HomeMy WebLinkAboutC2009-294 - 7/21/2009 - ApprovedAirline Use and Lease Agreement
For
Corpus Christi International Airport
BY AND ~ET~EN
TAE CITY ~F C~~U CHR~TI
AND
C~NTiNENTA~. AIRLINE, INC.
AUNT ~, ~0~9
~0~9-94
ord. 4ZSZ3~
o~~~~~a~
~n~ine~~al A~rrlin~s
Article
~ , DEFIN ITICN
2, EFFECTIVE DATE
TABLE ~~ ~ONT~NT
Title
2.01 Effective Date
2.a2 Cancellation of Prior Agreements
TERIVI
4. PREII~IE
P
8
8
8
S
8
4.01 AI RLl N E's Leased Premises ~
4.02 Employee Parking 9
4,03 Federal Inspection services ~
. USE CPERATI~N AND MAINTENANCE F THE ArRP~RT AND RELATED FACILITIES 9
5.01 AIRLINE Rights and Privileges g
5.02 Exclusions and Reservations 12
x.03 CITY~~ operation and Maintenance obligations 10
5.04 AIRLINE'S operation and Maintenance obligations 11
5.05 Designation of operation and Maintenance Responsibilities ~ 8
~. CAPITAL INIPRCVEII~ENTS 19
fi.01 general 1 g
~. Q2 Grants-l n~Aid ~ g
~. RENTALS, FEES, AND CHARE 1g
7,41 Landing Fees 20
7,02 Terminal Rentals 24
7.03 Apron Fees 20
1 .~~ Joint ~Jse Cha~ges ii~f
1,0~ ether Fees and Charges 21
7.0~ Payments 2~
7.07 Information to be supplied by AIRLINE 23
?.OS Security for Payment 24
7,0~ Passenger Facility Charge 25
7.10 Capitalized Interest on Bonds 2~
7. ~ ~ Continuation of Rent 2~
7.12 No Further Charges 2~
Art.. Title
1.13 Charges for service 21
5, CHANCE IN RATES FAR RENTALS, FEES, AND HARE 27
5.41 Annual Rafe Changes ~~
8.42 ether Rate Changes ~5
8.03 Incorporation of Exhibit "~„ 25
5,04 ettler~ent ~~
5.45 CITY Covenants 29
9. AIRLINE IIUIPR~11ENfENT ~~
9.41 AIRLINE Irr~prcvernents ~~
~ 0. DANfACE ~R DETRUTIN ~ ~
~ 0.01 Partial Damage 31
10.02 substantial Damage 31
~ 0,03 Det~uctian 31
14. Q4 Damage paused by AI RLI N E 3~
14.05 CITY's Responsibilities 32
11~ INDEMNIFICATION AND INDRANCE 32
~ ~ .41 lnderr~nification 32
11.42 Insurance 33
11.43 IlVaiver of subrogation 34
12. CANCELLATION BY CI~`Y 35
12.D1 Events of Default 35
12.42 continuing Responsibilities of AIRLINE ~
12.03 CITY's Remedies 3G
~ 3r~ANELLATI~N BY AIRLINE ~
13.01 Eventa of Default 37'
13,02 AIRLINE'S Remedy 38
14r SURRENDER OF AIRLINE RREMIE 3
14.41 Surrender and Delivery 3
14.42 Removal of Property 39
14.3 Holding fiver 39
1 . ASSICNII~ENT AND SUBLETTING AGREEMENTS 39
15.41 Assignment end subletting by AIRLINE 39
1rAl1AILABILITY OFADEQUATE FACILITIES 41
Article Title Pale"
14.1 Declaration of Intent 41
1.02 Accommodation of Requesting Airlines 41
~ 7, GOVERNMENT lNOL~SION
17.01
~T.0~
17'.05
~ a.04
~~. GENERAL PRA
15.01
~8.0~
18.0
18.04
~ 5.05
~8~05
~ .~~
18.08
15.09
18."I4
18.11
18.1
18.E
15.14
8f
18.1
18.E ~
18.18
18,19
18.~a
15.1
18.~~
18.E
15.4
15.5
ovemment Agree rents
Federal overrrr~ent' Emergency clause
Nondiscrirr~ination
Security
~VISiONS
Subor~inat'ror~ to Master Fond Ordinance
Non~waiver
Righ#~ Non-Exclusive
quiet Enjoyment
Performance
Aviation Rights
Rules and Regulations
Inspection
No Individual Laahility
Relationship of Parties
rapacity to Execute
Savings
Successors and Assigns Bound
Incorporation of Exhibits
Titles
Severabiii#y
Amendments
Most Favored Nations
Other Agreements
Approvals
Notices
Agent for Service
governing Lair
Farce Majeure
Entire Agreement
4~
42
43
43
44
44
44
45
4~
45
45
45
4G
45
47
4~
4?
4~
47'
4~
47
47
4?
4$
45
45
48
4
4
49
4
LET ~F E~H~~IT
Exh~~it
Title
P~
A Airport Boundaries
B AIRLINE'S Leased Premises
Terminal Layout
D Designation o~ Responsibilities for operation and Maintenance
E Monthly statistical Report
F Terminal Equipment
Rates and I~arges Model
THIS ACREEhIIE#VT is made and entered into this day of
~DD9, by and between the City of Carpus Christi, a municipal
corporation end political subdivision of the State of Texas, hereinafter referred #o as "ITY,~ and CONTINENTAL
AIRLINES, INC. a corporation argani~ed and existing under the #aws of the State of
authorized to do business in the state of .hereinafter referred to as "AIRLINE.
I~IIITIESETH.
and
1~IIHEEA, CITY is the owner vfthe Carpus Christi lnterrrati~nal Airport, located in Corpus Christi,
Texas, hereinafter referred to as the "Airpar~;
VIIHEREA, CITY i responsible for the opera#ion, maintenance and improvement of the Airport;
I~VHEREA, CITY has the right to #ease and license the use of property and foci#ities an the Airport
and has full power and authority to eater into this Agreement in respect thereof; and
1HEREAS, AIRLINE is a corporation primari#y engaged in the business of schedu#ed transportation
by air of persons, property, mail andlor cargo; and
VIIHEREAf AIRLINE desires to obtain certain rights, services and privileges in connection with the
use of the Airport and its facilities, and C#TY is wit#ing to grant and lease the same to AIRLINE upon the terms and
conditions hereinafter stated; and
VIIHEI~EAS, the intent of the parties hereto is to eater into an agreement which will more de~in'rtively
specify the rights and obligations of the parties with respect to the operation of the Airpor# by C#TY and the use and
occupancy of Airport by AIRLINE, and this Agreement is responsive to and in accordance with that intent;
N01N, THEREFORE, far and in consideraon of the mukual covenants and agreements herein cantairted, tTY
and A#RLINE da hereby rnuturally undertake, promise and agree, each for itself and its lessors and assigns,
as follows:
ARTICLE ~~ DEFI~IITI~N
The fallowing words, terms and phrases wherever used in this Agreement shall far the purposes of this
Agreement have the following meanings:
Afflicted Airline shall mean any regional airline that operates flights under the designator code of the
Signatory Airline, as designated in writing by such Signatory Airline from time to time. AIRLINE may during
the term of this Agreement ccncel the designation of an Affiliate Airline with thirty ~a}days written notice
and will no longer be responsible for the any future obligctians of that airline beyond the termination date,
A regiment shall mean this Airline use and Leese Agreement between CITY end AIRLINE, as the same
maybe amended ar supplemented from time to time pursuant to the terrrrs hereof.
Air,,,T~ans~ortation Company shall mean a company engaged in the business ofscheduled ornon-scheduled
commercial transportation by airof persons, property, mail, andJar cargo.
Air Tran~~ortatian Business shall mean that business operated by AIRLINE at the Airport far the commercial
transportation by air of persons, property, mail cndlor cargo.
Aircrcft Parkin A ton s#~ail mecn thane parts of the Ramp Area immediately cdjacent to the Terminal, as
designated by the CITY, that are used far the parking of aircraft and support vehicles, and the loading end
unloading of aircraft as Shawn an Exhibit .
Ai~ shall mean the Landing Area and Ramp Area.
AIRLINE shall mean the Scheduled Air Cagier executing this Agreerrtent.
A_ ir~ark shell mean the carpus hriti Internationei Airport awned and opera#ed by the CITY, the boundaries
of which ere more particularly shaven an Exhibit "A," attached hereto, including ail real property and
easements, improvements and appurtenances thereto, strictures, buildings, fixtures, machinery,
equipment, vehicles, supplies end other tangible personal property, or interest in any of the foregoing, now
or hereafter leased ar acquired by CITY, less any thereof which may be cansurned, Bald or otherwise
disposed af.
AirpartlAir~ine Affairs pmmittee ~AAAC~ shall r~ean collectively the authorized representatives of each
Signatory Airline which shell meet or conduct conference calls Pram time to tune with representatives afthe
Airport to receive infarmatian and provide input from the Signatory Airlines with regard to the planning,
2
develapr~ent, operation and financing of the Airport.
Airport Fund shall mean the Airport operating Fund 4~~ a for the deposit of all Revenues and payr~ent of all
~&M Expenses and any capital expenditures allocated to this fund that are not fully ar partiall~r funded
Federally, by the state of Texas, or locally..
Air art Re uirement means, for any Fiscal Year, the ITY's estimate of the following: ~~y Direct and
indirect operating and Maintenance Expenses; {~~ Debt ervlce including coverage requirements but
excluding Debt service paid by other funds; {}thane net amounts funded through the Airport
Discretionary Fund amortized aver ~ projected useful life; {4}thane amounts required to be deposited
during the Fiscal Year to any fund created pursuant to the terrr~ of the Nester Bond ordinance; {~}the
net amount of any judgment ar settlement arising out of or as a result of the ownership, operatlan, ar
maintenance of the Airport or any CITY~owned ar operated Airport-related facility payable by the CITY
during said Fiscal Year, including, but not limited to, the amount of any such judgment or settlement
arising out of oral a result of any clairt~, action, proceeding or suit alleging a taking of property or an
interest in property without just or adequate compensation, trespass, nuisance, property damage,
personal injury, or any other claim, action, proceeding, or suit based upon or relative to any
environmental impact resulting from the use of the Airport far the landing and taking off of aircraft; and
{~}any and all other sums, amounts, charges, or requirer~ents of CITY related to the Airport to be
recovered, charged, set aside, expensed, or accounted far during such Fiscal Year under CITY's
accounting system ar this Agreement; provided, however, that the Airport Requirement shall not include
any amounts included iii {1 }through {fi} chargeable to a special facility, as a direct charge as a result of
the terms of this Agreement, ara tenant improvement.
annual Capital ,~utla~ means the Net Capital Cost of an improvement constructed ar asset purchased or
acquired from the CITY's Airport Discretionary Fund and designated by CITY a an Annual Capital outlay
far any Fiscal Year.
Airport Discretionary Fungi shall mean a reserve fund held by the CITY far the pa~rment of Annual
Capital Outlays, capital Improvements for the Airport, or, at the Airport Director's sale discretion,
terminal cast center shortralls in the Airport Requirement.
Aviation stem shall mean all real property and easements, including improvements thereto,
structures, buildings, f xtures, and other tangible personal property uvhich are located on the Airport a
of the Effective Date of this Agreement ar vuhich maybe hereafter owned or operated by the #TY for
3
the operation or improvement of the Airport. The expenses and revenues associated with the
development and operation of those properkies ar assets that are constructed on the Airport wi[[ not be
included in the calculation of Airline rates and charges
B~ shalt mean Baggage lnforma~ion Display system,
B ds shall r~en any bands or other financing instrument or a~iigation of the [TY, issued far the
purposes of improving the Aviation Bystem.
a~itai Im~rove~nent shall r~ean the Net capital host to acquire, purchase or construct a single capital
item or project from the OIT~f's Aviation I]iscretionary f~eserve Fund far the purposes} of improving,
maintaining, or developing the Aviation Bystem including e~cpenses for development, study, analysis,
reviev~r or planning efforts with a cost more then 10a,aaa.
Caro Area shall mean those areas of the Airpork, as designated by the OITY, that are used primarily for
corr~rnercial air cargo,
Oast Renters shall mean thane areas or functions[ activities of the Aviation ysterr~ as set forth in
Exhibit ""attached hereto, grouped together far the purposes of accounting far Revenues, direct and
indirect OlV1 ExpensesF and Capital charges.
Debt Bervice shall mean that portion of the Principal and Interest due on debt obligations created by the
Master Band Ordinance No. 041 ~3 and all other Airport debt obligations.
De artment of f~omeland ecuri shall mean the deparkment, or its successor, as established by the
United Mates Federal Oovernrnent to establish and administer transporkation security requirements at
the Airport.
De~ianed Passenger shaft mean any passenger diserr~brking from an Air Transpartatian on~pany
aircraft at the Terminal,
Director shall mean the Director of the f~epartment of Aviation and shalt include such person or persons
as may tram tine to tirr~e be authorized in writing by CITY or by the Director or applicable lair to act for
the Director with respect to any or all matters pertaining to this Agreement.
Enplaned Passenger shall mean any passenger boarding an Air Transportation ampany aircraft at the
Terrninai, including any such passenger that previously disembarked from any other aircraft of the same or
~ different Air Transportation arnpany ar frarr~ the same aircraft, then operating under a different flight
nurr~ber.
Exclusive Use Premises shall mean those areas assigned exclusively to AIRLIiVE far its use, as shown on
Exhibit "B~, attached hereto,
FAA shall mean the Federal Aviation Adrr~inistration, or its authorised successar~s~.
Fiscal Year shall mean the annual accounting period of lTYfor its general accounting purposes which, at
the time of entering into this Agreement, is the period of tuvelve consecutive months, beginning with the frst
day of August of any year.
Joint Use Premises shall mean the baggage claim area, and associated baggage make-up space a
shown on Exhibit E, attached, hereto, which ail Airlines use and share ire the cost far usage.
Joint Use barges Forrnu[a means that formula used to calculate the rates and charges for each
category of Joint Use Premises which prorates twenty percent ~~~°lo} of the cost or expense of Joint Use
Premises equally among ai[ Airlines and their designated Affiliates, and eighty percent ~8a°l~} of the
cast or expense ar~ong such Airlines based on each Airline's, including designated Affiliated Airlines,
proportionate share of enp[anerr~ents.
~,and~n_g_ Area[ shall mean thane partian of the Airpa~t provided for tt~e landingr taking off and taxiing of
aircraft, including without [imitation, approach and turning zones, navigation or other easements, runways,
taxiways, runway and taxiway lights, and other appurtenances in connection therewith,
Leased Premises shall mean collectively, AIRLINE'S Exclusive Use PrerYries, Preferential Use Premises,
and faint Use Premises as shown an Exhibit "B" attached hereto.
Nlaxirnum brass Landed yl~ei_ght shall mean the maximum cerki~cated grass [ending weight, as stated in
AIRLINE`S flight aperatior~s manual, at which each category of aircraft operated at the Airport by A[RLINE is
certificated by the FAA.
i1~il.~FlU shall mean ll~ulti-User Flight lnforrr~ation display system.
5
IVet Capital Cost means the aggregate cost of any Annual Capital Outlay or capital lmpravernent less
arrrounts used fram the proceeds of: ~i} grants-in-Aid;~ii} PPS; viii} Bands ar other similar financing vehicles
far which the Debt Service will nit be paid fram f~entals, Fees, and Charges; ar Div} Bonds far which the
Debt Service is to be paid far by PFC.
fV,pn~Sic~nato Airline shall mean any Air Transportation Company providing service at the Airport that has
nit signed this Agreement or a substantially similar agreement.
Operatin_g Reserve fund shall mean Airpo~k operating Reserve Fuad 4G 1 ~ far the deposit of funds
necessary to satisfy the operating Reserve Requirement pursuant to the Master Band ordinance Na.
04'13 which shall mean for the current l=iscai Year, one-sixth ~1~~ of the estirnted tatef OEM
Expenses for the current Fiscal Year as set forth in the current annual budget,
O~erati~n_an~ .Maintenance Ex~ens~ sometimes abbreviated as "~&M Expenses"} means, for any
Fiscal Year, the costs incurred by the CfTY in aperatir~g and maintaining the Airport during such Fiscal
Year, either directly ar indirectly, whether similar ar dissimilar, which under generally accepted
accounting principles, are properly chargeable as expenses to the Airport, including expenses allocated
to the Airport by CITY ire accordance with practices and procedures of the CITY in accordance with the
adapted budget, as maybe revised by the CITY, and taxes payable by CITY which maybe lawfully
imposed upon the Airport by entities otherthan the CITY.
Per Use Ida, rg~ shall rnean the commensurate facili#y use charge ire lieu of Exclusive space rent and Joint
Use charges assessed to Airline farthe use of the baggage make upr Joint Use holdraam and associated
apron, and baggage claim. Airlines who sign this Agreement may designate a per Use Charge alternative in
the Premises section of Exhibit "~ far use of facilities on a Per Use Charge basis which will represent an
equivalent value that will be established annually by the Lessee. if Airline chooses to operate under this
Agreement under the Per Use Charge terms, the Airline will be required to pay in accardar~ce with the terms
outlined in Article ?.
Preferential Use Premises shell mean those portions of the Terminal and Ramp Area assigned to AIR~IIVE,
a Shawn on Exhibits "B~ and "C", attached hereto, to which AIRf_IfVE shall have priority over all other users,
subject to the provisions of Article ~ G.
Ram Area shall mean the aircraft perking and maneuvering areas adjacent to the Terrnirral, and shall
include within its boundaries ail Aircraft Parking Aprons and ground service equipment storage and staging
as shown on Exhibit "~,
Rentals, Fees, and Chaves means the Rentals, Fees, and Charges payable by AIRLINE pursuant to Article
~'.
Revenue Landing shall mean any aircraft landing byAIRLiNE at the Airport forwhich AIRLINE makes a
charge or far v~rhich revenue is derived for the transportation by air of persons, property or mail, but Revenue
Landings shall not include any landing of an aircraft~rhich, after having taken off from Airport and without
making a landing at any other airport, returns to land at Airport because of meteorological conditions,
mechanical or operating causes, medical reasons, or any other reason of emergency ar precaution.
Revenues shall mean income accrued by the CITY in accordance with generally accepted accounting
practices, including investment earnings, from or in connection with the ownership ar operation of the
Aviation ystern or any part thereof, or the leasing ar use thereof but specifically excluding: ~a~ non-
operatin income for receipts} frar~ the sale of assets or insurance claims, {b}federal, state or lacaigrants-
in-aid ar reimbursements, ~c} PFCs, ~d}one-time bonus payments from lessors.
scheduled Air Carrier shall mean any Air Transportation Company performing or desiring to perform,
pursuant to published schedules, commercial air transportation services over specified routes to and from
the Airport and balding the necessary authantyfrom the appropriate Federal arstate agencies to provide
such transportation.
i Hato Airline shall mean an Air Transportation Company that executed this Agreement, or a substantially
similar agreement. The signatory Airline executing the Agreement gill be responsible far all payments due
to Airport for its designated Affiliated Airlines.
T~ shall mean the period of tame during which AIRLINE activities at the Airport shall be governed by
this Agreement, except as otherwise set Earth herein. laid Term shall begin an the Effective Date and,
except as o#herwise set Earth herein, terminate on the date set forth in Article 3 or as otherwise provided
herein,
Terrrrinal shall mean the airline passenger terminal building or~ned and operated by CITY at the Airport,
a shorn an Exhibit "C", attached hereto.
Additional words and phrases used in this Agreement but not defined herein shall have their usual and
customary meaning.
ARTICLE Z: EFEE~TIVE DATE
2.41 Effective Date, The Effective Date of this Agreement is August ~ , ~OOg.
.a~ cancellation vf_ ~~ior Agreement. ~n the Effective Date, all existing Airport Use and Lease
Agreements between AIRLINE ar~d CITY shall terminate.
ARTIDLE 3: TERlI~
This Agreement shall begin on the Effective Date set forth in Article 2 and shall terminate at midnight on
July ~, X014 subject to earliertermintion as herein provided.
ARTICLE 4: PREM[E
4.01 AIRLINE'S leased Premises.
A. CITY does hereby lease and demise to AIRLINE, and AIRLINE does hereby lease and accept
from CITY, Exclusive Use Premises, Preferential Use Premises, and Joint Use Premises din the event
such premises are created in the future and Shawn on a revised Exhibit "B"} as set forth in Exhibit "C„
B. Except as provided in 4.0~ . below, any changes tv AIRLINE' E~cclusive Use Premises, made
after approval and subrr~ission of "as~built~ drawings, shall be evidenced by an amendment to this
Agreement pursuant to ectian 18,17.
. In the event that changes to Exhibit "B"are rude to reflect changes in the leased premises of
others, or to reflect other space changes not inconsistent with the provisions of this Agreement, then in
such event said revised exhibits may be substituted herein without the necessity for amendment of this
Agreement,
S
D. Included in AIRLiNE's Leased Premises is Terminal Equipment as set forth in Exhibit "1="
attached hereto and made a part hereof, Terminal Equipment a~rned or acquired by CITY for use by AIRLINE
in AiRLINE's Leased Premises shall remain the property, maintained by CITY, and under the control, of CITY.
~.0~ Empio ee Parking,, CITY gill make available areas} at the Airport, in reasonable proximity to the
terminal building, vehicular parking far personnel of AIRLINE employed at the Terminal, in conjunction vuith
other Airport employees; provided, however, such area~s~ shall not be used far the storage of vehicles or
trailers. The CITY reserves the right to establish and charge a reasonable parking fee far all Employee Parking.
4.g Federal Inspection services Areas. CITY may designate areas in the Terminal, or else~rhere on
the Airport, to be used by agencies of the United Mates government far the inspection of passengers and their
baggage, and for the exercise of the responsibilities of said agencies Frith respect to the movement of persons
and propery 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 far use of the areas by AIRLINE.
ARTICLE a: UBE, ~PERATt~N AND MAINTENANCE OF THE A1RP~RT AND RELATED FACtLlTtE
5.a~ Air RLiIVE Rights and Privileges. subject to the terms of this Agreement, AIRLINE shall have the nghtto
conduct AiRLINE's Air Transportation Business at the Airport and to perform the folio ring operations and functions
as are reasonably necessary to the conduct of such business at the Airport:
A. The landing, taking off, flying over, taxiing, tav~ring, and conditioning of AiRLINE`s aircraft and, in
areas designated by CITYt the extended parking, servicing, loading or unloading, storage ar maintenance of
AIRLINE'S aircraft and support equipment subject to Paragraphs ~.a~ F., 5.01 ., and ~.~~ C., to the
availability of space, and to such reasonable charges and regulations as CITY may establish; provided,
ho~rever, AIRLINE shall not permit the use afthe Ai~ieid by any aircraft operated or controlled byAIRLINE
which exceeds the load bearing design strength or capability of the Airfield as described in the then'current
FAA-approved Airport Layout Plan ~ALP~ or other engineering evaluations perforrned subsequent to the
then~current ALP, including the then-current Airport Certification Manual.
B, The sale of air transportation tickets and services, the processing of passengers and their baggage
far air travel, and the sale, handling, and providing of mail, freight and express services.
9
The training of personnel in the employ of or to be employed by AIRLINE and the testing of aircraft
and other equiprrrent being utilized at the Airport in the operation of AiRLINE's Air Transparkation Business;
provided, however, said training and testing shall be incidental to the use of the Airport in the aperatian by
AIRLINE of its Air Transporkation Business and shall not unreasonably hamper ar interfere with the use of
the Airpork and its facilities ~y others entitled to the use of same. The CITY reserves the right to restrict or
prohibit such training and testing operations a it deems interferes with the use of the Airport.
D. The sale, disposition or exchange of AIRLINErs aircraft, engines, accessories, gasoline, ail, grease,
lubricants, fuel or other similar equipment or supplies; provided, however, AIRLINE shall not sell aviation
fuels or propellants except ~i} to such Air Transportation Company which is a successor company to
AIRLINE: iii} an Air Transporkation Company which is a wholly owned subsidiary or designated Affiliated
Airline of AIRLINE or viii} when a comparable grade and type of fuel desired by others is not available at tl~e
Airpork except from AIRLINE. AIRLINE may not sell, dispose of ar exchange new or used gasoline, oil,
greases, lubricants, fuel or other propellants unless disposed of in a manner meeting all local, state, and
federal regulations for those products requiring disposal due to routine maintenance.
E. The purchase at the Airport ar elsewhere, of fuels, lubricants and any other supplies and services,
from any person or company, shall be subject to Paragraph 5.0 D, and to the CITY's right to require that
each provider of services andlor supplies to AIRLINE secures a permit from CITY to conduct such activity at
the Airport, pays required fees, and abides byall reasonable rules and regulations established byCITY. No
discnrr~inatory limitations or restnctians shall be imposed by CITY that interfere with such purchases;
provided, however, nothing herein shall be construed to permitAIRLINE to stare aviation fuels at the Airport.
The granting of the right to store aviation fuels shall be subject to the execution of a separate agreer~ent
between AIRLINE and CITY.
F. The servicing by AIRLINE or its suppliers, of aircraft and other equipment being utilized at the Airport
by AIRLINE on Prefefential Use Premises gates and Aircraft Parking Aprons orsuch other locations a may
be designated by the Cirector.
. The loading and unloading of persons, property, cargo, and mail by motor vehicles orother means of
conveyance approved by CITY on the Preferential Use Premises Aircraft Paving Aprons or such other
locations as may be designated by the Director and in compliance Frith the CITY's approved Airpork
Certification Manual which is kept on file in the Airport Director's office.
H. The provision, either alone or in conjunction with other scheduled Air Garners or through a nominee,
1~
of porterlskycap services and security services far the convenience of the public and passengers as allowed
by 49 MFR Part 1 X44,
!. The installation and maintenance, # AIRLINE'S sole cast and expense, of identifying signs in
AIRLINE' s Exclusive Use, Preferential Use Premises, and Joint Use Premises shall be subject to the pear
written approval of the Director, however ail signage in place and previously approved by the Directar as of
the Effective Date, i hereby deemed approved. The general type and design of such signs shall be
harmonious and in keeping v~vith the pattern and decor of the Terminal areas. Nothing herein shall be
deemed to prohibit AIRLINE'S installation of identifying signs an the walls behind ticket taunters and ticket
lift taunters in hold raarns as designated by the Director.
,~. The installation, maintenance and operation, at na cast to CITY, of such radio carr~municatian,
computer, meteorological and aerial navigation equipment and facilities an AIRLINE' s Exclusive Use
Premises as may be necessary for the operation of its Air Transporkatior~ Business; provided, however, that
the location of sash equipment end facilities, method of installa~on end type of equipment shalt be subject to
the prior written approval of the Director, which shell not be unreasonabl~r withheld. CITY shall have the
right to charge a reasonable fee, surcharge, ar rental charge far any location outside of AIRLINE'S E~cclusive
Use or Preferential Use Premises. CITY may disapprove or require modification, removal, or relocation of
such equipment if it interferes with other tommunitation, metearalogical, or aerial navigation systems
operated by iTY, other tenants, or governmental agencies. Upon abandonment or removal of any such
systerr~, AIRLINE shall restore the Premises to its original canditior~, normal wear and tear excepted,
I~C, such rights of way as may reasonably be required by AIRLINE for tomt~unications, computer
equipment, teiephorre, interphone, conveyorsyster~s and powerand athertransmission lines inarea not
exclusively leased by AIRLINE, subject to the availability of space andlor ground areas as reasonably
deterrr~ined by the Directar. All tammunicatian 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 demarcation point and electrical wiring is the responsibility of the AIRLINE from the metered source.
L. AIRLINE shall provide electronic flight arrival and deparkure information through ITY,installed and
maintained II~UFID and BlD systems or by any other method to which AIRLINE and DITY agree.
M. AIRLINE shall have the right to use, in common with others so authorized, the public address system
serving the Terminal Building. AIRLINE shall not install, cause to be installed, ar use any other public
address system at the Terminal Building without the prior 2~pproval of DITY. The CITY reserves the right to
11
establish ~ charge for the use of such system.
N. The installation of personal property, including furniture, furnishings, supplies, machinery,
equip rent, and electronic ticketing machines in AlRLlNE' Exclusive Use Premises and Preferential Use
Premises as AIRLINE may deem necessary ar prudent far the aperatian of its Air ~`ransparttion Business.
Title to such personal property shall remain with AIRLINE, subject to the provisions of this Agreement.
~. Ingress to and egress fram the Airport and AIRLINE'S Leased Premises far AIRLINE'S affiaers,
employees, agents and invitees, passengers, suppliers of materials, furnishers of services, aircraft,
equipment, vehicles, machinery and other property. Such right shall ~e ubjec# to 49 CFR Part ~ b4~ Airport
Security and all other applicable regulations and the CITY'S right to establish rules and regulations
governing ~i}the general public, including AIRLINE'S passengers, arid, iii}accessto non-publicareasatthe
Airport by AIRLINE'S employees, suppliers of materiels and furnisher of services; provided, however, any
such rules and regulations of the CITY shall not unreasonably interfere with the aperatian of AIR~.INE's Air
Transportation Business. Further, CITY reserves the rightta, from time to time, temporarily ar permanently
restrict the uSe of any roadway or other area at the Airport, In the event of such restrictions, and if
necessary, CITY shat! ensure the availability of a reasonably equivalent means of ingress and egress. CITY
will consult vwrith AIRLINE prior to any Such closing which would adversely affect AIRLINE'S operations at the
Airport unless such closing iS necessitated bycircumstanceswhichpose an immediatethreatta the health
or safety of persons using the Airport. AIRLINE hereby releases and discharges CITY, its successors and
assigns, fram any and ail claims, demands or causes of action which AIRLINE may have arisen from the
fact that such areas have been closed.
P. The rights and privileges granted to AIRLINE pursuant to this Article ~ may be exercised an betralf
of AIRLINE by other Signatory Amines, designated Aff listed Airlines, ar contractors authorized by CITY to
provide such services at the Airport, subject to the prior written approval of CITY and further subject to all
lags, rules, regulations and fees and charges as maybe applicable to the activities undertaken.
~.0~ Exclusions and Reservations.
A. Nothing in this Article shall be construed aS authorizing AIRLINE to conduct any business separate
and apart from the conduct of its Air Transportation Business at the Terminal AIRLINE shall not use ar
permit the use of any portion of AIRLINE'S Leased Prerriises for the purpose of selling, offering far sale,
dispensing ar providing any merchandise, product, services, or advertising that directly competes with an
authorized Airport concession except for vending machines in the Airline's Exclusive Use Premises not
1~
accessible to public and nothing contained herein is intended to or shat! be construed to authorize or permit
the AIRLINE to conduct any activity or to operate any direct ar indirect business operation which in any
manner competes with any authorized concession activity at the Airport without the prior written of approval
of the Director and the payment to the DITY of concession fees, Any authorized third party handling contract
is not considered a concession for the purpose of if~poing a concession fee under the terms of this
Agreement.
E. AiRLICVE shall not knowingly interfere or permit Interference with the use, operation or maintenance
of the Airport, including but not limited to, the effectiveness or accessibility of the drainage, sewerage, water,
communications, fire protection, utility, electrical, ar other systems installed or located from time to time at
the Airport; and AIRLINI~ shall notengage in anyactivity prohibited byanyfutureapproved'f4 CFR fart ~~g
program, or existing Noise Abatement Procedures or as such may be amended from time to time,
As soon as passible after release from proper authorities, AIRLINE shall remove any of its disabled
aircraft from the Landing Area and Ramp Area, shall place any such disabled aircraft only in such storage
areas as may be designated by the lirector, and shall story such disabled aircraft only upon such terms and
conditions as may be establishad by the Director; provided, however, AiRLlirIE shall be requested to remove
such disabled aircraft from AIRLINE' s preferentially leased Aircraft Parking Aprons} only if deemed
necessary in accordance with Article ~. fn the event AIRLINE shall fait to rer~ove any of its disabled aircraft
as expeditiously as possible, the Director may, but shat! not be obligated to, cause the removal of such
disabled aircraft; provided however, the Director shat! give AIRLINE prior notice of its intent to do sa and
provided further that the Director steal! use reasonable efforts to remove such aircraft. AIRLINE shall pay to
iTY, upon receipt of invoice, the casts incurred for such removal plus a fifteen percent ~1°l0~
administrative charge.
D. AIRLINE shall not do or permit to be done anything, either by act or failure to act, that shall cause
the cancellation or violation of the provisions, or any pert thereof, of any policy of insurance far the Airport,
~r that shall cause a hazardous condition so as to increase the risks normally attendant upon operations
perrrritted by this Agreement. if such AlRL1NE act, or failure to act, shall cause cancellation of any policy,
then AII~LfNE shall imfr~ediately, upon notification by ~lTY, do whatever shall be necessary to cause
reinstatementof said Insurance. Furthermore, if AlRL1NE shall do orpermitto bedone anyactnotpermit#ed
underthis Agreement, or fail to da any act required underthis Agreement, regardless of whethersuch ac#
shah constitute a breach of thin Agreement, which is the sole cause of an increase in the DITY's insurance
premium for the Airport, AIRLINE shall Immediately remedy such actions and pay the increase in premium
associated with the act upon notice from DfTY to do so and after a sixty ~GO~ day period for AIRLINE to
13
contest the increase
E, CITY may, at its sole option, install or cause to be installed advertising and revenue generating
devices, including vending machines, in Preferential Use or Joint Use Premises; provided, however, that
such installations shall not unreasonably interfere with AIRLINE' s operations authorized hereunder ar
substantially dirrrinih the square footage contained in Airline Preferential Use or Joint Use Premises. CITY
may also, at its sole option, instals pay telephones, facsimile machines, or other self-service traveler
amenities in any part of the Terminal; provided, however, installation of such devices in Preferential Use
Premises shall be with AIRLINE' prior consent, which consent shall not unreasonably be ~rithheld or
delayed CITY shall be entitled to all incor~e generated by such telephones and devices end to reasonable
access upon Airline Preferential Use and Joint Use Premises to instals or service such telephones and
devices, AIRLINE shall not be responsible for any maintenance of or liability arising from the installation,
maintenance, or provision of any such services ordevices.
F, AIRLINE must comply with, and require its officers and employees and any other persons over
whorn it has control to cor~ply with, such reasonable rules and regulations governing the use of Airport
facilities pursuant to this Agreement as may from time to time be adopted and promulgated by CITY
including, but not limited ta, health, safety, environmental concerns, sanitation, and goad order, and with
such amendments, revisions, or extensions thereof a may from time to time be adopted and promulgated
by CITY. AIRLINE will not do ar authorize to be done anything, which may interfere with the effectiveness of
the drainage and sewage system, water system, communications syster~, ire protection system, or other
part of the utility, electrical or other systems installed or located from time to time at the Airport.
AIRLINE rust coordinate training Nights and other nonscheduled flight activities into and out of
Airport with the Director if requested by CITY, AIS~LINE must restrict all such activities to certain hours
established ~y the Director so as to not interfere with scheduled flight activities of other Airlines using the
Airport.
H. AIRLINE must complywith all requirerrrent of the Americans with Disabilities Act~i`ADA"}, as it may
be amended, including without limitation paying far the cost of removing all barriers v~rithin AIRLINE's
Exclusive Use and Preferential Use Premises, necessary to gain access to the AIRLiIVE's Exclusive Use
and Preferential Use Premises.
I. AIRLINE shall campl~r with ail Department of Transportation requirements including ~4 CI~R
382.~~~e~ and 49 CPR ~~',7~, as maybe amended with regard to the chair lift ~"Lift"} used to board
~~
AIRLINE passengers with mobility irnpairrnent purchased by the Airport and intended to comply with all
~epartrr~ent of Transportation requirements including ~4 MFR 38~.~~e}and 4g MFR 2?.?1, as maybe
amended. AIRLINE's operation and use of the Lift shall be on a point use basis with other Airlines
serving the Airport to enplane and deplane its passengers with nobility impairments and shall be
subject to the following conditions and exceptions:
~ } AIRLINE'S aircraft is of a type and design that is compatible with the Lift sa as to be used with applicable
operational convenience and with the highest degree of safety, if AIRLINE elects to use aircraft
incompatible with Airport's Lift, then AIRLINE is respansible for providing a compatible lift at its sole
expense.
2} The Lift is available and is in a sound and operational canditian~
3~ All AIRLINE personnel operating the Lift are required to complete operator training specified by the Lift
manufacturer far safe, proper, and efficient use of the Lift prior to use of the Lift.
4~ If any maintenance, repair, or replacement work is caused by AIRLINE'S negligence or inappropriate use
of the Lift, AIRPORT shall be respansible for the repair andlor replacement of the Lift to the extent of the
dar~age caused by AIRLINE'S negligence or inappropriate use of the Lift and the full cost of any such
repairs shall be invoiced to AIRLINE and due and payable immediately, plus a fifteen percent ~ 1 ~°I~}
administrative charge. .
a} It iSAIRLINE's sale responsibilityto enplane and deplane its passengers with rnobilityimpairments
and shall hold CITY harmless for ail activities associated with such the enplanement or
depaanement, and AIRLINE may use Airport's Lift to meet that responsibility.
b} It is AIRLINE'S abiigation to notify the Director of any needed repairs to the Lift immediately upon
discovery of such need.
c~ CITY shall conduct regular preventative maintenance to the lift so as to Keep it in good working
order, Any necessary repairs to orreplacementofthe Liftshall be theAirport's responsibility, unless
damage is caused by AIRLINE'S negligence or inappropriate use of the Lift.
J. AIRLINE may use Terminal Equipment as shown in Exhibit "F" within AIRLINE'S Leased
Premises. AIRLINE shall ensure that those personnel involved In the use of Terminal Equipment are
1~
properly trained in the use and operation of the devices in a safe manner and that only those trained
AfRLINE personnel use and operate the Terminal Equipment. Except #o the extent
prevented by Texas' Workers' Compensation law, AIRLINE shall indemnify
CITY from any and atl claims for damages made against CITY due to injury,
death, or damage to persons or property resulting from use of Terminal
Equipment by AIRLINE, its agents, employees, or officers. Airport shall 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
AIRLENE must repair or replace the Terminal Equipment at its expense.
K. The rights and privileges granted AIRLINE pursuant to this Article 5 shall be subject to any and
all reasonable rules and regulations established by CITY and to the provisions of Article 1.
L. Any and all rights and privileges not specifically granted to AIRLINE far its use of and operations
at the Airport pursuant to this Agreement are hereby reserved for and to CITY.
5.43 CITY's ~~eration and lUlaintenance ~bli~atians.
A. CITY shall with reasonable diligence, prudently develop, improve, and at all times maintain and
operate the Aviation system with adequate qualified personnel and keep the Aviation System in goad repair,
unless such rnaintenanoe, operation or repair shall be AIRLINE' obligation pursuant to Exhibit "~„
E. CITY shall use reasonable efforts to keep the Aviation System and its aerial approaches free frorr~
ground obstruction far the safe and proper use thereof by AIRLINE.
. CITY shall not be liable to AIRLINE far temporary failure to famish al! or any of such services to be
provided in accordance with Exhibit ~D~ when due to mechanical brea#cdown 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 System and the services described in Exhibit"i~„;and ii} Eliminate a failure thereof in ardorto
minimize the effect to AIRLINE as soon as possible.
D. CITY shall maintain CITY awned passenger loading bridges located on I~referential lase Premises
Aircraft Par~cir~g Apron ~}and the NIUFIDSIBI~ provided by CITY far AIRLINE's use.
1~
E. DITY shall use funds within the Airport Discretionary Fund to pay for local share of Annual
capital Outlays and capital Improvements.
a,~4 AII~LINE's Operation and IUlaintenance Obli_gati~ns.
A~ AIRLINE shall, at all tunes and at its own 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 Apron{s~ a reasonably
free as passible of fuel, oil and debris. AIRLINE agrees to Damply with ail applicable environmental laws,
rules, regulations, orders and~or 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 Perrr~itS and
all applicable laws relating to the use, storage, generation, treatrr~ent, transportation, and~or disposal of
hazardous or regulated substances. if AIRLINE deterrr~ines 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 afl'ectS ar threatens
tv affect the Airport, ar the persons, structures, equipment, ar other property thereon, AIRLINE must notify
immediately by verbal report in person ar by telephone, to be promptly confirmed in writing, { 1 }the Director,
{~~ the Airport's Public Safety Office, and {3}Emergency response centers and environmental ar regulatory
a envies as re aired b law ar re ulation, and must fallow such verbal report with written report as required
g ~ Y g
bylaw. AIRLINE agrees to cooperate fullyith the CITY in prarnptly responding for reporting, and remedying
any threat of potential berm to the environment, including without limitation any release or threat of release
of hazardous or re ulated substance into the drainage systems, soils, ground water, wate~S, ar atn~asphere,
9
in accordance with applicable law or as authorized or approved by any federal, state, or local agency having
authority over environmental matters. AIRLINE will undertake all required rernediation and all costs
associated therewith, for AiRLINE's action or inaction which i direc~y or indirectly responsible for any failure
of the AIRLINE to materiallycanform taall applicabEeenvironmental Iaws, rules, regulations, orders andlor
permits. The rights and obligations set forth in this paragraph survive the termination of this Agreement.
. CITY shall maintain the Heating I~entilatian and Air Conditioning system from the supply paintwhich
i the point at which the supply enters the AII~LINE's ExcEusive Lice and Preferential Use Premises and
continuing throughouttheAirline'sExclusive Use Premises and Preferential Use Premises, AIRLlNEmust
maintain electric loads within the designed capacity of the Airport's electrical system and prior to any change
in the electrical system lands which would exceed its capacity, written consent will be obtained from the
Director by the AIRLINE.
1?
AIRLINE shall maintain fxtures, equipment, and its Exclusive Use end Preferential Use Premises in good
condition, reasonable wear and tear excepted, and perform all ordinary repairs and inside painting. such
repairs and painting by AIRLINE shall be of a quality and Mass not inferior to the original material and
workmanship.
D. AIRLINE may dispose of routine daily trash in the CITY provided trash compactarwithout additional
charge. However, AIRLINE, at its sale expense, must dispose of non-routine daily trash, including without
limitation construction debris and other waste materials-including petroleum products, either directly or
through an independent contractor, either of which must obtain CITY permits.
E. AIRLINE will provide and maintain hand fre extinguishers farad Exclusive Useand Preferential Use
Premises in accordance with applicable safety codes.
F~ AIRLINE gill repair, at its cast, or at CITY' option reimburse CITY for the cost of repairing,
replacing, or rebuilding any damages to the AIRLINE's Exclusive Use and Preferential Use Premises
caused by the acts or omissions of AIRLINE, its sub lessee, or its ar their respective officers, employees,
agents, or business invitees, including without limitation customers. Any repairs made by AIRLINE are
subject to Inspection end approval by CITY.
AIRLINE may not erect, maintain or display on the Airport any billboards, banners, advertising,
promotions, signs or materials without the pr~iar written approval of Director, AIRLINE must keep its ticket
counterfree of all printed material except required regulatory signs ar conditions of trove! and adverkising
displays and related materials. CITY may remove any unauthorised material or displays, which are placed
on the Airport without the Director's prior written approval.
H~ should AIRLINE fail to perform its material obligations hereunder, CITY shall have the right to enter
the AIRLINE'S Leased Premises and perform such activitiesr provided, however, other than in a case of
emergency, CITY shall give to AIRLINE reasonable advance written notice of non-compliance, not to
exceed ten {t~} days, priorto the exercise of this right. if such right is exercised, AIRLCNE shall payt~ CITY,
upon receipt of invoice, the cyst of such services plus a f~teen percent {~5°l~}administrative charge.
5~~~ Designation of operation and il~aintenance Res onsbilities. Respansibilitiesfor maintenance, cleaning
and operation of the Airport shall be as set forth in Exhibit "D~ attached hereto and made a part hereof.
is
ARTICLE ~: CAPITAL IMPR~IIEMEI~IT
.O~ general
A. f t is conternpiated by the parties that from time to time during the term of this Agreement, the CITY
may undertake Capital improvements to the Airport, subject to the provisions ofArticle ~.
B. In conjunction with submission of its Annual Budget, Director will notify AIRLINE of its proposed
Capital lrnprovements, including a sources and uses of funds plan, far the ensuing Fiscal Year as well as a
projection of Capital lmprovernents anticipated for the remaining Terre of this Agreement and CITY's
estimates of the affect of such Capital frnprovements on the Rentals, l=ees, and charges paid Icy Airlines
collectively. Director further reserves the right to notify AlRL1NE at any other time of proposed Capital
Improver~ents subject to AAAC consultation procedures asset forth in this Article fi.
Except for Capital improvements required in order to avoid ar react to er~erency conditions that
could disrupt operations at the Airport or projects that are required to conform to Federal, State, or local
laws, rules, or regulations, the Capital improvement Program propased by Director is subject to AAAC
consultation procedures pursuant to tl~tis Article , CITY agrees to meet collectively with the Signatory
Airlines within thirty ~30~ days after notification to AIRLINE of said Capital Improvement to further discuss the
Capital Improvements. CITY agrees to consider the comments and recomr~endatio~s of the AAAC with
respect to said Capital Improvement. Terminal capacity enhancement projects will not proceed unless a
new or existing AIRLINE can not be accommodated within the existing facilities, CITYv~rill rnaximi~e use of
grants and non~rate based sources of funds for all eligible components of Terminal capacity expansion
projects,
,a~ rants~ln-Aid
CITY will use its best efforts to obtain maximum development of Grants-in~Aid.
ARTICLE T: RENTALB, FEES, AND CHARGES
AIR~.II~E shall pay CITY rentals far use of AIRLINE'S Leased Premises, and fees and charges far the
other rights, licenses, and privileges granted hereunder during the Term of this Agreement. The Rentals, Fees,
and Charges payable by all Signatory Airlines and their designated Affiliate Airlines far the Airfield and, with
19
respect to the Terminal, the Rentals, Fees and charges payable by signatory Airlines leasing space in the
Terrr~inal shall be calculated as set forth in Exhibit "„ Far AIRLINES executing this Agreement and operating
an, a Per Use Oharge basis, AIRLINE will be assessed with a minimum annual guarantee as outlined in Article
7, below and in accordance with the rate identified in Exhibit "H. 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 AIRLINE will be at the discretion of the Airpark Uirectar. For Airlines who have not
executed this Agreement ar an Agreement substantially similar and have not been designated as an Affiliate
Airline, the Non-ignatary Airline shall be required to pay aNon-ignatary premium of one hundred twenty ijve
percent ~~ 25°l0} of all applicable rates end charges. For each Fiscal Year covered ~ this Agreernen#, the rates
shell be outlined for each year in Exhibit ~".
7'.01 Landin_q Fed. AIRLINE shall pay to OITI~ fees far aircraft landings at Airport as set Earth in Exhibit "".
Landed weight shall be reported to the pity within ten ~~0~ days following the end of the month in which activity
occurred. ignatary Airlines' landing fees shall be calculated tv include all Maintenance end Operating Expenses
end the net cast of non-federally funded ar state funded capital casts associated with the Airfield and is determined
as the product of the landing fee rate far the period and the lgnatory and Nan-signatory total landed weight for the
month AIRLINE'S landed weight far the rnanth shall be determined as the product of the Maximum dross Landed
1Neight of each category of landing aircraft of the AIRLINE by the number of Landings of each said aircraft during
such month.
7.02 Terminal Rentals AIRLINE'S Terminal rentals shall be determined as the sum of rentals far Exclusive
Use artd Preferential Use Premises. Rental payment far Exclusive Use and Preferential Use Premises shall be the
Terminal rental rate as set forth in Exhibit "O"and the square footage of the corresponding type of space leased by
AIRLINE as set forth in Exhibit "g„
7,03 A ran Fees AIRLINE shall pay to CITY apron fees for the parking of aircraft at the gate area. such
fees shall be calculated in accordance with Exhibit ""and allocated to AIRLINE based on the number of Airline
leased apron spaces as indicated by the lease lines Shown an Exhibit "C".
7.04 Joint Use ~har~e~. AIRLINE'S JointUse Oharges shall be determined asthe sum of ~ }the productof
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 ~E~ and 2}the Net Terminal security host as shown an Exhibit "C". Passenger
activity shall be reported to the pity within ten X10}days following the end of the month in which activity occurred.
~D
~.g5 I~er Use Charge. Per Use Charges shall be calculated as a flat fee paid per turn ~it~cluding an arrival
and departures and will be adjusted annually. The calculation shall be based uporr adding the average annual rate
per turn far the concourse, inbound baggage, outbound I~aggage, the average per turn rate paid for exclusive
space, plus a 1 °l~ overhead fee a is identified in Exhibit "CH. For airlines utilizing this l'er Use Charge provision, all
activity for the month will be reported within ten ~~ g~ days following the end of the month. For Airline{s}operating
under a Per Use Charge basis, a minimum annual guarantee amount will apply. The minimum annual guarantee will
be an amount equal to the twenty percent ~2D°lo}fixed use amount charged to each Signatory Airline calculated as
part of the Joint Use space charge and the amount due far ticketing space leased by AIRLINE. This amount will be
adjusted annually.
7~gG Other Fees and Charges.
A. CITY e~c~resly 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 as follows: ~i} if the charter#~ight i handled by AIRLINE with its own or a leased aircraft at
AIRLINE's Leased premises, AIRLINE will pay the Signatory rates acrd charges; iii} if the charter
flight i operated by an aircraft owned by aNon-Signatory third party and is handled at AIf~LINE's
Leased Premises, AIRLINE must pay the Nan-signatory rates and charges as outlined in Article l;
or viii} if the charter flight is handled by an aircraft owned by a Nan-ignatary third party and handled
outside AIRLINE's Leased Premises, AIRLINE rust pay the applicable Per Use Charge and the
Nan~Signatory rates acrd charges. If AIRLINE parks aircraft at aCITY-controlled apron position,
AfRLINI~ must pay an Apron Parking Fee as shown in Exhibit "O".
~2~ l~easanable and non-discriminatory fees and charges far services or facilities not enumerated in this
Agreement, but provided by CITY and accepted by AIRLINE, including, lout not limited to, Federal
Inspection Services Area ~"F1"} fees as set forth in Exhibit "".
~3} l'ro-rata share, based upon enplaned passengers, of any charges for the pravision of any services
ar facilities which CITY is required to provide by any governmental entity {other than CITY acting
within its proprietary capacity} having jurisdiction aver the Airport.
B, CITY reserves the right to charge AIf~LINE ar its employees, contractors, oragents a reasonable fee
for a security baclcgraund check and identification badges provided at the Airport.
21
AIRLINE s#~all pay reasonable charges far ether services arfacilities provided by CITY to AIRLINE.
Such services or facilities may include, but are net limited ta, special maintenance of AIRLINE's Leased
Prer~ises including janitorial services or equipmentlvehicle storage areas. The fees for these services shall
be established by the Director upan request far services by AIRLINE
D. AIRLINE shall pay the required fees far all permits and licenses necessary for the conduct of its Air
Transporkatian Business at the Airpork. AIRLIN E shall pay all electricity, gas, and water and sewerage fees
and charges, if separately metered. AIRLINE shall also pay all taxes, assessments, and charges ,which
during the Term of this Agreement may became a lien ar which maybe levied by the State, County, or any
ether tax levying body, upon any taxable interest by AIRLINE acquired in this Agreement, or any taxable
possessory right which AIRLINE may have in or to the premises or facilities leased hereunder, ar the
improvements thereon, by reason of its occupancy thereof, or otherwise, a well as taxes, assessments,
andlar charges on taxable property, real ar personal, awned by AIRLINE in ar about said premises. Upon
any termination of tenancy, all taxes then levied or a lien on any of said property, ar taxable interest therein,
shall be paid in full and without proration byAIRLiNE forthwith, or as scan as a statementthereaf has been
issued by the tax collector, if termination occurs during the `rnterval between attachment of the lien and
issuance of staternent~ h~aever, AIRLINE shall not 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 ar
the ar~ount of such takes, provided that such failure to pay does net result in any forfeiture.
~'.OB Pa menu,
A. Payments of ane~twelfth ~11~ ~} of the total annual rentals far AIRLINE'S Exclusive Use Prer~ises,
Preferential Use Premises, and Apron Fees shall be due in advance, without derr~and, an the first day of
each month. Raid rentals and charges shall be deemed delinquent if payment is net received by the fifteenth
X15} calendar dayof the month.
B. Paymentaf AIRLINE'S Landing Fees shall be due an the lastdayof each monthfollawing the month
in which such activity occurs. Said fees shall be deemed delinquent if payment is not received on the date
due.
C. Payment far Joint USe Charges shall be due an the thirtieth last day of each month based on the
previous month's enplanernent data. Raid fees shall be deemed delinquent if payment i net received an
the date due,
22
f~ Payment for Per Use Charges shall be due on the thirtieth fast day of each month based on the
previous month's activity data. laid fees shall be deemed delinquent if payment is not received on the date
due,
E. Payment for all ether fees and charges due hereunder, shall be due as of the date of the CITY's
invoice, laid fees end charges shall be deemed delinquent if payment is not received within thirty X30}days
of the date of such invoice.
F. CITY steal! provide written Notice of any and ail payment delinquencies, including payments of any
deficiencies 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 l.a?.., herein;provided, however, interest at the lower
of one and one~half percent~~ 'I~ °l~~ per month, orthe highest rate allowable by applicable state law, shall
accrue against any and all delinquent payrnent~s}from the date due until the date payments are received by
CITY. This provision shall not preclude CITY from canceling this Agreement far default in the pay~rent of
rentals, fees or charges, as provided for in section ~~.O~B herein, or from exercising any other rights
contained herein or provided by laver.
C, In the event AIRLINE fails to submit its monthly activity report a required in section T.07, CITY shall
estimate the Rentals, Fees and Charges based upon the higherof one hundred twenty five percent~~25~10}
of the previous month's activity or the same month's prior year activity reported by AIRLINE and issue an
invoice to AIRLINE for same. If no activity data is available, CITY shall reasonably estimate such nativity and
invoice AIRLINE for sane. AIRLINI~ shall be liable for any deficiencies in payr~ents based on estir~a#es
made under this provision; payment far said deficiencies shall be deemed due as of the date such rental
eras due ar~d payable. If such estimate results in an overpayment by AIRLINE, CITY shall apply such
overpayment as a credit against any outstanding invoices or subsequent amounts due far such Rentals,
Fees and Charges from AIRLINE; provided, however, AIRLINE shall not be entitled to any creditfor interest
on payments of such estimated amounts.
W. In the event AIRLINE'S obligations with respect to AIRLINE'S Leased Premises or rights, licenses,
services or privileges granted hereunder shall commence or terminate on any date other than the f rst or last
day of the rr~onth, AIRLIN E's Rentals, Fees and Charges shall be prorated on the basis of the number of
days such prerr~ises, facilities, rights, licenses, services, or privileges were enjoyed during that month.
#. All payments due and payable hereunder shall be paid in lawful money of the United Mates of
America, without set off, by check made payable to the Corpus Christi Intemationai Airport and delivered to:
23
Carpus Christi International Airport
Accounts Receivable Department
1 X00 I ntemational Drive
Carpus Christi, TX. ?84aG
~.a7 Inforrnation to ~e Supplied b~ AIRLINE,
A. Not later than ten ~ 1 a} days afker the end of each month, All~L1NE shall file with Airport written report
in the forrr~at as set forth in Exhibit "~ for activity conducted by AIRLINE and its designated Affiliate
Airlines}during said month, and far activity handled byAIRLJNE far atherAir Transportation Companies not
having an agreement with CITY providing far its awn submission of activity data to CITY.
B. CITY shell have the right to rely an said activity reports in determining rentals and charges due
hereunder; provided, however, AIRLINE shall have full responsibility for the accuracy of said reports
including the sum and product totals, Payment deficiencies due to incomplete ar inaccurate activity reports
shall be subject to interest charges as set forth in Paragraph ~,DG.E.
~. AIRLINE shall at all times maintain end keep books, ledgers, accounts or other retards, wherein are
accurately kept ell entries reflecting the activity statistics to be reported pursuant to Paragraph 7.07.A, Such
retards shall be retained by AIRLINE for a period of three ~~ years subsequent to the activities reported
therein, ar such other retent`ran period as set Earth in ~ ~ CFR Part ~~g, and made available at Corpus
Christi, Texas foraudit andlorexaminatian bCITY ants duly authorised representative during all normal
business hours. AIRLIIVI shall produce such banks and retards at Corpus Christi, Texaswithin thirty~~~}
calendar days of written notice to do so ar pay all reasonable expenses, including but riot limited to
transportation, foadand lodging, necessary for an auditor selected by CITY to audit said boaks and records
at a place selected by AIRLINE.
D. The cast of audit, with the exception of the aforementioned expenses, shall be home by CETY a an
~&M Expense; provided, however, the fatal cast of said audit shall be borne by AIRLINE if either or bath of
the fallowing conditions exist:
(1) The audit revea{s an underpayment of more than five percent (5%) of Rentals, Fees and Charges
due hereunder, as determined by said audit; and~or
~~~ AIRLINE has failed to maintain true and complete boaks, records, accounts, and supportive source
~4
documents in accordance with Paragraph ~.~~.c.
x.08 Security far Payment
A. Unless Signatory Airline has provided regularly scheduled flights to and from the Airpark during the
twelve {1 ~} months prior to the Effective Date of this Agreement without the occurrence of any act or
omission that would have been an event enumerated in Section 12.0 of this Agreer~ent, if this Agreement
had been in effect during that period, AIRLINE shall provide cITY on the Effective Date of this Agreement
with a contract bond, irrevocable letter of credit ar other similar security acceptable to cITY {"contract
ecurit~'~ in an amount equal to the estimate of three {3}months' Rentals, Pees and charges payable by
AIRLINE pursuant to this Article 1, to guarantee the faithful performance by AIRLINE of its obligations under
this Agreement and the payment of all Rentals, Fees and Charges due hereunder. AIRLINE shall be
obligated to maintain such cantract Security in effect until the expiration of twelve {~ ~}consecutive months
during which period AIRLINE commits no event enumerated in Section 12.a~ of this Agreement. Such
cantract security shall be in a form and with a company reasonably acceptable to CITY. In the event that
any such cantract Security shall be for a period Iess than the full period required by this Paragraph ~~aS.A
or if cantract security shall be canceled, AIRLIN E shall provide a renewal ar replacement contract Security
far the remaining required periad atleat sixty {G~} days priarta the date of such expiration or cancellation.
B. Notwithstanding the above Paragraph ~.OS.A, CITY shall have the right to waive such cantract
Security requirements far a Signatory Airline which has not provided regularly scheduled flights to and from
the Airport during the twelve ~9~} months priarto the Effective Date of its signatory Airline 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 and characteristics similar to Airport during the most recent
twelve ~ ~ ~}month period, without committing any rrraterial default under the terms of the respective lease
and use agreements at each of the six ~~ facilitiesr and without any history of untimely payments far rentals,
fees and charges. The burden shall be an AIRLINE to demonstrate to cITY its compliance with these
requirements by providing written documentation frorrr six {}other airports selected by Airport.
G. If AIRLIC~E is delinquent in any debt due to the clTYfora period greaterthan ninety{9a}days and~or
continuously delinquent fora periad of six{} rnontl~s, CITYshall impose arre-impose the requirements of
Paragraph ~.aB.A on AIRLINE.
D. Upon the occurrence of any AIRLINE act or omission that is an event enumerated in Section 1 ~,a~,
or upon election to assume this Agreement under Federal Bankruptcy Rules and Regulations and Federal
25
Judgeship Act of ~9~, as such may be areended, supplemented, or replaced, CITY, by written notice to
AIRLINE given at any time within ninety ~~}days of the date such event becomes known to DITY, may
impale ar re-impose the requirements of Paragfaph ?.aB.A an AIRLINE. In such event, AIRLINE shall
provide CITY with the required contract Security within ten ~~ 0}days from its receipt of such written notice
end shall thereafter maintain such contract Security in effect until the expiration of a period of eighteen ~1~}
consecutive months during which AIRLINE commits na additional event enur~erated in Section 1 ~,0~ .
E. If AIRLINE shall fail to obtain and~arkeep in farce such antractSecurity required hereunder, such
failure shall be grounds for irr~rr~ediate cancellation of this Agreement pursuant to Section ~2.a~. DITY' s
rights under this Sectian l.~$ shall be in addition to all other rights and remedies provided to CITY under
this Agreerent.
7.Og Pasenger Facility Dharge.
A, AIRLINE acknowledges that CITY shall have the right to assess Airline passengers a Passenger
Facility charge ~"PF~}for the use of the AIRPORT in accordance with 4~ U.S.D. 4D~ 1l and the rules and
regulations there under ~~ ~ MFR Part 1 ~S, herein the "PFD Regulations} and as otherwise hereinafter
authorized or permitted. AIRLINE shall collect on behalf of and rerr~it to CITY any such charges in
accordance with the requirements of the PFD Regulations, including but not limited to balding any charges
collected by the AIRLINE, pending remittance to DITY, in trust for 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 b and shall observe ail of the provisions of the PFD Regulations
as they apply to either or bath parties.
if AIRLINE fails to rernit PFC revenue to CITY within the tine limits established by the PFD
Regulations ono later than the last day of the following calendar month},AIRLINE shall be deemed to be in
default pursuant to Section ~ ~.0 ~ .Any late payment of P1='s shall be subject to interest cornputed in
accordance with Section 7,~6,
7. ~ 0 capitalized Interest on Binds,. Bands issued by the ~1TY will provide for the capitalization of interest,
by project, during the construction period far each respective project; and the CITY intends for Debt Service
on Bands to be capitalized until Substantial ompletian of projectfinanced, in part, from the proceeds of
Bands. Provided, however, that in the ever~tany Debt Service applicable for Bands shall become payable
from Revenues prior to Substantial Dampletion of projects, the Debt Service will be allocated to host
~~
Centers in the sane runner as the related project casts net of any PFC funding} are allocated to Cost
Centers.
~. ~ 1 Continuation of Rent .Signatory Airlines that cease service at the Airport prior to the end of the term of
the Agreement a provided far in Section ~3,a~ will continue to pay rentan Exclusive end Preferential Use
Premises and twenty percent of the Joint Use Charge until the end of the Term of the Agreement,
7.1~ No Furkher hare. Except as provided in this Agreement, no further Rentals, Fees ar Charges
shall be charged by the CITY to AIRLINE, for the use of AIRLINEfs Leased Premises and other
facilities, and the rights, licenses, and privileges granted to AIRLINE in Article ~ of this Agreemen#. The
foregoing provision shell not be construed to prohibit the CITY from imposing fees end charges far the
use of specified equipment, facilities, or additional services at the Airport ar from imposing fines,
penalties, or assessments far the enforcement of the CITY's rules and regulations.
7.1 barges Far Services The provisions contained in Section ~.~~ shall not preclude the CITY from
seeking rejmbursement from AIRLINE, Signatory Airlines, designated Affiliated Airlines, end Non-
SignatoryAirlines for the cast of services provided to AIRLINE, Signatory Airlines, designated Aff listed
Airlines, and Nan-ignatoryAirlines in compliance with any federal law ar rule ar regulations which is
enacted or amended subsequent to the execution of this Agreement, or far any services ar facilities
provided subsequent to the execution date of this Agreement, the cast of which is not currently included
in the estimated requirement used to calculate Rentals, Fees and Charges under this Agreement.
ARTICLE ~: CHANE IN RATES FAR RENTALS, FEEa, ANA CHARGES
5.4~ Annua! Rate Changes.
_~,
A, No later than sixty ~~~}days prior to the end of each Fiscal Year, CITY shall notify AIRLINE of the
proposed Landing Fee and Charges far the ensuing Fiscal Year. laid Lending Fee shall be based upon
budgeted Revenues, ~&IVl Expenses, Annual Capital ~u#lay, and projected Capital Improvements, including
coverage and required reserves determined and presented to AIRLINE substantially in conformance with
the methods and format set forth in Exhibit "C". Rents! rates will be set according to the rates included in
Exhibit "". The allocation of ail and gas lease revenues {"~&C Revenues"~ identified in Exhibit ~-1.~"
shall apply through the Term of this Agreement; however, to the extent that the CB~G Revenues exceed acre
27
million dollars ~~,Oa~,~~0} in any Fiscal Year, the ~& Revenues allocation gill be rnodi~ed in excess of
that amount such that fifty percent X50°l0} of the ~& Revenues will be applied to the Airfield cost center and
fifty percent ~~0°l0}gill be allocated to the Aviation Ciscretionary Fund as identified in Exhibit "~~ ~ 1 ". The
Airline allocation gill first be applied to offset the Airline Requirement in the Airf eld cost center far the then
current fiscal year based on the landed weight of ail Signatory Airlines, In the event that the amount of ~&
Revenues to be applied to the Airfield cost center exceeds the Airline Requirement, then any such surplus
will be applied toward the Airline Requirement associated with the Terminal cast center far the then current
fiscal year on a square footage basis. In the event that the amount of ~ Revenues to be applied toward
the Airline Requirement associated with the Terminal costcenterexceeds the Airline Requirement, then at
the end of the Term, any remaining surplus amounts gill be credited to the previous fiscal year{s} of this
Agreement based on pro rata total rates and charges paid by the Signatory Airlines during the period, In the
event that any Airline surplus exists and all Airline Requirements for the full term of this Agreement have
been credited as outlined above, the distribution of~all remaining Airline surplus will be allocated 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 cansultatian process No later than thirty ~o} days after the
forwarding of a proposed schedule of rates for Landing Fees and Charges, CITY agrees to meet or arrange
a conference pall 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 AAAC any reasonably
requested additional information relating to the determination of the proposed rates, CITY agrees to fully
consider the comments and recommendations of the Signatory Airlines prior to finalising its schedule of
rates for Rentals! Fees and Charges far 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 for the Landing Fees and Charges to be established forthe ensuing Fiscal
Year.
~, If calculation of the new rates far Landing Fees and Charges is not completed by CITY and the
notice provided in Barograph 8.D1 C. is not given on 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 i given. l~pon the conclusion
of such calculations and the giving of such notice, CITY shall determine the difference~s~, if any, between
the actual Landing Fees and Charges paid by AIRLINE to date far the then current Fiscal Year and the
Landing Fees and Charges thatwould have been paid by AIRLINE if said rates had been in effect beginning
28
on the first day of the Fiscal Year. Said differences shall be applied to the Landing Fees or Charges for
which a differences} in rates resulted in an overpayr~ent or underpayr~ent, and shall be remitted by
AIRLINE ar credited ar refunded by CITY in the month immediately following the calculation of the new
Fiscal Year rates oroverthe remaining months of the then current Fiscal Yearas determined bythe CITY.
8.0~ ether Rate ~~ngs. Lending, Fees and Charges may be changed up to once per fiscal year at any
other time that unaudited monthly Airport financial date indicates that total Landing Fees and Charges payable
pursuant to the then current rate schedules are estimated and anticipated by CITY to vary by more than ten percent
~ ~ 4°l0}from the total Lending Fees and Charges that would be payable based upon the use of the projected monthly
financial data then available for said Fiscal Year. Rates for Lending Fear end Charges may also be changed
wheneverrequired bytheterms and provisions of the MasterBond ordinance No. 04~G; which iavailable inthe
Airport Administration offices far review, provided, however, that Signatory Airlines' total Landing Fees and Charges
payable to CITY shall be allocated to AIRLINE in accordance with this Agreement. In the event of an emergency
situation at the Airport where action i required due to respond to operational or safety related issues ,the Landing
Fees, and Charges may be changed within thirty ~3a}days, after consultation with the AAAC.
8.~ Incarpara~ipn of Exhibit"" . Ad~ustr~ent to Landing Fees and Charges, puruantto this Agreement,
shall apply without the necessity of formal amendment of this Agreement. Upon each adjustment pursuant to this
Article 8, a revised Exhibit "„ showing the calculation of adjusted rates for 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.~4 Settlement. Upon the earlier of ~i~ one hundred twenty ~~~0}days fallowing the close of each Fiscal
Year, ar iii} as loan a audited financial data for said Fiscal Year is available, rates for Landing Fees and Charges
far the preceding Fiscal Year shall be recalculated using audited ~nanciai data and the methods set forth 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, prorr~ptly credit to AIRLINE
of the amountof such overpaymentwithin thirty X30} days of determination and such creditwill be applied against
any outstanding invoices at the time of issuance and in the event of under payment such amount shall be due
v~rithin thirfy ~~0~ days of the invoice date
8,~~ CITY Covenants.
A. CITY covenants that far purposes of assigning and allocating casts, it shall utilize generally accepted
~9
accounting practices utilized for airports operating as an enterprise fund, include only those charges
properly attributable to theAviation system, and adhere tothe requirements afthe FAA's Polio Regarding
the Establishment ofAirport Rates and Charges,
E, CITY shall operate the Aviation ytern in a manner so as to produce Revenues from
concessionaires, tenants and other users of the Aviation ystern of a nature and amount which would
be produced by a reasonably prudent operator of an airport of substantially similar size, use and activity,
with due regard for the interests of the public.
~. CITY shall use all Revenues of the Aviation ystern e~cclusivel for the construction,
maintenance, operation, development, financing and management of the Aviation ystem~
ARl`IGLE : AIRLINE II~IP~~VEMENT
g.a~ AIRLINE lmproverr~ents.,
A. In accordance with Paragraph .a~ N., AIRLINE may construct and install, at AIRLlNE's sole
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, location, and construction
schedule for such improvement shall be subject to the advanced written approval of the Director Provided
further, that no reduction or abaternent of Rentals, Fees and Charges shall be allowed for any interference
with AIRLINE'S operations by such construction.
B. Friar to the comr~encerner~t of any improvements greater than ~ ~,Oaa, the CITY shall have the right
to require that AIRt.INE shall obtain, or cause to be obtained, a contract surety bond in ~ sum equal to the
full amount ofanyconstructioncontract awarded by AlRI~INE forthe improvements. laid contractsecurity
bond shall name the C~TYas an obligee there underandshall be drawn in a form and from such cot~pany
acceptable to CITY; shall guarantee the faithful performance of necessary construction and completion of
improvements in accordancewith approved final plans and detailed specifications; and, shall protectClTY
against any lasses and liability, damages, expenses, claims and judgments caused by or resulting from any
failure to perform 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 AIR~.INE as principal, in a
sure equal to the foil amount of the construction contract awarded by AIRLINE far the improvements. laid
bond shall nave the CITY as an obligee there under and shall g~,arantee payment of all wages far labor ar~d
0
services engaged, and of all bills for materials, supplies and equipment used in the performance of said
construction contract. Any work associated with such construction or installation shall not unreasonably
interfere with the operation of the Airport, or otherwise unreasonabl~r interfere with the permitted activities of
other Terminal tenants end users, Upon completion of approved construction,and within sixty ~Q} days of
AIRLINE'S receipt of a certificate of occupancy, a complete set of "as built" drawings s#~all be delivered to
the Director far the permanent record of CITY.
AIRLINE shall furnish or require contractors to furnish satisfactory evidence of statutory v~rarker's
cornpensatior~ insurance, comprehensive general liability insurance, camprehensiveautomabileinsurance
and physical damage insurance, an a builder's r7sk form with the interest of DITY endorsed thereon, in such
amounts and in such manner as CITY may reasonably require. DITY may require additional insurance far
any alterations ar improvements approved hereunder, in such limits as CITY reasonably determines to be
necessary.
D. Any cantructian or installation shall be at the sole risk of AIRLINE and shall be in accordance with
all applicable state and local codes and laws ar~d subject to ir'lspection by the Directar and ail other
applicable inspectors.
E. All improvements made to Airline's Exclusive Use and Preferential Use Premises and additions and
alterations thereto made by AIRLINE, except those financed by CITY, shall be and refrain the property of
AIRLINE until expiration afthe Term of this Agreer~ent.Upon termination orcancellatian of thisAgreement,
said additions and alterations shall became the property of CITY; provided, however, that any trade fixtures,
signs, equipment, and other moveable personal property of AIRLINE not perr~anently affixed to Airline's
Exclusive Use ar Preferential Use Premises shall remain the property of AIRLINE, subject to the terms of
Article ~[ 4.
ARTICLE ~~~ DAMAGE OR D~1'RIJT'IOIV
~ 0.0~ Parkial Damage. if any part of AIRLINE'S Leased Premiest or adjacent facilities directly and
substantially affecting the use of AIRLINE'S Leased Premises, shall be partially damaged by fire or other casualty,
but said circumstances do not render AIRLINE'S Leased Premises untenable as reasonably determined by CITY,
the carne shall be repaired to usable condition with due diligence by CITY as hereinafter provided and limited. Na
abatement of rentals shall accrue to AIRLINE so long as AIRLINE'S Leased Premises remain tenantable,
3~
'I0.0~ substantial D~ma~~, if any part of AIRLfNE's Leased Premises, or adjacent facilities directly and
substantially affecting the use of AIRLI[VE's Leased Premises, shall be so extensively damaged by ire or other
casualty as to render any portion of said AIRLINE'S Leased Prer~ises untenable but capable of being repaired, as
reasonably determined by CITY, the carne shall be repaired to usable condition with due diligence by CITY as
hereinafter provided and limited, In such case, the rentals payable hereunder with respect to AIRLINE'S affected
AIRLINE Leased Premises shall be paid up to the time of Such damage end shall thereafter be abated equitably in
proportion as the part of the Brea rendered untenaf~le bears to total AIRL[Nl~ Leased Premises until such time as
such affected AIRLINE Leased Premises shall be restored adequatelyforue. CITYshal[use reasonable effortsto
provide AIRLINE with comparable alternate facilities to oantinue its operation while repairs are being completed, at
a rental rate not to exceed that provided far in this Agreementfor comparable space.
1 D.O I]estruction~
A. If any part of AiRLINE's Leased Premises, or adjacent facilities directly and substantially affecting
the use of AIRLINE'S leased Prer~ises, shall be damaged by fire or other casualty, and is so extensively
damaged as to render any portion of said AIRLINE Leased Premises incapable of I~eing repaired within
ninety X90}days, a reasonably determined by CITY, CITY shall notify AIRLINE of its decision whether to
reconstruct or replace said spade; provided, h~weverr CfTY shall be under no ol~figatian to replace ar
reconstruct such premises. The rentals payable hereunder with respect to affected AlI~LfNE Leased
Premises shall ba paid up to the time of such damage and thereafter shall abate until such time as
replacement or reconstructed space becomes available far use by AIRLINE, if this occurs, Airline may
terminate the letting of the AIRLfNE's Leased Premises, affective as of the date of written notice to the
CITY.
E, In the event CITY elects to reconstruct or replace affected A~I~LfNE Leased Premises, CITY shall
provide AIRLINE with comparable alternate facilities to continue its operation while reconstruction or
replacement is being completed at a rental rate not to exceed that pravided for in this Agreement for
comparable space.
In the event CITY elects to not reconstruct or replace affected AIRLINE Leased Premises, CfTY shall
meet and consult with AIRLINE on ways and means to permanently provide AIRLINE with adequate
replacement space for affected AIRLINE I..ead Premises. In such even#, CITY agrees to amend this
Agreement to reflect related additions end deletions to AlRL1NE's Leased Premises. AIRLINE is net bound
to accept the replacement space and nay terminate this Agreementt as described in section ~ g.g ~A} as
above.
1 ~.a4 D.~qe paused B A~I~L,INE,,. Notwithstanding the provisions of this Article ~ 0, in the eventthat due
to the negligence or willful act or omission of AIRLINE, its employees, its agents, ar licensees, AIRLINE'S 1~eased
Premises Shall be damaged yr destroyed by fre, other casualty or otherwise, there shall be no abatement of rent
during the repair or replacement of said AIRLINE Leased Premises. To the extent that the costs of repairs shall
exceed the amount of any insurance proceeds payable to CITY by reason of such damage ordestruction, AlRt.INE
shai! pay the arnount of such additional costs to CITY.
~ ~,0~ CITY'S Responsibilities. CITY s#~al! maintain adequate levels of insurance ; provided, ~rowever, that
ITY' obligations to repair, reconstruct, or replace affected premises under the provisions of this Article ~ a shell in
any event be limited to restoring affected AlRLIN E Leased Premises to substantially the sane condition that existed
at the date of damage or destruction, including any subsequent i~rprovements made by CITY, and shall further be
limited to the extent of insurance proceeds and other funds available to CITY far such repair, reconstruction, or
replacement; provided further that CITY shall in no way be responsible far the restoration or replacement of any
equipment, furnishings, property, real improvements, signs, or other items installed andlor owned by AIRLINE in
accordance with this Agreement, unless AIRLINE proves that damage i caused by negligence or willful actor
omission of CITY, its officials, agents, or employees acting within the course ar scope of their employment.
ARTICLE ~ 1: INDE~IINIi"ICATI~N ANA INURANC~
11.01 Indemnification
A. AIRLINE shall indemnify, save, hold harmless, and defend CITY, its
officials, agents and employees, its 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 to persons, including death, or damage to property
arising out of, resulting from, or incident to AIRLINE's performance of its
obligations under this Agreement, or in conjunction with AIRLINE's use and
occupancy of AIRLINE's Leased Premises or use of the Airport, unless such
injury or damage is occasioned bythe sole negtEgence or willful misconduct of
CITY, its officers, employees, or agents.
B. AIRLINE shall indemnify, save, hold harmless, and defend CITY, its
officials, agents and employees, its successors and assigns, individually or
collectively, from and agains# 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 and/or
occupancy of A~RLINE's Leased Premises or the Airport unless such injury or
damage is occasioned bythe sole negligence orwillful misconduct of CITY, its
officers, employees, or agents.
C. The provisions of this Section 11,07 shall survive the expiration,
termination or early cancellation of this Agreement,
~1 ~ .g~ Insurance.
A. 1ithout limiting or expanding AIRLIIVE's obligation to indemnify CITY, ~ provided for in Section
~ 1.g~ , AIRLINE shall procure and maintain in force at all tines 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 lever than sixty {fi0} seats shall be in an aggregate amount of not less than ~ Og,g~o,ggg per
occurrence} combined single limit; provided, however, coverage fornon-passengers shall be not less than
an aggregate amount of ~,~OD,g00 per occurrence. The limits #or signatory Airlines operating aircraft with
sixty ~~0} seats or less shall be in an aggregate amount of not less than b0,g00,Ogg per occurrence,
combined single limit, In addition, AIRLINE shall procure and maintain in force during the Term of this
Agreement, liability insurance applicable to the ownership, maintenance, use or operation of any
automobile, mobile equipment or other ground vehicle at the Airport ~including owned, non~owned, or hired}
in an amount not less than ~,g4~,4o~ per occurrence.
B. The aforesaid amounts and types of insurance shell be reviewed from time to time by CITY and may
be adjusted by CITY upon prior reasonable notice to AIRLINE if CITY reasonably determines such
adjustments are necessary to protect ClTY's interests. AIRLINE shall furnish CITY prier to the Effective
date hereof, a certificate or certificates of insurance as evidence that such insurance is in force, CITY
reserves the right to require a certified copy of each certifcate upon request, AIRLINE shall Warne CITY as
4
an additional insured on such insurance policy or policies to the extent of the obligations assumed by
AIRLINE under Section 1 ~ ~0~ above. Said policies shalt be issued by insurance companies of recognised
financial responsibility, and in a farm and content reasonably satisfactory to CITY and shall provide for thirty
{~~~ days advance written notice to CITY prior to the cancellation of ar any adverse material change in such
policies. Failure to provide and~or maintain the required insurance coverage as set forth herein shall be
grounds for immediate cancellation of this Agreement.
AIRLINE shall procure and maintain in farce during the Terra of this Agreement, vvorlcers'
~ornpensation coverage in accordance with State Law and employers Liability in an amount not less than
1,a~ar00a each accident and each disease through a licensed insurance company. The contract far
coverage must be written on a policy and endorser~ents approved by the Texas Department of Insurance,
The warlcers' compensation coverage provided must be in an amount sufficient to assure that all workers'
compensation obiigatians incurred by the AIRLINE will be promptly met,
~ ~ .03 yVaiver of Subrogation. CITY and AIRLINE hereby mutually waive any and all rights of recovery
against the other party arising out of damage ar destruction of the buildings, AxRLINE's Leased Premises, ar any
other property frorr~ causes included under any property insurance policies to the extent such damage or destruction
is covered by the proceeds of such policies and whether or not such damage or destruction shall have been caused
by the porkies, their officers, employees or agents, but only to the extent that the insurance policies then in farce
permit such waiver. Ail policies of insurance shall contain, to the extent available, this v~aiver of subrogation
provision and the cost of such provision shall be borne by the primary insured.
ARTICLE ~ ~: CANCELL~ITt~N BY CITY
~~.0~ Events of Default. The events described below shall be deemed events of default by AIRLINE
hereunder:
A. Upon the occurrence of any one of the fallowing events of default, CITY may give thirty ~0}day
written notice as provided in Section ~ ~.a~.
~'I } The appointment of a trustee, custodian, ar receiver of all or a substantial portion of AIRLiIVE's
assets orthe subletting of AIRLINE'S Leased Premises without City Council authorization exceptas
5
permitted under Article 15.
~~} The divestiture of AIRLINE'S estate herein by operation of law, by dissolution, ar by liquidation.
~} The AIRLINE shall take the benefit of any present ar future insolvency statute, or shall make a
genera! assignr~ent far the benefit of creditors, or shell seek a reorganization or the readjustment of
its indebtedness under any law or statute of the United States or of any state thereof.
{4~ The voluntary discontinuance for a period of at least sixty ~~0} canSecutive days by AIRLINE of its
operations at the Airport unless otherwise approved by CITY in writing, e~ccept when discontinuance
is due to fire, earthquake, strike, gavemmental action, default of the [TY, or other cease beyond
AIRLINE'S control, and if the AIRL[NE's Leased Premises have not been assigned ar sublet
pu~SUant to Article ~ ~.
~} The failure to cure a default in the performance of any of the material terns, covenants and
conditions required herein within thirty ~~} days of receipt of written native by CITY to do so; or if by
reason of the nature of such default, the sane cannot be remedied within thirty {~0}days following
receipt by AIRLINE of written demand from ~ITIr' to do So, AIRLINE fails to commence the
remedying of such default within said thirty ~30~ days following such written notice, or having so
commenced, Shall fail thereafterto continue as promptly as reasonably practical the curing thereof;
provided however, AIRLINE'S performance under this Paragraph 12.01 shall be subject to the
provisions of Section 1 x.24 of this Agreement. AIRLINE shall have the burden of proof to
demonstrate to the CITY'S satisfaction ~i}that the default cannot be cured within thirty ~30~ days, and
iii} that it is proceeding with diligenceta cure said default, and thatsuch defaultwi[[ becuredwithin a
reasonable period of time.
E. Upon the occurrence of any one of the follav~ring events of default, CITY may immediately issue
written notice of default.
~1 } The failure by AIRLINE to pay any part of the Rentals, Pees and charges, PF's or any other sung
due hereunder and the continued failure to pay said amounts in full within ten X10}days of CITY'S
written notice of payments past due. Provided, however, if a dispute arises between C[TY and
AIRLINE with respect to any obligation or alleged obligation of AIRLINE to make payments to C[TY,
payments under protest by AIRLINE of the arnaunt due shall not waive any of AIRLINE'S rights to
contest the validity or amount of such payment.
{~} The failure by AIRLINE to maintain the minimum required insurance coverage as required by
Section ~ ~ ,a~, pravided that CITY shall have the right to irr~rnediatefy suspend AIRLfNE'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 AffLI~IE
permanently of the rights, power and privileges necessary for the lawful conduct and operation of its
business,
~~.02 Continuin Res onsibilities of AIRLINE. Notwithstanding the occurrence of any event ofi default,
AIRi.IfVE shall remain liable to CITY for elf Rentals, Fees ar~d Charges payable hereunder and for all preceding
breaches of any covenant of this Agreement. Furthermore, except as otherwise pravided for in this Agreement,
unless CITY, at its sale discretion, elects to cancel this Agreement, AlRI~INE shall remain liable far and promptly
pay ail Rentals, Fees end Charges accruing hereunder until termination afi this Agreement as set forth in Article 3 or
until this Agreerrrent i canceled by AIRLINE pursuant to Arkicfe 1~.
~ 2.0 fTY's Remedies, Upon the occurrence of any event enumerated in Section 1 x,01, the fallowing
remedies shell be available to CITY:
A. C#TY may exercise any remedy pravided 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 notice afcancellation.f=ar
events enurnerated in Paragraph ~ ~,0~ A., such date shall be not less than thirty ~~0~ days frorrr said date of
receipt of notice. Upon such date, AIRLINE shall be deemed to have ~o further rights hereunder and CfTY
shall Dave the right to take immediate possession of AIRLINE'S Premises.
C, CITY may reenter the AfRLINE's Leased Premises end may rernave all AIRLINE persons and
property Pram same upon the date of reentry specified in CITY'S written notice of reentry to AIRLIfVE. For
events enurnerated in Paragraph ~ ~.0 ~ A. reentry shell be not less than thirty {~0~ days from the date of
notice of reentry.
~. CITY may reletAll~l~iNE's Leased premises end any ir~pravements thereon ar any partthereof at
such Rentals, Fees and Charges and upon such otherterm and conditions a CfTY, in its sale discretion,
may deem advisable, with the right to make alterations, repairs of improvements on said AIRLINE'S Leased
7
Premises. In reletting the AIRLINE'S Leased Premises, CITY shall be obllga#ed 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 i# ray 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
ITYfrom such reletting shall be applied: ~i~ to the paymentof any indebtedness otherthan Rentals, Fees
and Charges due hereunder from AIRLINE to CITY; iii} to the payment of any cost of such reletting~ and viii}
to the paymentof Rentals, Fees and Charges due and unpaid hereunder. The residue, ifany, shall be held
by CITY and applied in payment of future Rentals, Fees and Charges as the same may become due and
payable hereunder. If that portion of such Rentals, Fees and Charges received from such reletting and
applied to the payr~ent of Rentals, Fees and Charges hereunder as 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 soon as ascertainedr any casts and expenses incurred by CITY
in such reletting not covered by the Rentals, Fees and Charges received fram such reletting.
F, AIRLINE Shall pay to CITY all other costs, incurred by CITY in the exercise of any remedy in this
Article ~2, including but not limited ta, reasonable attorney fees, disbursements, caurk casts, and expert
fees.
ARTi~~ 1 ANEL~LA~~~N BY A~RL~NE
X3.01 l*vents of Default, The events described belor shall be deemed events of default by CITY
hereunder:
A. CITYfails to keep, perform arobserve any rnaterial term, covenantarcanditionherein contained to
be kept, performed, or observed by CITY and such failure continues for thirty X30} days after receipt of
written native fror~ AIRLINE; ar, if by its nature such default cannot be cured within such thirty ~~}day
period, CITY shall natcornr~ence to cure or rernave such defaultwithin said thirty X30}days and to cure or
rer~ove the same as promptly as reasonably practicable; provided, however, CITY' s performance under this
Paragraph shall be subject to the provisions of ectian ~8.~4 of this Agreerner~t.
E, Airport i closed to flights in general far reasons other than ~veather, acts of dad } or other reasons
beyond CITY'S control ar to the flights of AIRLINE, far reasons other than thane circumstances within
AIRLINE' s control, and Airport fails to be reopened to such flights ~vithin sixty ~~0~ consecutive days fram
8
such closure.
The Airport is permanently closed a an air carrier airport by act of any Federal, state, or local
goverment agency having competent jurisdictions or AIRLINE is unable to use Airport far a period of at
least ninety X90} consecutive days due to any law ar any order, rule or regulation of any governmental
authority having jurisdiction averthe operations of theAirpart; aranycourtof competent jurisdiction issues
an injunction preventing CITY ar AIRLINE fram using Airport far airport purposes, far reasons other than
thane circumstances within its antral, and such injunction remains in farce far a period of at least ninety
(9Q) consecu#ive days.
~. The United states avemrnent or any authorised agency of the same {by executive order ar
otherwise}assumes the operation, control ar use of the Airport in such a manner as to substantially restrict
AIRLINE fram conducting its operations, if such restriction be continued far a periad of sixty ~~~}
consecutive days ar more.
~ x.02 AiRLINE's Rerxred , AIRLINE terrninatian, due to events of default in provisions of ectian
~ 3.01, shalt not be effective unless and until at least thirty X30}days have elapsed after written notice to CITY
specifying the date upon which such termination shall take effect and the reason for such termination. CITY may
cure the cause of such termination within said X30}day periad, or such l onger t<rrte as the parties may agree thereto.
In the event, of termination AIRLINE shall surrenderthe AIRLINE'S Leased Premises in accordance with Ar~cle 14
hereof ~ if the terrrrinatian is due to provisions related to ectian ~ 3.0 ~ , al[ Rentals, Fees and charges payable by
AIRLINE shall continue in force until the space is fully vacated.
ART~~LE '14; aURRENQER ~P AIRLINE PREMIEE
~ 4.01 surrender and aelver~[. Upon termination or cancellation of this Agreement,AIRLINE shall promptly
and peaceably surrender to CITY AIRLINE'S Leased Premises and all improvements thereon to ~rhich CITY is
entitled in good and ft condition, reasonable vwrear and tear excepted; provided, however, nothing in this section
shall be construed to modify the obligations of the parties set forth in [Article 10 and Article 11 ~.
'14.02 Removal of Pra~erty. AIRLINE shall have the right at any time during the Term afthis Agreement to
rer~ave fram the Airportits aircraft, tools, equipment, trade fixtures, and otherpersona[ property, title towhich shall
remain in AIRLINE, unless otherwise set Earth in this Agreement, and shall rernave such aircraft, tools, equipment,
trade fixtures, and other personal property within thirty X30}business days following termination of this Agreement,
39
whether by expiration of tune or otherwise, as provided herein, subject to any valid lien which CITY may have
thereon far unpaid Rentals, Fees and Charges. AIRLINE shall natabandon any portion of its propert~latthe Airport
without the written consent of CITY. Any and all property not removed by AIRLINE within thirty ~0}business days
l`ollowing the date of termination of this Agreement shall, atthe option ofCITY, ~i} become the propertyof CITYat
no costto CfTY; ~ii~ Ise stared byCITY, at no castto CITY; ar{iia} be sold at public orprivate sale at na costto CITY.
Afl of the AIRLINE'S personal property located on the AIRLINE'S Leased Premises is at the r'rfc 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
AIRLINI~~ Except as may be agreed to otherwise by CITY and AIRLINE, all CITY property damaged by ar as 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,Q l~loldin_g fiver. In the eventAIRLINE continues to occupythe AIRLINE'S Leased Premises beyond the
term of this Agreement or an}~ extension thereof without CITY'S written renewal thereof, such holding over does not
consti#ute a renewal orextension of this Agreement, but creates, upon the same terms and conditions, a tenancy
from month to month which may be terminated at any time by CITY or AIRLINE by giving thirty ~0}days written
native to the other party.
ARTICLE ~5: AICN~IENT AND tJBLETTIIVC ACREEMEIVT
1b.0~ Asi nment and ublettin b AIRLINE.
A, Except for an assignment to a parent, affiliate, yr subsidiary, which is hereby authorized, Alf~LINE
may not at any time assign, transfer, convey, sublet, mortgage, pledge, or encumber its interest under this
Agfee~nent, 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 unreasonably withheld. The above prohibition does not apply uvith respect to any
company with ~rhich AIRLINE may merge ar consolidate, or which may acquire substantially ell of the
AIRLIEVI~'S assets.
In the event that AIRLINE shall, directly ar indirectly, assign, sell, hypothecate ar otherwise transfer this
Agreer~ent, ar any portion of AIRLIfVI~' Leased Premises, without the prior written consent of the CITY
except as allowed far above, the CITY, in its sale discretion may terminate this Agreement,
B. Except for a sublease to any company with which AIRLINE merges or consolidates, or acquires
substantially all of the AIRI.~INE' assets, AIRLINE shall not sublease AIRLINE'S Leased Premises without
4~
the prior written consent of CITY, which consent may be withheld if CITY has subtan#ially similar space
available, but unleased, ar if CITY can make such space available for lease within a reasonable time.
Exclusive or preferential use of AJRLINE's Exclusive Use Premises arany part thereof, or preferential use of
AIRLINE'S Preferential Use Premises or any part thereof, by anyone otherthan AIRLINE or a scheduled Air
Carrier being handled by AIRLINE shall be deemed a sublease.
. AlRL1NE shall include with its request far permission to assign or sublease, a copy of the proposed
assignment ar sublease agreer~ent, if prepared. In the event such proposed agreement has not been
prepared, a written summary of the materiel terms and conditions to be contained in such agreernen#shall
be included wi#h AIRLINE'S request for tentative approval by the CITY. The assignment or sublease
agreement ar written sumr~a~y submitted with AIRLINE' s request shall include the following informat'on: ~i}
the term; iii}the area arspace to be assigned orsubleased; ~iii~the sublease rentals to be charged; and Div}
the provision that assignee ar sub lessee must execute a separate operating agreer~ent with CITY Any
ether information reasonably requested by CITY per#aining to said sublease or assignment shall be prar~ptly
provided by AIRLINE. A fully executed copy of such sublease or assignment shall be submitted to CITY far
final approval before occupartcyofAlRLlNE's Leased Premises, arany portion thereof, bythe ssigneeor
sub lessee.
D. In tl~e event the Rentals, Fees and Charges for subleased premises exceed the Rentals, Fees and
Charges payable byAIRLINE fQr said premises pursuant to this Agreement, AIRLINE Shall pay to CITYthe
excess of the Rentals, Fees and Charges received from the sub lessee over that Specified to be paid by
AIRLINE herein; provided, however, AIRLINE may charge a reasonable fee far administrative costs, not to
exceed fifteen percent ~~ ~°lo} of the specified sublease rental and such fee shall not be considered partof
excess Rentals, Fees and Charges. AIRLINE may also charge a reasonable fee to others far the use of
AIRLINE' s capital equipment and to charge for use of utilities and other services being paid far byAIRLINE.
E. Nothing in this Article 1 ~ shall be construed to release AIRLINE from its obligations under this
Agreement, including but not limited to, the payment of Rentals, Fees and Charges provided herein.
ARTICLE 1~: AVAILABILITY ~F ADEQUATE FACILIT~E
1 G.4~ Declaration of Intent. The parties acknowledge the objective of CITY to offer to all Air Transportation
Companies desiring to serve Airportaccess to theirpartand to provide adequategate positions and space in the
Terminal. Recognising that physical and financial limitations may preclude timely expansion of the Terminal and
~1
Aircraft Parking apron areas to meet the stated requests of AIRLINE andlor such other Scheduled Air Carriers
~"Requesting Airlines"} foradditional facilities, CITY hereby states its intenttopursue the objective of achieving an
optimum balance in the overall utilization of Terminal and Aircraft Parking Apron areas to be achieved, if necessary,
through sharing or reassigning, from time to time, of gate positions and ather passenger handling facilities.
~.g~ Accommad_a#i,on of.Reguetin_g Airlines
A. AIRLINE shalt cooperate with CITYto accommodate the needs of a Requesting Airline bypermitting
such Requesting Airline to utilize AIRt.INE's Preferential Leased Premises far the time periods}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 shell not interfere with AiRLINE's planned
operations or thane of its approved sub leeest licensees or perrnittees. In determining if AIRLINE shall b
required to accommodate a Requesting Airline, the CITY shall consider AIRLINE'S capabilities, capacity,
facilities and therefore, aftertaking into accountAlRLINE's own requirements and contractual obligations,
the compatibility of said Requesting Airline's proposed operations with thane of AIRLINE, and the need for
lobar 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. AIRLINE'S
accommodation of a Requesting Airline shall be subject to the following: 'l } a written agreement between
AIRLINE and Requesting Airline, approved in writing by 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 indemnification and insurance requirements consistent
with the terms of this Agreement.. In order to make sure that all users of Airport facilities will be treated
equally and that AIRLINE will be properly reimbursed for the use of AIRLINE'S Leased Premises, AIRLINE
will compute prorated fees and charges far Exclusive and Preferential Lase Premises based on flight and
enplanement data of both airlines and may not charge more than ~ g0°lo of the charges AIRLINE is
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 X15°l0~ of the specified fees and
charges and such fee shall not be considered part of fees and charges. AIRLENE may also charge a
reasonable fee to others far the use of AIRLINE' s capital equipment and charge for use of utilities and other
services being paid far by AIRLINE.
B. AIRLINE shall cooperate with CITY to accornrnodate otherAir Transportation Car~panies from time
to tire, as deemed necessary by CITY for Situations Including, but not limited to unscheduled flights
including charters, diversions due to weather, and other circumstances not otherwise accomrnadated or
handled by a Signatory Airline, and scheduled flights far which the Scheduled Air Carrier has no assigned
42
gates.
Pravided, however, AIRLINE shall not be required to accommodate such other Scheduled Air
Ca~iers pursuant to this Paragraph ~ ~.02.8~ if ail of AIRLINE'S gate positions ere occupied by AIRLINE'S
flights orflights of other Scheduled Air Carders already being accommodated by AIRLINE atthe tine afraid
flight needing to be accor~madated, Far purposes of this Provision, the overnight parking of AIRLINE'S
aircraft at a gate position or perking of AIRLINE'S aircraft at a gate position o#herthan between one ~1 ~ hour
before arrival ar one ~~ } hour after scheduled departure of AIRLINE' s aircraft shall not be deer~ed
occupation of said Bete position. if AIRLINE accommodates such other Scheduled Air Carriers then said
other scheduled Air Canner shall be required to vacate AIRLINE'S gate position at least ~1 } hour prior to
A[RLINE's next scheduled flight arrival~departure at said gate position. The accor~modated carrier Shall pay
AIRLINE'S reasonable costs incurred in removing AIRLINE' s aircraft from ar moving AIRLINE'S aircraft to
the gate positions.
Subject to the pravisians of Sections ~ 5,01 and ~ 5.02, nothing contained in this Article shall prevent
or prohibit AIRLINE from electing to enter into an agreernent with other Scheduled Air Carriers authar~~ed to
operate at the Airport and desiring the faint use of AIRLINE'S Leased Premises as Pravided in Article ~ 5
herein with approval of CITY.
ARTICLE 17; ~VERNMENT IIVLUI~~I
17.01 Government Agreements. This Agreement shall be subordinate to the pravisians of any existing or
future agreements between C[TY and the United Mates Government or other govemrental authority, relative to the
operation ar maintenance of the Aviation System, the execution of which has been orwill be required a 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 or future agreer~ents are generally required by the United Mates or
other governmental authority of other airports receiving such funds. CITY agrees to provide AIRLINE written
advance notice of any pravisians which would adversely r~odify the material terms of this Agreement.
17,02 Federal ~ver~rnent's Em~r~en~~ CIS, All previsions of this Agreement shall be subordinate to
the rights of the United States of America to opera#e the Aviation System ar any part thereof during time of war or
national emergency. Such rights shall supersede any provisions of this Agreement inconsistent with the operations
of the Aviation System by the United States of America.
17.03 Nondiscrimination
43
A. AiRLI NE far itself, its. personal representatives, successors in interest, and assigns, as ~ part of the
consideration hereof, does hereby agree as a covenant running with the land that ~i} no person on the
grounds of race, color or national origin shall be excluded from participation in, denied the benefits of, or be
otherwise subjected to discrimination in the use of AiRLiNE's Leased Premises, iii} in the construction of
any irr~provements on, aver, or under AIRLINE's Leased Premises and the furnishing of services thereon,
no person on the grounds of race, color or national origin shall be excluded from participation in, denied the
benefits of, or be otherwise subjected to discrimination, and viii}AIRLINE shall use the AIRLINE'S Leased
Premises in compliance with all other requirements imposed by or pursuant to ~ 4 CFR Part ~ 5~, Bubpart E
Non Discrirnination in Airport Aid Program and Title 111 of the Civil Rights Act of ~ 9~4 and 49 CFR, subtitle
A, Part 21, Nondiscrimination in Federally Assisted Programs of the Department of Transportation, and as
said Title and Regulations may be amended.
B. AIRLINE acknowledges thatthe provisions of 49 CFR, Part, Disadvantaged Business Enterprises
DBE}, as said regulations ray be amended, end such other similar regulations may be enacted, may be
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 Administration and the U., aepartrnent
of Transportation, in reference thereto. These requirements may include, but not be limited to, compliance
with DBE participation goals, the keeping of certain records of goad faith corpliance efforts, which would be
subject to review by the various agencies, the subrr~ission of various reports and, if so directed, the
contracting of specified percentages of goads and services contracts to Disadvantaged Business
Enterprises,
In the event of breach of any of the above nondiscrimination covenants, CITY shall have the right to
cancel this Agreement after such action as the United Mates government may direct to enforce this
covenant has been followed and cornplted, including exercise orexpiration of appeal rights.
X7.04 ecuri AIRLINE mustcot~plywith, and require compliance byits sub lessees, if any, and bath its
and their respective contractors, suppliers of materials and furnishers of services, employees, agents, and business
invitees, with aii presentt amended, and future laws, rules, regulations, ar ordinances promulgated by the CITY, the
Airport Becurity Plan ~"ASP"~, the Federal Aviation Adrninistratian ~"FAA"}, Department of Homeland security
~"DH~} or other goverr~r~ental agencies to protect the security and integrity of the secured Area ~"BA"},the Air
Operations Area ~"A~A~},and the security ldentifcation Display Area {"B iDA"~, as defined by the Airport, the FAA,
and TEA, and to protect against access to the A, ACA, and BiDA by unauthorized persons. subject to the
approval of the Director, the AIRLINE must adopt procedures to control and limit access to the A, AOA, and iDA
44
by the AIRLINE, its sub lessees, and its and their respective contractors, suppliers of r~aterials and furnishers of
services, employees, and business invitees in accordance with all present and future ASP, FAA, and DH laws,
rules, regulations, and ordinances. AIRLINE further agrees to indemnify, hold harmless, defend and insure the
CITY, its ofrcers, agents, and employees against the rick of legal liability for death, injury, or damage to persons or
property, orfees and expenses, direct ar consequential, arising frorr~ entryof the SA or SIDA permitted, allowed or
otherwise made possible by AIRLINE, its sub lessees ar its ar their respective contractors, suppliers of materials
and furr~ishers of services, employees, business invitees, agents, or any person under the direction of AIRLINE,
which entry viola#es CITY, ASP, FAA, ar DHS lags, rules, regulations, or ordinances or AIRLINE'S ~irectar~
approved procedures for controlling access to the SA ar SIDA as provided hereinabove.The AIRLINE must obtain
employee identification badges for all personnel authorized by the AIRLINE to have access to the SA, ACA, or
SI~A, in accordance with the provisions of Federal Aviation Regulations, 4gCFR Bart ~ ~4~, and other laws, rules,
regulations and ordinances. AIRLINE must pay all fines associated with security breacheslinfractions by AIRLINE or
its sub lessees and its and their respective agents, officers, business invitees, and employees in the SA, AOA, or
SIDA, regardless of whether the fine i assessed to CITY, Airport ar AIRLINE andlor its sub lessees, and its or their
respective agents, officers, business invitees or employees however AIRLINE may contest such fine in accordance
with administrative procedures of the agency issuing the fine,
ARl'iC~E 18. GENERAL PROVISt~N
~ 6.41 Subordination to Master Bond Ordinance
A. This Agreement and ail rights granted to AIRLINE hereunder are expressly subordinated and subject
to the lien and provisions of the pledges, transfer, hypothecation or assignment made by CITY in the faster
Bond Ordinance No. ~24~ ~~ CITY and AIRLINE agree that to the extent required by the Master Bond
Ordinance Nv. Q~4~ or Iaw, the holders of the Bands or their designated representatives shall have the
right to exercise any and ail rights of CITY hereunder.
B. CITY shall notify AIRLINE in advance of any amendments ar supplements to the Master Bond
Ordinance No. g~4~63 that would materially alter the terms and provisions of this Agreement. CITY and
AIRLINE shall use their carnrr~ercially reasonable efforts to agree on the implerrrentation of any such
material amendments or supplements desired solely by CITYfor its own purposes.
C. llVith respect to property leased by the CITY to AIRLINE hereunderwhich was or is to be acquired by
the CITY with proceeds of Bonds, the interest on which is, or is intended to be, excludable from the gross
45
income of the holders of such Bonds far faders! income tax purposes, the parties hereby covenant to protect
the tax-exempt ststus of the Bonds.
~ 8.0~ Nan-waiver. No waiver of default by either party of any of the terms, covenants, or conditions of this
Agreement to be performed, kept and observed by the other Pa~Y 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 shah not be deemed a waiver of any right on the part of the other party to cancel this Agreement a
provided 1'~erein.
~ 8.08 Rights Nan-Exclusive. Notwithstanding anything herein contained that ray be or appear to the
contrary, the rights, privileges and licenses granted underthis Agreement, except in Exclusive Use Premises, are
"nan~exclusive"and CITY reserves the right to grant similar privileges to others.
~ 8.a4 G~ulet En'a ment,
A. CITY agrees that, so long as AIRLINE' s payment of Rentals, fees and charges is timely and
AIRLINE keeps all covenants and agreements contained herein, AIRLINE shall peaceably have and enjoy
AIRLINE'S Leased Premises and all rights, privileges and licenses of the Airpork, its appurtenances and
facilities granted herein, subject to the terms and conditions herein contained.
B. consistent with the nature of AIRLINE'S business, AIRLINE agrees that occupancy of AIRLINE'S
Lensed Premises will be lawful and quiet and that it will not knowingly use or permit the use of AIRLINE'S
Leased Premises in anyaythatwould violate the terms of this Agreement, create a nuisance, or disturb
athertenant orthe general public. AIRLINE shall be responsible forthe activity of its officers, employees,
agents, and others under its control with respect to this provision.
~ 8.g~ Performance. The parties expressly agree that tine is of the essence in this Agreement. failure by a
party to complete performance within the time specifiedt orwithin a reasonable time if na time is Spcifed herein,
shall relieve the other party, without liability, of any obligstian to accept such performance.
'I 8.06 Avis#ion ugh#. CITY reserves unto itself, its successors, and assigns for the use and benefit of the
public, a right of flight for the passage of aircraft in the 2~irspace above the surface of the Airpork, including
AIRLINE'S Leased Premises, for navigation orflight in the said airspace far landing an, taking afffrom, oroperating
at the Airport.
4
~ 8.07 Rules and Regulatiarts.
A. AIRLINE, its officers, employees, agents and others under its vontral shall observe and obey all
laws, regulations, and orders of the Federal, state, county and municipal governments which may be
applicable to A[RL[NE' operations at the Airport.
E. CITY ray from time to time adapt, amend or revise reasonable and r~an~discriminatory rules and
regulations for the conduct of operations at the Airpark, far reasons of safety, health} preservation of the
property ar far the rr~aintenance of the goad and orderly appearance of the Airpark. AIRLINE, its affiaers,
employees, agents, and others under its vontrol shall faithfully comply with and observe suoh rules and
regulations, except as they may conflivt with the terms and provisions of this Agreement, orthe regulations
of another governmental authority having appropriate jurisdiction.
AIRLINE shall be strictly liable and responsible forabtaining, maintaining current, and fully car plying
v~rith, any and all permits, licenses, and other goverr~rnental authorizations, however designated, as may be
required at any time throughout the entire terra of this Agreement by any Federal, state, ar local
governmental entifiy or any court of law having jurisdiction aver AIRLINE or AIRLINE'S operatiar~s and
aCtiVlties at the Alrpart.
~ 8.08 Ins action. AIRLINE shall allow CITY'S authorized representatives access to AIRLINE'S Leased
Premises far the purpose of examining and inspecting said premises; far purposes necessary, incidental to, ar
connected with the performance of its obligations under this Agreement; or, in the exervise of its govemmental
functions. Except in the case of an emergency, upon reasonable advanced native, C[TY shall conduct such
inspections during reasonable business hours with reasanahle native and in the presence of AIRLINE'S
representative.
18.09 No Individual Liabili . No rnen7ber, officer, agent, direvtor, or employee of CITY or AIRLINE shall be
charged personally or held contractually liable by or to the other party under the terms ar provisions of this
Agreement or because of any breach thereof or because of its or their execution or attempted execution.
18.10 Relationship of Parties. Nothing contained herein shat[ be deemed or 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 understood and agreed that neitherthe method of cornputatian of
rentals, fees and charges, nor any other provisions contained herein, nor any acts of the porkies hereto, creates a
reiatianship otherthan the relationship of landlord and tenant.
4?
18. ~ ~ a~acity to Execute. The individuals executing this Agreement personally warrant that they have full
authority tv execute this Agreement an behalf of the entity for whom they are acting herein.
18.12 Davin s. The parties hereto acknowledge that they have thoroughly read this Agreement, including
any exhibits ar attachments hereta end have sought end received whatever competent advice and counsel was
necessary far them to farrr~ a full and complete understanding of all rights and obligations herein,
The parties further acknowledge that this Agreement is the result of negotiations between the parties end shall not
be construed against [TY by reason of the preparation of this Agreement by iTY,
18.13 successors and As~_Bo~nd. This Agreement shall be binding upon and inure to the benefit of the
successors and assigns of the parties hereto
18.14 lncor~oratian of E~ch~bits, AI[ exhibits and attachments referred to in this Agreement are intended to
be and are hereby specifically made a pert of this Agreement.
~ 8.1 ~ Ti~ tls. Paragraph titles are inserted only as ~ matter of convenience and tar reference, and in no way
define, lir~it ar describe the scope or extent of any provision of this Agreement
18.1 everabili . In the event that any covenant, condition or provision of this Agreement is held to be
invalid by any court of cor~petent jurisdiction, the invalidity of such covenant, condition, or provision shall not
materially prejudice either CITY or AIRLINE in their respective rights and obligations contained in the valid
covenants, conditions ar provisions of this Agreement.
1 S,1 l Amendments. This Agreement constitutes the entire agreement between the porkies. Except as
provided in sections 4.01 and 8.g3, no amendment, modification or alteration of the terms of this Agreement shall
be binding unless the same be in writing, dated subsequent to the date hereof, end duly executed by the parties
hereta.
18.18 Most Favored Nations, CITY covenants and agrees not to enter into any agreement with any Air
Transportation ornpanywhich ~i} makes substantial[ysimilaruse ofthe Airport, ~ii~ operates substantially similar
aircraft, and viii}utilizes substantially similarfacilities to that afAiRLINE,which contains mare favorable terms than
this Agreement, or to grant to any such scheduled Air farrier rights or privileges with respect to the Airport which
are not afforded to AIRLINE hereunder unless substantially the same terms, rights, privileges and facilities are
48
concurrently made available to AIRI,IN~,
~ 8. ~ ether A reements. ether than as set Earth herein, nothing contained in this Agreement shall be
deemed or construed to nullify, restrict yr modify in any manner the provisions of any other Agreer~et~t or contract
between CITY and A1RLiNE authorizing the use of the Airport, its facilities and appurtenances,
~ ~.~~ A royals
A. Uvhenever this Agreement calls far approval by iTY, such approval shell be evidenced by the
written approval of the Director.
~. Any approval required by either party to this Agreement shall not be unreasonably withheld or
delayed.
18.E ~ Notices
~A} Ali notices, demands, requests, or replies provided for or permitted under this Agreement, by either party
rust be in writing end must be delivered by one of the following methods: ~ ~ } by personal delivery; ~~~ by
deposit with the l~nited states Postal service as certified ar registered rr~aii, return receipt requested, postage
prepaid; ~~ 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 rnanner described above will be deemed
effective two ~2}business days after deposit with the United states Postal service. Notice by telegram ar
overnight express delivery service will be deemed effective one ~1 }business day after transn~issian to the
telegraph company or overnight express carrier. Notice by fax transmission will be derrred effective upon
transmission, uvith proof of canf rmed delivery.
~C~ Ail such cor~municatians rr}ust only be made to the
following:
If to the City:
Director of Aviation
City of Corpus Christi
~ aa~ 1 nternationai Drive
Corpus Christi, TIC ?840b
Fax: ~~ 1 } X89-02 ~ 1
If to the Airline;
Name
Address
pity, state, dip
fax:
~9
~~} Either parley may change the address to v~rhich notice i sent by using a method set out above. The
AIRLINE shall notify the CITY of an address change within ten ~~ ~~ business days afker the address is
changed.
~ 8.~~ Agent For ~r_v_ice. It is expressly understood and agreed that if AIRLINE is not a resident of the State
of Texas, or is an association or partnership without a r~ember or partner resident of said state} or i a foreign
corporation not licensed to do business in Texas, then in any such event, AIRLINE shall 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 a provided by the lags of the State of Texas for service upon anon-resident engaging in business in the
State. It is farther expressly agreed, covenanted and stipulated that, if for any reason, such service of process is not
possible, a an alterative method o~ service of process, AIRLINE maybe personally served out of the State of
Texas by the registered mailing of such service at the address set forth in Section ~~.~~,
~ 5.~~ ~oveminq Lauv. This Agreement is to be read and construed in accordance with the lags of the State
ofl'exas. The parties hereto agree that any courtof proper jurisdiction presiding in Nueces bounty, Texas shall be
the forurr~ for any actions brought hereunder.
1 x.24 Force INa'eure. Except as herein provided, 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, Fees and charges hereunder, by reason of strikes, boycotts, labor 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 for which it is not responsible or which are not within its control.
~ ~.~5 Entire Agr~en~. It is understood and agreed that this instrument contains the entire agreement
between the parties hereto, It i furtherunderstood and agreed byA~RLINE and ~iTYthatITYand ITY'sagents
and AIRLINE and AIRLINE'S agents have made no representations or pror~ises with respect to this Agreement or
the making or entry into this Agreement, except as in this Agreement expressly set forth, and that no claim or liability
ar cause for terrnir~ation shall be asserted by either party, and neither party shall be liable by reason af, the breach
of any representations orpromises not expressly stated in this Agreement. Any other written or verbal agreement is
expressly waived by AIR~.INE and CITY.
~N 1NIT~IES 1NHEREOF, the parties have executed this Agreement as of the, day and year first above written.
ATTEST; CITY of oRPU CHRIST
50
~~~~
Printed Name: Y'YhGi,(~t~{ 0
CCTV of coRf~us el+Risn
~~,~~~
City ~nager
Title: ~%~- c.~~-C~I',Q~ Lt- Printed Name: ~ ~ . ~ (~-/
APPROVED AS TO LEGAL FARM THIS DAY OF ~ , 20pg:
~Un ~ r _ ~ ~ t ~ A 11
A it pity Attorney ~
~~r i ttorney
Painted Nape: ~
Gate: ~
ATl"ET:
Printed carne: ~ ~,~' ~'~
Title: ~ ~
,,.
~..~,
~~t~:
N~o1JTI N~iVT~ Ai QUnf~S
AIL,INE
Printed Name: _~4ldQY1 SrlAnnon ,~
Titfe:~ v1c~ ~RE6 NT ~ ~~~ ~~~s Es-r~~rE ~
[ORlOML4~ $g~.R,~~
Date: ~ u~~ ~? 2~D
~ caurra~~ ~ ~f oq
~ ~~
s~cREr Y~ ~~
~1
~xw~~a~~A
~~~~~~ l~oul~~A~i~
All ~xhlbr'~ t~ ~e r~plac~~ by a separate do~umen#
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~~
E~i~i~IT ~
AiRLIN~' ~.~lE~ ~R~i~il~
C~~N~I~TA~ ~~
The Lea~e~. premises, i~clr~d~ ~~c~u~rve ~Jse, Frefere~~al Lase, aid ~auat Use ~re~, for the AYRL~ a
~escr~he~ b~~a~:
~`i~. ~~C ~9Z7.~~ q~~re feet ofticket ou,~ter, o~~ aad baggage ~neu~ space for the ~c~usi~e
use v~fthe Arline
Fig. ~ ~.~~ ~~are feet of operatial s~ce fay Exclusive Use of the rli~e
~~g. 4~i~ 1~G.~D ~uare feet ~~passenger hold roan space fa~c preferential `use of tie .Airline.
dig. Cb ~~Z.~3 square feet of space fax baggage drop ar~d baggage cla.i~a far ,Tort ~Jse
of Airline.
Fig. ~7 X14.1 ware feet ~f space for bagg~~e services cf~cc for exclusive Use ofthe Airline
Fig. ~~ ~pran position~~s} far Preferential Use of the Airline
~~
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FIGURE C2 ~
E~QNII~ ~ ATO~JtiRFA
CARPU3 CHRIBTf
INTERNATIUNAL AIE~PORT
20E17 AtRL[l~E LEASE 11GR~F.MEIY'i'
I~ ~l Iri~1M~~ ~~'r'~R~il~'1'H~
A~ ~ E~iL~ ~ ~'~ 9~~11
~E~~~~
~ ~~~ ~~ ~~
G~1"~u~i~ ~F ~H ~~T~RIDR~~11., L3~,
~N ~FI~ A~NC~ ~ ~I~ER~R1~Al~.'1H
~~f C~TEA~N~ ~ ~~
~D~'~ 1~ ~I~CH ~~ NI+~i.L ~,
...........................
~~ ~~~~ ~
f;~~ ~~~
a i a~ ~~ ~~ r a ~a
i
~#~fr
~~
Corpus Christi International Airport
~~Rf~
Continental Airlines Operations Area
CONTINENTAL ~P AREA
~~5.9~ F
FIGURE C3
LEASED SPACE
CONTINENTAL OPS AREA
CORPUS CHRISTI
ihlTERNATIONAL AIRPORT
~~09 AIRLINE LEASE AGREEMENT
NOTE, ALL MEASUREMENTS TO QETERMINE THE
AREA 01= EXCLUSIVE SPACE LEASED SHALL
~~ FROM THE INTERIOR OF THE ETERNAL
1NAI.LS AND FROM THE CENTERLINE TO
CENTERLINE OF EACH INTERIOR VIIALL , OR,
IN THE ABSENCE OF INTERIOR UVALLS, THE
PAINT OF SAID CENTERLINE 1NOULD BE
LOCATED IF SUCH INTERIOR 1NALL EXISTED.
KEY MAP
oaran~rarT~.
CITIOf
CdRPUSCNBISII
INIERNATION/L AIBPaRl
~QYlATIdNDEPl.
1/li/r/
~w~v, sr: 9EN_VASQ~1~~
-4PPR~11fD ~1r: ROY
~r~, 3--2009
AROJ. # Z0~9JIIRLIH~LElI~E
Corpus Christi Inte-eafionalAi-port
DWIV, BY 8EN VASQ~IFZ
I ~lI~~F APPJ40YED 8Y~ ROr
CO1~~~IS ~~II~~ST! ~r~: ,~-~aos
~I~Tf~~lAf{OIYAL AlRPORf Pia. ~oo~~r~uu~.f.~s~
AY~A~~~ D~Pr
~~ ~~.la~ r.1ra-Ham
I KEY MAP
CONTINENTAL
CONTINENTAL AIRLINE
HOLDROOM TOTAL 1896 SF
FIGURE ~4
LEAEa PACE
CONTINENTAL H4LDR~~M
CCRPU CHRISTI
I NTERNATIONAL AI RP~RT
~~~~ AIRLINE LEASE AGREEMENT
NOTE. ALL MEASUREMENTS TO DETERMINE T~iE
AREA OF E?(CLUSIVE SPACE LEASEI] SHALL
f~E f~ROM THE INTERIOR OF THE f~XTERNAL
WALLS AND FROM THE CENTERLINE TO
~EIVTERLINE OF EACH fNTERIOR UUALL , OR,
IN THE ABSENCE OF INTERIOR INA~~S, THE
POIIV~` Of~ SAID CENTERLINE 1~IfOULD f3E
LOCATED IF SUCH INTERIOR WALL EXISTED.
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Carpus Chrlstilnternatia~al Airport
~~f
~1llt !"' I N
FIC,URE C7
LE'NASEDr SPgAqCE
C05~RVECE OFFIC Sp`G~
i
CORPUS CHRISTI
ItVT~fiNATIdNAL AIRPORT
2008 AIRLINE LL~ASE AGFtE~MENT
8AG6AGESfBVlCE OFFICES
eso TaT,~ 214.155E
NOTE: ALL MEASUREMENTS 74 U~ERM~NE THE
AREA OF ~XCL4~SNE SPACE L~ASEQ SHALL
SE FRAM ~FH E INTEf~fiOR ~F THE ~Tf RNAL
1NAL~. ANQ ~R0~1 TI-i~ CENTERLINE T4
CENTEI~I.iNE ~F EACH INT~#~~~R WALL. , ~R,
~~ T~If ~ss~~~~ OF 1~TERIVU~L~s, `fME
~OIAIr QF SAIU CENTERLINE 1N~U~,D ~~
LCCA7EC ~F SUCH INTERIOR WAIL EXISTED.
KEY MAP
coNn~ru
cmof
CORP~IS CHRISTI
IMTERlYAlIdNAI AIRPORT
AY/AflONDEPT.
~~/
. sr B~N~,VA~QUfI
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E~~Il~IT E
MNTH~Y TATITIAL REPORT
MONTEi and YEAR AIRLINE AFFILIATE AIRLINE
Fassen~er Tr,ff~,~
A~EG~R~ AIRLINE AFFILIATE
Number of Enplaned
Passengers
Number of Enplaned Rear.
Passengers
Number of Enplaned Non-
Re~. Passengers
Number o~ Deplaned
Passengers
Number of Deplaned Rear.
Passengers
Dumber of Deplaned Non-
Re~r, Passengers
Landi~~ ~~~-
ircraft Type
Airline
or
Affiliate
Number of
Landings
for the
Month dross
Landing
height per
Airoraft
Type
Total
seats
A~rai~able
for Month
Total
U~eight per
Aircraft
Type
Total seats Available
Landing Rate
Total Due for Landing Fees
Cargo
Total Freight Total bail
Enplaned Deplaned Enplaned Deplaned
LOAD FACTOR for the Month: Signature of Company official
5
EXHIBIT F
TERMINAL EQUIPMENT
The foilowing i ~ list of Terminai equipment that may ~ in the AIRLENE's Leased Premises and is oned by
the CITY and is for the use of the Aarfine;
Paser~ge~ Loading Bridges
Potabie Vl~a#er Units for Loading Bridges
Passenger Lift
UFi~
P~ System
Podiums
~~
1I7~~~~ ~R#~
AIRPORT ~PEI~ATING FUND 4610 REgUIR~~IIlEN'r
FY 10
Total CAM Capital
AIRPORT` DIVISION Budget Fxpendi#ures outlay
Airfield 45~,45fi 44~,~7~ ~~,185
Facilities 334,7 334,75 a
Custodial I`Ilair~~enance 534,E 534,Ba5 a
Paring Lot 4D5,4~4 397,4 B,2a0
Bu~ld~ng il~eint t,8fi3,3~4 t,~fi3,324 q
Public l~t~ I,~
~,W
~
~ ~,til l~~
V{
J
{~I ~1J,
Ope ~ LI~ ~~ /
~
/y/
~
1~lV ~1 ~LV *
}
~
~ V V,k/L4/ ~ ~ V M V
TOTAL Dot ~&ld 5,~3T~T5~ 5,5T~,8~5 ~4,a85
Adrnir~istratlon . ~,DtU,43~ ~,o~a,430 a
~ra~~~ Trans#ers:
City Administration 341,534
Qther InterFuna Cl~arges 18,87
358,488
TOTAL Indirect D~I~ t,~BB,B~e
r..~.ww.a
ToT oa~M I~~~uI~~I~~NT ~r~~~w
~,a,s
~ s,,7a~
operating Deserve Fund -Coverage Refit. ~5,58D~
Debt Service - ~#her 423,20fi
i]ebt Service - ~ fonds ~ 5~9,15~
+Flri+w 4+~ir~~~~~~~ ~w~w~w~~r+r
TOTAL FUND 469 R~QUIREM~NTS ~ ?,903,388 ~ T,84~,483
Aviation Capital Reserve Fund Transfer ~~ 51,958
TOTAL BUDC~T FOR FUND AB1Q ~ T,781,41~
Nei _Dilosure Dnl~
AFC ~~~ Fund 461
~e~t sarvic - ~~aa Bonds Se~e~ ~ ~ ~ ~ ~,a~s,ala
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D~~E~T ~T CE~IT~R
Terrnin~~ security
Ai~ie~d
TBn~~na~
Pa~k~ng
~the~
T~tai
Source Exhibit
E~CHIBiT C-~
GIST ~h~~~R ~~.L~ATIDN
~Y ~0
~inect fnd~rect debt
~&M ~~~! service
22$,44? ~5,~08 -
~,804,32~ 49,98 5~,3~
~tJ~~~B ~~~l~~~ ~ 1 ~V~~
138,758 ~ 7'9,64 149,74fi
4~5, 783 98, 5 ~ ~ 2, 52 ~
~~~~~~~ ~ ~l~~~ I ~4~
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Final
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E!(HiBiT Y~~~~r~
BOND PUNNED ASSN
FY X010
Bond-funded ProJec~s Air~eid Tern~inal Parking Other TOTAL
Fire Suppression System 3,028 3,026
i~NV, TIIIII, Aprons X4,730 1,134
OIO, Security, Bag Claim 74,368 14,368
Rentai Car Lo# 77,702 11,142
Landscaping 26,855 28,855
Commercial Ramp 12fi,697 126,691
Main Puking Lot 597,248 591,248
damp Space 1 i 5,348 115,34$
Terrninai Bui~ing improvements 829,586 829,586
TIVV and RIVI~ 13131 244,093 244,093
SeCUrrty Fencing S 269
1 8,269
Airport il~aster Plan 11,000 11,00 f 1,000 11,575 44,515
O,A. Apron 206,523 2Q6,523
RIVIf 115 19,454
19,454
Airport Fr~ergy Conservation 5,440 5,440
Concourse and Holdroom 5B5,D52 565,052
Ticket Vying Expansion 1,263,025
1,263,025
Landscaping Study 39,78T 39,787
Terminal Air Conditioning 18,885 1 g,865
Graphics 1 i 3,5Q4
113,500
Terminal RoofIHVAC 1,036,205 1,Q36,205
RNV 17135 229,G83
229,683
TOTAL FY19$1~$T 85,9ZB 3,91$,x81 808,248 480,81G 5,889,571
CFR Vei~ir~e 47,893
41,893
Signage and Larrdscapir~g 22,271 22,27'7
Airport Entrar~oe Sign 52,632 52,632
TOTAL FY19$8 47,893 D 4 5,831 100,525
Reoonstn~ct Fire Eqpt. 17,209 11,205
ARFi= Vehicle 28,116 28,115
Parking Lot 97',540 97,540
Runway 17-35 142,460 142,460
T1VwI Rehab €ar RSV 13131 117,667 111,fi67
Sigriage 2nd Landscaping 301,752 3p1,152
TOTAL FY18$9 305,452 0 9x,54~D 3D1,762 744,744
Master Pion 10,098 ~ 4,098
Land Aoquisitian 125,954 125,954
TOTAL FY199i 0 0 D 135,081 13~i,D51
Terminal interior 34,916 34,916
Teminai F~cpans~an 1,325,416 1,325,41fi
Terminal AIC for Concourse 39,405 39,005
Tower MVAG 1,684 1,G84
Terminal Concourse ~ Holdroom 391,914 391,914
Seruice Center RoafIHVACICanopy 913,612 913,612
TIV~ ~! & Comrneraal Apron 293,192 293,192
TOTAL, ~If1991 293,"t92 1,745,547 Q 0 1,999,739
Taxiway Rehab 13-31 233,336 233,336
Taxiway J Lamm Apron 33,291 33,297
TOTAL F1f1993 186,833 D 4 4 2B6,B33
~f~1~044 12:01 FM Fu~a1
~[#t1RIT G•2.2,1
8OHD FUNQED ASS~'I~
FY 208
Bond~unded Projects A1r0e1d Terminal Parking Q#her TOTAL
i'arkinglReverrueControI Sys#em 17,714 17,114
Barking l.ot Improvements 19,881 19,681
FencinglAc~ess Control gg 48fi ,
.A. Apron ext. Fillet Vllidening 15fi,151 15fi,151
Gen Avn ApronlTaxiwvay ~~ 179,924 179,924
BoilerlCooler Tower Replacement 27,176 27,11fi
TOTAL ~Y1894 27,17$ ~~,~~~ 336,D7v 50x,112
Terminal Ren~Yatl4n-Roof 1fi1,419 1G1,419
A1F f~rainage Imp., eck,rity Perimeter Rd. 164,70Q 164,7D0
ToT~L ~~ 164,700 161,419 a a 326,119
BcilerlCooler Tower Replacement ~~ D98 ~~,
Termioe! Relocate Aldine ~ 1fi8,~B5 ~ 188,185
Terminal Elec Rml~oor Repl S,fi46 8,646
TOTAL 1=Y1997 0 ~a~,sa~ o 0 2a~,~o~
I~mergency Generator 181,252 - - 181,252
Electrical ImprovementslS~reeperlLift 19 1697 - 1,89T
, rt
TOTAL FY1998 7,897 181,252 ~ ~ 188,949
Terminal space stay Plan - 58,618 _ 58,&1S
^
TOTAL FY2a01 - 58,618 ~ - 88,618
ARFF Vetrir~e 59,871 58,811
Vllest Apron Improvements 15 65fi 1,65G
Parking and Roadway Improvements 15,340 18,43D 31,770
Terminal tmprovements - 2,502,745 - - 2,502,145
TOTAL FY20a2 75,527 2,ra2,745 15348 16,430 2,810,042
Terminal Improvements - 2,756,322 - - 2,75B,322
Parking and Roadway tmprvvements ~ 3,181,159 1,986,983 5,174,142
TOTAL ~Y2003 ~ 2,758,322 3,187,1 '1,988,9$3 7,930,464
Terminal improvements - 2,790,515 - - 2,790,51a
Parking and Roadway Improvements _ - 420,275 541,349 981,624
T~rAL ~r2oo4 - ~,7~o,s7s 420,275 541,349 ~,~~~,~~~
Terminallmpr~ovemants - 9x5,923
~~~, ~~~
Parking and Roadway Improvements w - 1,242,519 {21,281} 1,221,238
TOTAL FY2a85 - 985,923 't,?42,519 ~21,281~ 2,177,181
Terminal Improvements 328,829 328,829
Parking ar~d Roadway Improv~emen#s G9,6fi4 292,522 382,188
TOTAL ~Y2046 ~ 328,829 89,684 292,BZ2 691,015
Terminal Jmprovernents 228,x77 228,011
Parking and Roadway Improvements 21,D92 159,228 180,320
ToT-~L ~r2oo7 Fs#lmate - 228,x77 21,092 ~ ~$, 4oa,3~7
~OI~D~FUNDED PROJECT FY1961-2x03 1,914,488 16,817,573 5,899,232 4,282,657 28,713,846
~ Djstributlon 6.796 58.69 19.896 14.99'66 10o,a9~
?fT~Ofl4 12:01 PM Fmel
~[H18~T ~~~~
A~.L~ATI~N ~F DEBT ~RV~~
FY 1D
ALLOA~`I~N ~F ANNUAL
°~b of a#r~but~~n
~f ~~nd-funded
~~ by
osf tenter
Amuur~# ~f
Deb er~rice
T4~5~
or ~~NT~~
~~~ra
Te~n~n~l
Parking
ether
s.~~~~
8.°l0
19.$~l0
14.9°I~
o,~a
44,878
149, ~4B
11 ~,~~
--_--
Tata~ '10~.~°~ T54,4
~u~ce Fxhi~it _~,~,1
71712009 ~ x:57 AM
Fi~~
f~fBfT ~
Rates and Cf-arges
Hato Terminal Bent
„TE~,~AL RE~~,14L~;~,l_TE~,,,~ s
FY ~~D9-~0~~ fo,
Ciess 1 spaces AT~lHoldroor~ $8p,~p
Class ~ space-operations Area X45.00
Gass 3 space--arg~ Faality $3?.1
Class 4 space-Fer~cedl0per~ Area $~ ~.p
T~RII~ ~ N S ua
FY 2D1 D-~011 ~o t
Class 1 spaces- AT~1F#vldroom 5D,62
Class ~ spa~pera~ons Area X45.57
Gass ~ space-Caro Faality X37.98
Class 4 space-Fenceafl0pen Area ~ ~.BB
TAR E TAL RATS r re
FY ~011~~~12
Gass 1 space- AT~fHoldronr~ $51.38
Class ~ space*-~pera8ons Area $4fi,~5
Class 3 space*-Cac Facilit~r $8.55
Class 4 space~Fenc~per~ Area $1.85
~~ ~ TAL T~ r s
FY ~a1~-2013
Class ~ space-- ATOIHoidroorn ~.~~
Class ~ space-Operetlons Area $48.94
Class 3 space-Cargo Faali~ X39.12
Class ~ space"-Fencedl~pen Are2~ ~ 3.04
~'ER~IAL RENT/IL RATS (ner snua~
FY 2013-2014 fob],
Class 1 space- ATOMoldroom $52.94
Class 2space--Operations Area $7.55
Class 3 space-Cameo Faality $39.71
Class 4 space-Fenoed/Open Area $73.24
Common Use ha s
~~i~
square footage
~~-10 Rate
G,~O square feet
x.40 per square fact
Terminal security casts ~~00,'l~D
*To fie recoved by ~D~8~ Joint Use forn~ufa Based on enplaned passengers
~7
Landin Fee
X009-'i ~
Airfield costs ~,~q~,3~'!
Less; Airi~eld credit ~~,~,4?5
Net Allowable Costs 81,848
Landing Area a Tg°~6 817,~g~
Projected landed waeig~t 484,~~9
~4D8-~ 0 Landing Fee ~~ .~
Ski natarv Aron, Charlie
2Q09-10 Apron Charge per Pre#erential Position ~56~955
#Based on five gates
Per Turn Charoe
X008-~ 0 Per Turn charge
~~
*Annual minimum annual guarantee #or AiRLIN~ operating under this Agreement and directly leasing
exclusive Use, Preferential Use, of Joint Use space is equal the fixed twenty percent ~~~ Joint Use
fixed charge paid by each Signatory Airline.
~gD9-~g10 Annum Minimum: $39,451
~9-~~ Sienatvrv Gate Use Fee
X09- g Federal ins tion Services Fee Fls
$18838
$x,51 per passenger
~8
EJCMi~lT ~
DA~CUI.ATi~N ~~ NET REVENUE Di~TRi~UTfQN AND
APiTA~ RESERVE Ap~RpPRMATi~N
~ ~~
aurce Exhibit -1-1 Revenues
Account Des~ri on Amount
Varga Facility Rental ~ 9 4a4
~gricu~tural leases ~1,a0
Rent - commercial nan-avia#ian 79,~a~
~411'pal't ~~dgil'~g Fees 1 ~ aka
r
T~1 ~uildaut Fee ~
Parking lat ~ 96 X75
a
avered marking Premium ~a4 44a
Parking ernes-Airport 90D
Rent~a~ar parking 43,80
Rent~a~;ar security Fee ~ p aa0
ground transportatian 117 ~Oa
ether revenue 1,~0~
interest on investments 70:Oaa
ail and gas leases 1a,6aa
iii and gas leases 12 a
Transfer ~+arr~ stores Fund a
Ail Finance charges 0
TOTAL, Aviation ~epa~tment Revenues ~ 1,~3~,4~9
less Parking and ether Requirements {1,~88,4~}
Net Revenue Distribution to;
Aviation capital Reserve Fund ~~ ~~,g~
7~7124D9 ~~:20 PM F~t~a~