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HomeMy WebLinkAbout18887 ORD - 06/18/1985AN ORDINANCE AUTHORIZING THE EXECUTION OF A LEASE RENEWAL WITH TEXAS NATIONAL AIRLINES, INC. FOR THE OPERATION OF AIR TRANSPORTATION SERVICE AT CORPUS CHRISTI INTERNATIONAL AIRPORT FOR A PERIOD OF EIGHT MONTHS EFFECTIVE JUNE 1, 1985; AND DECLARING AN EMERGENCY. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. That the City Manager is hereby authorized to execute a lease renewal with Texas National Airlines, Inc. for the operation of air transportation service at Corpus Christi International Airport for a period of eight months effective June 1, 1985, all as more fully set forth in the lease renewal, a substantial copy of which is attached hereto and made a part hereof, marked Exhibit "A". SECTION 2. That upon written request of the Mayor or five Council members, copy attached, to find and declare an emergency due to the need of executing the abovementioned lease renewal at the earliest practicable date, such finding of an emergency is made and declared requiring suspension of the Charter rule as to consideration and voting upon ordinances or resolutions at three regular meetings so that this ordinance is passed and shall take effect upon first reading as an emergency measure this the 18th day of June, 1985. ATTEST: 81116° C t Secretary MAYOR THE CIT F CORPUS CHRISTI, TEXAS APPROVED: igthi DAY OF JUNE, 1985 Jay Doegej ' .istan'\ ;e 'ttorney 03P.040.01 own MICROFILMED • • AIRPORT LEASE AGREEMENT This Agreement made and entered into by and between the City of Corpus Christi, Texas, a municipal corporation under the laws of the State of Texas, (hereinafter the "City"), and Texas National Airlines, formerly Border Airlines, Inc., a corporation organized and existing under the laws of the State of Texas, (hereinafter the "Lessee"); WITNESSETH: WHEREAS, the City is the owner and operator of the Corpus Christi International Airport, located in Corpus Christi, Nueces County, Texas (hereinafter the "Airport"); WHEREAS, Lessee is engaged in the business of transporting persons, property and mail by air and desires to obtain certain rights, services and privileges in connection with the use of the Airport and its facilities; and WHEREAS, the City is willing to grant unto Lessee certain rights, services and privileges in connection with the use of the Airport and its facilities in accordance with the following terms and conditions; NOW, THEREFORE, for and in consideration of the premises, rentals and mutual covenants and agreements contained herein, the City and Lessee agree as follows: ARTICLE I - PREMISES A. USE OF THE AIRPORT. The City grants to Lessee the right to use, in common with others authorized to do so, the Airport and appurtenances, together with all facilities, equipment, improvements and services which have been or may hereafter be provided at or in connection with the Airport for common use in the operation of a transportation system by aircraft for the carriage of persons, property, cargo, mail and related purposes (hereinafter referred to as "Air Transportation"), which use, without limiting the generality thereof, shall include: (1) The landing, taking off, loading and unloading of aircraft and only such incidental repairing, maintaining, conditioning, servicing, parking or storage of aircraft or other equipment as is reasonably necessary to operate Lessee's Air Transportation schedules or the Air Transportation schedules of other scheduled carriers at the Airport. (Loading and unloading of aircraft, repairing, maintaining, conditioning, servicing, parking, or storage of aircraft or other equipment may be performed by Lessee for other users of the Airport upon such terms, conditions, and such reasonable additional fees as may be established by the City.) (2) The loading and unloading of persons, property and mail at said Airport by such motor vehicles or other means of conveyance as Lessee may desire or require in the operation of its Air Transportation Ex. A • (3) system, with the further right to designate the particular carrier or carriers who shall or may transport Lessee's employees, passengers, and their luggage if such transportation is provided at the sole expense of Lessee. The purchase at said Airport of Lessee's requirements of gasoline, fuel, lubricating oil, grease, food, miscellaneous passenger supplies, and any other materials and supplies from any person or company of Lessee's choice, and the making of agreements with any person or company of Lessee's choice for work to be done for Lessee at said Airport. (4) The servicing by Lessee, or its suppliers, at convenient locations of aircraft and other equipment, by truck or otherwise, with gasoline, oil, grease and any other fuel or other supplies required by Lessee. (5) The training at the Airport of personnel in the employ of or to be employed by Lessee and the testing of aircraft and other equipment, it being understood that such training and testing shall be incidental to use of the Airport. (6) The installation and operation of identifying signs at the Airport, the general type, location, and design of such signs to be subject to the approval of the City's Airport Director, such approval not to be arbitrarily withheld. (7) The installation, maintenance and operation of such radio, communication, meteorological and aerial navigation equipment and facilities in, on and about the Airport as may be necessary or convenient in the opinion of the Lessee for its operations; provided that the location of such equipment and facilities shall be subject to the approval of the City's Airport Director, which approval shall not be arbitrarily withheld. B. LEASED PREMISES. City hereby leases to Lessee and Lessee hereby leases from City for Lessee's EXCLUSIVE use, the following described property: A Ticket Counter Area consisting of 80 square feet located at the passenger terminal building at the Airport and more fully described by Exhibit "A" attached hereto and incorporated herein by reference. Provided, however, said Ticket Counter Area's use shall be NON-EXCLUSIVE if during any calendar month during the term hereof no landing fees are incurred or paid by Lessee and this lease has not terminated. City hereby leases to Lessee and Lessee hereby leases from City for Lessee's NON-EXCLUSIVE use, the following described property: A Baggage Claim Area consisting of 3,744 square feet located within the passenger terminal at the Airport and 4,150 03P.040.01 square feet of covered conveyor system which are more fully described on Exhibit "A" attached hereto and incorporated herein by reference. Lessee may use said leased premises hereunder subject to reasonable rules and regulations of the City as to the use of such space and facilities, for any or all purposes in connection with or incidental to its Air Transportation services. C. PARKING SPACE. The City will provide parking spaces for employees of Lessee in the terminal complex areas. The City or its agents may charge such employees a reasonable fee in connection therewith, which fee shall be based upon amortization of City's capital cost and the City's maintenance and operating expenses for such parking facilities. D. RIGHT OF INGRESS AND EGRESS. Lessee shall have the right of ingress to, and egress from, the premises and facilities referred to in Article I, Sections "A" and "B" above for Lessee, its employees, agents, patrons, suppliers of materials, furnishers of services, its equipment, vehicles, machinery or other property, without charge to Lessee, its employees, agents, patrons, suppliers of materials, or furnishers of services or their property except as provided in Article V herein. ARTICLE II - TERM The term of this Agreement shall be for a period of eight months beginning on the 1st day of June, 1985, and ending on the 31st day of January, 1986, unless sooner terminated as hereinafter provided. In the event that Lessee should discontinue Air Transportation service at the Airport prior to the expiration of this Agreement, rentals for the non-exclusive space shall continue until such time as the City is able to re -lease said space to another Air Transportation carrier satisfactory to the City or the term of this Agreement expires, whichever event occurs first; provided, however, that in no event shall the rentals continue under such circumstances for a period longer than twelve (12) months. This provision shall not apply to any discontinuation of services pursuant to Article XIII herein. ARTICLE III - RENTALS AND FEES A. RENTALS AND FEES. Lessee agrees to pay to the City for the use of the premises, facilities, rights, licenses, services and privileges granted hereunder, rentals in the following amounts per square foot per annum: June 1, 1985 August 1, 1985 SPACE to to July 31, 1985 January 31, 1986 TICKET COUNTER SPACE 13.13 13.78 BAGGAGE CLAIM AREA Interior Baggage Claim Space 12.08 12.68 Covered Conveyor System 7.35 7.72 03P.040.01 Provided that the rentals for the Baggage Claim Area shall be apportioned and shared by all Air Transportation companies utilizing this area based upon the following formula: Twenty percent (20%) of the total rental due shall be shared equally by all users of the area and Eighty percent (80%) of the total rental due shall be assessed to each user of the area based upon its total monthly enplanements as a percentage of total monthly enplanements by all such users. (Any amounts received by the City for the Baggage Claim Area by non-scheduled charter air carriers shall be credited to the total rental for Baggage Claim in the month received.) Lessee further agrees to pay to the City LANDING FEES in the sum of $0.700 per 1,000 pounds of approved maximum gross landing weight of each aircraft used by Lessee in arrivals at the Airport as shown by Lessee's actual number of arrivals, whether scheduled or not. B. REPORTS. The Lessee shall report to the City, not later than the fifth day of each month, the Lessee's actual number of arrivals at the Airport for the preceding calendar month. The number of arrivals so scheduled multiplied by the applicable approved maximum gross landing weight for each type of aircraft shall determine the weight for which the Landing Fee payments shall be made. The term "approved maximum gross landing weight" for any aircraft as used herein, shall be the maximum gross landing weight according to the applicable flight manual approved by the Federal Aviation Administration for landing such aircraft at the Airport. The monthly report shall also include the number of total passengers enplaned during the preceding month, which figures shall be used in calculating the Lessee's share of certain rentals as provided herein. C. REMITTANCE. Lessee agrees to remit and pay unto the City the rentals for the Baggage Claim Area, and the Landing Fees monthly within thirty (30) days from the date of invoice therefor. In the event that the reports required in subsection B above are not submitted by the Lessee by the fifth day of each month as specified, the thirty (30) day payment period provided herein for the affected monthly billing shall be reduced by the number of days of such delinquency. All remittances under this Agreement shall be made payable to the City of Corpus Christi and directed to the care of the Airport Director, Corpus Christi International Airport, Route 2, Box 902, Corpus Christi, Texas 78410, or to such other address as the City may designate to the Lessee in writing. In the event that Lessee becomes delinquent in the payment of any of the rentals or fees due hereunder, Lessee shall pay a late payment charge equal to one and one-half percent of the delinquent payment. Past due rental or fees payments shall bear interest at the rate of ten percent (10%) per annum. In the event that the commencement or termination of the term of this Agreement with respect to any of the particular premises, facilities, rights, licenses, services and privileges as herein provided falls on any date other than the first or last day of a calendar month, the applicable rentals, fees and 03P.040.01 charges for that month shall be paid for said month pro rata according to the number of days in that month during which said particular premises, facilities, rights, licenses, services and privileges were enjoyed. D. LANDING FEE ADJUSTMENT. The Landing Fees shall be adjusted annually to cover the City's actual costs for the airfield operations at the Airport in accordance with the following procedure: 1. On or before March 15 of each year, Lessee agrees to furnish to the City a written estimate of the total maximum gross landing weights to be landed at the Airport during the succeeding year of this Agreement. If such information is not furnished, the City has the right to prepare such estimate. 2. On or before July 1 of each year, the City agrees to furnish to Lessee a written statement of the City's total annual costs for airfield operations for the City's current fiscal year, an estimate of such costs for the succeeding fiscal year, and the rate for Landing Fees to be imposed during the succeeding year of this Agreement. The rate for Landing Fees, when applied to the total sums of maximum gross landing weights estimated for the succeeding year of this Agreement, shall be calculated to generate an amount equal to the City's estimated annual cost for airfield operations less twenty-five percent (25%) of the City's Airport "terminal related concession" revenues, provided that such deduction shall never exceed $400,000 per year. For the purposes of this section, the term "terminal related concessions" shall include gift shops, automobile rentals, limousine services, restaurants, advertising, vending machines, parking and similar concessions. The method of calculation stated above can be illustrated by the following formula: Annual Cost for Airfield - 25% of Concession Revenues - Landing Fee Estimated Total Maximum Gross Landing Weights In no event, however, during the term of this Agreement shall the Landing Fee as calculated herein ever exceed $0.700 per 1,000 pounds of approved maximum gross landing weight nor shall the Landing Fee ever be less than $0.550 per 1,000 pounds of approved maximum gross landing weight. In the event that the procedure outlined above for establishing the rate for Landing Fees is calculated to generate a rate less than the $0.550 per 1,000 pounds minimum, the City agrees to expend any such excess revenues provided by assessment of the minimum rate solely for airfield improvements at the Airport. E. TAXES AND ASSESSMENTS. Lessee shall pay all taxes and assessments which may be lawfully levied by a duly constituted taxing body upon Lessee with respect to its operations at the Airport. The City agrees not to levy any license, permit fee or special assessment, other than the rentals and fees provided herein, that would restrict or interfere with the exercise and enjoyment of the rights and privileges granted by this Agreement; provided that, nothing herein shall be construed to deny the City the right to levy and collect ad valorem taxes as stated above. 03P.040.01 F. MODIFICATIONS OF PREMISES. Lessee agrees that any and all desired changes or modifications to the leased premises shall be made at Lessee's expense and only upon written approval by the City. Any modifications or changes to the leased premises immediately become the Property of the City, and are not subject to removal by the Lessee. Lessee agrees that any necessary additional fixtures to be constructed at its own expense shall correspond as nearly as possible with the other fixtures and trimmings of the leased premises and shall be completed in such a manner as not to deface or injure the same. Lessee shall not install any such fixtures without first having secured the written approval of the City as to both place of installation and design of the fixtures. The title to such additional fixtures shall remain in the Lessee free from any claim of the City, except the lien for payment of the rentals and fees herein, and upon the expiration of this Agreement said fixtures may be removed by Lessee, provided that if said fixtures are not removed within (10) days from the expiration date of this Agreement or its termination for any other reason, Lessee shall be deemed to have abandoned to the City any such fixtures, equipment or other property not removed from the premises within the aforesaid period. ARTICLE IV - QUIET ENJOYMENT The City represents and warrants that upon Lessee's payment of rentals and the performance of the covenants and agreements on the part of Lessee hereunder, Lessee shall peaceably have and enjoy the leased premises and all of the rights and privileges of said Airport granted herein. The City and Lessee covenant and warrant that they have duly authorized, executed and delivered this Agreement; and that this Agreement constitutes a valid and binding obligation of City and Lessee, enforceable in accordance with its terms. ARTICLE V - RIGHT TO PURCHASE SUPPLIES AND MATERIALS The City agrees that no charges, fees, head taxes, or tolls, other than herein expressly provided, shall be charged or collected by or from Lessee or any other persons, including without limitation, passengers, shippers, and receivers of freight and express packages, suppliers of materials, contractors, or furnishers of services, for the use or enjoyment of the facilities, rights, licenses or privileges granted to Lessee by this Agreement or for the privilege of enplaning, deplaning, transporting, loading, unloading, or handling persons, property or mail to, from, into, or at the Airport in connection with Lessee's Air Transportation services. Lesssee shall have the right to purchase at the Airport its supplies from any person or company of its choice, and no charges, fees or tolls of any kind except as herein expressly set forth shall be charged by the City, directly or indirectly, against Lessee or its suppliers for the privilege of buying, selling, using, withdrawing, handling, consuming or transporting the same to, from, or at the Airport. The foregoing shall not prevent the City, however, from requiring and issuing business licenses generally imposed by the City upon businesses of like character, from entering into leases for space at the Airport or levying charges for parking, from 03P.040.01 entering into concession agreements with respect to concessions at the Airport and receiving fees, rentals or other charges in connection therewith. ARTICLE VI - MAINTENANCE AND OPERATIONS BY CITY Except as otherwise specifically provided herein, the City during the term of this Agreement shall operate, maintain and keep in good repair the Airport, terminal building, vehicular parking spaces, and all appurtenances, facilities and services now or herafter connected with the foregoing (including all airfield lighting and other appurtenances, facilities and services) which the City has agreed to furnish and supply hereunder; provided, however, that City shall not be required to perform maintenance and make repairs occasioned by the negligence of Lessee or its employees. In the case of such negligence, the City may perform such maintenance or make such repairs and charge the reasonable cost of same to Lessee. The City reserves the right to abandon certain facilities which are no longer reasonably justified for proper and adequate operation of the Airport. The City further agrees to keep the Airport free of obstructions (including the clearing and removal of grass, stones, or other foreign matter, as reasonably necessary and with reasonable promptness, from the runway, taxiway and loading areas) for the safe, convenient and proper use of the Airport, and shall maintain and operate the Airport in all respects in a manner at least equal to the highest standards or ratings issued by the Federal Aviation Administration for airports of substantially similar size and character, provided that nothing herein contained shall be deemed to require the City to enlarge the Airport or to make extensions or additions to the landing area, runway, taxiway, or other appurtenances of the Airport. It is expressly understood that the City will keep the public space in the terminal building attractively furnished and will provide and supply the following: adequate water for the public space and Lessee's exclusive space in the terminal building; heat during cold weather and cooling during warm weather sufficient to keep the building at a reasonable temperature; janitors and other cleaners necessary to keep the Airport and the space in the terminal building at all times clean, neat, orderly, sanitary and presentable; and such other personnel as may be necessary to facilitate the use of the Airport and terminal building and the appurtenances, facilities, and services as aforesaid by anyone hereunder entitled to use the same. The City at its expense will provide lights and electricity for public space in the terminal building. ARTICLE VII - MAINTENANCE AND OPERATIONS BY LESSEE Lessee hereby accepts the premises in their condition at the commencement of this Agreement and agrees to maintain said premises in the same condition, order and repair, excepting only reasonable wear and tear arising from the use thereof under this Agreement, and to compensate the City immediately upon demand for any damage to said premises caused by any act or negligence of Lessee or of any person or persons in the employ or under the control of the Lessee. It is understood and agreed that no signs or advertising and no awnings shall be erected on or in connection with the premises leased hereunder, unless the same shall be first submitted to and approved by the City's Airport Director. 03P.040.01 Lessee at its expense will provide lights and electricity for its exclusive space and Passenger Holdroom in the terminal building and electricity for use in the operation of radio and other equipment, such electricity to be separately metered and paid for at the then current rates for business uses. The City shall invoice Lessee monthly for such electricity. ARTICLE VIII - GOVERNMENTAL FACILITIES The City covenants and agrees that if it should furnish space and facilities in the terminal building of the Airport for the use of any governmental agency or department requiring space therein, such space and facilities shall be furnished without charge to Lesssee. ARTICLE IX - RULES AND REGULATIONS The City shall have the right to adopt and enforce reasonable rules and regulations, which Lessee agrees to observe and obey, with respect to the use of the Airport and appurtenances; provided that such rules and regulations shall not be inconsistent with this Agreement nor with the rules, regulations and orders of the Federal Aviation Administration with respect to aircraft operations at the Airport. The City shall provide Lessee with a copy of such rules and regulations. ARTICLE X - DAMAGE OR DESTRUCTION OF PREMISES In the event the premises shall be partially damaged by fire, explosion, the elements, the public enemy or other casualty, but not rendered untenable, the same shall be repaired with due diligence by City at its own cost and expense. If the damage shall be so extensive as to render such premises untenable but capable of being repaired within thirty (30) days, the same shall be repaired with due diligence by City at its own cost and expense, and rent payable hereunder shall be proportionately abated up to the time as the premises shall be fully restored. In case the premises are completely destroyed by fire, explosion, the elements, the public enemy or other casualty, or so damaged that such premises will or do remain untenable for more than thirty (30) days, the City shall be under no obligation to repair and reconstruct the premises, and the rentals payable hereunder shall be proportionately paid up the time of such damage or destruction and shall thenceforth cease until such time as the premises may be fully restored. If within ninety (90) days after such damage or destruction the City fails to notify Lessee of its intention to repair or reconstruct the damaged or destroyed premises or to furnish a substantially equivalent facility, Lessee may give City written notice of its intention to then cancel this Agreement in its entirety or to cancel, as of the date of such damage or destruction, such part of this Agreement as relates to said premises. ARTICLE XI - DEFAULT In the event Lessee fails to timely pay any rentals or fees hereunder as and when the same shall become due and payable and does not cure such default (including payment of late charges and accrued interest) within fifteen (15) days after written notice thereof, Lessee shall be deemed to be in default under 03P.040.01 • this Agreement. Upon such default the City may immediately or at any time thereafter terminate this Agreement without further notice, enter upon the leased premises or any part thereof, repossess the same as the City's former estate, expel Lessee and any persons claiming possession of the premises by or through Lessee, and remove any of Lessee's personal property or fixtures then remaining without being guilty of trespass and without prejudice to any remedy which otherwise may be pursued by the City. The City reserves the right upon such termination to demand payment from Lessee for any arrearages in the rentals due hereunder and for such rentals which would have accrued under continuation of this Agreement for so long as the leased premises remain unoccupied or until the expiration date hereof, but in no event longer than twelve (12) months. In the event the City is obligated to pursue or participate in any court proceedings in order to enforce its remedies hereunder, the City shall be entitled to recovery of its reasonable attorneys' fees if it is the prevailing party. In the event Lessee fails to perform any other covenants or obligations required by this Agreement and shall not cure such failure within thirty (30) days after written notice thereof, Lessee shall be deemed to be in default under this Agreement and the City shall have the right to exercise the same remedies described above; provided, however, that in the case of a default which cannot reasonably be cured within such thirty (30) day period due to the inability to cure by reason of occurrence, hindrance, or delay beyond Lessee's control then such thirty (30) day period may be extended upon written request of Lessee to the Airport Director for such additional period as reasonably required to cure such default, provided Lessee is diligently proceeding to cure. In no event may such time to cure be longer than one hundred eighty (180) days following Lessee's receipt of the notice of default. ARTICLE XII - CANCELLATION BY CITY The City may cancel this Agreement by giving Lessee sixty (60) days advance written notice upon or after the happening of any one of the following events: a. The filing by Lessee of a voluntary petition in bankruptcy. b. The institution of proceedings in bankruptcy against Lessee and adjudication of Lessee as a bankrupt pursuant to such proceedings. c. The taking of jurisdiction by a court over Lessee and its assets pursuant to proceedings brought under the provisions of any federal reorganization act. d. The appointment of a receiver of Lessee's assets. e. The divestiture of Lessee's estate herein by other operation of law. f. The abandonment by Lessee of its conduct of Air Transportation services at the Airport. 03P.040.01 9. The lawful assumption by the United States Government or any authorized agency thereof of the operation, control, or use of the Airport and facilities, or any substantial part or parts thereof, in such manner as substantially to restrict Lessee for a period of at least ninety (90) days from operating thereon an Air Transportation service. No waiver of default by the City of any of the terms, covenants or conditions hereof to be performed, kept and observed shall be construed to be or act as a waiver of any subsequent default of any of the terms, covenants and conditions herein contained to be performed, kept and observed by the Lessee, and no such waiver of default shall be deemed a waiver of any right on the part of the City to cancel this Agreement for failure by Lessee to so perform, keep or observe any of the terms, covenants or conditions of this Agreement. ARTICLE XIII - CANCELLATION BY LESSEE Lessee may cancel this Agreement any time that Lessee is not in default in its payments to City hereunder by giving City sixty (60) days advance written notice upon or after the happening of any one of the following events: a. Issuance by any court of competent jurisdiction of an injunction in any way preventing or restraining the use of the Airport or any part thereof for airport purposes, and the remaining in force of such injunction for a period of at least ninety (90) days. b. The inability of Lessee to use, for a period in excess of ninety (90) days, the Airport or any of the premises, facilities, rights, licenses, services or privileges leased to Lessee hereunder, because of fire, explosion, earthquake, other casualty, or acts of God or the public enemy, provided that same is not caused by negligence, willful acts or failure to act on the part of Lessee. c. The default by the City in performance of any covenant or agreement herein required to be performed by the City and the failure of City to remedy such default for a period of ninety (90) days after receipt from Lessee of written notice to remedy same; provided, however, that no notice of cancellation, as provided above, shall be of any force or effect if City shall have remedied the default prior to receipt of Lessee's notice of cancellation or is diligently pursuing such remedy. d. The lawful assumption by the United States Government or any authorized agency thereof of the operation, control or use of the Airport and facilities, or any substantial part or parts thereof, in such a manner as substantially to restrict Lessee, for a period of at least ninety (90) days, from operating thereon for the conducting of an Air Transportation business. e. The failure or default of the Texas Aeronautics Commission, if applicable, to grant Lessee the right to operate into and from said Airport or the issuance by Texas Aeronautics Commission of final 03P.040.01 • orders of suspension, termination or revocation of the Lessee's authority to provide service at the Airport. Lessee's performance of all or any part of this Agreement for or during any periods after default by the City shall not be deemed a waiver of any right on the part of the Lessee to cancel this Agreement for such default by City. Nor shall any waiver of default by Lessee of any of the terms, covenants or conditions hereof to be performed, kept and observed by City be construed to be or act as a waiver by Lessee of any subsequent default of any of the terms, covenants and conditions herein contained to be performed, kept and observed by the City. ARTICLE XIV - INDEMNITY AND INSURANCE Lessee agrees fully to indemnify, save and hold harmless, the City, its agents and employees, from and against all claims and actions, and all expenses incidental to the investigation and defense thereof, based upon or arising out of damages or injuries to person or property caused by the negligence or fault of Lessee, its agents or employees, in the use or occupancy of the said leased premises by Lessee; provided, however, that Lessee shall not be liable for any injury or damage or loss occasioned solely by the negligence of the City, its agents or employees. City agrees to give to Lessee prompt and reasonable notice of any such claims or actions, and Lessee shall have the right to investigate, compromise and defend the same. Lessee agrees to carry, and keep in force, comprehensive general liability insurance covering personal injury and property damage, and such other insurance covering personal injury and property damage, and such other insurance as may be necessary to protect the City herein from such claims and actions aforesaid, naming the City as an insured. Lessee agrees to carry and keep in force such insurance with minimum limits of liability for personal injury in a sum not less than $15,000,000 for any one person, and $15,000,000 for any one occurrence, and for property damage in a sum not less than $15,000,000; and to furnish the City with proper certificates certifying that such insurance is in full force and effect. Lessee shall carry such insurance coverages with insurance companies authorized to do business in the State of Texas. All personal property placed or moved in the premises above described shall be at the risk of the Lessee or owner thereof, and the City unless such loss or damage is due to the sole negligence or fault of City, its agents or employees shall not be liable for any loss of or damage to said personal property nor shall the City be liable to the Lessee for damages arising from any act of negligence of any co -tenant or of any other person whomever. ARTICLE XV - SURRENDER OF POSSESSION Upon the expiration or other termination of this Agreement, Lessee's right to use the premises, facilities, rights, licenses, services, and privileges herein leased shall cease and Lessee shall forthwith upon such expiration or termination surrender the same. 03P.040.01 • ARTICLE XVI - DEFINITION OF TERMS Whenever the term "Federal Aviation Administration" is used in this Agreement, it shall be construed as referring to the Federal Aviation Administration created by the federal government under the Federal Aviation Act of 1958, or to such other federal governmental authority as may be the successor thereto or to be vested with the same or similar authority. Whenever the terms "person" and "persons" are used in this Agreement, they shall be construed as including individuals, firms, corporations and other legal entities. When in this Agreement written approval by City is required such written approval may be given by the City's Airport Director. ARTICLE XVII - INSPECTION BY CITY The City may enter upon the premises now or hereafter leased exclusively to Lessee at any reasonable time for any purpose necessary, incidental to, or connected with the performance of its obligations hereunder, or in the exercise of its governmental functions. ARTICLE XVIII - ASSIGNMENT AND SUBLETTING Lessee shall not at any time assign this Agreement or any part thereof, nor sublet all or any portion of the leased premises herein without the written consent of the City. ARTICLE XIX - NON DISCRIMINATION CLAUSE The Lessee in exercising any of the rights or privileges herein granted shall not on the grounds of race, color, sex or national origin discriminate or permit discrimination against any person or groups of persons in any manner prohibited by Part 15 of the Federal Aviation Regulations, and the City is hereby granted the right to take such action as the United States may direct to enforce this non-discrimination covenant. ARTICLE XX - PARAGRAPH HEADINGS The paragraph headings contained herein are for convenience of reference and are not intended to define or limit the scope of any provision of this Agreement. ARTICLE XXI - SEVERABILITY In the event any covenant, condition or provision herein contained is held to be invalid by any court of competent jurisdiction, the invalidity of any such covenant, condition or provision shall in no way affect any other covenant, condition or provision herein contained; provided that, the invalidity of such covenant, condition or provision does not materially prejudice either City or Lessee in its respective rights and obligations contained in the valid covenants, conditions or provisions of the Agreement. 03P.040.01 • ARTICLE XXII - COVENANT NOT TO GRANT MORE FAVORABLE TERMS The City covenants and agrees not to enter into any lease, contract or agreement with any other Air Transportation company with respect to the Airport containing more favorable terms than this Agreement or to grant to any other Air Transportation company rights, privileges or concessions with respect to said Airport which are not accorded the Lessee hereunder unless the same terms, rights, privileges and concessions are concurrently made available to the Lessee. (The length of any lease agreement entered into by the City is hereby excepted from the provisions of this Article XXII.) In the event an Air Transportation company shall be allowed to use the space, facilities or any services of the Airport without executing an agreement substantially identical to this Agreement, such Air Transportation company shall be required to pay to the City a compensatory rental fee or charge which is at least 125% of the then current rentals, fees or charges assessed Lessee under this Agreement. ARTICLE XXIII - SUCCESSORS BOUND BY COVENANTS All the covenants, stipulations and agreements in this Agreement shall extend to and bind the lawful representative and successors of the respective parties hereto. ARTICLE XXIV - NOTICES Notices to the City provided for herein shall be sufficient if sent by certified or registered mail, postage prepaid, addressed to: Airport Director Corpus Christi International Airport Route 2, Box 902 Corpus Christi, Texas 78410 and notice to Lessee, if sent by certified or registered mail, postage prepaid, addressed to: Texas National Airlines 6800 Park Ten Blvd. Suite 200 N. San Antonio, Texas 78213 or to such other respective addresses as the parties may designate to each other in writing from time to time. ARTICLE XXV - INTERPRETATION OF AGREEMENT Nothing in this Agreement shall be construed or interpreted in any manner whatsoever as limiting, relinquishing or waiving any rights of ownership enjoyed by the City in the Airport, or in any manner waiving or limiting its control over the operation, maintenance, and control of the Airport or in derogation of such governmental rights as the City possesses, except as is specifically provided for herein. 03P.040.01 • ARTICLE XXVI - PERFORMANCE BOND/LETTER OF CREDIT Lessee agrees to furnish within 15 days from the effective date of this Agreement a performance bond or a letter of credit in the principal amount of $1,200. This performance bond or letter of credit shall guarantee the payment of landing fees, terminal fees, and lessee's other obligations to pay as provided herein. The performance bond or letter of credit shall be in a form agreeable to the City Attorney and shall be kept in full force and effect during the term hereof. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed in duplicate originals as of this day of , 1985. ATTEST: CITY OF CORPUS CHRISTI, TEXAS By: By: Armando Chapa, City Secretary Edward A. Martin, City Manager APPROVED AS TO LEGAL FORM: THIS DAY OF , 1985 By: Jay Doegey, Assistant City Attorney James K. Lontos, Assistant City Manager ATTEST: LESSEE: TEXAS NATIONAL AIRLINES By: By: Name Name Title Title 03P.040.01 • Corpus Christi, T s /ri day of L , 198.5-- TO 985 TO THE MEMBERS OF THE CITY COUNCIL Corpus Christi, Texas For the reasons set forth in the emergency clause of the foregoing ordinance. or resolution, an emergency exists requiring suspension of the Charter rule as to consideration and voting upon ordinances or resolutions at three regular meetings; I/we, therefore, request that you suspend said Charter rule and pass this ordinance or resolution finally on the date it is introduced, or at the present meeting of the City Council. Respectfully, Respectfully, Council Members / / Rte/ THE C OF CORPUS CHRISTI, TEXAS The above ordinance was passed by the following vote: Luther Jones Dr. Jack Best David Berlanga, Sr. Leo Guerrero Joe McComb Frank Mendez Bill Pruet Mary Pat Slavik Linda Strong 1'8881