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Home My WebLink AboutC2009-313 - 7/21/2009 - ApprovedAirline Use and Lease Agreement For Corpus Christi International Airport BY AND BETWEEN THE CITY aF CARPUS CHRISTI AND AMERICAN EAGLE AIRLINES, INC. AUGUST 1, 2049 Z009w313 Urd. OZSZ39 07/21/09 American Eagle Airlines INDEXED TABLE 4F CONTENTS Art, icle Title P~ 1. DEFINITIONS 2 2. EFFECTIVE DATE 8 2.01 Effective Date 8 2.02 Cancellation of Prior Agreements 8 3. TERM 8 4. PREMISES 8 4.01 AIRLINE's Leased Premises 8 4.02 Employee Parking 9 4.03 Federal Inspection Services 9 5. USE, OPERATION AND MAINTENANCE OF THE AIRPORT AND RELATED FACILITIES 9 5.01 AIRLINE Rights and Privileges 9 5.02 Exclusions and Reservations 12 5.03 CITY's Operation and Maintenance Obligations 16 5.04 AIRLINE's Operation and Maintenance Obligations 17 5.05 Designation of Operation and Maintenance Responsibilities 18 6, CAPITAL IMPROVEMENTS 19 6.01 General 19 6.02 Grants-In-Aid 19 1. RENTALS, FEES, AND CHARGES 19 7.01 Landing Fees 20 7.02 Terminal Rentals 20 7.03 Apron Fees 20 1,04 Joint Use Charges 20 1.05 Other Fees and Charges 21 1.06 Payments 22 1.07 Information to be Supplied by AIRLINE 23 1.08 Security for Payment 24 1.09 Passenger Facility Charge 25 1.10 Capitalized Interest on Bonds 26 1.11 Continuation of Rent 26 1.12 No Further Charges 26 Article T., itle Pa~C e 1.13 Charges for Service 2l 8. CHANGES IN RATES FOR RENTALS, FEES, AND CHARGES 2l 8.01 Annual Rate Changes 2l 8.02 Other Rate Changes 28 8.03 Incorporation of Exhibit "G" 28 5.04 Settlement 28 8.05 CITY Covenants 29 9. AIRLINE IMPROVEMENTS 29 9.01 AIRLINE Improvements 29 10. DAMAGE OR DESTRUCTION 31 10.01 Partial Damage 31 10.02 Substantial Damage 31 10.03 Destruction 31 10.04 Damage Caused by AIRLINE 32 10.05 CITY's Responsibilities 32 11. INDEMNIFICATION AND INSURANCE 32 11.01 Indemnification 32 11.02 Insurance 33 11.03 Waiver of Subrogation 34 12. CANCELLATION BY CITY 35 12.01 Events of Default 35 12.02 Continuing Respansibili#ies of AIRLINE 36 12.03 CITY's Remedies 36 13.CANCELLATION BY AIRLINE 3l 13.09 Events of Default 37 13.02 AIRLINE's Remedy 38 14. SURRENDER OF AIRLINE PREMISES 39 14.01 Surrender and Delivery 39 14.02 Removal of Property 39 14.03 Holding Over 39 15. ASSIGNMENT AND SUBLETTING AGREEMENTS 39 15.01 Assignment and Subletting by AIRLINE 39 16.AVAILABILITY OFADEQUATE FACILITIES 41 Art.,. ~c[e Title Page 16.09 Declaration of Intent 41 16.02 Accommodation of Requesting Airlines 41 17. GOVERNMENT INCLUSION 42 11.01 Government Agreements 42 17,02 Federal Government's Emergency Clause 43 11,03 Nondiscrimination 43 17.04 Security 44 18. GENERAL PROVISIONS 44 18,D1 Subordination to Master Bond Ordinance 44 18.02 Non-waiver 45 18.03 Rights Non-Exclusive 45 18.04 Quiet Enjoyment 45 18.45 Performance 46 1$.06 Aviation Rights 46 18.01 Rules and Regulations 46 18.OS Inspection 45 18.09 No Individual Liability 47 18.10 Relationship of Parties 47 18.11 Capaci#y to Execute 47 15.12 Savings 47 18.13 Successors and Assigns Bound 47 15,14 Incorporation of Exhibits 47 18.15 Titles 4l 18,16 Severability 4l 18.17 Amendments 47 18.18 Most Favored Nations 48 18.19 Other Agreements 48 18.20 Approvals 48 18.21 Notices 48 18,22 Agent for Service 49 18.23 Governing Law 49 18.24 Force Majeure 49 18.25 Entire Agreement 49 LIST OF EXHIBITS Exhibit Title P...~ A Airport Boundaries B AIRLINE'S Leased Premises C Terminal Layout D Designation of Responsibilities far operation and Maintenance E Monthly Statistical Report F Terminal Equipment C Rates and Charges Model THiS AGREEMENT is made and entered into this day of 2009, by and between the City of Corpus Christi, a municipal corporation and political subdivision of the State of Texas, hereinafter referred to as "CITY," and AMERICAN EAGLE AIRLINES, INC, a corporation organized and existing under the laws of the State of a ~ ~ ~ and authorized to do business in the State of ~--~~ ,hereinafter referred to as "AIRLINE," WITNESSETH: WHEREAS, CITY is the owner of the Corpus Christi international Airport, located in Corpus Christi, Texas, hereinafter referred to as the "Airport"; WHEREAS, CITY is responsible for the operation, maintenance and improvement of the Airport; WHEREAS, CITY has the right to lease and license the use of property and facilities on the Airport and has full power and authority to enter into this Agreement in respect thereof; and WHEREAS, AIRLINE is a corporation primarily engaged in the business of scheduled transportation by air of persons, property, mail andlor cargo; and WHEREAS, AIRLINE desires to obtain certain rights, services and privileges in connection with the use of the Airport and its facilities, and CITY is willing to grant and lease the same to A#RLINE upon the terms and conditions hereinafter stated; and WHEREAS, the in#ent of the parties hereto is to enter into an agreement which will more definitively specify the rights and obligations of the parties with respect to the operation of the Airport by CITY and the use and occupancy of Airport by AIRLINE, and this Agreemen# is responsive to and in accordance with that intent; NUW, THEREFaRE, for and in consideration of the mutual covenants and agreements herein contained, CITY and AIRLINE do hereby mutually undertake, promise and agree, each for itself and its sut~essors and assns, as follows: ARTICLE ~ : DEFINITIONS The following words, terms and phrases wherever used in this Agreement shall for the purposes of this Agreement have the following meanings: Affiliated 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 cancel the designation of an Affiliate Airline with thirty ~30~ days written notice and will no longer be responsible forthe anyfuture obligations of that airline beyond the termination date. A reement sha11 mean this Airline Use and Lease Agreement between CITY and AIRLINE, as the same may be amended or supplemented from time to time pursuant to the terms hereof. Air Trans ortation Com an shall mean a company engaged in the business afscheduled ornon-scheduled commercial transportation by air of persons, property, mail, andlor cargo. Air Trans ortation Business shall mean that business operated by AIRLINE at the Airport for the commercial transportation by air of persons, property, mail andlor cargo. Aircraft Parkin A ron shall mean those parts of the Ramp Area immediately adjacent to the Terminal, as desi Hated b the CITY, that are used for the parking of aircraft and support vehicles, and the loading and 9 Y unloading of aircraft as shown on Exhibit C. Airfield shall mean the Landing Area and Ramp Area, AIRLINE shall mean the Scheduled Air Carrier executing this Agreement, Airport shall mean the Corpus Christi International Airport owned and operated by the CITY, the boundaries of which are more particularly shown on Exhibit "A,n attached hereto, including ail real property and easements, improvements and appurtenances thereto, structures, buildings, fixtures, machinery, equipment, vehicles, supplies and other tangible personal property, or interest in any of the foregoing, now or hereafter leased or acquired by CITY, less any thereof which may be consumed, sold or otherwise disposed of. Ai ortlAirline Affairs Committee ~AAAC~ shall mean collectively the authorized representatives of each Signatory Airline which shall meet or conduct conference calls from time to time with representatives ofthe Airport to receive information and provide input from the Signatory Airlines with regard to the planning, 2 development, operation and financing of the Airport. Air ort Fund shall mean the Airport Operating Fund 4510 for the deposit of all Revenues and payment of all 0&M Expenses and any capital expenditures allocated to this fund that are not fully or partially funded Federally, by the State of Texas, or locally.. Airport Requirement means, for any Fiscal Year, the CITY's estimate of the following: ~1 }Direct and indirect Operating and Maintenance Expenses; ~~}Debt Service including coverage requirements but excluding Debt Service paid by other funds; ~3}those net amounts funded through the Airport Discretionary Fund amortized over a projected useful life; ~4}those amounts required to be deposited during the Fiscal Year to any fund created pursuant to the terms of the Master Bond Ordinance; ~~}the net amount of any judgment or settlement arising out of or as a result of the ownership, operation, or maintenance of the Airport or any CITY-owned or 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 or as a result of any claim, action, proceeding or suit alleging a taking of property oran 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 Airportfor the landing and taking off of aircraft; and ~5}any and all other sums, amounts, charges, or requirements of CITY related to the Airport to be recovered, charged, set aside, expensed, or accounted for during such Fiscal Year under CITY's accounting system or this Agreement; provided, however, that the Airport Requirement shall not include any amounts included in ~1 } through ~5} chargeable to a special facility, as a direct charge as a result of the terms of this Agreement, or a tenant improvement. Annual Capital Outlay, means the Net Capital Cost of an improvement constructed or asset purchased or acquired from the CITY's Airport Discretionary Fund and designated by CITY as an Annual Capital Outlay for any Fiscal Year. Airport Discretionary Fund shall mean a reserve fund held by the CITY for the payment of Annual Capital Outlays, Capital Improvements for the Airport, or, at the Airport Director's sole discretion, terminal cost center shortfalls in the Airport Requirement. Aviation System shall mean all real property and easements, including improvements thereto, structures, buildings, fixtures, and other tangible personal property which are located on the Airport as of the Effective Date of this Agreement or which may be hereafter owned ar operated by the CITY for 3 the operation or improvement of the Airport. The expenses and revenues associated with the development and operation of those properties or assets that are constructed on the Airport will not be included in the calculation of Airline rates and charges. BIDS shall mean Baggage Information Display System. Bonds shall mean any bonds or other financing instrument or obligation of the CITY, issued for the purposes of improving the Aviation System. Capital Improvement shall mean the Net Capital Cost to acquire, purchase or construct a single capital item or project from the CITY's Aviation Discretionary Reserve Fund for the purposes} of improving, maintaining, or developing the Aviation System including expenses for development, study, analysis, review or planning efforts wi#h a cost more than $1 Do,ooo. Cargo Area shall mean those areas of the Airport, as designated by the CITY, that are used primarily for commercial air cargo. Cost Centers shall mean those areas or functional activities of the Aviation System asset forth in Exhibit "G" attached hereto, grouped together for the purposes of accounting for Revenues, direct and indirect fl&M Expenses, and Capital Charges. Debt Service shall mean that portion of the Principal and Interest due on debt obligations created by the Master Bond Grdinance No. 64163 and all other Airport debt obligations. De artment of Homeland Securi shall mean the department, or its successor, as established by the United States Federal Goverment to establish and administer transportation security requirements at the Airport. Deplaned Passenger shall mean any passenger disembarking from an Air Transportation Company aircraft at the Terminal. Dir~ shall mean the Director of the Department of Aviation and shall include such person or persons as may from time to time be authorized in writing by CITY or by the Director or applicable law to act for the Director with respect to any or all matters pertaining to this Agreement. En laved Passers er shall mean any passenger boarding an Air Transportation Company aircraft at the Terminal, including any such passenger that previously disembarked from any other aircraft of the same or a different Air Transportation Company or from the same aircraft, then operating under a different flight number. Exclusive Use Premises shall mean those areas assigned exclusively to AIRLINE for its use, as shown on Exhibit "B", attached hereto. FAA shall mean the Federal Aviation Administration, or its authorized successor~s~. Fiscal Year shall mean the annual accounting period of CITY for its genera! accounting purposes which, at the time of entering into this Agreement, is the period of twelve consecutive months, beginning with thefrst day of August of any year. Joint Use Premises shall mean the baggage claim area, and associated baggage make-up space as shown on Exhibit B, attached, hereto, which ail Airlines use and share in the cost for usage. Joint Use Char es Formula means that formula used to calculate the rates and charges far each category of Joint Use Premises which prorates twenty percent X24°/0} of the cost or expense of Joint Use Premises equally among all Airlines and their designated Affiliates, and eighty percent DSO°/o} of the cost or expense among such Airlines based on each Airline's, including designated Affiliated Airlines, proportionate share of enplanements. Landin_g Area shall mean those portions of the Airport provided for the landing, taking off and taxiing of aircraft, including without limitation, 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 Premises, Preferential Use Premises, and Joint Use Premises as shown on Exhibit "B"attached hereto. Maximum Gross Landed Wei ht shall mean the maximum certificated gross landing weight, as stated in AIRLiNE's flight operations manual, at which each category of aircraft operated at the Airport by AIRLINE is certif Gated by the FAA. MUFIDS shall mean Multi-User Flight Information Display System. 5 Net Capital__Cost means the aggregate cost of any Annual Capital Outlay or Capital Improvement less amounts used from the proceeds of: ~i}Grants-in-Aid;~ii} PFCs; viii} Bonds arothersimilarfinancing vehicles for which the Debt Service will not be paid from Rentals, Fees, and Charges; or Div} Bonds for which the Debt Service is to be paid for by PFCs. Non-Signatory Ai~_ dine shall mean any Air Transportation Company providing service at the Airport that has not signed this Agreement or a substantially similar agreement. Ope_~ t n_; Reserve Fund shall mean Airport Operating Reserve Fund 4612 for the deposit of funds necessary to satisfy the Operating Reserve Requirement pursuant to the Master Bond Ordinance No. 424163 which shall mean for the current Fiscal Year, ane-sixth X116} of the estimated total 0&M Expenses for the current Fiscal Year as set forth in the current annual budget. Operation and Maintenance Expenses sometimes abbreviated as "O&M Expenses"} means, for any Fiscal Year, the costs incurred by the CITY in operating and maintaining the Airport during such Fiscal Year, either directly ar indirectly, whether similar ordissimilar, which under generally accepted accounting principles, are properly chargeable as expenses to the Airport, including expenses allocated to the Airport by CITY in accordance with practices and procedures of the CITY in accordance with the adopted budget, as may be revised by the CITY, and taxes payable by CITY which may be lawfully imposed upon the Airport by entities other than the CITY. Peruse Char a shall mean the commensurate facilityuse charge in lieu ofExclusive Space remand Joint Use charges assessed to Airline for the use of the baggage make up, Joint Use hoidroom and associated apron, and baggage claim. Airlines who sign this Agreement may designate a per Use Charge alternative in the Premises section of Exhibit "G"for 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 accordance with the terms outlined in Article 1. Preferential Use Premises shall mean those portions of the Terminal and Ramp Area assigned to AIRLINE, as shown an Exhibits "B"and "C", attached hereto, to which AIRLINE shall have priority aver all other users, subject to the provisions of Article 16. Ramp Area shall mean the aircraft parking and maneuvering areas adjacent to the Terminal, and shall 6 include within its boundaries all Aircraft Parking Aprons and ground service equipment storage and staging as shown on Exhibit "C". Rentals, Fees, and Charges means the Rentals, Fees, and Charges payable by AIRLINE pursuant to Article 1. Revenue Landin shall mean any aircraft landing by AIRLINE at the Airport for which AIRLINE makes a charge or for which revenue is derived for the transportation by air of persons, property or mail, but Revenue Landings shall not include any landing of an aircraft which, after having #aken 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, ar any other reason of emergency or 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 or operation of the Aviation System or any part thereof, or the leasing ar use thereof but specif ca[ly excluding; ~a} non- operating income for receipts}from the sale of assets or insurance claims, ~b}federal, state orlocalgrants- in-aid or 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 airtransportation services over specified routes to and from the Airport and holding the necessary authority from the appropriate Federal or state agencies to provide such transportation. SiQnatorY,Ai~ shall mean an Air Transportation Company that executed.this Agreement, or a substantially similar agreement. The Signatory Airline executing the Agreement will be responsible for al! payments due to Airport for its designated Affiliated Airlines. Term shall mean the period of time during which AIRLINE activities at the Airport shall be governed by this Agreement, except as otherwise set forth herein. Said Term shall begin an the Effective Date and, except as otherwise set forth herein, terminate on the date set forth in Article 3 or as otherwise provided herein. Terminal shall mean the airline passenger terminal building owned and operated by CITY at the Airport, as shown on Exhibit "C~, attached hereto. 7 Additional words and phrases used in this Agreement but not defined herein shall have their usual and customary meaning. ARTICLE 2: EFFECTIVE DATE 2.01 Effective Date. The Effective Date of this Agreement is August 1, 2009. 2.02 Cancellation of Prior A regiments. ~n the Effective Date, al! existing Airport Use and Lease Agreements between AIRLINE and CITY shall terminate. ARTICLE 3: TERM This Agreement shall begin on the Effective Date set forth in Article 2 and shall terminate at midnight on July 31, 2014 subject to earlier termination as herein provided. ARTICLE 4: PREMISES 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 shown on a revised Exhibit "B"} as set forth in Exhibit "C". B. Except as provided in 4.01.0 below, any changes to AIRLINE'S Exclusive Use Premises, made after approval and submission of "as-built" drawings, shall be evidenced by an amendment to this Agreement pursuant to Section 18.1 ?. C. In the event that changes to Exhibit "B"are made 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. 8 D. Included in AIRLINE's Leased Premises is Termina[ Equipment as set forth in Exhibit "F" attached hereto and made a part hereof. Terminal Equipment owned 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. 4.02 Employee Parkin. CITY will make available areas} at the Airport, in reasonable proximity to the terminal building, vehicular parking for personnel of AIRLINE employed at the Terminal, in conjunction with other Airport employees; provided, however, such areas}shall not be used for the storage of vehicles or trailers. The CITY reserves the right to establish and charge a reasonable parking fee for all Employee Parking. 4.03 Federal Inspection Services Areas. CITY may designate areas in the Terminal, or elsewhere on the Airport, to be used by agencies of the United States Government for the inspection of passengers and their baggage, and for the exercise of the responsibilities of said agencies with respect to the movement of persons and property to and from the United States. Such areas shall not be considered a part of the AIRLINE's Leased Premises. CITY reserves the right to establish a fee for use of the areas by AIRLINE. ARTICLE 5: USE, OPERATION AND MAINTENANCE 4F THE AIRPORT AND RELATED FACILITIES 5.01 AIRLINE Ri hts and Privile es. Subject to the terms of this Agreement, AIRLINE shall have the right to conduct A[RLINE's Air Transportation Business at the Airport and to perform the following operations and functions as are reasonably necessary to the conduct of such business at the Airport: A. The landing, taking off, flying over, taxiing, towing, and conditioning of AIRLINE's aircraft and, in areas designated by CITY, the extended parking, servicing, loading or unloading, storage or maintenance of AIRLINE's aircraft and support equipment subject to Paragraphs 5.01 F., 5.01G., and 5.02 C., to the availability of space, and to such reasonable charges and regulations as CITY may establish; provided, however, AIRLINE shall not permit the use of the Airfield by any aircraft operated or controlled by AIRLINE 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 performed subsequent to the then-current ALP, including the then-current Airport Certification Manual. B. The sale of airtransportation tickets and services, the processing of passengers and theirbaggage for air travel, and the sale, handling, and providing of mail, freight and express services. 9 C. The training of personae! in the employ of or to be employed by AIRLINE and the testing of aircraft and other equipment being utilized at the Airport in the operation of AIRLINE's Air Transportation Business; provided, however, said training and testing shall be incidental to the use of the Airport in the operation by AIRLINE of its Air Transportation Business and shall not unreasonably hamper or interfere with the use of the Airport and its facilities by others entitled to the use of same. The CITY reserves the right to restrict or prohibit such training and testing operations as it deems interferes with the use of the Airport. D. The sale, disposition orexchange of AIRLINE'S aircraft, engines, accessories, gasoline, oil, grease, lubricants, fuel or other similar equipment or supplies; provided, however, AIRLINE shall not sell aviation fuels or propellants except ~i~ tv such Air Transportation Company which is a successor company to AIRLINE, 4ii} an Air Transportation Company which is a wholly owned subsidiary or designated Affiliated Airline of AIRLINE or 4iii} when a comparable grade and type of fuel desired by others is not available at the Airport except from AIRLINE. AIRLINE may not sell, dispose of or exchange new or used gasoline, oil, greases, lubricants, fuel or other propellants unless disposed of in a manner meeting all local, state, and federal regulations for those products requiring disposal due to routine maintenance. E. The purchase at the Airport or elsewhere, of fuels, lubricants and any other supplies and services, from any person or company, shall be subject to Paragraph 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 discriminatory limitations or restrictions shall be imposed by CITY that interfere with such purchases; provided, however, nothing herein shall be construed to pem~itAIRLINE to store aviation fuels at the Airport. The granting of the right to store aviation fuels shall be subject to the execution of a separate agreement 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 Preferential Use Premises gates and Aircraft Parking Aprons or such other [ocations as may be designated by the Director. G. The loading and unloading of persons, property, cargo, and mail by motor vehicles or other means of conveyance approved by CITY on the Preferential Use Premises Aircraft Parking Aprons or such other locations as may be designated by the Director and in compliance with the CITY's approved Airport 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 Carvers orthraugh a nominee, 10 of porterlskycap services and security services forthe convenience of the public and passengers as allowed by 49 CFR Part 1544, 1. The installation and maintenance, at AIRLINE's sole cost and expense, of identifying signs in AIRLINE' s Exclusive Use, Preferential Use Premises, and Joint Use Premises shall be subject to the prior written approval of the Director, however all signage in place and previously approved by the Director as of the Effective Date, is hereby deemed approved. The general type and design of such signs shall be harmonious and in keeping with the pattern and decor of the Terminal areas. Nothing herein shall be deemed to prohibit AIRLINE's installation of identifying signs on the walls behind ticket counters and ticket lift counters in hold rooms as designated by the Director, J. The installation, maintenance and operation, at no cost tv CITY, of such radio communication, computer, meteorological and aeria[ navigation equipment and facilities on AIRLINE' s Exclusive Use Premises as may be necessary for the operation of its Air Transportation Business; provided, however, that the location of such equipment and facilities, method of installation and type of equipment shall be subject to the prior written approval of the Director, which shall not be unreasonably withheld. CITY shall have the rightto charge a reasonable fee, surcharge, or rental charge forany [ovation outside ofAIRL1NE's Exclusive Use or Preferential Use Premises. CITY may disapprove or require modification, removal, or relocation of such equipment if it interferes with other communication, meteorological, or aerial navigation systems operated by CITY, other tenants, or governmental agencies. Upon abandonment or removal of any such system, AIRLINE shall restore the Premises to its anginal condition, normal wear and tear excepted. K. Such rights of way as may reasonably be required by AIRLINE for communications, computer equipment, telephone, interphone, conveyor systems and power and other transmission lines in areas not exclusively leased by AIRLINE, subject to the availability of space andlor ground areas as reasonably determined by the Director. All communication cables are to be installed in accordance with applicable building codes. Communication cable and internal electrical wires are the responsibility of the AIRLINE from the demarcation point and electrical wiring is the responsibility of the AIRLINE from the metered source. L. AIRLINE shall provide electronic flight a~ival and departure information through CITY-installed and maintained MUFID and BID systems or by any other method to which AIRLINE and CITY agree. M, AIRLINE shall have the right to use, in common with others so authorized, the public address system serving the Terminal Building. AIRLINE shall not install, cause to be installed, or use any other public address system at the Terminal Building without the prior approval of CITY. The CITY reserves the right to 11 establish a charge for the use of such system. N. The installation of personal property, including furniture, furnishings, supplies, machinery, equipment, and electronic ticketing machines in AIRLINE's Exclusive Use Premises and Preferential Use Premises as AIRLIN E may deem necessary or prudent for the operation of its Air Transportation Business. Title to such personal property shall remain with AIRLINE, subject to the provisions of this Agreement. 0. Ingress to and egress from the Airport and AIRLINE's Leased Premises for AIRLINE's offcers, employees, agents and invitees, passengers, suppliers of materials, furnishers of services, aircraft, equipment, vehicles, machinery and other property. Such right shall be subject to 49 CFR Part 1542 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, and, iii} access to non-public areas atthe Airport by AIRLINE's employees, suppliers of materials and furnisher of services; provided, however, any such rules and regulations of the CITY shall not unreasonably interfere with the operation of AIRLINE's Air Transportation Business. Further, CITYreservesthe rightto, from timetotime, temporarily or permanently restrict the use of any roadway or other area at the Airport. In the event of such restrictions, and if necessary, CITY shall ensure the availability of a reasonably equivalent means of ingress and egress. CITY will consult with AIRLINE prior to any such closing which would adversely affect AIRLINE's operations at the Airport unless such closing is necessitated by circumstances which pose an immediate threat to the health or safety of persons using the Airport. AIRLINE hereby releases and discharges CITY, its successors and assigns, from any and all claims, demands or causes of action which AIRLINE may have arisen from the fact that such areas have been closed. P. The rights and privileges granted to AIRLINE pursuant to this Article 5 may be exercised on behalf of AIRLINE by other Signatory Airlines, designated Affiliated Airlines, or contractors authorized by CITY to provide such services at the Airport, subject tv the prior written approval of CITY and further subjectto all laws, rules, regulations and fees and charges as may be applicable to the activities undertaken. 5.02 Exclusions and Reservations. A. Nothing in this Article 5 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 or permit the use of any portion of AIRLINE'S Leased Premises for the purpose of selling, offering for sale, dispensing or 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 12 accessible to public and nothing contained herein is intended to or shall be construed to authorize or permit the AIRLINE to conduct any activity or to operate any direct or 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 CITY of concession fees. Any authorized third party handling contract is not considered a concession for the purpose of imposing a concession fee under the terms of this Agreement. B. AIRLINE 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, orathersystems installed or located from time to time at the Airport; and AIRLINE shall not engage in any activity prohibited by any future approved 14 CFR Part 150 program, or existing Noise Abatement Procedures or as such may be amended from time to time. C. As soon as possible after release from proper authorities, AIRLINE shall remove any of its disabled aircraft from the Landing Area and Ramp Area, shall place anysuch disabled aircraftonly in such storage areas as may be designated by the Director, and shall store such disabled aircraft only upon such terms and conditions as may be established by the Director; provided, however, AIRLINE shall be requested to remove such disabled aircraft from AIRLINE' s preferentially leased Aircraft Parking Aprons} only if deemed necessary in accordance with Article 16. In the event AIRLINE shall fail to remove any of its disabled aircraft as expeditiously as possible, the Director may, but shall not be obligated to, cause the removal of such disabled aircraft; provided however, the Director shall give AIRLINE prior notice of its intent to do so and provided further that the Director shall use reasonable efforts to remove such aircraft. AIRLINE shall pay to CITY, upon receipt of invoice, the casts incurred for such removal plus a fifteen percent X15°/0} 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 part thereof, of any policy of insurance forthe Airport, or that shall cause a hazardous condition so as to increase the risks normalcy attendant upon operations permitted by this Agreement. If such AIRLINE act, ar failure to act, shall cause cancellation of any policy, then AIRLINE shall immediately, upon notifcation by CITY, do whatever shall be necessary to cause reinstatement of said insurance. Furthermore, if AiRLiNE shall do or permit to be done any act not permitted under this Agreement, ar fail to do any act required under this Agreement, regardless of whether such act shall constitute a breach of this Agreement, which is the sole cause of an increase in the CITY'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 CITY to do so and after a sixty X50} day period for AIRLINE to l3 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 or substantially diminish the square footage contained in Airline Preferential Use or Joint Use Premises. CITY may also, at its sole option, install 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' s prior consent, which consent shall not unreasonably be withheld or delayed. CITY shall be entitled to all income generated by such telephones and devices and to reasonable access upon Airline Preferential Use and Joint Use Premises to install 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 or devices. F. AIRLINE must comply with, and require its officers and employees and any other persons over whom it has control to comply 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 to, health, safety, environmental concerns, sanitation, and good order, and with such amendments, revisions, or extensions thereof as may from time to time be adopted and promulgated by CITY. AIRLINE will not do or authorize to be done anything, which may interfere with the effectiveness of the drainage and sewage system, water system, communications system, fire protection system, or other part of the utility, electrical or other systems installed or located from time to time at the Airport. G. AIRLINE must coordinate training flights and other nonscheduled flight activities into and out of Airport with the Director. If requested by CITY, AIRLINE must restrict all such activities to certain hours established by the Director so as to not interfere with scheduled flight activities of other Airlines using the Airport. H. AIRLINE must comply with all requirements of the Americans with Disabilities Act ~"ADA"}, as it may be amended, including without limitation paying for the cost of removing all barriers within AIRLINE's Exclusive Use and Preferential Use Premises, necessary to gain access to the AIRLINE's Exclusive Use and Preferential Use Premises. I. AIRLINE shall comply with all Department of Transportation requirements including 14 CFR 38~.23~e}and 49 CFR 21.11, as maybe amended with regard to the chair lift ~"Lift"}used to board 14 AIRLINE passengers with mobility impairment purchased by the Airport and intended to comply with all Department of Transportation requirements including 14 CFR 382.23~e}and 49 CFR 21,11, as maybe amended. AIRLINE'S operation and use of the Lift shall be on a joint use basis with other Airlines serving the Airport to enplane and deplane its passengers with mobility impairments and shall be subject to the fallowing conditions and exceptions: 1 } AIRLINE's aircraft is of a type and design that is compatible with the Lift so 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 responsible far providing a compatible lift at its sole expense. 2} The Lift is available and is in a sound and operational condition. 3} All AIRLINE personnel operating the Lift are required to complete operator training specified by the Lift manufacturer for 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 responsible for the repair andlor replacement of the Lift to the extent of the damage caused by AIRLINE's negligence or inappropriate use of the Lift and the full cast of any such repairs shall be invoiced to AIRLINE and due and payable immediately, plus a fifteen percent X15°/0} administrative charge. . a} It is AIRLINE'S sole responsibility to enplane and deplane its passengers with mobility impairments and shall hold CITY harmless for all activities associated with such the enplanement ar depaanement, and AIRLINE may use Airport's Lift to meet that responsibility. b} It is AIRLINE's obligation 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 or replacement of the Lift shall be the Airport'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 15 properly trained in the use and operation of the devices in a safe manner and that only those trained AIRLINE personnel use and operate the Terminal Equipment. Except to the extent prevented by Texas' Workers' Compensation law, AIRLINE shall indemnify CITY from any and all claims for damages made against CITY due to injury, death, or damage to persons or property resulting from use of Terminal 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 AIRLINE 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 7. L. Any and all rights and privileges not specifically granted to AIRLINE for its use of and operations at the Airport pursuant to this Agreement are hereby reserved for and #o CITY. 5.03 CITY's 0 eration and Maintenance Obli ations. 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 good repair, unless such maintenance, operation or repair shall be AIRLINE' s obligation pursuant to Exhibit "D" B. CITY shall use reasonable efforts to keep the Avia#ion System and its aerial approaches free from ground obstruction for the safe and proper use thereof by AIRLINE. C. CITY shall not be liable to AIRLINE for temporary failure to famish all or anyof such services to be provided in accordance with Exhibit "D"when due to mechanical breakdown or any other cause beyond the reasonable control of CITY. CITY shall use commercially reasonable efforts to i}Ensure the good repair of the Aviation System and the services described in Exhibit "D~; and ii} Eliminate a failure thereof in order to minimize the effect to AIRLINE as soon as possible. D. CITY shall maintain CITY owned passenger loading bridges located on Preferential Use Premises Aircraft Parking Apron ~s}and the MUFIDSIBIDS provided by CITY for AIRLINE's use. 16 E. CITY shall use funds within the Airport Discretionary Fund to pay for local share of Annual Capi#al Outlays and Capital improvements. 5,04 AIRLINE's Operation and Maintenance ~bli_.at~ons, A. AIRLINE shall, at ail times and at its awn expense, preserve and keep AIRLINE's Exclusive Use Premises in an orderly, clean, neat and sanitary condition pursuant to Exhibit "D." B. AIRLINE shall keep at its own expense its Preferential Use Aircraft Parking Aprons} as reasonably free as possible of fuel, oil and debris. AIRLINE agrees to comply with all applicable environmental laws, rules, regulations, orders andlor permits applicable to AIRLlNE's operations on or in the vicinity of the Airport, including but not limited to applicable National Pollutant Discharge Elimination System Permits and all applicable laws relating to the use, storage, generation, treatment, transportation, andlor disposal of hazardous or regulated substances. If AIRLINE determines at any time through any means that any threat of any potential harm to the environment, including but not limited to any release, discharge, spill, ordeposit of any hazardous or regulated substance, has occurred or is occurring which in anyway affects orthreatens to affect the Airport, or the persons, structures, equipment, or other property thereon, AIRLINE must notify immediately byverbal report in person or by telephone, to be promptly confirmed in writing, ~1 }the Director, ~2}the Airport`s Public Safety Off ce, and ~3}Emergency response centers and environmental or regulatory a envies as re uired b law or re elation, and must follow such verbal report with written report as required g q Y 9 bylaw. AIRLINE agrees to cooperate fully with the CITY in promptly responding to, reporting, and remedying any threat of potential harm to the environment, including without limitation any release or threat of release of hazardous or regulated substance into the drainage systems, soils, ground water, waters, or atmosphere, 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 remediation and ail costs associated therewith, for AIRLINE's action or inaction which is directly or indirectly responsible far any failure of theAIRLINE to materially conform to all applicable environmental laws, rules, regulations, orders andlor permits. The rights and obligations set forth in this paragraph survive the termination of this Agreement. C. CITY shall maintain the Heating Ventilation and Air Conditioning system from the supply point which is the point at which the supply enters the AIRLINE'S Exclusive Use and Preferential Use Premises and continuing throughvutthe Airline's Exclusive Use Premises and Preferential Use Premises. AIRLINE must maintain electric loads within the designed capacity of the Airport's elec#ricai system and pnorto any change in the elec#ricai system loads which would exceed its capacity, written consent will be obtained from the Director by the AIRLINE. l7 AIRLINE shall maintain fixtures, equipment, and its Exclusive Use and 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 class not inferior to the original material and workmanship: D. AIRLINE may dispose of routine daily trash in the CITY provided trash compactor without additional charge. However, AIRLINE, at its sole 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 fire extinguishers for all Exclusive Use and Preferential Use Premises in accordance with applicable safety codes. F. AIRLINE will repair, at its cost, or at CITY"s 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 or their respective officers, employees, agents, or business invitees, including without limitation customers. Any repairs made by AIRLINE are subject to inspection and approval by CITY. G. AIRLINE may not erect, maintain or display on the Airport any billboards, banners, advertising, promotions, signs or materials without the prior written approval of Director, AIRLINE must keep its ticket counter free of all printed material except required regulatory signs or conditions of travel and advertising displays and related materials, CITY may remove any unauthorized material or displays, which are placed vn 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 activities; 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 X14}days, prior to the exercise of this right. If such right is exercised, AIRLINE shall pay to CITY, upon receipt of invoice, the cost of such services plus a ffteen percent ~1 ~°/o}administrative charge, 5.05 Desi nation of 4 eration and Maintenance Res onsibilities. Responsibilities for maintenance, cleaning and operation of the Airport shall be as set forth in Exhibit "D~ attached hereto and made a part hereof. 18 ARTICLE fi: CAPITAL IMPRGVEMENTS 6.0~ General A. It is contemplated by the parties that from time to time during the term of this Agreement, the CITY may undertake Capital Improvements to the Airport, subject to the provisions of Article 6. B. In conjunction with submission of its Annual Budget, Director will notify AIRLINE of its proposed Capital Improvements, including a sources and uses of funds plan, for the ensuing Fiscal Year as well as a projection of Capital Improvements anticipated for the remaining Term of this Agreement and CITY's estimates of the affect of such Capital Improvements on the Rentals, Fees, and Charges paid by Airlines collectively. Director further reserves the right to notify AIRLINE at any other time of proposed Capital Improvements subject to AAAC consultation procedures as set forth in this Article 6. C. Except for Capital Improvements required in order to avoid or react to emergency conditions that could disrupt operations at the Airport or projects that are required to conform to Federal, State, or local Taws, rules, or regulations, the Capital Improvement Program proposed by Director is subject to AAAC consultation procedures pursuant to this Article G. CITY agrees to meet collectively with the Signatory Airlineswithin thirty~30~ days after notification toAIRLINE ofsaid Capita[ Improvementtofurtherdiscussthe Capital Improvements. GITY agrees to consider the comments and recommendations 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. CITY will maximize use of grants and non-rate based sources of funds for all eligible components of Terminal capacity expansion projects. 6.02 Grants-ln-Aid CITY will use its best efforts to obtain maximum development of Grants-In-Aid. ARTICLE 7: RENTALS, FEES, AND CHARGES AIRLINE shall pay CITY rentals for use of AIRLINE's Leased Premises, and fees and charges for 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 for the Airfield and, with l9 respect to the Terminal, the Rentals, Fees and Charges payable by Signatory Airlines leasing space in the Terminal shall be calculated as set forth in Exhibit "G". For AIRLINES executing this Agreement and operating on, a Per Use Charge basis, AIRLINE will be assessed with a minimum annual guarantee as outlined in Article 1.5 below and in accordance with the rate identified in Exhibit "G", In addition, AIRLINE will be required to lease, directly from the AIRPGRT, Exclusive Use Premises located in the ticketing area. The square footage required to be leased by AIRLINE will be at the discretion of the Airport Director. For Airlines who have not executed this Agreement or an Agreement substantially similar and have not been designated as an Affiliate Airline, the Non-Signatory Airline shall be required to pay aNon-Signatory premium of one hundred twenty five percent X125°/0} of all applicable rates and charges. Far each Fiscal Year covered by this Agreement, the rates shall be outlined for each year in Exhibit "G" 1.01 Landing Fees.. AIRLINE shall pay to CITY fees for aircraft landings at Airport as set forth in Exhibit "G". Landed weight shall be reported to the City within ten ~ 10}days following the end of the month in which activity occurred. Signatory Airlines' landing fees shall be calculated to include all Maintenance and Gperating Expenses and the net cost ofnon-federally funded or State funded capital costs associated with the Airfield and is determined as the product of the landing fee rate for the period and the Signatory and Non-Signatory total landed weightforthe month. AIRLINE's landed weight for the month shall be determined as the product of the Maximum Gross Landed Weight of each category of landing aircraft of the AIRLINE by the number of Landings of each said aircraft during such month. 1.02 Terminal Rentals AiRLINE's Terminal rentals shall be determined as the sum of ren#als for Exclusive Use and Preferential Use Premises. Rental payment for Exclusive Use and Preferential Use Premises shall be the Terminal rental rate as set forth in Exhibit "G"and the square footage of the corresponding type of space leased by AIRLINE as set forth in Exhibit "B". 1.03 A ron 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 "G~ and allocated tv AIRLINE based on the number of Airline leased apron spaces as indicated by the lease sines shown on Exhibit "C". 1,04 Joint Use Charges. AIRLINE' Joint Use Charges shall be determined as the sum of 1 }the product of _ ~ _~,_ the weighted average terminal rate per square foot and the square footage of the Joint Use Premises leased by AIRLINE as set forth in Exhibit "B" and 2}the Net Terminal Security Cost as shown on Exhibit "G". Passenger activity shall be reported to the City wi#hin ten X10}days following the end of the month in which activity occurred. 20 1.05 Per Use Charge. Per Use Charges shall be calculated as a flat fee paid per turn including an arrival and departure} and will be adjusted annually. The calculation shall be based upon adding the average annual rate per turn for the concourse, inbound baggage, outbound baggage, the average per turn rate paid for exclusive space, plus a 15°/0 overhead fee as is identified in Exhibit "G".For airlines utilizing this Per Use Charge provision, all activity for the month will be reported within ten X14}days following the end of the month. For Airlines}operating under a Per Use Charge basis, a minimum annual guarantee amount will apply. The minimum annual guarantee wilt be an amount equal to the twenty percent X20°/°}fixed use amount charged to each Signatory Airline calculated as part of the Joint Use space charge and the amount due for ticketing space leased by AIRLINE. This amount will be adjusted annually. 1.06 ether Fees and Charges. A. CITY expressly reserves the right to assess and collect the following: ~1 } Charter Flight Fees -AIRLINE must pay fees to the CITY for charter flights operated or handled by AIRLINE as follows: ~i} if the charter flight is handled by AIRLINE with its own or a leased aircraft at AIRLINE's Leased Premises, AIRLINE will pay the Signatory rates and charges; iii} if the charter flight is operated by an aircraft owned by aNon-Signatory third party and is handled at AiRL1NE's Leased Premises, AIRLINE must pay the Non-Signatory rates and charges as outlined in Article l; or viii} if the charter flight is handled by an aircraft owned by aNon-Signatory third party and handled outside AIRLINE's Leased Premises, AIRLINE must pay the applicable Per Use Charge and the Non-Signatory rates and charges, If AIRLINE parks aircraft at aCITY-controlled apron position, AIRLINE must pay an Apron Parking Fee as shown in Exhibit "G". ~2} Reasonable and non-discriminatory fees and charges for services or facilities not enumerated in this Agreement, but provided by CITY and accepted by AIRLINE, including, but not limited to, Federal Inspection Services Area ~"FIS"} fees as set forth in Exhibit "G". ~3} Pro-rata share, based upon enplaned passengers, of any charges farthe provision of any services or facilities which CITY is required to provide by any governmental entity bother than CITY acting within its proprietary capacity} having jurisdiction over the Airport. B. CITY reserves the right to charge AIRLINE or its employees, contractors, or agents a reasonable fee for a security background check and identification badges provided at the Airport. 21 C. AIRLINE shall pay reasonable charges forotherservices orfacilitiesprovided by CITYto AIRLINE. Such services or facilities may include, but are not limited to, special maintenance of AIRLiNE's Leased Premises including janitorial services or equipmentlvehicle storage areas. The fees for these services shall be established by the Director upon request for services by AIRLINE. D. AIRLINE shall pay the required fees for all permits and licenses necessary for the conduct of its Air Transportation Business attheAirport. AIRLINE shall payail electrici#y, gas, and waterand sewerage fees and charges, if separately metered. AIRLINE shall also pay all taxes, assessments, and charges ,which during the Term of this Agreement may become a lien or which may be levied by the State, County, or any other 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, or the improvements thereon, by reason of its occupancy thereof, ar otherwise, as well as taxes, assessments, andlor charges on taxable property, real or personal, owned by AIRLINE in or about said premises. Upon any termination of tenancy, all taxes then levied or a lien on any of said property, or taxable interest therein, shall be paid in full and without pro-ration by AIRLINE forthwith, or as soon as a statement thereof has been issued by the tax collector, if termination occurs during the interval between attachment of the lien and issuance of statement. However, 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 or the amount of such taxes, provided that such failure to pay does not result in any forfeiture. 1.06 Pa ments. A. Payments of one-twelfth X1112} of the total annual rentals for AIRLINE's Exclusive Use Premises, Preferential Use Premises, and Apron Fees shall be due in advance, without demand, on the first day of each month. Said rentals and charges shall be deemed delinquent if payment is not received by the fifteenth (15) calendar day of the month. B. Payment of AIRLINE's Landing Fees shall be due on the last day of each month following the month in which such activity occurs, Said fees shall be deemed delinquent if payment is not received on the date due. C. Payment for Joint Use Charges shall be due on the thirtieth last day of each month based on the previous month's enplanement data. Said fees shall be deemed delinquent if payment is not received on the date due. 22 D Payment for Per Use Charges shall be due on the thirtieth [ast day of each month based on the previous month's activity da#a. Said fees shall be deemed delinquent if payment is not received on the date due. E. Payment for all other fees and charges due hereunder, shall be due as of the date of the CITY's invoice. Said fees and charges shall be deemed delinquent if payment is not received within thirty X30}days of the date of such invoice. F. CITY shall provide written notice of any and all 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 7.Ol.C., herein; provided, however, interest at the lower of one and one-half percent ~1 '/~ °/o}per month, or the highest rate allowable by applicable state law, shall accrue against any and all delinquent payments}from the date due until the date payments are received by CITY. This provision shall not preclude CITY from canceling this Agreement for default in the payment of rentals, fees or charges, as provided for in Section 1 z.01 B herein, or from exercising any other rights contained herein or provided bylaw. C. In the event AIRLINE fails to submit its monthly activity report as required in Section 1.07, CITY shall estimate the Rentals, Fees and Charges based upon the higher of one hundredtwenty-five percent X125°/0} of the previous month's activity ar 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 activity and invoice AIRLINE for same. AIRLINE shat! be liable for any defciencies in payments based on estimates made under this provision; payment fvr said deficiencies shall be deemed due as of the date such rental was due and payable. If such estimate results in an overpayment by AIRLINE, CITY shall apply such overpayment as a credit against any outstanding invoices or subsequent amounts due for such Rentals, Fees and Charges from AIRLINE; provided, however, AIRLINE shall not be entitled to any credit for interest vn payments of such estimated amounts. H. In the event AIRLINE's obligations with respect to AIRLINE's Leased Premises or rights, licenses, services or privileges granted hereunder shall commence orterminate on any date otherthan the first or last day of the month, AIRLINE's Rentals, Fees and Charges shalt be prorated on the basis of the number of days such premises, facilities, rights, licenses, services, or privileges were enjoyed during that month, 1. Ali payments due and payable hereunder shall be paid in lawful money of the United States of America, without set off, by check made payable to the Corpus Christi International Airport and delivered to: 23 Corpus Christi International Airport Accounts Receivable Department 1000 International Drive Corpus Christi, TX.18406 1.07 Information to be Supplied by AIRLINE. A. Not later than ten X10}days after the end of each month, AIRLINE shall file with Airport written report in the format as set forth in Exhibit "C" for activity conducted by AIRLINE and its designated Affiliate Airlines}during said month, and for activity handled by AIRLINE for other Air Transportation Companies not having an agreement with CITY providing for its own submission of activity data to CITY. B. CITY shall have the right to rely on 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 or inaccurate activity reports shall be subject to interest charges as set forth in Paragraph 7,06.E. C. AIRLINE shall at all times maintain and keep books, ledgers, accounts or other records, wherein are accurately kept ail entries reflecting the activity statistics to be reported pursuant to Paragraph l.Ol.A. Such records shall be retained by AIRLINE far a period of three ~3}years subsequent to the activities reported therein, or such other retention period as set forth in 14 CFR Part 249, and made available at Corpus Christi, Texas for audit andlor examination by CITY or its duly authorized representative during all normal business hours. AIRLINE shall produce such books and records at Corpus Christi, Texas within thirty~30} calendar days of written notice to do so or pay all reasonable expenses, including but not limited to transportation, food and lodging, necessary for an auditor selected by CITY to audit said books and retards at a place selected by AIRLINE. D. The cost of audit, with the exception of the aforementioned expenses, shall be borne by CITY as an ~&M Expense; provided, however, the total costof said auditshall be borne byAIRLINE if eitherorboth of the following conditions exist: (1) The audit reveals an underpayment of more than five percent (5%) of Rentals, Fees and Charges due hereunder, as determined by said audit; andlor ~2} AIRLINE has failed to maintain true and complete books, records, accounts, and supportive source 24 documents in accordance with Paragraph l.Ol.C. 1.08 Se„ curit~ f Payment A. Unless Signatory Airline has provided regularly scheduled flights to and from the Airport during the twelve 41 ~} 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 12.01 of this Agreement, 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 or other similar security acceptable to CITY ~"Contract Security'} in an amount equal to the estimate of three 43}months' Rentals, Fees 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 Contract Security in effect until the expiration of twelve 412} consecutive months during which period AIRLINE commits no event enumerated in Section 12.01 of this Agreement. Such Contract Security shall be in a farm and with a company reasonably acceptable to CITY, In the event that any such Contract Securityshall be fora period less than the full period required by this Paragraph 1.08.A or if Contract Security shall be canceled, AIRLINE shall provide a renewal or replacement Contract Security far the remaining required period at least sixty 460} days prior to the date of such expiration or cancellation. B. Notwithstanding the above Paragraph 1.08.A, CITY shall have the right to waive such Contract Security requirements for a Signatory Airline which has not provided regularly scheduled flights to and from the Airport during the twelve 412} months prior to 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 46}other airports with activity levels and characteristics similar to Airport during the most recent twelve 412} month period, without committing any material default under the terms of the respective lease and use agreements at each of the six 46}facilities, and without any history of untimely payments for rentals, fees and charges. The burden shall be on AIRLINE to demonstrate to CITY its compliance with these requirements by providing written documentation from six 46}other airports selected by Airport. C, If AIRLINE is delinquent in any debt due to the CITY for a period greater than ninety 490} days andlor continuously delinquent far a period of six 46}months, CITY shall impose or re-impose the requirements of Paragraph 7.08.A an AIRLINE. D. Upon the occurrence of any AIRLINE act or omission that is an event enumerated in Section 12.01, orupon election to assume this Agreement under Federal Bankruptcy Rules and Regulations and Federal 25 Judgeship Act of 1990, as such may be amended, supplemented, or replaced, CITY, by written notice to AIRLINE given at any time within ninety X90} days of the date such event becomes known to CITY, may impose or reimpose the requirements of Paragraph 7.08.A on AIRLINE. In such event, AIRLINE shall provide CITY with the required Contract Security within ten X10}days from its receipt of such written notice and shalt thereafter main#ain such Contract Security in effect until the expiration of a period of eighteen X18} consecutive months during which AIRLINE commits no additional event enumerated in Section 12.01. E. If AIRLINE shall fail to obtain andlor keep in force such Contract Security required hereunder, such failure shall be grounds for immediate cancellation of this Agreement pursuant to Section 12.01. CITY' s rights under this Section 7.08 shall be in addition to all other rights and remedies provided to CITY under this Agreement. 7.09 Passenger Facility Charge. A. AIRLINE acknowledges that CITY shall have the right to assess Airline passengers a Passenger Facility Charge ~"PFC}for the use of the AIRPnRT in accordance with 49 U.S.C. §40117 and the rules and regulations there under X14 CFR Part 158, herein the "PFC Regulations"} and as otherwise hereinafter authorized or permitted. AIRLINE shall collect on behalf of and remit to CITY any such charges in accordance with the requirements of the PFC Regulations, including but not limited to holding any charges collected by the AIRLINE, pending remittance to CITY, intrust for the beneft of CITY. CITY shall have the right to use all such PFC revenue collected in any lawful manner. B. AIRLINE and CITY shall be bound by and shall observe all of the provisions of the PFC Regulations as they apply to either or both parties. C. !f AIRLINE fails to remit PFC revenue to CITY within the time limits established by the PFC Regulations ono later than the last day of the following calendar month},AIRLINE shall be deemed to be in default pursuant to Section 12.01. Any late payment of PFC's shall be subject to interest computed in accordance with Section 7,06. 7.10 Ca italized Interest on Bonds. Bonds issued by the CITY will provide for the capitalization of interest, by project, during the construction period for each respective project; and the CITY intends for Debt Service on Bonds to be capitalized until Substantial Completion of projects financed, in part, from the proceeds of Bonds. Provided, however, that in the event any Debt Service applicable for Bonds shall became payable from Revenues prior to Substantial Completion of projects, the Debt Service will be allocated to Cost 26 Centers in the same manner as the related project costs (net of any PFC funding) are allocated to Cost Centers. 7.11 Continuation of Rent .Signatory Airlines that cease service at the Airport prior to the end of the term of the Agreement as provided for in Section 13.41 will continue to payrenton Exclusive and Preferential Use Premises and twenty percent of the Joint Use Charge until the end of the Term of the Agreement. 7.12 No Further Char es. Except as provided in this Agreement, no further Rentals, Fees or Charges shall be charged by the CITY to AIRLINE, for the use of AIRLINE's Leased Premises and other facilities, and the rights, licenses, and privileges granted to AIRLINE in Article 5 of this Agreement. The foregoing provision shall not be construed to prohibit the GITY from imposing fees and charges for the use of specif ed equipment, facilities, or additional services at the Airport or from imposing fines, penalties, or assessments for the enforcement of the CITY's rules and regulations, 1.13 Char es For Services. The provisions contained in Section 1.12 shall not preclude the CITY from seeking reimbursement from AIRLINE, Signatory Airlines, designated Affliated Airlines, and Non- SignatoryAirlines for the cost of services provided to AIRLINE, Signatory Airlines, designated Affiliated Airlines, and Non-Signatory Airlines in compliance with any federal law or rule or regulations which is enacted or amended subsequent to the execution of this Agreement, orfor any services orfacilities provided subsequent to the execution date of this Agreement, the cost of which is not currently included in the estimated requirement used to calculate Rentals, Fees and Charges under this Agreement. ARTICLE S: CHANGES IN RATES FOR RENTALS, FEES, ANa CHARGES 8.41 Annual Rate Chan es. A. No later than sixty ~64~ days prior to the end of each Fiscal Year, CITY shall notify AIRLINE of the proposed Landing Fee and Charges for the ensuing Fiscal Year. Said Landing Fee shall be based upon budgeted Revenues, a&M Expenses, Annual Capital outlay, 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 "G". Rental rates will be set according to the rates included in Exhibit "G". The allocation of oil and gas lease revenues ~"4&G Revenues"~ iden#ified in Exhibit "G-1.1" shall apply through the Term of this Agreement; however, to the extent that the 0&G Revenues exceed one 27 million dollars x$1,000,000} in any Fiscal Year, the 0&G Revenues allocation will be modified in excess of that amount such that fifty percent X50°/0} of the 0&G Revenues will be applied to the Airfield cost center and fifty percent X50°/0}will be allocated to the Aviation Discretionary Fund as identified in Exhibit "G-1.1". The Airline allocation will f rst be applied to offset the Airline Requirement in the Airfield cost center for the then current fiscal year based on the landed weight of all Signatory Airlines. In the event that the amount of 0&G Revenues to be applied to theAirfield costcenterexceeds the Airline Requirement, then anysuch surplus will be applied toward the Airline Requirement associated with the Terminal cost center for the then current fscal year on a square footage basis. In the event that the amount of 0&G Revenues to be applied toward the Airline Requirement associated with the Terminal cost center exceeds the Airline Requirement, then at the end of the Term, an remainin su lus amounts will be credited to the previous fiscal year{s} of this Y 9 ~ Agreement based on pro rata Iota! 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 opera#ing budget through a consultation process. No later than thirty {30} days after the forwarding of a proposed schedule of rates for Landing Fees and Charges, CITY agrees to meet or arrange a conference call with the AAAC at a mutually convenient time for 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 determinative of the proposed rates. CITY agrees to fully consider the comments and recommendations of the Signatory Airlines prior to finalizing its schedule of rates for Rentals, Fees and Charges for the ensuing Fiscal Year. C. 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 for the ensuing Fiscal Year. D, If calculation of the new rates for Landing Fees and Charges is not completed by CITY and the notice provided in Paragraph 8.01 C. is not given on or prior to the end of the then current Fiscal Year, the AIRLINE will by provided written notice that rates for Landing Fees and Charges then in effect shall continue to be paid by AIRLINE until such calculations are concluded and such notice is given. Upon the 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 for the then current Fiscal Year and the Landing Fees and Charges that would have been paid by AIRLINE if said rates had been in effect beginning 2~ on the f rst 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 overpayment or underpayment, and shall be remitted by AIRLINE or credited or refunded by CITY in the month immediately following the calculation of the new Fiscal Year rates or over the remaining months of the then current Fiscal Year as determined by the CITY, 5.02 0#her Rate Chan es. Landing, Fees and Charges may be changed up to once per fiscal year at any other time that unaudited monthly Airport financial data indicates that total Landing Fees and Charges payable pursuant to the then current rate schedules are estimated and anticipated by CITY to vary by more than ten percent 10°/o from the total Landing Fees and Charges that would be payable based upon the use of the projected manth[y ~ } financial data then available for said Fiscal Year. Rates for Landing Fees and Charges may also be changed whenever required by the terms and provisions of the Master Bond Ordinance No. 024163; which is available in the Airport Administration offices for review, provided, however, that Signatory Airlines' total Landing Fees and Charges payable to CITY shall be allocated to AIRLINE in accordance with this Agreement. [n the event of an emergency situation at the Airportwhere action is required due to respond to operational or safety related issues ,the Landing Fees, and Charges maybe changed within thirty X30}days, after consultation with the AAAC. 8.03 Inco oration of Exhibit "G" . Adjustments to Landing Fees and Charges, pursuant to this Agreement, shall a ply without the necessity of formal amendment of this Agreement. Upon each adjustment pursuant to this p Article 8, a revised Exhibit "G"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. 5.04 Settlement. Upon the earlier of ti}one hundred twenty ~1 ZO}days following the close of each Fiscal Year, or iii} as soon as audited financial data for said Fiscal Year is available, rates for Landing Fees and Charges for the preceding Fisca[ Year shall be recalculated using audited financial data and the methods set forth in Exhibit "G."Upon the determination of any differences}between the actual Landing Fees and Charges paid by Signatory Airlines during the preceding Fisca[ Year and the Landing Fees and Charges that would have been paid by Si Hato Airlines using said recalculated rates, CITY shall, in the event of overpayment, promptly credit to AIRLINE 9 ry of the amount of such overpayment within thirty X30} days of determination and such credit will be applied against an outstanding invoices at the time of issuance and in the event of under payment such amount shall be due Y within thirty X30}days of the invoice date, 8.45 CITY Covenants. A, CITY covenants that for purposes of assigning and allocating costs, it shall utilize generally accepted 29 accounting practices utilized for airports operating as an enterprise fund, include only those charges ro erly attributable to the Aviation System, and adhere to the requirements of the FAA's Policy Regarding pp the Establishment of Airport Rates and Charges. B. CITY shall operate the Aviation System in a manner so as to produce Revenues from concessionaires, tenants and other users of the Aviation System of a nature and amount which would be reduced by a reasonably prudent operator of an airport of substantially similar size, use and activity, p with due regard for the interests of the public. C. CITY shall use ail Revenues of the Aviation System exclusively for the construction, maintenance, operation, development, financing and management of the Aviation System. ARTICLE 9~ AIRLINE IMPR~VEl1~ENTS 9.01 AIRLINE Improvements. A. In accordance with Paragraph 5.01 N., AIRLINE may construct and install, at AIRLINE's sole ex ense, improvements in its Exclusive Use and Preferential Use Premises as AIRLINE deems to be p 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 orabatement of Rentals, Fees and Charges shall be allowed for any interference with AIRLINE'S operations by such construction. B. Priorto the commencement ofany improvements greaterthan $10,000, the CITYshallhave the right to require that AIRLINE shall obtain, or cause to be obtained, a contract surety bond in a sum equal to the full amount of any construction contract awarded by AIRLINE for the improvements. Said contract security band shall name the CITYas an obligee thereunderandshall be drawn in a form and from such company acce table to CITY; shall guarantee the faithful performance of necessary construction and completion of p im rovements in accordance with approved final plans and detailed specifications; and, sha11 protect CITY P a ainst any losses and liability, damages, expenses, claims and judgments caused byorresulting from any 9 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 AIRLINE as principal, in a sum a ual to the full amount of the construction contract awarded by AIRLINE for the improvements. Said q bond shall name the CITY as an obligee there under and shall guarantee payment of all wages for labor and 30 services en a ed, and of all bills for materials, supplies and equipment used in the performance of said 99 construction contract. Any work associated with such construction or installation shall not unreasonably interfere with the operation of the Airport, or otherwise unreasonably interfere with the permitted activities of other Terminal tenants and users, Upon completion of approved constructian,and within sixty X60} days of AIRLlNE's receipt of a certificate of occupancy, a complete set of "as built" drawings shall be delivered to the Director for the permanent record of CITY. C. AIRLINE shall furnish or require contractors to furnish satisfactory evidence of statutory worker's tom ensation insurance, comprehensive general liabilityinsurance, comprehensiveautomobileinsurance P and h sisal damage insurance, on a builder's risk form with the interest of CITY endorsed thereon, in such pY amounts and in such manner as CITY may reasonably require. CITY may require additional insurance far an alterations or improvements approved hereunder, in such limits as CITY reasonablydetermines to be Y necessary. D. An construction or installation shall be at the sole risk of AIRLINE and shall be in accordance with Y all a livable state and Iota! codes and laws and subject to inspection by the Director and all other pP applicable inspectors. E. All im rovements made to Airline's Exclusive Use and Preferential Use Premises and additions and P alterations thereto made by AIRLINE, except those financed by CITY, shall be and remain the property of AIRLINE until expiration of the Term of this Agreement. Upon termination ar cancellation of this Agreement, said additions and alterations shall become the property of CITY; provided, however, that any trade fixtures, si ns, a ui ment, and other moveable personal property of AIRLINE not permanently affxed to Airline's 9 qp Exclusive Use or Preferential Use Premises shall remain the property of AIRLINE, subject to the terms of Article 14. ARTICLE 10; DAMAGE 4R DESTRUCTION 10.01 Partial Dama e. If any part of AIRLINE's Leased Premises, or adjacent facilities directly and substantial) affectin the use of AIRLINE's Leased Premises, shall be partially damaged by fire or other casualty, Y 9 but said circumstances do not render AIRLINE's Leased Premises untenable as reasonably determined by CITY, the same shall be re aired to usable condition with due diligence by CITY as hereinafter provided and limited. No p abatement of rentals shall accrue to AIRLINE so long as AiRLINE's Leased Premises remain tenantable. 31 10.02 Substantial Dama e. if any part of AiRLINE's Leased Premises, or adjacent facilities directly and substantial! affecting the use of AIRLINE's Leased Premises, shall be so extensively damaged by fire or other Y casual as to render any portion of said AIRLINE'S Leased Premises untenable but capable of being repaired, as reasonabl determined by CITY, the same shall be repaired to usable condition with due diligence by CITY as Y hereinafter rovided and limited. In such case, the rentals payable hereunder with respect to AIRLINE's affected p AIRLINE Leased Premises shall be paid up to the time of such damage and shall thereafter be abated equitably in ro onion as the part of the area rendered untenable bears to total AIRLINE Leased Premises until such time as pP such affected AIRLINE Leased Premises shall be restored adequately for use. CITY shall use reasonable efforts to rovide AIRLINE with comparable alternate facilities to continue its operation while repairs are being completed, at p a rental rate not to exceed that provided for in this Agreement for comparable space. 10.03 Destruction. A. If any part of AiRLINE's Leased Premises, or adjacent facilities directly and substantially affecting the use of AIRLINE'S Leased Premises, shall be damaged by fre or other casualty, and is so extensively dams ed as to render any portion of said AIRLINE Leased Premises incapable of being repaired within 9 nine 90 days, as reasonably determined by CITY, CITY shall notify AIRLINE of its decision whether to ty ~ } reconstruct or replace said space; provided, however, CITY shall be under no obligation to replace or reconstruct such premises. The rentals payable hereunder with respect to affected AIRLINE Leased Premises shall be paid up to the time of such damage and thereafter shall abate until such time as replacement or reconstructed space becomes available for use by AIRLINE. If this occurs, Airline may terminate the letting of the AIRLINE's Leased Premises, effective as of the date of written notice to the CITY. B. In the event GITY elects to reconstruct or replace affected AIRLINE Leased Premises, CITY shall rovide AIRLINE with comparable alternate facilities to continue its operation while reconstruction or p re lacement is being completed at a rental rate not to exceed that provided for in this Agreement for p comparable space. C. In the event CITY elects to not reconstruct or replace affected AIRLINE Leased Premises, CITY shall meet and consult with AIRLINE on ways and means to permanently provide AIRLINE with adequate re lacement space for affected AIRLINE Leased Premises. In such event, CITY agrees to amend this p A regiment to reflect related additions and deletions to AIRLINE's Leased Premises. AIRLINE is not bound 9 to acce t the replacement space and may terminate this Agreement, as described in section 10.03 ~A~ as p above. 32 ~ 0.04 Dama a Caused B AIRLINE. Notwithstanding the provisions of this Article 10, in the event that due to the ne li ence ar willful act or omission of AIRLINE, its employees, its agents, or licensees, AIRLINE's Leased g9 Premises shall be dams ed or destroyed by fire, other casualty or otherwise, there shall be no abatement of rent g durin the re air or re lacement of said AIRLINE Leased Premises. To the extent that the costs of repairs shall 9 p p exceed the amount of an insurance proceeds payable to CITY by reason of such damage or destruction, AIRLINE Y shall pay the amount of such additional costs to CITY. 10.05 CITY's Res onsibilities. CITY shall maintain adequate levels of insurance ;provided, however, that CITY's obli ations to re air, reconstruc#, orreplace affected premises underthe provisions of thisArticle 1o shall in 9 p an event be limited to restorin affected AIRLINE Leased Premises to substantiallythe same condition thatexisted Y g at the date of dama a or destruction, including any subsequent improvements made by CITY, and shall further be 9 limited to the extent of insurance proceeds and other funds available to CITY far such repair, reconstruction, or re lacement; rovided further that CITY shall in no way be responsible for the restoration or replacement of any p p e ui ment fumishin s, ro erty, real improvements, signs, orother items installed andlorowned byAIRLINE in q p 9 P P accordance with this A reement, unless AIRLINE proves that damage is caused by negligence orwillful actor 9 omission of CITY, its off cials, agents, or employees acting within the course or scope of their employment, ARTICLE ~ ~ : INDEIVINIFICATIQN AND INSURANCE 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 negligence orwillful misconduct of CITY, its officers, employees, or agents. B. AIRLINE shall indemnify, save, hold harmless, and defend CITY, its 33 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) 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 AIRLINE's Leased Premises or the Airport unless such injury or damage is occasioned by the sole negligence or willful misconduct of CITY, its officers, employees, or agents. C. The provisions of this Section 11.01 shall survive the expiration, termination or early cancellation of this Agreement. 11.02 Insurance. A. Without limiting or expanding AIRLINE's obligation to indemnify CITY, as provided for in Section 11.01, AIRLINE shall procure and maintain in force at all times during the Term of this Agreement occurrence form, comprehensive Airport premises ~iabilityand aviation insurance to protectagainst personal in'u and bodil in'ury liability and property damage liability. The limits for Signatory Airlines operating A try Y ! aircraft lar er than sixty X60} seats shall be in an aggregate amount of not less than $100,000,000 per 9 occurrence, combined single limit; provided, however, coverage for non-passengers shall be not less than an a re ate amount of $25,000,000 per occurrence. The limits for Signatory Airlines operating aircraft with g9 9 sixty X60} seats or less shall be in an aggregate amount of not less than $50,000,000 per occurrence, combined sin le limit. In addition, AIRLINE shall procure and maintain in force during the Term of this 9 A reement, liabili insurance applicable to the ownership, maintenance, use or operation of any g tY automobile, mobile equipment or other ground vehicle at the Airport including owned, non-owned, or hired} in an amount not less than $5,040,000 per occurrence. B. The aforesaid amounts and types of insurance shall be reviewed from time to time by CITY and may be ad'usted b CITY upon prior reasonable notice to AIRLINE if CITY reasonably determines such ! Y ad'ustments are necessary to protect CITY's interests. AIRLINE shall furnish CITY prior to the Effective Date hereof, a certificate or certificates of insurance as evidence that such insurance is in force. CITY reserves the ri ht to require a certifed copy of each certifcate upon request. AIRLINE shall name CITY as 9 34 an additional insured on such insurance policy or policies to the extent of the obligations assumed by AIRLINE under Section 11,01 above. Said policies shall be issued by insurance companies of recognized financial responsibility, and in a form and content reasonablysatisfactoryto CITYand shall provideforthirty 34 da s advance written notice to CITY prior to the cancellation of or any adverse material change in such t } Y olicies. Failure to provide andlor maintain the required insurance coverage as set forth herein shall be p grounds for immediate cancellation of this Agreement. C. AIRLINE shall procure and maintain in force during the Term of this Agreement, Workers' Com ensation coverage in accordance with State Law and Employers Liability in an amount not less than p $1000,400 each accident and each disease through a licensed insurance company. The contract for coverage must be written on a policy and endorsements approved by the Texas Department of Insurance. The workers' com ensation coverage provided must be in an amoun# sufficient to assure that all workers' p compensation obligations incurred by the AIRLINE will be promptly met. 11.03 Waiver of Subro ation. CITY and AIRLINE hereby mutually waive any and all rights of recovery a ainst the other party arising out of damage or destruction of the buildings, AIRLINE'S Leased Premises, or any g other roe from causes included under any property insurance policies to the extent such damage or destruction p P ~Y is covered b the roceeds of such policies and whether or not such damage or destruction shall have been caused v p b the arties, their off cers, employees or agents, but only to the extent that the insurance policies then in force Y p ermit such waiver. All policies of insurance shall contain, to the extent available, this waiver of subrogation p provision and the cost of such provision shall be borne by the primary insured. ARTICLE 1Z: CANCELLATION BY CITY 12,01 Events of Default. The events described below shall be deemed events of default by AIRLINE hereunder A. U on the occurrence of any one of the following events of default, CITY may give thirty X30}day P written notice as provided in Section 12.03. 1 The a ointment of a trustee, custodian, or receiver of all or a substantial portion of AIRLiNE's ~ } pp assets or the subletting of AIRLINE's Leased Premises without City Council authorization except as 35 permitted under Article 15. 2 The divestiture of AIRLINE's estate herein by operation of law, by dissolution, or by liquidation. ~} 3 The AIRLINE shall take the benefit of any present or future insolvency statute, or shall make a ~} eneral assi nment for the benefit of creditors, or shall seek a reorganization or the readjustment of 9 g its indebtedness under any law or statute of the United States ar of any state thereof. 4 The volunta discontinuance for a period of at least sixty X60}consecutive days by AIRLINE of its 4} ry o erations at the Airport unless otherwise approved by CITY in writing, exceptwhen discontinuance p is due to fire, earthquake, strike, governmental action, default of the CITY, or other cause beyond AlRL1NE's control, and if the AIRLINE'S Leased Premises have not been assigned or sublet pursuant to Article 15. 5 The failure to cure a default in the performance of any of the material terms, covenants and ~} conditions re uired herein within thirty X30} days of receipt of written notice by CITY to do so; or ifi by q reason of the nature of such default, the same canno# be remedied within thirty X30}days following recei t b AIRLINE of written demand from CITY to do so, AIRLINE fails to commence the p Y remed in of such default within said thirty X30} days fiollowing such written notice, or having so Y9 commenced, shall flail thereafter to continue as promptly as reasonably practical the curing thereof; rovided however, AIRLINE'S performance under this Paragraph 12.01 shall be subject to the p rovisions of Section 18.24 of this Agreement. AIRLINE shall have the burden of proof to p demonstrate to the CITY'S satisfaction ~i}that the default cannot be cured within thirty X30}days, and ii that it is roceeding with diligence to cure said default, and that such defaultwiii be cured within a ~} P reasonable period of time. B. U on the occurrence of any one of the following events of default, CITY may immediately issue P written notice of default. 1 The failure b AIRLINE to pay any part of the Rentals, Fees and Charges, PFC's or any other sum ~} y due hereunder and the continued failure to pay said amounts in full within ten X10}days of CITY's written notice of a merits past due. Provided, however, if a dispute arises between CITY and pY AIRLINE with res ect to any obligation or alleged obligation of AIRLINE to make payments to CITY, p a rnents under protest by AIRLINE of the amount due shall not waive any of AIRLINE'S rights tv pY contest the validity or amount of such payment. 36 ~2} The failure by AIRLINE to maintain the minimum required insurance coverage as required by Section 11,02, provided that CITY shall have the right to immediately suspend AIRLINE's right to operate at the Airport until AIRLINE has obtained the minimum required insurance coverage. 3 if any act occurs, through the fault of neglect of AIRLINE, which operates to deprive the AIRLINE ~} permanently of the rights, power and privileges necessary for the lawful conduct and operation of its business. 12.02 Continuin Res onsibilities of AIRLINE. Notwithstanding the occurrence of any event of default, AIRLINE shall remain liable to CITY for all Rentals, Fees and Charges payable hereunder and for ail preceding breaches of any covenant of this Agreement. Furthermore, except as otherwise provided far in this Agreement, unless CITY, at its sole discretion, elects to cancel this Agreement, AIRLINE shall remain liable for and promptly a all Rentals, Fees and Charges accruing hereunder until termination of this Agreementas setforth in Ar~cle 3 or pY until this Agreement is canceled by AIRLINE pursuant to Article 13. 12.03 CITY's Remedies. Upon the occurrence of any event enumerated in Section 12.01, the following remedies shall be available to CITY: A. CITY may exercise any remedy provided by law or 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 of cancellation. For events enumerated in Paragraph 12.01 A., such date shall be not less than thirty X30} days from said date of recei t of notice. Upon such date, AIRLINE shall be deemed #o have no further rights hereunder and CITY p shall have the right to take immediate possession of AIRLINE's Premises. C. CITY may reenter the AIRLINE's Leased Premises and may remove all AIRLINE persons and ate of reent s ecifed in CITY's wr7tten notice of reentry to AIRLINE. For property from same upon the d ry p events enumerated in Paragraph 12.01 A. reentry shall be not Tess than thirty X30}days from the date of notice of reentry. D. CITY may relet A[RLINE's Leased Premises and any improvements thereon or any part thereof at such Rentals, Fees and Charges and upon such other terms and conditions as CITY, in its sole discretion, ma deem advisable, with the right to make alterations, repairs of improvements on said AIRLINE's Leased Y 37 Premises. In reletting the AIRLINE's Leased Premises, CITY shall be obligated to make a good faith effort to obtain terms no less favorable to CITYthan those contained herein and otherwise seek to mitigate any damages it may suffer as a result of AIRLINE's event of default. E. In the event that CITY relets AIRLINE's Leased Premises, Rentals, Fees and Charges received by CITY from such reletting shall be applied: ~i} to the payment of any indebtedness other than Rentals, Fees and Char es due hereunderfrom AIRLINE to GITY; iii} to the payment of any cost of such reletting; and viii} 9 to the a ment of Rentals, Fees and Charges due and unpaid hereunder. The residue, if any, shall be held pY b CITY and a plied in payment of future Rentals, Fees and Charges as the same may become due and Y p a able hereunder. If that portion of such Rentals, Fees and Charges received from such reletting and pY a lied to the payment of Rentals, Fees and Charges hereunder is less than the Rentals, Fees and pp Char es payable during applicable periods byAIRLINE hereunder, then AIRLINE shall paysuch deficiency g to CITY. AIRLINE shall also pay to CITY, as soon as ascertained, any costs and expenses incurred by CITY in such reletting not covered by the Rentals, Fees and Charges received from such reletting. F. AIRLINE shall pay to CITY ail other costs, incurred by CITY in the exercise of any remedy in this Article 12, including, but not limited to, reasonable attorney fees, disbursements, court costs, and expert fees. ARTICLE ~3: CANCELLATION BY AIRLINE 13.01 Events of Default. The events described below shall be deemed events of default by CITY hereunder: A. CITY fails to keep, perform or observe any material term, covenant or condition herein contained to be ke t, erfarmed, or observed by CITY and such failure continues for thirty X30}days after receipt of pp written notice from AIRLINE; or, if by its nature such default cannot be cured within such thirty X30}day eriod, CITY shat! not commence to cure or remove such default within said thirty X30}days and to cure or p remove the same as promptly as reasonably practicable; provided, however, CITY' s performance under this Paragraph shall be subject to the provisions of Section 18.24 of this Agreement. B. Airport is closed to flights in general for reasons other than weather, acts of Cod, or other reasons be and CITY's control or to the flights of AIRLINE, for reasons other than those circumstances within Y AIRLINE' s control, and Airport fails tv be reopened to such flights within sixty X60}consecutive days from 3~ such closure. C. The Airport is permanently closed as an air carrier airport by act of any Federal, state, or loco! overnment agency having competent jurisdiction; or AIRLINE is unable to use Airport for a period of at 9 least ninety X90} consecutive days due to any law or any order, rule or regulation of any governmental authority having jurisdiction over the operations of the Airport; or any court of competent jurisdiction issues an injunction preventing CITY or AIRLINE from using Airport for airport purposes, for reasons other than those circumstances within its control, and such injunction remains in force for a period of at least ninety (90) consecutive days. D. The United States Government or any authorized agency of the same Eby executive order or otherwise assumes the operation, control or use of the Airport in such a manner as to substantially restrict } AIRLINE from conducting its operations, if such restriction be continued for a period of sixty X60} consecutive days or more. 13.02 AIRLINE's Remed .AIRLINE termination, due to events of default in provisions of Section 13.01, shall not be effective unless and until at least thirty X30} days have elapsed after written notice to CITY s eci ing the date upon which such termination shall take effect and the reason for such termination. CITY may p fY cure the cause of such termination within said X30}day period, or such longer Mme as the parties may agree thereto. In the event, of termination AIRLINE shall surrender the AIRLiNE's Leased Premises in accordance with Article 14 hereof, if the #ermination is due to provisions related to Section 13.01, all Rentals, Fees and Charges payable by AIRLINE shall continue in force until the space is fully vacated. ARTICLE 14: SURRENDER OF AIRLINE PREMISES 14.01 Surrender and Deiive .Upon termination or cancellation of this Agreement, AIRLINE shall promptly and eaceabl surrender to CITY AIRLINE's Leased Premises and all improvements thereon to which CITY is p y entitled in ood and ft condition, reasonable wear and tear excepted; provided, however, nothing in this Section 9 shall be construed to modify the obligations of the parties set forth in [Article 10 and Article 11 ]. 14.02 Removal of Pro a .AIRLINE shall have the right at any time during the Term of this Agreement to remove from the Airport its aircraft, tools, equipment, trade fixtures, and other personal property, title to which shall remain in AIRLINE, unless otherwise set forth in this Agreement, and shall remove such aircraft, tools, equipment, trade fxtures, and other personal property within thirty X30}business days following termination of this Agreement, 39 whether by expiration of time or otherwise, as provided herein, subject to any valid lien which CITY may have thereon for unpaid Rentals, Fees and Charges. AIRLINE shall not abandon any portion of its property at the Airport without the written consent of CITY. Any and all property not removed by AIRLINE within thirty X30}business days following the date of termination of this Agreement shall, atthe option ofCITY, ~i}become the property of CITYat no cost to CITY; iii} be stored by CITY, at no cost to CITY; or viii} be sold at public or private sale at no cost to CITY. All of the AIRLINE's personal property located on the AIRL[NE's Leased Premises is at the nsk of the AIRLINE only, and CITY is not liable for damage to said personal property tv the AIRLINE's Leased Premises, or to the said AIRLINE. Except as may be agreed to otherwise by CITY and AIRLINE, all CITY property damaged by or 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. 14.03 Holding_wer. In the eventA[RLINE continues to occupythe AIRLINE's Leased Premises beyond the term of this Agreement or any extension thereof without CITY's written renewal thereof, such holding aver daes nat constitute a renewal or extension 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 X30}days written notice to the other party. ARTICLE 15; ASSIGNMENT AND SUBLETTING AGREEMENTS 15.01 Assi nment and Sublettin b AIRLINE. A. Except for an assignment to a parent, affiliate, or subsidiary, which is hereby authorized, AIRLINE may not at any time assign, transfer, convey, sublet, mortgage, pledge, or encumber its interest under this Agreement, or any part of the AIRLINE's Leased Premises, to any party including designated Affiliate Airlines that operate as a single entity at the Airport without the prior written approval of the CITY, which approval will not be unreasonably withheld. The above prohibition does not apply with respect to any company with which AIRLINE may merge or consolidate, or which may acquire substantially all of the AIRLINE's assets. In the event that AIRLINE shall, directly or indirectly, assign, sell, hypothecate or otherwise transfer this Agreement, or any portion of AIRLINE's Leased Premises, without the prior written consent of the CITY except as allowed for above, the CITY, in its sole discretion may terminate this Agreement. B. Except far a sublease to any company with which AIRLINE merges or consolidates, or acquires substantially all of the A[RL[NE's assets, AIRLINE shall not sublease AIRLINE's Leased Premises without 40 the prior written consent of CITY, which consent may be withheld if CITY has substantially similar space available, but unleased, or if CITY can make such space available for lease within a reasonable time. Exclusive or preferential use of AIRLINE's Exclusive Use Premises or any 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. C. AIRLINE shall include with its request for permission to assign or sublease, a copy of the proposed assignment or sublease agreement, if prepared. In the event such proposed agreement has not been prepared, a written summary of the material terms and conditions to be contained in such agreement shall be included with AIRLINE's request for tentative approval by the CITY. The assignment or sublease agreement or written summary submitted with AIRLINE' s request sha[I include the following information: ~i} the term; 4ii}the area or space to be assigned or subleased; viii}the sublease rentals to be charged; and Div} the provision that assignee or sub lessee must execute a separate operating agreement with CITY. Any other information reasonably requested by CITY pertaining to said sublease or assignment shall be promptly provided by AIRLINE. A fully executed copy of such sublease or assignment shall be submitted to CITY far final approval before occupancy of AIRLINE's Leased Premises, or any portion thereof, by the assignee or sub lessee. D. In the event the Rentals, Fees and Charges for subleased premises exceed the Rentals, Fees and Charges payable by AIRLINE for 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 for administrative costs, not to exceed fifteen percent X15°/0} of the specified sublease rental and such fee shall not be considered part of excess Rentals, Fees and Charges. AIRLINE may also charge a reasonable fee to others for the use of AIRLINE' s capital equipment and to charge for use of utilities and other services being paid for by AIRLINE. E. Nothing in this Article 15 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 1fi: AVAILABILITY ~F ADEQUATE FACILITIES 16.49 Declaration of Intent. The parties acknowledge the objective ofClTYto offerto all AirTransportation Companies desiring to serve Airport access to the Airport and to provide adequate gate positions and space in the Terminal, Recognizing that physical and financial limitations may preclude timely expansion of the Terminal and 41 Aircraft Parking Apron areas to meet the stated requests of AIRLINE andlor such other Scheduled Air Carriers "Requesting Airlines"}for additional facilities, CITY hereby states its intent to pursue the objective of achieving an optimum balance in the overall utilization of Terminal and Aircraft Parking Apron areas to be achieved, if necessary, through sharing or reassigning, from time to time, of gate positions and other passenger handling facilities. 16.02 Accommodation of Re uestin Airlines. A. AIRLINE shall cooperate with CITY to accommodate the needs of a Requesting Airline by permitting such Requesting Airline to utilize AIRLINE's Preferential Leased Premises forthe 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 shall not interfere with AIRL[NE's planned operations or those of its approved sub lessees, licensees or permittees. In determining if AIRLINE shall be required to accommodate a Requesting Airline, the CITY shall consider AIRLINE's capabilities, capacity, facilities and therefore, after taking into account AIRLINE' s own requirements and contractual obligations, the compatibility of said Requesting Airline's proposed operations with those of AIRLINE, and the need for labor harmony. CITY shall not require AIRLINE to accommodate a Requesting Airline if CITY has unassigned gates which can reasonably accommodate the needs of said Requesting Airline. 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, 2} Requesting Airline enters into an agreement with CITY to operate at the Airport, and 3} a written agreement between AIRLINE and requesting Airline identifying indemnification and insurance requirements consistent with the terms of this Agreement.. [n order tv make sure that all users of Airport facilities will be treated e ually and that AIRLINE will be properly reimbursed for the use of AIRLINE's Leased Premises, AIRLINE q will compute prorated fees and charges for Exclusive and Preferential Use Premises based on flight and enplanement data of both airlines and may not charge more than 100°/0 of the charges AIRLINE is responsible to pay to the CITY for the rights and privileges granted herein. AIRLINE may charge a reasonable fee for administrative costs, not to exceed fifteen percent X15°/~} of the specified fees and charges and such fee shall not be considered part of fees and charges. AIRLINE may also charge a reasonable fee to others for the use of AIRLINE' s capital equipment and charge for use of utilities and other services being paid for by AIRLINE. B. AIRLINE shall cooperate with CITY to accommodate other Air Transportation Companies from time to time, 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 accommodated or handled by a Signatory Airline, and scheduled flights for which the Scheduled Air Carrier has no assigned 42 gates, Provided, however, AIRLINE shall not be required to accommodate such other Scheduled Air Carriers pursuant to this Paragraph 16.02.B. if all of AIRLINE's gate positions are occupied by AIRLINE's fli hts or flights of other Scheduled Air Carriers already being accommodated by AIRLINE at the time of said 9 fli ht needing to be accommodated. For purposes of this provision, the overnight parking of AIRLINE's g aircraft at a gate position or parking of AiRLINE's aircraft at a gate position other than between one ~1 }hour before arrival or one ~1 }hour after scheduled departure of AIRLINE' s aircraft shall not be deemed occu ation of said gate position. If AIRLINE accommodates such other Scheduled Air Carriers then said p other Scheduled Air Carrier shall be required to vacate AIRLINE's gate position at least ~1 }hour prior to AIRLINE's next scheduled flight anrivalldeparture at said gate position. The accommodated carrier shall pay AIRLINE's reasonable costs incurred in removing AIRLINE' s aircraft from or moving AIRLINE's aircraft to the gate positions. C. Subject to the provisions of Sections 15.01 and 15.02, nothing contained in this Article shall prevent or rohibit AIRLINE from electing to enter into an agreement with other Scheduled Air Carriers authorized to P o erate at the Airport and desiring the joint use of AIRLINE's Leased Premises as provided in Article 15 p herein with approval of CITY. ARTICLE ~7: GOVERNMENT INCLUSION 11,41 Government Agreements. This Agreement shall be subordinate to the provisions of any existing or future a reements between CITY and the United States Government or other governmental authority, relative to the 9 o eration or maintenance of the Aviation System, the execution of which has been or will be required as a condition p recedent to the ranting of Federal or other governmental funds for the development of the Aviation System, to the p g extent that the provisions of any such existing or future agreements are generally required by the United States or other overnmental authority of other airports receiving such funds. CITY agrees to provide AIRLINE written 9 advance notice of any provisions which would adversely modify the material terms of this Agreement. 11.02 Federal Government's Emer enc Clause. All provisions of this Agreement shall be subordinate to the ri hts of the United States of America to operate the Aviation System or any part thereof during time of war or 9 national emer enc .Such rights shall supersede any provisions of this Agreement inconsistentwith the operations 9 Y of the Aviation System by the United States of America. 17.03 Nondiscrimination 43 A. AIRLINE for itself, its. personal representatives, successors in interest, and assigns, as a part of the consideration hereof, does hereby agree as a covenant running with the land that ~i} no person on the rounds of race color or national on in shall be excluded from participation in, denied the benefits of, or be g g otherwise subjected to discrimination in the use of AIRLINE's Leased Premises, iii} in the construction of J any improvements on, over, or under AIRLINE's Leased Premises and the furnishing of services thereon, no erson on the grounds of race, color or national origin shall be excluded from participation in, denied the p benefts of, or be otherwise subjected to discrimination, and viii}AIRLINE shall use the AIRLINE's Leased Premises in com liancewith all otherrequirementsimposed byorpursuantto 14 CFR Part 152, SubpartE p Non Discrimination in Airport Aid Program and Title VI of the Civil Rights Act of 1964 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, Part23, Disadvantaged Business Enterprises DBE , as said regulations may be amended, and such other similar regulations may be enacted, maybe ~ } a licable to the activities of AIRLINE under the terms of this Agreement, unless exempted by said pp re ulations, and hereby agrees to comply with the Federal Aviation Adminis#ration and the U.S. Department 9 of Transportation, in reference thereto. These requirements may include, but not be limited to, compliance with DBE articipatian goals, the keeping of certain records of good faith compliance efforts, which would be p sub'ect to review by the various agencies, the submission of various reports and, if so directed, the J contractin of specif ed percentages of goads and services contracts to Disadvantaged Business 9 Enterprises. C. In the event of breach of any of the above nondiscrimination covenants, CITY shall have the right to canoe! this A reement after such action as the United States Government may direct to enforce this g covenant has been followed and completed, including exercise or expiration of appeal rights. 17.44 Securi AIRLINE must comply with, and require compliance by its sub lessees, if any, and both its ~~ and their res ective contractors, suppliers of materials and furnishers ofservices, employees, agents, and business P invitees, with ail resent, amended, and future laws, rules, regulations, or ordinances promulgated by the CITY, the p Ai ort Securi Plan "ASP"}, the Federal Aviation Administration ~"FAA"}, Department of Homeland Security rP ~ ~ "DHS" or other overnmentai agencies to protect the security and integrity of the Secured Area ~"SA"},the Air ~ } g ~ eratians Area "ADAM ,and the Security Identification Display Area ~"SIDA"}, as defined by the Airport, the FAA, p ~ } and TSA and to rotect a ainst access to the SA, AAA, and SIDA by unauthorized persons. Subject to the p g a royal of the Director, the AIRLINE must adopt procedures to control and limit access to the SA, AAA, and SIDA pp 44 b the AIRLINE, its sub lessees, and its and their respective contractors, suppliers of materials and furnishers of Y services, employees, and business invitees in accordance with all present and future ASP, FAA, and DHS laws, rules, regulations, and ordinances. AIRLINE further agrees to indemnify, hold harmless, defend and insure the CITY, its officers, agents, and employees against the risk of legal liability for death, injury, or damage to persons or roe , or fees and expenses, direct or consequential, arising from entry of the SA ar SIDA permitted, allowed or p p ~y otherwise made possible by AIRLINE, its sub lessees or its or their respective contractors, suppliers of materials and furnishers of services, employees, business invitees, agents, or any person under the direction of AIRLINE, which entry violates CITY, ASP, FAA, or DHS laws, rules, regulations, or ordinances or AIRLINE's Director- a roved rocedures for controlling access to the SA or SIDA as provided hereinabove.The AIRLINE must obtain pp p em Ioyee identifcation badges for all personnel authorized by the AIRLINE to have access #o the SA, AOA, or p SIDA, in accordance with the provisions of Federal Aviation Regulations, 49CFR Part 1542, and other laws, rules, re ulations and ordinances. AIRLINE must pay all fines associated with security breacheslinfractions by AIRLINE or 9 its sub lessees and its and their respective agents, officers, business invitees, and employees in the SA, AOA, or SIDA, re ardless of whetherthe fine is assessed to CITY, Airport orAIRLINE andlor its sub lessees, and its ortheir g respective agents, officers, business invitees or employees howeverAIRLINE may contest such fine in accordance with administrative procedures of the agency issuing the fine. ARTICLE ~ S: GENERAL PROVISIONS 18.01 Subordination to Master Bond Ordinance A. This Agreement and all rights granted to AIRLINE hereunderare expressly subordinated and subject to the lien and provisions of the pledges, transfer, hypothecation or assignment made by CITY in the Master Bond Ordinance No. 024163. CITY and AIRLINE agree that to the extent required by the Master Bond Ordinance No. 024163 or law, the holders of the Bonds or their designated representatives shat! have the right to exercise any and all rights of CITY hereunder. B. CITY shall notify AIRLINE in advance of any amendments or supplements to the Master Bond Ordinance No. 024163 tha# would materially alter the terms and provisions of this Agreement. CITY and AIRLINE shall use their commercially reasonable efforts to agree on the implementation of any such material amendments or supplements desired solely by CITY for its own purposes. C, With 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 Pram the gross 45 income of the holders of such Bonds for federal income tax purposes, the parties hereby covenant to protect the tax-exempt status of the Bonds. 18.0 Non-waiver. No waiver of default by either party of any of the terms, covenants, or conditions of this A reementto be erformed, keptand observed bythe otherpartyshall beconstrued to be oractas awaiverof any g p subse uent default of an of the terms, covenants and conditions to be performed, kept and observed by the other q Y a and shall not be deemed a waiver of any right on the part of the other party to cancel this Agreement as P ~Y provided herein. 18.03 Ri hts Non-Exclusive. Notwithstanding anything herein contained that may be or appear to the contra , the ri hts, privileges and licenses granted under this Agreement, except in Exclusive Use Premises, are ry 9 "non-exclusive" and CITY reserves the right to grant similar privileges to others. 18.44 Quiet Eniayme,nt. A. CITY a rees that, so long as AIRLINE' s payment of Rentals, fees and Charges is timely and 9 AIRLINE kee s all covenants and agreements contained herein, AIRLINE shall peaceably have and enjoy p AIRLINE's Leased Premises and all rights, privileges and licenses of the Airport, 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 Leased Premises will be lawful and quiet and that it will not knowingly use or permit the use of AIRLINE's Leased Premises in an way that would violate the terms of this Agreement, create a nuisance, or disturb Y other tenants or the general public. AIRLINE shall be responsible for the activity of its officers, employees, agents, and others under its control with respect to this provision. 18.05 Performance. The parties expressly agree that time is of the essence in this Agreement. Failure by a a to com lete erformance within the time specified, or within a reasonable time if no time is specifed herein, p ~y p p shall relieve the other party, without liability, of any obligation to accept such performance. 18.06 Aviation Ri hts. CITY reserves unto itself, its successors, and assigns forthe use and benefitof the ublic a ri ht of fli ht for the passage of aircraft in the airspace above the surface of the Airport, including p 9 9 AIRLINE'S Leased Premises, for navigation orflight in the said airspace for landing on, taking offfrom, oroperating at the Airport. 46 ~ S.Ol Rules and Requlat~, ions. A. AIRLINE, its officers, employees, agents and others under its control shall observe and obey all laws, regulations, and orders of the Federal, state, county and municipal governments which may be applicable to AIRLINE'S operations at the Airport. B. CITY may from time to time adopt, amend or revise reasonable and nondiscriminatory rules and re ulations for the conduct of operations at the Airport, for reasons of safety, health, preservation of the g ro arty or for the maintenance of the good and orderly appearance of the Airport. AIRLINE, its officers, pp em to ees, agents, and others under its control shall faithfully comply with and observe such rules and pY re ulations, except as they may conflict with the terms and provisions of this Agreement, or the regulations g of another governmental authority having appropriate jurisdiction. C. AIRLINE shall be strictly liable and responsible forobtaining,maintaining current, and fully complying with, an and all permits, licenses, and other governmental authorizations, however designated, as may be Y re aired at any time throughout the entire term of this Agreement by any Federal, state, or local q overnmental entity ar any court of law having jurisdiction over AIRLINE or AIRLINE'S operations and g activities at the Airport. ~ 8.08 Ins action. AIRLINE shall allow C1TY's authorized representatives access to AIRLINE'S Leased Premises for the purpose of examining and inspecting said premises; for purposes necessary, incidental to, yr connected with the performance of its obligations under this Agreement; or, in the exercise of its governmental functions. Except in the case of an emergency, upon reasonable advanced notice, CITY shall conduct such ins actions Burin reasonable business hours with reasonable notice and in the presence of AIRLINE'S p 9 representative. ~ 8.09 No Individual Liability. No member, officer, agent, director, or employee of CITY or AIRLINE shall be char ed ersonall or held contractually liable by or to the other party under the terms or provisions of this g p Y A reement or because of any breach thereof or because of its or their execution or attempted execution. 9 ~ S. ~ 4 ,Relationship of Parties. Nothing contained herein shall be deemed or construed by the parties hereto, orb an third arty, as creating the relationship of principal and agent, partners, joint venturers, or any other similar Y Y P such relationshi between the parties hereto. It is understood and agreed that neitherthe method of computation of p rentals, fees and charges, nor any other provisions contained herein, nor any acts of the parties hereto, creates a relationship other than the relationship of landlord and tenant. 47 18.11 Ca aci to Execute. The individuals executing this Agreement personally warrant that they have full authority to execute this Agreement on behalf of the entity for whom they are acting herein. 18.1 ~ Savin s. The arkies hereto acknowledge that they have thoroughly read this Agreement, including ~_ P an exhibits or attachments hereto and have sought and received whatever competent advice and counsel was Y necessa for them to form a full and complete understanding of all rights and obligations herein. ry The arties further acknowledge that this Agreement is the result of negotiations between the parties and shall not p be construed against CITY by reason of the preparation of this Agreement by CITY. 18.13 Successors and Assi ns Bound. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the parties hereto. 18.14 Inco oration of Exhibits. All exhibits and attachments referred to in this Agreement are intended to be and are hereby specifically made a park of this Agreement. 18.15 Titles. Paragraph titles are inserked only as a matter of convenience and for reference, and in no way def ne, limit or describe the scope or extent of any provision of this Agreement. 18.16 Severabili . In the event that any covenant, condition or provision of this Agreement is held to be invalid b an court of com etent jurisdiction, the invalidity of such covenant, condition, or provision shall not Y Y p materiall re'udice either CITY or AIRLINE in their respective rights and obligations contained in the valid Yp 1 covenants, conditions or provisions of this Agreement. 18.11 Amendments. This Agreement constitutes the entire agreement between the parties. Except as rovided in Sections 4.41 and 8.03, no amendment, modification or alteration of the terms of this Agreement shall p be bindin unless the same be in writing, dated subsequent to the date hereof, and duly executed by the parties 9 hereto. 18.18 Most Favored Nations. CITY covenants and agrees not to enter into any agreement with any Air Trans ortation Com an which i} makes substantiallysimilaruse of the Airport, iii} operates substantiallysimilar p p Y ~ aircraft and iii utilizes substantiallysimilarfacilitiesto thatof AIRLINE, which con#ains more favorable termsthan ~} this A regiment or to rant to an such Scheduled Air Carrier rights or privileges with respect to the Airport which 9 ~ g Y are not afforded to AIRLINE hereunder unless substantially the same terms, rights, privileges and facilities are 48 concurrently made available to AIRLINE. 18.19 Cther A reements. ether than as set forth herein, nothing contained in this Agreement shall be deemed or construed to nullify, restrict or modify in any manner the provisions of any other Agreement or contract between CITY and AIRLINE authorizing the use of the Airport, its facilities and appurtenances. 18.20 A rovals A. Whenever this Agreement ca11s for approval by CITY, such approval shall be evidenced by the written approval of the Director. B. Any approval required by either party to this Agreement shall not be unreasonably withheld or delayed. 18.21 Notices A All notices, demands, requests, or replies provided for or permitted under this Agreement, by either party ~} ~ . must be in writing and must be delivered by one of the following methods: ~1 } by personal delivery, 42} by de osit with the United States Postal Service as certified or registered mail, return receipt requested, postage p re aid; 3 by prepaid telegram; ~4} by deposit with an overnight express delivery service, for which service p p ~} has been prepaid; or 45} by fax transmission, B Notice deposited with the United States Postal Service in the manner described above will be deemed ~} effective two ~2} business days after deposit with the United States Postal Service. Notice by telegram or overni ht express delivery service will be deemed effective one ~ 1 }business day after transmission to the 9 tale raph company or oversight express carrier. Notice by fax transmission will be deemed effective upon 9 transmission, with proof of confrmed delivery. ~C} Alf such communications must only be made to the following: If to the City: Director of Aviation City of Corpus Christi 1400 International Drive Corpus Christi, TX 78406 Fax: X361 } 289-0251 If to the Airline: Name ~NvJ "D. N1~,1tS V~ ~Po(L~~~ S~~UtL~,S Address ~3g31q t~-~ N ~ to ~"~~ ~l-V D • i(~'lt~ ~~"~ ~' City, State, Zip Fp~1,T U.Uf~-'CND ~C~ 1b1~~ Fax: ~11~t~o/139a°z. 49 (D) Either party may change the address to which notice is sent by using a method set out above. The AIRLINE shall notify the CITY of an address change within ten (10) business days after the address is changed. 18.22 A ent For Service. 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 member or partner resident of said state, or is a foreign cor oration not licensed to do business in Texas, then in any such event, AIRLINE shall appoint an agentforthe p u ose of service of process in any court action between it and CITY arising out of or based upon this Agreement. p~ AIRLINE shall immediate) notify CITY, in writing, of the name and address of said agent. Such service shall be Y made as rovided b the laws of the State of Texas for service upon anon-resident engaging in business in the p y State. It is further ex ressly agreed, covenanted and stipulated that, if for any reason, such service of process is not p ossible as an alternative method of service of process, AIRLINE may be personally served out of the State of p Texas by the registered mailing of such service at the address set forth in Section 15.21. 18.23 Gover~in Law. This Agreement is to be read and construed in accordance with the laws of the State of Texas. The arties hereto agree that any court of proper jurisdiction presiding in Nueces County, Texas shall be p the forum for any actions brought hereunder. 18.24 Force Ma'eure. Except as herein provided, neither CITY nar AIRLINE shah be deemed to be in default hereunder if either a is prevented from performing any of the obligations, other than the payment of p ~Y Rentals Fees and Char es hereunder, by reason of strikes, boycotts, labor disputes, embargoes, shortages of 9 ener or materials, acts of God, acts of the public enemy, weather conditions, riots, rebellion, war, acts of 9Y terrorism ar sabota e, ar any other circumstances for which it is not responsible or which are not within its control. 9 18.25 Entire A reement. It is understood and agreed that this instrument contains the entire agreement between the arties hereto. It is further understood and agreed by AIRLINE and CITY that CITY and CITY' s agents p and AIRLINE and AIRLINE'S agents have made no representations or promises with respect to this Agreement or the makin or ent into this A reement, except as in this Agreementexpressly setforth,and that no claim orliability g ry 9 or cause for termination shall be asserted by either party, and neither party shall be liable by reason af, the breach of an re resentations or romises not expressly stated in this Agreement. Any other written or verbal agreement is Y p p expressly waived by AIRLINE and CITY. IN WITNESS WHEREOF, the parties have executed this Agreement as of the, day and year f rst above written. ATTEST: CITY 4F CORPUS CHRISTI 50 Printed Name: ~Ir'i'-~l0.V~d0 0. ~/~9 Ci Manager Title: ~I'~u ~a~ Printed Name:,~Q~v08~~r ,~SCObt~~1 APPROVED AS TO LEGAL FORM THIS DAY OF ~ 2009: Asses t City Atto ney For C Attorney Printed Name: Date: ,. , ~ ATTEST AIRLINE Printed Name: AWN~R c ~ m~~l s Title: ~/i1~7C ~Jl'YU/yl.t/J-~Y~,~'l~ Date: ~~z10~ ,~. ~ • ~~ ~~ AUTHORItED ~Y coa~rci~ ~..~~~`° Oq s~pt~r~~v'~db Printed Name: JOHN D. Nld:~ Title: ~'~' ~~~~ ~~ Date: q~2 ~~ -T-~ 51 EXHIBIT A AIRPORT BOUNDARIES All Exhibits to be replaced by a separate document 52 ~~, AIRPORT LAYOUT PLAN ~ ~ ~u~~~ L ~~ uca~ .~ ~.~ Auk Var4 ~-^r~w EXHIBIT B AIRLINE'S LEASED PREMISES AMERICAN EAGLE AIRLINES Y' The Leased Premises, including Exclusive Use, Preferential Use, and Jaint Use Premises, for the AIRLINE are described below: Fig. CI&C2 1695.88 Square feet of ticket counter, office and baggage makeup space for the Exclusive Use of the Airline Fig. C4 1904.69 Square feet of passenger hold room space for Preferential Use of the Airline. Fig. C6 6002.53 Square feet of space for baggage drop and baggage claim for Joint Use of Airline. Fig. C9 1 Apron positions}for Preferential Use of the Airline ~~ ~~ .~ C r~ Q a w Y U J W b ~ 4 2 a ~ w ,. ~ ~ ~ N $ ~ i ~ ~ "~ ~ . ~ a ~ o ~ ~ a ac ' °~ ~~~ ~~~0 ~~~ ~~~~ o~~ ~ °~ Z waa ~w ~ w ~~~p~~w~ ~W ~W J w°~w¢NOw Nw?~Q ~ Q W ~W g ~ w J w~~4Q U~ ~ s ..,. ~~~ ~ = Ww~~~4w~ U~ w a ~~o ~ JQ ^ -W ~zO oa~~Z~J~ WV)Q ]p VQ~ ZQ NWp==zW~ ?W~Q ZZ Z C~~Q cn ~~J ~- Z O w~zoLLw~~ ~ u.QV W~ J a ~zZ 4 ~_~oU~~ ~~=wWwQcn ~w ~ ~n'~ W ~ UW~ ~ zv~ Q~~Q~¢pw Q ZQ ~Q~N~=z¢ D ,.,.r w Q Z ~ - U Q Q m~V?d~ a N w ~ 0 z Corpus Christi lnternationa/Airport FIGURE C2 LEASED SPACE AMERICAN ATO AREA KEY MAP CORPUS CHRISTI INTERNATIONAL AIRPORT 2009 AIRLINE LEASE AGREEMENT NOTE: ALL MEASUREMENTS TO DETERMINE THE AMERICAN AREA OF EXCLUSIVE SPACE LEASED SHALL BE FROM THE INTERIOR OF THE EXTERNAL DWN. 8Y BEN_VASQUEZ WALLS AND FROM THE CENTERLINE TO ~jjrQf APPROVED ~Y: ROY CENTERLINE OF EACH INTERIOR WALL , OR, CORPUS CHR1Sl`1 .. DATE 3 2009 IN THE ABSENCE OF INTERIOR WALLS, THE lIYTERXAflO~YA~ AIRPORT POINT OF SAID CENTERLINE WOULD BE PRUI 2008~41RIaNE.,.I£A5E AV1AT10XDEP~ LOCATED IF SUCH INTERIOR WALL EXISTED. ~~~ FIGURE C4 LEASED SPACE AMERICAN HOLDROOM CORPUS CHRISTI INTERNATIONAL AIRPORT 2009 AIRLINE LEASE AGREEMENT NOTE: ALL MEASUREMENTS TO DETERMINE THE AREA OF EXCLUSIVE SPACE LEASED SHALL BE FROM THE INTERIOR OF THE EXTERNAL WALLS AND FROM THE CENTERLINE TO CENTERLINE OF EACH INTERIOR WALL , 0R, IN THE ABSENCE OF INTERIOR WALLS, THE POINT OF SAID CENTERLINE WOULD BE LOCATED IF SUCH INTERIOR WALL EXISTED. KEY MAP AMERICAN CIT/Of COBPUSCNN/Stl /NlERNAT/OMAL A/BPOBT AY/AT/ONDEPT. li/1~/ DWN. BY; 6EN_VASQUEZ APPROVED BY: ROY DATE: 3~-2009 PROD. ~ 2009~41RUN~tEASE Corpus Christi lnternationa/airno~t Q .~ Q r~ e C ^~ y v v Q W Y m ~~ ~~ r (~ C~ N OO ~~ ~~ Z W ~ QY ~Q g~ U o0 ww ~~ ¢Q c~ ~ c~ c~ as mm O v J Q 0 W d d ~ q~' m N ., ^ N M '~ 0. ~q ~ 4 Q ci 4 =~ O~~q v : Z •~1, ~ 1~. Q v~Q ~ Z ~~ ~w o wa¢ o= ~ =N~o •~wcn ~W w W wwQ~ ©w Z ~ W ~ ~W _0w ?~d~~ ~ ~ Jw~o~oa Q )~ ~a~ ~~~ w =w_~~~ ww~~~ow~ ~w w~ ~~ ~ ~ ~Ja ^ W zo oa~UZ~~~ ~ 'V = W U Fcn w Zww o =_ ~ ~W ' ZQ ~O J ~ ~ ~~~w Zz a W~~ wwUU U -Q ~I- ~ ~~?~oUa~ -~ ~QW ZZ p ~ X wwwW aN w=o w z N ~ Q UW~ ~n - ~ ~ N 4~Q~QOw m ~ Q Z Q W ~ JWW~.~ ~a ~= a ~ v Jw~wawZ00 Q d m~U_ a~ o N w ~ 0 z q i ~~ ~s i~a ~~iii~~e ~~:ai4iis ~ ~~~ ~r ~ ~~~ ~ ~ -~ G1 ... W ~ ~ N ~ ~7 ~ ~ ~ D ~ N ~ •ri ~ N D r-i W v2 ~ H Wa ~, a w~ z ~, H A a H ~ H W 'H o~ +~ ~ ~ ~~ ro ~~ ~~ ~ ~~ ~ ~' ~ °1 ar ~ ~~ `~ o ~ ~~ a~ a~ ~~ z ~' ~ H ~ ~ ?i Q1 ~ •rl ~ ~ A~~' w ~~~ "~ A ~ ~A ~ ~~ ''~ ~ ~~v u~~ ~~ A ~ ~~ ~~~ ~ ~ '~ a~~ ~x~ ~~~ ~ ° ~' H ~ ~U41 ~ ~ ~ . ~' 3 z ~x"a m ,~ x rl . H ~ v .~ ~ ~~A ~p~~ w ~ ~ ~• •~ z '~ ~ o A ,,~ ~ I ~~ ~ ~ •~ a.- r~C AAA a z~o~ ~~~F ~] ~ H •,~A vU U ~ I ~ cn A UNE~ H r-4 ~WU~ z ~aA~ H ~` rl •ri H ~~+d~ I ~ N H N U ~~ N y ~~ .. ~ 4} N •~ rn W ~ H ~ '~ o ~~ z aro EXHIBIT E MONTHLY STATISTICAL REPORT MONTH and YEAR AIRLINE AFFILIATE AIRLINE Passenger Traffic CATEGORY AIRLINE AFFILIATE Number of Enplaned Passengers Number of Enplaned Rev. Passengers Number of Enplaned Non- Rev. Passengers Number of Deplaned Passengers Number of Deplaned Rev. Passengers Number of Deplaned Non- Rev. Passengers Landing Data Gross Number of Landing Total Total Airline Landings Weight per Seats Weight per or for the Aircraft Available Aircraft Aircraft Type Affiliate Month Type for Month Type Total Seats Available Landing Rate $ Total Due for Landing Fees Cargo Total Freight Total Mail Enplaned Deplaned Enplaned Deplaned LOAD FACTOR for the Month: Signature of Company official 65 EXHIBIT F TERMINAL EQUIPMENT The following is a list of Terminal Equipment that may be in the AIRLINE's Leased Premises and is owned by the CITY and is for the use of the Airlines: Passenger Loading Bridges Potable Vllater Units for Loading Bridges Passenger Lift MUFIDS PA System Podiums 6~ EXWIBIT G•1 AIRPORT OPERATING FUND 4610 REQUIREMENTS FY 10 AIRPORT DIVISIONS Total OB~M Budget Expenditures Airfield Facilities Custodial Maintenance Parking Lot Building Maint Public Safety Opera~ons TOTAL Direct O8~M Administration Up ratin T~anste City Administration Other Interfund Changes TOTAL Indirect OEM TOTAL OEM REQUIREMENT Operating Reserve Fund ~ Coverage Reqt. Debt Service -Other Debt Service - 2000 Bonds TOTAL FUND 4610 REQUIREMENTS Avia~on Capital Resen-e Fund Transfer TOTAL BUDGET FOR FUND 4810 Note Disclo~su~e Qnlt~ PFC Z Fund 4621 Debt Service - 200D Bonds Series A ~ B 4~i,4~G 334,755 534,805 405,424 1,8fi3,324 1,537,fi60 503,32fi s,637,7s0 1,010,430 443,211 334,755 534,805 397,224 1,Bfi3,324 1,512,sso 4~,82fi s,s7s,86s 1,010,430 341,534 1fi,872 1,368,836 rTi.w~~~r~rw`w~w $ 7,006,586 X35,580} 423,206 5o9,15s $- 7,903,368 ~151,95fi} 358,406 $ 6,94s,701 896,783 $ 7,842,483 $ T,151,412 ~ 1,o7s,81o 7f712009 1 i :21 AM Capital Outlay 15,185 0 D 8,200 D 25,000 12.500 ou,a~u D Final N N l/1 ~w o~* oo~ o~~' ~~~ r~'o ~~3~ N~ mnoi z~~ w rn~~~ ~' a y V y ~ . ~* w J 1 1 v 0 0 ~. w N 1 N N p~ O v 1 1 ..1. .~ ~~ A O W .a 1 1 m ~ ~ N NN ooo v~o O o~c°n~'~ w~ y~~i ooovQ~vv oov~ ~m ~m m ~m °~~ a c n: ~j W m C ~ ~ 7~ ~ ' 7~ ' A ~ ~ j ~ r -, ~ ca m r ,~ , ~, . ~. , ... ~ 3 ~ ~~m~_ ~ ~~oN~ ~ ' ~ ~~~ m ~ ~m~: ~ o ~ m ~ ~ w ~ ~ 'm~ ~ m~ a.'"~a~ .a ~~~pp~~ ~ NNra, p-~p~~INCW`~I Q D~N+ ~°v°ooo°'~ ~r yr cno°oV ~ovoo~~o~v~ oo~o~~ 1 1 ! 1 1 1 1 1 1 o ~ ~ ~, (p ~ ii ~ 1 1 1 1 1 1 V ~. o -~ av o i ° oo a a ~ a~ 1 1 J J ooo~ 0 o e\ o r .~ W N w 1 1 ~~ °ooo a a~°` 0 ~~ N N o ~ 1 ~ 1 1 ~ 1 1 I ~~ 1 ~ ~ i .# i J .i J ~ ..~ i o o °oNOOO o ~~~a a~v h o ~ ~ ~ .a spy ..>w ~ ~ NNO-~~l ~W N o~0ivovoo oon~owi' 1 °v o~~oo ~ovoc~ v wwwwwwwwi N N N N N N N N I vo{vyyvovov+ pWD~,p~wWGWI ovoo~oocn~ -I~~ID~~Dn~ m ~ m C ~; (p ,~ ~ 1 o3~~z~~~ ~~m'o3~m1 ~. ~bm~o'mm~.' ~ ~ 7 ~ ~ ~. ~ R1 ~ ~ ~ ~ ~ w ~ ~ ~ ~.~u~~0o o~oo>> 2 ~~>> ~~ ~ ~ w 0 s ~~ i --~ ~O N j ~l 0~ W ~ N~DU~tO~W~ oDOAlNON~ OvD~IOo ooaNCns~ 1 1 1 1 1 ! 1 i 1 1 1 1 1 1 1 1 .~~~~~ voovo 0 00000 0 0 ~~a o ~~ ~ N ~ W N ~ O N OD 1 Q a~~ 1 1 ° O O N vv ~° D ~ 1 1 1 1 I~ O 1 w cn wwwwww NIVNNNN o ~ W N ~ D ovoooo 7~n~AD~ m ~ ~ '~ ~; W 7 p1 O ~ ~ ~ mm°~~`° m~~~m~ ~ ~o~~ ~~~~~ o~~ m ~~ ~~O~~I~ ~iolol, ~vo i D w 1 I rn 1 0 v a co D v v Nv a ~o~o~ ~~ov .i J 00 0 N N ~rn 1 00~ °o°o O 1 o I 1 v v A A N 0 ~ ~ a 0 rt v ~_ C ~, a ~ ~ D D ri D ,, a - 0 ~ ~ ~ ~ a ~ ~ om v °v m ' ~ >C ~~I ~~~ _ a C ~~ z~ o~ " mj ~ C m z .. m N w• q m r•+ n a 1 v S o ~ e Q' R d b ..- ~ p C 1 1 1 1 1 ~ Q EXHIBIT G-2 COST CENTER ALLQCATIONS FY 10 DIRECT CAST CENTERS Terminal Security Ai~eld Terminal Parking tither Total Source Exhibit Direct owl 228,447 1,804,323 2, 376, 896 73fi, 756 405, 783 $ 5,552,Za5 G-2.1 7/7/2049 11:39 AM Indirect a~M 55, 708 439, 998 579,625 179,664 98,953 $ 1,353,948 G-2.1 Debt Service 50, 303 441,818 149, 746 112,523 ~ ~54,4sa G-2.2 TOTAL cosTs 284,155 2,294,fi24 3,398,399 1,066,16fi fi17,259 ~ 7,ssa,so3 Final v (~.3 0 N ' Qm o ~m ~ n~ o o~~~~~ nn ~ ~! ~ ~ c p ~~~~~ .. ~ m~ .. ~ o W~~~~ o ' ~~a~ ~ a ~ ~ al b m ~ ~n ~~ ° ' ~ ~ v, ~ a Nz v o >> m ~ ro ,~ ~ ~ cr} -~ ~I ~ ~ ~ `~a ,~~ ~ ~ i D D ' o ~ -- -- ~a ~; ~ N ' ~ W ~ ~ ~' ~ A ~ N ~ p © ~ ~ tD 00000 c w i ~ ' ~' f ~ n i w o ooooc ~3 a .a ~. o~ ~ ~ o ~~~~~ o a o a o ~~ 1 r r ~ ~ acv ' 3 ~ N -- A I i ~~' m ~ ~WWCO r m G j ~ coo ~ w ~ ooc~v~ w ~ ; 00 ~~~~~ w ~ a ~ 1 ~~ 3 3 ~ ooc~ cn ~ ~ ..~ ~ or 1 m W NN~' ~ Q ] NN(hC7-~ ; O O ~ ~ a ~ O~7~C70 = cn~ wwrn ~ v ~~ ~~~~~ _ ~ ~ ~ ' N ~ " N - N v; ~ ©aooo ; o a OoI a a m O O v o ~1 voooo ~ ~~~~ti ; a Y M ~~ W A ~ -~ WOo ..s, r !r N ' N O O ~~ N~~ O O D~ o a o o c ~ ~; O~ O O w ~ o = o o a o o ~ a a m rt c 0 a m m Cr vo L~ ~ "' a -~ ~ o~ 00 N~ ~0 n~ m~ Z~ ma ~ Z N i J ,.l ~ ~w Y+ m ~ oa~rna~cn m D 1 '"'F ~ ~ J ' „11 ° y ° o ; w~a•IN~ o v' ~o iw~rn vvovo o v o ~ ~ oc~ o ~~~~, 0 m s N y ~ ~ n i~ c awc nrn N o ~ Ni11C~~0 -~ f OdvNO r i ~ p Of f V t0 N 00 ~ c o ~* _v N II N j q II ~ `I ~JI II ~ V W OD N dM ~~ NI II wll vW~1DN r~~a~~.~ a1 w II Ilpm II ~ it ~ C N~ ~~ ~ G ~ ~' ii c"'Q1 ~"'`~ ~' ii .~- Y ~ W m r ~I .P ~ ff ~ ~ ~ c~ oo cn c~ m W = pp i OD~t~O~N v ~ N~OmNw WW ~ fh ~ CO ~ ~ W O G~0 ~ ~ (J1 CNi1 ~ G ~~~a ~ ~~°, r I 0 0 n r 3 r Ltll OVO Q~ ~ N w 0~ m a rnmmi~w m ~ ~ ~ ~ ~ ~ ~ -~ O ~ y~alW~ :~ w n ~os Ns~ w . ~ Q ~ ~ ~ ~ y ~ ~ ~ f!~ tO r a 0 II ~ ~ 11 a r 0 Z = o- ~m ~~~ YI 3w m~ x Z ~ m .~ N v E)(H1BIT G-2.2,1 BOND FUNDED ASSETS FY 2a10 Bond-Funded Projects Airfield Tenminal Parking Cther TaTAI Fire Suppression System 3,026 3,026 Rlvll, TIUV, Aprons 14,130 14,730 CIC, Security, Bag Claim 74,8 74,368 Rental Car Lot 77,702 17,702 Landscaping 26,855 26,855 Commercial Ramp 126,697 126,697 Main Parking Lo# 597,248 597,248 Ramp Space 115,348 115,348 Terminal Building Improvements 829,566 829,566 TIVV and RIVV 13131 244,093 244,093 Security Fencing 8,269 8,269 Airport Master Plan 19,000 11,Q04 11,000 11,575 44,575 G.A. Apron 246,523 206,523 RNU 17-35 19,454 19,454 Airport Energy Conservation 5,OOD 5,040 Concourse and Holdrnom 565,452 565,052 Ticket Wing Expansion 1,263,025 1,263,025 Landscaping Study 39,787 39,787 Terminal Air Conditioning 18,865 18,865 Graphics 113,500 113,500 Terminal RoofIHVAC 1,036,245 1,036,245 RIW 17135 229,683 229,683 TOTAL FY1981.87 653,926 3,916,581 608,248 480,816 5,659,571 GFR Vehicle 47,893 47,893 Signage and landscaping 22,277 22,277 Airport Entrance Sign 52,632 52,632 TOTAL FY1988 47,893 0 0 52,632 10D,525 Reconstruct Fire Eqpt. 17,209 17,209 ARFF Vehicle 28,116 28,116 Parking Lot 97,540 97,544 Runway 17-35 142,464 942,460 T1W Rehab for R1W 13131 117,661 117,667 Signage and Landscaping 301,752 301,752 TOTAL FY1989 305,452 D 97,540 3D1,752 7D4,744 Master Plan 10,098 10,096 Land Acquisition 925,954 125,954 TOTAL FY1991 0 D D 136,052 136,052 Terminal Interior 34,916 34,916 Teminal Expansion 1,325,416 1,325,416 Tem~inal AIC for Concourse 39,405 39,005 Tower HVAC 1,684 1,684 Tem~inal Concourse & Holdroom 391,914 391,914 Service Center Roo#1HVACICanopy 913,612 913,612 TIW J & Gommercial Apron 293,192 293,992 TOTAL FY1991 293,192 2,706,547 0 0 2,989,139 Taxiway Rehab 13-39 233,336 233,336 Taxiway J Comm Apron 33,297 33,297 TOTAL FY1993 268,633 0 0 D 266,633 7/71009 l2:Ot PM Final EXHIBIT G-1.1.1 BOND FUNDED ASSETS FY ZQQ$ Bond-Funded Projects Airfield Terminal Parking Other TOTAL ParkinglRevenue Control System 17,714 17,714 Parking Lot Improvemen#s 19,fi81 19,fi81 FencinglAccess Control 99,4fi6 ~~'~ G.A. Apron Ext. Fillet Widening 156,151 156,151 Gen Avn ApronlTaxiway Ltg 179,924 179,924 BoilerlCooler Tower Replacement 2T,17fi 27,176 TOTAL FY1994 99,466 27,176 37,395 336,075 500,112 Terminal Renovation-Roof 1fi1,419 151,419 AIF Drainage Imp., Securi~ Perimeter Rd. . -1fi4,7o0 1fi4,100 TOTAL FY1995 164,700 16'1,419 0 0 326,119 BoilerlCooler Tower Replacement Terminal Relocate Airline Terminal Elec RmlDoor Repl 2fi,Og8 2fi,098 1 fi8,7fi5 1 fi8,755 8,fi46 8,646 TOTAL FY199T 4 203,509 0 0 203,509 Emergency Generator 181,252 - - 181,252 Electrical ImprovementslSweeperlLift 19 7,fi97 - - - 7,697 TOTAL FY1998 7,697 '181,251 - 188,949 Terminal Space Study Plan ~ - - - 58,fi18 - - 58,fi18 ~~, TOTAL FYZ001 - 58,518 - - 58,818 ARFF Vehicle 59,8?1 59,871 West Apron Improvements 15,fi5fi 15,fi5fi Parking and Roadway Improvements 15,340 1fi,430 31,770 Terminal Improvements - 2,502,745 - - 2,502,745 TOTAL FY2~1 75,511 2,502,745 15,340 18,430 2,610,042 Terminal Improvements - 2,75B,322 - - 2,75fi,322 Parking and Roadway Improvements _ _-- 3,187,159 1,98fi,983 _ -_ 5,174,142 ., -~.._ TOTAL FY1003 - 1,756,322 3,187,159 1,986,983 7,939,484 Terminal Improvements - 2,790,575 - - 2,790,575 Parking and Roadway Improvements - - 420,275 541,349 961,fi24 TOTAL FY2004 - 2,790,575 420,275 541,349 3,752,199 Terminal Improvements - 955,923 - - 955,923 Parking and Roadway Improvements - - 1,242,519 (21,281 1,221,238 TOTAL FY1005 - 955,923 1,242,519 (21,281 y 2,177,161 Terminal Improvements Parking and Roadway improvements TOTAL FY2006 Terminal improvements Parking and Roadway Improvements TOTAL FY1007 Estimate BOND-FUNDED PROJECTS FY19$1-2003 °6 Distribution 328,829 fi9,fifi4 292,522 328,829 362,186 328,819 69,654 292,521 591,D15 228,077 228,077 21,092 159,228 180,320 228,077 21,092 159,118 408,397 1,914,486 16,817,573 5,699,23? 4,282,551 28,713,848 6.796 58.696 19.896 14.996 100.096 717/2009 12:01 PM ~'~ EXHIBIT G-Z.2 ALL~CATIQN DF DEBT SERVICE FY 10 °/° of Dlstrlbution of Bond-funded ALLQCATION GF ANNUAL Assets by Amount of DEBT SERVICE Cost Center Debt Service 754,45D CDST CENTER Ai~ield fi.7°l° 59,3D3 Terming! 58.fi°/° 441,878 Parking 19.8°/° 149,746 ether 14.9°/° 112,523 Total ~ 00.0°/a 154,450 Source Exhibit G-Z.2.1 7/7/2009 11:57 AM Final EXHIBIT G~ Rates and Charges Siena#o~y Terminal .Rent TE MINA RENTAL RATS ~ er s re --~~ -I IIrI ^11 111 ICI^-tl-I FY 2009-201 v ~o t Class 1 space-- ATOIHvidroom $50.00 Class 2space--Operations Area $45.00 Class 3 spacre--Cargo Facili~ $31.51 Class 4 spaceFencedl4pen Area $12.50 TEIrtiNINAL RENTAL RATES tiler square FY 2010-2011 Class 1 space ATOIHoldroom $50.62 Class 2 spaceOperations Area $45.57 Class 3 spar-Cargo Faali~ $31.98 Class 4 spaceFencedlOpen Area $12.6fi T~,N 4~_L RENTAL RATES Viper $QUar+e FY 2011-2012 Class 1 space-~- ATO1Holdroom $51.38 Class 2 space--Qperations Area $46.25 Class 3space--Cargo Faality $38.55 Class 4 spaceFencedlapen Area $12.85 TERMYNAI. RENTAL RATES ~Qer square FY 2012-2013 Class 1 space ATO1Holdroom $52.15 Class 2 spaceOperations Area $46.94 Class 3 spaces-Cargo Faali~ $39.12 Class 4 space--FencedlQpen Area $13.04 TERMINAL RENTAL RATES I -,,,r square FY 2013-2014 of Class 1 space-- ATOIHoldroom $52.94 Class 2space--Operations Area $47.65 Glass 3space--Cargo Facllrty $39.71 Class 4 space--FencedlOpen Area $13.24 Common. Use Charoa$ 2009-10 Square footage 6,043 square feet 2ao9-~ 0 Rate $50.00 per square foot Terminal security costs ~300,~50 *To be recovered by 24180 Joint Use formula based on enplaned passengers 6? Landing Fee 24x9-10 Airfield casts $2,244,321 Less: Airfield credit $1,352,415 Net Allowable Costs $881,845 Landing Area a~ 70°~ 817,292 Projected landed weight 464,129 204910 Landing Fee $1.33 Signatory Apron Charge 2049.10 Apron Charge per Preferential Posi#ion $56,955 *Based on fine gates Per Turn Charge 2049-14 Per Turn Charge $250 *Annual minimum annual guarantee for AIRLINE operating under this Agreement and direcfiy leasing Exclusive Use, Preferential Use, or Joint Use space is equal to the fixed twenty percent X20°~~ Joint Use fxed charge paid by each Signatory Airline. 2409-2010 Annual Minimum: $39,451 2009-10 Sionato ;, Gate Use lee $158.38 240910 Federal Inspec#ieon Services Fee_ ~F~ $2.51 per passenger 68 EXHIBIT G-4 CALCULATIGN GF NET REVENUE DISTRIBUTIGN AND CAPITAL RESERVE APPR~PRIATIQN FY 10 Source Exhibit G-1-1 Revenues Account Descri tion Cargo Facility Rental Agricultural leases Rent -commercial non-aviation Airport Badging Fees TSA Buildout Fee Parking Lot Covered Parking Premium Parking fnes Airport Rent-a-car parking Rent-a-car Security Fee Ground transportation Other revenue Interest on investments Gil and gas leases Qil and gas leases Transfer from Stores Fund AIRI Finance Charges TOTAL Aviation Department Revenues Less Parking and Other Requirements Net Revenue Distribution to: Aviation Capita! Reserve Fund Am 19,404 81,005 79,205 12, 000 0 19fi,515 604,440 900 43,680 190,000 111,500 1,zoa ~o, o00 102,fi00 1z,9so 0 0 $ 1,531,469 ~ 1,683,425} ~ (157,956) 7/7/2009 12:20 PM Final