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Res 2255 12/5/1978 r RESOLUTION NO. RESOLUTION APPROVING AGREEMENT AND LEASE OF PREMISES AT WICHITA FALLS MUNICIPAL AIRPORT WITH TEXAS INTERNATIONAL AIRLINES, INC. BE IT RESOLVED BY THE BOARD OF ALDERMEN OF THE CITY OF WICHITA FALLS, TEXAS, THAT: That certain agreement and lease of premises at Wichita Falls Municipal Airport, a copy of which is attached hereto, between the City of Wichita Falls and Texas International Airlines , Inc. , is hereby approved, and the City Manager is authorized to execute the same for the City of Wichita Falls. PASSED AND APPROVED this the 5th day of December, 1978. M A Y O R ATTEST: City Clerk 'AGREEMENT AND LEASE OF PREMISES AT SHEPPARD AIR FORCE BASE/WICHITA FALLS MUNICIPAL AIR TERMINAL THIS AGREEMENT, made and entered into as of the 1st day of October, 1978 by and between the City of Wichita Falls, a. municipal corporation of the State of Texas (hereinafter referred to as the "City'), and Texas International Airlines, Inc. , a corp- oration organized and existing under the laws of the State of Delaware (hereinafter re- ferred to as the "Airline"). WITNESSETH: WHEREAS, the United States Air Force owns and operates an airport known a.s Sheppard Air Force Base located in the County of Wichita, State of Texas (which airport and any additions or improvements thereto or changes therein which the United States Air Force hereafter makes or authorizes are hereinafter collectively called "Air Force Base"), the Air Force Base being shown in Exhibit A attached hereto and made a part hereof; and WHEREAS, the City leases a tract of land on the Air Force Base on which are located a civil air terminal, ramp and supporting hangars (which tract and any additions or improvements thereto or changes which the City hereafter makes or authorizes are hereinafter collectively called the "Civil Terminal'), the Civil Terminal being shown in Exhibit B attached hereto and made a part hereof; and WHEREAS, the City has entered into an Agreement with the United States Air Force which permits upon specified terms and under specified conditions the use by civil aircraft of the Flying Field and necessary appurtenances at the Air Force Base (which flying field and any addition or improvements thereto or changes therein which the United States Air Force hereafter makes or authorizes are hereinafter collectively called the "Flying Field"), the Flying Field being shown in Exhibit A; and WHEREAS, the Airline is engaged in the business of air transportation with respect to persons, property, cargo and mail; and WHEREAS, the parties hereto desire to enter into an agreement for the use of premises and facilities on said Flying Field and into an Agreement for the lease and use of premises and facilities in the Civil Terminal, which shall be fully subject to and subordinate -1- to the 1959 Lease Agreement between the Secretary of the Air Force and the City of Wichita Falls; NOW, THEREFORE, the parties hereto, for and in consideration of rents, coven,,'.nts and agreements contained herein, agree as follows: ARTICLE I - PREMISES City does hereby demise and let unto Airline, and Airline does hereby hire and t,,1ce from City, the following premises and facilities, rights, licenses and privileges on and in connection with the property and improvements specified as said Flying Field and Civil Terminal, as more particularly hereinafter set forth: (A) Use of Flying Field and Civil Terminal Areas. The use, as authorized by that certain "Department of the Air Force Lease of Property on Sheppard Air Force Base, Texas" between the Secretary of the Air Force and the City of Wichita Falls, Texas, effec- tive 15 May 1959 and designated Contract DA-41-443-eng-5551,which is incorporated herein by reference, in common with others authorized so to do, of said Flying Field and Civil Terminal, the same being more particularly described hn Exhibit A and Exhibit B attached hereto, respectively, together with all facilities, improvements, equipment, and services which have been or may have been or may hereafter be provided at or in connection with said Flying Field and Civil Terminal from time to time, including without limiting the gen- erality hereof the landing field, runways, aprons, taxiways, sewerage and water facilities, flood lights, landing lights, control tower, signals, radio aids, and all other conveniences for flying, landings and takeoffs of aircraft of Airline, which use shall consist of: (1) The operation of a transportation system by aircraft for the carriage of persons, property and mail (hereinafter referred to as "air transportation'); (2) The repairing, maintaining, conditioning, servicing and parking of air- craft or other equipment of Airline, and of any other scheduled air transport operator (except as to storage and fueling) as an accommodation and not as an independent business, similar to arrangements of a generally reciprocal nature tinder which airlines accommodate each other at various airports; (3) The training at the Flying Field and Civil Terminal of personnel in the employ of or to be employed by Airline, and the testing of aircraft and other equipment, it being understood that such training and testing shall be incident to the operation by Air- line of its air transportation system; -2- (4) The sale, disposal or exchange of Airline's aircraft, engines, a.ccessorie�, gasoline, oil; grease, lubricants and other equipment or other fuel or supplies, provided that such right shall not be construed as authorizing the conduct of a separate business by, Airline, but to permit Airline to perform such function as an incident to ,its operation of an air transportation system, and specifically, but without limitation, to permit the sale or disposal of any article or goods used by, or bought for use by, the Airline in connection with its operation of an air transportation system and provided that the Airline may not sell gasoline, fuel, greases and other lubricants except to any subsidiary or affiliated company or except when the same are of a particular grade desired by others and not otherwise available (except from other air transport operators) at said Flying Field or Civil Terminal; (5) The servicing by Airline or others of Airline's aircraft and other equip- ment, by truck or otherwise, with gasoline, oil, greases, and other fuel or other supplies required by Airline; such right to include (upon Airline's exercise of the option specified in subsection (H) of this Article), without limiting the generality hereof, the right, to install and maintain on said Civil Terminal area adequate storage facilities for such gasoline, oil, greases and other fuel or supplies either underground or onthe surface, together with the necessary pipes, pumps, motors, filters and other appurtenance incidental to the use thereof; (6) The landing, taking-off, parking, loading and unloading of Airline's air- craft or other equipment; (7) The right to load and unload persons, property and mail at said Civil Terminal by such motor cars, busses, trucks or other means of conveyance as Airline may desire or require in the operation of its air transportation system, with the right to designate the particular carrier or carriers who shall or may transport said persons, property and mail to and from the Civil Terminal; provided, however, that such carrier or carriers may be required by City to comply with rules and regulations of City and to pay to City such fees as are provided for in Article IV hereof; and provided further that the foregoing shall not be construed as imposing upon City any obligation other than the grant- ing of such right; (8) The right to install, maintain and operate, in any space leased for its exclusive use, a cafeteria or restaurant, or other food and beverage-preparing and -3- dispensing establishment, and the right to cools, prepare and serve therein foods and beverages for consumption and use by Airline's employees and passengers and guests on its aircraft operating from said Flying Field and Civil Terminal, and to do any and all things necessary required or convenient in connection therewith; provided that nothing in this paragraph contained shall be construed as giving Airline the right to operate a public cafeteria or restaurant; (9) The right to install and operate advertising sighs on the leased premises,! the general type, size and design of such signs to be subject to the approval of City's Airport Manager, such approval not to be unreasonably wi.tl-lield; (10) The right to install, maintain and operate such radio, communications, meteorological and aerial navigation equipment and facilities in, on and about the premises herein leased as may be necessary or convenient in the opinion of the Airline for its opera- tions, subject to the approval of the City's Airport Manager, such approval not to be un- reasonably withheld; (11) The conduct of any other business or operation reasonably necessary to the proper conduct and operation by Airline of an air transportation system for the carriage of persons, property and mail by aircraft in domestic or foreign commerce; (12) The rights and privileges granted Airline under this Article I with respect to the performance of ground services and activities in connection with its air transportation operations at the Flying Field and Civil Terminal may be exercised by Airline for and on behalf of any other air transportation company or companies authorized by City to use the Flying Field or Civil Terminal or for and on behalf of Airline by such other company or companies or by an airport terminal corporation or an airline service corporation. With- out limitation, such rights and privileges shall be deemed to include all activities incidental to the handling of reservations, the ticketing of passengers, the receipt, dispatch, loading, unloading and storage of passengers and their baggage, property, cargo and mail, and all ramp, repair, maintenance, storage, fueling and dispatching services incidental to the operation of aircraft at the Flying Field and Civil Terminal. Without limitation, such rights and privileges shall be deemed to include all aircraft operated by, as well as owned by Airline. (B) Space in Passenger Terminal Building. The exclusive use of 1,353 square feet of space in the Passenger Terminal Building of Civil Terminal Area, as shown on -4- Exhibit C attached hereto and made a part hereof, for such uses as Airline may desire to make thereof in connection with or incidental to its operation of an air transportation system, such uses to include, without limiting the generality hereof, the sale of tickets, manifesting of passengers, handling of mail, baggage and cargo, and the operation of a. general traffic, operations and communications office. (C) Baggage Claim Space in Passenger Terminal Building, The use, in common with other scheduled airlines serving Wichita Falls, of approximately 650 square' feet of space designated as "Baggage Claim" area on Exhibit C attached hereto. It is anticipated that the Baggage Claim area will be enlarged during the term of this lease; in that event, Airline will have the use, in common with other scheduled airlines, of the enlarged Baggage Claim area.. (D) Security Holding Room in Passenger Terminal Building. The use, in common with other scheduled airlines which are required by the Federal Aviation Admin- istration to furnish security screening of its passengers of approximately 800 square feet of space designated as "Security Holding Room" area. on Exhibit C attached hereto. (E) Space in Freight Building. The use of approximately 725 square feet of space within said building as shown on Exhibit D attached hereto. Airline shall be auth- orized- to provide a fenced area, within its authorized spa.ce; however, Airline understands and agrees that vehicular and pedestrian access will be provided to users of such Freight Building. Plans and specifications for such fencing as Airline shall desire to erect shall be subject to the approval of the Airport Manager, which approval shall not be unreasonably withheld. (F) Public Space in Passenger Terminal Building. The use by Airline, its employees, passengers, guests, patrons and invitees, in common with others, of all public space in said Passenger Terminal Building and all additional public space which may hereafter be made available in said Passenger Terminal Building, including, without limit- ing the generality hereof, its lobby, waiting room,hallways, restrooms, and other public and passenger conveniences. (G) Parking Space. The use by Airline and its employees, passengers, guests, patrons and invitees, in common with others, of an adequate vehicular parking space located as near as possible to the Passenger Terminal Building. A reasonable charge may be made for the use of such parking space. -5- (H) Aviation Fuel Storage Facilities. The option at any time during the term hereof, on thirty (30) days' written notice to City to lease the exclusive use of sufficient ground space for the installation of tanks and equipment to store, load and unload Airlines's r - quirements of gasoline or fuel. Said ground space shall be located on said Civil Terminal, the exact location thereof to be determined by mutual agreement of City and Airline at the time of exercise of option, or, if Airline so elects, it may utilize storage fa.cilties located off said Civil Terminal. City agrees to grant to Airline such rights of way and easement8 as may be necessary for the installation of underground pipes from Airline's storage faci-- lities on Civil Terminal to unloading facilities. (I) Right of Access, Ingress and Egress. The full, free and unrestricted access and ingress to and egress from the premises outlined in (A) through (H) above, for Air- line, its employees, passengers, guests, patrons, invitees, suppliers of materials and furnishers of service, its or their aircraft, equipment, vehicles, machinery and other property. (Except, however, a, reasonable charge may be made for the use of such parking space.) ARTICLE II - TERM Airline shall have and hold said peemises, facilities, rights, licenses and privileges set forth in Paragraphs (A) through (I) of Article I for a. term of two (2) years, beginning October 1, 1978 and ending September 30, 1980. ARTICLE III LANDING FEES PASSENGER TERMINAL AND FREIGHT BUILDING RENTALS i During the two lease years, from October 1, 1978 through September 30, 1980, pay- ments, fees and charges for the use of all of the premises, facilities, rights, licenses, services and privileges granted hereunder, except those for which payments are otherwise specifically provided in this Agreement, shall be combined in and represented by a landing fee, pass- enger terminal and freight building rentals and public address system rental, as hereinafter set out in this Article III. The payments, fees and charges, except for the landing fee will remain constant throughout the term of the lease. Landing fees in the ensuing year beginning October 1, 1979 shall be adjusted upward by eight percent (8.0%) and said adjust- ment shall apply to only that portion of the landing fee associated with the FAA certified maximum gross landing weight of said aircraft. The $1.83 portion of the landing fee will -G- remain constant throughout the term of this lease unless that figure is increased by the U.S. Government. (A) Landing Fee. For each and every revenue aircraft arrival at the Flying Field during the first year of this lease, Airline agrees to pay City a landing fee ' of an amount equal to $1.83 per landing plus ten and one-half cents ($0.105) per thousand pounds (1,000 lbs.) of Federal Aviation Administration approved maximum gross landing; weight of such aircraft as certified to the City by each carrier. (For the second year of the lease the 8.0% increase mentioned above will apply). The term "revenue aircraft arrival" as used herein shall mean any aircraft arrival for which the Airline has received or made a monetary fee or charge, including, without limitation, scheduled trips and charter, sightseeing and other trips for which revenue is received, but excluding, without: limitation, ferry, test, courtesy, inspection or other trips for which no monetary fee or charge is received and arrivals of aircraft which are forced to land at the Flying Field because of meteorological conditions, mechanical or operating causes or for a. similar emergency or precautionary reason. The term "approved maximum gross landing weight" for any aircraft as used herein shall be the maximum gross landing weight approved by the Federal Aviation Administration for landing such aircraft. The Landing Fee provided for in this Article III (A) shall be subject to an adjust- ment upward or downward if requested by City in writing, at any time that the United States terminates use of Sheppard Air Force Base as a military installation, as provided for in Section 25g of Contract DA-41-443-eng-5551. In such event, the parties agree to attempt, in good faith and immediately, to reach an agreement as to the landing fee to be paid by Airline effective from and after the date City assumes responsibility for control and maintenance of the landing areas, runways and taxiways and necessary appurtenances. Ili the event the parties are unable to reach such agreement within sixty (60) days from the date of receipt by Airline of City's request for renegotiation, the present fee shall continue in effect, or City may cancel and terminate this Agreement by thirty (30) days written notice to Airline. (B) Passenger Terminal Building and Freight Building Rental, Airline will pay the City a monthly rental for the spaces in the Passenger Terminal Building and Freight Building leased pursuant to Article I (B), (C), (D) and (E) and desiglia.ted on Exhibits C and D as ticket counter, office, storage, security holding room, baggage room, baggage claim and freight space; and for use of the public address system. City will supply heat., lights and electricity to all such spaces, and will supply air conditioning, lamps and janitor service to Airline's lease space within the Passenger Terminal Building, at no cost to Airline. The rental will be charged according to the following schedule: Office and Ticket Counter Space: 1,353 square feet at $9.35 per square foot per annum, being $12,650. 55 per year, or $1,054.21 per month. Baggage Claim Area: For Airlines prorated share of 650 square feet in the area at the rate of $4.17 per square foot per annum, the proper share to be prorated as follows: shall be apportioned among all using airlines so that each pays the proportion thereof which the number of its passengers enplaning at the airport during each calendar month bears to the total number of enplaning passengers on all said air- lines during each calendar month. At such time as the baggage claim area is enlarged and operational, rental on the enlarged area (approximately 1,280 S. F.) will continue at the same rate per square foot and shall be prorated on the same formula.. Freight Building Space: 725 square feet at $3.99 per square foot per annum, being $2,892. 75 per year, or $241.06 per month. Security Holding Room: For the Airlines prorated share of 800 square feet, at the rate of $4.17 per square foot per annum, the proper share to be pro- rated as follows: the total monthly charge shall be apportioned among all airlines using such security holding room so that each pays the proportion thereof which the number of its passengers enplaning at the airport during each calendar month bears to the total number of enplaning passengers on all said airlines using the security holding room during each calendar month. Public Address System: $360.00 per year, being $30.00 per month. (C) Statements and Payments . Airline shall, within five (5) days following the end -8- of each month, submit to City a report of the numbers of Airline's revenue aircraft land- ings during such month asoutlined a g g g above at the Flying Field, and City shall, following receipt of Airline's statement, transmit to Airline an invoice for fees, rentals and charge:3 incurred by Airline during said month as above provided. The foregoing payments shall be made on or before the 20th day of each calendar month next succeeding that for which payment is being made; provided, that in no case will said amount be payable until fifteen (15) days after receipt by Airline of a. written in voice therefor from City. Anything herein to the contrary notwithstanding, in the event that Airline's operations at the Airport are suspended during the term hereof because of or related to acts of war, civil commotion, insurrection, riot, fire, flood, accident, storm, acts of God, breakage or failure of machinery or equipment, inability to obtain fuel, mat- erial or equipment, or the authority to use the same, orders, rulings, regulations or re- strictions of governmental, judicial or administrative authority, strikes, labor slowdowns or disputes, or any other cause (whether similar or dissimilar) beyond the reasonable control of Airline, then during such periods of suspension, the following shall be applic- able: (1) The payment of all fees and charges shall be suspended during such period but such fees and charges shall accrue and become payable thirty (30) days after the term- ination of such period of suspension. (2) The provision set out above relating to the use of revenue aircraft arrivals to compute a Landing Fee will be applicable, and Airline shall be required to pay a Landing Fee computed as set forth in Article III A, Landing Fee, above based upon the actual landings completed during such period. All unpaid monies due the City hereunder shall bear a. service charge of one and one half percent (1 1/2%) per month if same is not paid and received by City as pro- vided above. Airline shall pay and discharge all costs and expenses, including attorneys fees, incurred or expended by City in collection of said delinquent amounts due. ARTICLE IV - OTHER CHARGES OR FEES It is agreed that no charges, fees or tolls, other than herein expressly provided for, shall be charged or collected from Airline by City of any other person, firm or corporation presently or in the future having any interest in said Civil Terminal or any part thereof (except fixed base operators, operating under contract with City, may charge -9- for storage, gasoline, fuel or services ordered from them by Airline); provided, however, that City may levy a. reasonable charge against any taxi, limousine or other company or operator carrying passengers to and/or from said Civil Terminal other than transportation paid for by Airline as the result of cancelled or interrupted flights. ARTICLE V - RIGHT TO LEASE PROPERTY City represents that it has the right, power and authority to enter into this agree went with respect to said property specified herein as the Flying Field and Civil Terminal, together with all the facilities, rights, licenses and privileges herein granted. ARTICLE VI - RIGHT TO PURCHASE SUPPLIES AND MATERIALS Airline shall have the full right of purchasing at, said Civil Terminal its require- ments of gasoline, fuel, lubricating oil, grease or any other materials or supplies from ally person or company of its choice, and no charges, fees or tolls of any kind except as herein expressly set forth shall be charged by City (or any other person, firm or corporation pre- sently or in the future having any interest in said Civil Terminal or any part thereof) against Airline or its suppliers for the privilege of using, storing, withdrawing, handling, consuming or transporting the same to, from or on said Civil Terminal. ARTICLE VII - l\LAINTENANCE AND OPERATION OF AIRPORT City agrees that it will maintain the said Civil Terminal and appurtenances in such manner as to comply with all appropriate local, State and Federal regulatory authorities having jurisdiction thereof, and so that they are suitable and adequate for Airline's operations. City agrees during the term of this Agreement to maintain and operate and to keep in good repair said Civil Terminal, including Passenger Terminal Building and the appur- tenances, facilities and services now or hereafter connected therewith, including, without limiting the generality of the foregoing, all appurtenances and facilities which the City has agreed hereunder to furnish or supply, and to keep said Civil Terminal free from obstruc- tions for the safe, convenient and proper use thereof by Airline. It is expressly understood that the City will keep the public space in the Passenger Terminal Building attractively furnished, and will provide and supply, with respect to said building, adequate light, water and electric power for the public space and Airline's exclus- ive space therein and adequate heat and air conditioning sufficient to keep the Passenger -10- Terminal Building at all times at a. reasonably comfortable temperature, and will keep the said public spaces at all times, , clean, neat, orderly, sanitary and prescatable. ARTICLE VHI - RESTAURANT The City covenants and agrees to use its best efforts to provide in the Passenger Terminal Building a. suitable restaurant which shall serve good food at reasonable prices acid shall remain open during the term hereof such hours each day as to be reasonably available to Airline's passengers and employees. The City agrees to give. due consideration to any suggestions or complaints of Airline with respect to said restaurant, and, if reasonably possible, to change the concessionaire within a reasonable time after written demand of a majority of the scheduled air transportation airlines if such written demand is based on good and sufficient cause. ARTICLE IX - BUIL=G AND INIPROVEMENTS BY AIRLINE The Airline may at its own cost and expense erect on or install in the Aviation Fuel Storage Premises, or any other space vh ich is or may be exclusively leased to the Airline hereunder, any buildings, structures or facilities, including but not limited to, storage tanks or equipment above or under gm und, that it shall determine to be necessary for use in connection with its air transport operations, provided that any building or struc- ture erected shall conform insofa.r as practical to the general exterior architectural design of the Passenger Terminal Premises then in use on said Civil Terminal, and provided further that plans and specifications for any such building, structure or facility shall be subject to approval by City, such approval not to be unreasonably withheld. No restrictions shall be placed on the Airline as to the architects, builders or contractors who shall be employed by it in connection with the erection or installation of any such building, structure or facility and the City shall provide free ingress and egress to and from the said spaces for any person or material or thing connected with such erection or installation. Any such building, structure or facility erected or installed by Airline shall not become a part of the land on which it is erected but shall be and remain the property of Airline, except as may be otherwise agreed in writing between City and Airline prior to the erection or installation thereof. Airline shall not make or permit any additions, improvements or alterations to the area leased to it in the Passenger Terminal Building and Freight Building without prior written consent of City, such consent not to be unreasonably withheld. Any such additions, -11- improvements or alterations made with consent of City shall be solely at the expense of Airline and, unless such consent specifically provides that title to the addition or improve- went so made shall vest in Airline, title thereto shall at all times remain in City and such additions or improvements shall be subject to all terms and conditions of this instrument. ' ARTICLE X OPTION T EASE ADDITIONAL SPACE O L The Airline shall have the right and option at any time and from time to time during the term hereof to lease any additional space or parcels of land at the Civil Terminal not necessary to the operation of the Flying Field and Civil Terminal and at the time not leased to others, whether such space or parcels of land are adjacent to any space leased or otherwise, for the exclusive use of Airline, upon the terms and conditions' set forth herein and at a rental mutually agreed upon by City and Airline, which rental shall be uniform, non-discriminatory and at the rate then currently effective for the same or similar type of space or parcels of land on the Airport; provided that any such additional space or parcels of land shall be at locations appropriate for the purpose intended and fitting in with the master plan of the Flying Field and Civil Terminal. ARTICLE XI - RULES AND REGULATIONS Airline covenants and agrees to observe and obey all reasonable rules and regula- tions now in effect and which may from time to time during the term hereof be promulgated and enforced by City for the conduct and operation of the Flying Field and Civil Terminal; provided that such rules and regulations shall be consistent with the safety and with rules, regulations and orders of the Federal Aviation Administration with respect to aircraft operations at the Flying Field and Civil Terminal; and provided further that such rules and regulations shall not be inconsistent with the provisions of this Agreement or the pro- cedures prescribed or approved from time to time by the Federal Aviation Administration with respect to the operation of Airline's aircraft at the Flying Field and Civil Terminal,, ARTICLE XII - DAMAGE OR DESTRUCTION OF BUILDING . If any building in which Airline occupies exclusive space hereunder shall be part-, ially damaged by fire or other casualty but not rendered untenantable, the same shall be repaired with due diligence by the City at its own cost and expense. If the damage shall be so extensive as to render the premises untenantable but capable of being repaired in -12- thirty (30) days, the same shall be repaired with due diligence by the City at its own cost and expense, and the rent payable hereunder with respect to the Airline's exclusive space and the services therewith shall be proportionately paid up to the time of such damage and shall thenceforth cease until such time as the premises shall be in order. In case said building is completely destroyed by fire or other casualty or so damaged that it will remain untenantable for more than thirty (30) days, or in case it does so remain untenantable for more than thirty (30) days, then either (1) the City may repair or reconstruct said building with due diligence and the rent payable hereunder with respect to Airline's exclusive space and the services therewith in said building shall be proportionately paid up to the time of such damage or destruction and shall thenceforth cease until such time as the premises shall be put in order; or (2) if City has not begun and prosecuted such repair or reconstruction with due diligence within sixty (60) days after the time of such damage or destruction, Airline may give City notice of its intention to cancel this lease or to cancel such part of this lease as relates only to said building, in which case this lease or such part of this lease as relates only to the said building shall forthwith cease and terminate. ARTICLE XIII - CANCELLATION BY CITY In the event that Airline shall file a voluntary petition in bankruptcy or that pro- ceedings in bankruptcy shall be instituted against it and Airline is thereafter adjudicated bankrupt pursuant to such proceedings, or that the Court shall take jurisdiction of Airline and its assets pursuant to proceedings brought under the provisions of any Federal reorgani- zation act, or that a receiver of Airline's assets shall be appointed, or that Airline shall be divested of its estate herein by other operation of law, City may declare this lease term- inated, and the term hereby demised shall thereupon cease. In the event Airline shall fail to perform, keep and observe any of the terms, covenants or conditions herein contained on the part of Airline to be performed, kept or observed, City may give Airline notice in writing to correct such condition or cure such default, and, if such condition or default shall continue for thirty (30) days after the receipt of such notice by the Airline, City may declare this lease terminated, and the term hereby demised shall thereupon cease. The acceptance of rental by City for any period or periods after a default of any -13- of the terms, covenants or conditions herein contained to be performed, kept and observed by Airline shall not be deemed a waiver of any right onthe part of City to cancel this lea:;e, for failure by Airline so to perform, keep or observe any of the terms, covenants or con(i- tions hereof to be performed, kept and observed. No waiver of default by City of any cf the terms, covenants or conditions hereof to be performed, kept and observed by Airline shall be construed to be or act as a waiver of any subsequent default of any of the terms, covenants and.conditions herein contained to be performed, kept and observed by Airline. City may also terminate this lease by written notice to Airline in the event of the assumption by the United States Government or any authorized agency thereof of the operation, control or use of said Flying Field, Civil Terminal and facilities or any sub- stantial part or, parts thereof in such manner as to prevent the City, for a period of at least ninety (90) days, from performance of its obligations under the terms, covenants and conditions hereof to be performed, kept and observed by City. Issuance by any Court of competent jurisdiction of an injunction in any way prevent.- ' ing or restraining the use of said Flying Field or Civil Terminal or any part thereof for Airport purposes, and the remaining in force of such injunction for a. period of at least fifteen (15) days, shall authorize City to suspend such lease on written notice to Airline, for the period of such injunction, provided that all fees and charges due hereunder shall abate for such period. ARTICLE XIV - CANCELLATION BY AIRLINE LI1�T I E Airline, in addition to any right of cancellation or any other right herein given to Airline, may cancel this Agreement, in whole or only insofar as it relates to any building, and terminate all or any of its obligations hereunder at any time, by thirty (30) days' notice to City, upon or after the happening of any one of the following events. (A) The failure or refusal of the Federal Aviation Administration to continue to grant Airline the right to operate into and from said Flying Field and Civil Terminal; (B) The termination of Airline's obligation or right (imposed by contract or other- wise) to the Federal Government for the carriage of United States air mail to, from or through the Wichita Falls metropolitan area or its environs; (C) The failure or refusal to designate, or the withdrawal of such designation, by the U. S. Postal Service or any other competent governmental authority, of the said Flying; Field and Civil Terminal as the terminal point for the Wichita. Falls metropolitan area. and -14- its environs, for the receiving and dispatching of United States air mail; (D) Any action of the Federal Aviation Administration or the Civil Aeronautics Board or the Texas Aeronautics Commission as it pertains to any individual carrier refusing to permit Airline to operate into, from or through said Flying Field and Civil Terminal skich aircraft as Airline may reasonably desire to operate thereon; (E) The breach by City of any of the covenants or agreements herein contained and the failure of City to remedy such breach for a period of thirty (30) days after receipt of a written notice of the existence of such breach; (F) The inability of Airline to use the Flying held or any of the permises, faci- lities, rights, licenses, services or privileges leased to Airline hereunder for a. period in excess of thirty (30) days because of any law or any other, rule or regulation of any appro- priate governmental authority having jurisdiction over the operations of Airline, or because of war, earthquake or other casualty; (G) The assumption by the United States Government or any authorized agency thereof of the use, maintenance or operation of said Flying Field, Civil Terminal and facilities oi- any substantial part or parts thereof in such manner as to prevent the full use and enjoy- ment by the Airline of its rights under this lease; (H) The erection of any obstacle on or in the vicinity of said Flying Field which would occasion a cancellation of Airline's air carrier operating certificate or similar auth- orization establishing minimum safety standards for the operations of Airline. (I) If by reason of any action or non-action of the Civil Aeronautics Board or other governmental agency having jurisdiction to grant a, certificate of convenience and nec- essity or similar document authorizing the Airline to operate aircraft in or out of the Flying Field and Civil Terminal, whether or not such action is initiated by Airline (includ- ing action in the nature of alteration, amendment, modification, suspension, cancellation or revocation of any such certificate or document in whole or part), the Airline shall cease -,o have authority to operate aircraft in or out of the Flying Field and Civil Terminal pursuant to such certificate or document. (J) Issuance by any Court of competent jurisdiction of an injunction in any way preventing or restraining the use of said Flying Field or Civil Terminal or part thereof for airport purposes, and the remaining in force of such injunction for a period of at least fifteen (15) days, shall authorize Airline to suspend such lease on written notice to City, -15- t for period of such injunction, provided that all fees and charges due hereunder shall abate for such period. (I) If, by reason of any shortage, allocation, or unavailability of jet fuel, it be- comes necessary for Airline to suspend or cancel service, to, through, or from City, a.ad' such suspension or cancellation continues for a period of at least fifteen (15) days, then during such time of suspension or cancellation all obligations hereunder shall be abated =,'il such time as scheduled service resumes. No waiver of default by Airline of any of the terms, covenants or conditions hereof to be performed, kept and.observed by City shall be construed to be or act as a waiver by Airline of any subsequent default of any of the terms, covenants and conditions herein contained to be performed, kept and observed by City. ARTICLE XV - INDEMNITY AND INSURANCE Airline agrees to indemnify and hold City harmless from and against all liability for injuries to persons or damage to property caused by Airline's negligent use or occupancy of the Flying Field and Civil Terminal; provided however, that Airline shall not be liable for any injury, damage or loss occasioned by the negligence of City, its agents or employees; and provided further that City shall give to Airline prompt and timely notice of any claim made or suit instituted which in any way, directly or indirectly, contingently or otherwise, affects or might affect Airline, and Airline shall have the right to compromise and defend the same to the extent of its own interest. Airline shall at all times during the term of this Agreement maintain in force at its sole cost and expense a. policy or policies of insurance which will insure the City, its officers and employees, against liability for injury to or death of any person, or damage b) or loss or destruction of any property arising out of Airline's use or occupancy of the Flying Field and Civil Terminal, except liability arising out of the negligence or willful mis- conduct of City, its officers or employees. Such insurance shall be issued by a responsible insurance company and shall have the following minimum coverage: a. $1,000,000 per occurrence bodily injury liability. b. $1,000,000 per occurrence property damage liability. Said insurance coverage shall remain in full force and effect during the term of this lease shall name City and its officers and employees as additional insureds and shall be primary -16- insurance to the full limits of liability required hereunder. If City, its officers and employees have insurance coverage which also applies to any loss covered by the insurance maintained by Airline, any other insurance shall be excess insurance only, since policy or policies shall be endorsed to recognize and insure the obligation assumed b Airline hereunder. � b Y Airline shall furnish to City a Certificate of Insurance evidencing that the coverage required hereunder is in full force and effect. Said policy of insurance shall contain an endorsement requiring that City be given at least twenty (20) days prior written notice bef(,)re said policy may be cancelled, terminated or materially changed. Airline shall also at its sole cost and expense maintain during the term of this lease all insurance coverage required under the Workmen's Compensation laws of the State of Texas for the benefit of its employees. ARTICLE XVI - COVENANT NOT TO GRANT MORE FAVORABLE TERMS City covenants and agrees that it will not charge a inore favorable rental, fee or charge, or grant more favorable terms to any other air transport operator with respect to the use of said Flying Field or Civil Terminal than this lease, or grant to any other air transport operator rights, privileges or concessions with respect to the said Flying Field or Civil Terminal which are not accorded to the Airline hereunder, unless the same more favorable terms, rights, privileges and concessions are concurrently and automatically made available to the Airline. ARTICLE XVII - QUIET ENJOYMENT City agrees that, on payment of the rent and performance of the covenants and agreements on the part of the Airline to be performed hereunder, Airline shall peaceably have and enjoy the leased premises and all the rights and privileges of said Flying Field and Civil Terminal, its appurtenances and facilities, as herein provided. ARTICLE XVIII - SURRENDER OF POSSESSION Airline agrees to yield and deliver to City possession of the premises leased here- in at the termination of this lease, by expiration or otherwise, or of any renewal or ex- tension hereof, in good condition in accordance with its express obligations hereunder only, except for damage due to reasonable wear and tear, fire and other casualty, and Airline shall have the right at any time during said term, or any renewal or extension thereof, -17- and for one year after the expiration or termination thereof, to remove any buildings, str•<<c- tares or facilities it may erect on or install in the Aviation Fuel Storage Premises or other space exclusively leased hereunder and to remove all fixtures and equipment and other pro- perty installed or placed by it at its expense in, on or about the premises herein leaseO.. and said Flying Field and Civil Terminal, such fixtures and equipment and other property, to include, without limitation, storage tanks, pipes, pumps, wires, poles, machinery and air conditioning equipment; subject, however, to any valid lien which City may have thereon for unpaid rents or fees. ARTICLE XIX - DEFINITION OF TERMS Whenever the terms "Federal Aviation Administration" and "Civil Aeronautics Board" are used in this Agreement, they shall be construed as referring to the Federal Aviation Administration and the Civil Aeronautics Board created by the Federal Government under the Federal Aviation Act of 1958, or to such other agency or agencies of the Federal Government as may from time to time be the successor thereto or be vested with the sarae or similar jurisdiction over the Airline or its business. ARTICLE XX - ASSIGNMENT OF LEASE Airline shall not assign nor transfer this Agreement nor any privileges hereunder and shall not assign nor sublet or mortgage all or any part of the premises leased hereby, whether voluntarily or involuntarily, without the prior written consent of the City, which consent shall not be unreasonably withheld. ARTICLE XXI - NONDISCRIMINATION Airline agrees it will not, on the grounds of race, color, national origin, sex or creed, discriminate or permit discrimination against any person or group of persons in the manner prohibited by Part 15 of the Federal Aviation Regulations. City reserves the right: to take such action as the United States may direct to enforce the provisions of this covenant. ARTICLE XXH - SPONSORS' ASSURANCES This lease Agreement shall be subject to the terms of any sponsors' assurances and agreements required between City and the Federal Aviation Administration or any succ- essor federal agency. -18- ARTICLE XXIH - NON-EXCLUSIVE RIGHTS It is understood and agreed that nothing herein contained shall be construed to grant or authorize the granting to Airline of an exclusive right, other than the exclusive right to use that space in the Passenger Terminal Building and the Freight Building described in Article I (B) and (E). ARTICLE XXIV - CITY AGENT City hereby designates its Airport Manager, as well as its City Manager and such official as he may designate, as its official representative, with the full power to represent City in all dealings with Airline in connection with the premises herein leased. ARTICLE XXV - NOTICES Notices to City provided for herein shall be sufficient if sent by registered or certi- fied mail, postage prepaid, addressed to Airport Manager, Wichita Falls Municipal Airport, Route 4, Box 8, Wichita Falls, Texas, 76301, and notices to Airline, if sent by registered or certified mail, postage prepaid, addressed to Vice President, Properties and Facilities, Texas International Airlines, Inc. , P. O. Box 12788, Houston, Texas, 77017; or to such other respective addresses as the parties may designate in writing from time to time. ARTICLE =VI - DEVELOPMENT OF WICHITA FALLS MUNICIPAL AIRPORT City reserves the right to further develop or improve the Civil Terminal as it see: fit. If the physical development of the Civil Terminal requires the relocation of Airline, City agrees to provide a comparable location and agrees to relocate all buildings or pro- vide similar facilities for Airline at no cost to Airline. ARTICLE XXVII - HEADINGS The article and paragraph headings are inserted only as a. matter of convenience and for reference and in no way define, limit or describe the scope or intent of any pro- visions of this lease. ARTICLE XXVIII - INVALID PROVISION It is further expressly understood and agreed by and between the parties hereto that in the event any covenant, condition or provision herein contained is held to be invalid by -19- any court of competent jurisdiction, the invalidity of any such covenant, condition or pro- vision shall in no way affect any other covenants, conditions or provisions herein contxm6d; provided however that the invalidity of any such covenant, condition or provision does not` materially prejudice either City or the Airline in their respective rights and obligations contained in the valid covenants, conditions or provisions in this Agreement. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the day and year first above written. CITY OF WICHITA FALLS By: Gerald G. Fox, City Manager ATTEST: City Clerk Approved as to form: City Attorney TEXAS INTERNATIONAL AIRLINES, INC. BY: Vice President Properties & Fuel Management ATTEST: Asst. 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