HomeMy WebLinkAboutDAL Global Services - Amdt. NO 1 to non-exclusive license agmt. to conduct commercial aviation ground handling and support services at Fresno Yosemite International Airport 9/22/2012+f 5- lo+ì
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AMENDMENT NO. 1 TO
NON-EXCLUSIVE LICENSE AGREEMENT TO CONDUCT COMMERCIAL AVIATION
GROUND HANDLING AND SUPPORT SERVICES
AT FRESNO YOSEMITE INTERNATIONAL AIRPORT
lssued By
CITY OF FRESNO, CALIFORNIA
A Municipal Corporation
To
DAL GLOBAL SERVICES, LLC.
A Delaware Limited Liability Corporation
ThiS AMENDMENT NO. 1 TO THE NON.EXCLUSIVE LICENSE AGREEMENT TO CONDUCT
a municipal corporation (hereinafter "City"), and DAL Global Services, LLC (hereinafter "DGS"),
a Delaware limited liability corporation (hereinafter "Licensee").
RECITALS
WHEREAS, City owns and operates Fresno Yosemite lnternational Airport, ('FYl') which is
located in the City of Fresno, County of Fresno, State of Califomia (hereinafter "Airport"); and
WHEREAS, Licensee is engaged in the business of providing commercial aviation ground
handling and support services to one or more air carriers who are variously engaged in the
transportation by air of persons, property, cargo, and mail to and from Airport; and
WHEREAS, Licensee and City (each a "Party"; collectively the "Parties") have heretofore
entered a Non-Exclusive License Agreement to Conduct Commercial Aviation Ground Handling
and Support Services dated August 22,2012 ("Original License"); and
WHEREAS, the Parties desire to amend the Original License for the purpose of amending the
term of the license and updating all insurance requirements;
NOW, THEREFORE, for and in consideration of the foregoing, the mutual covenants and
promises hereinafter set forth and other good and valuable consideration the receipt and
sufficiency of which is hereby acknowledged, the parties intending to be legally bound, hereby
agree as follows:
NOW, THEREFORE, in consideration of the mutual promises herein, it is hereby agreed as
follows:
1 . Article ll, Section 2.01 of the Original License shall be amended such that the ending date is
August 21,2018.
2. Article Vll, Section 7.01 of the Original License shall be deleted and replaced with the
following:
7.01 lnsurance Requirements
Prior to engaging in any operation authorized by this License and continuing
throughout the life hereof, Licensee shall pay for and maintain in full force and effect
all policies of insurance required hereunder with an insurance company(ies) either
(i) admitted by the California lnsurance Commissioner to do business in the State of
California and rated not less than "A- Vll" in Best's lnsurance Rating Guide, or (ii)
authorized by City's Risk Manager. The following policies of insurance are required:
(¡) AVIATION LIABILITY insurance which shall be at least as broad as the
most current version of lnsurance Services Office (lSO) Commercial
General Liability Coverage Form and include insurance for "bodily injury,"
"property damage" and "personal and advertising injury" with coverage for
premises and operations (including the use of owned and non-owned
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equipment), products and completed operations, hangar keepers liability
and contractual liability (including, without limitation, indemnity obligations
under the Contract) with limits of liability of not less than the following:
$10,000,000 per occurrence for bodily injury and property damage
$1,000,000 per occurrence for personal and advertising injury
$10,000,000 aggregate for products and completed operations
$ 1 0,000,000 general aggregate
(ii) COMMERCIAL AUTOMOBILE LIABILITY insurance which shall be at
least as broad as the most current version of lnsurance Service Office
(lSO) Business Auto Coverage Form CA 00 01, and include coverage for
all owned, hired, and non-owned automobiles or other licensed vehicles
(Code 1 - Any Auto) with limits of liability of not less than $10,000,000 per
accident for bodily injury and property damage.
(¡¡¡) LICENSEES' POLLUTION LIABILITY insurance with limits not less than
$2,000,000 per occurrence or claim; and, $4,000,000 general aggregate
per annual policy period.
(iv) WORKERS'COMPENSATION insurance as required under the California
Labor Code.
(v) EMPLOYERS' LIABILITY insurance with limits of liability of not less than
$1,000,000 each accident, $1,000,000 disease policy limit and
$1,000,000 disease each employee.
ln the event Licensee purchases an Umbrella or Excess insurance policy(ies) to
meet the minimum limits of insurance set forth above, this insurance policy(ies)
shall "follow form" and afford no less coverage than the primary insurance
policy(ies).
Licensee shall be responsible for payment of any deductibles contained in any
insurance policies required hereunder and Licensee shall also be responsible for
payment of any self-insured retentions. Any deductibles or self-insured retentions
must be declared to, and approved by, the City's Risk Manager or his/her
designee. At the option of the City's Risk Manager or his/her designee, either (i)
the insurer shall reduce or eliminate such deductibles or self-insured retentions
as respects City, its officers, officials, employees, agents and volunteers; or (ii)
Licensee shall provide a financial guarantee, satisfactory to City's Risk Manager
or his/her designee, guaranteeing payment of losses and related investigations,
claim administration and defense expenses. At no time shall City be responsible
for the payment of any deductibles or self-insured retentions.
All policies of insurance required hereunder shall be endorsed to provide that the
coverage shall not be cancelled, non-renewed, reduced in coverage or in limits
except after 30 calendar day written notice has been given to City. Upon
issuance by the insurer, broker, or agent of a notice of cancellation, non-renewal,
or reduction in coverage or in limits, Licensee shall furnish City with a new
certificate and applicable endorsements for such policy(ies). ln the event any
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policy is due to expire during the work to be performed for City, Licensee shall
provide a new certificate, and applicable endorsements, within a reasonable time
upon renewal.
The Aviation Liability and Automobile Liability insurance policies shall be written
on an occurrence form. The Contractors Pollution Liability insurance policy shall
be written on either an occurrence form, or a claims-made form. The Aviation
Líability, Automobile Liability and Contractors Pollution Liability insurance policies
shall name city, its officers, officials, agents, employees and volunteers as an
additional insured. All such policies of insurance shall be endorsed so
Licensee's insurance shall be primary and no contribution shall be required of
City. The coverage shall contain no special limitations on the scope of protection
afforded to city, its offlcers, officials, employees, agents and volunteers. lf
Licensee maintains higher limits of liability than the minimums shown above, City
requires and shall be entitled to coverage for the higher limits of liability
maintained by Licensee. Should any of these policies provide that the defense
costs are paid within the Limits of Liability, thereby reducing the available limits
by any defense costs, then the requirement for the Limits of Liability of these
polices will be twice the above stated limits. The Aviation Liability insurance
policy shall also name the City, it's officers, officials, agents, employees and
volunteers as additional insureds for all ongoing and completed operations.
coverage shall be maintained by the Licensee in an amount not less than
$4,000,000 for sudden and accidental pollution, and cleanup costs, to the extent
required by Applicable Laws, arising from Licensee's activities under the
Agreement. Licensee may provide for reasonable limits of self-insurance against
environmental liability risks in lieu of obtaining coverage by a third-party
insurer. All amounts paid to the city by Licensee on account of any self-
insurance program shall be deemed insurance proceeds for purposes of this
Agreement. To the extent Licensee self-insures as to environmental liability, the
protections afforded the City by the Licensee shall be the same as if insurance
were provided by a third-party insurer based on commonly available,
commercially reasonable terms for such insurance based on Licensee's activities
under the Agreement, and Licensee shall have all the obligation and liabilities of
a typical third-party insurer (e.9. obligation to provide a defense for covered
claims).
The workers' compensation insurance policy shall contain, or be endorsed to
contain, a waiver of subrogation as to CITY, its officers, officials, agents,
employees and volunteers.
Licensee shall furnish City with all certificate(s) and applicable endorsements
effecting coverage required hereunder. All certificates and applicable
endorsements are to be received and approved by the city's Risk Manager
or his/her designee prior to Gity's execution of the contract and before
work commences. upon 15 days prior written request from city to Licensee, A
City representative shall be allowed to review Licensee's insurance policy(ies) at
Licensee's headquarters located at 1030 Delta Blvd., Atlanta, GA. A Delta Risk
Management member shall at all times be allowed to supervise said review of
Licensee's insurance policy(ies) will in no event be allowed off company
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3.
premises and no copies of any policy(ies) shall be allowed. This requirement
shall survive expiration or termination of this Agreement.
lf at any time during the life of the Agreement or any extension, Licensee fails to
maintain any required insurance in full force and effect, all Licensee activities
hereunder shall be discontinued immediately, until notice is received by City that
the required insurance has been restored to full force and effect and that the
premiums therefore have been paid for a period satisfactory to City. Any failure to
maintain the required insurance shall be sufficient cause for City to terminate this
Contract. No action taken by City hereunder shall in any way relieve Licensee of
its responsibilities under this License.
The fact that insurance is obtained by Licensee shall not be deemed to relicense
or diminish the liability of Licensee, including, without limitation, liability under the
indemnity provisions of this Agreement. The duty to indemnify City shall apply to
all claims and liability regardless of whether any insurance policies are
applicable. The policy limits do not act as a limitation upon the amount of
indemnification to be provided by Licensee. Approval or purchase of any
insurance contracts or policies shall in no way relieve from liability nor limit the
liability of Licensee, its principals, officers, agents, employees, persons under the
supervision of Licensee, vendors, suppliers, invitees, consultants, sub-
consultants, subcontractors, or anyone employed directly or indirectly by any of
them.
lf Licensee should be authorized by City to sublicense all or any portion of the
premises Licensee shall require each sublicense to provide insurance protection
in favor of City, its officers, officials, employees, agents and volunteers in
accordance with the terms of each of the preceding paragraphs, except that the
sublicense's certificates and endorsements shall be on file with Licensee and
City prior to the commencement of any sublicense.
ln the event of any conflict between the body of this Amendment No. 1 and any Exhibit or
Attachment hereto or document referenced herein, the terms and conditions of the body of
this Amendment No. 1 shall control and take precedence over the terms and conditions
expressed within the Exhibit, Attachment or document referenced. Furthermore, any terms
or conditions contained within any Exhibit, Attachment hereto or document referenced herein
which purport to modify the allocation of risk between the parties, provided for within the
body of this Amendment No. 1, shall be null and void.
All capitalized terms not othenruise defined herein shall have the meaning ascribed to such
terms in the Agreement.
Except as amended herein, the Original License shall be and remain in full force and effect.
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lN WITNESS WHEREOF, Licensee has caused this Amendment No. 1 to be executed by its
duly authorized officer, and City has caused the same to be executed by its duly authorized
person(s)/officer(s), all as of the day and year first above written.
CITY OF FRESNO, CALIFORNIA
A Municipal Corporation
Address for Notice:
City of Fresno
Airports Department
4995 E. Clinton Way
Fresno, CA 93727
ATTEST:
Yvonne Spence, CMC
City Clerk
APPROVED AS TO FORM:
Douglas T. Sloan
City
(CFO, Treasurer, Secretary
Assistant Secretary)
Atlanta, GA 30354
Phone: (404)715-2600
(Board Chair,
President)
President or Vice
Deputv vtrco W:;9, 3#,îJ;flîjlü;',ï'0|FF,"",.
nda Freeman, Deputy Date
R. Meikle,
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