CHARTER OR AIRCRAFT MANAGEMENT OPERATOR (SASO)
A. Introduction
These Minimum Standards shall not affect any existing Improvements constructed
prior to date of promulgation of these Minimum Standards.
B. Leased Premises
An Operator engaging in this activity shall have adequate Leased Premises, as
approved by the Department, to accommodate all activities of Operator. In addition,
all Improvements shall meet all applicable building and fire codes related to the
activities
C. Licenses and Certifications
An Operator shall have all appropriate certifications, licenses, permits, insurance
and approvals.
D. Employees
An Operator shall employ the following minimum number of employees who shall be
available during required hours of activity:
Employees AFW FTW FWS
Commercial Pilot 1 1 1 1
Customer Service Representative 1 1 1
• A Pilot may fulfill the responsibilities of the Customer Service Representative unless the Pilot is
not available.
An Operator shall employ one Customer Service Representative as an employee
who shall be available during hours of activity. If an Aircraft Management Operator
is providing pilot services, the Aircraft Management Operator shall employ at least
one Commercial Pilot as an employee who shall be available as needed.
E. Equipment
An Operator shall provide at least one certified and continuously airworthy Aircraft,
either owned, leased, or operated by the Operator, for the type of Aircraft charter
service being provided that shall be equipped for and fully capable of flight under
instrument conditions.
F. Hours of Activity
An Operator shall be open and services shall be available to meet the reasonable
demands of customers for this activity.
An Operator's initial response to a prospective customer's inquiry shall not exceed
one hour.
Aviation Minimum Standards 21
City of Fort Worth Aviation Department (July 22, 2014)
FORT WORTH
AVIATION
AIRCRAFT SALES OPERATOR (SASO)
A. Introduction
AIRCRAFT SALES OPERATOR (SASO)
These Minimum Standards shall not affect any existing Improvements constructed
prior to date of promulgation of these Minimum Standards.
B. Leased Premises
An Operator engaging in this activity shall have adequate Leased Premises, as
approved by the Department, to accommodate all activities of the Operator. In
addition, all Improvements shall meet all applicable building and fire codes related
to the activities
C. Dealership
An Operator, who is an authorized factory sales franchise, dealer, or distributor
either on a retail or wholesale basis, shall have available or shall make available
with reasonable advance notice at least one current model demonstrator of Aircraft
in each of its currently authorized product lines.
D. Licenses and Certifications
Employees shall be properly certificated by the FAA, current, and hold the
appropriate ratings and medical certification for providing flight demonstration in all
Aircraft offered for sale.
E. Hours of Activity
An Operator shall be open and services shall be available to meet reasonable
demands of customers for this activity. The Operator shall have a Customer Service
Representative (CSR) available or utilize another on -site Entity's CSR.
Aviation Minimum Standards
City of Fort Worth Aviation Department (July 22, 2014)
22
FORT WORTH
�11*1�
AVIATION
AIRCRAFT STORAGE OPERATOR (SASO)
A. Introduction
AIRCRAFT STORAGE OPERATOR (SASO)
These Minimum Standards shall not affect any existing Improvements constructed
prior to date of promulgation of these Minimum Standards.
B. Leased Premises
An Operator engaging in this activity shall have adequate Leased Premises, as
approved by the Department, to accommodate all activities of the Operator. In
addition, all Improvements shall meet all applicable building and fire codes related
to the activities.
C. Hours of Activity
An Operator shall ensure the facilities are readily accessible for use 24 hours a day,
7 days a week including holidays.
Aviation Minimum Standards 23
City of Fort Worth Aviation Department (July 22, 2014)"
FORT WORTH
AVIATION
AVIATION SERVICE SOLE PROPRIETOR
A. Introduction
AVIATION SERVICE SOLE PROPRIETOR
These Minimum Standards shall not affect any existing Improvements constructed
prior to date of promulgation of these Minimum Standards.
In recognition of the nature in which certain services are currently being provided to
general aviation customers at the Airports, the City has established a special
Operator category through which certain services can be provided to the
owners/Operators of piston powered Aircraft.
An Aviation Service Sole Proprietor is a Commercial Operator engaging in one of
the following services:
1. Aircraft Maintenance/Avionics Maintenance — providing Aircraft
maintenance, parts, accessories, and related components, as defined in 14
CFR Part 43; providing maintenance or alteration of Aircraft radios,
electrical systems or instruments as defined in 14 CFR Part 43, Appendix
A for piston powered Aircraft other than those owned, leased and/or
operated by the Operator on the Airport;
2. Flight Training/Aircraft Rental — providing flight instruction and/or Aircraft
rental to the public at the Airport; or
3. A person holding a current FAA certified flight instructor certificate, who
provides occasional flight training and does not make flight training
available to the public, shall not be deemed a commercial activity.
An Aircraft owner seeking initial or recurrent training in their own Aircraft may
compensate a flight instructor for instruction to the owner in their own Aircraft.
B. Leased Premises
An Operator engaging in this activity shall have adequate Leased Premises, as
approved by the Department, to accommodate all activities of the Operator. In
addition, all Improvements shall meet all applicable building and fire codes related to
the activities.
C. Employees
An Operator may not employ any other persons other than himself/herself on a full-
time basis. The Operator shall be properly trained, certified, and current for the work
being performed in accordance with requirements of the FAA and/or other regulatory
bodies. Temporary part-time help or Temporary Specialized Aviation Service
Operators shall not be considered as full-time employees.
If, at any time, the Operator employs or provides compensation on a full time basis to
any other person, other than the sole proprietor, the Operator will be required to meet
the Minimum Standards for the services being provided.
D. Equipment
Aircraft Maintenance/Avionics Maintenance — the Operator shall have all reasonably
necessary equipment for the proper performance of services being provided in
accordance with the manufacturer's specifications and applicable FAA regulations.
Aviation Minimum Standards
City of Fort Worth Aviation Department (July 22, 2014)
24
FORT WORTH
AVIATION
AVIATION SERVICE SOLE PROPRIETOR
Flight Training/Aircraft Rental — the Operator shall have at least one properly
certified and airworthy Aircraft available for the services offered. All Aircraft shall be
owned, leased, and/or operated by the Operator.
Flight Training — Operators shall provide, at a minimum, adequate training aids
necessary to provide proper and effective ground school instruction.
E. Hours of Activity
An Operator shall be open and services shall be available to meet the reasonable
demands of customers for this activity.
F. Insurance Disclosure
An Operator conducting Aircraft flight training or Aircraft rental shall post a notice
and incorporate within its rental and instruction Agreements, and provide a copy of
such notice to the Department, that:
1. Identifies the insurance coverages provided to the renter or student by the
Operator;
2. Discusses when and how the insurance coverages apply;
3. Indicates where additional information can be obtained; and
4. Advises the renter or student that additional insurance coverage is
available.
Aviation Minimum Standards 25
City of Fort Worth Aviation Department (July 22, 2014)
FORT WORTH
OTHER COMMERCIAL AERONAUTICAL ACTIVITIES (SASO)
AVIATION
OTHER COMMERCIAL AERONAUTICAL ACTIVITIES (SASO)
A. Introduction
This section pertains to other commercial SASOs engaging in Limited Aircraft
Services and Support activities, Miscellaneous Commercial Services and Support
activities, or air transportation services for hire activities, as follows:
1. Limited Aircraft Services and Support;
2. Miscellaneous Commercial Services and Support;
3. Other Air Transportation Services for Hire; and
4. Non -Profit Organizations.
These Minimum Standards shall not affect any existing Improvements constructed
prior to date of promulgation of these Minimum Standards.
B. Leased Premises
An Operator engaging in this activity shall have adequate Leased Premises, as
approved by the Department, to accommodate all activities of the Operator. In
addition, all Improvements shall meet all applicable building and fire codes related to
the activities
C. Employees
An Operator shall provide a sufficient number of employees to carry out activity in a
safe, secure, efficient, prompt, courteous, and professional manner while also
meeting the reasonable demands of customers for the activity.
D. Equipment
An Operator shall have, based at the Airport, sufficient vehicles, equipment, and, if
appropriate, one certified and continuously airworthy Aircraft either owned, leased, or
operated by the Operator.
An Operator shall have sufficient materials and/or supplies available to support the
activity.
E. Hours of Activity
An Operator shall be open and services shall be available during the hours
maintained by qualified and experienced entities providing comparable services
and/or engaging in similar activities at comparable airports in like markets.
An Operator's services shall be available to meet the reasonable demands of
customers for the activity.
Aviation Minimum Standards
City of Fort Worth Aviation Department (July22, 2014)
26
SELF FUELING
A. Introduction
Non-commercial entities engaging in self -fueling shall also be required to fully comply with
applicable regulatory measures and submit an application for a Self -Fueling Permit.
B. Permit/Approval
No Entity shall engage in self -fueling unless a valid Aviation Self -Fueling Permit authorizing such
activity has been obtained from the Department. Such Entities shall herein be referred to as self -
fueling Permittees.
The Aviation Self -Fueling Permit shall not reduce or limit self -fueling Permittee's obligations with
respect to these self -fueling standards.
Prior to issuance, a self -fueling Permittee shall provide evidence of ownership any Aircraft being
fueled by self -fueling Permittee.
C. Fueling Reports
On or before the 15th calendar day of the subsequent month, a self -fueling Permittee shall:
1. Provide a summary report to the Department identifying the number of gallons of aviation
fuel delivered to fuel storage facility by fuel type;
2. Provide bill of ladings, as received from the fuel supplier for fuel delivered, in support of the
summary report; and
3. Pay the appropriate fees due to the Department as stipulated in the Department's Schedule
of Rates and Charges.
Upon request, records and meters shall be made available for review by the Department, or its
designated representative. In the case of a discrepancy between the amount of fuel reported to be
delivered to the self -fueling Permittee and the amount of fuel reported by the self -fueling Permittee,
the greater amount shall prevail and the self -fueling Permittee shall promptly pay all additional fees
due the Department. The Department has the right to terminate the self -fueling permit if any
violations in reporting are found.
D. Fuel Storage and Equipment
A self -fueling Permittee shall demonstrate that satisfactory arrangements have been made for the
storage of fuel through self -fueling Permittee's fuel storage facility and/or equipment located in a
designated fuel storage area specified and approved by the Department and agencies having
jurisdiction. Fuel storage tanks shall be for the exclusive use of the self -fueling Permittee only
4 , i
Entities authorized by the
Department shall lease land and construct or install an above ground fuel storage tank in the
designated fuel storage area. In no event shall the total storage capacity be less than the following,
for the fuel type utilized, as specified on the self -fueling permit:
Fuel Storage and Equipment I
AFW
FTW
I FWS
I
Jet fuel
Storage - minimum total capacity (gallons)
10,000
10,000
10,000
Equipment — minimum capacity of a refueling vehicle
21000
2,000
2,000
(gallons)
Avgas
Storage or Equipment - minimum capacity (gallons)
750
I 750
I 750 1
• Refueling vehicles shall be for the exclusive use of the self -fueling Permittee only.
• Refueling vehicles are not permitted to leave the Airport for the purpose of obtaining fuel
• For each type fuel utilized, a fixed self-service fueling system is optional.
Documentation shall be available at the fuel storage facilities that identify the FAA N-number(s) of
the Aircraft permitted to be self -fueled under the Aviation Self -Fueling Permit.
A self -fueling Permittee shall be liable and shall defend, indemnify, save, protect, and hold harmless
the Department for all leaks, spills, or other damage that may result through the handling, storage,
and dispensing of fuel.
Fuel delivered/dispensed by a self -fueling Permittee shall fully comply with quality specifications
outlined in ASTM D1655 (Jet fuel) and/or ASTM D 1910 (Avgas), as applicable. Ensuring the quality
of the fuel is the sole responsibility of the self -fueling Permittee.
Lettering, no less than six inches in height, shall be on the side of the refueling vehicle that identifies
the FAA N-number(s) of the Aircraft permitted to be self -fueled under the Aviation Self -Fueling
Permit.
Refueling vehicles and all fueling equipment shall be equipped and maintained to fully comply with
applicable regulatory measures but not limited to those prescribed in Section 4.F. of these Minimum
Standards.
A self -fueling Permittee shall have satisfactory arrangements made with a reputable aviation
petroleum supplier for the delivery of aviation fuels.
Prior to engaging in self -fueling, that includes transporting fuel onto the Airport, a self -fueling
Permittee shall provide the Department with a written SPCC plan that meets applicable regulatory
measures for fuel storage facilities and the self -fueling Permittee's activities. An updated copy of the
SPCC plan shall be filed with the Department at least 30 calendar days prior to any planned change
in operations.
A self -fueling Permittee shall develop and maintain SOP's for fueling and shall ensure compliance
with standards set forth in AC 00-34A, "Aircraft Ground Handling and Servicing". A self -fueling
Permittee's SOP's shall include a training plan, fuel quality assurance procedures and associated
record keeping, and emergency response procedures to fuel spills and fires.
E. Compliance with Environmental Laws
Fuel storage and/or the fixed fueling station and all fueling equipment shall comply with all applicable
federal, state and local environmental laws, rules and regulations. A self -fueling Permittee shall
notify the Department immediately upon the occurrence of any violation of the environmental laws or
any event that may affect the environmental condition of the fuel storage facility and/or the fueling
station and all fueling equipment.
F. Remediation and Insurance Requirements
A self -fueling Permittee shall be fully responsible for the violation of any environmental laws caused,
in whole or in part, by self -fueling Permittee, its officers, agents, servants, employees, contractors,
subcontractors, or invitees, whether such violation occurs during the current permit period, or during
a previous period in which the self -fueling Permittee operated the fuel storage facility and/or the
fueling station and all fueling equipment.
As assurance to the Department that the self -fueling Permittee is reasonably able to comply with the
requirements of this Section 17, the self -fueling Permittee shall procure and maintain an
Environmental Impairment Liability Insurance Policy that provides coverage, per occurrence, for any
incidents involving the fuel storage facility and/or the fueling station and all fueling equipment, in
accordance with the Department's Minimum Insurance Requirements.
G. Personnel
With regard to safety procedures, self -fueling Permittee's fuel dispensing employees shall be
properly trained in an FAA approved fire safety program, as defined in 14 CFR Part 139.321 current
version.
H. Permit Revocation
A self -fueling Permittee shall not sell and/or dispense fuels to based Aircraft or transient Aircraft that
are not owned or leased, and operated by the self -fueling Permittee. Any such selling or dispensing
shall be grounds for immediate revocation of the self -fueling permit by the Department.
4 t r
Exhibit C
Form of Monthly Landing Report
Exhibit C
Aircraft Landing Report and Cargo Pounds Reporting
Date:
Airport: AFW
Company Name:
For the month of:
AIRCRAFT
LANDING FEE
Fleet Weight Landings Total Weight
Type
Landing Rate
Total
Weight
$ 1.90
$ -
-
Weight
$ 1.90
$ -
_
Weight
$ 1.90
$ -
_
Weight
$ 1.90
$ -
_
Weight
$ 1.90
$ -
_
Weight
$ 1.90
$ -
-
Weight
$ 1.90
$ -
_
Weight
$ 1.90
$ -
_
Weight
$ 1.90
$ -
-
Weight
$ 1.90
$ -
0
$
TOTAL-AFW
IITOTAL LANDING FEES DUE TO AFW $
Cargo Pounds Report Month of:
Airport
Pounds Tvoe
Cargo
AFW
Domestic
Enplaned
AFW
International
Enplaned
AFW
Domestic
Deplaned
AFW
International
Deplaned
""REPORT TO BE SUBMITTED TO AFW BY THE THIRD BUSINESS DAY OF
THE MONTH FOLLOWING REPORTED ACTIVITY.
2
Approved
Name
Company Name
Title
Notice: The information contained in this report has been attested for accuracy
by"Company Nam, and may be used for FAA cargo entitlement fund application.
Exhibit D —Affiliate Operating Agreement
Exhibit D
FORT WORTH ALLIANCE AIRPORT
FORM OF AFFILIATE OPERATING AGREEMENT
ARTICLE 1- SCOPE OF AGREEMENT
This Agreement between the City of Fort Worth (the "City") and (the
"Affiliate") grants to the Affiliate certain rights to use facilities to conduct its air transportation
business as an Affiliate of [SIGNATORY AIRLINE] (the "Signatory Airline") at Fort Worth
Alliance Airport (the "Airport"). The Cargo Carrier Operating Agreement between the City and
the Signatory Airline, effective as of April 1, 2021 (the "Cargo Agreement"), gives the Signatory
Airline the opportunity to designate an Affiliate if certain conditions are met. The intent of this
Agreement is to adopt by reference various specified provisions of the Cargo Agreement, and
make them applicable to the Affiliate. In consideration of these benefits, the Affiliate agrees to
abide by all of the terms and conditions of this Agreement.
ARTICLE 2 - DEFINITIONS
All capitalized terms used in this Agreement, if not defined within this Agreement, shall
have the meanings specified in Article 1 of the Cargo Agreement.
ARTICLE 3 - TERM OF AGREEMENT
3.01 Effective Date. This Agreement shall take effect as of the date specified in Section
5.1.1 of the Cargo Agreement as the effective date of the Signatory Airline's designation of the
Affiliate, which designation and effective date shall be provided to the City in the form attached
as Exhibit 1 and made a part hereof.
3.02 Termination Date. This Agreement shall terminate as of the earliest of (a) the
expiration or earlier termination date of the Cargo Agreement; (b) the termination date of this
Agreement as provided in Article 11 below; or (c) the effective date of the Signatory Airline's
3
1
s �
Exhibit D —Affiliate Operating Agreement
termination of the Affiliate's status as an Affiliate of the Signatory Airline in accordance with
Section 5.3 of the Cargo Agreement which termination and effective date shall be provided to the
City in the form attached as Exhibit 2 and made a part hereof.
ARTICLE 4 - USE OF THE AIRPORT
For the operation of the Affiliate's Air Transportation Business as an Affiliate of the
Signatory Airline, the Affiliate shall have the same rights as the Signatory Airline under Articles
2 and 3 of the Cargo Agreement and shall be subject to the same exclusions and conditions
applicable to the Signatory Airline thereunder.
ARTICLE 5 - FEES AND CHARGES
The Landing Fees and other fees charges due to the City for the Affiliate's use of the
Airport facilities as an Affiliate of the Signatory Airline shall be calculated and paid in accordance
with Article 4 of the Cargo Agreement. Airline is subject to the same terms as the Signatory
Airline regarding Section 4.5 of the Cargo Agreement. The Security Deposit requirements of
Section 4.6 shall not apply to the Affiliate.
ARTICLE 6 — AFFILIATE REPORTING AND PAYMENT OBLIGATIONS
The Affiliate shall comply with and remain subject to Article 5 of the Cargo Agreement,
and to remain, with the Signatory Airline, jointly and severally liable to the City for payment of
all Airline Rents, Fees and Charges and for submission of all activity reports that are due to the
City for the Affiliate's use of any Airport facilities as an Affiliate of the Signatory Airline.
If the Affiliate executes and delivers to the City a cargo carrier agreement in substantially
the same form as the Cargo Agreement, and thus itself becomes a "Signatory Airline," the
Affiliate shall immediately terminate its status as an Affiliate of the Signatory Airline in writing
to the City; provided, however, that unless otherwise agreed to in writing by the Signatory
0
Exhibit D —Affiliate Operating Agreement
Airline and the City, the Affiliate shall remain responsible to the Signatory Airline and the City
for all payment and other obligations that survive termination of this Agreement.
ARTICLE 7 — INDEMNIFICATION AND INSURANCE
7.1 Indemnification Obligations. The Affiliate shall be subject to and bound by the
same obligation to indemnify each Indemnified Party as provided in Section 6.1 of the Cargo
Agreement.
7.2 Insurance Obligations. The Affiliate shall be subject to and bound by the insurance
obligations set forth in Section 6.2 of the Cargo Agreement.
ARTICLE 8 — COMPLIANCE WITH LAWS
The Affiliate shall be subject to and bound by Article 7 of the Cargo Agreement.
ARTICLE 9 — CIVIL RIGHTS AND AFFIRMATIVE ACTION
The Affiliate shall be subject to and bound by Article 8 of the Cargo Agreement.
ARTICLE 10 —NO LEASE
This Agreement does not constitute a lease between the Affiliate and the City with respect
to any premises, facilities, services, equipment, or otherwise at the Airport.
ARTICLE I I— DEFAULT AND TERMINATION
21.01 Default. The occurrence of any event described in Section 9.1 of the Cargo
Agreement involving the Signatory Airline or the Affiliate shall be considered an event of default
by the Affiliate.
21.02 Remedies. If the Affiliate shall be in default under this Agreement, the City shall
have the right to terminate this Agreement under Section 9.2.1(a) of the Cargo Agreement.
ARTICLE 12 - ENVIRONMENTAL
F
Exhibit D — Affiliate Operating Agreement
12.1 Environmental Compliance. The Affiliate shall be subject to and bound by Sections
11.1 through 11.6 and Sections 11.8 through 11.11 of the Cargo Agreement.
12.2 Environmental Indemnity. The Affiliate shall be subject to and bound by the same
obligation to indemnify the City as provided in Section 11.7 of the Cargo Agreement.
ARTICLE 13 — ASSIGNMENT
Airline shall not, directly or indirectly, assign, sell, hypothecate or otherwise transfer this
Agreement.
ARTICLE 14 - MISCELLANEOUS PROVISIONS,
The Affiliate shall be subject to and bound by the provisions of Article 13 or the Cargo
Agreement.
ARTICLE 15 - NOTICES
Except as specifically provided elsewhere in this Agreement, any notice given under this
Agreement shall be in writing and shall be delivered personally or sent by certified or registered
mail, postage prepaid:
To City:
To Affiliate:
Exhibit D —Affiliate Operating Agreement
or to such other respective addresses as the parties may designate to each other in writing from
time to time. Notice by certified or registered mail shall be deemed given three (3) days after the
date that such notice is deposited in a United States Post Office.
[The remainder of this page is intentionally left blank.]
IN WITNESS WHEREOF, the parties intending to be legally bound have executed this
Agreement this day of 20
CITY OF FORT WORTH [AFFILIATE]
Name:
Title: Name:
Title:
7
r r r
Exhibit D — Affiliate Operating Agreement
Exhibit B to Affiliate Operating Agreement
NOTICE OF TERMINATION OF AFFILIATE STATUS
[AIRLINE] (the "Airline"), a Signatory Airline under the Cargo Agreement (the "Cargo
Agreement") with the City of Fort Worth (the "City"), effective as of , hereby
notifies the City that the Airline is terminating its designation of [AFFILIATE] (the "Affiliate")
as its Affiliate at Fort Worth Alliance Airport in accordance with and subject to Section 5.3 of the
Cargo Agreement.
This termination of the Affiliate's status as an Affiliate of the Airline is effective as of
[DATE, NOT LESS THAN 30 DAYS FROM THE DATE OF THIS NOTICE].
[AIRLINE]
By:
Name
Title:
Date:
2
, Airline's authorized representative
Exhibit A to Affiliate Operating Agreement
DESIGNATION OF AFFILIATE
[AIRLINE] (the "Airline"), a Signatory Airline under the Cargo Agreement (the "Cargo
Agreement") with the City of Fort Worth (the "City"), effective as of , hereby
designates [AFFILIATE] (the "Affiliate") as its Affiliate at Fort Worth Alliance Airport (the
"Airport") in accordance with and subject to Article 5 of the Cargo Agreement.
1. This designation is effective as of , 20 .
2. (a) Airline hereby represents to the City that the Affiliate [check at least one]:
❑ a parent or subsidiary of Airline or under the same parental control as Airline, or
❑ otherwise operates under essentially the same trade name as Airline at the Airport
and uses essentially the same livery as Airline, or
❑ operates cargo feeder flights at the Airport under the direction and control of
Airline.
3. The Affiliate has executed and delivered to the City an Affiliate Operating Agreement as
required by Section 5.1.1 of the Cargo Agreement.
4. The Airline hereby confirms and agrees that the Airline will pay to the City all Airline
Rents, Fees and Charges and other charges due to the City for the Affiliate's use of the Airport
facilities as an Affiliate of the Airline, and will submit to the City the activity reports required by
Section 4.4 of the Cargo Agreement and due to the City for the Affiliate's use of the Airport
facilities as an Affiliate of the Airline.
5. The Airline confirms and agrees that it shall remain, with the Affiliate, jointly and severally
liable to the City for the payment of all Landing Fees and other fees charges and the submission
of all activity reports due to the City for the Affiliate's use of any Airport facilities as an Affiliate
of the Airline.
[AIRLINE]
By: , Airline's authorized representative
Name
Title:
Date: