HomeMy WebLinkAboutC2025-219 - 7/29/2025 - Approved Docusign Envelope ID:813FOCFB-F134-44E8-BA70-FCC588504379
AIR SERVICE AGREEMENT
This Air Service Agreement(this"Agreement") is made and entered into by and between Frontier Airlines, a
Colorado company with its principal offices at 4545 Airport Way, Denver, CO 80239 ("Frontier"), and the
Corpus Christi B Corporation("B Corporation").
WHEREAS,it is of mutual interest and benefit to Frontier and Entity for Frontier,a certified Part 121 air carrier,
to operate twice-weekly scheduled round-trip passenger flights between Corpus Christi,TX(CRP)and Denver,
CO(DEN);
WHEREAS the governing body for Entity finds that providing new Air Service from Corpus Christi to Denver,
will stimulate business and commercial activity within the City of Corpus Christi and serve a public purpose that
benefits the public interests;and
WHEREAS,Entity seeks to provide specific economic incentives to Frontier via funds from a U.S.Department
of Transportation Small Community Air Service Development grant, and Frontier has agreed to operate the
flights,subject to the terms and conditions set forth in this Agreement;
NOW,THEREFORE, in consideration of the mutual obligations and undertakings set forth herein,the parties
agree as follows:
1. Scheduled Flights.
Beginning October 9, 2025 (the "Service Commencement Date"), Frontier will operate twice weekly
(Thursdays and Sundays), scheduled DEN-CRP-DEN (Denver, Colorado—Corpus Christi, TX - Denver,
Colorado)air service utilizing Airbus A320neo configured for 186 passengers in single-class seating. The
departure and arrival times will be scheduled to maximize revenue generation and may be modified
periodically by Frontier in accordance with its customary scheduling procedures and operational
requirements. Frontier shall consider and,when practical,make changes to schedules that are proposed by
ENTITY. ENTITY will be notified of the schedule and all changes to the schedule as and when finalized
by Frontier.Notification of changes shall be greater than seventy-two(72)hours from first departure under
such changed schedule.
For purposes of this Agreement,
(i) round-trip flights between DEN and CRP (being, DEN-CRP-DEN) are referred to as "Round-Trip
Flights",
(ii)each one-way flight between CRP and DEN(originating at either CRP or DEN)(consisting of one take
off and one landing operating on a given date)is referred to as a"One-Way Flight",
(iii)generically,Round-Trip Flights between CRP and DEN and One-Way Flights between CRP and DEN,
are herein referred to as"Flights",
(iv)the DEN-CRP-DEN route is herein, referred to as a"Market" and collectively,are referred to as,the
"Markets",
(v)an aircraft takeoff for each One-Way Flight,is herein referred to as a"Departure",and
(vi)a"business day"means a day other than a Saturday or Sunday on which the banks in Corpus Christi,
TX,and Denver,CO are open for the transaction of business of the type required by this Agreement,
(vii)"Revenue Calculations" include any and all information used to calculate the revenue guarantee and
any subsequent payment under sections 8 and 9 of this agreement.
2. Passenger Services.
The Flights will operate with Frontier's normal pre-flight and in-flight passenger services. These services
include goods and services made available for a fee or charge paid to Frontier by or on behalf of the
passenger receiving the service.
3. Pricing, Promotion, Booking and Sales.
Frontier will use its reasonable commercial judgment in setting and/or revising seat inventory allocations
and retail fare levels offered on the Flights with the objective of maximizing revenue through maximization
1
SCANNED
Docusign Envelope ID:813FOCFB-F134-44E8-BA70-FCC588504379
of the number of passengers on each Flight, in a manner consistent with Frontier's established retail sales
strategy as determined from time to time.
Frontier will offer on its website(www.flyfrontier.com),and in other sales channels used by Frontier,Flights
in the Markets on a co-equal basis with Frontier's other scheduled service flights but will not be obligated
to engage in other sales, marketing or promotional activity relating to the Flights. Subject to the
requirements of Section 5 of this Agreement, ENTITY shall be free to engage in such marketing and/or
promotional activity relating to the Flights as it sees fit,at ENTITY's sole expense. Collection of passenger
payments, passenger reservation changes, cancellations, and all other aspects of individual passenger
transactions,including,but not limited to,baggage fees,seat assignments,change fees,airport baggage sales
and fees, will be handled in accordance with Frontier's normal practices and policies and the terms of its
contract of carriage,which shall apply to all Flights in the Markets.
4. Term and Termination.
This Agreement shall be effective upon final approval by Corpus Christi B Corporation and execution by
the designee("Effective Date")and shall remain in full force until August 16,2026,unless terminated earlier
in accordance with the provisions of this Agreement.
At ENTITY's discretion and with written notice to Frontier, the contract can be extended with the same
terms for an additional year,thus extending the agreement effective until August 15,2027.
This Agreement may be terminated by the party specified below(after having given any applicable notice
specified below)upon the happening of any of the following events:
a. By Frontier, if(i) Frontier is unable to obtain the governmental or other approvals necessary to
commence the Flights in the Markets or if Frontier reasonably determines, in its sole discretion,
that the operating facilities at DEN or CRP are inadequate for Frontier to commence service;or(ii)
ENTITY fails to make any payment when due and does not make such payment within fifteen(15)
days after written notice or demand thereof;
b. By either Frontier or ENTITY,if the other party is in breach or default under any provision of this
Agreement and such other party does not cure such breach or default within five(5)days after the
non-breaching or non-defaulting party gives written notice to the other party specifying the breach
or default.
c. By either Frontier or ENTITY if future sales are not meeting expectations no later than sixty(60)
days prior to the inaugural Flight. Frontier shall provide ENTITY with information necessary in
order to make a reasonable determination regarding sales expectations at least seventy-four(74)
days prior to the inaugural flight.
d. By mutual agreement by ENTITY and Frontier,with or without cause,upon not less than seventy-
five days' prior written notice. The effective date of termination shall be stated in such written
notice of termination but not earlier than seventy-five(75)days following such written notice. If
terminated with at least seventy-five (75) day notice, no payment is required of ENTITY. By
Frontier, with or without cause, upon not less than forty-five (45) days' prior written notice to
ENTITY.The effective date of termination shall be stated in such written notice of termination but
not earlier than forty-five(45)days following such written notice.If Frontier desires to terminate
flights within forty-five(45)days,then they may do so by providing written notice of termination
to ENTITY but not requiring ENTITY to pay costs incurred for each scheduled departure.
A termination pursuant to Section 4 a (ii) or Section 4 b shall not limit the non-breaching or non-
defaulting party's right to pursue or enforce any of its rights under this Agreement or otherwise. The
provisions of Section 15 below shall also govern the parties' respective rights and obligations in the
instance of termination or expiration of this Agreement.
5. Advertising and Promotional Materials.
ENTITY will request Frontier's written consent prior to any use by ENTITY(or by any agent,representative
or contractor of ENTITY) of Frontier's name or logo in any advertising, promotion or other material
2
1
Docusign Envelope ID:813FOCFB-F134-44E8-BA70-FCC588504379
intended to solicit participation in one or more Flights, including but not limited to all such advertising,
promotion and other material that may be disseminated electronically. Frontier's consent to such use will
not be unreasonably withheld or delayed. Each party shall retain responsibility and liability for the content
of all advertising,promotional and other materials that it disseminates,including responsibility and liability
for any noncompliance with laws, rules, regulations or policies administered by the U.S. Department of
Transportation(DOT).
6. Operational Authority.
The Flights will be conducted under the authority of Frontier's air carrier certificate and operations
specifications issued by the Federal Aviation Administration (FAA)and its domestic certificate of public
convenience and necessity issued by the DOT. Operation of each Flight is subject to applicable laws and
the rules,regulations and policies of the FAA,the DOT,the Transportation Security Administration(TSA),
and all other cognizant governmental agencies,as such may be amended from time to time. Frontier will at
all times have exclusive operational control of each Flight. Except as otherwise stated in this Agreement,
all Flights will be operated under the Frontier Terms and Conditions and as all Frontier scheduled service
flights.
7. Irregular Operations
If in Frontier's regular course of business a need arises to cancel and not reschedule a flight,then Frontier
will follow normal company procedures in selecting flights and notifying any reaccommodating passengers.
Any flights that are cancelled and not rescheduled will be removed from the revenue reconciliation totals
described below.
8. Revenue Guarantee.
As an inducement to cause Frontier to enter into this Agreement and maintain a schedule of twice weekly,
scheduled DEN-CRP-DEN (Denver, CO - Corpus Christi, TX- Denver, CO) Flights, ENTITY hereby
guarantees to Frontier that each Departure in each Market in a calendar quarter will produce no less than a
specified level of Total Departure Revenue for each Departure as set forth in Schedule A (for the DEN-
CRP-DEN Flights)(herein,each a"Schedule"and collectively,the"Schedules"and the specified level of
Total Departure Revenue therein,is hereinafter referred to as the"Minimum Departure Revenue"),attached
hereto.
For purposes of this Agreement, the determination of whether the Minimum Departure Revenue for a
Market has or has not been achieved in any calendar quarter, will be performed quarterly with respect to
operations in the prior one(I)quarter(as set forth in Section 9 below)and will be based on:
(i)Calculation of the"Actual Departure Revenue" for each Departure. The"Actual Departure Revenue"
for each Departure shall be the sum of (A)the total gross airfare amount paid by passengers in connection
with the applicable Departure including fees for carry-on bags, checked bags, seat selection, priority
boarding such as"Board First", flight flexibility,carrier interface or booking charges, and any charges to
passengers related to fuel,(B)non-airfare in-flight revenue for the applicable Departure excluding on-board
sales of drinks, snacks, and items sold by flight attendants, (C) the third-party ancillary revenue that is
derived from the sale of travel products and services to the passengers on the applicable Departure,and(D)
less any taxes,impositions,and duties included within items(A)through(C);
(ii)Determining the"Average Departure Revenue"for the Market.The"Average Departure Revenue"for
a Market shall be the average or mean (being, the total of all Actual Departure Revenue divided by the
number of Departures in the Market) of all Actual Departure Revenue for the Market during such prior
calendar quarter(such average Total Departure Revenue for the Market,the"Average Departure Revenue");
and then,
(iii) Comparing the Average Departure Revenue for the Market for a calendar quarter to the Minimum
Departure Revenue for such Market and calendar quarter and complying with the applicable Schedule for
such Market with respect to amounts payable by Entity to Frontier.The parties hereby agree to the payment
provisions specified in each Schedule. However, notwithstanding anything in this Agreement to the
contrary, the maximum total payments made by ENTITY shall not exceed $394,747 for the guarantee
period, and up to $6,568 per trip. The payments hereunder shall be made via grant payments through the
3
Docusign Envelope ID:813FOCFB-F134-44E8-BA70-FCC588504379
Entity and shall be paid solely from lawfully available funds that the Entity has appropriated. Under no
circumstances shall the Entity's obligations hereunder be deemed to create any debt within the meaning of
any constitutional or statutory provision.
9. Revenue Reconciliation and Payment.
Within the first thirty (30) days of each one (1) quarter period and with respect to operations in the
immediately prior one(1)quarter(such prior one(1)quarter period,the"Settlement Period"),Frontier will
prepare and issue the calculations/reconciliations called for in Section 8 above and Frontier will issue a
statement to ENTITY reflecting the Average Departure Revenue and the Minimum Departure Revenue.
Should the Average Departure Revenue be less than the Minimum Departure Revenue in a given Settlement
Period,the statement shall specify that difference per flight,the total number of flights in the quarter,and
the total amount owed by Entity to Frontier(the difference in Average and Minimum Departure Revenue
multiplied by the number of flights in the quarter)other pursuant to the applicable Schedule. Should the
Average Departure Revenue be greater than the Minimum Departure Revenue in a given Settlement Period,
Entity shall not owe any amount to Frontier for that Settlement Period.The Entity shall make such payments
as are reflected in such statements no later than by the thirtieth(30th)day after ENTITY receives the Frontier
statement. ENTITY shall have the right,upon providing at least five(5)business days'prior written notice
to Frontier, to conduct at ENTITY's sole expense, an audit (limited only to the Revenue Calculations
pertaining to Flights)which must be conducted with respect to a Settlement Period no later than within sixty
(60) days after receipt of the Frontier statement for such Settlement Period. Frontier further agrees to
provide quarterly reports to ENTITY with certain information in accordance with its guidelines.
10. Indemnity.
Frontier agrees to defend, indemnify and hold harmless ENTITY and its respective officers, directors,
employees and affiliates from and against any and all claims, damages, liabilities, losses, proceedings,
judgments,costs and expenses(including,without limitation,reasonable attorney's fees)arising solely and
directly out of the(i)negligence or misconduct of Frontier with respect to the operation of the Flights during
the term of this Agreement,(ii)breach or non-compliance by Frontier(during the term of this Agreement)
with its obligations under this Agreement, and/or(iii)breach or non-compliance by Frontier(during the
term of this Agreement) with applicable law, rule or regulation pertaining to this Agreement and its
performance hereunder. This indemnity shall survive the expiration or termination of this Agreement.
11. Force Majeure.
Notwithstanding any other provision of this Agreement,the operation of any Flight is subject to,and neither
party shall be liable for, loss, injury, damage or delay in performance of their respective obligation and
undertakings hereunder caused by or resulting from any of the following:Act of God; seizure under legal
process;sanction;quarantine restriction;fire;fog; flood;weather conditions;unavailability of gate space;
airport closure; failure or refusal on the part of any government or governmental agency to timely issue
required approvals,clearances,permits or operating authority,or rescission or revocation thereof;damage
to or destruction of flight equipment;mechanical difficulties or breakdowns;unavailability of fuel;riots or
civil commotions;strikes,lockouts or labor disputes(whether between a party and its employees or between
other parties);U.S.military or airlift emergency,or substantially expanded U.S.military airlift requirement
as determined by the U.S. Government,which results in unavailability of aircraft; activation of the U.S.
Civil Reserve Air Fleet;war or hazard or danger incident to a state of war;or any other act,matter or thing,
whether or not of similar nature,beyond the control of a party and which prevents,delays or interrupts the
furnishing,operation or performance of such transportation or hotel accommodation,as applicable to a party
(individually and collectively,force majeure). In the event force majeure causes cancellation of a Flight,
Frontier shall refund to passengers the amount paid to the extent neither the originally intended nor any
alternate transportation is provided to them. Frontier may,but does not assume the duty to,accommodate
passengers affected by a force majeure on another Frontier flight. In the event,an event of force majeure
adversely affects a party's performance hereunder for more than thirty (30) consecutive days, the party
whose performance is not affected by such event shall have the right to terminate this Agreement upon
written notice to the affected party.
12. Notices and Communications.
4
Docusign Envelope ID:813FOCFB-F134-44E8-BA70-FCC588504379
All notices, demands, requests, consents and approvals by the parties to this Agreement shall be
communicated between Frontier and ENTITY in writing, and delivered by hand, by reputable overnight
courier service, or by electronic transmission; provided, that in the case of delivery by electronic
transmission, the communication shall be deemed received only upon written confirmation of delivery,
including automated electronic confirmation. All such communications shall be addressed as follows:
To Frontier:
Frontier
Attn:EVP,Legal and Corporate Affairs
4545 Airport Way,Denver,CO 80239
Email Address:contract_notices@flyfrontier.com
With copy to:
Frontier
Attn:Manager,Network Planning
4545 Airport Way,Denver,CO 80239
Email Address:andrew.anglum@flyfrontier.com
To ENTITY:
Entity
Corpus Christi B Corporation
1201 Leopard Street
Corpus Texas,Texas 76401
13. Effect of Termination.
a. Any termination or expiration of this Agreement shall not affect the parties' respective rights and
obligations which have accrued prior to the effective date of such termination, including,without
limitation,ENTITY's obligation to pay Frontier all amounts owing to Frontier as of the effective
date of such expiration or termination;
b. In the event of any termination or expiration of this Agreement for any reason,each party shall pay
the other party all amounts owed by such party as of the effective date of expiration or termination,
in accordance with the provisions of this Agreement,within five(5)business days after receipt of
an invoice from the other party entitled to such amounts.
14. Governing Law. Any disputes between the parties hereto with respect to any matters in, arising out of or
relating to this Agreement shall be determined in Corpus Christi,Nueces County,Texas,USA,and shall be
governed by the laws of the state of Texas,USA. Both parties hereby consent irrevocably to the jurisdiction
of said courts for said purpose.
15. Assignment. No party may assign this Agreement or any interest herein without obtaining the prior written
consent of all of the other parties.
16. Entire Agreement and Amendments. This Agreement supersedes all prior communications, agreements,
representations and understandings between and among the parties,oral or written,with respect to the same
subject matter, and fully sets forth the understanding of the parties. To the extent consistent with this
Agreement,the terms,provisions and conditions of Frontier's Contract of Carriage as currently published
on Frontier's website (www.flyfrontier.com) are incorporated herein with the same force and effect as if
fully set forth herein and shall be applicable to all passengers who fly on the Flights. This Agreement may
not be amended or changed except by written amendment executed by the parties hereto.
17. Expenses. Each party to this Agreement agrees to be responsible for its own costs, expenses and charges
(including, without limitation, legal fees, advisory fees and accounting fees) in connection with the
preparation of this Agreement and the transactions contemplated hereunder.
18. Counterparts, Delivery by email. This Agreement may be executed(by email or otherwise) in counterparts,
each of which shall be deemed an original,and which together shall constitute one instrument.Delivery of
5
Docusign Envelope ID:813FOCFB-F134-44E8-BA70-FCC588504379
an executed counterpart of this Agreement or of any other documents in connection with this Agreement by
digital, email or facsimile transmission will be deemed as effective as delivery of an originally executed
counterpart. Any party delivering an executed counterpart of this Agreement or other document by digital,
email or facsimile transmission will also deliver an originally executed counterpart, but the failure of any
party to deliver an originally executed counterpart of this Agreement or such other document will not affect
the validity or effectiveness of this Agreement or such other document.
19. Severability. If a provision of this Agreement is or becomes illegal,invalid or unenforceable in any jurisdiction,
the parties agree to consult each other in good faith for an agreed period of time and to take such reasonable
steps as the parties are able to take to mitigate or remove such event or circumstance and further, such
illegality, invalidity or unenforceability will not affect the legality, validity or enforceability in that
jurisdiction of any other provision of this Agreement or the legality,validity,or enforceability in any other
jurisdiction of that or any other provision of this Agreement.
20. Confidentiality. To the fullest extent permitted by law,the parties shall keep the financial terms and all other
terms and conditions of this Agreement,strictly confidential and shall not disclose such information to any
third party unless required by applicable law, including the Texas Public Information Act, legal process or
as may be necessary to enforce,or defend the enforcement of,this Agreement. In addition,each party(the
"Receiving Party")agrees to hold in strict confidence all confidential and proprietary information, either
designated by the party disclosing such information to the other party (the"Disclosing Party")as such or
under reasonable circumstances to be considered as such,whether in written, oral or other form,which it
received from the Disclosing Party prior to,or in the course of,this Agreement(collectively, "Confidential
Information"). Each party further agrees to use the Confidential Information solely to perform or to exercise
its rights under this Agreement, and at a minimum to take all measures necessary to protect against the
disclosure or use of the Confidential Information as it takes to protect its own proprietary or confidential
information(but in any case no less than reasonable measures). Confidential Information includes,without
limitation,(i)the terms of this Agreement,(ii)flight and accommodations booking information related to
the Flights,and(iii)revenue amounts,sources,and allocations.Either party may disclose the other parry's
Confidential Information in response to law,regulation or a valid court order or other governmental action,
provided that(a)the Disclosing Party is notified in writing prior to disclosure of the information, and(b)
the Receiving Party assists the Disclosing Party, at the Disclosing Parry's expense, in any attempt by the
other to limit or prevent the disclosure of the Confidential Information.
IN WITNESS WHEREOF,the parties have caused this Agreement to be signed by their duly authorized
representatives as of the date first above written.
Frontier
Signed the 26th day of September 2025
By:
Howard Diamond
Title: GenerLC�Rnf �I
Signature:� ntawtoln,t.
B83468E8165E49B...
Attest:
"—Signed by:
Naame::'1<ar"''fy yDo..Martin
Title: Contract Administrator
6
Docusign Envelope ID:813FOCFB-F134-44E8-BA70-FCC588504379
Entity: 'L
Signed the ZO�j day of V�l r-, 2025
By: Pesiv✓ Z G•vvh j
Title: r.- Mc" 0-
Signature:
Attest: 11201_012L3 AUTHORIZED
BY COUNCIL A __211
City ecretary
Approved as to form: ° / O 2c
B Ct ei c
Y t/7t
Assistant City Attorney
For City Attorney - 41
7
Docusign Envelope ID:813FOCFB-F134-44E8-BA70-FCC588504379
Schedule A
Minimum Departure Revenue
Applicable to Frontier aircraft(Airbus A320neo with 186 seat configuration):
Minimum Departure Revenue-$20,239
Revenue guarantee per departure from Corpus Christi(CRP)to Denver(DEN)-$6,568
Revenue guarantee per departure from Denver(DEN)to Corpus Christi(CRP)-$6,568
8