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HomeMy WebLinkAbout021172 ORD - 05/28/1991AN ORDINANCE AUTHORIZING THE EXECUTION OF A LEASE AGREEMENT BETWEEN CONQUEST AIRLINES AND THE CITY OF CORPUS CHRISTI; AND PROVIDING FOR PUBLICATION. 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 agreement between Conquest Airlines and the City of Corpus Christi, for space at Corpus Christi International Airport, all as more fully set forth in the , a substantial copy of which is attached hereto and made a part hereof, marked Exhibit "A." SECTION 2. Publication shall be made in the official publication of the City of Corpus Christi as required by the City Charter of the City of Corpus Christi. ORD4: 91092 THE CITY OF CORPUS CHRISTI, TEXAS CORPUS CHRISTI INTERNATIONAL AIRPORT AIRPORT USE AND LEASE AGREEMENT CONTENTS ARTICLE PAGE 1 DEFINITIONS 1.01 Definitions 2 TERM 2.01 Term 6 3 PREMISES 3.01 Leased Premises 7 3.02 Measurement of Space 7 4 PERMITTED USES 4.01 Airfield and Apron 8 4.02 Public Premises 9 4.03 Exclusive Use Premises 70 4.04 Communications Equipment 11 4.05 Employee Parking 11 4.06 Airport Access 11 1.07 Restrictions 21 5 RENTS, FEES, AND CHARGES 5.01 General Commitment 15 5.02 Terminal Rent 15 5.03 Landing Fees 15 5.04 Common Use Charges 15 5.05 Apron Charges 16 5.06 Electricity Charges 16 5.07 Other Charges 16 5.08 Adjustment of Rents, Fees, and Charges 16 5.09 Activity Report 17 5.10 Payment Provisions 17 5.11 Accounting Records 17 5.12 No Other Rents, Fees, and Charges 18 5.13 Coordination Procedures 18 6 CAPITAL IMPROVEMENTS 6.01 General 19 6.02 Capital Improvements Not Subject to Review 19 6.03 Capital Improvements Subject to Review 20 6.04 Grants -In -Aid 21 7 OBLIGATIONS OF AIRLINE 7.01 Maintenance and Operations 22 7.02 Modification to Exclusive Use Premises 23 7.03 Liens 24 7.04 Payment of Taxes 25 7.05 Payment of Utility Charges 25 7.06 Public Address System 25 7.07 Employees of Airline 25 PAGE 7.08 Civil Rights 25 7.09 Disadvantaged Business Enterprise 26 7.10 Removal of Disabled Aircraft 26 7.11 License Fees and Permits 27 8 OBLIGATIONS OF CITY 8.01 Maintenance and Operations 28 9 DAMAGE OR DESTRUCTION 9.01 Damage or Destruction 29 10 INSURANCE AND INDEMNIFICATION 10.01 Insurance 30 10.02 Indemnification 30 11 TERMINATION AND CANCELLATION 11.01 Cancellation by City 32 11.02 Cancellation by Airline 33 11.03 Surrender and Holding Over 34 12 ASSIGNMENT OR SUBLEASE 12.01 Assignment or Sublease 36 12.02 Accommodation of New Entrants 36 13 GENERAL PROVISIONS 13.01 Compliance with Law 38 13.02 Notices, Consents and Approvals 38 13.03 Federal Requirements 39 13.04 Successors and Assigns Bound by Covenants 40 13,05 Governing Law 40 13.06 Quiet Enjoyment 40 13.07 Nonliability of City's Agents and Employees 40 13.08 Incorporation of Required Provisions 41 13.09 Nonwaiver of Rights 41 13.10 Consent of the Parties 41 13.11 Force Majeure 41 13.12 Agreements with other Airlines 42 13.13 Headings 42 13.14 Incorporation of Exhibits 42 13.15 Entire Agreement 42 13.16 Severability 42 EXHIBITS A Airport Boundaries (drawing) B - Airline Premises C - Airline Premises (drawing) D - Revenue-producing Area (measurements) E - Division of O&M Responsibilities F - Monthly Reporting Forms G - Example of Calculation of Airline Charges H - Debt Service Schedule CITY of CORPUS CHRISTI, TEXAS AIRPORT USE AND LEASE AGREEMENT at CORPUS CHRISTI INTERNATIONAL AIRPORT This Use and Lease Agreement (hereinafter referred to as "Agreement"), made and entered into this day of ,1991, by and between the City of Corpus Christi Texas (hereinafter referred to as "City"), and Conqust Airlines Corp. (hereinafter referred to as "Airline"), a corporation organized and existing under and by virtue of the laws of the State of , and registered to do business in the State of Texas. WITNESSETH: WHEREAS, City operates an airport known as Corpus Christi International Airport, located in the City of Corpus Christi, State of Texas; WHEREAS, Airline is engaged in the business of air transportation with respect to persons, property, cargo, and mail; and WHEREAS, the parties desire to enter into an agreement and lease for the use of premises and facilities at the Airport all as more fully hereinafter set forth; NOW, THEREFORE, for and in consideration of the mutual covenants and agreements herein contained, City and Airline do hereby mutually undertake, promise, and agree, each for itself and its successors and assigns, as follows: -1- ARTICLE I DEFINITIONS SECTION 1.01 Definitions A. In addition to any other words or terms that may be defined elsewhere herein, the following words and terms used in the Agreement shall have the following meanings unless some other meaning is plainly intended: 1. Air Transportation Business means the carriage by aircraft of persons or property as a common carrier for compensation or hire, or the carriage of mail, by aircraft, in commerce, as defined in the Federal Aviation Act of 1958, as amended. 2. Aircraft Operator means the owner, lessee or operator of an aircraft whether the aircraft so owned, leased or chartered is used for private, military, pleasure or governmental operations, or for airline or non -airline operations, for scheduled or nonscheduled operations. "Aircraft Operator" shall not mean the pilot of an aircraft unless such pilot is also the owner or lessee thereof or a person to whom such aircraft is chartered. 3. Airfield Area means the land and all facilities, equipment, and improvements including aprons, aircraft parking areas, runways, taxiways, and facilities incidental thereto for the purpose of facilitating the movement of aircraft. 4. Airport means Corpus Christi International Airport owned and operated by the City of Corpus Christi, Texas, as shown in Exhibit "A", including any extensions, additions, or improvements thereto. 5. Airport/Airline Affairs Committee (sometimes abbreviated as "AAAC") means a committee composed of a representative of each Signatory Airline to consult and coordinate with the City in matters related to the planning, promotion, development, operation and financing of the Airport. 6. Annual Budget means the capital and operating budget for the Department of Aviation's Fund 117 prepared by the Director, approved by resolution of the City, and included in the City's annual budget. 7. Apron Area means those paved areas adjacent to the Terminal Area designated for the exclusive and nonexclusive parking, loading and unloading of aircraft. 8. Capital Improvement means the whole of any single item having both a cost to the City to design, construct, and equip in excess of $100,000 and a useful life in excess of 3 years. 9. Certificated Weight of an aircraft means its current maximum allowable gross landing weight, expressed in 1000 pound units, as operated by the Airline and certificated by Federal Aviation Administration. 10. Common Use means the use of space in common with other Airlines. 11. Common Use Formula means the formula which determines the Airline's portion of fees or rental to be paid for use of a facility, space or service in common with one or more other airlines unless otherwise agreed. Such formula shall be: twenty percent (20%) of the total rent for such space or facility apportioned equally between the common users and the eighty percent (80%) balance prorated between the common users in proportion to the Airline's Enplaned Passengers for the period compared to the total Enplaned Passengers for the same period of all common users of such space, facility or service. 12. Cost Center means those areas of the Airport grouped together for the purposes of accounting for O&M Expenses and Debt Service, and for calculating Airport rents, fees, and charges. The Cost Centers named in this agreement, taken together, comprise the entire Airport, and include the Terminal Area, the Airfield Area, the Apron Area, the Parking Area, and the Other Non -aviation Area. 13. Debt Service means, for any Fiscal Year, that portion of the principal and interest due on the debt obligations of the City which is payable from the Airport Fund 117 of the City. A schedule of such principal and interest payments is attached hereto as Exhibit H. 14. Director means the Director or Acting Director of Aviation as from time to time appointed by the City Manager and shall include such person or persons as may from time to time be authorized in writing by the City Manager or by the Director to act for him with respect to any or all matters pertaining to this Agreement. 15. Enplaned Passengers means all local boarding, interline transfer, and intraline transfer passengers at the Airport. -3- 16. Exclusive Use means the use of space exclusively by an Airline. 17. FAA means the Federal Aviation Administration of the United States Department of Transportation, or its successor agency. 18. Fiscal Year means the 12 month period beginning on August 1 of any year, and ending on July 31 of the next succeeding year or any other twelve month period adopted by the City as its fiscal year. 19. Leased Premises means the Exclusive Use, Preferential Use, and Common Use premises as herein defined. 20. Net Allowable Cost means, for any Cost Center, for any Fiscal Year or other period for which airline charges are computed, the total amount of debt service plus O&M expenses minus revenues minus credits attributable to airline users of such Cost Center in keeping with the Calculations presented in Exhibit "G". 21. Operation and Maintenance Expenses (sometimes abbreviated as "O&M Expenses") means, for any Fiscal Year, the costs incurred by the City in operating and maintaining the Airport during such Fiscal Year, either directly or indirectly, whether similar or dissimilar, which, under generally accepted accounting principles, are properly chargeable as expenses to the Airport, including expenses allocated to the Airport by City in accordance with practices and procedures of the City in accordance with the adopted budget, as may be revised by the City and taxes payable by City which may be lawfully imposed upon the Airport by entities other than the City. 22. Other Area means the land and all structures thereon related to aviation use (e.g. cargo facilities) and to non -aviation use (e.g. commercial and industrial facilities ) not elsewhere categorized. 23. Parking Area means the land, its landscaping, and the structures thereof including parking facilities, roadways and related facilities and equipment, and areas leased to car rental and ground transportation concessions. 24. Personal Property means the equipment, loading bridges, inventory, fixtures, furniture, or supplies owned or leased by and installed or used at Airport in the conduct of Air Transportation Business which is removable from leased premises. 25. Preferential Use means the first priority in using space and/or facilities to accommodate an airline's scheduled flight operations and those of any airline being -4- handled under an approved ground handling agreement by the airline having Preferential Use rights. 26. Revenue means the total of all income and revenue from all sources, without limitation except as herein expressly provided, collected or received by City in the operation of the Airport, including all rates, charges, rentals, fees and any other compensation collected or received by the City in connection with the operation of the Airport, but specifically excluding (a) nonoperating income (or receipts) from the sale of assets, insurance claims, federal, state or local grants-in-aid, (b) amounts derived by the City for privilege fees for the use of property adjacent to the Airport frontage road, and (c) amounts received by the City from agreements in connection with the lease of FAA Tower facilities to the extent such amounts are deposited in the FAA Tower Fund in order to pay principal of, premium, if any, and interest on 1974 Certificates of Obligation. 27. Revenue Landing means any landing at the Airport of an aircraft except: (a) an aircraft which takes off from the Airport and, without making a stop at any other airport, returns to and lands at the Airport because of meteorological conditions, mechanical or operating causes, or any similar emergency or precautionary reason; and (b) an aircraft which is owned by and used exclusively in the service of the United States of America or the government of any state, territory or possession thereof or therein. 23. Rules and Regulations means those lawful and reasonable rules and regulations promulgated by City for the orderly use of the Airport by both Signatory Airlines and other tenants and users of the Airport as the same may be amended, modified, or supplemented from time to time. 29. Signatory Airline means any company conducting an Air Transportation Business at the Airport and which company has executed an Airport Lease and Use Agreement having terms and provisions substantially like those in this Agreement or made other contractual agreement(s) demonstrating a commitment to pay comparable rates, fees, and charges for comparable facilities at the Airport. 30. Terminal Area means the land and the structures thereon including the terminal building(s), concourses and holdroom areas, connecting facilities such as walkways and moving sidewalks, Federal Inspection Facilities, and terminal support facilities such as for power, heating, and refrigeration. -5- ARTICLE II TERM SECTION 2.01 Term A. The term of this Agreement shall commence on March 1, 1991 and continuing until midnight on December 31, 1993. ARTICLE III PREMISES SECTION 3.01 Leased Premises A. The City, in consideration of the compensation, covenants and agreements set forth herein to be kept and performed by the Airline, does hereby lease to the Airline, together with the right of ingress and egress, upon the conditions set forth herein, the use and occupancy of the Leased Premises described in Exhibit "B". SECTION 3.02 Measurement of Space A. It is agreed and understood that all measurements to determine the area of space leased hereunder, exclusive of space in the Terminal Apron Area, shall be made from the interior of external walls and from centerline to centerline of each interior wall, or, in the absence of such interior wall, the point where said centerline would be located if such interior wall existed. -7- ARTICLE IV PERMITTED USES SECTION 4.01 Airfield and Apron A. Subject to the Rules and Regulations, Airline shall have the right to conduct an Air Transportation Business at the Airport, to act as a contract or private carrier, and to perform all operations and functions as are incidental, necessary or proper thereto, including the following: 1. The right to land, takeoff, fly and move aircraft operated by Airline on the Airfield Area; 2 The right to use Apron Area to permit Airline's employees, agents and contractors to load and unload persons, property, cargo and mail upon or from aircraft operated by Airline, (and, if on a temporary basis or if permitted by a handling agreement approved in writing by the Director, by another person engaged in an Air Transportation Business) by such means as may be reasonably necessary or convenient; 3. The right to use Airline's Aircraft Parking Area to service aircraft and other equipment operated by Airline (and, if on a temporary basis, or if permitted by a handling agreement approved in writing by the Director, by another person engaged in an Air Transportation Business) with gasoline, oil greases, lubricants and other fuel or propellant, and with foods and beverages and other supplies and materials, by such means as may be reasonably necessary or proper; 4. The right to repair, condition, maintain, test and park aircraft and other equipment operated by Airline (and, if on a temporary basis or if permitted by a handling agreement approved in writing by the Director, by another person engaged in an Air Transportation Business) on Apron Areas; provided, however, such repair, conditioning, maintenance and testing shall be limited to those activities commonly considered routine ramp servicing (which term includes the activities referred to in item 3 above); engine run -ups are to be conducted only at the site or sites approved by the Director. 5. The right to park aircraft on Apron Areas designated from time to time by City as available for common use; 6. under its 7. aircraft, The right to train personnel in its employ or direction; The right to sell, dispose or exchange its engines, accessories, other equipment or supplies, -8- and any articles or goods used by or acquired by Airline in connection with its conduct of an Air Transportation Business; provided, however, that Airline shall not sell, dispose of or exchange any such items to persons other than its employees or other Aircraft Operators, unless such items represent surplus items at the time no longer reasonably necessary in connection with the conduct by Airline of its Air Transportation Business. Airline shall not sell, dispose of or exchange new or used gasoline, oil, greases, lubricants, fuel or other propellants unless disposed of in a manner meeting all local, state, and federal regulations for those products requiring disposal due to routine maintenance. 8. The right to operate and maintain such mobile communications equipment as may be reasonably necessary or convenient for its operation; 9. The right to purchase or otherwise obtain and use services and personal property of any nature (including aircraft, engines, accessories, gasoline, oil, greases, lubricants, other fuel or propellant, foods, beverages, other equipment and supplies and any articles or goods) reasonably necessary or convenient for its operation from any supplier of its choice; 10. The right to conduct any operations or activities other than those enumerated above, reasonably related to the landing, taking -off, flying, moving, loading, unloading or ramp servicing of aircraft or the movement of passengers, which are reasonably necessary or convenient to the conduct by Airline of an Air Transportation Business; provided, however, that all such other operations and activities shall be subject to the prior written approval of the Director. B. The foregoing shall not be construed to authorize Airline to conduct any business other than an Air Transportation Business at the Airport. The rights enumerated above may be exercised by Airline, alone or in conjunction with any other Airline party jointly. The rights enumerated in Item 3 above to service aircraft and other equipment may be exercised only with respect to aircraft and other equipment operated by persons engaged in the Air Transportation Business; provided, however, that Airline may exercise such rights with respect to such persons other than Airline only to the extent not prohibited by any agreements to which City is a party. SECTION 4.02 Public Premises A. The officers, employees, passengers, and prospective passengers of Airline and other persons doing business with it shall have the right to use any space, facilities, and conveniences provided by City at the Airport for use by aircraft -9- passengers and other persons (including waiting rooms, lobbies, hallways, and corridors, restaurants, observation galleries, toilets, streets, and highways, and vehicular parking areas), in each case, however, only in common with others authorized by City to do so, and only at the times, to the extent, and in the manner and for the purposes for which they are made available for such use, and only upon compliance with the terms and conditions upon which they are made available for such use, and only in conformity with the Rules and Regulations prescribed by City with respect to the use thereof. SECTION 4.03 Exclusive Use Premises A. Airline shall have the right to use its Exclusive Use Premises for any and all purposes reasonably necessary, convenient or incidental to the conduct by Airline of an Air Transportation Business, including the following purposes: 1. The installation, maintenance, and operation of customer relations, security, and waiting room facilities and equipment, reservation offices, administrative offices, operations offices, lockers, restrooms and related facilities, baggage, cargo and mail -handling and storage facilities and equipment; 2. The enplaning and deplaning of passengers, the handling of reservations, ticketing, billing and manifesting of passengers, and the handling of baggage, express cargo, property and mail, by airline employees or by self-service equipment operated by customers or passengers of Airline; 3. The installation, maintenance, and operation of radio and other communications equipment and information and data processing equipment; 4. The operation, by Airline or an independent contractor, of passenger clubs and lounges; 5. The training of personnel in the employ of or under the direction of Airline; 6. The maintenance and operation of facilities and equipment and the carrying on of activities reasonably necessary or convenient to carry out any or all of the foregoing. B. Nothing in this Agreement shall be construed to permit the use of Airline's Exclusive Use Premises for the sale of air travel insurance or for public restaurants or merchandising operations or for the conduct of any business other than Airline's Air Transportation Business. -10- SECTION 4.04 Communications Equipment A. Airline shall have the right to install, maintain and operate, at such location or locations at the Airport as may have the prior written approval of the Director, communications, meteorological and aerial navigation equipment, information and data processing equipment, and other similar facilities as may be reasonably necessary or convenient to the conduct by Airline of an Air Transportation Business; provided, however, that the exercise of such right and privilege shall not interfere with City's operation of the Airport for the benefit of all Aircraft Operations using the Airport. B. No equipment requiring an antenna will be installed without prior written approval of the Director of Aviation. C. All electrical circuits (high or low voltage) will be installed enclosed in EMT conduit. SECTION 4.05 Employee Parking A. Airline shall have the right to the use of reasonably adequate vehicle parking facilities for its employees employed at the Airport. Such Facilities shall be located in an area designated by the City. City reserves the right to assess charges to Airline or its employees for such facilities. SECTION 4.06 Airport Access A. City hereby grants to Airline, its agents, suppliers, employees, contractors, passengers, guests, and invitees, the right of ingress to and egress from the Airport, subject to the provisions hereof, the Rules and Regulations, all local, state, and federal laws and regulations, and such restrictions as Airline may impose with respect to its Exclusive Use Premises. B. The ingress and egress provided for above shall not be used, enjoyed, or extended to any person engaging in any activity or performing any act or furnishing any service for or on behalf of Airline that Airline is not authorized to engage in or perform under the provisions hereof unless expressly authorized by the City. SECTION 4.07 Restrictions A. The foregoing rights and privileges of Airline are subject to the following specific restrictions: 1. Airline shall comply with and shall require its officers and employees and any other persons over whom it has control to comply with such rules and regulations -11- governing the use of Airport facilities pursuant to this Agreement as may from time to time be adopted and promulgated by City including, but not limited to, health, safety, environmental concerns, sanitation, and good order, and with such amendments, revisions, or extensions thereof as may from time to time be adopted and promulgated by City. 2. The City reserves the right (but shall not be obligated to the Airlines) to maintain and keep in repair the landing area of the Airport and all facilities of the Airport, together with the right to direct and control all activities of the Airline in this regard. 3. City may, from time to time, temporarily or permanently close down roadways, apron areas, doorways and any other areas at the Airport for the purpose of facilitating necessary construction, maintenance or repairs of facilities at the Airport, so long as reasonable means of ingress and egress to and from the Terminal Area and the Airfield Area remain available. City shall consult with Airline prior to any such closing which would adversely affect Airline's operations at the Airport unless such closing is necessitated by circumstances which pose an immediate threat to the health or safety of persons using the Airport. Airline hereby releases and discharges City, its successors and assigns, from any and all claims, demands or causes of action which Airline may have arising from the fact that such areas have been closed. 4. City may prohibit the use of the Airfield Area by any aircraft operated or controlled by Airline which exceeds the design strength of the paving of the runways and taxiways, so long as such prohibition also extends to similar aircraft operated by other Aircraft Operators. 5. Except as otherwise expressly provided herein or unless otherwise expressly permitted to do so, Airline shall not install, maintain or operate, or permit the installation, maintenance or operation in the Terminal Area of any amusement or vending machines, public pay phones or other machines operated by coins, tokens or credit cards. Self -ticketing machines may be installed in Exclusive Use premises of the Airline. 6. Airline shall not do or authorize to be done anything which may interfere with the effectiveness or accessibility of the drainage and sewage system, water system, communications system, fire protection system, or any other part of the utility, electrical or other systems installed or located from time to time at the Airport. 7. Airline shall not do or authorize to be done anything at the airport (a) which may constitute a hazardous condition so as to increase the risks normally attendant -12- upon operations permitted by this Agreement (b) which will invalidate or conflict with any insurance policies covering the Airport. If, by reason of any failure on the part of Airline to comply with provisions of this subsection, the cost of any such insurance or extended coverage is at any time higher than it otherwise would be, then Airline shall at its option (1) provide an equivalent insurance policy written by an insurance company qualified to do business in the State of Texas, or (2) pay City that part of all premiums paid by City which are charged because of SuCh violation or failure by Airline. 8. Airline shall coordinate training flights and other nonscheduled flight activities into and out of Airport with representatives of the Department of Aviation of City. If requested by City, Airline shall restrict all such activities to certain hours so as to not interfere with scheduled flight activities of other Aircraft Operators using the Airport. 9. City, by its officers, employees, agents, representatives, contractors and furnishers of utilities and other services, shall have the right at all reasonable times to enter Airline's Exclusive Use premises for the purpose of inspecting the same, for emergency repairs to utilities systems, and for the doing of any act which City may be obligated or have the right to do under this Agreement; provided, however, that in exercising such rights, City shall not unreasonably interfere with Airline's use and occupancy of its Exclusive Use premises. 10. City shall have the right to perform maintenance and make repairs and replacements in any case where the Airline is obligated to do so and has failed after reasonable notice to do so, in which event the Airline shall reimburse the City for the reasonable cost thereof promptly upon demand. 11. Airline shall not do or authorize to be done any alterations to City property or its leased area unless (a) written approval has been given by the Director in advance of alteration; (b) all City of Corpus Christi building permits have been obtained; (c) plans of alterations have been approved and meet all existing City building and national electric codes. 12. City shall have the right to establish a licensing or permit procedure for vehicles requiring access to the Airport operational areas and to levy directly against Airline or its suppliers a reasonable regulatory or administrative charge for issuance of such Airport access license or permit. -13- 13. The City reserves the right to assess fees and charges upon any user of the Airport when such use involves provision of services for profit. 14. There is hereby reserved to the City, its successors and assigns, for the use and benefit of the public, a free and unrestricted right of flight for the passage of aircraft in the airspace above the surface of the premises herein conveyed, together with the right to cause in said airspace such noise as may be inherent in the operation of aircraft, now known or hereafter used for navigation of or flight in the air, using said airspace or landing at, taking off from, or operating on or about the Airport. 15. This Lease shall become subordinate to provisions of any existing or future agreement between the City and the United States of America or any agency thereof relative to the operation, development or maintenance of the Airport, the execution of which has been or may be required as a condition precedent to the expenditure of federal funds for the development of the Airport. -14- ARTICLE V RENTS, FEES, AND CHARGES SECTION 5.01 General Commitment A. For the purpose of fairly allocating the cost of operating, maintaining, and developing the Airport among Airlines, various areas of the Airport have been grouped together for the purpose of accounting for O&M Expenses and Debt Service. Each area is a Cost Center as defined in Article I. The Net Allowable Cost of each Cost Center shall be determined in keeping with the calculations presented in Exhibit "G". A prorate share of the Net Allowable Cost of each Cost Center shall be charged to Airline and to each other Airline as part of the Airport rents, fees, and charges. During a Fiscal Year, the aggregate of the rents, fees, and charges paid by Airlines together with all other Revenue of the Airport Fund 117 shall be sufficient to pay the O&M Expenses and Debt Service of the Airport Fund 117 during such Fiscal Year. B. In order to minimize the rents, fees, and charges which Airline is obligated to pay under this Agreement, City shall promote and develop non -Airline revenue in a manner consistent with that of a reasonably prudent airport operator. SECTION 5.02 Terminal Rent A. At such times and in such manner as provided in this Article V, Airline shall pay rentals to the City equal to the average rental rate per square foot for Exclusive Use Premises determined in keeping with the calculations presented in Exhibit "G" attached hereto. SECTION 5.03 Landing Fees A. At such times and in such manner as provided in this Article V, Airline shall pay a landing fee to City for each Revenue Landing of an aircraft operated by Airline. The Landing Fee shall be an amount equal to the product of (1) the number of thousands of pounds of Certificated Weight of the aircraft involved in Revenue Landing and (2) the landing fee rate determined in keeping with the calculations presented in Exhibit "G" attached hereto. SECTION 5.04 Common Use Charges A. At such times and in such manner as provided in this Article V, Airline shall pay common use charges to the City in an amount equal to Airline's share of the Net Allowable Costs of Common Use facilities and services as determined by the Common Use Formula. -15- SECTION 5.05 Apron Charges A. At such times and in such manner as provided in this Article V, Airline shall pay apron charges to City for preferential use of each aircraft gate position. SECTION 5.06 Electricity Charges A. To the extent that the cost of electricity consumed by Airline in its Exclusive Leased Premised is not included in the Net Allowable Cost for the computation of the average rental rate, Airline shall pay to City for such consumption based on metered usage. SECTION 5.07 Other Charges A. Other charges payable by Airline, in addition to those specified elsewhere in this Agreement, shall be as follows: 1. Employee Parking Charges: Should Airline elect to furnish parking for its employees, Airline shall pay to City in advance on the first day of each month, without demand or invoicing, charges as are reasonably established by the City for the use of employee parking areas designated in Section 3.02 herein. 2. Miscellaneous: Charges for miscellaneous items or activities not specified herein (e.g. badges, extraordinary electrical usage, etc.) shall be assessed by City and paid by Airline as reasonably determined by Director. SECTION 5.08 Adjustment of Rents Fees and Charges A. Rates for rents, fees, and charges identified in Exhibit "G" shall be reviewed annually and may be adjusted by the Director of Aviation as necessary effective upon the first day of each Fiscal Year; effective upon the first day of January to reflect the effect of the audited financial statements on the calculation of rents, fees, and charges; and at any other time that unaudited monthly Airport financial data indicate that total rents, fees, and charges payable pursuant to the then current rate schedules together with all other Revenue of the Airport will not be sufficient to pay O&M Expenses and Debt Service during such Fiscal Year. B. Adjustments to rents, fees, and charges shall apply without the necessity of formal amendment of this Agreement. A statement showing the calculation of adjusted rates for rents, fees, and charges as shown in Exhibit "G" attached hereto shall be prepared by City and transmitted to Airline. Said statement shall then be deemed part of this Agreement. -16- C. If the rates for all rents, fees, and charges herein are not adjusted in accordance with the schedule set out in Section 5.13, then the current rates will continue in effect until the adjustment is concluded at which time all rents, fees, and charges herein shall be retroactively adjusted to the date such adjustment would have been effective had the Section 5.13 schedule been observed. SECTION 5.09 Activity Report A. Airline shall furnish to City on or before the tenth day of each month an accurate report of Airline's operations at the Airport during the preceding month, setting forth all data necessary to calculate the fees and charges due under this Agreement. Said report shall include (1) Airline's total number of aircraft arrivals for the month by type of aircraft, Certificated Weight of each aircraft, and the total landed weight for the month; (2) the total number of enplaning and deplaning revenue passengers; and (3) the amount of cargo, freight, mail, and express for such month. B. If Airline fails to furnish City with the report required by Section 5.09(A), Airline's landing fee or common use charges, as provided for hereafter, shall be determined by assuming that Airline's total landed weight or passenger enplanements, respectively, for such month were 120% of its total landed weight or passenger enplanements during the most recent month for which such data are available for Airline. Any necessary adjustment in such landing fee or Common Use charges shall be calculated after an accurate report delivered to City by Airline for the month in question, and applied as credits or charges to the appropriate invoices in the next succeeding month. SECTION 5.10 Payment Provisions A. Payment of all rentals, fees, and charges shall be due and payable within ten (10) days after receipt of City's invoice. Payments thirty (30) days past due shall accrue interest at the rate of 1 1/2 percent per month. H. The acceptance by the City of any payment made by the Airline shall not preclude the City from verifying the accuracy of such Airline's reports used to calculate and apply rentals, fees, and charges set forth in this Agreement, or from recovering any additional payment actually due from this Airline. SECTION 5.11 Accounting Records A. As soon as practicable following the execution of this Agreement, City shall establish, and thereafter maintain, accounting records that will document the following items for each of the Cost Centers: (1) O&M Expense and (2) Debt Service. -17- B. For purposes of keeping Airline informed as to the financial performance of the Airport, City shall provide to Airline its proposed Annual Budget and City's audited financial statements as well as any supplemental financial data required to assess the adequacy of rates and charges established under this Agreement. SECTION 5.12 No Other Rents Fees and Charges A. Except as provided elsewhere in this Agreement, or City Code of Ordinances, or in other agreements entered into by City and Airline, no further rentals, fees, licenses, service or operating taxes, tolls, or charges shall be charged against or collected by City from Airline; its passengers; its shippers and receivers of freight and express; or its suppliers of material, contractors or furnishers of services; for the premises, facilities, rights, licenses, and privileges granted to Airline in this Agreement; provided that City expressly reserves the right to assess and collect: 1. Charges or other costs imposed on City by federal or state statute or any administrative rule of a governing federal or state agency or any judicially imposed order, excluding fines, penalties, and judgements to the extent resulting. 2. A reasonable passenger facility charge, if such charges are permitted by applicable Federal laws or if Federal legislation is enacted allowing such fees, provided that all revenues derived from such fees shall be used solely for the expansion, improvement, or maintenance and operation of the Airport, and provided that the means of collection of the fees shall be as allowed by applicable Federal laws or legislation. SECTION 5.13 Coordination Procedures A. On or before June 1 prior to the beginning of each Fiscal Year adjustment period, City shall submit to Airline proposed Annual Budget for the Fiscal year and City's calculation of proposed Airline landing fees and charges for the Fiscal Year. B. City shall give due consideration to any written comments and suggestions of Airline received by July 1 regarding the proposed Annual Budget and the calculations of the proposed rentals, fees, and charges for the forthcoming Fiscal Year. C. City shall adopt an Annual Budget that may include revisions made as a result of City's discussions with Airline and as a result of City's budget process. City shall promptly furnish Airline with a copy of such approved Annual Budget, together with the calculation of rentals, fees, and charges that will become effective as of the first day of the Fiscal Year. -18- ARTICLE VI CAPITAL IMPROVEMENTS SECTION 6.01 General A. It is contemplated by the parties that from time to time during the term of this Agreement, the City may undertake Capital Improvements to the Airport, subject to the provisions of the Article VI. B. In conjunction with submission of its Annual Budget, City shall notify Airline of its proposed Capital Improvements for the ensuing Fiscal Year and its estimates of the affect of such Capital Improvements on the rates, fees, and charges paid by airlines collectively. City further reserves the right to notify Airline at any other time of proposed Capital Improvements subject to AAAC review procedures as set forth in this Article VI. C. In the event that any Capital Improvement proposed by City is subject to AAAC review procedures pursuant to this Article VI, City agrees, at the written request of the Chairman of the AAAC, to meet collectively with the Signatory Airlines within 30 days after notification to Airline of said Capital Improvement to further discuss it. City agrees to consider the comments and recommendations of the AAAC with respect to said Capital Improvement. D. City shall have the right at any time to proceed with Capital Improvements permitted pursuant to Section 6.02 and with other Capital Improvements subject to the limitations of Section 6.03. SECTION 6.02 Capital Improvements Not Subject to Review A. Provided that notice required by paragraph 6.01(B) has been given to Airline, City may make or authorize to be made expenditures for the following types of Capital Improvements without AAAC review. 1. Capital Improvements required to ensure compliance with any lawfully promulgated rule, regulation, or order of any federal, state, or other governmental agency other than City which has jurisdiction over the operation of the Airport. 2. Capital Improvements required to repair casualty damage to Airport property to the extent not covered by insurance or otherwise reimbursed. 3. Capital Improvements to be funded with proceeds from the sale of bonds on which the associated debt service -19- will not be included in Net Allowable Costs for computing Airline rates, fees, and charges. 4. Capital Improvements necessary to settle claims, satisfy judgments, or comply with orders against City by reason of its ownership, operation, maintenance, or use of the Airport. 5. Capital Improvements of an emergency nature which, if not made, would result in the closing of the Airport within forty-eight (48) hours. 6. Capital Improvement(s), the capital and operating costs of which, if included in Net Allowable Costs for computing annual rates, fees, and charges, would not cause an increase of more than 10 percent in the annual rates, fees, and charges paid by airlines collectively in any Fiscal Year. SECTION 6.03 Capital Improvements Subject to Review A. Signatory Airline(s) representing at least 51 percent of the number of Airlines serving the Airport shall have the right to approve or disapprove a particular Capital Improvement not excluded under Section 6.02. Any approval or disapproval of a Capital Improvement must be in writing, and submitted to City within 90 days following a meeting requested pursuant to Paragraph 6.01(c) to discuss said Capital Improvement, or in the event no such meeting is requested, within 90 days following initial notification by City to Airline of said proposed Capital Improvement. B. Notwithstanding the above: 1. Signatory Airline(s) representing at least 51 percent of the number of Airlines serving the Airport may at any time rescind disapproval of a particular Capital Improvement by notifying the City in writing to such affect. 2. If, within either (1) 90 days following a meeting requested pursuant to Paragraph 6.01(C) or (2) in the event no such meeting is requested, 90 days following initial notification by City to Airline of proposed Capital Improvement(s), the City is not in receipt of a written notice of disapproval of such Capital Improvement(s), then such Capital Improvement(s) may be considered as not disapproved and the City may commence its undertaking and incorporate the costs thereof into the Net Allowable Costs for computing airline rates, fees, and charges. -20- SECTION 6.04 Grants -In -Aid A. City will use its best efforts to obtain maximum airport development Grants -In -Aid. -21- ARTICLE VII OBLIGATIONS OF AIRLINE SECTION 7.01 Maintenance and Operations A. Airline shall, in accordance with Exhibit "E" attached hereto, be responsible for and shall perform or cause to be performed, maintenance, including custodial maintenance, and repair of its Exclusive Use premises, and shall clean and keep clear of debris Airline's Apron Areas. Airline shall, at all times: 1. Keep all fixtures, equipment and personal property in a clean and orderly condition and appearance; 2. Maintain the same in good condition (reasonable wear and tear excepted) and perform all ordinary repairs and inside painting, such repairs and painting by Airline to be of a quality and class not inferior to the original material and workmanship; 3. Control all of its vehicular traffic in the Airport, take all precautions reasonably necessary to promote the safety of its passengers, customers, business visitors and other persons, and employ such means as may be necessary to direct the movements of its vehicular traffic; and 4. Either directly or through an independent contractor (either of which shall obtain City permits, the issuance of which shall not be unreasonably withheld) dispose of its garbage, debris and other waste materials. B. If the performance of any of the foregoing maintenance, repair, replacement or painting obligations of Airline requires work to be performed near an active taxiway or runway or where safety of Airport operations might be involved, Airline shall post guards or erect barriers or other safeguards, approved by the Director, at such locations. C. Airline is responsible for maintaining electric loads within the designed capacity of the system. Prior to any change desired by Airline in the electrical loading which would exceed such capacity, written consent shall be obtained from the Director. D. Airline shall provide and maintain hand fire extinguishers for the interior of all non-public areas in accordance with applicable safety codes. -22- E. Airline shall repair, at its cost, or at Airline's option reimburse City for the cost of repairing, replacing, or rebuilding any damages to Terminal Area caused by the acts or omissions of Airline or its officers or employees or agents. Any repairs made by Airline shall be subject to inspection and approval by City. F. Airline shall repair, at its cost, or at Airline's option reimburse City for the cost of repairing, replacing, or rebuilding any damages to its Exclusive Use Premises that are not specifically caused by the acts of omissions of City or its officers or employees or agents. Any repairs made by Airline shall be subject to inspection and approval by City. G. Airline shall not erect, maintain or display on the Leased Premised any billboards, banners, advertising, promotions signs or materials without the prior written approval of City. Airline shall keep its ticket counter free of all printed material except required regulatory signs or conditions of travel and advertising displays. Airline authorizes City to remove any unauthorized material or displays which are placed in Leased Premises. H. Airline shall remove to the extent reasonably practicable all of the accumulation of oil and grease caused by Airline's aircraft while operating on the Apron Area. I. Airline shall maintain the assigned premises in a safe, neat, and attractive condition at all times, and shall pick up and place all trash and debris in bags and shall move such debris to an enclosed trash room until disposed of in a manner acceptable to City. SECTION 7.02 Modification to Exclusive Use Premises A. Airline may, from time to time, install additional facilities and improvements and modify or expand existing facilities or improvements in its Exclusive Use Premises. Before entering into any contract for such work, Airline shall first submit to the Director for his prior written approval a construction application together with complete plans and specifications of the proposed work. If requested by the City, Airline shall require the contractor to furnish a performance bond and payment bond, approved as to form and substance by the Director. The approval of the construction application and plans and specifications shall not be unreasonably withheld. B. Any construction shall be at the sole risk of Airline and shall be in accordance with all applicable State and local codes and laws and subject to inspection by the City. C. Airline shall, and shall include in all construction contracts a provision requiring the contractor to indemnify, hold -23- harmless and defend City, its officers, agents and employees against losses (except to the extent such losses are caused by City's negligence), occasioned by death, injury to persons or damage to property, arising out of, or in connection with, the performance of construction work, against the risk of loss or damage to the construction prior to the completion thereof, and against losses resulting from claims and demands by third persons arising out of the performance of the construction work; and Airline shall provide, or shall require the contractor to provide, liability insurance covering the foregoing. Airline shall also include in any construction contract such provisions as may reasonably be required by the Director relating to the operation of the contractor at the Airport. D. All work performed by Airline or its contractor, including all workmanship and materials, shall be of acceptable quality and shall be performed in accordance with the plans and specifications approved by the City. Such work may be inspected by the Director, or his authorized representative, at any time. E. Airline shall deliver to the Director "as built" drawings of the work performed by it and shall keep such drawings current showing any changes or modifications made on or to its Exclusive Use Premises. F. Airline shall discharge when due all obligations to contractors, subcontractors, materialmen, workmen and others for all work performed and for materials furnished for or on account of Airline. G. Upon completion of or installation of any permanent addition or leasehold improvement, excluding Personal Property as defined in Article 1, on the Leased Premises, such permanent addition or leasehold improvement shall immediately become the property of City, as owner, subject only to the right of Airline to use same during the term of this Agreement and shall remain the property of City thereafter with the sole right, title and interest thereto unless otherwise specified in City's approval of the improvement. SECTION 7.03 Liens A. Airline shall cause to be removed promptly any and all liens of any nature arising out of or because of any construction performed by Airline or any of its contractors or subcontractors upon Terminal Area premised or arising out of or because of the performance of any work or labor by or for it or them at said premises, reserving the right to contest in court the validity of any such liens. Airline shall have the right to post an appropriate bond to cover its obligations pursuant to this paragraph. -24- In the event any person or corporation shall attempt to assert a mechanic's lien against the Leased Premises for improvements made by Airline, Airline shall hold City harmless from such claim, including the cost of defense. SECTION 7.04 Payment of Taxes A. Airline shall pay all lawful taxes, assessments, or charges which during the term of this Agreement may become a lien or be levied upon any interest in Airline's Terminal Area premises or any possessory right which Airline might have in or to said premises or any improvements thereof, by reason of its use or occupation thereof or otherwise, reserving to Airline, however, the right to contest, by administrative proceeding, court or otherwise the validity or applicability of any such tax, assessment, or charge. City shall provide such information as requested by Airline as may be required by such proceeding. Such payment shall not be considered part of Airport Revenue. SECTION 7.05 Payment of Utility Charges A. Airline shall pay promptly for all utilities and utility services used by Airline at or in Airline's Terminal Area premises in excess of those utility services specifically provided by City. SECTION 7.06 Public Address System A. Airline agrees that the use of City's public address system will be in accordance with City's written public address system policy. Airline shall not install, cause to be installed, or use any other public address system at the Terminal Area without the prior approval of City. SECTION 7.07 Employees of Airline A. Airline shall require all of its employees, subcontractors, or independent contractors hired by Airline working in view of the public and about the Terminal Area to wear clean and neat attire and appropriate identification. SECTION 7.08 Civil Rights A. Airline assures that it will undertake an Affirmative Action Program as required by a consent decree or Title 14, Code of Federal Regulations, Federal Aviation Administration, Part 152, Subpart E, to ensure that no person shall, on the grounds of race, creed, color, national origin, or sex, be excluded from -25- participating in any employment activities in 14 CFR, Part 152, Subpart E. Airline shall assure that no person shall be excluded on these grounds from participating in, or receiving the services, or benefits, of any program or activity covered by this Subpart. Airline assures that it will require that covered organizations provide assurance to Airline that they will undertake Affirmative Action Programs, and that they will require assurance from their suborganization, as required by 14 CFR, Part 152, Subpart E, to the same effect. In the event of Airline's breach of any of the foregoing covenants, City shall have the right to terminate this Agreement after service of written notice upon Airline in accordance with Section 14.01(10); and to re-enter and repossess premises, and hold the same as if Agreement had never been made or issued. SECTION 7.09 Disadvantage Business Enterprise A. The Airlines will abide by applicable Department of Transportation requirements concerning the Disadvantaged Business Enterprise Program. SECTION 7.10 Removal of Disabled Aircraft A. Airline shall promptly remove any of its disabled aircraft from any part of the Airport (including, without limitation, runways, taxiways, aprons, and gate positions) and place any such disabled aircraft in such storage areas as may be designated by City. Airline may store such disabled aircraft only for such length of time and on such terms and conditions as may be established by City. If Airline fails to remove any of its disabled aircraft promptly, City may, after notification to Airline, but shall not be obligated to, cause the removal of such disabled aircraft, provided, however, the obligation to remove or store such disabled aircraft shall not be inconsistent with federal laws and regulations and Airline agrees to reimburse City for all costs of such removal, and Airline further hereby releases City from any and all claims for damage to the disabled aircraft or otherwise arising from or in any way connected with such removal by City. -26- SECTION 7.11 License Fees and Permits A. Airline shall obtain and pay for all licenses, permits, fees or other authorization or charges as required under federal, state or local laws, and regulations insofar as they are necessary to comply with the requirements of this Agreement and the privileges extended hereunder. -27- ARTICLE VIII OBLIGATIONS OF CITY SECTION 8.01 Maintenance and Operations A. City shall, in accordance with Exhibit "E" attached hereto, operate, maintain and keep in good repair, and expend such amounts for O&M Expenses as shall be reasonable and necessary therefore, all of the areas and facilities of the Airport, except as specifically excepted by Section 7.01. B. City shall operate and maintain the Airport in a reasonably prudent manner and in accordance with the rules, regulations and orders of any Federal or State agency having jurisdiction with respect thereto. C. City shall supply lighting for the Airport, including adequate landing lights, floodlights, beacons and other field lighting. D. City shall use its best efforts to keep the Airport open and in operation for landings and takeoffs of aircraft of any type designed to use facilities similar to those at the Airport. In such regard, City shall employ or cause to be employed construction, reconstruction and repair techniques (including supervision and construction management) which will minimize Airport operational delays or disruption reasonably expected to result from such construction, reconstruction or repair. Except as otherwise provided in Section 15.01, City shall take all actions necessary to keep the Airport clear of snow, ice, debris, vegetation and other foreign matter. -28- ARTICLE IX DAMAGE OR DESTRUCTION SECTION 9.01 Damage or Destruction A. If by reason of any cause the Terminal Area premises are damaged to such an extent that the Terminal Area premises are untenantable in whole or in substantial part, then in that event: 1. If the repairs and rebuilding necessary to restore the Terminal Area to its condition prior to the occurrence of the damage can in the reasonable judgement of the City be completed within 90 days from the date on which the damage occurred, the City shall notify the Airline in writing and shall proceed promptly with such repairs and rebuilding, and in such event the rental for the Terminal Area for which provision is made in Section 5.01 hereof shall be abated prorate for the period from the date of the occurrence of such damage to the date upon which such repairs and rebuilding are completed. 2. If such repairs and rebuilding cannot, in the reasonable judgement of the City, be completed within 90 days, the City, at its option, to be evidenced by notice in writing to the Airline, may either (1) proceed promptly with said repairs and rebuilding, in which event the said rental shall be abated as aforesaid, or (2) terminate the letting of the Terminal Area, in which event the said rent therefore for which provision is made in Section 5.01 hereof shall be abated from and after the date of the occurrence of the damage. 3. In the event of such damage to the Terminal Area, the City will make its best efforts to provide substitute facilities, or space which the Airline may occupy, and such substitute facilities or space will be made available to the Airline in accordance with the schedule of rentals, fees, and charges for the use of Airport as then established by the City. Airline will be under no obligation to accept such substitute facilities, in which case City will be under no obligation to provide said substitute facilities. B. The obligations contained hereinabove shall not be construed to impose upon the City any obligations with respect to Airline's personal property or leasehold improvements installed by the Airlines. -29- ARTICLE X INSJJRANCE AND INDEMNIFICATION SECTION 10.01 Insurance A. Airline shall purchase and maintain comprehensive public liability insurance for claims for property damage, bodily injury, or death allegedly resulting from Airline's activities into, on, and leaving the Airport in an amount not less than ten million dollars ($10,000,000) per occurrence. Said policy shall name the City as an additional insured, to the extent of the contractual liability assumed by Airline under this Agreement, and shall include a 30 -day written cancellation notice provision to the City. B. Certificates of required coverages shall be delivered to City. C. All certificates of insurance required herein shall be in a form approved by the City Attorney and with a company or companies authorized to do business in the State of Texas. Each policy shall provide that such policy may not be materially changed, altered, or cancelled by the insurer during its term without first giving at least 30 days' written notice to City. D. At least 30 days before the expiration of any then -current policy of insurance, Airline shall deliver to City evidence showing that such insurance coverage has been renewed. Within 10 days after the date of written notice from the insurer of cancellation or reduction in coverage, airline shall deliver to City a policy or certificate reinstating or otherwise providing the required insurance. E. If at any time Airline shall fail to obtain or maintain in force the insurance required herein, City may, on written notice to Airline, cancel this Agreement. If Airline has not delivered evidence of insurance to City at least 30 days before the date on which the current insurance expires, City may notify Airline, in writing, of its intention to cancel this Agreement and may cancel the Agreement effective as of the date of expiration of said policy if evidence of such insurance is not provided to City by Airline on or before the date of expiration. SECTION 10.02 Indemnification A. Airline agrees to indemnify and hold City harmless from and against all liability for injuries or death to persons or damage to property caused by Airline's negligent use or occupancy of the demised premises; provided that Airline shall not be liable for any injury, death, damage or loss to the extent that such injury, damage, or loss is caused by negligence of City, its agents or employees; and provided further that City shall give -30- Airline prompt and timely notice of any claim made or suit instituted which in any way directly or indirectly, contingently or otherwise, affects or might affect Airline, and Airline shall have the right to compromise and defend the same to the extent of its own interest. -31- ARTICLE XI TERMINATION AND CANCELLATION SECTION 11.01 Cancellation by City A. The City, at its option, may declare this Agreement terminated in its entirety upon the happening of any one or more of the following events and may exercise all rights of entry and re-entry upon the Terminal Area: 1. If the rentals, fees, charges or other money payments which the Airline herein agrees to pay, or any part thereof, shall he unpaid on the date the same shall become due. 2. If the Airline shall file a voluntary petition in bankruptcy, or make a general assignment for the benefit of creditors, or if the Airline is adjudicated bankrupt. 3. If any act occurs which operates to deprive the Airline permanently of the rights, power and privileges necessary for the proper conduct and operation of its business. 4. If, for a period of 365 consecutive days, the Airline either (1) abandons or ceases to use the Terminal Area in the conduct of its Air Transportation Business, except when such abandonment and cessation is due to fire, earthquake, strike, governmentalaction, default of the City, or other cause beyond its control, or. (2) ceases to perform regularly scheduled Revenue Landings at the Airport, and if the Leased Premises have not been assigned or sublet pursuant to Article XII. 5. If the Airline shall use or permit the use of the Terminal Area at any time for any purpose for which the use thereof at the time is not authorized by this Agreement or by a subsequent written agreement between the parties or shall use or permit the use thereof in violation of any law, rule or regulation to which the Airline has agreed in the Agreement to conform. 6. If the Airline shall be in violation of any provisions of this Agreement with respect to the maintenance of the Terminal Area and Airfield Area. 7. If the Airline shall be in violation of any provision of this Agreement with respect to the subletting of the Terminal Area. B. In the event of cancellation by the City upon the happening of the event described in Section 11.01(A)(4), the City will use its best efforts to convince any subsequent airline -32- tenant to engage in negotiation with Airline to reimburse Airline for its unamortized investment in what had been Airline's Exclusive Use Leased Premises. C. No delay or omission in exercising any right or power accruing to the City upon any default shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. SECTION 11.02 Cancellation by Airline A. The Airline, at its option, may declare this Agreement terminated in its entirety upon the happening of any one or more of the following events: 1. If by reason of any action or non -action of any Federal or other governmental agency having jurisdiction to authorize the Airline to operate aircraft in or out of the Airport (including action in the nature of alteration, amendment, modification, suspense, cancellation or revocation of any such certificate, permit or document), the Airline shall cease to have City to operate aircraft in or out of the Airport pursuant to such a certificate or document, provided that either (a) such governmental action or non -action was not requested by the Airline, or in the alternate, (b) the Airline gave the City reasonable advance notice that such governmental action or non -action was being requested or might occur. 2. If by Congressional or Legislative action of the United States the Airline is deprived of such certificate or similar document. 3. If a court of competent jurisdiction issues an injunction against the City or any successor body to the City preventing or restraining the use of its Airport for airport purposes in its entirety, or the use of any part thereof which may be used by the Airline and which is substantially necessary to the Airline for its operations, and if such injunction remains in force for a period of ninety (90) days or more. 4. If the Terminal Area becomes untenantable in whole or substantial part; and the City does not terminate the letting thereof, pursuant to an option reserved to it in this Agreement, and does not proceed as promptly as reasonably practicable with the repairs and rebuilding necessary to restore the Terminal Area to its condition prior to the occurrence of the damage. -33- 5. If the City fails to provide and maintain means for unobstructed ingress and egress to and from the Terminal Area in accordance with the provisions of this Agreement. 6. If by reason of any willful act, willful omission wrongfully done or wrongfully omitted to be done in violation of this Agreement, the City shall substantially interfere with the use by the Airline of the Terminal Area and Airfield Area for the purposes for which the use thereof at that time is authorized by the Agreement. 7. If the City shall be in violation of any provision of this Agreement with respect to maintenance of the Terminal Area and Airfield Area. 8. If, for a period of 365 consecutive days, the Airline either (1) abandons or ceases to use the Terminal Area in the conduct of its Air Transportation Business, except when such abandonment and cessation is due to fire, earthquake, strike, governmental action, default of the City, or other cause beyond its control, or (2) ceases to perform regularly scheduled Revenue Landings at the Airport, and if the Leased Premises have not been assigned or sublet pursuant to Article XII. B. Notwithstanding, anything to the contrary in this Agreement contained, no termination declared by either party shall be effective unless and until no less than thirty (30) days have elapsed after written notice to the other specifying the date upon which such termination shall take effect and the cause for which it is being terminated (and if such termination is by reason of a default under this Agreement for which termination is authorized, specifying such default with reasonable certitude) and no such termination shall be effective if such cause shall have been cured or obviated during such 30 -day period, or in event such cause is a default under this Agreement and if, by its nature, such default cannot be cured within such 30 -day period, such termination shall not be effective if the defaulting party commences to correct such default within said thirty (30) days and corrects the same as promptly as reasonably practicable, provided that the thirty (30) day period specified in this subparagraph shall not apply to termination declared for failures of the Airline to make money payments hereunder, for which termination may be declared by the City upon fifteen (15) days written notice; however, if payment is made within said period of fifteen (15) days said notice shall be of no force and effect. SECTION 11.03 Surrender and Holding Over A. The Airline covenants that at the expiration of the period for which any of the Terminal Area is leased to it, or at the earlier termination of the letting thereof, it will quit and surrender such premises in good state and condition, reasonable -34- Terminal Area, or to the said Airline. C. In the event Airline shall continue to occupy the Leased Premises beyond the term of this Agreement or any extension thereof without City's written renewal thereof, such holding over shall not constitute a renewal or extension of this Agreement, but shall create, upon the same terms and conditions, a tenancy from month to month which may be terminated at any time by City or Airline by giving thirty (30) days written notice to the other party. D. Airline further agrees that upon the expiration of the term of this Agreement or sooner cancellation thereof, the Leased Premises will be delivered to City in good condition, reasonable wear and tear and matters covered by Airline's insurance excepted. -35- ARTICLE XII ASSIGNMENT OR SUBLEASE SECTION 12.01 Assignment or Sublease A. Airline shall not at any time assign, transfer, convey, sublet, mortgage, pledge, or encumber its interest under this Agreement, or any part of the Leased Premises, to any party without the prior written approval of the City, except with respect to any company with which Airline may merge or consolidate, or which may acquire substantially all of the Airline's assets. No assignment, transfer, conveyance, or sublease by Airline shall relieve Airline of its responsibility for payment of rent and performance of all other obligations provided in this agreement, without specific written consent by the City to such relief. SECTION 12.02 Accommodation of New Entrants A. It is the objective of the City to offer all Airlines desiring to serve the Airport, access to the Airport and to provide adequate space in the Terminal Area and Airfield Area. City hereby states its intent to pursue the objective of achieving an optimum balance in the overall utilization of the Airport, to be achieved, if necessary, through sharing, from time to time of Airport facilities. 1. The parties hereto agree that every reasonable effort will be made to accommodate any other incoming or incumbent Airline, such carrier to be referred to hereinafter as "Requesting Airline". The parties agree that the City will make every effort to accommodate such Requesting Airline through direct lease of premises between the City and Requesting Airline. In the event no premises which will accommodate the Requesting Airline are available for lease from the City, the parties hereto recognize that it may become necessary to share the use of the Premises demised herein with other air carriers so as to reasonably accommodate new and/or additional air transportation service at the Airport, and to afford Requesting Airline the opportunity to share use of Airline's demised Premises (including but not limited to, passenger hold rooms, loading bridges, ticket counter, bag make-up areas and aircraft parking positions). In determining whether the use by Requesting Airline is reasonable and possible, City in consultation with the -36- Airline will consider the compatibility of the proposed operations of those with whom Airline has sublease or handling agreements, Airline's existing and published future flight schedules, the need for labor harmony, and the availability of other premises at the Airport. Should Requesting Airline's requirements not be reasonably accommodated by other Signatory Airlines the Director of Aviation, acting on behalf of the City, shall convene a meeting of all Signatory Airlines at the Airport (including Airline) in an effort to reasonably accommodate the Requesting Airline. In the event such efforts as outlined above fail to provide reasonable accommodations and facilities for the Requesting Airline, the provisions in paragraph 12.02 (8) with regard to Exclusive Use Space and Preferential Use Space will be enacted by the Director of Aviation on behalf of the City. 2. Nothing contained in this Agreement nor the rights conferred herein relative to common use areas and facilities shall prevent or prohibit the entering into of inter -airline agreements between Airline and other Signatory Airlines authorized to operate into and out of the Airport; provided, however, that any agreements between Airline and another air carrier providing for joint use of the Common Use areas or facilities in the passenger terminal areas used by Airline in connection with its occupation and use of the Leased Premises shall be approved in writing by the City. B. Exclusive Use Space - The City reserves the right to provide Exclusive Use Space as defined herein, to the Requesting Airline; such accommodation(s) to be provided by remodeling and/or new construction. Such decision shall be made after consultation with tenant Signatory Airlines (including Airline) currently serving the Airport. 1. Remodeling will be treated as a tenant improvement and sole cost will be borne by Requesting Airline and the rent per square foot per annum will be assessed at the same rate as that paid for similar space under lease by other Signatory Airlines at the Airport. If, as a result of such remodeling, the square footage of the public areas is reduced, such reduction will be reflected in the base rate paid by all Signatory Airlines at the Airport. 2. In the event of new construction, costs involving additions or building modifications (including financing cost, if appropriate) will be allocated according to the provisions of Article V. Requesting Airline will pay rents, fees and charges established pursuant to Article V. Any increased public areas created as a result of such construction will be treated in the manner established by Article V. -37- ARTICLE XIII GENERAL PROVISIONS SECTION 13.01 Compliance With Law A. Airline shall not use its Leased Premises or any part thereof, or knowingly permit the same to be used by any of its employees, officers, agents, subtenants, invitees, or licensees for any illegal purposes and shall, at all times during the term of this Agreement, comply with all applicable and lawful regulations, ordinances, and laws of any city, county, or state government or of the U.S. Government, and of any political division or subdivision or agency, authority, or commission thereof that may have jurisdiction to pass laws or ordinances or to make and enforce rules or regulations with respect to the uses hereunder or the Leased Premises. B. At all times during the term of this Agreement, Airline shall in connection with its activities and operations at the Airport: comply with and conform to all applicable and lawful present and future statutes and ordinances, and regulations promulgated thereunder, of all Federal, State, and other government bodies of competent jurisdiction that apply to or affect, either directly or indirectly, Airline or Airline's operations and activities under this Agreement. SECTION 13.02 Notices, Consents and Approvals A. All notices, consents and approvals required or authorized by this Agreement to be given by or on behalf of either party to the other, shall be in writing and signed by a duly designated representative of the party by or on whose behalf they are given. Until further notice to the Airline, the City hereby designates Director as its representative to sign such notices, consents and approvals on its behalf, and until further notice to the City, the Airline hereby designates its Director - Station Operations as its authorized representative to sign such notices, consents and approvals on its behalf. Notices to the City shall be addressed to it and delivered at the following office: Director of Aviation City of Corpus Christi International Airport Department of Aviation 1000 International Drive Corpus Christi, Texas 78406 Notices required herein may be given either by hand or by certified or registered mail, postage prepaid, or at such other -38- office in the continental United States as the City hereafter may designate by notice to the Airline in writing. Notices to Airline shall be deemed sufficient if in writing and given either by hand or by registered or certified mail, postage prepaid, addressed to Airline at the following address: Conquest Airlines Corp. 2215 Redwood Avenue Austin, Texas 78723 SECTION 13.03 Federal Requirements A. The Airline for itself, its heirs, personal representatives, successors in interest, and assigns, as a part of the consideration hereof, does hereby covenant and agree that in the event facilities are constructed, and maintained, or otherwise operated on the said property described in this Agreement for a purpose for which a Department of Transportation program or activity is extended or for another purpose involving the provision of similar services or benefits, the Airline shall maintain and operate such facilities and services in compliance with all other requirements imposed pursuant to 49 CFR Part 21, Nondiscrimination in Federally Assisted Programs of the Department of Transportation, and as said Regulations may be amended. B. The Airline for itself, its personal representatives, successors in interest, and assigns, as a part of the consideration hereof, does hereby covenant and agree that: (1) no person on the grounds of race, color, or national origin shall be excluded from participation in denied the benefits of, or be otherwise subjected to discrimination in the use of said facilities, (2) that in the construction of any improvements on, over, or under such land and the furnishing of services thereon, no persons on the grounds of race, color, or national origin shall be excluded from the participation in, denied the benefits of, or otherwise subjected to discrimination, (3) that the Airline shall use the premises in compliance with all other requirements imposed by or pursuant to 49 CFR Part 21, Nondiscrimination in Federally Assisted Programs of the Department of Transportation, and as said Regulations may be amended. C. Airline assures that is will undertake an affirmative action program as required by 14 CFR Part 152, Subpart E, to ensure that no person shall, on the grounds of race, creed, color, national origin, or sex, be excluded from participating in any employment activities covered in 14 CFR Part 152, Subpart E. Airline assures that no person shall be excluded on these grounds from participating in or receiving the services or benefits of any program or activity covered by this Subpart. Airline assures -39- that it will require that its covered suborganizations provide assurances to Airline that they similarly will undertake affirmative action programs and that they will require assurance from their suborganizations, as required by 14 CFR Part 152, Subpart E, to the same effect. D. The Airline agrees to furnish service on a fair, equal and not unjustly discriminatory basis to all users thereof, and to charge fair, reasonable and not unjustly discriminatory prices for each unit or service; Provided, that the Airline may make reasonable and non-discriminatory discounts, rebates, or other similar types of price reductions to volume purchasers. E. It is understood and agreed that nothing herein contained shall be construed to grant or authorize the granting of an exclusive right within the meaning of Section 308 of the Federal Aviation Act of 1458. F. Noncompliance with Section 13.03(A),(B),(C) above after timely notice by the FAA to the City of Airline's noncompliance and a failure of Airline to substantially remedy such noncompliance within a reasonable period, shall constitute a material breach thereof, and in the event of such noncompliance, the City shall have the right to terminate this Agreement. SECTION 13.04 Successors and Assigns Bound by Covenants A. All the covenants, stipulations, and agreements in this Agreement shall extend to and hind the legal representatives, successors, and assigns of the respective parties hereto. SECTION 13.05 Governing Law A. This Agreement and all disputes between the parties arising hereunder shall be governed by the laws of the State of Texas. SECTION 13.06 Quiet Enjoyment A. The City agrees that, on payment of the rent and performance of the covenants and agreements on the part of Airline to be performed hereunder, Airline shall peaceably have and enjoy the Leased Premises and all the rights and privileges of the Airport, its appurtenances and facilities granted herein. SECTION 13.07 Nonliability of City's Agents and Employees A. No officer, agent, or employee of the City shall be liable for any acts or omissions of Airline, or its agents, -40- servants, employees, or independent contractors, or for any conditions resulting from the operations or activities of Airline or to any other person, nor shall the City be liable for any loss of or damage to any personal property, fixtures, or equipment installed or stored in the Airline's Leased Premises or elsewhere on the Airport. The City shall not be liable for Airline's failure to perform any of the obligations under this Agreement or for any delay in the performance thereof. SECTION 13.08 Incorporation of Required Provisions A. The parties incorporate herein by this reference all provisions lawfully required to be contained herein by any governmental body or agency having jurisdiction over the Airport. SECTION 13.09 Nonwaiver of Rights A. No waiver of default by the City or Airline of any of the terms, covenants, and conditions hereof to be performed, kept,and observed by the other party shall be construed as, or shall operate as, a waiver of any subsequent default of any of the terms, covenants, or conditions herein contained, to be performed, kept, and observed by the other party. SECTION 13.10 Consent of the Parties A. Where this Agreement requires the consent, approval, designation, or any other affirmative act of one or more parties, Airline and the City agree that such consent, approval, designation, or affirmative act shall not be unreasonably withheld or made. SECTION 13.11 Force Majeure A. Neither the City nor the Airline shall be deemed to be in breach of this Agreement by reason of failure to perform any of its obligations hereunder if, while and to the extent that such failure is due to strikes, boycotts, labor disputes, embargoes, shortages of materials, acts of God, acts of the public enemy, acts of superior governmental authority, weather conditions, floods, riots, rebellion, sabotage or any other circumstances for which it is not responsible and which are not within its control. This provision shall not apply to failures by Airline to pay rents, fees, or charges or to make any other money payments required by this Agreement. This provision shall not prevent either party from exercising its rights of termination under Section 10.01 of this Agreement. -41- SECTION 13.12 Agreements with other Airlines A. The City agrees not to enter into any scheduled airline operating agreement and terminal building lease with any other Airline conducting similar operations at the Airport after the date of this Agreement that contains more favorable rentals and fees than those provided in this Agreement. SECTION 13.13 Headings A. The paragraph headings contained herein are for convenience in reference and are not intended to define or limit the scope of any provision of this Agreement. SECTION 13.14 Incorporation of Exhibits A. All Exhibits referred to in this Agreement are intended to be and hereby are specifically made a part of this Agreement. B. The City Manager, or his designee, is authorized to amend Exhibits A -H as necessary to reflect current conditions at the Airport, as previously agreed to herein. SECTION 13.15 Entire Agreement A. This Agreement, together with all Exhibits attached hereto, constitutes the entire Agreement between the parties hereto, and all other representations or statements heretofore made, verbal or written, are merged herein. Except as otherwise provided herein, this Agreement may be amended only in writing, and executed by duly authorized representatives of the parties hereto. SECTION 13.16 Severability A. In the event any covenant, condition, or provision in this Agreement 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 any such covenant, condition, or provision does not materially prejudice either the City or Airline in its respective rights and obligations contained in the valid covenants, conditions, or provisions of this Agreement. -42- IN WITNESS WHEREOF, the parties have executed this Agreement and Lease as of the day and year first above written. ATTEST: City Secretary APPROVED: Hal George, City Attorney -Assistant City Attorney CITY OF CORPUS CHRISTI By: City Manager AIRLINE By: Deborah M. Edwards /A- / L0,(. Title: Director - Station Operations ATTEST: -43- - 4A sE nk5� g CONQUEST AIRLINES EXHIBIT E LEASED PREMISES The Leased Premises including Exc_usive Use, Preferential Use, and Common Use premises. for the Airline are described below: A. 340 square feet of ticket counter, cffice and baggage makeup space for the exclusive use of the Airline. E. 0 square feet cf passenger hoidr JOm space for the exclusive use of the Airline. C. 0 square feet of operations space fo= the exclusive u:E. the Airline. D. N/Z, sc_uare feet on Spat; for o related purpose, fJ_- th_-. ex'c L.S1ve use _, the E. 0,429 s uare I=et of sot _Cr baggage drop and baggage cia for use in common .;itl; ethers, F. 250 square f'_ -et - common with others. :creenlnc, point for use in G. 0 aprcn poS 1 1Cr3. _ fcr pre `erent al use of the Amino - coeds psi] uommoD z-D iiuirixa 113d 3dViibs *1334 3dVnbS 133d 3dvnbs 133d 3??VilbS 133d 38Viibs 68/Zl selJe aoueu94utew 6 a anu?nau-uoN* L'?9'00l 1VNIHd31 1V101 919'9 33VdS N3H10 OLO'El 33VdS NOISS33NO0 68L'8E 33VdS 3NIl?dIV ZLL'ZO 33VdS 3ll3ild V33V DNI3f00?dd-311N3A3d 0 IISIHX3 w z :7 COMMON USE EXCLUSIVE USE d o N �y O 0 a -9 oF. zzz zzz U U U VU ¢¢ <¢ ¢¢ zz zzz ¢ zz UU 000 UU U UU 00 ¢UU V UU UU 000 UU U U V UU 0000 U U ¢_¢< <« << < _¢< ¢< <« ¢ << zzz zzz zz z zz zz zzz z zz ¢¢V ¢¢¢ ¢¢ < U¢ U¢ ¢VU < V¢ 000 UVU ¢¢ ¢ ZZ ¢¢ ZZ <00 < U¢ ¢¢U ¢¢¢ ¢¢ ¢ U¢ U¢ ¢UV ¢ U¢ 000 UUU UU < 5 - ZZ zz ¢« ¢ <¢ zz zz zz ti °l 00 0..0 0 0 50 ah. N 2 ti U "� U 9 0 0 Q -O U 0 0 cO 8.9 1 �.9 � 8. " .9 .� s ".2 max u ' a . 0 " „VU X03 m 8.9 hCaw 3 qa -2O(nw ��M+ ci.D :104.6 U X <44 U wG n.D t!L ^' cJ..ci U ^' N ri V Vi b r 8.Custodial Service EXHIBIT F PASSENGER AND LANDING REPORT MONTH/YEAR PASSENGER TRAFFIC FOR MONTH NUMBER OF ENPLANED PASSENGERS NO. OF ENPLANED REV. PASSENGERS N0. OF ENPLANED NON -REV. PASSENGERS NUMBER OF DEPLANED PASSENGERS N0. OF DEPLANED REV. PASSENGERS N0. OF DEPLANED NON -REV. PASSENGERS NUMBER OF AVAILABLE SEATS LANDINGWEIGHTS PLANE TYPE NAME OF AIRLINE MONTHLY NUMBER GROSS LANDING TOTAL WEIGHT OF LANDINGS PER WEIGHT PER PER PLANE TYPE PLANE TYPE PLANE TYPE TOTAL LANDING WEIGHT FOR MONTH FREIGHT ENPLANED DEPLANED CARCO X .73 M MAIL FUEL PURCHASE - NUMBER OF GALLONS PURCHASED FROM - ENPLANED DEPLANED SIGNATURE OF COMPANY OFFICIAL EXHIBIT G Date: 04 -Dec -89 C 0 L N N OI O COL. CO 0 N U t J U C _U N C > 0 NO20 CID 3 - x N - cZ 0 C u IL -POO 4-000L4) O 0 0 21 u 0 Q 2 LL. L -• 0 0 N • N `H 4 - LU J4` -`0Q O O x II O O I- O L U C C CCO C C a o 0 N O O O O O r W u u J CO N p ._I 0 0 J D O Q z 0 vJ_ U N 0 O_.O N O I- U Q Q CO U U 2 A LLI IL r t K rNN o0 IArNNNNI Y)- J N O U 0 0 0 0 U 0 0 r 10 = - u u u u u Y u 0 U..-....._ .- . .- D -- I- .0 _0 r -0l .0 SI.0.O_0 - J t t t t t t L m a - x x x x x x x - o O = W W W W W W W X j LI w 104- 0- 10 P O1 r U U. J DCO 1- 0 07 N 0 j CO Q 0 - 1- 0 Q Q Q 0 P 1 -MOO M r O A V N M N •O In PPO N M r In VI • C 0 N U 0 V \ C N O 1- C C L 0 W d 3 3 3 0 O C O 1- p O S ILQ U- rn N 0) C u ES- J O. L- a L O O m Q 1- n In Q 0. b 040.00 0 0 •00mN O 0 •O .S M O P 0 0 N 0 O r ^ O DJ M TTL Direct O&M U C i V 00 O C U N la C LL W L -OO V N C C in t C O L C- L U n J C 10 W C C C0 < c c N C 6 — O In 0- a J w C Cq o -•- IN CJ Z Q O O 11 N0M 11 CO •O 11 unO •O 11 r 11 N 0 N 11 00 11 0 11 0 O In ii P P 0 OP IN O 11 d •O II M 11 II 11 N II M II II 11 11 11 11 11 11 0 O 11 11 11 N W 0 L 0 0 0. 11 0 u 11 N L u m I1.1 0I 0...- L.u s a > 1 N L 0 II 0 > N y 11 > N -4 L Q N O v N 1- 6' 117 REQUIREMENTS an operating expense. fl 0 .4) 0 • >. O CICI C J O O 0 d v U CO vl C a C x E •• C a -U L J 0 aLI C LL F r \ \^^ ^^^^^ Or N fr r r r r V Vl •0 N- 0 P N r N N V V\ •O n 0 P O r N M N •O n CO P O r N M J V\ •O n 0 P O r N N K N M VV1•O 1"--0P ...- N N N N N N N M M M tel M M M M M MVV-iVJ JVVJ J V• Ln 0 0) n -3 N C. 6 tO N O O H U CO 0 0 0 LO0 O C+ d d • V O 1 0N C.r 2 UM N O L CC 0 Ct. K _N Q O - 2 0 0 q N N d' et r to S O 1- O N fJ 7 CO 0 .r H O x o 0 w cJ DIRECT COST CENTERS I� O O O. h 110) CO N V P '0 11 n d M P 0 11 CO COM Al 11 P N I O�4 PO MCVr MI 0 CV N 11 N VO 0 4--COr NM CO ‘0...e• V P O V0 N. M NM 1'- rM N .0 V0 CO 0 0, NN nn N N000 W P0).1N NN M VO CO A14- in Ln 40 -1 O In r MM P0. N- CO n 0 M r N- V) N- 1,3 VO^N N • O N 0 U-. 0, 0 0 0 V- 0 1 0 0 = 0 < ' 0. 0 u Of ON • 'O O 04 • ^^^^^N 40 N. NQ 0r NM Jln b n 03 P 0 r N in N.O f� (O P 0� N MST O '0 COV) C01. 0.0 r PM V' CO PO 0 N 00 < IA N ' IA LA LA '0`0000, O'0`0'0'01\n^Mn f. n i- n A 000000 CO CO CO CO Cr. P P P P P P P 0• P rrr 11 •O 0 o NN II O II 331 POM I 30 I a- 11 I1 N 1 01 ` —' 11 .O C 10 11 %0 O II L 0 1 O L C 3 11 '0 0 L J 11 •O 6 F H 31 0 0 11 O X acl CI O u O o a 0 3 L N O D. 0` u. L 0 3 U M N 0 0 0 0 a 0 C C C U = 3O CHRISTI INTL AIRPORT 0. 0 C L rts 0. L 0 d C 3 E W 1-- 0 L 6 N Iv CO N 2 2 O O 6 0..X ...100 W ] P X U _ .4 O 0 r CO O u 0 CC •_ A- LL to 1 N I- O 3 N 2 2 O O O 2 I U 0 0 O 0 co 1- 1- ti 1 - - ._. Q 0' -. CO 0 co o 0 0 d C C O 0 • X< 0 • < L E L t W Q r•• Q - 0 •- N d. 2 2 Q O. O O O N M O M O N.Mn.A.Ap.-- 114.0 CO PN o0AA 11 O O N•00 I' 0' N NN NNJ iI .O II I/ 0 CO 0 A 0' O r O '0 430 0 LilJ O A N J N o o n O 0 O OO O O AO • M J J P CO inM1 X X X X X X X O —O '0 vsJ 0. O3.-O.O 03J W O J O In —. N M J o .0 03 O M P M 0 O OJO en .0 CON. II P O n •O Nin 11 N n n o it ..0- o is - 0.n.- iio 0`0 A N..- II P I . II 11 a11 - A n CcN 0 O 1A M IA 0. X X X X X 0 O O N N Lel in O N A d 0 • 40• \ O X X X X N CO 000 00 0 AIA N in 0\ t A O X X X X X X 0 O O O O O 0 O O O O O O\ O O X X X X X X ^ in OCAOo O0 A O IAJ VI in p\ 1•4 W O M X X X X X X PO O O O O O 0 M 0 r M O o O\ J O N Total Allocation 0 In < N F O N u Ve 2 vl O 2 Q - 0 O O Q Q VC'0 0 0. O Crl 0 O < W O CO 0 CO P O Q J ON 1nA M B O N A A NM. - M M O N 0 N .... O0 W P N N N N CON `- IA.n4O. O J N .- .f 0 0 0 0 0 0 0 0. O J O P A 0. P •O MQMM A 00,00 • A N A A N 000v1N 00 N M J 0 P J O h .p N N Y L 0 N J d — q o d C Q 0< L j L 1- 0 u 2 NX Q 0. 0 A CO N O • 03 N 0 M N P ▪ U 0. d M E 3 O ▪ C ("0 L •2 245 .0 d 0. N N 1- O 0 01 0 C O 0 O 0 O CP L '4 2 C O 0 0 O O 0 U 0 O U Q o 0 Q cc O CO D N. N. N MJ V1 b AO P 0.- N M^ in 30 A O Q N 3- cm M At in .DA O P 03- Cu M J '0 A00. co NMJ Vl.0A O PO NMJ ..0000000.-.-.-.- .- _.. N N N NN N N MM M M n M M M M M J J J JJ J Al J 0 0 in Date: 04 -Dec -89 O U CC0 CC 7 CL -J CO Q w • O N • 0 U O u N I-•• Q CO 0 0. 2 O 0 2 O w U Q m N 11 n• N r P •- P O 11 •O O co •- co co 110 r Nn CO P 11 - 11 N •0.00.1I//�� Y 11 N PN.Oh C v L C u C J N `C- 01 v x 4;1.n o ` 0 CO U J 2 4 O w 2 0 0 7 -CC w Q U 0 CO J w Q cc w w w to O U v ��w �dr I - a C O N C C L. N L L. L Q 0. 0 d N inN e 0— O N 0 •N u 4-0 d L X w W •• 0 0 O ^ r CO In L.E. CO P 0 r N MV 0, •O t'- 0 P 0� In -4 bA r M •O N. 0P N M J N •O 0 \....•..-.Lnun VI 0.0.0 .0.0.0.0.0 I� I,-INt�tNN r, r-- PO.CO Q N M ,> in •O V1 U 0. Date: 04 -Dec -89 K 0. CC 6 - 0 _ C0 • N I- N 4 VI N O Z 0 0 0 Z N • W M. CO n o i o O w U Bond -Funded Projects •00 CO NN A co m •0 M 0. IA M. 10 Al M�I• 0 0 0 P v V• O 0 •O A N V\ 0 O N. 0 A N •O N M N O N 00 .f0 M .1 .t A •O •p AMP J CO .t •O P N •- A A MP 0J •- J .1 0 - V -- c N N •O N N 03 N M Al 0 V\ .. N. Al O A CO M VI Lt1 M A •O LSI A N N O N CO o .* o N Cr A O. ICI CO b o O O •O 0 0 M n 0 O A N N CO RA M P O N 0. O O N O . f NT 4O .1 O ^ 0. Al J N E E N CO r w m N o cN o.0 0 t '. L ✓ O. •• 0) ▪ c 3 0 in L L L C- .- O m\ LL o C a3 30 U O.� m� tt S OM J F CO V N pCOY V aM V I N lop a F L p N C c•. 4 A LO L 3 0 C C E- 4 L 3 V L 4 3 L VI N O X 1- r N •- LL K 4.3 U oC J U S u' Q V K 4 N 0 00 0 ergy Conservation v 1.1 P M N o0 O NVI A V\ 0 M M OO to 0000 00 O N N[O.O 00000000000 00O 0 OA 40 VI N• 00000000 M 0,03 M.O POO O VAOOO Al IA f` O.O M• -•NMN JAN^ON CC)N N 0, 0 0 A 0 N 0 0 N 0 O 0 O A 0 - N N Cr: O • M V\ M A v N CO v N CO• b M P • P P > N 6 U < 0 0 0 O IA v O NN V\ 0 V% 0 VS N 4300 0 0 0 CON N 0 • IA IP 03 M0O O ii N - O N VIN MO 0 •O O P 0 N J N N 0 )-- ea O N rn P C - T >- a ▪ 0 C 0 O 0 In 0. V1M 4 D N U U C - C >. o 4 3 04 0\ o c L 0 s 2� 0 s s C C 0 C u 'p % U w 0 -- > L L C w V L 0 0 J C O LL P O (0 co 0v- 0 W D OP p •V- -I C C 0 4 o LL E _- NLA _0 3.d N YI�M fJ 0L. 3M C�- - C \ L 0 OIG N. J - u U C C f V o•- �C omei ^ C C o V g E p C u c L m i 3 3 0) 0 u 33 E O 1- - N V I- - I- N N 0. I- C 1- X A O - n • • V\ A - M P M A J d X A 4003 A O '- O N O 0 M 03 X A 0 O O LA • 0 0. A •-•N M .1 M 04 v N N 0 P N P .1 In .1 V O CO N 03 • COCC U P O .- 6 LL V 0 0. ▪ C d 0 p u p .N O m X TOTAL WORK IN P 0 .-00-a 001*-.. (00-0 .-N^ VV\•0A_NPO-040 .1 VI 40A OPO -N M.I VI.OA NP O -U re) 4. 0 0 4 N M V V\•O P N Al N Al Al Al N N N 0 N N 0 N N N N N N N N N Al Al N Al 0 0 N N N N N N 01 N N N N N N N N N N 0 0 L d >' a a d a 0 0 4.4 0 U ra U 0 d y OI u G 0 u E y Date: 04 -Dec -89 CO P > Li - y O M 2 O U U F Q CO = 0- e U 12 S O X Q LI LU u N O M V\ 0 '0 N O V\ O N O P N d d N coCO P tel M 117 REQUIREMENTS 2 tt AIRLINE TERMINAL CCi 3 N d • a O u U m C L w 0 7 Subject to adjustment. Subject to adjustment. L cO d E 0 L a an d d g 3 • 0 a 0 d L N OI J r0No- 0 F O _ Uea O co d '2 d• JL. 0 0 CO U L 0 0 0 d a a d L cd c co 9 d c a T J CU a CO 0 0 E c E o 0 0 0 d d ryry a 0 E 0 00. d da •0 3 0 0. d 0 N CO O T V d W N M U E E 0 C dd U 0 m an 00 L 0 J d X 0 0 a O. w> Q < V `O M P VI P O N V 0 co `0 M fel N N M N See Exhibit G-4 for calculation. 0 0 0 VI N. M^ P P A •O O t0 A 0NS 0 0 O O MA 0 N N(OVN NN•O Non `O •O W • M N V N O Co O • n h N Ln VI 0 in l0 • V N 0 CO N N V O M N. O N 0 V V^ CO CO 00 0•0 O CO N. N. 3/ �•0 •-NOMN N N •0 •O MM rN� M V V N N•--M.i r-- 0 0 0. d Date: 04 -Dec -89 0 \ O V A r O A M A AWP'0 V V 1'- o N M •• 0 . N CC •0 x V 0 1- •• K N 0 m z, a — j cc x O w Q O V NET REVENUE CALCULATION C y E O U Y L \ 0 J OCI 0 0 u N O d > L C aI O 0 .0 H > \ CO L 0 d• L 0 J 0 = O • C O O > •- 0 O K L K G V F KL 03 N M V RIA N V - V A N O O C \ 0 w C K 0 O 0 C ar -' 0 C O •- 2 OLIC OM0 m in od V1 N ON •0 0 0 nN •O •0 N N 0 3 U C \ 0 > 0 O 0 0c LL C A O C -0N u CO.� On. N 0 C LLO J 0 O L L1 J 0 0V a-0 C 0 K U C •E X > )< > 4.X T N W V W N_ W W 0 N -I 0 CC 0 x r • • • • 0, • M VI M f P N P N N V tel r in • v v NET REVENUE (DEFICIT) FUND O � V 0 v •o 0 N L H 0 = 0 VI C T— L u•¢ M N 0;C. M_. Reconciliation • 0 0 0 3 u n u L 0 0 T.E 0 •0. Y O 0 01 3 .0 0 0 m (O N P r J Y U •4- 0 C u a. > J Y L -o U 0 N O J O 0 co .0 C u D N O J O N_ U. 0 O T ~ 2L� O C Y 0 .0 • 'o 0—' 0 L J u would be excluded in calculation. O 3 V T J 0 C C 'o 0 -• 0 L 0 C • O > V 0 L 0 C 0 u mC3 r -- > Y u •o.0 > L L D - 03 W 0DL C L 00003 K u p v - --\a N hA 0)2-O r NOM V V\•O A CO P O r N NI V •OIL CO P 0r NNN V\N A N O.O.- NM V 1n•O N- CO 0- x 0- 0 0- 0. 0 0 0 0 0 0 0 0 0 0 .......... N N N NJ N N IO M M M M M M M &I M V Q N 01 V in •O N N N N N M M 00 01 M M M M M M M M M M M M M M M M M M 01 03MM M M M M M M M M M M M M MMM M M EXHIBIT II DEBT SERVICE SCHEDULE Fiscal Yea r Airport Fund 117 1989-90 8603,245.27 1990-91 580,086.85 1991-92 570,558.71 1992-93 585,392.91 1993-94 597,394.88 1994-95 607,444.56 1995-96 618,599.75 1996-97 606,746.35 1997-98 620,072.29 1998-99 632,788.84 1999-00534,046.47 2000-01 448,719.28 2001-02 451,560.95 2002-03 456,799.18 2003-04 459,026.26 2004-05 462,138.99 2005-06 175,640.37 2006-07 68,559.38 NOTE: Includes interns! on 1985-A Capital Appreciation Bonds for fiscal wars 1997-2000. -40- CONQUEST AIRLINES CORP. EXHIBIT C-1 Exclusive .. Use Space irs $ot ■■ 1 „11 -,CE .—Y „£-,t, £ti „1-,9£ Coy -.T' - r -4 Al.. Conquest will occupy and pay rental on the office space marked by crosshatching on this Exhibit. At such a time that a new tenant requests the adjacent space which this identified space blocks access to, either Conquest will lease all the space or relinquish all the space identified on this Exhibit. „C hat ttAe toregoing o finance was read to the first tune and passed to its second reading on .ie i day of 4 , 19c/ , by the following vote: Mary Rhodes Cezar Galindo Leo Guerrero Betty Jean Longoria (Lt1 at, Edward A. Martin Joe McComb Dr. David McNichols Clif Moss Mary Pat Slavik at/. That the foregoing ordin ce was read for the second time and passed to its third reading on this the , �jO day of ti,4,(_ 0 , 19 ,i/ , by the following vote: Mary Rhodes - Ili , Cezar Galindo i �! li - Leo Guerrero (16-d01-1, Betty Jean Longoria a , That the day of /VL(LJ , 19 Edward A. Martin Joe McComb Dr. David McNichols Clif Moss Mary Pat Slavik Liz 1-u', Ctly oregoing ordinance was read for the third time and passed finally on this the o2 L1 , by the following vote: Mary Rhodes Cezar Galindo Leo Guerrero Betty Jean Longoria OE f . Edward A. Martin ���L� , Joe McComb l «4e, ( Dr. David McNichols �f Q Clif Moss •� Mary Pat Slavik day of PASSED AND APPROVED, this the cz J ATTEST: City Secretary at 1-J ,194 / . CITE'--OF)CORPUS CHRISTI APPROVED: DAY OF , 19 . JAMES R. BRAY, JR., $V-TERP*-f2ITY ATTORNEY By `l IC b\- , Assistant City Attorney 044 r N ,� ':1172 PUBLISHER'S AFFIDAVIT Acct. # 0053-18438 State of Texas, ]CITY OF CORPUS CHRISTI County of Nueces 7 ss: Ad # 54763 PO # Before me, the undersigned, a Notary Public, this day personally came Annette Mendoza, who being first duly sworn, according to law, says that she is an Accounting Clerk of the Corpus Christi Caller - Times, a daily newspaper published at Corpus Christi in said County and State, generally circulated in Aransas, Bee, Brooks, Cameron, Duval, Hidalgo, Jim Hogg, Jim Wells, Karnes, Kenedy, Kleberg, Live Oak, Nueces, Refugio, San Patricio, Victoria, and Webb Counties, and that the publication of "NOTICE OF PASSAGE OF ORDINANCE NO. 021172" of which the annexed is a true copy, was published in the Corpus Christi Caller -Times on the 2nd day of June 19 91, and each day thereafter for 0 consecutive day(s). 1 Times s 44.55 Accounting Clerk s art ,rr}?eSr before me this 3rd.. day. ,,p.f ,. -June . ar ,Nt DEP Srt DEBRA VILLARREAL Notary Public, Nueces County, Texas My commission expires on 4-24-93 State of Texas, ] County of Nueces ] ss: PUBLISHER'S AFFIDAVIT CITY OF CORPUS CHPISTI Ad # 14851 PO # 1991. Before me, the undersigned, a Notary Public, this day personally came Rosie A. Mendez, who being first duly sworn, according to law, says that she is Advertising Receivables Supervisor of the Corpus Christi Caller -Times, a daily newspaper published at Corpus Christi in said County and State, generally circulated in Aransas, Bee, Brooks, Camer- on, Duval, Hidalgo, Jim Hogg, Jim Wells, Karnes, Kenedy, Kleberg, Live Oak, Nueces, Refugio, San Patricio, Victoria, and Webb Counties, and that the publication of NOTICE OF PASSAGE OF ORDINANCE ON SECOND READING of which the annexed is a true copy, was published in the Corpus Christi Caller -Times on the 5th MAY 1991 1 Times 1 1 hi S 47.25 Advertising Receivable & Supervisor S ss ((}�]��}ed�a}J�d /wonp/ /t�p�nbefore me this 21st day of MAY , 1991. `21 V �/' 1..l 1 V l.0 DEBRA VILLARREAL Notary Public, Nueces County, Texas My commission expires on4.24.1993 Mame op AUh[Li TION ofl HA -,LEAEA H ' AGREEMENTTs13>9E7WEEN E THE CITY 'CYNI�6 11; AND FON PUBLICATIONFOrt Of lead _ le these to the City le MY�S: 1. u$21.47 - per square fee-wnuaily for sxclu edgp (340 square- s 'j fest) or $7,300 per year; 2., r $21.47 per sewers foot Com - mon Uas gorges for beg claim and baggage conveyor r atsas-total prorated *mount Is. - ' 9223,911; 3. 9.73 per 1000 , pounds estimateddto be 01399 per year. A copy of the Mase is an erile In the City Sacretsry's. Of_ to hNM. The ordnance was pang r- and approved on lard reading by the City Council of the Crop ... - of Corpus Christ Tawas 04 the 29th day of May. 1991.... /s/ Armando Chaps; City of CorSacretwy pus Christi. • NOTICE OF PASSAGE OF ORDINANCE ON • SECOND READING AUTHORIZING THE EXECU- TION OF A .LEASE AGREEMENT :BETWEEN CONDUEST 'AIRLINES AND THE CITY OF CORPUS C $S- TI; AND PROVIDING FOR PUBLICATION; term of .lease is three yeah; payment to the City is as foliows: 1. $21.47 per square foot annually for exclusive space (340 square feet) -or $7,300 per year; 2. S21.47 per squats foot Com- mon UN Charges for bag claim and baggage conveyor areas - total prorated amount is $223,911; 3. $.73 per 1000 pounds gross landed weight, estimated to be $13,690 per year. A copy of the lease is on file In the City Secretary's Office. 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