ST9905-AG040608T H E . C I T Y - O F DEPT: Engineering Department
AGENDA REQUEST FORM COPPELL DATE: June 8, 2004
- 4
F k s $ q ITEM #: 7/C
ITEM CAPTION:
Consider approval of a license agreement between the City of Coppell and Dallas Fort Worth International Airport
concerning the reconstruction and widening of Bethel Road adjacent to property owned by DFW Airport; and
authorizing the City Manager to sign.
APPROVED BY
CITY COUNCIL
• ON ABOVE DATE
GOAL(S): 0
Motion to Approve
M - Suhy
S - Brancheau
Vote - 6 -0
York Absent
EXECUTIVE SUMMARY:
Approval of the license agreement with DFW Airport will allow the widening of Bethel Road from the Royal Lane
intersection westward approximately 1600 feet adjacent to property owned by DFW Airport.
Staff will be available to answer any questions at the Council meeting.
FINANCIAL COMMENTS:
Agenda Request Form - Revised 02/04 Document Name: #LicAgmtDFW -tAG
MEMORANDUM
FROM THE
DEPARTMENT OF ENGINEERING
To: Mayor and City Council
From: Kenneth M. Griffin, P.E., Director of Engineering /Public Works
Date: June 8, 2004
RE: Consider approval of a license agreement between the City of Coppell and
Dallas Fort Worth International Airport concerning the reconstruction and
widening of Bethel Road adjacent to property owned by DFW Airport; and
authorizing the City Manager to sign.
On February 13, 2001, City Council awarded a design contract to TranSystems Corporation for
the design of West Bethel Road from Freeport Parkway to the west city limits of the City of
Coppell. Since that time, the design consultant has been working on the design, including the
need for right -of -way associated with the widening of Bethel Road from its current two -lane
asphalt roadway to a future four -lane divided boulevard. One area where right -of -way is needed
for the widening of the roadway is on the south side of Bethel Road from the Royal Lane
intersection westward approximately 1600 feet adjacent to property owned by DFW Airport.
On March 26, 2004, DFW Airport provided a license agreement to the City of Coppell that would
allow for the construction of Bethel Road on property owned by DFW Airport. That agreement
was processed to our City Attorney, Bob Hager for his review. Mr. Hager offered several
comments concerning the proposed license agreement.
On May 7, 2004, I met with representatives of DFW Airport concerning requested changes to the
license agreement. On May 12, 2004, DFW Airport provided a revised license agreement
addressing the city's concerns.
The changes requested and made are as follows:
1) Page 1, paragraph 3 requested that the street be renamed from Bass Pro Blvd. to Bethel Rd.
2) Page 2, paragraph 7 requested clarification that if DFW Airport chose to connect to the water
and sewer facilities they should do so at their cost. The words "at its construction cost" were
added in the second paragraph.
3) Page 4, "Non- Discrimination" paragraph, Mr. Hagar had a concern about how we would
enforce that as we have no policy to that effect in the City of Coppell. Representatives of
DFW Airport stated that we are not required to award to a minority or women owned
"CITY OF COPPELL ENGINEERING - EXCELLENCE BY DESIGN"
business enterprise; but we also cannot exclude them from bidding on the project This
should be no problem with the open bid process that we utilize.
4) Page 9, "Correction of Environmental Non - Compliance" paragraph, Mr. Hager had indicated
that this is "lawyer overkill" for this type of project, but he did not request any changes. No
changes were made.
5) Page 12, first paragraph, Mr. Hager requested the wording "as permitted by law" be inserted.
DFW Airport representatives indicated that it was implied that only charges permitted by
law would be incurred if in fact this portion of the license agreement were exercised.
Therefore, no changes were made to this section.
6) Page 17, immediately after the "INDEMNITIES" paragraph, there were paragraphs entitled
"INSURANCE ", "MONETARY OBLIGATIONS" and "Late Fees ". The insurance section
stated that the City should take out a separate policy naming the airport as additional insured
in an amount of one million dollars, etc., and the monetary obligation section covered items
such as rents, fee schedule of charges, etc. I had requested that these sections be removed
from the license agreement as they were not valid from one governmental agency to another.
Those sections were removed.
7) Page 17, immediately after the "Termination" paragraph, there was an additional paragraph
entitled "Restoration of Property ". This paragraph stated that on termination of the license,
the licensee shall remove all property and return it to its original condition. Mr. Hager had
noted that this was not feasible under this type of license agreement. As such, it would not
be practical to expect us to sawcut off three to five feet of an outside lane and return that
property back to the airport. Representatives of DFW Airport agreed that this was not a
feasible paragraph to be included in this license agreement. Therefore, it was removed.
8) Page 17, in the "Holdover by Licenses" paragraph, an additional sentence which stated that
failure to cease activities upon termination of the contract could subject the licensee to a
penalty of $100 /per day. Because it was generally agreed that the pavement would not be
removed, there was no need for this sentence to remain in the license agreement. Therefore,
it was removed.
With the exception of the one comment on Page 12, stating "as permitted by law ", DFW Airport
has made every change requested by the City of Coppell and our city attorney. Therefore, staff
recommends approval of the license agreement between Dallas Fort Worth International Airport
Board and the City of Coppell.
Staff will be available to answer any questions at the Council meeting.
"CITY OF COPPELL ENGINEERING - EXCELLENCE BY DESIGN"
x
N Symbol Legend r
d r
Proposed R.O.W. Acquisition
0 Proposed Temporary Construction Easement
TMs' Existing R.O.W. Line 1 4
0 200 Feet'
_ �rY
ti
k a� +; k4
t ' 6
a
D _,TH
x' -F
w
�J 1
T V��'TTTY
J T TTTT7 TTTI T= T' TIT -
rJ
?J a.
T7 -TTY
Q
Bethel Road I Proposed Right of Wavy and Temporary
Construction Easement Per D/FW / City of Coppell Agreement
City of Coppell Project ST99 -05
Created in G.I.S. CO+ y ELL
S:\scottla r v iew\m isc_ex h ib its \.ap Ad /iw row map Sheet 1 of t
...... ...... ...... ......
Symbol Legend
Pro osed R 0 w Ac uisition
Proposed Temporary Construction Easement
Proposed Slope Easement
Existing R.O.W. Line j
40
vAi
J
AV""O
SE:FHEL
J
F
- NT r i
�A
7
\1 T
-
1 � ,- i \ I -, )'T --\', I ,- T 17) 1 T M - � __\, 1 7 T Y
W WAI
Bethel Road I Proposed Right of Way and Temporary
Construction Easement Per DFW1 City of Coppell Agreement
City of Coppell Project ST99-05
Created in G.LS. COFFELL
4-
SA&coft\arc vie\AAmisc h bitsUp r\d/fw row map Sheet 2 of 2
DALLAS /FORT WORTH INTERNATIONAL AIRPORT
3200 EAST AIRFIELD DRIVE, P.O. BOX 619428
DEW AIRPORT, TEXAS 75261 -9428
www.dfwairport.com
T 972 574 8888 F 972 574 0000
May 12, 2004
Ms. Suzan Taylor
CIP Coordinator
City of Coppell
P.O. Box 9478
Coppell, TX 75019
Re: License Agreement
Reconstructing and Widening Bethel Road
Dear Ms. Taylor:
You will find enclosed three (3 originals of the above referenced License Agreement
with requested revisions Would you please arrange for execution of this License and
return same to this office for completion of processing. Once processing is complete,
a fully executed original will be returned to your attention.
Should you have any questions, please feel free to contact me at 972/574 -3214.
Sincerely, c
j
Mic ael E. Pyles
Manager
Planning and Real Estate
MEP /mh
cc: T. Thompson
A. Ashley
HACoppeil- License Agreement -S. Taylor- May'04.Itr
DALLAS /FORT WORTH INTERNATIONAL AIRPORT BOARD
LICENSE
The Dallas /Fort Worth International Airport Board (hereinafter called "Licensor" of "Airport
Board ") hereby grants to the City of Coppell, (hereinafter called "Licensee ") the hereinafter
described privilege, in accordance with the Terms and Conditions set forth below:
(1) LICENSEE:
(2) LICENSEE'S ADDRESS:
City of Coppell
255 Parkway
P.O. Box 9478
Coppell, TX 75019
(3) PRIVILEGE (including property description)
A license for the limited purpose of
reconstructing and widening Bethel
Road, at its sole cost, across and on a
portion of DFW International Airport
Property as designated on Exhibit "A"
attached hereto and made a part hereof
for all purposes.
Together with the right of ingress and
egress over and along the above
described rights -of -way and over
adjacent land operated and maintained
by DFW International Airport Board
(hereinafter called "Board "), to or from
said rights -of -way, (provided that such
right of ingress and egress shall be
confined to the rights -of -way herein
granted and any existing roads, streets
and highways that traverse the Airport),
for the purpose of constructing,
operating, improving, reconstructing,
repairing, relocating, inspecting,
patrolling and maintaining such public
facilities.
(4) RENTS AND FEES: None
(5) EFFECTIVE DATE: April 1, 2004
(6) EXPIRATION DATE: March 31, 2024
(7) SPECIAL TERMS AND CONDITIONS: The Airport Board reserves for itself
and for the benefit of others at the
DFW International Airport the right to
construct, maintain, repair and operate
on, across and under the above
described rights -of -way, roads, streets,
systems for supplying heating, water,
gas and fuel, systems for the fire alarm,
fire protection, sprinkler, drainage,
telephone and telegraph service,
including all necessary lines, pipes,
mains, wires, conduits, equipment and
other Airport Services (hereinafter
called "Services "), provided that such
roads, streets, services, or systems shall
not unreasonably interfere with City's
facilities on said land.
In addition, the Airport shall have the
right to make any curb cuts for egress
from and ingress to Airport property
adjacent the Roadway. In addition,
Coppell shall allow the Airport to
connect to water and sewer facilities at
its construction cost. The Airport shall
not be liable for any charge or fee for
connecting to such utilities but shall
pay for such water and sewer services
in accordance with the standard City of
Coppell Utility Services charge
schedule applicable thereto.
City of Coppell
License
Reconstruction & Improvement of Bethel Road Page 2 of 19
GENERAL TERMS AND CONDITIO
USE OF AIRPORT
License For and in consideration of the payment of the rents and fees as set forth herein,
Licensee shall have the NON - EXCLUSIVE right to use the Property described herein for the limited
privileges set forth herein, and none other.
No Leasehold Interest Licensee acknowledges that this License is not a lease, that there is
no leased premises, and that this License does not create a leasehold interest in any part of the
Airport.
No Warranties of Suitability Licensee acknowledges that Licensor has made no
representations whatsoever concerning the suitability of any Airport property or facilities for the
exercise of the above - stated privileges.
Ingress and Egress Licensee, its employees, invitees and those doing business with it shall
have the right of ingress and egress to the Airport, subject to applicable parking fees, traffic
regulations, and other operational rules prescribed by the Airport Board.
Nuisances and Board Rules Licensee, its employees, invitees, and those doing business with
it shall conduct its operations in such a manner so as not to annoy, disturb or be offensive to others
at the Airport, and shall maintain all property under its control in a clean and orderly manner as
prescribed by Licensor. Licensee shall obey all rules and regulations of the Board as same may be
amended from time to time.
Repairs and Improvements Licensee shall promptly repair or replace any property of the
Airport damaged by Licensee's operations hereunder. Licensee shall make no improvements or
alterations to Airport property without prior approval, in writing, by the Vice President of Planning
and Real Estate. Licensor or its agents shall have the right at any reasonable time to inspect
Licensee's activities pursuant to this License.
COMPLIANCE WITH APPLICABLE LAWS
General Licensee shall pay all taxes, fees and excises which may be assessed, levied,
exacted or imposed on its property or operations hereunder, and shall make all applications,
reports, and returns required in connection therewith. Licensee shall procure all licenses,
certificates, permits or other authorization from all governmental authorities, if any, having
jurisdiction over the operations of Licensee at the Airport which may be necessary for Licensee's
operations. Upon request by the Board, Licensee shall verify amounts of taxes paid, and all licenses,
permits or other authorizations procured. Licensee shall promptly comply with the provisions of any
and all present and future governmental laws, rules, regulations, requirements, orders and
directions which may pertain or apply to Licensee's operations at the Airport, including the
City of Coppell
License
Reconstruction & Improvement of Bethel Road
Page 3of19
requirements of the Americans with Disabilities Act. Licensee's obligations to comply with
governmental requirements are provided herein for the purpose of assuring proper safeguards for
the protection of persons and property and are not to be construed as a submission by Licensor to
such requirements or any of them.
Non - Discrimination It is the policy of the DFW International Airport Board that Minority -
owned and Women -owned Business Enterprises (M /WBEs) shall have the maximum practicable
opportunity to participate in the awarding of Airport contracts. Licensee agrees to make a good
faith effort to provide maximum opportunity for the consideration and use of M /WBEs in the
contracting, subcontracting and purchasing activities associated with this License and to abide by all
applicable provisions of the Airport's M /WBE Program. Licensee further agrees that no person shall
be excluded from participation in, denied the benefits of, or otherwise discriminated against in
connection with Licensee's activities pursuant to any Airport contract because of race, color,
religion, national origin, sex, age, handicap or political belief or affiliation. Licensee shall conduct all
of its activities in compliance with and pursuant to Title 49, Part 21 of the Code of Federal
Regulations (Nondiscrimination in Federally- Assisted Programs of the Department of Transportation
- Effectuation of Title VI of the Civil Rights Act of 1964), as said regulations may be amended.
Licensee shall maintain and, upon demand, make available to an authorized representative of
Licensor copies of any and all agreements it has made with suppliers, employees or customers, or
any other agreements concerning Licensee's operations at the Airport.
ENVIRONMENTAL MATTERS
As used in this Agreement, the term
(a) "Environmental Impact Claim" means any claim, suit, judgment, penalty, fine,
loss, administrative proceeding, order, agreed order or citation by any governmental agency, or
expense (including but not limited to any necessary and documented costs of investigation, study,
cleanup, removal, response, remediation, transportation, disposal, restoration, monitoring,
consultant's fees, contractor's fees, and attorney's fees) which arises in whole or in part out of,
alleges, or is based on the presence, transportation, handling, treatment, storage, or actual or
threatened Release of any Hazardous Materials, Process Water, or Solid Waste, in, on, or into the
environment, including but not limited to surface and subsurface soils, air, waters, or groundwater
by Licensee, or by third parties under Licensee's direction and control, on, at or from the
Designated Operating Area or the Airport, during or arising from Licensee's occupancy or use of
the Designated Operating Area or the Airport under this Agreement. For purposes of this
Agreement, Environmental Impact Claim shall exclude any and all personal injury, wrongful death,
product liability and environmental justice claims.
(b) "Environmental Indemnitees" means the Board, the Cities and their respective
Officers, Directors, Employees, Agents and Councils.
(c) "Environmental Laws" shall mean all applicable existing and future laws
relating to the management, disposal or Release of Hazardous Materials, Process Water, or Solid
City of Coppell
License
Reconstruction & Improvement of Bethel Road
Page 4 of 19
Waste, including, without limitation, all applicable federal, state and local statutes, regulations,
ordinances, permits, codes, orders, memoranda of agreement, federal or state approved
Conformity Plans, Conformity Determinations, or Conformity Analyses, and any other governmental
requirements, including but not limited to those related to discharge of Process Water or other
pollutants into the waters of the United States, and /or waters of the State of Texas, and any
applicable environmental duties or requirements arising out of common law.
(d) "Hazardous Materials" means any "hazardous substance," "pollutant or
contaminant," "regulated substance," "petroleum substance," and "waste" as those terms are
defined now or in the future in the Comprehensive Environmental Response Compensation and
Liability Act ( "CERCLA "), the Clean Water Act, the Texas Water Code, and the Texas Health &
Safety Code, amendments thereto, and regulations promulgated pursuant thereto, including but
not limited to (i) asbestos or asbestos - containing materials; (ii) "PCB items" or "PCB- Contaminated
Electrical Equipment," used oil filters, batteries or tires, and underground or aboveground storage
tanks and associated equipment; and (iii) "hazardous waste" as now or in the future defined by the
Resource Conservation and Recovery Act (" RCRA "), Texas Solid Waste Disposal Act, or the Texas
Health & Safety Code, amendments thereto, and regulations promulgated pursuant thereto.
(e) " Process Water" means water which contains pollutants from any point source
subject to permit requirements or subject to the Texas Pollutant Discharge Elimination System, the
National Pollutant Discharge Elimination System, the Clean Water Act, or the Texas Water Code,
amendments thereto, and regulations promulgated pursuant thereto.
(f) "Release" means any depositing, spilling, leaking, pumping, pouring,
emitting, emptying, discharging, injecting, escaping, leaching, dumping, or disposing into the
environment or threat of release such that a release may enter the environment. For purposes of
this Agreement, Release shall not include the mere migration of contamination which may exist or
may have existed but which is proved by Licensee to be unrelated to Licensee's (or third parties
under Licensee's direction and control) use of or operations at the Designated Operating Area or
the Airport.
(g) "Solid Waste" shall have the same meaning as in the Resource Conservation
and Recovery Act, the Texas Health and Safety Code, and the Texas Solid Waste Disposal Act.
Licensee Representations and Warranties Licensee represents, warrants, and covenants the
following:
(a) Licensee has obtained and throughout the term of this Agreement shall
obtain and maintain all licenses, permits, exemptions, registrations and other authorizations
required under Environmental Laws and shall provide any notices required under Environmental
Laws for conducting its operations or related activities (e.g., waste generation) at the Designated
Operating Area or the Airport. Licensee shall require its sublessees and contractors to obtain and
maintain all licenses, permits, exemptions, registrations and other authorizations required under
Environmental Laws for conducting operations at the Designated Operating Area or the Airport.
City of Coppell
License
Reconstruction & Improvement of Bethel Road
Page 5 of 19
(b) Licensee shall comply and shall cause all its employees to comply, and shall
exercise its best efforts to cause its agents, contractors, sublessees or other third parties under
Licensee's direction and control to comply, and shall include in all subleases a provision requiring
the sublessee to comply and all employees, contractors, sublessees or other third parties under
sublessee's control to comply with all Environmental Laws pertaining to Licensee's (and including
third parties under Licensee's direction and control) use of and operations at the Designated
Operating Area or the Airport.
(c) Licensee shall comply and shall require its employees to comply, and shall
exercise its best efforts to cause its agents, contractors, sublessees or other third parties under
Licensee's direction and control to comply with all applicable Board policies, rules, regulations,
permits, and applicable Airport plans, e.g., Deicing and Snow and Ice Plans, pertaining to Licensee's
(and including third parties under Licensee's direction and control) use of and operations at the
Designated Operating Area or the Airport.
(d) Licensee shall not cause, contribute to, or permit (i) any Release of any
Hazardous Materials, Solid Waste, or Process Water by Licensee or its employees, agents,
contractors, sublessees or other third parties under Licensee's direction and control, on, at, orfrom
the Designated Operating Area or the Airport if (as is reasonably determined by the Board or any
governmental agency) that Release is or may be unlawful; or (ii) any violation of any Environmental
Law(s) as a result, in whole or in part, of Licensee's (and including third parties under Licensee's
direction and control) use of or operations at the Designated Operating Area or the Airport.
(e) Licensee shall handle, use, store, discharge, or otherwise manage (and shall
require its employees, and shall exercise its best efforts to require its agents, contractors,
sublessees, or other third parties under Licensee's direction and control to handle, use, store,
discharge, or otherwise manage) any Hazardous Materials, Process Water, or Solid Waste on, at or
from the Designated Operating Area or the Airport in a lawful and prudent manner and so as to
prevent (i) the unlawful Release of any Hazardous Materials, Process Water, or Solid Waste, or (ii)
any Release (as is reasonably determined by the Board or any appropriate governmental agency)
that does or may pollute or contaminate the environment or that may adversely affect the health,
welfare, or safety of persons, whether located on the Designated Operating Area or elsewhere.
Without limiting the foregoing, Licensee shall not conduct, or allow any employee, agent,
contractor, sublessee or other third party under Licensee's direction and control to conduct, any
operations or activities involving the use or application of ethylene glycol, propylene glycol, or any
other substance in the de -icing or anti -icing of aircraft at any location on the Designated Operating
Area or the Airport except with the prior written consent of the Board and in accordance with all
applicable Board policies, rules, regulations, permits and Airport plans, e.g., Deicing or Snow and
Ice Plans.
(f) Licensee shall remove and dispose of, and shall require its employees, and
shall exercise its best efforts to require its agents, contractors, sublessors, or any other third party
under Licensee's direction and control to remove and dispose of, any Solid Waste or Hazardous
Materials located at the Designated Operating Area at the termination of this Agreement, or as
sooner required by Environmental Laws or this Agreement, at no cost to Board and in a lawful,
City of Coppell
License
Reconstruction & improvement of Bethel Road
Page 6 of 19
prudent, and timely manner, subject to the limitations of the Rebuttable Presumption paragraph of
this section.
Right of Entry and Inspection The Board shall have the full right at all reasonable times, and
in Board's sole discretion, to enter the Designated Operating Area for the purpose of conducting an
inspection, assessment, investigation, and /or regulatory compliance audit of the Designated
Operating Area and/or Licensee's operations at or use of the Designated Operating Area, including
operations of Licensee's employees, agents, contractors, sublessors, or any other third party under
Licensee's control. The Board or its authorized agents may perform testing of the Designated
Operating Area as needed, including test borings of the ground and chemical analyses of air, soil,
water, Process Water, and waste discharges. The Board will provide advance written notice,
including at least twenty -four (24) hours notice of planned intrusive testing, to Licensee to the
extent practical under the circumstances, except in case of emergencies, when notice shall not be
required. Licensee shall have the right to accompany the Board when any such testing is
performed, and Licensee shall have the right to obtain, at Licensee's expense, split samples and
copies of all non - privileged results of such testing, including any non - privileged reports. Licensee
shall cooperate (and shall require its employees and shall exercise its best efforts to require its
agents, contractors, sublessors, or any other third party under Licensee's direction and control to
cooperate) in allowing prompt reasonable access to the Board to conduct such inspection,
assessment, audit or testing. In the exercise of its rights under this Section, the Board shall not
unreasonably interfere with Licensee's use and occupancy of the Designated Operating Area
pursuant to the provisions of this Agreement. Licensee remains solely responsible for its
environmental compliance, notwithstanding any Board inspection, audit, or assessment.
Right to Notify Authorities The Board reserves the right to notify and /or consult any
appropriate governmental authority or agencies regarding conditions of or on the Designated
Operating Area and /or concerns relating to Licensee's operations at or use of the Designated
Operating Area, including operations of Licensee's employees, agents, contractors, sublessors, or
any otherthird party under Licensee's control, if the Board reasonably believes those conditions or
operations do or may violate applicable Environmental Laws, may pollute or contaminate the
environment, or may adversely affect the health, welfare, or safety of persons, whether located on
the Designated Operating Area or elsewhere. If the Board so notifies and /or consults such
governmental authority or agencies, the Board shall notify Licensee, via its designated
representative for environmental matters at the Airport, of such action within twenty -four (24) hours
by verbal report in person or by telephone, electronic mail, or facsimile transmittal, to be confirmed,
to the fullest extent practicable, within seventy -two (72) hours by written notice to Licensee of such
notification and /or consultation, along with copies of all documents related to such notification
and /or consultation, excluding legally privileged documents. The Board shall also provide
Licensee's designated representative, as soon as practicable, with written notice of all subsequent
substantive communications with the government authority or agencies with regard to the matter,
including copies of all related correspondence or other documents sent to or received by the Board,
excluding legally privileged documents.
Information to be Provided to Board If Licensee receives any notice, correspondence,
citation, order, warning, complaint, inquiry, claim or demand that is not legally privileged, made
City of Coppell
License
Reconstruction & Improvement of Bethel Road Page 7 of 19
confidential by applicable law, or protected as trade secrets (i) concerning any alleged Release of
Hazardous Materials, Solid Waste, or Process Water at, on, or from the Designated Operating Area
or the Airport, or into the environment from the Designated Operating Area or the Airport, or (ii)
alleging that Licensee or any employee, agent, contractor, sublessor, or any other third party under
Licensee's direction and control has violated or is about to violate any Environmental Law(s)
pertaining to Licensee's (and including third parties under Licensee's direction and control)
operations at or use of the Designated Operating Area or the Airport, or (iii) asserting that Licensee
is liable for the cost of remediation or investigation of a Release of Hazardous Materials, Solid Waste
and /or Process Water on, at, or from the Designated Operating Area or the Airport, Licensee shall
immediately, but not later than five (5) days after Licensee's receipt, provide written notice to the
Board's Chief Executive Officer or designee of the same, including a copy of any related
documents.
Licensee shall provide to the Board's Chief Executive Officer or designee, simultaneously
with its submittal to any governmental agency, a complete copy (including exhibits and
attachments) of any reports or notices required by Environmental Laws, and which are not legally
privileged, made confidential by applicable law, or protected as trade secrets, regarding (i) alleged
failure to comply with any Environmental Laws arising out of Licensee's past or present operations at
or use of the Designated Operating Area or the Airport, and /or (ii) the Release of any Hazardous
Materials, Process Water, and /or Solid Waste, in, on, or into the environment arising out of
Licensee's past or present operations at or use of the Designated Operating Area or the Airport.
In addition, Licensee, at the request of the Board, shall make available for inspection and
copying at Licensee's expense, within five (5) business days of Licensee's receipt of written request
or upon other reasonable notice and at reasonable times, any or all of the substantive documents
and materials (excepting those documents or materials that are legally privileged, made confidential
by applicable law, or otherwise protected as trade secrets) that Licensee has prepared or caused to
be prepared pursuant to any Environmental Laws or submitted to any governmental agency
pertaining to the environmental compliance status of Licensee's operations at or its use of the
Designated Operating Area or the Airport, including without limitation any and all records, test
results, studies and /or other documentation regarding environmental conditions relating to the use,
storage, or treatment of any Hazardous Materials and /or Solid Waste by Licensee on or under the
Designated Operating Area or the Airport.
Licensee shall also provide the Board with reasonable advance notice of any scheduled
meeting between Licensee and any governmental agency regarding, in whole or in part, compliance
or alleged non - compliance with Environmental Laws of the Designated Operating Area or
Licensee's (including its employees and third parties under its direction and control) use of or
operations at the Designated Operating Area or the Airport.
The requirements of this Section shall applythroughout the term of this Agreement and until
Licensee's obligations with respect to the Designated Operating Area are extinguished.
Response and Compliance Actions Without limiting the indemnity obligations of the
Environmental Indemnification paragraph of this agreement, if (i) the Designated Operating Area or
City of Coppell
License
Reconstruction & Improvement of Bethel Road
Page 8 of 19
other property is or becomes contaminated or otherwise damaged or injured (as is reasonably
determined by the Board or any governmental agency) as a result of a Release of Solid Waste or
Hazardous Materials on, at, or from the Designated Operating Area or the Airport by Licensee or by
its employees, agents, contractors, sublessors, or any other third party under Licensee's direction
and control, or (ii) at any time during the term of this Agreement, or as determined by any
regulatory compliance audit, environmental testing, investigation, or Concluding Environmental
Assessment conducted pursuant to the Concluding Environmental Assessment paragraph of this
Section, any environmental contaminants or pollutants are discovered in, on, under or from the
Designated Operating Area (a) in excess of allowable levels established by applicable federal, state
and local laws and regulations, or (b) that create or threaten to create an immediate or substantial
threat to human health or the environment (as is reasonably determined by the Board or any
governmental agency), or (c) that are required to be moved, cleaned up, or remediated by any
applicable federal, state, or local law, regulation, code, standard or order, then Licensee at its sole
cost and expense shall promptly control any such Release or contamination and shall immediately
take all actions necessary or required to mitigate any immediate threat to human health or the
environment. Licensee shall then undertake any further repairs or corrective actions, in a timely
manner and in full compliance with Environmental Laws, as necessary to remove or remediate
contamination, to protect the public health and safety and the environment from actual or potential
harm, and to bring the Designated Operating Area or other affected property into compliance with
all applicable Environmental Laws and other applicable regulatory requirements in effect as of the
date thereof.
If, as is reasonably determined by the Board, Licensee (1) does not take immediate or other
timely action as necessary to mitigate or prevent any imminent actual or potential threat to human
health or the environment, (2) does not perform or complete all necessary repairs, corrective actions
or remediation required pursuant to this Section or by applicable Environmental Laws, all within a
reasonable time as determined by the Board or any government regulatory agencywith jurisdiction
over the work required herein, or (3) fails to comply with any applicable Environmental Laws that
subject the Board, the owner cities, or their respective officers, directors, councils, agents, or
employees to on -going potential fines or other liability, then the Board, in addition to its rights and
remedies described elsewhere in this Agreement, at its election, may enterthe Designated Operating
Area and take whatever reasonable action the Board deems necessary and/or appropriate to protect
the public health and safety, to protect the environment from actual or potential harm, and/or to
protect the Designated Operating Area and other Airport property from any material impairment to
their value. In the exercise of its rights under this Section, the Board shall not unreasonably interfere
with Licensee's use and occupancy of the Designated Operating Area.
Correction of Environmental Non-Compliance. In the event that Licensee is in alleged non-
compliance with any applicable Environmental Laws (as is reasonably determined by the Board or
any governmental agency with enforcement authority regarding such alleged non- compliance) and
provided that the situation or condition in question does not, as determined by the Board in its
reasonable discretion, either (1) require immediate action to prevent or mitigate contamination,
harm to human health or the environment, or material impact to property value, or (2) subject the
Board, the owner cities, or their respective officers, directors, councils, agents, or employees to on-
going potential fines or other liability, then the Board agrees to notify Licensee in writing of the
City of Coppell
License
Reconstruction & Improvement of Bethel Road
Page 9 of 19
alleged non - compliance and shall require Licensee to address such non - compliance within thirty (30)
days of Licensee's receipt of that notice. Within that thirty (30) day period, Licensee shall have the
opportunity to take whatever reasonable action is necessary, subject to approval by the Board, to
correct such non - compliance, or provide the Board a binding commitment to do so within a
reasonable time. Licensee shall also have the right during that thirty (30) day period to challenge, in
accordance with the dispute resolution provisions of the Dispute Resolution paragraph of this
Section, any such determination of alleged non - compliance. Licensee's obligations under this
Section may be deferred, upon mutual consent of the parties, until a final ruling on such challenge
has been issued. Should Licensee prevail in such a challenge, Licensee shall have no further
obligation under this Section.
If Licensee does not take such corrective action, undertake a challenge to the non-
compliance determination, or provide a binding commitment within the thirty (30) day period, the
Board may, at its election, enter the Designated Operating Area and take such measures as the Board
may deem necessary to correct the alleged non - compliance and /or to remediate any related
contamination, all at Licensee's expense. All reasonable and documented costs associated with any
action by the Board in connection with this Paragraph, including but not limited to reasonable
attorneys' fees, shall be subject to the reimbursement and indemnification requirements of this
Section. In the exercise of its rights under this Paragraph, the Board shall not unreasonably interfere
with Licensee's use and occupancy of the Designated Operating Area.
Nothing in this Paragraph is intended or shall be construed so as to prevent the Board from
exercising, in its reasonable discretion, any rights granted or available elsewhere in this Section or
Agreement.
Corrective Action Process Before commencing any remedial or corrective action under this
Section, Licensee shall obtain approval from the Board. The work shall be performed at Licensee's
expense, and the Board shall have the right to review and inspect all such work at any time using
consultants and representatives of the Board's choice. All Board approvals required under this
Paragraph shall not be unreasonably withheld. Specific cleanup levels for any environmental
remediation work shall be designed to comply with applicable Environmental Laws and other
applicable requirements of local, state and federal statutes, and regulations. Licensee shall, at
Licensee's own cost and expense, make all tests, reports, and studies and shall provide all
information to any appropriate governmental agency as may be required pursuant to the
Environmental Laws pertaining to Licensee's response actions. This obligation includes but is not
limited to any requirements for a site characterization, site assessment and /or remediation plan that
may be necessary. In the event deed recordation by the Airport owner and/or operator is
necessary, Licensee shall reimburse the Board and /or Cities for all deed recordation fees and
attorneys' fees incurred in connection with such action.
In the event the Board undertakes any action or incurs any costs in the exercise of its rights
under this Section, Licensee shall reimburse the Board, in the manner determined bythe Board in its
reasonable discretion at the time such reimbursement is sought, for all reasonable and documented
costs associated with such response, repairs, corrective action and /or remediation, including but not
City of Coppell
License
Reconstruction & Improvement of Bethel Road
Page 10 of 19
limited to consultants' fees, contractors' fees, attorneys' fees, penalties, costs of investigation or
other costs incurred hereunder by the Board or its agents.
Any remedial or other activity undertaken by Licensee under this Section shall not be
construed to impair Licensee's rights, if any, to seek contribution or indemnity from another person.
ENVIRONMENTAL INDEMNIFICATION NOTWITHSTANDING ANY OTHER PROVISION TO THE
CONTRARY, LICENSEE AGREES TO INDEMNIFY, DEFEND, AND HOLD HARMLESS THE ENVIRONMENTAL
INDEMNITEES FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, PENALTIES, FINES, SUITS, ACTIONS,
ADMINISTRATIVE PROCEEDINGS (INCLUDING INFORMAL PROCEEDINGS), SETTLEMENT REACHED,
GOVERNMENT ORDERS, JUDGMENTS, LOSS, DAMAGES, LIABILITIES, COSTS, AND EXPENSES (INCLUDING BUT
NOT LIMITED TO REASONABLE AND DOCUMENTED ATTORNEYS' AND CONSULTANTS' FEES, LITIGATION
COSTS, EXPERT WITNESS FEES, AND EXPENSES OF INVESTIGATION, REMOVAL, REMEDIATION, OR OTHER
REQUIRED PLAN OR RESPONSE ACTION) INCURRED BY OR ASSERTED AGAINST ANY ENVIRONMENTAL
INDEMNITEE AT ANY TIME BY REASON OF, IN CONNECTION WITH, OR ARISING IN WHOLE OR IN PART OUT OF
(1) THE BREACH OF ANY REPRESENTATION OR WARRANTY SET FORTH IN THIS SECTION BY LICENSEE OR ANY
EMPLOYEES, AGENTS, CONTRACTORS, SUBLESSORS, OR ANY OTHER THIRD PARTY UNDER LICENSEE'S
DIRECTION AND CONTROL, (11) THE FAILURE OF LICENSEE TO MEET ITS OBLIGATIONS UNDER THIS SECTION IN
A FULL AND TIMELY MANNER, OR (III) DOCUMENTED LOSS TO A THIRD PARTY OR GOVERNMENTAL ENTITY
FROM ANY ENVIRONMENTAL IMPACT CLAIM, AS DEFINED HEREIN, TO THE EXTENT CAUSED BY OR ARISING
FROM THE OPERATIONS, ACTIVITIES, ACTIONS OR INACTION OF LICENSEE OR ITS EMPLOYEES, AGENTS,
CONTRACTORS, SUBLESSORS, OR ANY OTHER THIRD PARTY UNDER LICENSEE'S DIRECTION AND CONTROL AT
OR IN ANY WAY RELATED TO THE DESIGNATED OPERATING AREA OR THE AIRPORT.
Regardless of the date of termination of this Agreement, Licensee's obligations and
liabilities under this Section shall continue so long as the Board bears any liability or responsibility
under the Environmental Laws arising from Licensee's occupancy of the Designated Operating
Area or use of the Airport during the term of this Agreement.
Licensee's obligation under this Paragraph to indemnify, defend and hold harmless shall
not apply to claims related to or arising out of (i) contamination proved by Licensee to have
existed at the Designated Operating Area prior to the Licensee's DBO under this Agreement or
Licensee's occupancy of any portion of the Designated Operating Area pursuant to any prior
ground lease, permit, letter agreement, or similar agreement between Licensee and the Board,
but only to the extent Licensee proves that such contamination was not caused by Licensee or by
its employees, agents, contractors, sublessors, or any other third party under Licensee's direction
and control; (ii) Releases proved by Licensee to have migrated onto or from the Designated
Operating Area and not caused in whole or in part by Licensee or third parties under Licensee's
direction and control; (iii) Releases on, at, or from the Designated Operating Area or the Airport
proved by Licensee not to have been caused in whole or in part by Licensee or by its employees,
agents, contractors, sublessors, or any other third party under Licensee's direction and control;
(iv) the gross negligence or willful misconduct on the part of any of the Environmental
Indemnitees.
City of Coppell
License
Reconstruction & Improvement of Bethel Road
Page 11 of 19
Licensee shall pay the resulting costs of such defense and settlement and any costs
(including expert fees and attorney's fees) or damages finally awarded with respect thereto,
provided that: (a) the Board promptly notifies Licensee in writing of the claim or lawsuit and
Licensee is given a timely opportunity to defend (with counsel of Licensee's choosing) same on
behalf of said entities or persons; (b) Licensee has control of the defense and all related settlement
negotiations, so long as no such settlement adversely affects Board's ability to exercise its rights
under this Section without Board's prior consent, and further provided that Board shall have the
right to participate in the defense of any suit or similar proceeding at Board expense and through
counsel of its choosing; and (c) All legal appeals felt to be necessary by Licensee have been
exhausted.
Licensee shall keep the Board's Legal Counsel, Vice President of Environmental Affairs, and
Vice President of Airport Real Estate informed about any defense actions or settlement negotiations
that are subject to the indemnification provisions of this Paragraph.
In the event that Licensee fails or refuses to defend the Board and /or those indemnified as
provided in this Paragraph, the Board and /or those indemnified shall have full right to undertake
their own defense and to settle any such claims and /or lawsuits. In such event, Licensee shall be
liable to the Board and /or those indemnified, and shall promptly pay, any resulting judgment
against, or settlement by them, and shall reimburse them for all reasonable attorney's fees and costs
in undertaking such defense and /or settlements.
Rebuttable Presumption Licensee's obligations under this Section (unless otherwise agreed
in writing by the Board) shall not apply to (i) contamination proved by Licensee to have existed at
the Designated Operating Area prior to the Licensee's DBO under this Agreement or Licensee's
occupancy of any portion of the Designated Operating Area pursuant to any prior ground lease,
permit, letter agreement, or similar agreement between Licensee and the Board, but only to the
extent Licensee proves that such contamination was not caused by Licensee or by its employees,
agents, contractors, sublessors, or any other third party under Licensee's direction and control; (ii)
Releases proved by Licensee to have migrated onto or from the Designated Operating Area and
not caused in whole or in part by Licensee or third parties under Licensee's direction and control; (iii)
Releases on, at, or from the Designated Operating Area or the Airport proved by Licensee not to
have been caused in whole or in part by Licensee or by its employees, agents, contractors,
sublessors, or any other third party under Licensee's direction and control.
For purposes of this Section, any Release or other condition requiring remedial action under
applicable Environmental Laws and any contamination on, at, or from the Designated Operating
Area discovered after Licensee's Dg0 under this Agreement or occurring during Licensee's
occupancy of any portion of the Designated Operating Area pursuant to any prior ground lease,
permit, letter agreement, or similar agreement between Licensee and the Board shall be presumed
to have been caused by Licensee and /or its employees, agents, contractors, sublessors, or any other
third party under Licensee's direction and control and /or by their activities, operations, actions or
inaction related to the Designated Operating Area. Licensee may rebut this presumption by
demonstrating to the reasonable satisfaction of the Board or in a court of competent jurisdiction
City of Coppell
License
Reconstruction & Improvement of Bethel Road
Page 12 of 19
that Licensee, its employees, agents, contractors, sublessors, or any other third party under
Licensee's direction and control did not cause the alleged contamination or Release.
Baseline Environmental Assessment The parties acknowledge that no Baseline
Environmental Assessment was performed for the Designated Operating Area prior to Licensee's
use or occupancy of the area.
Concluding Environmental Assessment. Prior to the expiration or earlier termination of this
Agreement and before it vacates the Designated Operating Area (unless otherwise agreed in advance
in writing by the Board), Licensee shall conduct a Concluding Environmental Assessment ( "CEA ") to
determine the environmental condition and state of compliance with Environmental Laws of the
Designated Operating Area and all improvements thereon. The scope of the CEA will be determined
in advance and must meet or exceed the requirements established by the Board at the time the CEA is
to be performed. The CEA shall be conducted at Licensee's expense according to procedures and by
a qualified person or entity approved by the Board, whose approvals shall not be withheld
unreasonably. The Board, at its option, may elect to conduct or participate in the CEA, either directly
or through designated representatives or consultants. Unless otherwise agreed by the parties in
writing at the time the scope of the CEA is decided, if the Board instead of Licensee conducts the
CEA, the audit will be at Licensee's expense, but if the Board conducts a shadow or separate CEA in
addition to Licensee's CEA the Board will bear the cost of its own audit.
If a Baseline Environmental Assessment (" BEA ") or any environmental or regulatory
compliance audit or testing was performed for any portion of the Designated Operating Area prior
to Licensee's occupancy or during the term of this Agreement, the scope of the Concluding
Environmental Assessment ( "CEA ") shall include, at a minimum, testing for all substances tested for
during any such BEA, audit(s), and prior testing, unless a different scope is mutually agreed to by
the parties at the time the CEA protocol for the Designated Operating Area is determined. The
final results of the CEA (including any reports, documents, or test results) shall be simultaneously
provided to the Board and the Licensee. In addition, the Board shall have access, upon reasonable
notice and at reasonable times, to all information, raw data, opinions, and test results generated by the
CEA, excluding legally privileged information or opinions.
As part of the CEA, Licensee shall provide to the Board documentation, prepared by the
Board- approved person or entity, that (1) the Designated Operating Area is (a) free of Hazardous
Materials, Solid Waste, and other contamination or, alternatively, that any such remaining materials
or substances do not exceed allowable levels established by Environmental Laws and meet
applicable standards approved or recommended by regulatory agencies with authority over any
material aspect of the work or the substances in question, and (b) in compliance with applicable
Environmental Laws, and (2) the removal or remediation of any Hazardous Materials, Solid Waste
and/or contamination has been done in accordance with all applicable Environmental Laws and
regulatory requirements. Documentation regarding remaining Hazardous Materials, Solid Waste,
and other contamination shall specify, at a minimum, the name, level /amount, and extent of all such
materials or substances located at, on, or underthe Designated Operating Area at the time the CEA
is conducted and shall explain why such substances have not been removed. If (as is reasonably
determined by the Board or any governmental agency) any such substances or materials do or may
City of Coppell
License
Reconstruction & Improvement of Bethel Road
Page 13 of 19
pollute or contaminate the environment, and /or may adversely affect the health, welfare, or safety
of persons, whether located on the Designated Operating Area or elsewhere, or may materially
impair or interfere with the condition, use or enjoyment of the Designated Operating Area or any
other Airport property, then the Board at its discretion may require that such documentation include
an immediate remediation plan and /or long -term care and surveillance plan for any contamination
identified and an acknowledgement of responsibility and indemnification for any and all losses
associated with such contamination. Any such plan or response action shall meet or exceed the
compliance action requirements of this Section and shall be submitted for Board review and
approval prior to implementation.
If the CEA confirms the presence (surface or subsurface) of test substances in excess of the
baseline quantities or levels established by any applicable Baseline Environmental Assessment and in
excess of allowable levels established by Environmental Laws, or if other environmental compliance
audits, studies, or investigations reveal contamination by Hazardous Materials, Solid Waste, or other
substances, or demonstrates that remedial action is necessary or required (as reasonably determined
by the Board or any governmental agency) to protect the public health and safety and/or the
environment from actual or potential harm or to bring any portion of the Designated Operating Area
into compliance with then applicable Environmental Laws or any applicable federal, state, or local law,
regulation, code, standard or order or to restore any material impairment of the value of any portion
of the Designated Operating Area or other affected property, then Licensee agrees to immediately
undertake and to promptly complete to the satisfaction of the Board, in accordance with all applicable
laws and with the provisions of this Section, and at Licensee's expense, any necessary or required
clean -up, removal, or remedial action. For purposes of this Paragraph, it shall be presumed that any
condition requiring remedial action resulted from the operations of Licensee, its agents, employees,
sublessees, tenants, or other third parties acting under Licensee's direction or control, but this
presumption may be rebutted in the manner provided in the Notices Section.
For purposes of this Paragraph, Licensee shall give written notice to the Board of the effective
date of any intended early termination of this Agreement not less than ninety (90) calendar days prior
to the anticipated date of such event.
Reimbursement Licensee shall reimburse the Board, in the manner determined by the
Board in its reasonable discretion at the time such reimbursement is sought, for anyfines, penalties,
or actual remediation costs and related reasonable and documented expenses that may be levied
against the Board by the Environmental Protection Agency, the Texas Commission on
Environmental Quality, or any other governmental agency, or that otherwise may be incurred by the
Board as a result, in whole or in part, of Licensee's failure to complyfully and in a timely mannerwith
its obligations under this Agreement.
Compliance with Stormwater Regulations and Permits Licensee acknowledges that the
Airport is or may be subject to the Texas Pollution Discharge Elimination System Program
( "TPDES "), the National Pollution Discharge Elimination System Program ( "NPDES "), and state and
federal regulations relating to stormwater discharges, including without limitation 40 CFR Part 122,
for operations that occur at the Airport. Licensee further acknowledges that it will conduct
operations and activities (and shall require its employees to conduct operations and activities, and
City of Copped
License
Reconstruction & Improvement of Bethel Road
Page 14 of 19
shall exercise its best efforts to cause its agents, contractors, sublessees or other third parties under
Licensee's direction and control to conduct operations and activities) on or related to the
Designated Operating Area or the Airport in compliance with applicable regulations, including 40
CFR Part 122, and any applicable TPDES and /or NPDES permit(s), as these may be amended from
time to time. Licensee acknowledges that its cooperation is necessary to ensure compliance with
any TPDES or NPDES stormwater discharge permit(s), as well as to ensure safety and to minimize
costs. Licensee acknowledges that it may be necessary to undertake to minimize the exposure of
stormwater to materials generated, stored, handled or otherwise used by Licensee (including third
parties under its direction and control), as defined in state and federal stormwater regulations, by
implementing and maintaining effective "Best Management Practices" as defined in 40 CFR Part
122.2, depending upon the applicability to Licensee's operations or any activities conducted by
Licensee at the Designated Operating Area or on the Airport and as implemented in any applicable
TPDES and /or NPDES permit, as these may be amended from time to time. Licensee further
acknowledges that any existing TPDES and /or NPDES stormwater discharge permit issued to the
Airport or the Board, and any subsequent permit(s), amendments, extensions or renewals thereto,
to the extent affecting Licensee's operations at or related to its use of the Designated Operating
Area or the Airport, is incorporated by reference into this Agreement. Licensee agrees to be bound
by all applicable portions of said permit(s). The Board agrees to notify Licensee promptly of any
changes to any portions of said permit(s) applicable to, or that affect, Licensee's operations at or
use of the Designated Operating Area or the Airport. The Board also agrees to provide Licensee
with written notice of those TPDES and /or NPDES stormwater discharge permit requirements
(including any modifications thereto) that Licensee shall be obligated to perform from time to time
at or related to its use of the Designated Operating Area or the Airport, including, but not limited
to: certification of non - stormwater discharges, collection of stormwater samples; preparation of
stormwater pollution prevention or similar plans; implementation of "good housekeeping"
measures or Best Management Practices; and maintenance of necessary records. Such written
notice shall include applicable deadlines. Licensee, within fifteen (15) days of receipt of the written
notice, shall notify the Board in writing if it disputes any of the stormwater discharge permit
requirements it is being directed to undertake. If Licensee does not provide such timely notice, it is
deemed to assent to undertake such requirements. If Licensee provides the Board with written
notice that it disputes such stormwater discharge permit requirements, the Board and Licensee
agree to negotiate a prompt resolution of their differences and to handle any such dispute in
accordance with the dispute resolution provisions of the Dispute Resolution Paragraph of this
Section. Licensee warrants that it will not object to Board notices required pursuant to this
Paragraph unless Licensee has a good faith basis to do so.
"As Is" Status Licensee acknowledges that except as otherwise expressly set forth in this
Agreement, Licensee is taking the Designated Operating Area AS IS without any express or implied
warranty.
Licensee Equipment. Any fuel tanks, fuel pumps, waste oil tanks, and related lines and
equipment installed by or on behalf of Licensee in furtherance of this Agreement shall at all times
remain the property of Licensee, and ownership of such equipment shall not pass to the Board by
virtue of such equipment being installed at the Airport. No such equipment shall be installed
without the written consent of the Board, which shall not be unreasonably withheld.
City of Coppell
License
Reconstruction & Improvement of Bethel Road
Page 15 of 19
Waiver Any waiver of any provision of this Section, or a delay by the Board 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 Board, it being intended that no waiver shall be implied by the Board'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 Section shall be cumulative and in addition to, and not in lieu of, any other remedies
available to the Board at law, in equity, or otherwise.
Term of Environmental Provisions The provisions of this Section, including the
representations, warranties, covenants and indemnities of Licensee, shall relate back to Licensee's
DBO, shall expressly survive termination of this Agreement.
Dispute Resolution. The Board and Licensee agree that any dispute between them relating
to this Section will first be submitted, by written notice, to a designated senior executive of both
Licensee and the Board who will meet at the Board's place of business or other mutually agreeable
location, or by teleconference, and confer in an effort to resolve such dispute. Any decisions of the
executives will be final and binding on the parties. In the event the executives are unable to resolve
any dispute within ten (10) days after submission to them, or within any other mutually agreed time
frame, either party may refer the dispute to mediation, or institute any other available legal or
equitable proceeding in order to resolve the dispute.
Notices Notices provided for under this Section must be made in writing and either
delivered by hand or mailed by certified mail, return receipt requested, addressed as follows:
If to the Board:
Vice President, Planning and Real Estate Dept.
Dallas /Fort Worth International Airport Board
P.O. Box 619428 (if by mail)
Business Center North
2150 S. Service Road, 4th Floor (if by hand)
DFW Airport, Texas 75261 -9428
972 - 574 -3121
Vice President, Environmental Affairs Dept.
Dallas /Fort Worth International Airport Board
P.O. Box 619428 (if by mail)
3100 E. 30`' Street (if by hand)
DFW Airport, Texas 75261 -9428
972 - 574 -1700
City of Coppell
License
Reconstruction & Improvement of Bethel Road
Page 16 of 19
If to the Licensee:
City of Coppell
255 Parkway
P.O. Box 9478
Coppell, TX 75019
INDEMNITIES
Licensee agrees to indemnify, hold harmless, defend and insure the Airport Board, the Cities
of Dallas and Fort Worth, their directors, officers, agents, councils and employees from and against
any and all claims and causes of action, administrative proceedings, judgments, penalties, fines,
damages, losses, demands, liabilities, or expenses whatsoever (including reasonable attorney's fees
and costs of litigation, mediation and/or administrative proceedings) which may be brought alleged,
or imposed against the Airport Board, the Cities of Dallas and Fort Worth, their directors, officers,
agents, councils, or employees arising directly or indirectly from or in any way connected with (1)
any property damage or loss, personal injury, including death, or adverse effect on the environment,
arising out of Licensee's action or inaction with regard to the operations of Licensee hereunder; (2)
the failure of the Licensee, its agents or employees, to complywith the terms and conditions of this
License, or to complywith any applicable federal, state, or local laws, rules, regulations, ordinances,
or orders including, but not limited to, any and all applicable environmental laws, rules, regulations,
or orders; and /or (3) release of any hazardous or regulated substances or waste onto, into, or from
the Airport, connected in any way with Licensee's operations or action or inaction of Licensee, its
agents or employees, regardless of whether the act, omission, event, or circumstance constituted a
violation of applicable law at the time of the occurrence. The rights and obligations set forth in this
paragraph shall survive the termination of this permit.
DEFAULT, REMEDIES, AND TERMINATION
Default If Licensor is required or reasonably elects to pay any sum or sums, or incurs any
obligations or expenses due to the failure, neglect or refusal of Licensee to perform or fulfill anyone
or more of the conditions, covenants, or agreements set forth in this License, or as a result of an act
or omission of Licensee contrary to said conditions, covenants and agreements, Licensee agrees to
pay within ten (10) days the sum or sums so paid or the expenses so incurred, including all interest,
costs, damages and penalties, and the same may be added to fees due hereunder.
Termination The Chief Executive Officer of the Board may terminate this License at any
time or require Licensee to immediately cease any operations hereunder, with or without cause,
upon ninety (90) days written notice to Licensee. If this License is terminated without cause,
Licensor shall refund to Licensee the fees paid for that year, pro rata, but shall have no further
obligation to pay damages or reimbursement of expenses to Licensee.
Holdover by Licensee In the event Licensee shall hold over and continue its activities under
this License after the expiration of the term of this License, such holding over shall not be construed
City of Coppell
License
Reconstruction & Improvement of Bethel Road
Page 17 of 19
to operate as a renewal or extension of this License, but shall operate and be construed as a
tenancy at sufferance.
MISCELLANEOUS
No Assignment This License is personal to Licensee. It shall not be assigned, sold,
conveyed, mortgaged, or pledged (other than to an affiliated or related company) without the prior
written approval of Licensor, which may be withheld in Licensor's sole discretion.
Entire Agreement This License constitutes the entire agreement of the parties as to the
subject matter contained herein and may not be changed, modified, discharged, or extended
except by written instrument duly executed on behalf of the parties.
Notices All notices hereunder may be delivered or mailed to Licensor at the following
address, or such other address as designated in writing by Licensor:
D /FW International Airport Board
P.O. Box 619428
DFW Airport, Texas 75261 -9428
Attn: Planning & Real Estate Department
All notices hereunder may be delivered or mailed to Licensee at the following address, or such
other address as designated in writing by Licensee:
City of Coppell
255 Parkway
P.O. Box 9478
Coppell, TX 75019
City of Coppell
License
Reconstruction & Improvement of Bethel Road
Page 18 of 19
Effective this day of , 2004.
Kevin Cox
APPROVED AS TO RM:
Legal ounsel for the Board
ATTEST:
Staff Secretary for the Board
ATTEST:
SALicernses120041Coppel1 — Bethel Road
City of Coppell
License
Reconstruction & Improvement of Bethel Road
Date:
DALLAS -FORT WORTH
INTERNATIONAL AIRPORT BOARD
Senior Executive Vice President /COO
CITY OF COPPELL
By:
Name:
Title:
Date:
Page 19 of 19