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HomeMy WebLinkAboutResolution - 4778 - Ramp Area Use Agreement - Federal Express Corporation, LIA - 03_23_1995Resolution No. 4778 March 23, 1995 Item # 10 RESOLUTION BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK: THAT the Mayor of the City of Lubbock BE and is hereby authorized and directed to execute for and on behalf of the City of Lubbock a Ramp Area Use Agreement with Federal Express Corporation, attached herewith, which shall be spread upon the minutes of the Council and as spread upon the minutes of this Council shall constitute and be a part of this Resolution as if fully copied herein in detail. Passed by the City Council this ATTEST: &tt,- Lk r-_��L Betty M. Johnson, City Secretary APPROVED AS TO CONTENT: m"rNewsome, Aviation APPROVED AS TO FORM: ALOU arold Willard, Assistant City Attorney HW:js/A-FEDEX.RES ccdocs/February 28, 1995 Resolution No. 4778 March 23, 1995 Item # 10 LUBBOCK INTERNATIONAL AIRPORT RAMP AREA USE AGREEMENT THE STATE OF TEXAS COUNTY OF LUBBOCK This Agreement is entered into at Lubbock, Texas, by and between the CITY OF LUBBOCK, TEXAS, hereinafter referred to as "CITY", and FEDERAL EXPRESS CORPORATION, hereinafter referred to as "FEDERAL EXPRESS". WITNESSETH: WHEREAS, CITY owns and operates a public airport designated as Lubbock International Airport and hereinafter called "Airport;" and WHEREAS, FEDERAL EXPRESS desires to have priority use of approximately 158,400 square feet of ramp area at the Airport for the purpose of conducting air express operations; and WHEREAS, the Airport Board of the City of Lubbock has approved and recommends that FEDERAL EXPRESS be granted priority use of such ramp area for a term hereinafter designated; and WHEREAS, the City Council of the City of Lubbock accepts the recommendation of the Airport Board and finds that execution of this Agreement will properly serve the public interest of the citizens of the City of Lubbock; ARTICLE I NOW THEREFORE, for and in consideration of the covenants and conditions herein contained and other valuable consideration, CITY hereby authorizes FEDERAL EXPRESS to exercise the rights, powers and privileges hereinafter set forth and does hereby grant to FEDERAL EXPRESS priority use of 158,400 square feet of ramp area whose location is designated on Exhibit "A" attached hereto and incorporated herein by reference as part of this Agreement. 1.01. NON-EXCLUSIVE. It is understood and agreed that nothing herein contained shall be construed to grant or authorize the granting of an exclusive right within the meaning of Section 308(a) of the Civil Aeronautics Act. 1.02. PURPOSE. FEDERAL EXPRESS' use of said ramp area shall be for the sole purpose of conducting air cargo express operations, parking of aircraft owned and operated by FEDERAL EXPRESS, its subsidiaries or others who FEDERAL EXPRESS may from time to time contract with for the conduct of air cargo express, and making incidental repairs to the aircraft that are necessary to the conduct of FEDERAL EXPRESS' air cargo operations. 1.03. SIGNS. FEDERAL EXPRESS shall have the right to place signs identifying its business at locations on the Airport designated by the Director of Aviation of the City of Lubbock. Said signs shall be of a type, size and design approved in writing by the Director of Aviation. The installation of such signs must comply with all applicable City Codes and shall be without cost to CITY. ARTICLE II TERM 2.01. The initial term of this Agreement shall be for a period of ten (10) years commencing on the 23rd day of March , 1995 , and ending on the 23rd day of March 2005 . In addition to the initial term, FEDERAL EXPRESS shall have the option to renew this Agreement for two (2) additional five (5) year periods. Notice of FEDERAL EXPRESS' intent to exercise a renewal option must be received in the office of the Director of Aviation at least thirty (30) days prior to the end of the initial term if FEDERAL EXPRESS desires to renew this Agreement for the first five (5) year renewal period and at least thirty (30) days prior to RAMP AREA USE AGREEMENT FEDERAL EXPRESS CORPORATION -- PAGE 2 the end of the first renewal period if FEDERAL EXPRESS desires to renew this Agreement for the second five (5) year period. ARTICLE III FEES 3.01. RAMP USE FEE. In consideration of the rights and privileges herein granted, FEDERAL EXPRESS shall pay to CITY an annual ramp use fee of THIRTY- EIGHT THOUSAND AND SIXTEEN AND NO/100 DOLLARS ($38,016.00) per year for priority use of the 158,400 square feet of ramp area whose location is designated on Exhibit A, which fee shall be computed at the rate of $.24 per square foot per year and shall be payable in equal monthly installments of THREE THOUSAND ONE HUNDRED SIXTY-EIGHT AND NO/100 DOLLARS ($3,168.00) prior to the tenth (IOth) day of each month this Agreement is in effect. However, this Agreement shall not be considered in effect until FEDERAL EXPRESS has priority use of the ramp area. The parties hereto mutually agree that while this Agreement is in effect the fee set forth above shall be adjusted upward or downward every five (5) years beginning on the fifth (5th) anniversary of the Agreement, in direct proportion to the fluctuation in the U.S. Department of Labor, Bureau of Labor Statistics Consumer Price Index (CPI). Adjustments shall not exceed three percent (3%) in any one year. Any adjustment to the ramp use fee resulting from changes in the CPI shall be determined by calculating the increase or decrease in the CPI for the five (5) years immediately preceding the adjustment date. 3.02. LANDING FEES. In addition to the ramp use fee, FEDERAL EXPRESS shall also pay CITY landing fees upon execution of this Agreement at the rate of 125% of the rate established for Certificated Passenger Air Transportation Companies operating under the standard long-term agreement for Lubbock International Airport in effect for RAMP AREA USE AGREEMENT FEDERAL EXPRESS CORPORATION -- PAGE 3 such air carriers through the 30th day of September, 1999. On October 1, 1999, the rate for landing fees shall be renegotiated. Not later than the fifth day of each month, FEDERAL EXPRESS shall file with the Director of Aviation a report of FEDERAL EXPRESS' actual landings at the Airport for the preceding month, which report shall include the number and type of aircraft making such landings. Upon receipt of such report, CITY shall transmit to FEDERAL EXPRESS a statement of the landing fees incurred by FEDERAL EXPRESS for the preceding month. Payment shall be made by FEDERAL EXPRESS to CITY on or before the 25th day of the month in which such statement is transmitted. FEDERAL EXPRESS shall further provide CITY with a summary of the approved maximum gross landing weights for each type of aircraft FEDERAL EXPRESS operates at the Airport. 3.03. DEFAULT FOR FAILURE TO PAY FEES. If FEDERAL EXPRESS fails to pay any fees due hereunder within thirty (30) days after CITY transmits a statement therefore to FEDERAL EXPRESS, CITY may, at its option, upon fifteen (15) days written notice to FEDERAL EXPRESS (unless in such fifteen (15) day period FEDERAL EXPRESS shall have corrected such failure to pay) immediately or at any time thereafter, enter into and upon the ramp area or any part thereof in the name of the whole, and repossess the same without being deemed guilty of trespass. 3.04. PAYMENTS. All payments that become due and payable by FEDERAL EXPRESS shall be made to the City of Lubbock at the office of the Director of Aviation, Lubbock International Airport, Lubbock, Texas, or as specified by the City Secretary of CITY. 3.05. EXEMPTION FROM FUEL FLOWAGE FEES. Upon payment of landing fees described in Section 3.02 of this Agreement, FEDERAL EXPRESS will be exempt from any payments to the City for fuel flowage fees. RAMP AREA USE AGREEMENT FEDERAL EXPRESS CORPORATION -- PAGE 4 ARTICLE IV RIGHTS RESERVED TO LESSOR The following rights are reserved to CITY, and FEDERAL EXPRESS agrees that all rights, powers and privileges granted under the terms of this Agreement shall be subordinated to CITY's rights as hereinafter stated. 4.01. AIRPORT HAZARDS. CITY reserves the right to take action it considers necessary to protect the aerial approaches of the Airport against obstruction, together with the right to prevent FEDERAL EXPRESS from erecting or permitting the erection of any building or other structure on the Airport which in the opinion of CITY would limit the usefulness of the Airport or constitute a hazard to aircraft. 4.02. AGREEMENT WITH UNITED STATES. During time of war or national emergency, CITY shall have the right to enter into an agreement with the United States government for military or naval use of all or part of the landing area, the publicly -owned air navigation facilities, and other areas or facilities of the Airport. If any such agreement is executed, the provisions of this instrument, insofar as -they are inconsistent with the provisions of the agreement with the Government, shall be suspended.. 4.03. SUBORDINATION OF FEDERAL EXPRESS' RIGHTS. This Agreement shall be subordinate to the provisions of any existing or future agreement between the CITY and the United States pertaining to the operation and maintenance of the Airport, the execution of which has been or may be required as a condition precedent to the expenditure of federal funds for the development of the Airport. 4.04. SUSPENSION OF FEDERAL EXPRESS' ,RIGHTS. All rights, privileges and interests acquired herein by FEDERAL EXPRESS, at the option of CITY, following thirty (30) days written notice to FEDERAL EXPRESS, may be suspended if such suspension is found by CITY, acting in good faith, to be necessary to secure federal RAMP AREA USE AGREEMENT FEDERAL EXPRESS CORPORATION -- PAGE 5 financial aid for the development of the Airport, or further development of aeronautical operations thereon. ARTICLE V GENERAL CONDITIONS This Agreement is granted subject to the following provisions and conditions: 5.01. RULES AND REGULATIONS. In conducting its business hereunder, FEDERAL EXPRESS shall comply with all applicable laws of the United States of America and the State of Texas, the rules and regulations promulgated by their authority pertaining to aviation and air navigation, and all reasonable and applicable rules, regulations and ordinances of the City of Lubbock now in force or hereafter prescribed or promulgated by authority or by law. 5.02. IMPROVEMENTS OR ALTERATIONS. FEDERAL EXPRESS shall not make, permit or suffer any additions, improvements or alterations to the ramp area without prior written consent of CITY. Any such additions, improvements or alterations made with the consent of CITY shall be solely at the expense of FEDERAL EXPRESS and unless such consent provides specifically that title to the additions, improvements or alterations so made shall vest in FEDERAL EXPRESS, title thereto shall at all times remain in CITY and such additions, improvements or alterations shall be subject to all terms and conditions of this instrument. 5.03. REMOVAL AND DEMOLITION. FEDERAL EXPRESS shall not remove or demolish, in whole or in part, any improvements that already exist on the ramp area without prior written consent of CITY, which may, at its discretion, condition such consent upon the obligation of FEDERAL EXPRESS to replace the same improvements specified in such consent upon termination of this Agreement. CITY shall not impose unreasonable conditions on its consent. RAMP AREA USE AGREEMENT FEDERAL EXPRESS CORPORATION -- PAGE 6 5.04. MECHANIC'S LIENS. FEDERAL EXPRESS shall not bind or attempt to bind CITY for payment of any money in connection with installations, alterations, additions or repairs on the ramp area or any of FEDERAL EXPRESS' equipment or facilities located on the ramp area and shall not permit any mechanic's, materialman's or contractor's liens to arise against the ramp area or any improvements, equipment, machinery or fixtures thereon belonging to CITY, and FEDERAL EXPRESS expressly agrees that it will keep and save CITY harmless from all costs and damages resulting from any lien or liens of any character created or that may be asserted through any act or thing done by FEDERAL EXPRESS. 5.05. DUTY TO DEFEND. In the event any mechanic's or other liens or orders for payment shall be filed against the ramp area or improvements thereon, or the property of CITY located thereon, during the term of this Agreement, FEDERAL EXPRESS shall within ten (10) days cause the same to be canceled and discharged of record by bond or otherwise, at the election and expense of FEDERAL EXPRESS, and shall also defend on behalf of CITY, at FEDERAL EXPRESS' sole cost and expense, any action, suit or proceeding which may be brought for the enforcement of such liens or orders. 5.06. CITY' S RIGHT TO INSPECT. CITY, acting by and through the Director of Aviation or other designated representative, shall have the right to inspect the ramp area at all reasonable times during the term of this Agreement and any extension thereof. 5.07. DUTY TO REPAIR. Except as provided herein, any property of CITY, or for which CITY may be responsible, which is damaged or destroyed incident to the exercise of the rights or privileges herein granted, or which damage or destruction is occasioned by the negligence of FEDERAL EXPRESS, its employees, agents, servants, patrons or invitees, shall be properly repaired or replaced by FEDERAL EXPRESS to the satisfaction of the Director of Aviation of CITY, or in lieu of such repair or replacement, FEDERAL EXPRESS shall, if so required by the Director of Aviation, pay CITY money RAMP AREA USE AGREEMENT FEDERAL EXPRESS CORPORATION -- PAGE 7 in any amount deemed sufficient by him to compensate for the loss sustained or expense incurred by CITY by reason of the loss of, damage to, or destruction of such property. 5.08. TRASH DISPOSAL. FEDERAL EXPRESS shall at its sole expense provide a complete and proper arrangement for the adequate sanitary handling and disposal, away from the Airport, of all trash, garbage and other refuse resulting from its business operations authorized by this Agreement. 5.09. UTILITIES. FEDERAL EXPRESS agrees to pay for all utility charges resulting from or connected with FEDERAL EXPRESS' use of the ramp area. 5.10. TAXES AND LICENSES. FEDERAL EXPRESS shall pay all taxes of whatever character that may be lawfully levied or charged upon FEDERAL EXPRESS' use of the ramp area. FEDERAL EXPRESS shall obtain and pay for all licenses or permits necessary or required by law for the construction of any additional improvements, the installation of equipment and furnishings, and any other licenses necessary for the conduct of its business. 5.11. HOLD HARMLESS. FEDERAL EXPRESS agrees to indemnify, defend and forever save CITY, its authorized agents, representatives and employees, harmless from and against any and all penalties, liability, annoyances or losses resulting from claims or court actions of any nature arising directly or indirectly out of any acts or omissions of FEDERAL EXPRESS, its agents, servants, guests, employees or business visitors under this Agreement. 5.12. PUBLIC LIABILITY AND PROPERTY DAMAGE INSURANCE. FEDERAL EXPRESS shall maintain at all times during the term of this Agreement and during any extension, at its sole expense, insurance with an insurance underwriter reasonably acceptable to the Director of Aviation of CITY and authorized to do business in the State of Texas, against claims of public liability and property damage resulting from FEDERAL EXPRESS' business activities at the Airport. The amount of insurance RAMP AREA USE AGREEMENT FEDERAL EXPRESS CORPORATION -- PAGE 8 coverage shall not be less than ONE HUNDRED THOUSAND DOLLARS ($100,000) for property damages as a result of any one event, or less than THREE HUNDRED THOUSAND DOLLARS ($300,000) for personal injury or death of any one person in any one event, or less than FIVE HUNDRED THOUSAND DOLLARS ($500,000) for personal injury or death of two or more persons in any one event. All policies shall contain an agreement on the part of the respective insurers, waiving the right of such insurers to subrogation. Certificates or insurance or other satisfactory evidence of insurance shall be filed with the City Secretary and an additional copy of such certificates given to the Director of Aviation prior to the commencement the term of this Agreement. Each policy shall name the City of Lubbock as an additional insured as its interest may appear, require the insurer to notify the Director of Aviation of CITY of any alteration, renewal or cancellation, and remain in full force and effect until at least ten (10) days after such notice of alteration, renewal or cancellation is received by the Director of Aviation. 5.13. FIRE INSURANCE. FEDERAL EXPRESS shall insure for fire and extended coverage risks all of FEDERAL EXPRESS' improvements on the ramp area and shall keep such insurance in full force and effect during the entire term of this Agreement and during any subsequent extension. Such insurance shall be in an amount equal to the full insurable replacement value of such improvements. All fire insurance policies shall contain loss payable endorsements in favor of the parties as their respective interests may appear hereunder, and an agreement on the part of the insurers waiving the right of such insurers to subrogation. FEDERAL EXPRESS shall furnish three (3) copies of certificates of insurance or other satisfactory evidence of compliance with this provision to the City Secretary of CITY prior to the commencement of the term of this Agreement. RAMP AREA USE AGREEMENT FEDERAL EXPRESS CORPORATION -- PAGE 9 5.14. FEDERAL EXPRESS SHALL VACATE. On or before the date of expiration of this Agreement, FEDERAL EXPRESS shall, as required by the Director of Aviation of CITY, vacate said ramp area, remove all property of FEDERAL EXPRESS, and restore the ramp area and any improvements, facilities and equipment thereon to as good condition on such date of expiration as when received, ordinary wear and tear excepted. If, however, this Agreement is terminated pursuant to Article VI, FEDERAL EXPRESS shall vacate the ramp area, remove said property, and restore the ramp area, improvements, facilities and equipment thereon as aforesaid within thirty (30) days following the date of such termination; provided, however, that FEDERAL EXPRESS' right to remove its property is subject to the condition that FEDERAL EXPRESS has paid in full all amounts due and owed to CITY under this Agreement. If FEDERAL EXPRESS shall fail or neglect to remove said property and so restore the ramp area, improvements, facilities and equipment included thereon on or before said expiration or within thirty (30) days or such termination, then at the option of the Director of Aviation of CITY, said property shall either become the property of CITY without compensation therefor or the Director of Aviation may cause such property to be removed, the ramp area, improvements, facilities and equipment included thereon to be restored at the expense of FEDERAL EXPRESS, and no claim for damages against CITY, or its officers, agents or employees shall be created or made on account of such removal and restoration. 5.15. NON DISCRIMINATION. FEDERAL EXPRESS, its agents and employees will not discriminate against any person or class of persons by reason of race, color, sex, religion or national origin in providing any services or in the use of any of its facilities provided for the public; nor shall FEDERAL EXPRESS discriminate against any person or class of persons on the basis of age in a manner that violates any prohibition against such discrimination under the Age Discrimination Act of 1975, 42. U.S.C. 6101 et. sea. RAMP AREA USE AGREEMENT FEDERAL EXPRESS CORPORATION -- PAGE 10 FEDERAL EXPRESS further agrees to comply with such enforcement procedures as the United States might demand that CITY take in order to comply with the Sponsor's Assurances. FEDERAL EXPRESS agrees to not discriminate against any employees or applicant for employment because of race, color, age, sex, religion or national origin. FEDERAL EXPRESS also agrees to take affirmative action to ensure that applicants are employed and that employees are treated during employment without regard to their race, color, age, sex, religion or national origin. Such action shall include, but not be limited to, employment, upgrading, demotion or transfer, recruitment, layoff, rates of pay or other forms of compensation, and selection for training, including apprenticeship. FEDERAL EXPRESS will also conduct its activities and operate its facilities in accordance with the requirements of Section 504 of the Rehabilitation Act of 1973, and will assure that no qualified handicapped person shall, solely by reason of his or her handicap, be excluded from participation in, be denied the benefits of, or otherwise be subjected to discrimination, including discrimination in employment, under any program or activity of FEDERAL EXPRESS. 5.16. WARRANTY OF NO SOLICITATION. FEDERAL EXPRESS warrants that it has not employed any person employed by CITY to solicit or secure this Agreement upon any agreement for a commission, percentage, brokerage or contingent fee. 5.17. NO ASSIGNMENT. Except with prior written consent of the Director of Aviation of CITY, FEDERAL EXPRESS shall not assign any of its rights hereunder. No such assignment made with the Director's consent shall affect FEDERAL EXPRESS' obligations to make all required fee payments hereunder upon default of an assignee. 5.18. WAIVER. The failure of CITY to insist in any one or more instance upon performance of any of the terms or conditions of this Agreement shall not be construed as RAMP AREA USE AGREEMENT FEDERAL EXPRESS CORPORATION -- PAGE I I upon providing notice to FEDERAL EXPRESS at least six months in advance of such development or improvement. Should the developments or improvements prevent ;IIAIL! FEDERAL EXPRESS from conducting its operations at the airport, ramp fees shall abate in proportion to the period of time that FEDERAL EXPRESS' use is interrupted. a waiver or relinquishment of the future performance of any such terms or conditions. and FEDERAL EXPRESS' obligation with respect to such future performance shall continue to be in full force and effect. 5.19. CITY'S RIGHT TO LEASE TERMINAL BUILDING. FEDERAL EXPRESS agrees that CITY has the right to lease portions of the Old Terminal Building to any tenants as CITY desires. 5.20. DUTY TO PREVENT UNAUTHORIZED ACCESS TO THE RAMP AREA. FEDERAL EXPRESS shall prohibit both unauthorized persons and vehicles from entering those Airport premises which FEDERAL EXPRESS has priority use of. and FEDERAL EXPRESS agrees that in the event that a civil penalty or fine is levied against the Airport or CITY as a result of FEDERAL EXPRESS' failure to comply or act in accordance with this provision or any other applicable federal, state or local statutes, ordinances, rules and regulations affecting the use, occupancy or operation of any of said premises, FEDERAL EXPRESS shall immediately reimburse the Airport or CITY the full amount of the penalty or fine and correct the act or omission leading to, causing or contributing to the violation. 5.21. DEVELOPMENT OF AIRPORT. FEDERAL EXPRESS agrees that CITY has the right to further develop or improve the Airport as CITY deems necessary,* nag files fti c�esircrerroie�sof FED ERRA+-E*PRE*F,-tm+wi4im t-in lmtCh anee-fierefrerrr. ARTICLE VI TERMINATION This Agreement is subject to termination for the reasons set forth below, provided that thirty (30) days written notice is given to the nonterminating party. 6.01. FEDERAL EXPRESS' RIGHT TO TERMINATE. FEDERAL EXPRESS may terminate this Agreement upon the happening of any of the following: RAMP AREA USE AGREEMENT FEDERAL EXPRESS CORPORATION -- PAGE 12 A. The permanent abandonment by the CITY of the Airport as an air terminal. B. The issuance by any court of competent jurisdiction of an injunction in any way preventing or restraining the use of the ramp area for at least thirty (30) days. C. The breach by CITY of any of the terms, covenants or conditions of this Agreement to be kept, performed and observed by CITY, and the failure of CITY to remedy such breach for a period of sixty (60) days after written notice from FEDERAL EXPRESS of the existence of such breach. D. The assumption by the United States Government, or any authorized agency of same, of the operation, control or use of the Airport and its facilities in such a manner as to substantially restrict FEDERAL EXPRESS from operating under the terms of this Agreement, if such restriction is to continue or has continued for a period of three (3) months or more. 6.02. CITY'S RIGHT TO TERMINATE. CITY may terminate this Agreement upon the happening of any of the following: A. If FEDERAL EXPRESS shall file a voluntary petition of bankruptcy; or, if proceedings in bankruptcy shall be instituted against FEDERAL EXPRESS and it is thereafter adjudicated as bankrupt pursuant to such proceedings; or if a court shall take jurisdiction of FEDERAL EXPRESS and its assets pursuant to proceedings brought under the provisions of any federal reorganization act; or if a receiver for FEDERAL EXPRESS' assets is appointed under state or federal law; or if FEDERAL EXPRESS shall be divested of its rights, powers and privileges under this Agreement by other operation of law. B. If FEDERAL EXPRESS shall abandon and discontinue operations under this Agreement. C. If FEDERAL EXPRESS shall default in or fail to make any fee payments at the time and in the amounts required under this Agreement. RAMP AREA USE AGREEMENT FEDERAL EXPRESS CORPORATION -- PAGE 13 D. If FEDERAL EXPRESS shall fail to perform, keep and observe all of the covenants and conditions contained in this Agreement to be performed, kept and observed by FEDERAL EXPRESS. E. If FEDERAL EXPRESS shall fail to abide by all applicable laws, ordinances and rules and regulations of the United States, State of Texas, City of Lubbock or Director of Aviation of CITY. F. If CITY, acting in good faith, finds termination of the rights, privileges and interests of FEDERAL EXPRESS acquired under this Agreement to be necessary to secure federal financial aid for the development of the Airport, or further development of aeronautical operations thereon. 6.03. FIRE DAMAGE. In the event the ramp area for which FEDERAL EXPRESS is herein granted priority use is damaged by fire or other accidental cause during the term of this Agreement, or during any subsequent extension, so as to become totally or partially unusable, CITY shall have the option to restore the premises to their former condition. If CITY exercises its option to restore the premises, CITY shall proceed with due diligence. If the damage is so extensive as to amount practically to the total destruction of the utility of the ramp area for the uses expressed in this Agreement, FEDERAL EXPRESS' obligation to pay fees hereunder shall abate for the time and to the extent that the ramp area has been rendered unusable. Should CITY not exercise its option to restore the premises, this Agreement shall terminate, such termination to be effective on the date of damage by fire or other accidental cause, and all fees due pursuant to this Agreement shall be apportioned to that date. RAMP AREA USE AGREEMENT FEDERAL EXPRESS CORPORATION -- PAGE 14 ARTICLE VII MISCELLANEOUS PROVISIONS 7.01. NOTICES. Notices to CITY provided for herein shall be sufficient if sent by Federal Express mail service or certified mail, postage prepaid, addressed to the Director of Aviation, Route 3, Box 389, Lubbock, Texas 79401, and notices to FEDERAL EXPRESS, if sent by Federal Express mail service or certified mail, postage prepaid, addressed to Federal Express Corporation, Airport Relations & Development, 2003 Corporate Avenue, 2nd Floor, Memphis, Tennessee, 38132, or to such other addresses as the parties may designate to each other in writing from time to time. 7.02. HOLDING OVER. In the event FEDERAL EXPRESS continues its usage of the ramp area after the expiration of this Agreement, without any written renewal or extension of this Agreement, such holding over shall not be deemed as a renewal or extension of the same, and may be terminated at any time by the Director of Aviation of CITY. 7.03. RIGHT OF FIRST REFUSAL. While this Agreement is in effect, FEDERAL EXPRESS shall have the right of first refusal to lease a tract of land immediately adjacent to the south edge of the ramp area described in Exhibit A and which extends south approximately 200 feet and contains approximately 64.000 square feet. However, FEDERAL EXPRESS shall forfeit such right if FEDERAL EXPRESS fails to execute a lease for the tract of land herein described within thirty (30) days of receipt of a written request from the Director of Aviation of the CITY that such a lease be executed. RAMP AREA USE AGREEMENT FEDERAL EXPRESS CORPORATION -- PAGE 15 EXECUTED this 23rd FEDERAL EXPRESS CORPORATI BY: /vi.l&tA ATTEST: Place Corporate Seal day of March 1995 ATTEST: &A, , I - rj, Betty A Johnso City Secretary APPROVED AS TO CONTENT: .� Jim Newsome, A.A.E. Interim Director of Aviation APPROVED AS TO FORM: Harold Willard, Assistant City Attorney HW:da cityatt/A-FEDEX.doc February 8, 1995 APPROVED TO LEGAL FORM -5 AL DEPT. 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