Loading...
HomeMy WebLinkAboutContract 46214 CITY SECRETARY � CONTRACT NO. AGREEMENT TO TRANSFER AIR PERMITS ALLIANCE MAINTENANCE BASE This Agreement to Transfer Air Permits ("Agreement") is entered into by and between the City of Fort Worth, a home-rule municipality located within Tarrant, Parker, Denton, and Wise Counties, Texas, ("City") acting through Fernando Costa, its duly authorized Assistant City Manager, and American Airlines, Inc. ("American"), acting through Thomas Rock, its duly authorized Director of Facilities. In consideration of the mutual promises and benefits of this Contract, the City and American (individually a "Party" and collectively "the Parties") agree as follows: 1. PURPOSE The Parties wish to facilitate the transfer by the Texas Commission on Environmental Quality (TCEQ) of the air permits for the Alliance Maintenance Base, located at 2000 Eagle Parkway, Fort Worth, Texas, from American to the City. With respect to the Title V Permit identified herein, this agreement is intended to satisfy the "written agreement" requirement of 30 TAC 122.211(4), which provides that a change to a permit may qualify as an administrative permit revision if it changes the permit identification of ownership or operational control of a site where the executive director determines that no other change in the permit is necessary, provided that a written agreement containing a specific date for transfer of permit responsibility, coverage and liability between the old and new permit holder is maintained with the permit. 2. COVERAGE AND PERMITS TO BE TRANSFERRED The following permits (the "Permits"), issued by TCEQ, are intended to be transferred from American to the City, with responsibility for compliance with the Permits transferred from American to the City as of the effective date specified in Section 3 hereof: Permit Number 20131 — NSR Permit m Permit Number 01463 — Title V Permit c Permit Number 94900 — Surface Coating authorized by Permit-By-Rule §106.433 m m - o F. C'�9J6 l`��;lg l( Agreement to Transfer Air Permits -Alliance Maintenance Base Page 1 of 6 3. EFFECTIVE DATE The effective date of transfer of Permit responsibility, coverage and liability, including compliance, for the Title V Permit, the NSR Permit, and Permit by Rule No. 94900 and any other Permit by Rule from American to the City will be February 1, 2015 (the "Transfer Date"). 4. REPRESENTATIONS AND RESPONSIBILITIES The City represents that it shall be responsible for applying to TCEQ for the transfer of the NSR, Permit by Rule, and Title V Permits from American to the City, and shall make such applications as soon as possible. In such applications, the City shall also notify TCEQ of the Permit-By-Rule No. 94900 which is in effect. Unregistered authorizations or PBRs (if any) are identified in the Title V Permit. American represents that the permitted site will be in compliance with the Permits as of the Transfer Date. The deviation reporting period and the compliance certification period will end (for American) on the day before the Transfer Date and will begin (for the City) on the Transfer Date. American agrees to i) timely submit any applicable deviation reports (and if none, shall indicate so to the City in writing) and ii) submit a permit compliance certification to the TCEQ, after the Transfer Date, that will address the period of time up to the Transfer Date. The Responsible Official for the permitted site shall be a duly authorized person with American until the day before the Transfer Date, after which the Responsible Official shall be a duly authorized person with the City. The City will timely provide the TCEQ all required information about the City's Responsible Official. 5. LIABILITY American will be responsible for compliance with Permit conditions and all applicable laws related to the permitted site and facilities thereon until the day before the Transfer Date. Any liabilities related to events or omissions which occur prior to the Transfer Date are the responsibility of American, including any and all related enforcement matters that Agreement to Transfer Air Permits -Alliance Maintenance Base Page 2 of 6 have not been resolved with TCEQ as of the Transfer Date. American understands and agrees that the City does not assume liability for acts, omissions, events, or conditions caused by American, its subsidiaries, employees, contractors, officers, or agents, or for any acts, omissions, events, or conditions which occurred prior to the Transfer Date, even if such acts, omissions, events or conditions are discovered after the Transfer Date. Subject to the preceding paragraph, the City will be responsible for compliance with Permit conditions and all applicable laws related to the site and facilities on and after the Transfer Date. Any liabilities related to events or omissions which occur on and after the Transfer Date are the responsibility of the City. The City understands and agrees that the American does not assume liability for acts, omissions, events, or conditions caused by the City, its employees, contractors, officers, or agents, or for any acts, omissions, events, or conditions which occurred on and after the Transfer Date. 6. LIMITATIONS The Parties acknowledge and reaffirm the validity of the prior environmental indemnification provided by American to the City and Alliance Airport Authority, Inc. in that certain Agreement on Rejection and Related Matters made as of July 2, 2014 by and between American, the City and Alliance Airport Authority, Inc., and agree that this Agreement does not place any limitation on that prior agreement or its enforceability. 7. GOVERNING LAW The City and American agree that the validity and construction of this Agreement shall be governed by the laws of the State of Texas, except where preempted by federal law. 8. SEVERABILITY The provisions of this Agreement are severable; and if for any reason any one or more of the provisions contained herein are held to be invalid, illegal or unenforceable in any respect, the invalidity, illegality or unenforceability shall not affect any other provision of this Agreement, and this contract shall remain in effect and be construed as if the invalid, illegal or unenforceable provision had never been contained in the Agreement. 9. RIGHTS AND REMEDIES NOT WAIVED Any waiver by either Party of any provision or condition of the Agreement shall not be construed or decreed to be a waiver of any other provision or condition of this Agreement, nor a waiver of a subsequent breach of the same provision or condition, unless such waiver be expressed in writing by the Party to be bound. Agreement to Transfer Air Permits -Alliance Maintenance Base Page 3 of 6 10. JURISDICTION AND VENUE If any action arises on the basis of any provision of this Agreement, venue for such action will lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. 11. NOTICES Any notices, bills, invoices or reports required by this contract shall be sufficient if sent by the Parties in the United States mail, postage paid, to the address noted below: If to the City: City of Fort Worth Transportation and Public Works Department Attn: Michael Gange, Assistant Director 1000 Throckmorton Street Fort Worth, TX 76102 with a copy to: City Attorney City of Fort Worth 1000 Throckmorton Street Fort Worth, TX 76102 If to American: American Airlines, Inc. Attn: Thomas Rock, Director Facilities 2901 E. 28th Street DFW Airport, TX 75261 with a copy to: American Airlines, Inc. Legal Department Attn: James Johnson, Sr. Attorney 4333 Amon Carter Blvd., MD 5675 Fort Worth, TX 76155 12. NO THIRD-PARTY BENEFICIARIES This Agreement shall inure only to the benefit of the Parties hereto and third persons not privy hereto shall not, in any form or manner, be considered a third party beneficiary of this Agreement, except that the TCEQ may rely on this agreement for the purposes of meeting the requirements of 30 TAC 122.211(4). Agreement to Transfer Air Permits -Alliance Maintenance Base Page 4 of 6 13. CONTRACT CONSTRUCTION Each Party and its legal counsel have reviewed and revised this Agreement and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting Party must not be employed in the interpretation of this Agreement or any amendments or exhibits hereto. The headings contained herein are for the convenience in reference and are not intended to define or limit the scope of any provision of this Agreement. 14. AUTHORITY AND EXECUTION By signing this Agreement, the Parties warrant that they have had the opportunity 1) to examine this Agreement in its entirety, 2) to have their legal counsel examine and explain the content, terms, requirements, and benefits of this Agreement, and 3) to negotiate the terms of this Agreement within the bounds of applicable law. The signatories to this Agreement each represent that they have authority to enter into a binding agreement on behalf of the Party for which they are signing. CITY OF FORT WORTH: AMERICAN AIRLINES, INC. Fernando Costa - Thomas R. Rock Assistant City Manager Director Facilities –Technical Operations );t z2y—,)!� Date W�hhe­s s RECOMMENDED: ichael . Gan , Asst. Director TPW– onmentalFI~6€��cL ��OR® ,r��! Agreement to Transfer Air Permits - Alliance Maintenance Base Page 5 of 6 INTERNALLY APPROVED AS TO FORM AND LEGALITY (FOR CITY USE ONLY): Arthur N. Bashor Assistant City Attorney ATTEST: � o� % Ma ''y aysed �$ City Secretary °°000ao6�° i FC OFFICUAL RE�CORD 7 39�C�RETARY X �ft9ORTI 9 Tx Agreement to Transfer Air Permits - Alliance Maintenance Base Page 6 of 6