Res 366 8/11/1959 RESOLUTION NUJIBER $66
A RESOLUTION AUTHORIZING THE EXECUTIUN OF A
LEASE FOR THE OPERATION OF ThT WICHI TA FALLS
!.MUNICIPAL AIRPORT
�AHEREAS, the City of '#q'ichita Falls , Texas, acting
by and through its Mayor and Board of Aldermen, have disposed
of the land presently occupied by the Municipal airport
Operation, and
WHEREAS, the City of lWichita Falls has acquired
additional lands'�Trom the United States of America for operation
of its Municipal Airport, and
WHEREAS, Fulcher Armstrong, doing business as the
�„Iichita Falls Air Transport Company, has operated the iv'unicipal
Airport in the past, and
, IEREAS, the Board _aldermen of the City of 'Wichita
Falls desire that Fulcher Armstrong, doing business as the Wichita
Falls Air Transport Company , continue to operate the r,,°unicipal
Airport of },Uchita Falls,
NOI�il THEREFORE, BE IT CRDERED AIND RESOLVED that the
DJI,ayor , K. C. Spell , is hereby authorized and directed to enter
into a contract which has been proposed between the city of
r�;ichi to Falls and Fulcher Arm3tr ong, doing business as the Wichita
Falls Air Transport Company, for the operating of its Wichita
Falls I;Iunicipal Airport,
PASSED and ADOPTED this ELEVENTH day of AUGUST, 1959.
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City of ' ;ichita 7alls, Texas
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City Clerk....
THE STATE OF TEXAS )
COUNTY OF WICHITA )
THIS CONTRACT, Made and entered into this
day of U Ej (1s 1` 1959, by and between the CITY OF WICHITA
FALLS, STATE OF TEXAS, a municipal corporation acting by and
through its duly authorized Mayor , K. C. Spell, hereinafter
referred to as the "CITY" and FULCHER ARMSTROIG, doing busi-
ness as the Wichita Falls Air Transport Company , hereinafter
referred to as "ARMSTRONG" ,
W I T N E S S E T H:
WHEREAS , the City and Armstrong have executed
several contracts in the past, whereby Armstrong operated
the municipal airport of the City of Wichita Falls; and ,
WHEREAS, the present contract of the said Armstrong
Is not due to expire by its terms until April 1 , 1964; and ,
WHEREAS, the land covered by the present lease of
the said Armstrong has been conveyed by the City to the
Department of the Air Force; and ,
WHEREAS, the Department of the Air Force has leased
to the City certain lands, a terminal building and the use
of the runways of Sheppard Air Force Base ; and ,
WHEREAS , both the City and Armstrong have certain
rights and obligations under the existing contracts; and,
WHEREAS, both the City and .Armstrong desire to �
terminate, in full , all existing rights and obligations under
any and all of the existing leases and/or contracts; and ,
WHEREAS , the City is desirous that Armstrong
operate its municipal airport and desires to sub-lease said
property ; and
WHEREAS . Armstrong agrees to operate said airport
and desires to engage in the business of aeronautics , air-
craft and engine repairs; sale and renting of aircraft; sale
of aircraft and engine parts and accessories; storage of air-
craft and equipment; servicing of private and commercial
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aircraft; and any and all miscellaneous services connected
with the normal operation of an airport;
NOV1, THEREFORE, for and in consideration of the
convenants and agreements herein contained , the City does
hereby SUB-LE.'�SE, DEMISE, GRUNT and LET to Armstrong, and
Armstrong does hereby HIRE, TAKE AND SUB-LEASE from the City ,
the following premises , rights and easements in and to the
airport upon the following terms and conditions :
1.
The City does hereby GRANT, DEMISE and SUB-LEI�SE
to Armstrong the premises covered by the attached agreement
between the City and the Department of the Air Force, which
agreement is marked Exhibit " l" and is expressly made a part
of this contract. The City and Armstrong expressly agree
that Armstrong will have the following rights and duties :
A. To operate said airport In the manner as such
airports are commonly operated .
B. To repair, maintain, condition, service, test,
park or store aircraft or ot1r r equipment, or any other
scheduled air transportation or other equipment of Armstrong
or other parties .
C . To train, subject to the rules and regulations
hereof , on said airport, personnel in the employ of or to
be employed by said Armstrong or any scheduled air trans-
portation company , or of the I,rmed Forces , or the Federal
1',viation 1gency, or other similar successor Governmental
agency; PROVIDED that such right shall not be construed as
authorizing the conduct of a separate business by Armstrong,
but shall permit Armstrong to perform such functions as an
Incident to the conduct of its business .
D. To sell , dispose of, or exchange Armstrongts
aircraft , engines , accessories, gasoline , oil , greases,
lubricants , fuel and other equipment or supplies , including,
without limitation, any propellant now or hereafter used
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In the propulsion of aircraft; PROVIDED that such right
shall not be construed as authorizing the conduct of a
separate business by said I;rmstrong, but shall permit
said Armstrong to perform such functions as an incident to
the conduct of said airport.
E. To service aircraft and other equipment by
truck or otherwise, with gasoline , oil , greases , lubricants,
and any other fuel or propellant or other supplies , inc lud-
ing food and beverages required by Armstrong, including the
right to maintain on the airport adequate storage facilities
for gasoline, oil , greases , lubricants and other fuel .
F. To transport and unload persons , cargo, property
and mail to and from the airport, to do all things necessary
to the discharge of freight and passengers common to the
operation of airports .
G. If it becomes necessary , to install, maintain
and operate, without cost to the City , by the said .lrmstrong
alone, or in conjunction with any other air transport company,
or through a nominee , a message tube system and other commun-
ication systems which may be necessary .
H. To install and operate advertising signs , that
are not detrimental to the airport 's operation.
I . To install, maintain and operate at .",rmstrongts
expense, by Armstrong alone, or in conjunction with other
transportation company or companies , radio or radio communi-
cations , meteorological and aerial navigation equipment and
facilities in or on the premises , including the right to
conduct any operation or activity which is reasonably neces-
sary for the conduct of Armstrong's business of operating
an airport.
J . .%dcquate and designated vehicular parking
space shall be provided near the administration building
for use of the said Armstrong, his employees , passengers,
limousine operators, or other persons using said airport.
K. Full and free right of ingress and egress
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shall be furnished from the premises and facilities for the
employees , agents , passengers , guests , patrons and invitees ,
without charge to theonployces , agents , passengers , guests ,
patrons and invitees .
L. Lcssee shall make available reasonablc -ind con-
venient space and facilities at the airport for the use of
the United States Post Office Department, or any person required
to use such space by regulations thereof , and an express agency
or agencies , or ground transportation company , at a reasonable
rental charge to such persons , and shall , also, make available
reasonable and convenient space or facilities for the use of
the United States Weather Bureau and Federal :aviation Agency ,
or any successor agency , at such reasonable rental as may be
agreed upon between the lessee and such authorities .
2 .
The said "rmstrong agrees to assume all present and
future duties and liabilities which the City incurred in said
lease agreement as set out in Exhibit " 1" , with the exception
of paragraph 25 Sub-C dealing with landing fees , and the
City now assumes and will continue to assume the cost that may
arise under any changes that may be made in the future.
Armstrong also agrees to abide by the deed ar ;ed Exhibit " a` .
3.
P�rmstrong agrccs that L will build a one-story
structure to be used as office space for the United States
Wcather Bureau and the Federal ."aviation Agency , and :^rmstrong
further agrees that he will build the said building according
to the specifications attached as Exhibit "2" of this contract ,
and Exhibit "2" is hereby incorporated into this contract for
all purposes .
4 .
�rmstronp agrccs to build two (2 ) new hangars of
mcsco type construction with a concrete floor , and agrees to
build the same according to the specifications set out in
Exhibit "3" of this agreement and Exhibit "3" is hereby incor-
porated into this contract for all purposes .
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5.
Armstrong further agrees that he will move from
the present site of the municipal airport operations to
the new site sufficient building and equipment, or provide
new building and equipment , so that the airport operation-
at the new site will have as much floor space in hangars
and shop buildings as the present airport operation; and
as much equipment as the present operations. The buildings
and equipment are to be installed generally in accordance
with the attached plat which is marked Exhibit "4" and is
expressly made a part of this contract. All buildings and
equipment moved from the present operation are to be moder-
nized in accordance with modern airport operations and no
place of residence may be erected at said new site. All
buildings , new and old , are to be painted on the outside
with modern metal paint to match the color of the new ter-
minal building.
6.
All new and old buildings and equipment are to
be erected and in use at the earliest practical date follow-
ing execution of this contract; provided that such final
completion shall not be later than July 1 , 1960.
7.
Armstrong shall not erect any new building nor
make any major alterations in the buildings provided for
above without permission of the City . It is understood
that expansion of the new facilities may be necessary, but
such construction of new buildings or alterations of build-
ings must be approved by the City .
8.
As a consideration for this contract, both the
City and Armstrong agree to terminate all pre-existing con-
tracts and agreements between the City and Armstrong indivi -
dually or as a corporation or other business entity , and
Armstrong does by these presents release any and all rights ,
title or interest under any contracts or agreements with
the City or its agents except as to title as to structures
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on the old site .
The movement of the airport operations and facili-
ties to the new site as provided herein is another considera-
tion hereunder .
9.
Armstrong further agrees to operate said airport
according to and in conformity with the reasonable rules and
regulations which may be approved or adopted by the Federal
Aviation Agency, or any successor agency, or the City with
respect to airport operation.
10.
The term of this contract shall be concurrent with
the joint Use agreement as set out in Exhibit " 1" subject to
the following:
^. This contract is non-cancellable by either party
for a period up to August 12 , 1964 .
B. The City or Armstrong may cancel this contract
at any time after August 12, 1964 after giving a six-month
written notice provided that if the City cancels this con-
tract between August 12, 1964 and August 12, 1969 the City
agrees to buy all of the structures and buildings placed upon
the premises by Armstrong and agrees to pay for said structures
and buildings at the cancellation date the cost of all new
structures and buildings placed thereon by Armstrong less
depreciation which depreciation shall be computed at the rate
of two percent (2% ) per year on a straight line basis . All
improvements moved from the old site of the airport operation
to the new site by the said Armstrong will be purchased on
the basis of $2 . 50 per square foot less depreciation which
shall be computed at the rate of two percent (2% ) per year
on a straight line basis . Depreciation as used above is not
used in the strict technical sense but is a method of arriv-
ing at a pre-determined settlemait basis .
C. The City may cancel this contract at any time
after August 12, 1969 and shall have the option of purchasing
any or all of the structures and buildings placed thereon by
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Armstrong and the cost shall be computed as set out in
paragraph B above . The City agrees to purchase the Weather
Bureau building as described in paragraph 3 on the basis
as set out in paragraph B above. In the event the City
does not exercise its option to purchase, Armstrong will
have the right to sell or remove the said structures and
buildings from the premises and if the said structures and
buildings are not removed within ninty (90) days after the
end of six (6) months notice title of the same shall vest
in the city.
D. If during the period prior to August 12 , 1964,
the City moves its municipal airport operation to another
site , the City agrees to move all of Armstrongts operation
to the new site and continue on the same basis as provided
herein, provided , however , that if the move to the new site
is made necessary due to the Federal Governmentts cancella-
tion of the present site prior to August 12 , 1964, then the
City will , at the City 's option, either move Armstrong as
provided above or the City will purchase all of Armstrong 's
equipment on the basis provided for in paragraph B above .
If the City moves its airport site after August
129 1964, the City will be under no obligation to move
Armstrong if the City complies with the cancellation clause
herein. If the Federal Government cancels the lease contract
as set out in Exhibit " l" due to the breach or default by
Armstrong, then the City shall have no further duties toward
Armstrong.
E. '�rmstrong shall not convey his rights under the
contract except by written approval of the City and if the
City refuses to approve such conveyance the City retains
its option under sub-paragraph "b" and in addition has an
additional option of purchasing the improvements at the
proposed purchaser 's offer . HOWEVER, this provision shall
not apply if Armstrong assigns the said Lease to a corpora-
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tion created by him to take over said business and proper-
ties and in which he will own a majority of the corporate
stock, and express authority is given Armstrong to create
such corporation and to assign the Lease to said corporation.
Any subsequent conveyance of an interest in said corporation
that would leave Armstrong with less than fifty (50% ) per-
cent of the corporate stock will be considered as a sale as
def ined herein.
In connection with the above , .Armstrong agrees to
keep accurate cost records on the Improvements placed on
said property and to keep accurate records of all mainten-
ance cost and to make a full and complete report of all such
cost to the City not later than the first day of July , 1960.
He will make a new report each year on the first of July on
any additional improvements .
F. This contract between the City and ,Armstrong
is intended as a personal service contract and in the event
that the said Armstrong is for any reason unable to canplete
this contract due to any reason, the City retains the option
of accelerating its cancellation rights as set out in para-
graph B, and the City will have all the cancellation options
as set out in paragraph B without regard to time.
11 .
The City agrees to pay the said Armstrong the sum
of $ 135,000 to defray the cost of moving the operations to
the new site and as total damages for any claims which the
said Armstrong may possess against the City . In addition,
the City agrees that it will construct a parking apron on
the premises and agrees to construct the same in the loca-
tion as set out in Exhibit 114" , and further agrees to con-
struct the same according to the specifications as set out
in Exhibit "5" , which Exhibit "5" is hereby incorporated
into this contract for all purposes .
:any alterations in Exhibit " l" through "5" will be
permitted upon the written permission of the City and Armstrong.
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12.
In order that the new airport will have a pleasing
appearance and decor , :�rmstrong agrees to furnish the terminal
building with modern furniture and modern equipment and to
decorate the same in a manner which is in keeping with a
modern first class airport, and he further agrees to pro-
perly and completely landscape the premises , and agrees that
he will submit to the City for approval his plans for fur-
nishing the terminal building and landscaping the nearby
area.
13.
Armstrong agrees that all buildings under his
control by virtue of this contract will be properly main-
tained at all times and further agrees that at any time the
Board of Aldermen of the City of Wichita Falls determines
that any of said buildings or improvements are in need of
paint or repair the said painting and repairing will be
commenced within thirty days after written notice to said
Armstrong by the Board of Aldermen of the City of Wi chi to
Falls , and in this regard the City retains the right to
inspect the premises and any and all of the buildings and
other improvements under the control of said .^,rmstrong by
virtue of this contract and the City Engineer of the City
of Wichita Falls shall have the right and duty to make such
inspection and shall make such inspection at least once
every six months and shall give a written report to the
said Armstrong, and the City on the condition of the buildings ,
improvements , furniture, fixtures, and landscaping.
14.
Armstrong shall receive all revenues and make all
contracts of whatsoever nature from Federal ",genies, air-
lines , landing and service fees , office rental , cafe, con-
cessions and sale of merchandise of whatsoever nature and
character, and the City shall make no extra charge to air-
lines or other airport users, and the said Armstrong shall
operate said properties without expense to the City , except
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as set out in paragraph 2, and except as to any improvement,
or improvements that the City wishes to place on the airport,
and such improvements shall be mutually agreeable both to
the City and to the said Armstrong, as well as to the Depart-
ment of the Air Force; that is to say, Armstrong shall pay
all expenses of operation, such as utilities , labor , etc. ,
and shall pay the maintenance on the ramps and parking lots,
but shall not be charged with the maintenance and upkeep on
the highways and roads leading up to the parking area of the
airport, and will furnish also all necessary equipment for
services that are and will be required by the airport for
the servicing of jet airplanes and transport will be taken
care of and paid by the said .Irmstrong. Said Armstrong will
not be required to pay any rent or fees to the City for any
of its operations and , because of the Governmentts ownership
and control of the real estate, the City agrees that if the
improvements owned by Armstrong that are covered by this
contract become subject to city ad valorem taxes , then the
City agrees to reimburse ."irmstrong the amount paid by him as
city ad valorem taxes so long as the property is covered by
this contract .
15.
Armstrong agrees to furnish to the City Manager
upon the City Manager is request a copy of all sub-contracts
entered into by him in connection with the operation of the
city municipal airport .
iro.
Armstrong agrees to carry fire and windstorm insur-
ance with extended coverage upon all the improvements on the
premises including terminal building obtained fror,, the United
States Air Force and agrees to keep the same insured during
the term of this contract at his own cost and expense , and
agrees to comply with the requirements as set out in Exhibit
111" insofar as insurance requirements are concerned .
Armstrong further agrees to carry public liability and pro-
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perty damage insurance in a minimum amount of $100,000.00.
:',.rmstrong further agrees that he will hold the City harm-
less for damages, breaches of contract and/or any actions
at law or in equity , based thereon, for any claim during
the term of this contract and shall at his own cost and
expense settle any claims or pay any judgments that may
arise out of the operation of this airport in any way .
17.
This contract shall not be binding upon the parties
hereto until and unless permission is granted by the officer
as set out in paragraph 5 of the Joint Use Agreement between
the Air Force and the City of Wichita Falls , which paragraph
5 is set forth in Exhibit " l" attached hereto.
18.
If any convenant, condition or provision herein
contained is held to be invalid by any court of competent
jurisdiction, then the invalidity of such covenant, condi-
tion or provision, shall in no way affect any other condition,
covenant or provision herein contained provided that the
invalidity of such covenant or condition does not materially
prejudice either the City or Armstrong in their respective
rights and obligations contained in the valid covenants,
conditions or provisions of this contract.
THIS CONTRACT is executed in duplicate this the
day of D. , 1959.
CITY OF WICHI FALLS 9 TEXAS
B
{. C . Spe�11 , ayor
W ICH I T.`+ FALLS AIR TRANSPORT
COMPANY
AT S
Geo. T. Henderson, City Clerk
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