HomeMy WebLinkAboutC2009-262 - 7/21/2009 - ApprovedAirline Use and Lease Agreemen#
For
Corpus Christi International Airport
BY AND BETV~IEEN
THE DITY ~F D~RPU HRITI
AND
OUTHI~ET A~~LINE ~.
AllUT ~, ~4q9
GV~~'~~~
ord. DZS~37
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r ~~ ixr'i I~.`'4~' ~~'; ~~ 1~~.~ ~ ; ~~ ~..~~~ ~
JUL 14 2009
1~ .. .' i~..'.~i ,. !....,
o~thwest A~~rline~
~ ~
TABLE ~F CONTENTS
Art isle Title Pa~c e
~ . DEFINITIONS ~
~. EFFECTIVE DATE
~.~~ Effective Date ~
x,02 Cancellation of Prior Agreements S
TERM 8
4. PRENfISES 8
4.01 AIRLlNE's Leased Premises 8
4.0~ Employee Parking 9
4.0~ Federal Inspection services 9
~, USE, ~PERATI~N AND MAINTENANCE CF THE AIRPORT AND RELATED FACILITIES 9
~,a~ AIRL.INE Rights and Privileges
~,~~ Exclusions and Reservations 1 ~
.~ CIT1~'s operation and Maintenance obligations ~ 0
x.44 AIRLINE'S Cpe~ation and Maintenance Obligations ~ 7
x.08 Designation of Cperatior~ and I~alntenance Responsibilities ~ 8
. CAPITAL IMPROVEMENTS 19
.01 General ~ 9
8.0~ Crat~ts-In~Aid ~ g
7~ RENTALS, FEES, AND CHRE ~~
7.01 Landing Fees ~
?',~~ Terminal Rentals ~a
T.03 Apron Fees ~~
7.04 Joint Use Charges ~~
1,05 Other Fees and Charges ~1
7.~~ Payments ~~
7.07` Information to be Supplied by AIRLINE ~
1.08 Security for Payment ~4
1.~ Passenger Facility Charge ~5
7.10 Capitalized Interest on Fonds ~fi
1. ~ 1 Continuation of Rent ~8
7. ~ ~ No Further Charges ~5
Artlc~e Title
7.1 ~ Charges for Service ~?
~ f
~. DHANE IN RATES FDR RENTAL., FEES, AND CHARGES 27
8.01 Annual Rate ~#~ange 2T
8.02 Other Rate Dhange~ 28
8.03 incorporation of Exhibit "" 28
8.04 Settler~ent 28
8.05 DITY Oovenants 29
9. AIRLINE IMPROVEMENTS 2
x.01 AiRLiNE lmprover~er~ts 29
~ 0. DAMAGE OR DETRUGTiON 31
~ 0,41 Partial Damage 1
~ x.42 ubstant~al Damage 31
~! V.~V Destruction ~
10.04 Damage Daued by AIRLINE 2
~ 0~4~ ITS' Responsibilities 2
1 ~, INDENiNIFiOATION AND INSURANCE 32
~ x.01 Indemnification 32
1 ~~42 Insurance 33
1 ~ .03 vl~aiver of subrogation 34
12. CANCELLATION EY CITI~ 35
12.01 Events of Default 3
~ 2.02 Dontinuing Responibiiitles of AIRLINE 34
12.03 OITY's Rerne~ies 38
~ 3.CANCELLATION BY AlRL1NE 3a
13.41 Events of Default 3~
~ 3.02 AiRLINE's Remedy 8
14~ SURRENDER OF AIRLINE PREMiE 3
~ 4.01 urrer~der and Delivery 4
14.02 Removal of Property 30
14.03 Holding Over 3
18. ASIOh~II~ENT AND SUBLETTING AGREEMENTS 39
1 x.01 Assignment and Subletting by AIRLINE 39
1 .AVAILABILITY OF ADEC~UATE FACILITIES 41
Artiole Y tle
18.01 Declaration of Intent ~1
~ ~.~~ Acovr~rnodatlon ~f Reguesting Air~lnes ~~
~ 1
/ . OOIIERNMENT iN~LUSIOIV 4~
11.D~ ~over~ment Agreements 4~
~ ?'.Q~ Federal Ooverr~~ent's Emergenc~r cause 4
~~.Q3 Nar~discrir~ination 43
~ 7.Q4 Security 44
18.OENERAL PREVISIONS 44
18.0 Subordination to Master Bond Ordinance 44
~ ~~o~ h~on-waiver 45
180 R~ht I'Von Exclusive 45
~ S.o4 quiet Enjoyment 45
~ S.QS performance 4~
~ 8.0~ Aviation Rights 4~
18.0 Rules and Regulations 4
~ 8.~8 Inspection 4~
9 8.09 No Individual Liability 47
18.~o Relationship of parties 4l
~ 8 ~ ~ 1 rapacity to Execute 4~
~ S, ~ ~ Savings 4l
~ 8.1 Successors and Assigns Bound 4~
~ 8. ~ 4 Incorporation of Exhibits 4l
~$.1 b Titles 47
~ 8. ~ ~ Severability 4l
~ ~. ~ ~ Amendments 4~
~ x.18 Most Favored Nations 48
1 S. ~ ~ Other Agreements 48
~ 8,~~ Approvals 48
~ 8.~~1 Notices 48
18.~~ Agent for Service 49
18.E Ooverning Law 4g
18.4 Force Majeure 49
~ 8,~~ Entire Agreer~ent 49
! ~
LET ~F EXHIBIT
Exhi~i~
Title
A Airport Boundaries
B AIRLINE' Leased Premises
Terminal Layout
~ Designation of Responsibilities for Operation and ~lintenar~ce
~ Mon#hly statistical Report
~ Terminal Equipr~e~rt
O Rates and Dharge ~Iodei
P~
! ~
THIS ACRE~~IENT is made and entered into this day of
~g~g, by and between the City of Carpus Christi, a municipal
cor oration and olitical subdivision of the state of Texas, hereinafter referred to as "CITY," and ~UTHVI~ET
~ p
AIRLINES C. a car oration organized and existing under the laws of the state of and
p
authorized to do business in the state of ,hereinafter referred to as "AIRLINE,}'
VIIITNEEThi:
vVHEREA, CITY is the owner of the Carpus Christi International Airport,located inCarpus Christi,
Texas, hereinafter referred to as the "Airport";
vvHEREA, CITY is responsible forthe operation, maintenance and improvement of the Airport;
vIJHEREA, CITY has the right to lease and license the use of property and facilities on the Airpork
and has full power end authority to enter into this Agreement in respect thereof; and
vVMEREA, AIRLINE is a corporation primarily engaged in the business of scheduled transportation
by air of persons, property, mail andlar cargo; and
UvHEREAS, AIRLINE desires to obtain cerkain rights, services and privileges in cannectian with the
use of the Air art and its facilities, and CITY is willing to grant and lease the sane to AIRLINE upon the terms and
p
conditions hereinafter stated; and
III~F-IEREA, the intent of the parties hereto is to enter into an agreement uvhich gill more definitively
s eci the ri ht and obli atians of the parties with respect to the operation of the Airport by CITY and the use and
p fY g g
accu anc of Air art b AIRLINE+ and this Agreement is responsive to and in accordance with that intent;
p y p Y
N~IN THEREFORE, far and in consideration of the mutual covenants and agreements herein contained}CITY
a
and AIRLINE do hereby mutually undertake, promise and agree, each for itself and its successors and assigns,
as follows:
ARTICLE ~: DEFiN~Ti~N
' rrn and hrases wherever used in this Agreement shat! far the purposes of this
Thgi following wards, to p
Agreement have the following meanings:
` ' ' hail mean an re lanai airline that operates flights under the designator code of the
Affiliated A~rirne y 9 , i , , .
as deli Hated in wnt~n b such agntory Arri~ne from trine to time. AiRL~NE may dunng
~gnatory A~rlrne, g 9 ,y . , .
f his A regiment cancel the des nation of n Affiliate A~rl~ne with thirty ~0~ days wntten nonce
the term o t g g
' er be res onsible far the an future obligations of that airline beyond the termination date.
and w~ii no long p Y
nt shaii mean this Airline Use and Lease Agreement between iTY and AlRL1NE, as the same
A reemgi
ma be emended or supplemented from time to time pursuant to the terms hereof.
y
' n shall mean a cam an en a ed 1n the business of scheduled ar non~scheduied
Air Transportation amps y p Y g g
carnmeroial transportation by air of persons, property, mail, andlar cargo.
' sines shall Mean that business operated by AiRL1NE at the Airport far the commercial
Air Trans artatron Bu
transportation by air of persons, property, mail andlor cargo,
' Aron shaii mean those arts of the Ramp Area immediateiyadjacentto the Terrr~inal, as
Aircraft Parkin p
' that are used far the arking of aircraft and support vehicles, and the loading and
designated bythe iTY, p
unloading of aircraft as shown on Exhibit .
Airfield shall mean the Landing Area and Ramp Area.
AIRLINE shaii mean the cheduied Air farrier executing this Agreement.
' n the o us Christi lnterrtataanai Airport owned and operated bythe iTY, the boundaries
A shaii rhea rp
` arkiculari shown on Exhibit "A,~ attached hereto, including ail real property and
of which are more p ~
'm rover~ents and a urtenances thereto, structures, buildings, fixtures, machinery,
easements, ~ p pp
' v hides su lies and other tangible personal property, ar interest in any of the foregoing, Hour
equiprngint, a pp
r ac wired b CITY, less any thereof which may be consumed, sold or otherwise
or hereafter leased o q y
disposed of.
' ' ` Committee AAAC shaii mean collectively the authorised representatives of each
AirportlA~rlin~ Affairs ~ ~
' ' ' h shall meet or conduct conference calls from tune to time with representatives ofthe
~gnataryA~rline whic
` 'formation and rovide in ut ~rorn the signatory Airlines with regard to the planning,
A~rpart to receive in p p
2
development, operation and financing of the Airpart,
' 0 far the de osit of all Revenues ar~d payment of all
Ai art Fund shall mean the A~rportDperat~ng Fund 4~~ p
' ed to this fiend that are not fully or partially funded
~&{~ expenses and any capital expenditures allocat
Federally, by the State of Texas, or locally..
Year the CITY's estimate of the fallawing: ~ ~ }Direct and
Air art Re _ u~rernent meen~, far any Foal ,
ses' ~ Debt Service including coverage requirements but
1nd~rect ~ crating and Maintenance Expen , ~ ~
P
` Cherfunds' thaw net emaunts funded through the Airport
excluding Debt Service paid by a , { ~
' seful life 4 thane ar~aunts required to be deposited
' retiona Fund amortized aver a pra~ected u , { }
Disc ry
uant to the terms of the Master Bard ordinance; ~5}the
during the Fiscal Year to any fund created pars
rnent arisin out of ar as a result of the ownership, operation, or
net amount of any~udgment or settle g
i r a crated Ai art-related facility payable by the CITY
maintenance of the Airport ar any CITY~wned a p rp
t limited to the amount of any such judgment ar settlement
dunng said Fiscal Year, including, but na ,
claim action, roceeding ar suit alleging a taking of property ar an
arising cut of ar as a result of any p
' r ode uate aorn ensatian, trespass, nuisance, property damage,
interest in property without dust a q p
' er claim aotian, roceeding, ar suit based upon or relative to any
personal ~n~ury, or eny ath p
he Ai art for the landing end taking off of aircraft; and
environmental impact resulting from the use oft rp
ar es ar re uirements of CITY related to the Airport to be
G}eny and all other sums, amounts, ch g G
' d ar accounted far during such Fiscal Year under CITY's
recovered, charged, set aside, expense ,
' ~ however that the Airport Requirement shall not include
accountin system or this Agreement, provided, ,
g ~ ~ F alt of
' throe h ~ chargeable to a special facility, es direct charge as res
an mounts included in ~~~ 9 ~ ~
Y
the terms of this Agreement, or a tenant impravernent.
' ant of an im rovernent constructed ar asset purchased ar
Annual Ca itai utla means the Net Capital ~ p
nd and deli Hated by CITYas n Annual Capital outlay
ac aired firom the CITY s Airport Discretionary Fu g
far any Fiscal Year.
serve fund held by the CITY far the payment of Annuel
Airport D~scretionary Fund shall mein a re
' ar at the Ai art Director's sale discretion,
Ce ital ~utla , apitai Improvements far the Airport, ~
p Y
terrntn~l cost center shorts'ali in the Airport Requirement.
. ~ al roe and easements, including improvements thereto,
Aviat~an stem shell mean all re p p ~y
~~
' her tan ibie ersanai property which are located an the Airpc as
structures, buildings, fixtures, and at g p
' ' h ma be hereafter owned or operated by the CITY far
of the ~fi#ective Date of this Agreement ar whic Y
3
the operation ar improvement of the Airport. The expenses and revenues associated with the
development and operation of these properties or assets that are constructed on the Airport gill not be
included in the calculation of Airline rates and charges,
~ D shall mean Baggage Information Display system.
B ds shill mean ~n~ bands ar other fir~~ncing `rntrurnent ~r obligation of the CITY, issued for the
purposes of improving the Aviation system.
Ca ital lm rovement shall mean the [Vet capital host to esquire, purchase or construct a single capital
item or project from the ITY's Aviation Discretionary Reserve Fund for the purpoe~s~ of improving,
maintaining, ar developing the Aviation system including expenses for developments study, analysis,
review or planning efforts with a cast mare than ~aa,0aa.
far o Area shall mean thane areas of the Airport, as designated by the DITY, that are used primarily for
svmmercial air cargo.
fast Deniers shall mean those areas ar functional activities of the Aviation system as set Earth in
Exhibit "„ attached hereto, grouped together far the purposes of accounting far Revenues, direct and
indirect ~~1 Expenses, and capital charges.
Debt service shall mean that portion of the Principal and Interest due on debt obligations created by the
Master Band ordinance hla. 0~4~ ~3 and all other Airport debt obligations.
Departrr~ent of Homeland. ecuri shall mean the department, or its successor, as established by the
United states Federal government to establish and administer transportation security requirements at
the Airport.
Deplaned Passenger shall mean any passenger disembarking from an Air Transportation Dompany
aircraft at the Terminal,
Director sha11 mean the Director of the Department of Aviation and shall include such person or persons
as may from t~rne to time be authorized in writing by CITY or by the Director or applicable law to act for
the Director with respect to any or all matters pertaining to this Agreement.
4
n an assen er boardin an Air Transportation or~pany aircraft at the
Enalaned Pssenc,~er, shall mea y p 9 g
' an such assen er that previously disembarked from any other aircraft of the same or
Terminal, ~nclud~ng y p ~
or from the same aircraft, then operating under a different flight
a different Air Transporkat~on company
number.
' ' es shall mean those areas assigned exclusively to AIRLINE forits use, a shown an
Exclusive Use Prem~s
Exhibit "B", attached hereto,
hall mean the Federal Aviation Administration, grits authorised successors}.
FAA s
l accountin eriod of CITY for its general accounting purposes which, at
Fiscal Yea shall mean the annua ~ p
f twelve consecutive months, beginning with the first
the time of entering Into this Agreerr-ent, is the penal o
day of August of any year.
' remises shat! mean the baggage claim area, and associated baggage make-up space as
Jaunt Use P
Exhibit B attached, hereto, which ail Airlines use and share in the oastfor usage.
Shawn on ,
' rmula means that formula used to calculate the rates and charges for each
Joint Use ~har_ges Fa
' F ercent ~4°Ja of the oast ar expense of Joint Use
cote a of Joint Use Premises which prorates twenty p ~ ~
9 rY
' Il Airlines and their deli Hated Affiliates, and eighty percent {SO~I~} of the
Premises equa!!y among a g
ch Airlines based on each Airline's, including designated Affiliated Airlines,
cast or expense emang su
proparkianate share of enplanements.
roans of the Ai ark tousled far the sanding, taking off and taxiing of
Lanl~n Area shall mean those po ~ p
' without limitation, a roach end turning ~vnes, navigation or other easements, runways,
aircraft, ~nclul~ng ~p
' nwa and taxiwa li hts, and other appurtenances in connection therewith.
taxiways, ru y Y 9
ailectivei AIRLINE'S Exclusive Use Premises, Preferential Use Premises,
Leased Premises shah mean c y:
_ -
and Joint Use Premises as Shawn on Exhibit "8~ attached hereto.
' hall mean the maximum certificated grass landing Freight, aS stated in
Il~ax~mum dross Landed I~IIe~ ht s
a! at which each category of aircraft operated at the Airpark by AlR~lNE is
A~RLlNE s flight operations mane ,
certificated by the FAA.
MUFID shall mean Multi-User Flight Information Display System.
5
i
Annual Ca ital outlay or Capital Improvement less
Net a ~tal Cost r~eans the aggregate cost of any p
^' - ' • ii PFs' iii Bands or other similar ~nanc~ng vehicles
is used fror the proceeds of. ~~} Grants ~n A~d,~ } ~ ~ ~
amour
• ~ talc Fees, and Charges; or ~iv~ Bands far which the
far which the Debt ServNCe w~Il not be pard from Ren ,
petit service is to be paid far by PFs.
tion Cam an raviding service at the Airpork that has
Nan'S~ Hato Airline shall mean any Air Transports p y p
si red this A regiment ar a substantially similsr agreement.
not g g
` eratin Reserve i`und 4fi1~ for the deposit of funds
D eratrn Reserve Fund shall r~ean Airport p ~
..
' ` serve Re uirement pursuant to the blaster Band ordinance o.
necessary to satisfy the ~perat~ng Re q
i cal Year one-sixth ~~ ~G} of the estimated total D&M
0243 which shall mean for the current F ,
went Fiscal Year a set forth in the current annual budget,
Expenses far the cu
• rnetirnes abbreviated as "~&l~I Expenses"} r~eans, far any
eratlon and h~aintenance Ex erases Aso
• r tin and rr~aintaining the Airport during such Fiscal
Fiscal Year, the casts incurred by the CITY ~n ape a g
r sirrailar or dissimilar, which under generally accepted
Year, ether directly or indirectly, whethe
. • x erases to the Airport} including expenses allocated
accaunt~ng pr~nc~ples, are properly chargeable ss e p
• ices and racedures of the CITY in accordance with the
to the Airport by CITY ~n accordance with pract ~
` lTY and taxes ayable by CITY which may be lavufully
ado ted budget, as may be revised by the p
p
' used u on the Airport by entities other than the CITY.
imp p
cili use char a in lieu of Exclusive Space rentand Joint
Peruse Char a shall mean the commensurate fa ty g
• ~ the ba a e make up, Joint Use holdroarn and associate
Use char a assessed to A~rlrne far the use of gg ~
g
• ~ ~ reernent ma designate a per Use Charge alternative in
a ron, and baggage cla~r~. A~ri~neswho sign th~Ag y
p
. ` ,r °, f facilities an a Per Ilse Charge basis which will represent an
the Premises sectron of Exhibit for use a
` l b the Lessee. if Airline chooses to operate under this
e uivalent value that will be established annual y y
q
the Airline uvill be required to pay in accordance wig the terms
Agreement underthe Per Use Charge terms,
outlined in Article 7.
' s of the Terminal and Ramp Area assigned to AIRLINE,
Preferential Use Prernrses shall mean thane portion
.. " ~ u „ hereto to ~rhich AIRLINE shall have priority aver all other users,
as shown on Exhrb~ts B and C ,attached ,
subject to the provisions of Article ~ ~.
F aneuverin areas adjacent to the Terminal, and shall
Ram Area shell mean the a~rcrsft parking and m 9
' ithin its boundaries all Aircraft parkin Aprons and ground service equipment storage and staging
include w g
as shaw~n on Exhibit "„
es and Char es means the Rentals, Fees, and Charges payable byAIRLINE pursuantta Article
Rentals, Fe ~
7.
nue Landin shall mean an aircraft landing by AIRLINE at the Airport far which AIRLINE makes ~
Revs Y
e or far v~rhich revenue i derived for the transportation by alr of persons, praperky ar mail, but Revenue
charg
' shall not include an landir~ of an aircraftwhich, after having taken off from Airport and without
Landings Y ~
' a landin at an other ai art, returns to land at Airport because of metearalogical conditions,
making g Y
hanical or a eratin causes, rr~edical reasons, crony other reason of emergency ar precaution.
mec p g
shall mean incarne accrued b the CITY in accordance with generally accepted accounting
Revenue__ Y
' includin investment earnin s, from ar in connection with the ownership ar operation of the
practices, g g
' stem or an art thereof, ar the leasing ar use thereof but specifcally excluding: ~a} nan~
Av~at~an Y p
tin income ar recei is from the sale of assets ar insurance claims, ~b}federal, state or Iocal grants
opera g ~ p ~
in-aid or reimburserr~ents, ~c} PFCs, {d}one-tirrre bonus payments fram lessors.
Aar Carrier shall mean an Air Transportation Company performing or desiring to perform,
oheduled Y
o ublished schedules, commercial air transportation services aver specified routes to and from
pursuant t p
' and holdin the necessa authority fram the appropriate Federal ar state agencies to provide
the Airport g rY
such transportation.
' Airline shall mean an Air Trans artatian Company that executed this Agreement, or a substantially
~gnator~ _-„ p
i~
' meat. The i Hato Airline executing the Agreement will be responsible far ail payments due
s~m~lar agree g rY
to Airportfor its designated Affiliated Airlines.
ail mean the eriad of time during which AIRLINE activities at the Airport shall be governed by
Tern h p
' meat exce t as otherwise set forth herein. laid Term shall begin an the Effective Cate and,
this Agree p
erwise set forth herein, terminate on the date set Earth in Article ~ ar as otherwise provided
except as ath
herein.
' l shall mean the airline assen er terminal building owned and operated by CITY at the Airport,
Term~na p g
as shown on Exhibit "C", atkached hereto.
7
.. nd hrases used in this ~ reer~ent but not defined herein shall have their usual and
Add~t~onal words a ~ ~
customary meaning.
ARTICLE 2: EFFECTIVE D~#TE
~.0~ Effective Date The Effective late of this Agreement is August ~, X009.
ncellation of Prior A regiments. Dn the Effective Date, all existing Airport Use and f_ease
2.g~ Ca ~ ,_
Agreements between AlRI.INE and CfTY shall tgirminate.
ARTICLE ~~ TERM
' ment shall be in on the Effective late set forth in Article ~ and shah tgirminate at midnight on
This Agree g
July 1, ~~~4 subject to earlier termination as herein provided.
ART[CLE 4: PREN[~Ea
~.~~ AIRLINE's i,eased Premises.
QTY does hgireb tease and demise to AIR~iIVE, and AiR~IIVE does hereby lease and accept
A. Y
Exclusive Use Prerr~ises, Preferential Use Premises, and point Use Premises din the event
from CITY,
` are created in the future end shown on a revised Exhibit "B"} as set forth in Exhibit "C~.
such premises
rovidgid in 4.0~ . below, any changgis to AIRLINE'S Exclusive Use P~ernises, made
B, Except as p
vai and subrr~ission of "es-built drawings, shall be evidenced by an amendment to this
after appro
Agreement p~rsuat~t to section ~ H. ~ 1.
hat than es to Exhibit "B~ are rude to reflect changes in the leased premises of
In the event t g
t other s ace than es not inconsistent with the provisions of this Agreement, then in
others, or to reflec p 9
i revised exhibits ma be substituted herein without the necessity for amendment of this
such event sa d y
Agreement.
8
D. lnciuded in AlRL1NE's Leased Premises is Terrr~inal Equipment a set forth in Exhibit "F~
attached hereto and made a park hereof. Terminal Equipment owned or acquired by CITY far use by AIRLINE
'rn AIRLINE'S Leased Prer~ises shalf remain the prapertyr maintained by CITY, and under the control, of CfTY.
4,a~ Employee Parking. ClTYwillmake available areas} at the Airport, in reasonable proxirrtity to the
terminal building, vehicular parking for personnel of AfRL1NE employed at the Terminals in conjunction with
other Airport employees; provided, however, such areas}shall not be used far the storage of vehicles or
trailers. The CITY reserves the right to estabiit~ and charge a reasonable parking fee for all Employee Parking,
4.03 Federal Inspection Bervices Areas. CITY may designate areas in the Terminal, or elsewhere on
the Airport, to be used by agencies of the United states overr~r~ent for the inspection of passengers and their
baggage, and for the exercise o~ the responsibilities of said agencies with respect to the movement of persons
and property to and from the United Mates, such areas shall not be considered a part of the AIRLINE'S
Leased Premises. CITY reserves the right to establish a fee for use of the areas by AIRLINE.
ARTIG~E ~: USE, ~PERATI~N AND I~AINTENAN~ ~F THE AIRPORT AND RELATED FACILIT~EB
b.0~ A~I~LIIVE_R~ght and ~~ivile~e. subject to the terms of thisAgreement, AIRLINE shall have the rightto
conduct AIRLINE'S Air Transportation Business at the Airport and to perform the following operations and functions
as are reasonably necessary to the conduct of such business at the Airport:
At The fending, taking off, flying over, taxiing, towing, and canditianing of AIRLINE'S aircraft and, in
areas designated by CITY, the extended parking, servicing, loading or unloading, storage or maintenance of
AIRLINE'S aircraft and support equipment subject to I~aragraphs ~.0~ F., 5.0~ ., and 5.a~ ~., to the
availability of space, and to such reasonable charges and regulations as CITY may establish; provided,
however, AIRLIiVE shall not permit the use of the Airfield by any aircraft operated or controlled by AIRLII~IE
which exceeds the load bearing design strength or capability of the Airfield as described in the than-current
FAA-approved Airport Layout Plan {ALIT} or other engineering evaluations performed subsequent to the
then-current ALP, including the then-current Airport Certification Manual
B. The sale of air transportation tickets and serrrices, the processing of passengers and their baggage
far air travel, and the sale, handling, and providing of mail, freight and express services.
The training of personnel in the employ of or to be employed by AIRLINE and the testing of aircraft
and other equipment being utilized at the Airport in the operation of AIRLINE's Air Trarrspartation Business;
provided, however, said training and testing shall be incidental to the use of the Airport in the operation by
AIRLINE of its Air Transportation Business and shall not unreasonably hamper ar interfere with the use of
the Airport and its facilities by others entitled to the use of same. The CITY reserves the right to restrict or
prohibit such training and testing operations as it deems interferes with the use of the Airport,
D. The sale, disposition orexchange of AIRLIIVE's aircraft, engines, accessories, gasoline, ail, grease,
lubricants, fuel ar other similar equipment ar supplies; pravided, however, AIRLINE shall not sell aviation
foals or propellants except ~i~ to such Air Transportation company which is a successor company to
AIRLINE, iii} an Air Transportation company which is a wholly owned subsidiary or designated Afflicted
Airline of AIRLINE ar~iii}when a comparable grade and type of fuel desired byathers i notcvcilableatthe
Airport except from AIRLINE. AIRLINE may not sell, dispose of or exohange new or used gasoline, ail,
greases, lubricants, fuel or other propellants unless disposed of in a r~cnner meeting ail local, stater acrd
federal regulations for thane products requiring disposal due to routine maintenance.
E. The purchase at the Airport or elsewhere, of fuels, lubricants and any other supplies and services,
from any person or company, shall be subject to Paragraph ~.4 D. and to the CITY's right to require that
each provider of services cndlar supplies to AIRLINE secures a permit from CITY to conduct such acfvity at
the Airport, pays required fees, and abides byall reasonable rules and regulations established by CITY. No
discriminatory limitations ar restrictions shall be i~rposed by CITY that interfet~e with such purchases;
provided, however, nothing herein shall be construed to permit AIRLINE to stare aviation fuels at the Airport.
The granting of the right to store aviation fuels shell be subject to the execution of a separate agreement
between AIRLINE and CITY.
F. The servicing byAlRL1NE ants suppliers, of aircraftand atherequipmentbeingutilized attheAirport
by AIRLIN E an Preferential Use Premises gates and Aircraft Parking Aprons ar such other locations as may
be designated by the Director.
The loading and unloading of persons, property, cargo, and mail by motor vehicles ar other means of
conveyance approved by CITY on the Preferential Use Premises Aircraft Parking Aprons ar such other
locations as may be designated by the Director and in compliance with the CITY's approved Airport
ertif cation Manual which is kept on file in the Airpork Director's office.
M. The provision, either alone or in conjunction with other scheduled Air farriers or through a nominee,
10
of porter~skycap services and security services for the convenience of the public and passengers as allowed
by 49 CFR Part ~ X44,
I. The installation and maintenance, at AIRLINE'S sole cast and expense, of identifying signs in
AIRLINE' s Exclusive Use, Preferentigl Use Premises, and Joint Use Premises shall be subject to the prior
written gpproval of the Director, however all signage in place and previously approved by the Director as of
the Effective Date, is hereby deemed approved. The general type and design of such signs shall be
harmonious and in keeping with the pattern and decor of the Terminal areas. Nothing herein shall be
deemed to prohibit AIRLINE'S installation of identifying signs on the walls behind ticket counters and ticket
lift counters in hall rooms as designated by the Director,
J. The installation, maintenance and operation, at no cast to CITY, of such radio communication,
computer, meteorological and aerial navigation equiprr~ent and facilities on AIRL[NE} s Exclusive Use
Premises as may be neceSSary far the operation of its Air Transparkgtion BusineSS; provided, however, that
the location of such equipment and facilities, r~ethod of installation and #ype of equipment Shall be subject to
the prior written approval of the Director, which shall not be unreasanabl withheld. CITY shall have the
right to charge a reasonable fee, surcharge, or rental charge far any location outside of AIRLINE'S Exclusive
Use or Preferential Use Premises. CITY may disapprove or require modification, removal, or relocation of
such equipment if it interferes with o#her communication, meteorologicg[, ar aerial t~gvigation systems
operated by CITY, other tenants, ar governmental agencies. Upon gbandonment or removal of any such
system, AIRLINE shall restore the Premises to its original condition, normal wear and tear excepted.
!~. Buch rights of way as may reasonably be required by AIRLINE far communicgtionS, computer
equipment, telephoner interphone, conveyor yterrrs and power and other transmission lines in greaS not
exclusively [eased by AIRL[NE, subject to the availability of space andlar ground areas aS reasonably
determined by the Director, All communication cables are to be installed in accordance with applicable
building codes. Communication cable and internal electrical wires are the responsibility of the AIRLINE from
the det~grcation paint and electrical wiring is the responsibility of the AIRLINE from the metered source.
L. AIRLINE she!! provide electronic flight arrival and departure information through CITY~installed and
maintained MUPID and BID systems or by any other method to which AIRLINE and CITY agree.
M. AIRLINE shall have the right to use, in common with others a authorized, the public address system
serving the Terming[ Building. AIRLINE shall not install, cause to be installed, ar use any other public
address system at the Terminal Building without the prior approval of CITY. The CITY reserves the right to
11
E ~
establish a charge far the use of such system.
installation of ersonal roe ,including furniture, furnishings, supplies, r~achinery,
N. The p p p ~Y
' n electronic ticketin machines in AIRLINE'S Exclusive Use Premises and Preferential Use
equipment, a d ~
' AIRLINE ma deem necessa Qr prudent far the operation of its Air Transportation Business.
Premises as Y rY
' h ersanal roe Shall remain with AIRLINE, subject to the provisions of this Agreement.
Tale to suc p p p ~Y
r Ss to and a ress from the Airport and AIRLINE'S Leased Premises far AIRLIIVE's officers,
~. Inge
eats and invitees assen ers, suppliers of materials, furraisherS of services, aircraft,
employees, ag a p ~
' vehicles machine and other property, such right shall be subject to 49 CFR Part 1 ~4~ Airport
equipment, rY
' all other a linable re ulatian and the CITY'S right to establish rules and regulations
Eecunty and pp g
' eneral ublic includin AlRLINE's passengers, and, iii} access to nan'public areas at the
gavern~ng ~~} the g p g
i art h AIRLINE'S em to eeS, suppliers of rr~aterials and furnisher of services; provided, however, any
A rp y p Y
re ulations of the CITY shall not unreasonably interfere with the operation of AIRLINE'S Air
such rules and g
' ins. Further CITY reserves the right to, frarr~ time to time, temporarily or permanently
Transportation Bus ,
' n roadwa or other area at the Airport In the event of such restrictions, and if
restnct the use of a y Y
hall ensure the avaiiabiii of a reasonably equivalent means of ingress and egress, CITY
necessary, CITY s tY
' with AIRLINE riarto an such closing which would adversely affectAlRLINE's operations at the
w~l! consult p Y
uch clasin is necessitated b circumstances which pace an imr~ediate threat to the health
Airport unless s g Y
nS usin the Air art. AIRLINE hereby releases and discharges CITY, its successors and
or safety of perso 9 p
' nand all claims, demands or causes of action which AIRLINE may have arisen from the
assigns, from a y
foot that such areas have been closed.
' and rivile es ranted to AIRLINE pursuant to this Article 5 may be exercised an behalf
P. The nghts p g g
her i Hato Airlines, deli Hated Affiliated Airlines, or contractors authorized by CITY to
of AIRLINE by of g ry 9
i es at the Ai art subject to the prior written approval of CITYand further subject to all
provide such sere c rp ~ ~
s rules re ulations and fees and charges as navy be applicable to the activities undertaken.
law , g
~.o~ Exclusions and Reservations.
in in this Article shall be construed as authorizing AIRLINE to conduct any business separate
A. Noth g
a art Pram the conduct of its Air Transportation Business at the Terminal. AIRLINE shalt Hat use or
and p
' fan artion of AlRLINE's Leased Premises far the~purpose of selling, offering for sale,
perrn~t the use o y p
' ravidin an merchandise, product, services, or advertising that directly car~peteS with an
dispensing ar p g y
' Ai art concession exce t for vending machines in the Airline's Exclusive Use Premises not
vuthor~zed rp p
~2
I ~
essible to ublic and nathin contained herein is intended to or shad be construed to authorize or permit
acv p g
the AIRLINE to conduct any activity ar to operate any direct or indirect business operation which in any
m gites with an authorized concession activity at the Airport without the prior written of appravaC
manner cap y
f the Director and the a meat to the CITY of concession fees. Any authorized third parley handling ntract
o PY
' t considered ~ concession for the purpose of imposing ~ concession fegi under the terms of this
~s no
Agreement,
B, AIRLINE shall not Ccnowingly interfere or permit interference with the use, operation ar maintenance
of the Ai art includin but not limited to, the effectiveness or accessibility of the drainage, sewerage, water,
rp
omrnunications fire ratectian, utility, electrical, orathersysternsinstalled orlocated from time to time at
c p
i art' and AIR~,INE shall not en a e in any activity prohibited by any future approved ~ 4 CFI Part t 50
the A rp g ~
ro ram or existin Noise Abatement Procedures or s such gay be amended from tine to time.
p 9 ~ g
As sawn as ossiblgi after release from proper authorities, AIRLINE shall remove any of its disabled
C. p
aircraft from the Cardin Area and Rarr~p Area, shall place any such disabled aircraft only in such storage
9
ma be deli Hated b the Director, and shall store such disabled aircraft only upon such terms and
areas as y 9 Y
conditions as ma be established bythe Director; provided, however, ACR1wICVE shall be requested to remove
Y
h disabled aircraft from AIRLINE` s prefergintialiy Ceased Aircraft Parking Aprons} only if deemed
suc
a in accordance with Article 'l~. In the event AIRLINE shall fail to remove any of its disabled aircraft
recess ry
x editiausl as ossible, the Director may, but shall not be obligated to, cause the removal of such
as e p y p
' d aircraft ravided however, the Director shall give AIRLINE prior notice of its intent to da sa and
dyeable , p
rovided further that the Director shall use reasonable efforts to remove such aircraft, AIRLINE shall pay to
P
u on recgii t of invoice, the casts incurred for such removal plus a fifteen percent ~~ b°lo}
CITY, p p
administrative charge.
D. AIRLINE shall Hat do or permit to be done anything, either by act ar failure to act, that shall cause
the cancellation or vialatian of the provisions, or any part thereof, of any policy of insurance for the Airport,
r hat shalt cause a hazardous condition sa as to increase the risks normally attendant upon operations
of
rrnitted b this A regiment. if such AIRLINE act, or failure to act, shall cause cancellation of any policy,
pe Y g
then AIRLINE shall immediately, upon notification by CITY, do whatever shall be necessary to cause
meat of said insurance. Furthermore, if AIRLINE shall do or permit to be done any act not permitted
reinstate
nder this A regiment, or fail to do any act required under this Agreement, regardless of whether such act
u g
shell constitute a breach of this Agreement, which is the sole cause of an increase in the CITY's insurance
remium far the Ai ort, AIRLCNI~ shall immediately rgir~edy such actions and pay the increase in premium
p ~
aciated with the act u on native from CITY to da so and after a sixty ~~~}day period far AIRLINE to
ass p
13
r ~
contest the increase.
E. CITY ma , at its sale option, install ar cause to be installed advertising and revenue generating
y
devices includin vendin machines, in Preferential Use or Joint Use Premises; provided, however, that
g 9
such installations sha#I not unreasonably interfere with AIRLINE' s operations authorized hereunder ar
substantiall diminish the s uare foots a contained in Airline Preferential Use orJaint Use Premises. C#TY
Y a g
rna also at its sale a Lion, install pay telephones, facsimile r~achine, ar other self-service traveler
y p
amenities in an ark of the Terminal; provided, however, installation of such devises in Preferential Use
p
Premises shall be with AIRLINE' s prior consent, which consent shall not unreasonably be withheld or
dais ed. CITY shall be entitled to ell income generated by such telephones end devices and to reasonable
Y
access u an Air#ine Preferential Use and Joint Use Premises to install or service such telephones and
p
devices. AIRLINE shall not be responsible far any maintenance of or liability arising from the installation,
maintenance, ar provision of any such services ar devices.
F. AIRLINE must comp#y with, and require its officers and employees and any other persons aver
whom it has control to comply with, such reasonable rules and regulations governing the use of Airport
facilities ursuant to this A regiment a may from time to time be adapted and prarnu[gated by C!1"Y
P g
includin but not limited ta, health, safety, environmental concerns, sanitation, and goad order, and with
Mi
such amendments revisions, or extensions thereof as may from time to time be adopted and promulgated
CITY. AIRLINE wi#I not do or authorize to be done anything, which may interfere with the effectiveness of
by
the drains a and sews a system, water system, communications systerr~, fire protection system, or other
g g
art of the utility, electrical ar other systems installed ar located from time to time at the Airport.
p
AIRLINE must coordinate training fights and other nonscheduled flight activities into and out of
G
Ai art with the Director. If requested by CITY, AIRLINE must restrict all such activities to certain hours
established b the Director sa as to not interfere v~rith scheduled flight activities of other Airlines using the
Y
Airport.
H. AIRLINE must comply with all requirements of the Americans with Disabilities Act {"ADA"}, as it may
be amended includin without limitation paying for the cast of removing all barriers within AIRLINE's
9
Exclusive ltse and Preferential Use Prefises, necessary to gain access to the AIRLINE's Exclusive Use
and Preferential Use Premises.
I. AIRLINE shall comply with all Department of Transportation requirements including ~4 MFR
8~.~3 a and 49 FR ~~,?~, as may be amended with regard to the chair lift ~"Lift"} used to board
~~
14
' '' im airment urchased b the Airport and intended to compEy with all
AIRLINE passengers with mobility p p y
' uirement includin 14 OPR ~8~.~3~e}and 4g MFR ~7.T~, as maybe
Department of Transpartat~on req ~
' a eration and use of the Lift shall be on a point use basis with other Airlines
amended. AIRLINE p
' en lane and de lane its asengers with mobility impairments end shall be
serving the Airport to p p ~
subject to the fallowing conditions and exceptions.
nd deli n that is com atible with the Lift so as to be used with applicable
1~ AIRLINE s aircraft ~s of type a g p
' ' h the hi hest de ree of safety. If AIRLINE elects to use aircraft
operational convenience end wit g 9
n AIRLINE is res ansible far providing a compatible lift at its sale
incompatible with Airport s lkft, the p
expense.
~ The Lift is available and i in a sound end operatianal condition.
' Lift ere re aired to corn fete operator training specified by the Lift
~ All AIRLINE persannel operating the q p
urer far safe, ro er, end efficient use of the Lift prior to use of the Lift.
manufact p p
' it or re lacernentwork is caused byAlRlINE's negligence ar inappropriate use
~} Ifanyma~t~tenance, rape , p
' res onsible for there air andlor replacement of the Lift to the extent of the
of the Lift, AIRPORT shah be p p
ne li ence or Ina ro riate use of the lift end the foil cast of any such
damage caused by AIRLINE s g g pp p
' lNE and due and a able immediately, plus a fifteen percent ~~ b°lo}
repairs shall be ~nva~ced to AIRL p
administrative charge.
. ~ nsibili to en lane and deplane its passengers with mobility impairments
a} It ~s AIRLINES sale respo ty p
lTY harmless for all activities associated with such the enplanement or
and shall hall
lanement and AIRLINE may use Airport's Lift to meet that responsibility.
dap z
F Ian to nati the Director of any needed repairs tv the Lift immediately upon
b} It ~s AIRLINE s obl~gat fy
discovery of such need.
l r reventative maintenance to the lift so as to keep it in gaol warking
c} QTY shall conduct raga a p
airs to orre lacementof the Liftshall betheAirport's responsibility,onless
order. Any necessary rep p
e i caused b AIRLINE'S negligence or inappropriate use of the Lift.
damag y
rrninal E ui ment aS Shawn in Exhibit "F" within AIRLINE'S Leased
J, AIRLINE may use Te q p
' hall ensure that Chase personnel involved in the use of Terrr~inal Equip rent are
Prern~ses. AIRLINE s
15
praperfy trained in the use and operation of the devices in a safe manner and that only those trained
AIRI.lNE personnel use and operate the Terminal Equipment. Except to the extent
preven#ed by Texas' Workers' Compensation law, AIRLINE shall indemnify
CITY from any and all claims for damages made against CITY due to injury,
death, or damage to persons or property resulting from use of Terminal
Equ~pmen# by AfRLINE, its agents, employees, or officers. Airpa~t stall conduct
regular maintenance to the Terminal Equipment so as to keep it in good working order. Any necessary
repairs to or replacement of the Terminal Equipment shall be the Airport's responsibility unless damage
is caused by AIRLINE's negligence or inappropriate use of the Terminal Equipment in which event
AIRLINE must repair ar replace the Terminal Equipment at its expense.
~. The rights and privileges granted AIRLINE pursuant to this Article ~ shall be subject to any and
all reasonable rules and regulations established by CITY and to the provisions of Article ~.
L. Any and all rights and privileges not specifically granted to AIRLINE far its use of and operations
at the Airpar# pursuant to this Agreement are hereby reserved for and to CITY
.g3 CITY's D eratian and Maintenance bli ations.
A. CITY shaEl with reasonable diligence, prudently develop, improve, and at all times maintain and
operate the Av'ratian ytern with adequate qualified personnel and keep the Aviation yster~ in goad repair,
unless such maintenance, operation or repair shalfi be AiRt_INE' s obligation pursuant to Exhibit "p„
E. CITY shall use reasonable efforts to keep the Aviation system and its aerial approaches free frorn
ground abstraction far the safe and proper use thereof by AIRLINE.
CITY shall not be liable to AIRLINE for temporary failure to famish all or any of such services to be
provided in accordance with Exhibit "D~ when due to mechanical breakdown or any other cause beyond the
reasonable control of CITY. CITY shall use commercially reasonable efforts to i}Ensure the goad repair of
the Aviation ystern and the services described in Exhibit "D~; and ii} Eliminate a failure thereof in order to
minimize the effect to AIRLINE as soon as passible.
~. C1TY shall maintain CITY owned passenger loading bridges located on Preferential Use Premises
Aircraft Parking Apron ~s}and the MUFICIEID provided by CITY for AIRLINE's use.
~~
E. ~[TY shall use funds within the Airport Discretionary Fund to pay far Iocal share of Annual
capital outlays and capital Improvements.
.~4 AIRLINE's ~peratian and Maintenance obligations,
_ _
~. AIRLINE shall, at ail times and at its awn expense, preserve and keep AIRLINE'S Exclusive Use
Premises in an orderly, clean, neat and sanitary condition pursuant to Exhibit "~.,'
B. AIRLINE shall keep at its own expense its Preferential Use Aircraft Parking Aprons} ~ reasonably
free as possible of fuel, oil end debris. AIR~.lNE agrees to amply with all applicable environmental laws,
rules, regulations, orders andlor permits applicable to AIRLINE'S operations on or in the vicinity of the
Airport, including but not limited to applicable National Pollutant Discharge Elimination System Permits end
all applicable laws relating to the use, storage, generation, treatment, #ransportatian, a~ndlor disposal of
hazardous or regulated substances. lfA[RLINE determines at any time through any means that any threat
of any potential harm to the environment, including but not limited to any release, discharge, spill, or deposit
of any hazardous ar regulated substance, has occurred or is occurring which in any way affects or threatens
to affect the Airport, or the persons, structures, equipment, or other property thereon, AIRLINE must ratify
immediately by verbal report in person or by telephone, to be promptly confirmed in writing, ~ ~ }the Director,
~~}the Airport's Public Safety~ffce, and ~}Emergency responsecanters and environmental arregulatary
agencies, as required bylaw or regulation,and mustfa[lawsuch verbal repartwithwntten reportasrequired
bylaw. AIRLINE agrees to cooperate fully with the CITY in promptly responding to, reporting, and remedying
any threat of potential harm to the environment, including without limitation any release orthreat of release
of hazardous ar regulated substance into the drainage systems, soils, ground water, waters, aratmosphere,
in accordance with applicable law or aS authorized or approved by any federal, state, or local agency having
authority over environmental matters. AIRLINE gill undertake all required remediatian and all casts
associated therewith, far AIRt,[NE's action or inaction which is directly or indirectly responsible far any failure
of the AIRLINE to materially conform to ail applicable environmental lags, rules, regulations, orders andlor
permits, The rights and obligations set forth in this paragraph survive the termination of this Agreement.
C. CITY shall maintain the Heating Ventilation and Air Donditioning system from the supply paintwhich
is the point at which the supply eaters the AIRLINE'S Exclusive Use and Preferential Use Premises and
continuing throughout the Airline's Exclusive Use Premises and Preferential Use Premises AIRLINE must
maintain electric loads within the designed capacity of the Airport's electrical system and prior to any change
in the electrical system loads which would exceed its capacity, writtan consent will be attained frorr~ the
Director by the AIRLINE.
1~
AIRLINE shall maintain fxtures, equipment, and its Exclusive Use and Preferential Use Premises in good
conditian, reasonable wear and tear excepted, and perforr~ all ordinary repairs and inside painting. such
repairs and painting by AIRLINE shall be of a quality and class not inferior to the original material and
workmanship,
D. AIRLINE may dispose of routine daily trash in the CITY provided trash campactorwithout additional
charge, E-~awever, AIRLINE, at its sole expense, must dispose of non-routine daily trash, including without
limitation construction debris and other waste materiels-including petroleum products, either directly or
through an independent contractor, either of which must obtain CITY permits.
E, AIRLINI=will provide and maintain hand fire extinguishers forail Exclusive Use and Preferential Use
Premises in accordance with applicable safety caries.
F. AIRLINE will repair, at its cost, or at CITY's option reimburse iTY far the cost of repairing,
replacing, or rebuilding any damages to the AIRLINE'S Exclusive Use and PreferentiaE Use Premises
caused by the acts or orr~issions of AIRLINE, its sub lessee, or its or their respective officers, employees,
agents, or business invitees, including without limitation customers. Any repairs made by AIRLINE are
subject to ir~Spection and approval by CITY.
C. AIRLINE may not erect, maintain or display on the Airport any billboards, banners, advertising,
promotions, signs or materials without the prior written approval of Director. AIRLINE must keep its ticket
counter free of all printed material except required regulatory signs or conditions of travel and advertising
i
displays and related materials. CITY may remove any unautharl~ed material ordisplays, which are placed
on the Airport without the Director's prior written approval.
H, houid AIRLINE fail to perform its material obligations hereunder, CITY shall have the right to enter
the AIRLINE'S Leased Premises and perform such activities; provided, however, other than in a case of
emergency, CITY shall give to AIRLINE reasonable advance written notice of non~cornpliance, not to
exceed ten ~1 g~ days: prior to the exercise of this right. if such right is exercised, AIRLINE shall pay to CITY,
upon receipt of invoice, the cost of such services plus a fifteen percent X15°l~}administrative charge.
~,4~ Designation of ~peratian and Maintenance Reponsibilitie~. Responsibilities for maintenance, cleaning
and operation of tfre Airport shall be as set Earth in Exhibit "D~ attached hereto and made a part hereof,
18
ARTICLE ; CAPITAL IMPRg11ENlENT
6~~~ e..
A, It is contemplated by the parties that from time to time during the term of this Agreement, the CITY
may undertake capital #mprovements to the Airport, subject to the provisions of Article fi,
~. In conjunction with submission of its Annual Budget, Director will notify A#RL#NE of its proposed
capital Improvements, including a sources and uses of funds plan, for the ensuing Fiscal Year as well ~
projection of Dapital #mpraverrrenta anticipated far the remaining Term of this Agreement and DITY's
estimates of the affect of such Dapital- Improvements on the Rentals, Fees, end charges paid by Airlines
collectively. director further reserves the right to notify AIRLINE at any other time of proposed Capital
Irnpravements subject to AAA consultation procedures as set forth in this Article ~.
Except for capital #mprovements required in order to avoid or react to emergency conditions that
could disrupt operations at the Airport or projects that ere required to canfarrn to Federal, state, or local
laws, rules, or regulations, the Dapital Improvement Progret~ proposed by Director i subject to AAAD
consultation procedures pursuant to this Article G. DITY agrees to meet collectively v~rith the signatory
Airlines within thirty ~3a}days after notification to AIRLINE of said Capital improvement to further discuss the
capital Improvements. CITY agrees to consider the comments and recor~rnendations of the AAAC uvith
respect to said Capital lrrrprovernent. Terminal capacity enhancefnent projects will not proceed un#ess a
new or existing AIRL#NE can not be accommodated within the existing facilities. C#TYwill maximize use of
grants and non-rate based sources of funds for all eligible components of Terminal capacity expansion
projects,
~.a~ grants-fn-Aid
#TYwill use its best efforts to obtain maximum development of ~rar~ts-ln,Aid.
ARTICLE T: RENTAL, FEES, AND CHAR
AIRLINE shall pay C#TY rentals far use of AIRL#NE's Leased Premises, and fees end charges far the
other rights, licenses, and privileges granted hereunder during the Terra of this Agreement. The Rantal, Fees,
and Charges payable by al# ignataryAirlines end their designated Affiliate Airlines for the Airfield and, with
19
respect to the Terminal, the Rentals, Fees and Charges payable by Signatory Airlines leasing space in the
Terminal shall be calculated as set forth in Exhibit ",'. For AIRLINES executing this Agreement and operating
on, ~ Per Use Charge basis, AIRLINE will be assessed with a minimum annual guarantee as outlined in Article
7.5 below and in accordance with the rate identified in Exhibit "". In addition, AIRLINE will be required to
lease, directly from the AIRPORT, Exclusive Use Premises located in the ticketing area. The square footage
required to be leased by AIRLINI,~ will be at the discretion of the Airport Uirectar. For Airlines who have not
executed this Agreement or an Agreement substantially similar and have not been designated as an Affiliate
Airline, the IVon-ignatary Airline shall be required to pay aNon-Signatory premium of one hundred twenty five
percent ~~b°l~} of all applicable rates and charges. Far each Fiscal Year covered by this Agreement, the rates
shall be outlined for each year ~n Exhibit ",,.
7,~1 La~g~s. AIRLINE shall pay to CITYfees far aircraft landings atAirpork as set forth in Exhibit"~.
Landed weight shall be reparked to the City within ten ~ "I a} days following the end of the month in which activity
occurred, Signatory Airlins'Ianding fees shall be calculated to include all fVlaintenance and operating Expenses
and the net cast of non~federally funded or State funded capital casts associated with the Airf eld and is determined
as the product of the landing fee rate for the period end the Signatory end Nora-Signatory total landed weight far the
month. AIRLIIVE's landed weight for the month shall be determined as the product of the f~axirnum brass Landed
Ilveiht of each category of landing aircraft of the AIRLINE by the nurr~br of Landings of each said aircraft during
such month.
1,0~ Terminal Rentals AIRLINE'S Terminal rentals shall be determined as the sum of rentals far Exclusive
Use and Preferential Use Premises. Rental payment far Exclusive Use and Preferential Use Premises shall be the
Terminal rental rate as set forth in Exhibit "~ and the square footage of the corresponding type of space feared by
AIRLINE as set forth in Exhibit "B".
7'.0 Apron Dees AIRLINE shall pay to CITY apron fees far the parking of aircraft at the gate area. such
fees shall be calculated in accordance with Exhibit ""and allocated to AiRLlNE based on the number of Airline
leased apron spaces as indicated by the lease lines Shawn on Exhibit "~~~
7.~4 Ja tt Usk ~ha_ rges. AIRLINE'S Joint Use Charges shall be determined a the surr~ of 1 }the product of
the weighted average terminal rate per square foot and the square footage of the Joint Use Premises leased by
AIRLINE as set forth in Exhibit "B" and ~~ the Net Terminal Security Cast a shaven on Exhibit "". Passenger
activity shall be reported to the City within ten ~~a}days following the end of the month in which activity occurred.
2~
~.gb Per ~~„ have. Per ~1se hrge half be aal~fated ~~ ~ flatfe~ paid perturr~ ~incfuding an arrival
end departure} and will be adjusted annually. The calculation shafl be Lased upon adding the average annual rate
per turn for the concourse, inbound Baggage, outbound baggage, the average per tum rate paid far exclusive
space, plus a 15°lo overhead fee as is identified in Exhibit "". Far airlines utilising this Per lase Charge provision, all
activity for the month will be reported within ten ~~0} days following the end of the month. FarAirline~s}operating
under a Per Use Charge basis, a minirr~um annual guarantee amount will apply. The r~inimum annual guarantee will
be an amount equal to the twenty percent ~2a~lo}fixed use amount charged to each SignatoryAirline calculated as
part of the Joint Ilse space charge and the amount due for ticketing space leased by AIRLINE. This amount wilf ~e
adjusted annually.
l,afi ether Fees and Char es.
A. CITY expressly reserves the right to assess and collect the following
{ ~ } Charter Flight Fees -AIRLINE must pay fees to the CITY far charter flights operated or handled by
AIRLINE a follows: {i} if the charter fligh# is handled by AIRLINE with its own or a leased aircraft at
AIRLINE'S Leased Premises, AIRLINE will pay the Signatory rates and charges; iii} if the charter
flight is operated by an aircraft owned by a Nor~~Signatory third party and i Dandled at AIRLINI:'s
Leased I~ren~ie, AIRLINE must pay the Non-Signatory rates and charges as outlined in Article 7;
or viii} if the charter flight is handled by an aircraft awned by a Non~Signatary third party and handled
outside AIILINE's Leased Premises, AIRLINE must pay the applicable Per use Charge and the
Ivan-Signatory ratan and charges. if AlRL1lVE parks aircraft at a CfTY-controlled apron position,
AIRLINE must pay an Apron Parking Fee as Shawn in Exhibit "„
~~} Reasonable and non-discriminata~ fees and charges far services ar facilrties nat enumerated in this
Agreet~ent, but provided by CITY and accepted by AIRLINE, including, but not lir~ited ta, Federal
inspection Services Area ~"f=1S"~ fees as set forkh in Exhibit "~,
~~ Pra-rata share, based upon enplaned passengers, of any charges for the provision of any services
or facilities which CITY is required to provide By eny gavemmental entity father th2~n CITY acting
within its proprietary capacity} having jurisdiction aver the Airport.
B. CITY reserves the right to charge AIRLINE or its employees, contractors, ar agents a reasonable fee
for a security background check and identification badges pfavided at the Airport
2 ~.
. AIRLINE shall pay reasanabie charges far other services orfacilities provided by CITY to AIRLifVE.
Buch services or fac'rlit'res n,ay include, but are not limited to, special maintenance of AfRLIfVE's Leased
Premises including ~anitariaf services or equiprnentlvehicle storage areas. The fees far these services shall
be established by the Director upon request for services by AlR~.fNE,
f]. AIRLINE shall pay the required fees for all permits and licenses necessary for the conduct of its Air
Transportation Business at the Airpork. AIRLINE shall pay all electricity, gas, and water and sewerage fees
and charges, if separately metered. AlR~IiVE shall also pay all taxes, assessments, and charges ,which
during the Term of this Agreement may became a f ien or which may be levied by the state, County, or any
other tax levying body, upon any taxable interest fay AfRLIlVE acquired in this Agreement, or any taxable
possessory right which AIRLINE may have in or to the premises or facilities leased hereunder, or the
lmpraver~ents thereon, by reason of its occupancy thereof, ar otherwise, as well as taxes, assessments,
and~or charges on taxable property, real or personal, owned by AIRLINE in orabout said premises. Upon
any temrrination of tenancy, all taxes then levied or a lien on any of said property, or taxabf a interest therein,
shall be paid in full and without pro-ration by AIR~f Nl` forthwith, or a loan as a statef~ent thereof has been
issued by the tax collector, if termination occurs during the interval between attachment of the lien and
issuance of statement. However, Af RLfNE shall nit be deemed to be in default under this Agreement for
failure to pay taxes pending the outcome of any proceedings instituted by AIRLINE to contest the validity or
the arnaunt of such taxes, pravided that such failure to pay dies not result in any forfeiture.
~.~~ Pa meats.
A, Payments of one,tweifth ~~I~~} of the total annual rentals far AIRLIfVE's Exclusive Use Premises,
Preferential Use Premises, and Apron Fees shall be due in advance, without demand, an the first day of
each month. laid rentals and charges shall be deemed delinquent if payment is not received fay the fi~eenth
~1~}calendar day of the month.
B. Payment of AIRLiNE's Landing Fees shalt be due on the fast day of each month following the month
in which such activity occurs. laid fees shelf be deemed delinquent if payment is not received on the date
due.
. Payment far Joint Use Charges shall be due on the thirtieth fast day of each month based on the
previous month's enplanement data. laid fees shall be deemed delinquent if payment is not received on
the date due.
~2
~ Payment far Per Use Charges shall be due on the thirtieth last day of each month based on the
previous rnar~th's activitydata. Said fees shall be deemed delinquent if payment i not received on the date
due.
E. Payment for ail other fees and charges due hereunder, shall be due as of the date of the CiTY's
invoice. Said fees and charges shall be deemed delinquent if payment is not received within thirty ~3~}days
of the date of such invoice.
P. CITY shall provide written native of any and all payment delinquencies, including payments of any
def ciencies which may be due as a result of the CITY's estimates of activity pursuant to Paragraph F below
or due to an audit performed pursuant to Paragraph ~.~T.C., hereinr provided, however, interest at the laver
of one and one-half percent ~ ~ 'I~ °I~}per month, or the highest rate allowable by applicable state law, shall
accrue against any and all delinquent payment{s~ from the date due until the date payments are received by
CITY. This provision shall not preclude CITY from canceling this Agreement for default in the payment of
rentals, fees or charges, as pravided for in Section ~ ~.0 ~ B herein, or from exercising any other rights
can#ained heroin or pravided bylaw.
In the eventAIRLII~E fails to submit its monthly activity report as required in Section a.a7, CITYshall
estimate the Rentals, Fees and Charges based upon the higher of one hundred twenty~fve percent ~~~5°l~}
of the previous month's activity ar the same month's prior year activity reported by AIRLINE and issue an
invoice to AIRLINE far same, if na activity data i available, CITY shall reasonably estimate such activity and
invoice AiRLIIVE for sane. AIRLINE shall be liable far any deficiencies in payments based on estimates
made under this provision; payment for said deficiencies shall be deemed due as of the date such rental
was due and payable If such estimate results in an overpayment by AIRLINE, CITY shall app#}~ such
overpayment as a credit against any outstanding invoices or subsequent arr~ounts due far such Rentals,
Fees and Charges from AIRLINE; provided, however, AIRLINE shall not be entitled to any creditfor interest
an payments of such estimated amounts.
H. In the event AIRLINE'S obligations with respect to AiRLINE's Leased Premises or rights, licenses,
services ar privileges granted hereunder shall commence or terminate an any date other than the first or last
day of the month, AIRLINE'S Rentals, Fees and Charges shall be prorated on the basis of the number of
days such premises, facilities, rights, licenses, Services, or privileges were enjoyed during that month.
I. All payments due and payable hereunder shall be paid in lawful money of the United States of
America, without set off, by check made payable to the Corpus Christi lnternationai Airport and delivered ta;
2
corpus Christi International Airport
Accounts Receivable Department
~ Oa0 International Drive
carpus Christi, T~. 7'84g
~~~1 Information to be u~plied by.AIRLiNE.
A. i'Vat later than ten ~ 10}days after the end cf each month, AIRl.1NE shall file with Airport written report
in the format as set forth in Exhibit "~~ far activity conducted by AIRLINE and its designated Aff liate
Airlines}during said month, and far activity handled by AIRLINE for ctherAir Transportation ~ampanies not
having an agreement with CITY providing for its own subrrrisian of activity data to CITY.
B. CITY steal! have the right to rely an said activity reports in determining rentals and charges due
hereunder; provided, however, A~I~LlNE shall have full responsibility far the accuracy of said reports
including the surn and product totem. Payment deficiencies due to incomplete or inaccurate activity reports
steal! be subject to interest charges as set farkh in Paragraph ~.a~~E.
~, AIRLINE steal! at all times maintain and keep books, ledgers, accounts or other records, wherein are
accurately kept a!l entries reflecting the activity statistics to he reported pursuant to Paragraph ~,o7.A. such
records shall be retained by AIl~LIi'VE far a period of three ~3}years subsequent to the ac#ivities reported
therein, or such other retention period as set Earth in ~ 4 CFR Part ~4~, and made available at Carpus
Christi, Texas for audit andlor examination by CITY or its duly authorised representative during all normal
business hours. AlRL1NE shall produce such beaks and records at carpus Christi, Texas within thirty ~3~}
calendar days of written native to do o or pay all reasonable expenses, including but not limited to
transportation, foadand lodging, necessary for an auditor selected by CITY to audit said beaks and records
at a place selected by Al RL! ~ E.
D, The cost of audit, with the exception of the aforementioned expenses, shall be bame by CITY as an
~&i~l Expense; provided, hawevert the total cost of said audit shall be bame by AIRLlN E if either or both of
the following conditions exist:
{1) The audit reveals an underpayment of more #han five percent (5%} of Rentals, Fees and Charges
due hereunder, as determined by said audit; andlor
{~} AIRLlI~E has failed to maintain true and complete beaks, records, accounts, and supportive source
Z4
documents in accordance with Paragraph ~,07',C
7,OS ecurity for Payment
A. Unless signatory Airline has provided regularly scheduled flights to and from the Airport during the
twelve {~ 2} months prior to the Effective Date of this Agreement without the occurrence of any act or
omission thatwould have been an eventenumerated in ectian 1~.4~ of thisAgreement, if this Agreement
had been in effect during that period, AIRLINE shall provide CITY o~ the Effective Date of this Agreement
with a contract bond, irrevocable letter of credit or other sirniiar security acceptable to CITY {"Contract
curit'~ in an arnvunt equal to the estimate of three {3~ months' Rentals, Fees and Charges payable by
AIRLINE pursuant to this Article ~, to guarantee the faithful performance byAIRLINE of its obligations under
this Agreement and the payment of all Rentals, Fees and Charges due hereunder. AIRLINE shall be
obligated to maintain such Contract Becurity in effect until the expiration of twelve {~~}consecutive months
during which period AIRLINE connmits no event enumerated in section 1 ~,g1 of this Agreement. such
Contract security shall be in a form end with a company reasonably acceptable to CITY, In the event that
any such Contract security shall be fora period less than the full period required by this Paragraph ~,gB.A
or if Contract security shall be canceled, AIRLINE shall provide a renewal or replacement Contract security
forthe remaining required period at least sixty {~a} days priorto the date of such expiration orcancellation.
B. hiatwithstanding the above Paragraph 7.a8.A, CITY shall have the right to waive such Contract
security requirements for a signatory Airline which has not provided regularly scheduled Nights to and from
the Airportdurin the twelve {~2} months priorto the Effective Date of its ignatoryAirline agreement. Any
such waiver by CITY shall be conditioned upon said signatory Airline having provided regularly scheduled
flights at six {~}other airports with activity levels end characteristics similar to Airport during the most recent
twelve ~1~}month period, without committing any material default under the terms of the respective lease
end use agreements at each of the six {}facilities, and without any history of untimely payments for rentals,
fees and charges. The burden shall be on AIRLINE to demonstrate to CITY its compliance with these
requirements by providing written documentation from six ~}other airports selected by Airport.
C, If AIRLINE is delinquent in any debt due to the CITY far a period greater than ninety ~9a~ days andlor
continuously delinquentfora period ofsix{fi} months, CITYshall impale or reimpose the requirements of
Paragraph 7.OS.A on AIRLINE.
D. Upon the occurrence of any AIRLINE act or omission that is an event enur~erated in section 1 ~.~~,
or upon election to assume this Agreement underFederal Bankruptcy Rules and Regulations and Federal
5
Judgeship Act of ~ 990, a such may be amended, supplemented, or replaced, CITY, by written notice to
AIRLINE given at any time within ninety X90}days of the date such event becomes known to CITY, may
impose or re~impae the requirements of Paragraph 7~4~,A on AIRLINE. In such event, AIRLINE shall
provide CITY with the required Contract security within ten ~~Q}days from its receipt of such written notice
and shall thereaftermaintain such Contract Becurityin effect until the expiration of a period of eighteen ~~8}
consecutive months during which AIRLINE commits no additional event enumerated in Section ~~.0~.
E. If AIRLINE shall fail to obtain and~ar keep in force such Contract security required hereunder, such
failure shall be grounds far irr~rnediate cancellation of this Agreement pursuant to Bection 12.0. CITY' s
rights under this ectian 7.0~ shall be in addition to all other rights and remedies provided to CITY under
this Agreement.
7.09 Passen er Facili Char e.
A. AIRLINE acknowledges that CITY shall have the right to assess Airline passengers a Passenger
Facility Charge ~"PF"}far the use of the AIRPORT in accordance with 4 tJ.S.C. X401 ~ 7' and the rules ar~d
regulations there under ~~ 4 CFR Part ~ ~8, herein the "PFC Regulations"} and a otherwise hereinafter
authorized or permitted. AIRLINE shall collect on behalf of and remit to CITY any such charges in
accordance with the requirements of the PFC Regulations, including but not limited to holding any charges
collected by the AIRLINE, pending remittance to CITY, intrust far the benefit of CITY. CITY shall have the
right to use all such PF revenue collected in any lawful manner.
B. AIRLINE and CITY shall be bound by and shall observe all of the provisions of the PFD Regulations
as they apply tv either or both parties.
If AIRLINE fails to remit PFC revenue to CITY within the time limits established by the PFC
Regulations ono later than the last day of the following calendar month},AIRLINE shall be deemed to be in
default pursuant to Section ~2.~1. Any late payment of PI~'s shall be subject to interest computed in
accordance with ectian ~.0.
7. ~ 0 Ca italized Interest on Sands. Bonds issued by the CITY will provide for the capitalisation of interest,
by project, during the construction period far each respective project; and the CITY intends for Debt service
on Bands to be capitalised until substantial Completion of projects financed, in part, from the proceeds of
Bonds. Provided, ho~rever, that in the event any Debt Bervice applicable far Bonds shall becorrxe payable
frorr~ Revenues prior to substantial Completion of projects, the Debt service will be allocated to Cast
2
Centers in the same manner as the related project costs net of any PFC funding are alfacated to Cast
Centers.
7, ~ t Continuation of Dent . Signatory Airlines that cease service at the Airport prier to the end of the term of
the Agreement as provided for in Section 13,0 wilt continue to pay rent on Exclusive and Preferential Use
Premises and twenty percent of the Joint Use Charge until the end of the Term of the Agreerrxent~
7.12 No Further Charges. Except as provided in this Agreement, na further rentals, Fees or Charges
shell be charged by the CITY to AIRLINE, far the use of AIRLIfVE's Leased [remises end other
facilities, and the rights, licenses, and privileges granted to AIRLIf~E in Article 5 of this Agreement, The
foregoing provision shall not be construed to prohibit the CITY fror~ irnpasing fees and charges forthe
use of specified equipment, facilities, ar additional erviCes at the Airport or from imposing final,
penalties, or assessments forthe enforcement of the CfTY's rules and regulations,
7. ~ 3 hares Fad Services, The previsions captained in Section 7'.12 shall not preclude the CITY from
seeking reimbursement frorr~ AIRLINE, Signatory Airlines, designated Affiliated Airlines, and Non-
SignatoryAirlines far the cost of services provided to AIRLIfVI, Signatory Airlines, designated Affiliated
Airlines, and fVon-Signatory Airlines ip compliance with any federal law or rule or regulations which i
enacted or amended subsequent to the executiap of this Agreement, or far any services or facilities
pravjded subsequent to the execution date of this Agreerr~ent, the cast of which i net currently included
in the estimated requirement used to calculate Rentals, Fees and Charges under this Agreement,
ARTICLE 8. CHANGES IN RATES F~ R~fVTALS, FEES AND CHARLES
8.01 Annual bate Changes,
A, No inter than sixty ~fi0} da}~s prior to the end of each Fiscal Year, CITY shall notify AIRL1f~E of the
proposed Landing Fee end Charges far the ensuing Fiscal Year. Said Landing Fee shall be based upon
budgeted Revenuesr ~&M Expenses, Annual Capital outlay, and projected Capital Irnpravements, including
coverage and required reserves determined and presented to AIRLINE substantially in conformance with
the rnethads and format set forth in Exhibit "". Rental rates will beset according to the rates included in
Exhibit "". The allocation of ail and gas lease revenues ~"C~ Revenues"} identif ed in E~chibit "-1.1
shall apply through the Term of this Agreement; however, to the extent that the ~&~ Revenues e~cceed pne
Z7
million dollars ~$1,aa0,aaa} in any Fiscal Year, the 0& Revenues allocation will be modified in excess of
that amaunt such that fifty percent {~O~lo} of the & Revenues will be applied to the Airfield cast center and
fifty percent ~0°l0} will be allacated to the Aviation Discretionary Fund as identified in Exhibit "-~ . ~ ". The
Airline ailacatian will first be applied to offsetthe Airline Requirement in the Airfield cast centerfarthe then
current fiscal year based an the landed weight of ell ignatary Airlines. In the event that the amaunt of ~
Revenues to be applied to the Airfield cast center exceeds the Airline Requirement, then any such surplus
will be applied toward the Airline Requirement associated with the Temninal cast canter for the then current
fiscal year on ~ square footage basis. In the event that the amaunt of ~& Revenues to be applied toward
the Airline Requirement associated with the Terminal cast center exceeds the Airline Requirement, then at
the end of the Term, any remaining surplus amounts will be credited to the previous fiscal years} of this
Agreement based an pro rata tats! rates and charges paid by the signatory Airlines during the period. In the
event that any Airline surplus exists and all Airline Requirements far the full term of this Agreement have
been credited as outlined above, the distribution of all remaining Airline surplus will be allacated to the
signatory Airlines as negotiated between the Airlines and the Airport Director.
B. The signatory Airlines through the AAAC shall have the right to review and comment upon the
proposed operating budget through a cansultatiar~ process. Na later than thirty ~~0~ days after the
forwarding of a proposed schedule of rates far Landing Fees and Charges, CITY agrees to meet ar arrange
a conference call with the AAAC at a mutually convenient time far the purpose of discussing such Landing
Fees and Charges. In advance of said meeting, CITY shall make available to the AAA any reasonably
requested additional inforrnatian relating to the determination of the proposed rates. CITY agrees to fully
consider the comments and recommendations of the signatory Airlines prior to finalizing its schedule of
rates far Ref~tals, Fees and Charges for the ensuing Fiscal Year.
. Following said meetinglconference call, and prior to the end of the then current Fiscal Year, CITY
shall notify AIRLINE of the rates far the Landing Fees and Charges to be established far the ensuing Fiscal
Year.
D. If calculation of the new rates far Landing Fees and Charges is not completed by CITY and the
notice provided ifs Paragraph 8.a1 . is not given an ar prior to the end of the then current Fiscal Year, the
AIRLINE gill by provided written notice that rates far Landing Fees and Charges then in effect shall continue
to be paid by AIRLINE until such calculations are concluded and such notice is given. Upon the cafrclusion
of such calculations and the giving of such native, CITY shall determine the difference~s~, if any, between
the actual Lending Fees and charges paid by AIRLINE to date for the then current Fiscal Year and the
Landing Fees and Charges that would have been paid by AIRLINE if said rates bed been in effect beginning
~8
on the first day of the Fiscal Year. Said differences shall be applied to the Landing Fees ar Charges for
which a differences} in rates resulted in an overpayment ar underpayment, and shall be remitted by
AfI~LINE or credited or refunded by CITY in the month immediately following the calculation of the new
Fiscal Year rates or over the remaining months of the then current Fiscal Year as determined by the CITY,
8,0~ ether Rate Change, Landing, Fees and Charges may be changed up to once perfscal year at any
other time that unaudited monthly Airport financial data indicates that total Landing Fees and Charges payable
pursuant to the then current rate schedules are estirr~ated and anticipated by CITY to vary by mare than tan percent
X10°l~}from thetotal Landing Fees and Charges thatwould be payable based upon the ueofthe projected monthly
financial data then available for said Fiscal Year. Bates far t_anding Fees and Charges may also be changed
whenever required by the terms and provisions of the fViater Band ordinance fVo. 024 ; which is available in the
Airport Administration offices far review, provided, however, that Signatory Airlines' total Landing Fear and Charges
payable to CITY shall be allocated to AIRLIfVE in accordance v~rith this Agreement. fn the event of an emergency
situation at the Airport where action is required due to respond to operational or safety related issues ,the Landing
Fees, and Charges may be changed within thirty ~~}days, after consultation with tl~e AAAC~
8.03 Incorporation of Exhibit ~ . Adjustments to Landing Fees and Charges, pursuantto this Agreement,
shall applywithout the necessity of formal amendrnentaf this Agreement. Upon each adjustment pursuantto this
Article 8, a revised Exhibit "C~ showing the calculation of adjusted rates far Landing Fees and Charges, shall be
prepared by CITY and transmitted to AIRLINE. Said exhibit shall then be deemed part of this Agreement without
formal amendment thereto.
8.04 Settlement. Upon the earlier of ~i}one hundred tuventy ~~ ~0} days follovrring the close of each Fiscal
Year, or {iii as soon as audited financial da#a far said Fiscal Year i available, rates for Landing Fees and Charges
for the preceding Fiscal Year shall be recalculated using audited financial data and the methods set Earth in Exhibit
"~."Upon the determination of any differences}between the actual Landing Fees and Charges paid by Signatory
Airlines during the preceding Fiscal Year and the Landing Fees and Charges that would have been paid by
Signatory Airlines using said recalculated rates, CITY shall, in the event of overpayment, promptly credit to AIf~LIfVE
of the amount of such overpayment within thirty ~0} days of determination and such credit will be applied against
any outstanding invoices at the time of issuance and in the event of under payment such arr~ount shall be due
within thirty ~~0}days of the invoice date.
8.0~ CfTY Covenants.
A; CITY covenants that far purposes of assigning and allocating casts, it shall utilize generally accepted
~9
accounting practices utilized far airporks operating as an enterprise fund, include only those c#~arges
properly attributable to the Aviation System, and adhere to the requirements aftheI=AA's Policy Regarding
the Establishment of Airport Rates and Charges.
B. CITY shall operate the Aviation System in a manner so a to produce Revenues fram
concessionaires, tenants and other users ofthe Aviation System of a nature and amount which would
be produced by a reasonably prudent operator of an airpark of substantially similar size, use and activity,
with due regard for the interests of the public,
C~ CITY shell use ail Revenues of the Aviation System exclusively far the construction,
maintenance, operation, development, financing and management of the Aviation System
ARTICLE ~: AIRLINE II~PR~VEl~ENTa
9.0~ AIRLINE improve~n~nts:,
A. In accordance v~rith Paragraph 5.g1 N., AIRLINE may construct and install, at AIRLiNE's sale
expense, improvements in its Exclusive Use and Preferential Use Premises as AIRLINE deems to be
necessary for its operations; provided, however, that the plans and specifications, loca#ion, and construction
schedule forsuch improvement shall be sub~ectto the advanced written approval of the director. Provided
further, that no reduction or abatement of Rentals, Fees and Charges shell be allowed far any interference
with AIRLiNE's operations by such construction.
B. Prior to the carrtmencenrent of any improvements greater than ~ g,oQg, the CITY shall have the right
to require that AIRLINE shall obtain, or cause to be obtained, a contract surety band in a sum equal to the
full amount of any construction contract awarded by AIRLINE far the irnpravements. Said contract security
bond shall name the CITY as an obligee there under and shell be drawn in a faun and fram such company
acceptable to CITY; shall guarantee the faithful performance of necessary construction and completion of
improvements in accordance with approved final plans end detailed specifications; and, shall protect CITY
against any lasses and liability, damages, expenses, claims and judgments caused by ar resulting fram any
failure to perfarrr~ completely the work described. CITY reserves the right to require that AIRLINE acquires
or causes to be acquired a payment bond with any contractor or contractors of AIRLINE as principal, in a
Burn equal to the full amount of the construction contract awarded by AIRLINE for the improvements. Said
bond shall name the CITY a an obligee there under and shall guarantee payment of all wages far labor and
services engaged, and of all bills for materials, supplies and equipment used in the perrormance of said
C~nstrUCtlon contract. Any work asoo~ated 1NItl1 Such construction or Installation shad not unreasonably
Interfere with the operation of the Airport, aratherwle unreasonably Interfere with the permitted activities of
other Terminal tenants end users. Upon completion of approved construction,and within sixty ~~a} days of
AIRLINE'S receipt of a certificate of occupancy, a corr~plete set of "as built" drawings shall be delivered to
the Director for the permanent record of CITY.
. AIRLINE shell furnish or require contractors to furnish satisfactory evidence of statutory worker's
cvmpensetian insurance, comprehensive general liability insurance, comprehensive automobile insurance
end physical damage insurance, on a builder's risk form with the interest of CITY endorsed thereon, in such
amounts and in such manner as CITY may reasonably require. CITY may require additional insurance for
any alterations ar `rrnprovements approved hereunder, in such limits as CITY reasonably determines to be
necessary.
D. Ar~y construction or installation shall be at the sale risk of AIRLINE and shell be in accordance with
al[ applicable state end local codes end laws and subject to inspection by the Director and ail other
applicable inspectors.
E. All improvements made toAirline's Exclusive Use and Preferential Use Premiesand additionsand
alterations thereto made by AIRLINE, except those financed by CITY, shall be and remain the property of
AIRLINE until expiration of the Term ofthis Agreement, Upon terrninatian orcancellation afthis Agreement,
said additions and alterations shall became the property of CITY; provided, however, that any trade f xtures,
signs, equipment, and other moveable personal property of AiRL1NE not permanently affixed to Airline's
Exclusive USe or Preferential i~se Premises shall remain the property of AIRLINE, subject to the terms of
Article ~4.
I~RT~CLE ~ 0: DAhIIA~ ~R DETRUTI~N
~0.~~ Partial D~rnac~er If any part of AIRLINE'S Leased Premises, ar adjacent facilities directly and
substantial[yaffecting the use of AIRLINE'S Leased Premises, shall be partiallydarrtaged byfire arothercasualty,
but said circumstances do not renderAIRLINE's Leased Premises untenable as reasonably determined by CITY,
the same shall be repaired to usable condition with due diligence by CITY as hereinafter provided and limited. No
abatement of rentals shall accrue to AIRLINE sa long as AIRLINE'S Leased Premises remain tenantable.
~.
tial Damn e. 1f an art of AIRLINE'S Leased Premises, or adjacent facilities directly and
1 a.02 ubstan ]~ p
' ' the use of AIRLINE'S Leased Premises, shall be so extensively damaged by fire or other
substantially affecting
ran ortian of said AIRLINE'S Leered Premises untenable but capable of being repaired, as
casualtyas to rende yp
' d b CITY the same shall be re aired to usable condition with due diligence by CITY a
reasonably determine ~ p
' ' limited. In such case, the rentals a able hereunder with respect to AIRLINE'S affected
he~e~nafter provided ar~d p Y
raises shall be aid u to the tirrre of such darnage and shall thereafter be abated equitably in
AIRLINE Leased Pre p p
' art of the area rendered untenable bears to total AIRLINE Leased PrerrtiseS until such time as
praport~an aS the p
INE Leased Premises shall be restored adequatelyfor use, ITYshall use reasonable efforts to
such affected AIRL
' orn arable alterrMatefacilities to cantinueits aperationwhile repairs are being completed, at
provide AIRLINE with c p
a rental rate not to exceed that provided for in this Agreement for comparable space.
~a.~ Destruction.
rt of AIRLINE'S Leased Premises, or adjacent facilities directly and substantially affecting
A. If any pa
LlNE's Leased Premises, shall be darnaged by fire or other casualty, and is so extensively
the use of AiR
a render an anion of said AIRLINE Leased Premises incapable of being repaired within
damaged as t y p
' a s as reasonabi determined by CITY, CITY steal! notify A1RLlNE of its decision whether to
ninety ~~0} d y , y
tar re lace said s ace; rovided, however, iTY shall be under no abligatian to replace ar
recanstruc p p p
h remises. The rentals a able hereunder with respect to affected AIRLINE Leased
reconstruct suc p p y
' shall be aid u to the time of such damage and thereafter shall abate until such time as
Premises p p
mentor reconstructed s ace becomes available for use by AIRLINE. If this occurs, Airline may
replace p
' lettin of the AIRLINE'S Leased Premises, effective as of the date of wi~tten notice to the
terminate the g
CITY.
nt CITY elects to reconstruct or replace affected AIRLINE Leased Premises, CITY shall
B. !n the eve
' IRLINE with cam arable alternate facilities to continue its operation while reconstruction ar
provide A p
' in corn feted at a rental rate not to exceed that provided for in this Agreement far
replacement ~ beg p
comparable space.
~1TY elects to not reconstruct or replace affected AIRLINE Leased PremisesT CITY shall
In the event
nsult uwrith AIRLINE on wa s and means to permanently provide AIRLINE with adequate
meet and co Y
ace far affected AIRLINE Leased Premises. In such event, CITY agrees to amend this
replacement sp
reflect related additions and deletions to AIRLINE'S Leased Premises, AIRLINE is not bound
Ag regiment to
re lacement s ace and ma terminate this Agreement, as described in section ~4.~3 ~A} as
to accept the p p Y
above.
2
1 g.~4 Damage paused By A1RL~. Notwithstanding the pravisaans of this Article 1 ~, in the event that due
to the negligence or willful act or omission of AIR~.INE, its employees, its agents, or licensees, AlRLINE's leased
Premises shall be damaged or destroyed by fire, other casualty orotheruvise, there shall be no abatementof rent
during the repair or replacement of said AIRLI~I~ Leased Premises. To the extent that the costs of repairs shall
exceed the amountof anyinsurance proceeds payable to ITYby reason ofsuch damage ordestruction, AIRLlN~
shall pay the amount o#suoh additional costs to CITY.
~g.4b ~lTY's Responsibilities. ITYshall maintain adequate levels ofinsurance ;provided, however, that
ITY's obligations to repair, reconstruct, or replace affected premises under the provisions of this Article ~ 0 shall in
any event be limited to restoring of#ected AIRLINE Leased Premises to substantiallythe sane condition thatexisted
atthe date ofdamage ardestructian, including any subsequent irr~provernents made by CITY, end shall furtherbe
limited to the extent of insurance proceeds end other funds available to ~fTY far such repair, reconstruction, or
replacement; provided further that CITY shall in no way be responsible for the restoration or replacement of any
equipment, furnishings, property, rea! improvements, signs, or other iter~ installed and~or owned by AIRLINE in
accordance with this Agreement, unless AIRLINE proves that damage i caused by negligence or willful act ar
omission of CITY, its officials, agents, ar employees acting within the course or scope of their employment.
ARTICLE ~ 1: ~NDEMN~~~A7~~N AND ~NURAND~
11.01 Indemnification.
A. AIRLINE shall indemni#y, save, hold harmless, and defend CITY, its
officials, agents and employees, ids successors and assigns, individually or
collectively, from and against any claim, action, loss, damage, injury, liability,
and the cost and expense of whatsoever kind or nature {including, but not
limited to, reasonable attorney fees, disbursements, court costs, and expert
fees) based upon injury ~o persons, including death, or damage to property
arising out o#, resulting from, or incident to AIRLlNE's performance of its
obiigat~ons under this Agreement, or in conjunction with AfRLlNE's use and
occupancy of AiRLlNE's Leased Premises or use of the Airport, unless such
injury or damage is occasioned bythe sole negligence orwillfut misconduct of
CITY, its officers, employees, or agents.
B. AiRL~NE shall indemnify, save, hold harmless, and defend CITY, its
officials, agents and employees, ifs successors and assigns, individually or
collectively, from and against any claim, action, loss, damage, injury, liability,
and the cost and expense of whatsoever kind or nature {including, but not
limited to, reasonable attorney fees, disbursements, court costs, and expert
fees) and any fines in any way arising from or based upon the violation of any
federal, state, or municipal laws, statutes, resolutions, or regulations,
including rules or regulations of the CITY, by AIRLINE, its agents, employees,
or successors and assigns in conjunction with AIRLINE' s use andlor
occupancy o~ AIRLINE's Leased Premises or the Airport unless such injury or
damage is occasioned by the sole negligence or willful misconduct of CITY, its
o#ficers, employees, or agents.
The provisions of this se~t~~n 1 ~ .~1 shell survive the expiration,
termination ar eerl~ eneliat~on of this ~reen~ent.
~ ~ .4~ Insurance.
A. Vllithaut limiting or expanding AIR~INE's obligation to indemnify CITY, ~~ provided for in section
~ ~ ,~~ , AlRL1NE shall procure and maintain in force at all times during the Term of this Agreement
occurrence form, comprehensive Airport premises liability and aviation insurance to protect against personal
injury and bodily injury liability and property damage liability. The limits for signatory Airlines operating
aircraft larger than sixty {a} seats shall be in an aggregate amount of not less than 100,400,0~~ per
occurrence, combined single limit; provided, however, coverage far non,passengers shall be not less than
an aggregate amount of ~~,Oaa,~a~ per occurrence The limits far signatory Airlines operating aircraft with
sixty ~0} seats or less shall be in an aggregate amount of not less than 50,000,480 per occurrence,
combined single limit. In addition, AIRLINE shall procure and maintain in force during the Term of this
Agreement, liabili#y insurance applicable to the ownership, maintenance, use or operation of any
automobile, rr~obile equipt~ent or other ground vehicle at the Airpork including owned, non-owned, or hired}
ire an amount not less than X5,004,000 per occurrence,
B, The aforesaid ar~ounts and types of insurance shall be reviewed from time to time by CITY and gay
be adjusted by 1TY upon prior reasonable notice to AIRLINE if iTY reasonably determines such
adjustments are necessary to protect iTY's interests. AIRLINE shall famish CITY prior to the Effective
date hereof, a certifcate or certificates of insurance a evidence that such insurance i in farce CITY
reserves the right to require a certified copy of each certificate upon request; AlR~.1NE shall Warne CITY as
3~
an additional insured on such insurance policy or policies to the extent of the obligations assumed by
AIRLINE under section 11.01 above. laid policies shall be issued by insurance companies of recognised
financial responsibility, and in a form and content reasonably satisfactory to CITY and shall provide forthirty
~30~ days advance written notice to CITY prior to the cancellation of or any adverse material change in such
policies. Failure to provide and~or maintain the required insurance coverage as set forkh herein shall be
grounds for immediate cancellation of this Agreement,
AIRLINE shall procure and maintain in farce during the Term of this Agreement, IlVorkers'
compensation coverage in accordance with Etate Law and Employers Liability in an amount not less than
1,Oaa,aaa each accident and each disease through a licensed insurance company. The contract for
coverage must be written an a policy and endorsements approved by the Texas Department of Insurance.
The workers' compensation coverage provided must be in an amount sufficient to assure that all workers'
compensation obligations incurred by the AIRLINE will be prarr~ptly met.
11,0 Vllaiver of ubro~at~. CITY and AIRLINE hereby mutually v~raive any and all fights of recovery
against the other party arising out of damage ar destruction of the buildings, AIRLINE'S Leased Premises, or any
other property from causes included under any property insurance policies to the extent such damage ar destruction
is covered by the proceeds of such policies and whether ar not such damage or destruction shall have been caused
by the parties, their off cars, employees or agents, but only to the extent that the insurance policies then in force
permit such waiver. Ail policies of insurance shat! contain, to the extent available, this waiver of subragat'ron
provision and the cost of such provision shall be borne by the primary insured.
A~T~L~ ~ ~: CA~VE~.LATI~N ~~ ~~r~
1 ~.a1 Events of Default. The events described below shall be deemed events of default by AIRLINE
hereunder:
A. Upon the occuRence of any one of the fallowing events of default, CITY may give thirty (30) day
written notice as provided in section 1 ~.0.
{1~ The appointment of a trustee, custodian, or receiver of all or a substantial portion of AIRLINE'S
assets orthe subletting of AIRLINE'S Leased Pret~ises without pity council authorization except as
35
permitted under Article ~ ~.
~2} The divestiture of AIRLINE'S estate herein by operation of law, by dissalutian, ar by liquids#ion.
~} The AIRLINE shall take the benefit of any present or future insolvency statute, or shall make a
general assignment for the benefit of creditors, or shall seek a reargani~ation or the readjus#ment of
its indebtedness under any law ar statute of the United States orof any state thereof,
~4} The voluntary discontinuance far a period of at least sixty AGO} consecutive days by AIRLINE of its
operations attheAirport unless otherwise approved by lTYin wr~tingr exceptwhen discontinuance
is due to fire, earthquake, strike, governmental action, default of the CITY, or other cause beyond
AlRL1NE's control, and if the AIRLINE'S Leased Premises have not been assigned ar sublet
pursuant to Article 1~,
~5~ The failure to cure a default in the performance of any of the material terms, covenants and
conditions required herein within thirty X30} days of receipt of written native by CITY to do So; or if by
reason of the nature of such default, the same cannot be remedied within thirty ~8~} days fallowing
receipt by AIRLINE of written demand from CITY to do so, AIRLINE fails to corr~r~ence the
remedying of such default within said thirty {80}days fallowing such written notice, ar having So
commenced, shall fail thereafterta cantinas as promptly as reasonably practical the curing thereof;
provided however, AIRLINI~'s performance under this Paragraph ~~.~~ shall be subject to the
pravislans of Section ~ 8,24 of this Agreer~ent. AIRLINE shall have the burden of proof to
demonstrate to the ITY's satisfaction ~i}that the default cannot be cured within thirty ~8~}days, and
~ii~ that it is proceeding with diligence to cure said default, and that such defaultwiil be oared within a
reasonable period of time.
B. Upon the occurrence of any one of the fallowing events of default, CITY may immediately issue
written notice of default.
~~ } The failure by AIRLINE to pay any part of the rentals, Fees arrd har`ges, PF's or any other sum
due hereunder and the continued failure to pay said amounts in full within ten ~~ 0}days of ~ITY's
written notice of payments past due. Provided, however, if a dispute arises between ~~TY and
AIRLINE with respect to any abligatian ar alleged obligation of AIRLINE to rake payments to CITY,
payments under protest by AIRLINE of the amount duo shall not waive any of AIRLINE'S rights to
contest the validity or amount of such payment,
~~
~~} The fail~,re by AIRLINE to maintain the minimum required insurance coverage ~ required by
ectivn ~ ~.0~, provided that CITY shall have the right to immediately suspend AIRLINE'S right to
operate at the Airport until AIRLINE has obtained the minimum required insurance coverage.
~~} If any act occurs, through the fault of neglect of AIRLINE, which operates to deprive the AIRLINE
permanently of the rights, pager and privileges necessary far the lawful conduct and operation of its
business.
12.0 Continuin_~__Re~~onsibilities of AILIIUE, Notwithstanding the occurrence of any event of default,
AIRLINE shall remain liable to CITY far alf Rentals, Fees and Charges payable hereunder and for all preceding
breaches of any covenant of this Agreement, Furthermore, except s otherwise provided for in this Agreement,
unless CITY, at its sole discretion, elects to cancel this Agreements AIRLINE shall remain liable for and promptly
pay all Rentals, Fees and Charges accruing hereunder until termination of this Agreement as set Earth in Article or
until this Agreement is canceled by AIRLINE pursuant #o Article ~ ~.
1~.0~ CITY'S Remedies. l~pan the occurrence of any event enumerated in section ~~.a~, the fallowing
remedies shall be available to CITY:
A. CITY may exercise any remedy provided by law ar in equity, including but not limited to the remedies
hereinafter specified.
B. CITY may cancel this Agreement, effective upon the date specified in the native of cancellation. For
events enumerated in Paragraph 1 ~.0~ A., such date shall be not less than thirty ~~0}days from said date of
receipt of notice. Upon such date, AIRLINE shall be deemed to have no further rights hereunder and CITY
shall have the right to take immediate possession of AIRLINE'S Premises.
CITY nnay reenter the AIRLINE'S Leased Premises and may remove all AIRLINE persons and
property frorr~ same upon the date of reentry specified in ITY's written notice of reentry to AIRLINE. For
events enumerated in Paragraph ~ ~.0~ A. reentry shall be not less than thirty {~a}days from the date of
native of reentry.
~~ CITY may relet AIRLINE'S Leased Premises and any improvements thereon or any part thereof at
such Rentals, Fees arrd Charges and upon such other terms and conditions as CITY, in its sole discretion,
may deem advisable, with the right to make alterations, repairs of improvements on said AIRLINE'S Leased
37
Premises. In reletting the AIRLINE's Leased Premises, CITY shall be obligated to make a goad faith effort
to obtain terms no less favorable to CITY than those contained herein and otherwise seek to mitigate any
damages it may suffer as a result of AIRLINE'S event of default.
E, In the event that CITY relets AIRLINE'S Leased Premises, Rentals, Fees and Charges received by
CITYPramsuch reletting shall be applied; ~i} to the payment of any indebtedness otherthan Rentals, Fees
and Charges due hereunderfrom AIRLINE to CITY; iii} to the payment ofany costofSUCh reletting; and viii}
to the payment of Rentals, Fees end Charges due and unpaid hereunder. The residue, if any, shall be held
by CITY and applied in payment of future Rentals, Fees end Charges aS the same may become due and
payable hereunder. If that portion of such Rentals, Fees and Charges received Pram such reletting and
applied tv the payment of Rentals, Fees and Charges hereunder iS less than the Rentals, Fees and
Charges payable during applicable periods byAIRLINE hereunder, then AIRLINE shall paysuch deficiency
to CITY, AIRLINE shall also pay to CITY, aS loan as ascertained, any costs and expenses incurred by CITY
in such reletting not covered by the Rentals, Fees and Charges received from such reletting.
F, AIRLINE shall pay to CITY all other casts, incurred by CITY in the exercise of any remedy in this
Article 1 ~, including, but not limited ta, reasonable attorney fees, disbursements, court casts, and expert
fees.
~~r~~~ ~ ~: c~a~uC~~~~~~ ~~ ~~~~~~E
~~.0~ Events of default. The events described below shall be deemed events of default by CITY
hereunder:
A. CITY fails to keep, perform or observe any material term, covenant or condition herein contained to
be kept, performed, or observed by CITY and such failure continues for thirty ~3g}days after receipt of
written native from AIRLINE; ar, if by its nature such default cannot be cured within such thirty ~~Oy day
period, CITY shall not commence to curs ar remove such default within said thirty~~0~ days and to cure or
remove the same as promptly s reasonably practicable; provided, however, CITY' S performance under this
Paragraph shall be subject to the provisions of section ~ 8.~4 of this Agreerr~ent.
B. Airport is closed to flights in general for reasons otherthan weather, acts of dad, orother reasons
beyond CITY'S control or to the flights of AIRLINE, far reasons other than thane circurnStanceS within
AIRLINE' s control, and Airport fails to be reopened to such flights v+~ithin sixty ~a}consecutive days from
8
such closure.
The Airport is permanently closed as an air carrier airport b oat of any Federal, state, or local
government agency having competent jurisdiction; ar AIRLINE is unable to use Airport for a period of at
least ninety X94} consecutive days due to any law ar any order, rule ar regulation of any governmental
authority having jurisdiction aver the operations of the Airport; or any court of competent jurisdiction issues
an injunction preventing CITY ar AIRLINE from using Airport far airport purposes, for reasons other then
thane circumstances within its control, and such injunction remains in farce for period of at least ninety
X90}consecutive days.
U. The United states ovement ar any authorized agency of the same Eby executive order or
otherwise} assures the operation, control ar use of the Airport in such a manner as to substantially restrict
AIRLINE from conducting its operations, if such restriction be continued far a period of sixty ~fi0}
consecutive days or mare.
~ 3.02 AIRLINE'S Remedy. AIRLINE termination, due to events of default in provisions of section
13.01, shall not be effective unless and until at least thirty {30} days have elapsed after written notice to 1TY
specifying the date upon which such termination shell take effect end the reason for such termination. CITY may
cure the cause of such termination within said X30}day period, or such longer time as the p2rrties may agree thereto,
In the event, of termination AIRLINE shall surrenderthe AIRLINE'S Leased Premises in accordance with Article ~~
hereof. If the termination is due to provisions related to section 13.01, all Rentals, Pees end charges payable by
AIRLINE shall continue in farce until the space is fully vacated.
ARTICLE ~4; SURRENDER ~~ AIRLINE PREI~IE
14,1 urrenderand Delive .Upon termination orcancellation ofthisAgreement,AIRLINEshall promptly
ar~d peaceably surrender to ~ AIRLINE'S Leased Rrerr~ases end ail improvements thereon to which CITY is
entitled in good end fit condition, reasonable gear and tear excepted; provided, however, nothing in this section
shall be construed to modify the abligatians of the parties set forth in [Article ~ 0 end Article 11 j.
14.0 Removal of Pro a .AIRLINE shall have the right at any time during the Terra of this Agreement to
remove from the Airport its aircraft, tools, equipment, trade fixtures, and other personal property, title to which shell
remain in AIRLINE, unless otherwise set forth in this Agreement, end shall remove such aircraft, tools, equipment,
trade fixtures, and other personal property within thirty X30}business days fciiawing termination of this Agreement,
~9
whether by expiration of tirr~e or otherwise, as provided herein, subject to any valid lien which CITY may have
thereon forunpaid Rentals, Fees and Charges. AIRLINE shall nota~bandan any portion of its propertyattheAirport
without the written consent of CITY. Any and all property not removed by AIRLINE within thirty ~~0}business days
following the date of termination of this Agreement shall, at the option of CITY, ~i~ becor~e the property of CITY at
no cost to CITY; ~ii~ be stared by CITY, at no cost to CITY; or viii} be sold at public or private sale at no cost to CITY.
All of the AIRLINE'S personal praperky located on the AiRLINE's Leased Premises is atthe risk of the AIRLINE only,
and CITY is not liable for damage to said personal property to the AIRLINE'S Leased Premises, or to the said
AIRLINE. Except a may be agreed to otherwise by CITY and AIRLINE, all CITY prapertjr damaged by arcs a result
of the removal of AIRLINE'S property shall be restored by AIRLINE to the condition existing before such damage
less reasonable wear and tear at AIRLINE'S expense.
~ 4.4 Holding`. lrt the event AIRLINE continues tv occup}r the AIRLINE'S Leased Premises beyond the
terra of this Agreement ar any extension thereof without CITY'S written renewal thereof, such holding aver does not
constitute a renewal orextenion of this Agreement, but creates, upon the same terms and conditions, a tenancy
from month to month which rney be terminated at any time by CITY or AIRLINE by giving thirty ~4}days written
notice to the other party.
ARTICLE ~ 5~ AS~N~IEN1' AND UBLETTINC AR~E~IE~1fi
1 ~.4~ Assi nment and ublettin b AIRLINE.
A. Except far an assignment to a parent, affiliate, ar subsidiary, which is hereb}~ authorised, AIRLINE
may not at any time assign, transfer, convey, sublet, mortgage, pledge, or encumber its interest under this
Agreement, or any part of the AIRLINE'S Leased Premises, to any party including designated Affiliate
Airlines that operate as a single entity at the Airport without the prior written approval of the CITY, which
approval will not be unreasonabl~r withheld. The above prohibition does not apply with respect to any
company with which AIRLINE ray merge or cansalidate, ar which may acquire substantially all of the
AIRLINE'S assets.
In the event that AIRLINE shall, directly or indirectly, assign, sell, hypothecate or otherwise transfer this
Agreement, or any portion of AIRLINE'S Leased Premises, without the prior written consent of the CITY
except as allowed for above, the CITY, in its sole discretion may terminate this Agreement.
B~ Except for a sublease to any company with which AIRLINE merges or consolidates, ar acquires
substantially all of the AIRLINE'S assets, AIRLINE shall not sublease AIRLIhi~'s Leased Premises without
4Q
the prior uwrritten consent of CITI~, which consent racy be withheld if CITY has substantially similar space
available, but unleased, ar if CITY can make such space availal~fe for lease within a reasonable time,
Exclusive or preferential use of AI~LINE's Exclusive Use Premises ar any part thereof, or preferential use of
AIRLINE'S Preferential Ilse Premises or any part thereof, by anyone otherthan AIRLINE ore scheduled Air
Carrier being handfed by AIRLINE shall be deemed a sublease.
C, AIRLINE shall include vwrith its request for permission to assign or sublease, a copy of the proposed
assignment or sublease agreement, if prepared. ~n the event such proposed agreement has net been
prepared, a writken summary of the material terms and conditions to be contained in such agreement shall
be included with AIRLINE'S request far tentative approval by the CITY, The assignment ar suf~lease
agreementorwrittenSummary submitted with AfI~LINE' S request shall include the following information: ~i}
the term; iii} tl~e area ar Space to be assigned or subleased; viii}the sublease rentals to be charged; and Div}
the provision that assignee or sub lessee must execute a separate Qperating agreement with CfTY, Any
other information reasonably requested by CITY pertaining to said sublease ar assignment shall be promptly
provided by AIf~LINE. A fully executed copy of such sublease or assignment shaft be submitted to CITY for
~naf approval before occupancy of AIRLf NE's (.eased Premises, or any portion thereof, Icy the assignee or
sub lessee.
D. In the event the Ret~ta[s, Fees and Charges for subleased premises exceed the Rentals, l=ees and
Charges payable byAIRLfNE farid premises pursuantto thisAgreemen#, AfrLINE shall payto CfTYthe
excess of the rentals, Fees and Charges received from the sub lessee aver that specified to be paid by
AIRI_IfVE herein; provided, however, AIRLifVE may charge a reasanal~le fee for administrative casts, riot to
exceed fifteen percent X15°l0~ of the specified sublease rental and such fee steel! not be considered part of
excess Rentals, l=ees and Charges. AIRLINE rrtey else charge a reasonable fee to others for the use of
AlRL1NE' s capital equipmen# and to charge far use of utilities and otherservice being paid for byAIRL1NE.
E. Nothing in this Article ~ shall be construed to release AIRLINE from its obligations under this
Agreement, including but net limited to, the payment of Rentals, Fees and Charges pravided herein.
ARTICLE ~~: Al1AlLABtL~TY OF A~Et~UATE ~A~t~ITIE
~ fi.o~ Declaration of Intent. The parties acknowledge the ol~~ective of CITY to offer to all Air Transportation
Companies desiring to serve Airport access to the Air~pork and to provide adequate gate positions and space in the
Terminal. recognizing that physical and financial limitations gay preclude tirr~ely expansion of the Terminal and
41
Aircraft Larking Apron areas to meet the stated requests of Af RLINE andlor such other scheduled Air Carriers
~"Requesting Airlines"}for additional facilities, CITY hereby states its intent to pursue the objective of achieving an
optimum balance in the overall utilization of Terminal and AircraftParkingApronareas to beachieved, ifnecesary,
through sharing or reassigning, from time to time, of gate positions and other passenger handling facilities.
1,02 Accomr~adation of Re uetin Airlines.
A. AfRLINf~ shall cooperate with CITY to accommodate the needs of a Requesting Airline by permitting
such Requesting Airline to utilize AIRLINE'S Preferential Leased Premises for the time period~s~ necessary
to permit passenger loading and unloading operations in conjunction with the scheduled operations of such
Requesting Airline at times when the use of such facilities shall not interfere with AIRLINE'S planned
operations or those of its approved sub lessees, licensees or perrnittees. In determining if AIRLf NE shall be
required to accommodate a Requesting Airline, the CITY shall consider AIRLINE' capabilities, capacity,
facilities and therefore, after taiCing into accountAlRLINE's own requirements and contractual of~figatians,
the compatibilityof said Requesting Airline's proposed operations with those of AIRLINE, end the need for
labor harmony, CITY shall not require AIRLINE to accommodate a Requesting Airline if CITY has
unassigned gates which can reasonably accommodate the needs of said Requesting Airline. AfRLIfVE's
~ccomrnodation of a Requesting Airline shall be subject to the following:1 ~ a written agreement between
AIRLf~IE and Requesting Airline, approved in writing fey CITY prior to the effective date thereof, }
Requesting Airline enters into an agreement with CITY to operate at the Airport, and } a written agreement
between AIRLINE and requesting Airline identifying indernnificatian and insurance requirements consistent
with the terms of this Agreement.. In order to rnalce sure that all users of Airport facilities wif I be treated
equally and that AIRLINE will be properly reimbursed for the use of AfRLINE's Leased Premises, Af RLfNE
will compute prorated fees and charges for Exclusive and Preferential Use Premises based on f~ightend
enplanement data of bath airlines and may not charge more than ~ ~0°l~ of the charges AIRLI~iE i
responsible to pay to the CITY for the rights and privileges granted herein. AIRLINE may charge a
reasonable fee far administrative costs, not to exceed fifteen percent ~~ 5°l0} of the specifed fees and
charges and such fee shall not be considered part of fees and charges. AIRLINE may also charge a
reasonable fee to others for the use of AIRLINE' S capital equipment and charge for use of utilities and other
services being paid for by AIRLINE.
B. AIRLINE shall cooperate with CITY to accommodate other Air Transportation Car~panieS from time
to time, as deemed necessary by CITY for situations including, but not firr~ited to unscheduled flights
including charters, diversions due to weather, and other circumstances not otherwise accommodated ar
handled by a signatory Airline, and scheduled flights far which the chedufed Air Carrier has no assigned
4Z
gates.
Provided, however, AIRLINE shall not be required to accomrnodate such other Scheduled Air
Carriers pursuant to this Paragraph ~ O,O~.E~ if a!I of AiRLIfVE's gate pasi~'ans are occupied by AIR~IfVE's
flights or flights of other Scheduled Air Carriers already being accommodated by AIRLINE at the time of said
flight needing to be accommodated. For purposes of this provision, the overnight parking of AJf~LfIVE's
aircraft at a gate position ar parking ofAiRLINE's aircraft at ~ gate position other than between one ~~ }hour
before arrival or one ~~ ~ hour after scheduled departure of Aff~LINE' s aircraft steal! not be deemed
occupation of said gate position. if AIRLINE aocomrnadate such other Scheduled Air Carriers then said
other Scheduled Air Carrier shall be required to vacate AIRLiNE's gate position at least ~~ }hour prior to
AIRLINE'S next scheduled flight arrivafldeparture at said gate position. The accommodated carrier shall pay
AfRLINE's reasonable casts incurred in removing AIRLINE' s aircraft frarn or moving AIRLINE' aircraft to
the gate positions,
Sub~ectto the provisions of Sections ~5.0~ and ~b~0~, nothing contained in thisArticleshall prevent
or prohibit AIRLifVE from electing to enter rota an agreement with other Scheduled Air Carriers authorized to
operate at the Airport and desiring the point use of AIRLINE'S Leased Premises a provided in Article ~~
herein with approval of CITY.
ARTICLE ~7: C~VERNIIIIE~VT INCLtlI~N
~7,01,over~ment Agreements. This Agreement steal! be subardinate to the provisions of any existing or
future agreerr~ents between CITY and the United Mates Government or other governmental authority, relative to the
operation ar maintenance of the Aviativr~ System,the execution of which has Been orwill be required as a condition
precedent to the granting of Federal or other governmental funds far the development of the Aviation System, to the
extent that the provisions of any such existing orfuture agreements are generally required by the United Mates or
Qther governmental authority of other airports receiving such funds. CITY agrees to provide AIRLINE written
advance notice of any provisions which would adversely modify the material terms of this Agreement.
X7.0 Federal Government's Emer enc Clause. All provisions of thisAgreementshall be subardinate to
the rights of the United Mates of America to operate the Aviation System or any part thereof during time of war or
national emergency. Such rights shall supersede any provisions of #his Agreement incansistentwith the operations
of the Aviation System by the United States of America.
~ 7.03 lVondicnmination
4~
~. AiRLINE far itself, its. personal representatives, successors ininterest, and assigns, as a dart of the
consideration hereof, does hereby agree as a covenant running with the land that ~i} na 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 dicr~minatian in the use of AIRLfIVE's Leased Premises, iii} in the construction of
any improvements on, aver, or under AIRLINE'S Leased Premises and the furnishing of services thereon,
no person on the grounds of race, valor ornational origin shall beexcluded from participation in, denied the
benefits oft or be otherwise subjected to discrimination, and viii} AIRLI~lE shall use the AfRLfNE's Leered
Prer~ises in compliance with all other requirements impaled by or pursuant to ~ 4 DFI~ fart 15~, Subpart E
Non Discrimination in Airport Aid Program and Title VI of the civil Rights Act of ~9~4 and 49 DFR, Subtitle
A, Pert ~1, Nondiscrimination in 1=ederalfy Assisted Programs of the Department of Transportation, and as
said Title end I~egufations may be amended,
B. AIRLIN E acfcnowledges that the provisions of 49 DPR, Dart ~, Disadvantaged Business Enterprises
~D13E}, as said regulations may be amended, and such other similar regulations may be enacted, maybe
applicable to the activities of AIRLINE under the terms of this Agreement, unless exempted by said
regulations, and hereby agrees to comply with the Federal Aviation Adrr~inis#ratian and the U.S. Department
of Transportation, inreference thereto. These requirements mayinclude, but not be limited to, compliance
with I~BE participation goals, the Keeping of certain records of goad faith compliance efforts, which would be
subject to review by the various agencies, the submission of various reports end, if so directed, the
contracting of specified percentages of goods and services contracts to Disadvantaged Business
Enterprises.
~. fn the event of breach of anyofthe above nondiscrimination covenants, ~ITYshall have the rightto
cancel this Agreement after such action as the United States ~avernment may direct to enforce this
covenant has been followed and completed, including exercise or expiration of appeal rights.
~ 7.04 Securi AIR~.INE must comply with, and require compliance by its sub lessees, if any, and bath its
and their respective contractors, suppliers of materials and furnishers of services, employees, agents, and business
invitees, with all present, amended, and future laws, rules, regulations, or ordinances promulgated by the CITY, the
Airport Security Plan ~"ASP"}, the Federal Aviation Administration ~"FAA"}, Department of Homeland Security
~"DIMS"} or other governmental agencies to protect the security and integrity of the Secured Area ~"SA"},the Air
Operations Area ~"AAA"},and the Security Identification Display Area ~"SIDA"}, al defined by the Airport, the FAA,
and TSA, and to protect against access to the SA, AOA, and SIDA by unauthorized persons. Subject to the
approval of the Director, the AIRLINE must adapt procedures to contras and limit access to the SA, ADA, and SfDA
44
by the AlRL1NE, its sub lessees, and its and their respective contractors, suppliers of materials and furnishers of
services, employees, and business invitees in accordance with all present and future ASP, FAA, and ~I~iS laws,
rules, regulations, and ordinances. AIRLINE further agrees to indemnify, hold harmless, defend and insure the
OITY, its officers, agents, and employees against the risk of legal liability far death, injury, or damage to persons or
property, or fees and e~cpenses, direct or consequential, arising from entry of the SA or SIDA permitted, allowed ar
otherwise made passible by AIRLINE, its sub lessees or its or their respective contractors, suppliers of materials
and furnishers of services, employees, business invitees, agents, or any person under the direction of AIRLINE,
which entry violates CITY, ASP, FAA, or ~H lags, rules, regulations, or ordinances or AIRLINE'S Directar-
approved procedures for controlling access to the SA or SI~A as provided hereinabove. The AlRL1NE must obtain
employee identi~cativn badges for all personnel authorized by the AIRLINE to have access to the SA, AOA, or
SICA, in accordance with the provisions of Federal Aviation Regulations, ~9~FR Part ~ 54~, and other laws, rules,
regulations and ordinances AIRLINE must pay ail fines associated with security breaches~infractions byAIRLINE ar
its sub lessees and its and their respective agents, officers, business invitees, and employees in the SA, AOA, or
SI~A, regardless of whether the one is assessed to CITY, Airport orAiRLINE andlor its sub lessees, and i#s artheir
respective agents, officers, business invitees or employees however AIRLINE may contest such fine in accordance
with administrative procedures ofthe agency issuing the one.
ARTICLE ~S: GENERAL PRO111SI~N
~8.0~ Subordination to Master Bond Ordinance
A. This Agreementandall rightsgranted taAIRLINE hereunderareexpresslysubordinated and subject
to the lien and provisions of the pledges, transfer, hypothecation or assignment made by CITY in the Master
Sand Ordinance No. 0~4~ B3. CITY and AIRLINE agree that to the extent required by the Master Bond
Ordinance Na. a~4~ ~ or law, the holders of the Bonds or their designated representatives steal!have the
right to exercise any and all rights a~ CITY hereunder.
B. CITY shall notify AIRLINE in advance of any amendments ar supplements to the Master Bond
Grdinance No. ~~4~~ that would materially alter the terms and provisions of this Agreement. CITY and
AIRLINE shall use their commercially reasonable efforts to agree on the implementation of any such
mater~iaf amendments ar supplements desired solely by Cl~`Yfor its o~rn purposes.
C. With respect to property leased by the CITY to AIRLINE hereunder which vuas or is to be acquired by
the CITY with proceeds of Bonds, the interest an which is, or is intended to be, excludable from the grass
45
'rncame of the holders of such Bonds far federal income tax purposes, the parties hereby covenant to protect
the tax-exempts#atus of the Bonds.
18.4 Non-waiver, No waiver of default by either party of any of the terrns, covenants, ar conditions of this
Agreement to be performed, kept and observed by the other party shall be construed to be or act as a waiver of any
subsequent default of any of the terms, covenants and conditions to be performed, kept and observed by the other
party and shall not b~ deer~ed a waiver of any right on the part of the other party to cancel this Agreement as
provided herein.
18.a Rights Non-Exclu~ e. Notwithstanding anything herein captained that may be ar eppeer to the
coptrary, the rights, privileges end licenses granted undrthis Agreemept, except ip Exclusive Use Prer~ises, ere
"nap-exclusive" and 1T1~ reserves the right to grant similar privileges to others.
~ 8.Q4 quiet Enjayrnent.
.~.,~
A~ CITY agrees that, so long as AIRLINE' s paymept of Rentals, fees and charges is timely apd
AIRLINE keeps all covepants end agreements contained herein, AIRLINE shall peaceably have and enjoy
AIRLINE'S Leased Premises and ell rights, privileges and licenses of the Airport, its appurkepances and
facilities granted herein, subject to the terms and conditions herein contaiped,
~. consistent with the nature of AIRLII~E's business, AIRLINE agrees that occupancy of AIRLINE'S
Leased Prerr~ises gill be lawful and quiet end that it will pot knowingly use or permit the use of AIRLINE`S
Leased Premises ip any way that would violate the terms of this Agreer~ent, create a puisapce, or disturb
other tenants or the general public. AIRLINE shall be responsible for the activity of its oflicerS, employees,
agents, apd others under its captrol with respect to this provision.
~ 8.D~ Performance. The parties expressly agree that time is of the essence ip this Agreement. Failure by a
party to complete performance within the time specified, or withip a reasopable time if no tirr~e is specified herein,
shall relieve the other party, without liability, afany obligation to accept such performance,
~ B~Q~ .Aviation R~ hts. CITY reserves up#a itself, its successors, and assigns far the use and benefit of the
public, a right of flight far the passage of aircraft in the airspace above the surface of the Airport, including
AIRLINE'S Leased Premises, for navigation or flight in the said airspace for landing an, taking offfrom, or operating
at the Airport.
4G
1$.~l Rules and Re ulations.
A. AIRLINE, its officers, employees, agents and others under its control shall observe and obey all
laws, regulations, and orders of the Federal, state, county and municipal governments which nay be
applicable to AIRLINE'S operations at the Airport.
8. CITY may from time to tune adopt, ar~end or revise reasonable and r~on-discriminatory rules and
regulations far the conduct of operations at the Airport, far reasons of safety, health, preservation of the
property or for the maintenance of the goad and orderly appearance of the Airport. AIRLINE, its officers,
employees, agents, and others under its control shall faithfully cor~ply with and observe such rules and
regulations, except as they may conflict with the terms and provisions of this Agreement, or the regulations
of another governmental authority having appropriate jurisdiction,
C. AIRLINE shall be strictlyliable and responsible farobtaining,maintaining current, and fully complying
with, any and all permits, licenses, and vthergavemmental authorizations, however designated, as ray be
required at any time throughout the entire term of this Agreement by any Federal, state, ar local
governmental entity or any court of law having jurisdiction aver AIRLINE or AIRLINE'S operations and
activities at the Airport.
~ 8.a~ Ins ection. AIRLrNE shall allow CITY'S authorized representatives access to AIRLINE'S Leased
Premises far the purpose of examining and inspecting said premises; for purposes necessary, incidental ta, or
connected with the performance of its obligations under this Agreement; or, in the exercise of its governmental
functions. Except in the case of an emergency, upon reasonable advanced native, CITY shall conduct such
inspections during reasonable business hours with reasonable notice and in the presence of AIRLINE'S
representative.
~ i09 Na Individual t.`rabili , No member, officer, agent, director, or employee of CITY arAIRLINE shall be
charged personally or held contractually liable by or to the other part}r under the terms or provisions of this
Agreement or because of any breach thereof or because of its ar their execution or attempted execution,
1 . ~ a Relationship of Parties. Nothing contained herein shall be deemed ar construed by the parties hereto,
or by any third parley, as creating the relationship of principal and agent, partners, joint venturers, or any other similar
such relationship between the parties hereto. It is understand and agreed that neither the method of computation of
rentals, fees and charges, nor any other provisions contained herein, nor any ants of the parties hereto, creates a
relationship other than the relationship of landlord and tenant.
~7
~ 8,11 Ca~a~i #a Execute. The individuals executing this Agreement personally warrant that they have full
authority to execute this Agreement on behalf of the entity farwhom they are acting herein.
18.1 ~ wing. The parties hereto ackr~o~ledge that they have thoroughly reed this Agreement, including
any exhibits or attachments hereto and have sought and received whatever competent advice and counsel was
necessary for them to form a foil and complete understanding of all rights and obligations herein.
The parties further acknowledge that this Agreement is the result of negotiations between the parties and shall not
be construed against CITY by reason of the preparation of this Agreement by CITY.
18~ 13 successors and Aims Bound. This Agreement shall be binding upon and inure to the benefit of the
successors and assigns of the parties hereto.
18. ~ 4 into oration of Exhibits. Ail exhibits and attachments referred to in this Agreement are intended to
be and ere hereby specifically rude a park of this Agreement
~ 8.1 ~ Titles. Paragraph titles are inserked only as a matter of convenience and for reference, and in r~o way
define, limit or describe the scope or extent of any provision of this Agreement,
~ ~. ~ ~ Beverabi[i . In the event that any covenant, condition or provision of this Agreement is held to be
invalid by any court of competent jurisdiction, the invalidity of such cavenant, condition, or provision shall not
materially prejudice either CITY or AIRLINE 'rn their respective rights and obligations contained in the valid
covenants, conditions ar provisions of this Agreement.
1 ~. ~ 7 Amendments. This Agreement constitutes the entire agreement between the parties, Except as
provided in sections 4,01 and 8.g8, no emendrnent, modification or alteration of the terms of this Agreement shall
be binding unless the carne be in writing, dated subsequent to the date hereof, and duly executed by the parties
hereto.
18.18 Most Favored Nations. CITY covenants and agrees not to enter into any agreement with any Air
Transportation Cor~panywhich {i}makes substantially similar use of the Airpork, ~ii~ operates substantiallysimilar
aircraft, and ~iii~ utilizes substantially similarfaciiities to that of AIRLINE, which contains more favorable terms than
this Agreement, orto grantto any such Scheduled Air Carrier rights orprivileges with respect to the Airportwhich
are not afforded to AIRLINE hereunder unless substantially the same terms, rights, privileges and facilities are
4S
concurrently made available to AIRLINE.
~ 8, ~ ~the~ Agreeents, ether than set forth herein, nothing contained in this Agreement shall be
deemed or construed to nullify, restrict or modify in any manner the provisions of any other Agreement or contract
between CITY and AIRE~INE authorizing the use of the Airport, its facilities and appurtenances,
~ 8.2D A royals
~. vllhenever this Agreement calls far approval by CITY, such approval shall be evidenced by the
written approval of the Director,
B. Any approval required by either party to this Agreement shall not be unreasonably withheld or
delayed.
~$.2~ Notices
~A} All notices, demands, requests, or replies provided for or permitted under this Agreement, by either party
must be in writing and must be delivered by one of the following methods: ~ ~ } by personal delivery; {2} by
deposit with the United States Postal Service as certified or registered mail, return receipt requested, postage
prepaid; ~3} by prepaid telegram; ~4} by deposit with an overnight express delivery service, for which service
has been prepaid; or ~} by fax transmission.
~B} Notice deposited with the United States Postal Service in the manner described above will be deemed
effective two ~2}business days after deposit with the United States Postal Service, Notice by telegram or
overnight express delivery service will be deemed effective one ~ 1 }business day after transmission to the
telegraph company or overnight express can*ier. Notice by fax transmission will be deemed effective upon
transmission, with proof of confirmed delivery.
~~ All such communications must only be made to the
following:
If to the pity:
Director of Aviation
pity of corpus Christi
X000 Interr~ationai Drive
Dorpus Dhristi, T 784Q
Fax: ~~~~ } ~8g-025
if to the Airline:
Dame
Address
pity, State, dip
Fax:
49
~D~ Either party may change the address to v~rhich notice is sent by usiNg a method set out above, The
AIRLINE shall notify the CITY of an address change within ten X10}business days after the address is
changed.
~ 8.~~ -~ ant For Service. i•t i expressly understood and agreed that if AIRI,.iNE is not a resident of the State
of Texas, or is an association or partnership without a member ar partner resident of said state, or is a fare'rgn
corporation not licensed to do business in Texas, then in any such event, AIRLINE shell appoint an agent far the
purpose of service of process in any court action between it and CITY arising out of or based upon this Agreement.
AIRLINE shall immediately notify CITY, in writing, of the name and address of said agent Such service shall be
made as provided by the laws of the Mate of Texas far service upon anon-resident engaging iN business in the
Mate. It is further expressly agreed, covenanted and stipulated that, if far any reason, such ser~rice of process is not
possible, as an alternative method of service of process, AIRLINE maybe personally served out of the Mate of
Texas by the registered mailing of such service at the address set farkh in Section 18.21.
~ 8.2 over~~n~La~. This Agreement is to be read and construed in accordance with the lags ofthe State
of Texas. The parties hereto agree that any court of proper jurisdiction presiding in Nueces County, Texas shall be
the forum far any actions brought hereunder
~ 8.24 Fo~~ ajeure. Except as herein pravjded, Neither CITY nor AIRLINE shall be deemed to be in
default hereunder if either party is prevented from performing any of the obligations, other than the payment of
Rentals, Eves and Charges hereunder, by reason of strikes, boycotts, lobar disputes, embargoes, shortages of
energy or materials, acts of hod, acts of the public enemy, weather conditioNS, riots, rebellion, war, acts of
terrorism, or sabotage, or any other circumstances far which it is not responsible ar which are not within its control.
18.2 Entire A__ rg eem~nt. It is understood and agreed that this instrument contains the entire agreement
between the parties hereto. It i further understood and agreed by AIRLINE and CITY that CITY and CITY' s agents
and AIRLINE and AIRLINE'S agents have made no representations orpromise with respect to this Agreement or
the making or entry into this Agreemen#, except a in this Agreement expressly set forth, and that no claim or liability
or cause far termination shall be asserted by either party, and neither party shall be liable by reason of, the breach
of any representations or prorNisesnot expressly stated in this Agreement, Any other written or verbal agreement is
expressly waived by AIRLINE and CITY.
IN WITNESS VIEHERE~F, the parties have executed this Agreement as of the.day and yearfirt above written,
ATTEST: CITY OF ~RPI~ CHRISTI
5~
ATTEST:
Printed Name: ~t~p f~f~t~(.bQ,
fTY~F CORPUS CHRIST
Title: __ _ _~
APPROVED AS TO LEGAL FORM THIS DAY OF
t
Printed Name: d~4n~-~ G~'1t~~P~e..
c
Title: ~°~'r'- ~0~~-e,+r~~~n
ante: ~~ ~
'd,( ~ ( AUTMORI2FD
~n couRC~~ _~ 7 aL~..~
C
sECi~r~er ,~.
l
~~~
City Manager
Pinted Name: ~(D~G1 ~~ ~SCOpu-f"
2009:
SOUTHWEST AIRLINES CO.
Pirated Name. 1 ~Un ~~
Title: ~X¢~c, ~~. S, ~~°`~~~ J~'~c ~c25
Date: ~ / 1U ~ G9
~~
Assis t City Attorney ~
For Attorney ~u L~~~ ~ ~ L~~,
Printed Name:
~~CNIBITA
AIRPORT BOUI~~ARIE
A!I ~~chl~its to be repiae~ ~y ~ separate ~o~~nent
52
~.
ART LAYS PLAN ,~, „ ,, ~ ~:~,,,~
E~~I~~I~I" B
A~~LINE~ LEA~E~ P~E~IIE
~''~~' AIRLIl
The I.a.sed ~rernises, including Exclusive Use, preferential Use, end faint Use Premises, for the A~L~ are
dese~bed l~elnw:
Fig. I~ ~~'~.~ ~(~tl"e feet oftlcket counter, Offlce an~ ~~~ ~rlal~eup space for ~~
Exclusive Use of ~e Airline
Fib. ~~ ~4~~.~ square feet of operational space for ~xelusive Use ~~ the Airline
Fib. C~4 ~~~3.47 ware feet of passenger hold room space for preferential Use of the Airline.
Iw'ig. ~ 0~~.5~ square feet of space far baae drop and baggage clam for Joint Use
of Airline.
dig. ~9 1 Apron pasition~s} far preferen~al Use ofthe Airline
~~
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~~r~vLV VI l1VL
S~UTHINEST ATE AREA
~ORF~US ~HR~STI
INTERNATIONAL AIRP~~T
209 AIRLINE LEASE AGREEMENT
NOTE: ALL MEASUREMENTS TO DETERMINE THE
AREA OF EXCLUSIVE SPACE LEASED SHALL
BE FROM THE INTERIOR OF THE E~(TERNAL
1NALLS AND FROM THE CENTERLINE TO
CENTERLINE OF EACH INTERIOR 1NALL , OR,
IN THE ABSENCE OF INTERIOR WALLS, THE
POINT OF SAID CENTERLINE IN4ULD BE
LOCATED IF SUCH INTERIOR INAI.L EXISTED.
ICES' ~IAP
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soun~w~sr
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C~I~~US ~l~1~fS11
~~YT~~IYAT~O~A~ Al~PO~~'
AV~ATfOI~~~PT~
D11+M. 8Y• BEDLVASQUEZ
APAROVED BY RDY
I~ATE~ 3~~009
PR~1.
Corpus Christi International Airport
r
' F' .
~~
1=1URE 3
LEASED SPACE
S~UTHVIIEST BPS AREA
RPUS CHRISTI
INTER~lATIONAL AIRPQRT
2009 AIRLINE LEASE AGREEMENT
NOTE; ALL MEASUREMENTS TO QETERMINE THE
AREA OF EXCLUSIVE SPACE LEASED SHALE
BE FROM THE INTERIOR OF THE E~iTERNAL
WALLS AND FRAM THE CENTERLINE TO
CENTERLINE OF EACH INTERIOR WALL , OR,
IN T~iE ABSENCE OF INTERIOR VIfALL, THE
POINT OF SAIQ CENTERLINE VIfOULD BE
~OCATEQ IF SUCH INTERIOR 1NAL~ E~ISTEQ.
.......
~~~ ~~~
soun~w~s~r
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A~IlATlOJY~fPf.
sanr+~sr~~o~-~a~o~
Corpus Christi International Airport
SOUTHWESTAIRLINf
HOIDRDOM 2293.47 SF
FiW~E ~4
LEAE~ PACE
~WTHINET H~LDR~QI~
C~~PU ~WR~TI
INTERNATl~NAL AIRPORT
200 AIRLINE .EASE AGREEMENT
I~
I~
NOTE; ALL MEASUREf~1ENT TO IJETEI~f~11NE THE
AREA 01= EXCLUSIVE SPACE LEASED SHALL
BE FROM THE INTERIOR OF THE E~fl'ERNAL
VIIAf,LS ANI] I=RON THE CENTERLINE TQ
CENTERLINE OF EACH INTERf4R 1NALL , OR,
IN THE AI~SENCE OF fNTERl01~ WALLS, THE
PAINT OF SAID CENTERLINE VIICULU BE
LOCATEI] fF SUCH INTERIOR WALL EXISTED,
KEY MAP
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CIA'OF ~PROVFV sr.• Ror
CONAOSCHN1Sl1 qq~; 3-2D09
INTEpNA110M~L AlAPORT P~ 2009JIIRUN~LFASE
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EXHIBfT E
MONTHLY STATISTICAL REPORT
MONTH and YEAR AIRLINE AFFILIATE AIRT~INE
Passenger Traff~
ATEG~R3~ AIRLINE AFFILIATE
Number of Enplaned
Passengers
LY~1L4.kJ~1. 1Jf L~~~~11~~ ~L~ y a
L ~~~~~~~
Number of Enplaned NoYI
Rear. Passengers
Number of Deplaned
Passengers
Number of Deplaned Rev.
Passengers
Number of Deplaned Non--
Re~r. Passengers
Landing Data
dross
Number of Landing Total Total
Airline Landings ~ei.ght per Seats sleight per
or for the Aircraft A~railable Aircraft
Aircraft Type Affiliate Month Type for Month Type
Total Seats Available
Landing Rate ~
Total Due for Landing Fees
largo
Total Fre~.ght Total Mail
Enplaned Deplaned Enplaned Deplaned
LEAD FACTOR for the Month : Signature of company official
5
EXHIBIT F
TERMINAL EQUIPMENT
the follov~ring is a list of germinal Equipment ghat nay be in the AIRLlNE's Leaped Premie and is or~ed b
Y
the CITY and i fir the use of the Airlines:
Passenger Loading Brides
Potable Vllater ~Jnits far Loading fridges
Passenger Lift
~IIUFlQ
PA yste
podiums
E!(Mf~IT C•1
AIRPORT OPERATING FUND 48'I~ RE~UIRE~ENT
FY ~ 0 #
Total p8~~1
AIRPORT DIVISIONS Budget Expenditures
A
irfield 458,456 4'43,271
'"
e ac~l~ ~I~i~J ~7~} I V1/ ~w~Fa f V3I
Custodial Maintenance 534,805 534,805
Larking dot 405,44 397,4
Bu~lding Mamt 1,8fi3,324 1,8~3,3~4
p
Publrc ~7~~~`7 ~,~~~~ ~,~~~,~
Cper~ations 503,tV 49~,$
TOTAL Dir-eet O~-~II ~,637,75Q 5,878,SG5
Adrttinist~ation
~e ~n Trans
City Administration
Other lrrterfund Charges
TOTAL Indirect O~pll
M-r ~ h~
TOTAL ~ R~QUIREI~ENT
Operating Reserve Fund -Coverage Rapt.
Debt Service ~ Other
Debt ~erviCe - 200o Bonds
TOTAL FUND 4810 RE~UtREI~ENT
Aviation Capital Reserve Fund Transfer
TOTAL BUDGET FOR FUND 480
~ to D~aclosure ~nl~
PFC ~ F nd 4821
Debt Service ~ ~4~o Bonds Series A B
t~~ 0,43D
341,534
388
~- 7:~
X35,580}
4~3,~08
509,158
~~~~t+wrr~~
~~rw~.~~~~~
$ 7,993,36$
~~51,95}
~ 7,781,412
,076,810
7171110(? 11:21 AM
~ 8,948,71
89G#783
$ 7,843
Capita!
D
8,2Do
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G~,{lU1J
Final
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f`Y 10
Direct indirect debt TOTAL
D~l~~~T COST CANTERS OEM O&Nf ervEce SOT
Te~min~! Sri ~~8,447 55708 - ~84r ~ 55
Alieid ~,~0~,~3 439,998 50,303 ~,~94,fi~4
T~rmf~el ~,3~fi}898 5~9,8~5 449,878 3,398,399
harking 73fi,758 ~ 79,4 X49,748 ~,~, ~
Ot~e~ 405, 783 98, 953 1 ~ ~, 5~3 8 ~ 7,59
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BQ~ID FtiHaED ASSETS
FY 201 ~
~Q€~d-Funded Pro]ects Airfield Terminal Parking ether TOTAL
Fire Suppressiola System 3,D2B 3,026
RIW, TIW, Aprons 14,130 14,130
SIC, ecurlty, Bag Glaim 74,3fi8 14,368
R~rttal Car Lat 77,102 11,702
Lardscaping 26,855 28,855
Camrnercial Ramp 128,697 126}G91
Main Parking La# 597,248 591,245
Ramp Space ~ 115,348 115,348
Terminal Building Improvements 829,58fi 829,5B6
TI1~ and RIW 1331 244,493 244,093
ecuri#y Fencing 8,269 8,289
Airpart Mas#er Plan 11,000 11,OQ0 11,000 11,515 44,575
C.A. Apron 206,523 20fi,523
RNV 17-35 19,454 19,454
Airpar# Energy Corrservatian 5,000 5,000
Cancaurse and Hpldrnom 5fi5,052 5fi5,D52
Ticket Vlling E~anslan 1,2fi3,025 1,2G3,D25
Landsping Study 39,181 39,787
Terminal Air Condikianing 18,885 18,885
Cl~phics 113,500 113,5DD
Terminal RaafIHVAC 1,D3fi,205 1,036,205
RNV ~ 7`35 229,683 ~~~,~~~
T~TA~ FY'19$'t-B~ 883,928 3,9'18,88'1 808,248 484,8'16 8,859,5T~1
CFR Vehicle 47,593 47,893
ignage arrtl Landscaping 22,277 22,271
Airport En#rance Sign 52,532 52,832
TOTAL FY998B 47,593 D 0 52,632 100,825
Reconstruct Fire Eqp#. 11,209 17,209
ARFF Vehicle 28,116 28,116
Parking Lot 97,540 91,540
Runway 11-35 142,460 142,460
TNV Rehab far RIW 13131 117,667 117,68'
Signage and I.~ndscapirtg 301,152 301,?52
TQTA#. FY9989 345,452 D 81,548 309,1x2 7Q4,744
Master Plan 1U,098 10,D98
Land Acq~lisitian 125,954 125,954
TOTAL FY9999 0 0 4 938,082 138,052
Terminal Interior 34,91 fi 34,916
Terrlirtal E~ansian 1,325,418 1 }325,41G
Terminal AIC far Concourse 39,flD5 39,005
Tower HVAC 1,884 1,G84
Terminal Concourse ~ Hoidroom 391,914 391,914
Service Center RoofIMiVACICanapy 913,612 913,612
TIV1l' J ~ Cammeraal Apron 293,192 293,192
TOTAL 1:1f1882 ~93,~~~ ~,~as,~7 4 a ~,,r~~
Taxiway Rehab 13-31 233,336 233,338
Taxiway J Comm Apron 33,291 33,297
TOTAL FY1993 280,633 D 0 4 2BB,833
7~1~~09 1:01 PM Final
~xwl~rT ~-2.2.1
B~>~a Fur~ar:a ABBEYS
FY 208
Band-Fended Projects l~rflerd Terminal Parking Dther T~TAI,
ParkinglRevenue Control System 17,714 i 7,714
Parl[ing Lot Improvements 19,81 ~ i 9,fi8i
FencingJAc~ess Control 99,4 99,466
O.A, Apron Ext. Fillet Illlider~ing 158,151 15fi,151
Oen Avr~ Apror>'axiway Ltg 179,924 179,924
I~oilerlCooler Tower Replacemen# 27,17fi 27,178
TOTAL FY1994 99,4 27',178 37,395 338,475 500,111
Terminal Renovation-Roof 181,419 181,419
A!F Drainage Imp., Seourfty Perlrne#er Rd. 164,7p0 iG4,7Q0
TOTAL FY1905 184,744 181,419 ~ 0 328,119
BollerlCooler Tower Replacement 2G,098 2G,098
Terminal Relocate Airline 1GB,76 1 G8,7B6
Terminal Elec RmlDoar Rep1 8,848 8,646
TOTAL FY1997 ~ 203,509 0 ~ 243,549
Emergency Generator 181,252 - - 181,252
Elec~rioal lr~provernentsfSweeperlLi~ 19 7,897 - - - 7,fi97
TOTAL FY1998 7,697' 181,282 - 1$8,940
Terminal Space Study Plan - 58,618 - ~ 58,fi18
TOTAI, FYZ001 - 58,818 - - 5$,B~ 8
ARFF Vef~iole 59,8`1 59,871
Vlles# Apron Improvements 15,658 15,658
Parking and Roadway Improvements 15,340 1fi,430 31,774
Terminal Improvements w 2,502,745 - - 2,502,745
TOTAL FY20Q2 75,527 2,502,745 15,340 16,430 2,8'14,042
Terminal Improvements - 2,756,322 - ~ 2,75fi,322
Parking and Roadway Improvements - 3,187,159 1,986,983 5,174,142
TOTAL FY2003 - 2,758,3 3,187,159 1,98s,9a3 7,934,464
Terminal Improvements - 2,790,575 - ~ 2,794}575
Parking and Roadway Improvements - - 420,275 541,349 961,624
TOTAL FY2004 - 2,790,575 420,275 54'1,349 3,752,199
Termine! Improvements - 955,923 ~ - 95x,923
PadCir~g end Roadway Improvements - -
r~~r r• ~.. n:rrrr 1,242,519 ~21,2$1~
i i r~ r.~~ x,221,238
~ nrrrrrr~ wrrrr.rr.w~
TOTAL FY2045 - 955,923 1,242,519 ~21,281y 2,177,1G1
~'em~ir~al Improvements 328,829 328,829
Parking and Roadway Improvement 69,6E4 292,522 362,18fi
TOTAL FY20DB
fiermirtal Improvements
Parking and Roadway Improvements
TOTAL FY2007 Eatlmate
~Ol~ul~u~a ~~O~~~rs FY1981-2003
~6 Distriqu~lon
- 318,829 69,884 292,521 89'r,4'15
228,x77 28,077
21,492 159,8 150,320
- 218,D77 24,092
~i.7°~ 58.B9i~ 19.8
x,228 '~VYt39r
4,252,557 1$,713,$4$
14.9~r 144,4
7~1120D9 12:01 PM Pinal
ALL~~ATf~N DF ANNUAL
DEBT SERVICE
E~[MIBIT C-~.~
ALL~CATIDN DE ~E~T ENVIE
FY 14
of ~r~bu~~on
of Bond-#und~d
Asses ~y
~ Center
~T CENTER
Ai~~~d
Te~minel
P2~rking
~#~er
Total
o~r~e Exhibit
fi.T~~
58,6°l~
~9.~°l0
14.9°l0
1 p~.D°r6
C~.~.~
Amaunt of
Cebt Service
i~~~~l EiiYf
~ ~~~~
50, 363
44~,8~~
~4~,7
~ 1Z,5~
~:
717149 ~ 1.~7 A~1. Fi~~i
~ i
E]iHIBIT -3
Rates and charges
ionatorv Terminal Rant
TE!1~,,F~,ENTAL RATES per squ~a~e
FY 2Q09~2010 f~
Class ~ space- AT01Mnldraam
Class 2 space-Opera~ians Area
Class ~ space-~Carg~ F~c~~~y
Class 4 spCe-~Fene~f~pen Aga
TERN~~IAI RENTAL. RATES ~~ s~ua~
FY 2010-20 ~ ~
Class 1 space- AT~IHaldraom
Class 2 space-4pera~ians A2~
Class space-ar~o Faality
Class 4 space--Fencedl0pen Area
TERII~NAL RENTAL ~14TES deer sauar~e
FY 2011-2012 #}
Class ~ space ATDll~cldroam
Class 2 space-~perabians Area
CIaSS space--arga Fac~~ty
Class 4 space-FencedlDpen Area
TE R N RAT ~ ua
F~ 2012-201 fa t
Class 1 space- AT~1Haldroam
Class ~ space-Operatians Area
Class spaCargo Fac~l~y
Class 4 space~Fenoe~lOpen Area
TERN~NAL RENTAL RATES ~ger sew
FY 2013-2014 fad
Class 1 spaces AT~IHaldream
Gass 2 space-operations Area
Class 3space--Cargo Facility
Class 4 space--FenaedlQpen Area
Common Use Cha es
~OO~,~O
X50.00
X45.00
X37.51
X12.50
5.52
$45.57
X37.98
~~ 2.58
X51.38
$4,25
X39.55
X12.85
$52.15
4fi.94
$39.12
$13,04
$52.94
$47.55
$39,71
$13.24
square footage ~,OO~ square feet
~OOg-~0 Rate D.00 per square'~oot
Terminal security coats oo,'i5o
~To be recovered by ~0~8D Joint Use fornruia based on enplaned passengers
~7
t ~
l,.and~n Fee
X009-'~ ~
Airfield cysts ,+,~~~
~.~$$: Alle~d credit '1,x,475
N@~ -~llfowable Costs $$'1,+4~
Projected landed weight 4,'I ~~
~~09-~~ Landing Fee X1,33
ipnator~ Apron Charge
209-~ ~ Apron Charge per Pre~erentiai Position SG,~~~
~~ased on eve ga#es
Per Turn Char+~e
~0~9-~ 0 Per Turn Charge X50
*Annual minirnurn annual guarantee fog Al1~LlNE operating under die Agreement and dlrecdy leasing
exclusive Use, Preferential Use, or Joint Use space is equal to t1~e #ixed twenty percent ~~0°r6~ Jo1nt Use
#lxed charge paid by each signatory Airline.
X009-~~~10 Annual ~liiniraum: ~}4~~
~g09-1 ~ ~n~r~or~ .Gate Use Fee
X158.38
~-~ 0 Federal ins n services Fee Fi ~.~~ per passenger
8
~ALULATIDN DF NAT REVENUE I]~T~tiBUT10N ANA
C~kPiTAL REERIIE APPR~PRiATION
FY 1D
source Exhibit -"I-1 Revenues
Account Descri 'on
Cargo Facility Rental
Agricultural leases
Rent ~ ~:arr~mercial non,aviativn
Airport Badgang Fees
TA ~uildout Fee
Parking Lot
Covered Parking Premium
Parking ne-Airport
Rent-~r parking
Rent-agar security Fee
ror~nd transportation
Other revenue
Interest on investments
Oil and gas leases
Oil and gas leases
Transfer from Mores Fund
AIR1 Finance Charges
TOTAL Avisticn Depa~nent Revenues
Less Parking and Other Requirements
Net Revenue Distribution to:
Aviation Capital Reserve Fund
Am
~ 9,404
5~,00~
~g,2a
~~,aao
1~, 57
Go4,440
9~0
43,80
~gD,aaO
~ 1 x,500
1,2D0
7~,oao
~ 02,6a0
1 ~, 9~0
0
0
'1,~3~ ~4G~9
~1,08,4Z5}
i (151,958)
71712D09 ~2:~~ ~A-I
~tna~