Res 1683 7/8/19751
RESOLUTION NO. /'/.
RESOLUTION APPROVING AGREEMENT WITH
CONTINENTAL AIR LINES, INC. FOR USE
OF FACILITIES AT WICHITA FALLS MUN-
ICIPAL AIRPORT.
BE IT RESOLVED BY THE BOARD OF ALDERMEN OF THE CITY
OF WICHITA FALLS, TEXAS, THAT:
That certain agreement, a copy of which is attached
hereto, between the City of Wichita Falls and Continental
Air Lines , Inc. concerning the use of facilities at Wichita
Falls Municipal Airport for a term of three (3) years be-
ginning July 15, 1975, is hereby approved, and the City
Manager is authorized to execute the same for the City.
PASSED AND APPROVED this the 8th day of July, 1975.
M A Y O R
ATTEST:
Al2,e4J2d4' 0/%61Wd-a>
CITY CLERK
r
AGREEMENT AND LEASE OF PREMISES
AT
SHEPPARD AIR FORCE BASE/WICHITA FALLS MUNICIPAL AIR TERMINAL
THIS AGREEMENT, made and entered into as of the 15th day of July, 1975,
by and between the City of Wichita Falls , a municipal corporation of the State
of Texas (hereinafter referred to as the "City") , and Continental Air Lines,
Inc. , a corporation organized and existing under the laws of the State of
Nevada (hereinafter referred to as the "Airline") .
WITNESSETH :
WHEREAS, the United States Air Force owns and operates an airport known
as 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 additions or improvements thereto
or changes therein which the United States Air Force hereafter makes or author-
izes 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 to the 1959 Lease Agreement between
the Secretary of tie Air Force and the City of Wichita Falls, attached hereto;
NOW, THEREFORE, the parties hereto, for and in consideration of rents ,
covenants and agreements contained herein, agree as follows:
ARTICLE I - PREMISES
City does hereby demise and let unto Airline, and Airline does hereby
hire and take from City, the following premises and facilities, rights,
licenses and privileges on and in connection with the property and improve-
ments 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, effective 15 May 1959 and designated Contract DA-41-443-eng-5551 ,
a copy of which is attached hereto and made a part hereof, in common with others
authorized so to do, of said Flying Field and Civil Terminal , the same being more
particularly described in 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 generality 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 aircraft 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 under which airlines accommodate each other at various airports;
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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 Airline of its air transportation
system;
4) The sale, disposal or exchange of Airline's aircraft, engines ,
accessories, gasoline, oil , grease, lubricants and other equipment or other
fuel or supplies, provided that such right shall not be construed as authoriz-
ing 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 sub-
sidiary 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 equipment, 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 (G) 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 on the 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 aircraft 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 con-
veyance as Airline may desire or require in the operation of its air transporta-
tion 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
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foregoing shall not be construed as imposing upon City any obligation other
than the granting 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 dispensing establishment, and the right to cook, 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 signs on the
leased premises , the general type and design of such signs to be subject to the
approval of City's Airport Manager, such approval not to be unreasonably
withheld;
10) The right to install , maintain and operate such radio, communi-
cations 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 operations, subject to the approval of the City's
Airport Manager, such approval not to be unreasonably withheld;
11 ) The conduct of any other business or operation reasonably
necessary to the proper conduct and operation by Airline of an air transporta-
tion 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. Without
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,
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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
484 square feet of space in the Passenger Terminal Building of Civil
Terminal Area, as shown on 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 , manifest-
ing of passengers , handling of mail , baggage and cargo, and the operation of a
general traffic, operations and communications office.
C) Baggage Reclaim 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.
D) Space in Freight Building. The use of approximately 400 square
feet of space within said building as shown on Exhibit D attached hereto. Air-
line shall be authorized to provide a fenced area within its authorized space;
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.
E) Public Space in Passenger Terminal Building. The use by Airline,9 g y 1 e,
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 limiting the generality hereof, its lobby, waiting
room, hallways, restrooms and other public and passenger conveniences.
F) 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.
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G) 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 Airline's requirements 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 facilities located off said Civil Terminal . City agrees to grant to
Airline such rights of way and easements as may be necessary for the installa-
tion of underground pipes from Airline's storage facilities on Civil Terminal
to unloading facilities.
H) Right of Access, Ingress and Egress. The full , free and unrestricted
access and ingress to and egress from the premises outlined in (A) through (G)
above, for Airline, its employees , passengers, guests , patrons, invitees,
suppliers of materials and furnishers of service, its or their aircraft, equip-
ment, 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 premises, facilities, rights, licenses
and privileges set forth in Paragraphs (A) through (H) of Article I for a term
of three (3) years , beginning July 15th, 1975 and ending July 14th, 1978.
ARTICLE III
LANDING AND BAGGAGE SERVICE FEES,
AND PASSENGER TERMINAL AND FREIGHT BUILDING RENTALS.
From and after July 15th, 1975, payment, 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, baggage service fees, and passenger terminal and freight building rentals ,
as follows :
A) Landing Fees. For each and every scheduled revenue aircraft
arrival at the Flying Field, Airline agrees to pay City a landing fee of ten
and one half cents ($0.105) per thousand pounds of Federal Aviation Administration
approved maximum landing weight of such aircraft. The term "revenue aircraft
arrival " as used herein shall mean any aircraft arrival for which the Airline
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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 pre-
cautionary reason. The term "approved maximum landing weight" for any aircraft
as used herein shall be the maximum landing weight approved by the Federal
Aviation Administration for landing such aircraft at the Flying Field.
Anything herein to the contrary notwithstanding and whether or not a
published timetable is in effect, in the event that Lessee's operations at the
Airport are suspended during any period, because of strikes or other labor dif-
ficulties, war, insurrection, riots or order of any governmental authority
having jurisdiction, Lessee shall not be required to pay during the period in
which its operations have been suspended for any scheduled landings other than
those landings actually completed.
The Landing Fee provided for in this Article III (A) shall be subject to
renegotiation, 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. In 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) Baggage Service Fees. Airline shall pay to City $4.00 per revenue
aircraft landed by Airline at the Flying Field as specified above for porter,
baggage, cargo, air freight, and mail handling at the Civil Terminal . For said
charge, City will provide porters to:
1 ) Assist Airline's passengers, guests, patrons and invitees in
carrying baggage from the front of the Passenger Terminal Building to Airline's
ticket counter.
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2) Receive baggage, freight, cargo and mail at Airline's ticket
counter or baggage make up area and carry or transport same to Airline's des-
ignated aircraft and assist in loading same on board the aircraft, prior to
departure time of said aircraft.
3) Unload or assist to unload all baggage, freight, cargo and
mail from Airline's arriving aircraft and deliver same to the location desig-
nated by Airline at the Civil Terminal .
4) Airline hereby agrees to indemnify and hold the City harmless
for any and all claims for damage to property incident to or as a result of
the City's employees assisting the Airline with the loading or unloading of
its aircraft or operation of its cargo trucks; provided, however, that Airline
shall not be liable for any claims occasioned by the negligence of City's
employees.
C) 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), and (D)
and designated on Exhibits C and D as ticket counter, office, baggage room,
storage, 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 342.83 per month
484 square feet at $8.50
per square foot per annum,
being $4,114.00 per year)
Baggage Claim Area 39.32 per month
20% of 650 square feet =
130 square feet at $3.63
per square foot per annum,
being $471 .90 per year)
Freight Building Space 115.67 per month
400 square feet at $3.47
per square foot per annum,
being $1 ,388.00 per year)
Public Address System 25.00 per month
25.00 per month, being
300.00 per year)
Total - - 522.82 per month
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0) Statements and Payments. Airline shall , within five (5) days
following the end of each month, submit to City a published schedule showing
the numbers of Airline' s revenue aircraft landings during such month as
outlined above at the Flying Field, and City shall , following receipt of
Airline' s statement, transmit to Airline an invoice for fees , rentals and
charges 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 invoice 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, storms, acts
of God, breakage or failure of machinery or equipment, inability to obtain
fuel , material or equipment, or the authority to use the same, orders, rulings ,
regulations or restrictions of governmental , judicial or administrative auth-
ority, 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 applicable:
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 termination of such period of suspension.
2) The provision set out above relating to the use of scheduled
trip arrivals to compute a Landing Fee will not be applicable, and Airline
shall be required to pay a Landing Fee computed on aircraft landing weight
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 (l2%) per month if same is not paid and received by
City as provided 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 or any other
person, firm or corporation presently or in the future having any interest in
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said Civil Terminal or any part thereof (except fixed base operators, opera-
ting under contract with City, may charge 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 Agreement 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 requirements of gasoline, fuel , lubricating oil , grease or any other
materials or supplies from any 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 presently or in the future
having any interest in said Civil Terminal or any part thereof) against Air-
line or its suppliers for the privilege of using, storing, withdrawing, hand-
ling, consuming or transporting the same to, from or on said Civil Terminal .
ARTICLE VII - MAINTENANCE AND OPERATION OF AIRPORT
City agrees that it will maintain the said Civil Terminal and appur-
tenances 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 appurtenances , facilities and services now or hereafter con-
nected 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 obstructions for
the safe, convenient and. proper use thereof by Airline.
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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 exclusive space therein and adequate
heat and air conditioning sufficient to keep the Passenger 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 presentable.
ARTICLE VIII - 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 and 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 pos-
sible, 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.
BUILDINGARTICLEIX - AND IMPROVEMENTS 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 which is or may be exclu-
sively leased to the Airline hereunder, any buildings , structures or facilities,
including but not limited to, storage tanks or equipment above or under ground,
that it shall determine to be necessary for use in connection with its air
transport operations, provided that any building or structure erected shall
conform insofar as practical to the general exterior architectural design of
the Passenger Terminal Premises then in use on said Civil Terminal , and pro-
vided 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 connec-
tion with the 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.
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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 altera-
tions 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 unreas-
onably withheld. Any such additions, improvements or alternations 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 improvement 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 TO LEASE ADDITIONAL SPACE
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 par-
cels of land are adjacent to any space leased hereunder 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 regulations 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 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
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not be inconsistent with the provisions of this Agreement or the procedures
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 . A copy of the rules and regulations now in effect is attached
hereto and made a part hereof.
ARTICLE XII - DAMAGE OR DESTRUCTION OF BUILDING
If any building in which Airline occupies exclusive space hereunder
shall be partially damaged by fire or other casualty but not rendered untenant-
able, 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 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 prose-
cuted 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 proceedings 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 reorganization act, or that a
receiver of Airline's assets shall be appointed, or that Airline shall be
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divested of its estate herein by other operation of law, City may declare
this lease terminated, 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 de-
fault of any of the terms , covenants or conditions herein contained to be per-
formed, kept and observed by Airline shall not be deemed a waiver of any right
on the part of City to cancel this lease for failure by Airline so to perform,
keep or observe any of the terms, covenants or conditions hereof to be per-
formed, kept and observed. No waiver of default by City of any of 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 he 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 substantial part or parts thereof in such manner
as to prevent the City, for a period of at least ninety (90) days , from per-
formance 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 preventing 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 injunc-
tion, provided that all fees and charges due hereunder shall abate for such
period.
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ARTICLE XIV - CANCELLATION BY AIRLINE
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 con-
tract or otherwise) 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 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 refusing to permit Airline to operate into, from or through
said Flying Field and Civil Terminal such aircraft as Airline may reasonably
desire to operate thereon;
E) The breach by City of any of the covenants or agreements herein con-
tained 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 Field or any of the
premises, facilities, 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 appropriate governmental authority having juris-
diction 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 or any substantial part or parts thereof in such manner
15 -
as to prevent the full use and enjoyment 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 authorization 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 necessity 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 (including action in the nature of al-
teration, amendment, modification, suspension, cancellation or revocation of
any such certificate or document in whole or part) , the Airline shall cease
to 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, for period of such
injunction, provided that all fees and charges due hereunder shall abate for
such period.
K) If, by reason of any shortage, allocation, or unavailability of
jet fuel , it becomes necessary for Airline to suspend or cancel service to,
through, or from City, and 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 until such time as
scheduled service resumes.
No waiver of default by Airline of any of the terms , covenants or con-
ditions 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.
16 -
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 to 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 misconduct
of City, its officers or employees. Such insurance shall be issued by a res-
ponsible 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 and shall name City and its officers and employees as additional
insureds and shall be primary insurance to the full limits of liability
required hereunder. If City, its officers and employees have insurance cov-
erage 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 by
Airline hereunder.
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 before said policy may be
cancelled, terminated or materially changed.
17 -
1
Airline shall also at its sole cost and expense maintain during the
term of this lease all insurance coverage required under the Workmen's
Cpmpensation 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 more favorable
rental , fee or charge, or grant more favorable terms to any other air trans-
port 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, privil-
eges or concessions with respect to the said Flying Field or Civil Terminal
which are not accorded to the Airline hereunder, unless the same more favor-
able terms , rights, privileges and concessions are concurrently and auto-
matically made available to the Airline.
ARTICLE XVII - QUIET ENJOYMENT
City agrees that, on payment of the rent and performance of the cove-
nants 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 herein at the termination of this lease, by expiration or otherwise,
or of any renewal or extension 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, and for one
year after the expiration or termination thereof, to remove any buildings,
structures 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 property installed or placed by it at its
expense in, on or about the premises herein leased 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.
18 -
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 same or
similar jurisdiction over the Airline or its business.
ARTICLE XX - ASSIGNMENT OF LEASE
Airline shall not assign nor transfer this Agreement nor any privil-
eges 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 XXII - 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 successor federal agency.
ARTICLE XXIII - NON-EXCLUSIVE RIGHTS
It is understood and agreed that nothing herein contained shall be con-
strued 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 (D).
ARTICLE XXIV - CITY AGENT
City hereby designates fts Airport Manager, as well as its City Manager,
and such official as he may designate, as its official representative, with
19 -
1
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 certified mail , postage prepaid, addressed to Airport Manager,
Wichita Falls Municipal Airport, Route 4, Box 72-E, Wichita Falls, Texas,
76301 , and notices to Airline, if sent by registered or certified mail ,
postage prepaid, addressed to Vice President, Properties and Facilities,
Continental Air Lines, Inc. , 7300 World Way West, Los Angeles, California,
90009; or to such other respective addresses as the parties may designate in
writing from time to time.
ARTICLE XXVI - DEVELOPMENT OF WICHITA FALLS MUNICIPAL AIRPORT
City reserves the right to further develop or improve the Civil Terminal
as it sees 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 provide similar facilities for Airline at no
cost to Airline.
ARTICLE XXVII - HEADINGS
The article and paragraph headings are inserted only as a matter of con-
venience and for reference and in no way define, limit or describe the scope or
intent of any provisions 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 any court of competent jurisdiction, the invalidity of
any such covenant, condition or provision shall in no way affect any other
covenants, conditions or provisions herein contained; 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.
20 -
IN WITNESS WHEREOF, the parties have caused this Agreement to be
4 executed as of the day and year first above written.
CITY OF WICHITA FALLS
BY:Qii,
Ger id G. Fox, 'ty Mantiger
ATTEST:
1 'it_l , • i 1_/ LA-L./
City C erk '
Approved as to form:
ww.mriale......./..._., ..l.',Alif --
1 ' torney Ay
CONTINENTAL AIR LINES, INC. 1
BY21(.). e--e----)
Staff Vice President-Properties &
Facilities
ATTEST:
A42/'
ereM_
Assistant Secretary
1
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21 -
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