HomeMy WebLinkAboutResolution - 2018-R0390 - Agreement With UPS - 11/01/2018Resolution No. 201 S-R0390
Item No. 6.10
November 1, 2018
RESOLUTION
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK:
THAT the Mayor of the City of Lubbock is hereby authorized and directed to execute for
and on behalf of the City of Lubbock, a Certificated Airline Operating Agreement and Ramp Use
Lease, by and between the City of Lubbock and United Parcel Service Co., and related
documents. Said Lease is attached hereto and incorporated in this resolution as if fully set forth
herein and shall be included in the minutes of the City Council.
Passed by the City Council on Nnvetnber 1, 2018
DANIEL M. POPE, MAYOR
ATTEST:
ca Garza, City Se
APPROVED AS TO CONTENT:
Kelly CaMpbell, Director
APPROVE ' TO FORM:
I c 1 terw i e, >Fi Assistant City Attorney
ccdocs RES.Agrmt- Certificated Airline Operating Agreement and Ramp Use Lease, UPS
October 17, 2018
Resolution No. 2018-R0390
CERTIFICATED AIRLINE OPERATING
AGREEMENT AND RAMP USE LEASE
for
Lubbock Preston Smith International Airport
By and between
City of Lubbock
Lubbock, Texas
AND
UNITED PARCEL SERVICE, CO.
TABLE OF CONTENTS
Certificated Airline Operating Agreement and Ramp Use Lease......................................................................... 6
Article1. Definitions
....................................................................................................................................
7
1.01
Affiliated Airline.............................................................................................................
7
1.02
Agreement.......................................................................................................................7
1.03
Air Transportation Business............................................................................................
7
1.04
Air Transportation Company..........................................................................................
7
1.05
Aircraft Parking Charge..................................................................................................
7
1.06
Airfield............................................................................................................................8
1.07
AIRLINE.........................................................................................................................8
1.08
Airline Premises. .................................................................................................
_ .... .... 8
1.09
Airport .............................................................................................................................8
1.10
Airport Affairs Coirunittee(AAC)..................................................................................
8
1.11
Assigned Aircraft Parking Positions...............................................................................
8
1.12
Amortization...................................................................................................................
8
1.13
Annual Rates and Charges Sheet....................................................................................
8
1.14
Aviation Department.......................................................................................................
8
1.15
Bonds... ...........................................................................................................
_ ............. 8
1.16
Capital Expenditure.........................................................................................................9
1.17
Small Capital Expenditure..............................................................................................
9
1.18
Large Capital Expenditure.............................................................................................. 9
1.19
Cargo Aircraft Aprons. ....................................................................................................
9
1,20
CITY.................................................................................................................................9
1.21
Cost Centers.................................................................................................................... 9
1.21.1 Direct Cost Centers............................................................................................
9
1.21.2 Indirect Cost Centers: ......................................................................................
10
1,22
Customer Facility Charge (CFC)..................................................................................
10
1.23
Debt Service..................................................................................................................
10
1.24
Director of Aviation......................................................................................................
10
1,25
Environmental Laws.....................................................................................................
10
1.26
FAA...............................................................................................................................11
1.27
Fiscal Year....................................................................................................................
11
1.28
Ground Handling Services............................................................................................
11
1.29
Hazardous Material .............
1.30
Landing Fee...................................................................................................................
11
1.31
Leased Premises............................................................................................................
11
1.32
Maximum Gross Landed Weight..................................................................................
12
1.33
Non -Signatory Airline...................................................................................................
12
1,34
Operation and Maintenance Expenses........................................................
................ .. 12
1.35
O&M Expenses Reserve Requirement..........................................................................
12
1.36
Rates-- .................... ........ .................... ............................ ............................
12
1.37
Revenue Landing..........................................................................................................
12
1.38
Revenues.......................................................................................................................13
1.39
Rules and Regulations...................................................................................................
13
1.40
Scheduled Air Carrier...................................................................................................
13
1.41
Scheduled Landings......................................................................................................
13
1.42
Signatory Airline...........................................................................................................
13
1.43
Substantial Completion.... ............. - ... ................ .................... -- ..................... - .......
13
1.44
Term..............................................................................................................................
13
1.45
Terminal Building or Terminal...... .................. - .................................. ---- ...............
] 3
1.46
Terminal Aircraft Aprons..............................................................................................
13
1.47
Terminal Rental Rate........................................................................................
1.48
TSA......................................................................................... ...
14
Article2.
Tenn
............................................................................................................................................
15
2.01
Term............................................................................................................ ............
15
2.02
Renewal Option. ......... ........................... ......................................................................
15
2.03
Holding Over.................................................................................................................
15
Article 3.
Rights and Privileges of Airline..................................................................................................
16
3.01
AIRLINE Rights and Privileges....................................................................................
16
3.02
Exclusions and Reservations.........................................................................................
18
Article4.
Premises
......................................................................................................................................
70
4.01
Leased Premises............................................................................................................
20
4.02
Employee Parking Facilities..........................................................................................
20
4.03
Construction and Airport Expansion and Inconvenience ..............................................
20
4,04
Surrender of Airline's Premises....................................................................................
21
Article 5.
RentaIs,
Fees, and Charges.........................................................................................................
22
5.01
General..................................................................................... ...22
..................................
5.02
Landing Fees....... ........... ......... -- ... ........ - .................... ....................................
22
5.03
Ramp Rental..................................................................................................................
22
5.04
Other Fees and Charges................................................................................................
22
5,05
Infonnation to be Supplied by AIRLINE......................................................................
23
5.06
Payments.......................................................................................................................25
5.07
Security for Performance..............................................................................................
26
5.08
No Further Charges.......................................................................................................
27
Article 6.
Changes in Rates For Rentals, Fees, and Charges.......................................................................
28
6.01
Annual Rate Changes... ........................... ............ ........................................................
28
6.02
Other Rate Changes.......................................................................................................
29
6.03
Incorporation of Exhibit E............................................................................................ 29
6.04
Settlement......................................................................................................................29
6.05
City Covenants..............................................................................................................
30
Article 7.
Operation
and Maintenance of airport ........................................................................................
31
7.01
General..........................................................................................................................31
7.02
CITY's Right to Inspect and Make Repairs..... ........................................................... - 31
7.03
Alterations and Improvements......................................................................................
32
7.04
Debts, Liens, Mortgages...............................................................................................
32
Article 8.
Damage or Destruction of Airline's Premises............................................................................
33
&01
Minor Damage..............................................................................................................
33
8.02
Substantial Damage.......................................................................................................
33
8.03
Destruction....................................................................................................................33
8.04
Damage Caused By AIRLINE......................................................................................
34
8.05
CITY's Responsibilities.................................................................................................
34
Article 9.
Insurance and Indemnification....................................................................................................
35
9.01
Indemnification.............................................................................................................
35
9.02
Insurance.......................................................................................................................
36
Article 10.
Transfer of Airline's Premises by Assignment or Subletting
....................................................... 41
10.01
General..........................................................................................................................41
10.02
CITY Approval of Assignments...................................................................................
41
10.03
CITY Approval of Subleases........................................................................................
41
I0.04
Reasons for Disapproval Not Comprehensive..............................................................
42
10.05
Method of Obtaining Approval.... ..........................................................................
- .... 42
10.06
Administrative Charge..................................................................................................42
10.07
AIRLINE to Remain Liable..........................................................................................42
10.08
CITY Determination of Type of Agreement.................................................................
42
Article 11. Relinquishment of Airline's Premises........................................................................................ 43
11.01 Notice of Intent to Relinquish Airline's Premises. ........................................................ 43
11.02 Non -waiver of Responsibility...................................................................................... 43
11.03 Reduction of Rent, Fees, and charges........................................................................... 43
Article 12. Cancellation by City......................................................................................... ... 44
.......................
12.01 Events of Default...........................................................................................................44
[2.02 Continuing Responsibilities of AIRLINE..................................................................... 45
12.03 CITY's Remedies.......................................................................................................... 46
12.04 Remedies Under Federal Bankruptcy Laws ................................ .. 47
................................
Article 13. Cancellation by Airline................................................................................................................ 48
13.01 Events of Default... ........................................................................................................ 48
13.02 AIRLINE's Remedy................................................................................ .......... 48
Article 14. Government Inclusion.................................................................................................................49
14.01 Government Agreements.............................................................................................. 49
14.02 Federal Government's Emergency Clause..................................................................... 49
14.03 Nondiscrimination.........................................................................................................49
14.04 Security.........................................................................................................................50
14.05 Environmental...............................................................................................................50
Article 15. General Provisions.......................................................................................................................
55
15.01
Nonwaiver.....................................................................................................................55
15.02
Rights Non-Exclusive...................................................................................................
55
15.03
Quiet Enjoyment...........................................................................................................
55
15.04
Perfonnance..................................................................................................................55
15.05
Aviation Rights.............................................................................................................
55
15.06
Rules and Regulations and Operational Directives.......................................................
56
15.07
Inspection......................................................................................................................
56
15.08
No Individual Liability..................................................................................................
56
15.09
Relationship of Parties..................................................................................................
56
15.10
Capacity to Execute.......................................................................................................
57
15.11
Savings........................................................................................ ...57
15.12
Successors and Assigns Bound.....................................................................................
57
15.13
Incorporation of Exhibits..............................................................................................
57
15.14
Titles..............................................................................................................................57
15.15
Severability...................................................................................................................57
15.16
Amendments.................................................................................................................57
15.17
Other Agreements.... . ... _.__ ........................................................................................
57
15.18
Approvals......................................................................................................................58
15.19
Notice............................................................................................................................58
15.20
Agent for Service..........................................................................................................
58
15.21
Governing Law and Legal Forum.................................................................................
59
15.22
Force Majeure.............................. .................................................................................
59
15.23
Most Favored Nation.....................................................................................................
59
15.24
Entire Agreement..........................................................................................................
59
-IV-
LIST OF EXHIBITS
Exhibit A: Airport Boundaries
Exhibit B: Leased Premises
Exhibit C: Blank Page
Exhibit D: Responsibilities of CITY and AIRLINE for Operation and Maintenance
Exhibit E: Changes in Rates for Rentals, Fees, and charges
Exhibit F: Affiliate Identification and Requirements
Exhibit G: Statistical Report
WC
CERTIFICATED AIRLINE OPERATING
AGREEMENT AND RAMP USE LEASE
THIS LEASE AGREEMENT, made this day of , 2018, by and between
the City of Lubbock, Texas, a municipal corporation organized and existing under the laws of the State of Texas,
(hereinafter referred to as "CITY"), and United Parcel Service Co., a corporation incorporated under the laws of
the State of Delaware, with its principal office at Louisville, Kentucky (as hereinafter defined and referred to as
"AIRLINE").
WITNESSETH
WHEREAS, CITY owns and operates Lubbock Preston Smith International Airport, located in
Lubbock, Lubbock County, Texas, (hereinafter referred to as "Airport"); and
WHEREAS, AIRLINE is engaged in the business of air transportation of persons, property, cargo, small
packages, and mail, and is certificated by the Federal Aviation Administration to provide such services through
Lubbock Preston Smith International Airport; and
WHEREAS, AIRLINE desires to lease certain premises, use certain facilities, and acquire certain rights
and privileges from CITY in connection with its use of the Airport, and CITY is willing to lease and grant the
same to AIRLINE upon the terms and conditions hereinafter stated; and
WHEREAS, CITY and AIRLINE each certify that their corporation has the power and authority to enter
into this Agreement;
WHEREAS, AIRLINE and CITY agree to enter into this Agreement, specifying the rights and
obligations of the parties with respect to the lease, use and occupancy, or use of certain premises of the Airport
by AIRLINE;
NOW THEREFORE, forand in consideration of the mutual covenants and agreements herein contained,
CITY and AIRLINE do hereby mutually undertake, promise and agree, each for itself and its successors and
assigns as follows:
Article 1. DEFINITIONS
1.01 Affiliated Airline shall mean any Air Transportation Company that: (I) is a parent or subsidiary
of Airline, a subsidiary of the parent of Airline or otherwise under common control with Airline; (2) shares
an International Air Transport Association (IATA) code with Airline at the Airport; or (3) otherwise
operates under essentially the same trade name as Airline or its parent or subsidiary at the Airport or uses
essentially the same livery as Airline or its parent or subsidiary; provided that no "major" airline, as such
tern is defined by the FAA, shall be classified as an Affiliate of another "major" airline unless either clause
(1) or (3) above defines the relationship between such airlines at the Airport. A Signatory Airline must
designate in writing to the CITY any Air Transportation Company that will be an Affiliate of that Signatory
Airline at the Airport. A Signatory Airline must also designate in writing to the City to terminate such
Affiliate status of an Air Transportation Company. Affiliates shall have the rights afforded Airline without
payment of any additional charges or premiums, provided Airline (a) remains a Signatory Airline to this
Agreement; (b) agrees to be billed for Affiliate's activity at the Airport; and (c) agrees and shall be obligated
to serve as a financial guarantor for all rentals, fees, and charges incurred by any Affiliate of Airline at the
Airport. Airline shall be responsible for any and all unpaid rentals, fees, and charges of any such Affiliate
while such Affiliate operates at the Airport as an Affiliate of Airline; provided however, Airline shall only
be responsible for such payments as relate to any terminated Affiliate's operations before such termination
as an Affiliate of Airline took effect. Termination as an Affiliate of Airline will not occur until Airline
notifies the City in writing and such termination will be effective as of the date of such notification.
1.02 Agreement shall mean this Certificated Airline Operating Agreement and Ramp Use Lease
between CITY and AIRLINE, as the same may be amended, modified or altered from time -to -time pursuant
to the terms hereof.
1.03 Air Transportation Business shall mean that business operated by AIRLINE at the Airport for
the commercial transportation by air of persons, property, mail, parcels and/or cargo and all associated
reasonable activities.
1.04 Air Transportation Company shall mean a legal entity engaged in the business of scheduled or
non-scheduled commercial transportation by air of persons, property, mail, parcels and/or cargo.
1.05 Aircraft Parking Charge shall mean a fee assessed by the City for each aircraft parking operation
that occurs on any portion of the Terminal Aircraft Apron located outside of an Air Transportation
Company's Leased Premises as designated in the Annual Rates and Charges Sheet.
--7--
1.06 Airfield shall mean those portions of the Airport provided for the landing, taking off and taxiing
of aircraft, including without limitation, approach and turning zones, aviation or other easements, runways,
taxiways, runway and taxiway lights, and other appurtenances in connection therewith.
1.07 AIRLINE shall mean the Air Transportation Company executing this Agreement.
1.08 Airline Premises shall mean those areas leased to AIRLINE as shown in Exhibit B, attached
hereto.
1.09 Airport shall mean Lubbock Preston Sinith International Airport in Lubbock, Lubbock County,
Texas, owned and operated by CITY, including all real property easements or any other interest therein as
well as all improvements and appurtenances thereto, structures, buildings, fixtures, and all tangible personal
property or interest in any of the foregoing, now or hereafter owned leased or operated by CITY.
1.10 Airport Affairs Committee {AACshall mean collectively the authorized representatives of each
Signatory Airline that shall meet from time -to -time with representatives of CITY to receive infonnation and
provide input from/to the Signatory Airlines with regard to selected operation and development matters of
the Airport,
1.11 Assigned Aircraft Parking Positions shall mean aircraft parking positions at the Airport that
have been assigned by the Director of Aviation.
1.12 Amortization shall mean the amount to recover a Large Capital Expenditure which is not debt
financed, and shall be calculated based on the expected useful life of the Large Capital Expenditure with a
rate of return, equivalent to the City's cost of capital as of the date of Substantial Completion. Amortization
will commence in the Fiscal Year immediately following date of Substantial Completion of any such Large
Capital Expenditure.
1.13 Annual Rates and Charges Sheet shall mean the notification sent by the CITY to Airline prior
to start of Airport's fiscal year that includes a list of all rates and fees for the upcoming fiscal year.
1.14 Aviation Department shall mean the Aviation Department of the City of Lubbock.
1.15 Bonds shall mean any bonds or other financing instrument or obligation of the CITY, issued
for the purposes of improving the Airport, in which the Aviation Department is responsible for payment of
the annual interest and principal associated with such bonds.
M—M
1.1 b Capital Expenditure shall mean an expenditure, made to acquire, purchase or construct a single
capital item or project for the purpose(s) of improving, maintaining or developing the Airport.
1.17 Small Capital Expenditure shall mean a Capital Expenditure funded with $100,000 or less of
CITY funds (excluding (i) proceeds from Bonds; (ii) proceeds from insurance resulting from casualty
damage to or destruction of improvements on the Airport; (iii) federal or state grant funds; and (iv) Passenger
Facility Charges (PFCs)).
1.18 Large Capital Expenditure shall mean a Capital Expenditure funded with more than $100,000
of CITY funds (excluding (i) proceeds from Bonds; (ii) proceeds from insurance resulting from casualty
damage to or destruction of improvements on the Airport; (iii) federal or state grant funds; and (iv) PFCs).
1.19 Cargo Aircraft Aprons shall mean those areas of the Airport that are designated for the parking
of cargo aircraft and support vehicles, and the loading and unloading of cargo aircraft, as shown in Exhibit
A, attached hereto.
1.20 CITY shall mean the City of Lubbock, who has the ownership, custody, control and management
of the Airport.
1.21 Cost Centers shaII mean those areas or functional activities of the Airport used for the purposes
of accounting for Revenues, Operating and Maintenance (O&M) Expenses, O&M Expenses Reserve
Requirement, Debt Service, Small Capital Expenditures and Amortization of Large Capital Expenditures,
and for calculating and adjusting certain rentals, fees, and charges described herein, as they now exist or
may hereafter be modified, changed, or developed, as more particularly described below:
1.21.1 Direct Cost Centers
1.21.1.1 Airfield Cost Center includes the Airfield, the Terminal Aircraft Aprons and the Cargo
Aircraft Aprons.
1.21.1.2 Terminal Cost Center includes the Airport Terminal Building and associated curbside
entrance areas and adjoining landscaped areas.
1.21.1.3 Other Cost Center includes all portions of the Airport provided for areas outside of Airfield
and Terminal Cost Centers.
l .21.2 Indirect Cost Centers:
1.21.2.1 Administrative Cost Center includes the administrative functions of the Airport.
1.21.2.2 Aircraft _Rescue and Fire Fighting (ARFF) Cost Center includes all rescue and firefighting
functions at the Airport.
1.21.2.3 Airport Police Cost Center includes all police and law enforcement functions at the Airport.
I.21.2.4 Indirect Cost Center includes all additional miscellaneous expenses at the City related to the
Airport's operation
1.21.2.5 Operations and Security Cost Center includes all functions of the Airport related to general
operations and security.
1.21.2.6 Parking Cost Center includes all functions of the Airport related to the parking lots and
garages.
1.22 Customer Facility Charge (CFQ shall mean the charge imposed by the City, which is collected
and remitted by the Rental Car Agencies ("RACS"), upon a car rental customer arriving at the Airport and
renting a vehicle and provided to the Airport for expenditure on car rental facilities improvements.
1.23 Debt Service shall mean with respect to any series of Bonds, as of any particular date of
computation and for any particular period or year, of the aggregate amount required to be deposited during
such period or year for interest and principal associated with such Bonds.
1.24 Director of Aviation shall mean the CITY's Director of Aviation or such other person
designated by CITY to exercise Functions with respect to the rights and obligations of CITY under this
Agreement.
L25 Environmental Laws shall mean all applicable local, state, and federal laws, statutes,
ordinances, rules, regulations, orders, and contracts, and with all applicable policies promulgated or
sponsored by the insurance companies providing coverage required by this Contract, if any, concerning or
relating to public health and safety, worker/occupational health and safety, and pollution or protection of the
environment, including, but not limited to, the Clean Water Act, 33 U.S.C. Section 1251, et seq., the Solid
Waste Disposal Act, 42 U.S.C. Section 6901, et seq., the Comprehensive Environmental Response;
Compensation and Liability Act, 42 U.S.C. Section 9601, et seq.;
1.26 FAA shall mean the Federal Aviation Administration, or its authorized successor(s).
1.27 Fiscal Year shall mean the annual accounting period of CITY for its general accounting
purposes which, at the time of entering into this Agreement, is the period of twelve consecutive months,
ending with the last day of September of any year.
1.28 Ground Handling Services shall mean services provided to an aircraft that prepares the aircraft
for flight, such as the guiding and parking of aircraft, catering, loading and unloading of baggage, fuel
arrangements, passengers, etc. and also activities such as ticketing and check -in.
1.29 Hazardous Material shall mean: (i) any oil petroleum products, flammable substances,
explosives, radioactive materials, hazardous wastes or substances, toxic wastes or substances or any other
wastes, materials or pollutants which pose a hazard to the Airport premises or to the safety and/or health of
persons on or about the Airport and /or cause Airline Premises to be in violation of any federal, state, or
local laws governing or regulating hazardous materials; (ii) asbestos in any form, urea formaldehyde Foam
insulation, transformers or other equipment which contain dielectric fluid containing regulated levels of
polychlorinated biphenyls, or radon gas; (iii) any chemical, material or substance defined as or included in
the definition of "hazardous substances", "hazardous waste", "hazardous material", "extremely hazardous
waste", "restricted hazardous waste", "toxic substance" or similar words under any applicable local, state,
or federal laws, or any regulations promulgated pursuant thereto, including, but not limited to: the
Comprehensive Environmental Response, Compensation and Liability Act of 1980 (CERCLA), as
amended, 42 U.S.C. §§9601, et. seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.
U.S.C. §§1801, et seq.; the Federal Water Pollution Control Act (CWA), as amended, 33 U.S.0 §§1251 et
seq.; The Resource Conservation and Recovery Act (RCRA), as amended, 42 U.S.C. §§6901, et seq.; the
Toxic Substances Control Act (TSCA), as amended, 15 U.S.C. §§32601,et seq.; (iv) any other chemical,
material or substance, exposure to which is prohibited, limited or regulated by government CITY, and which
may or could pose a hazard to the health and safety of occupants of the Airport, and or to any person entering
upon the Airport or adjacent property; and/or (v) any other chemical, material or substance which may or
could pose a hazard to the environment or a person.
1.30 Landing Fee shall mean a fee per thousand pounds of the Maximum Gross Landed Weight of
each type of AIRLINE's aircraft and shall be multiplied by the total of all Maximum Gross Landed Weight
for all Revenue Landings of each type of aircraft landed at the Airport by AIRLINE. The calculation of the
annual Landing Fee is set forth in Exhibit E,
1.31 Leased Premises shall mean those portions of the Airport assigned to AIRLINE, as shown in
Exhibit B, attached hereto, to which AIRLINE shall have priority over other users.
1.32 Maximum Gross Landed Weight shall mean the maximum gross certificated Ianding weight in
one thousand pound units for which each aircraft operated at the Airport by AIRLINE as certificated by the
FAA or its successor.
1.33 Non -Signatory Airline shall mean any Air Transportation Company providing service at the
Airport that has not signed this Agreement and is operating under the tenns of a separate agreement that has
terms that are not more favorable to this Agreement. Non -Signatory Airlines shall pay Non -Signatory rates,
fees and charges presented in Exhibit E, which will include a premium that is determined by the Director of
Aviation.
1.34 Operation and Maintenance Expenses shall mean O&M Expenses paid or accrued, of operation,
maintenance, and ordinary current repairs of said Airport and shall include, without limiting the generality
of the foregoing, insurance premiums, administrative expenses of the CITY relating solely to the Airport,
including engineering, architectural, legal, airport consultants, accounting fees and expenses and such other
reasonable current expenses as shall be in accordance with sound accounting practice. O&M Expenses shall
not include any allowance for depreciation or renewals or replacements or obsolescence of capital assets of
the Airport, or any operation and maintenance expenses of Special Purpose Facilities buildings where the
lessees thereof are obligated to pay such operation and maintenance expenses.
1.35 O&M Expenses Reserve Requirement shall mean an amount equal to 25 percent of the annual
O&M Expenses for the current Fiscal Year less an amount equal to 25 percent of the O&M Expenses for
the previous Fiscal Year.
1.36 Rates shall mean the Landing Fee Rate and the Ramp Use Rental Rate.
1.37 Revenue Landing shall mean any aircraft landing by AIRLINE at the Airport for which
AIRLINE receives revenue, including training flights and diversions by AIRLINE, but excluding any flight,
that after having taken off from the Airport and without making a landing at any other airport, returns to
land at the Airport because of meteorological conditions, mechanical or operating causes, or any other reason
of emergency or precaution.
--12--
1.38 Revenues shall mean income accrued by CITY in accordance with generally accepted
accounting practices, including investment earnings, from or in connection with the ownership or operation
of the Airport or any part thereof, or the leasing or use thereof, but do not include PFCs.
1.39 Rules and Regulations sliall mean reasonable and nondiscriminatory rules and regulations as
may be established by the City of Lubbock for the Lubbock Preston Smith InternationaI Airport, and as may
be amended from time -to -time.
1.40 Scheduled Air Carrier shall mean any Air Transportation Company performing or desiring to
perforn, pursuant to published schedules, seasonal or non -seasonal commercial air transportation services
over specified routes to and from the Airport and holding the necessary authority from the appropriate
federal or state agencies to provide such transportation.
1.41 Scheduled Landings shall mean all Revenue Landings at the Airport published by AIRLINE in
either the Official Airline Guide or on AIRLINE's Website.
1.42 Signatory Airline shall mean an Air Transportation Company that has executed an agreement
with the CITY substantially similar to this Agreement, and either: 1) leases at least one holdroom in the
Terminal Building, and other space in the Terminal Building deemed sufficient by the Director of Aviation
to support its operation; or 2) commits to pay an annual minimum financial amount equivalent to no less
than the product of the annual Landing Fee multiplied by 71,000,000 pounds of landed weight.
1.43 Substantial Completion shall mean the date on which CITY's architects and/or engineers certify
any premises, or project, at the Airport to be substantially complete as to permit use and occupancy by
AIRLINE,
1.44 Tenn shall mean the period of time during which AIRLINE's activities at the Airport shall be
governed by this Agreement. Said Tenn shaII begin on the Effective Date, and, except as otherwise set forth
herein, terminate on the date set forth in Article 2,
1.45 Tenninal Building or Terminal shall mean the passenger terminal building and appending
structures at the Airport.
1.46 Tenninal Aircraft Aprons shall mean those areas of the Airport that are designated for the
parking of commercial passenger aircraft and support vehicles, and the loading and unloading of passenger
aircraft.
--13--
1.47 Terminal Rental Rate shall mean fees and charges imposed by City on a per square foot basis
for the use of the Airline Premises. The calculation of the annual Terminal Rental Rate is set forth in Exhibit
E.
1.48 TSA shall mean the Office of Homeland Security and Transportation Security Administration,
or their authorized successor(s).
Words and phrases used in this Agreement but not defined herein shall have their usual and
customary meaning.
--14--
Article 2. TERM
2.01 Tenn. The Tenn of this Agreement shall be for four (4) years beginning on OCTOBER 1,
2018 (hereinafter the "Effective Date"), and ending SEPTEMBER 30, 2022 (hereafter the "Term"), and
the rentals, fees, and charges established in this Agreement shall apply to said Tenn regardless of the
executed date of this Agreement.
2.02 Renewal Option. This Agreement shall renew automatically under the same tenns and conditions
for two separate two-year periods effective October 1, 2022 and October 1, 2024, unless either party provides
the other party written notice 120 days prior to the then current expiration date of its intent not to renew this
Agreement.
2.03 Holding Over, Holding over by AIRLINE after the expiration of the Agreement without the
consent of CITY shall not operate to extend or renew this Agreement. Any such holding over shall be
construed as a tenancy from month -to -month, provided, however, that AIRLINE shall enjoy signatory
rentals, rates, and charges up to one year after expiration of this Agreement or for such longer period during
which good faith negotiations have been started, or as may be agreed in writing by the CITY and AIRLINE.
Thereafter, upon thirty (30) days advance written notice by the CITY, AIRLINE will pay non -signatory
rentals, rates and charges until a new agreement is executed.
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Article 3. RIGHTS AND PRIVILEGES OF AIRLINE
301 AIRLINE Rights and Privileges. In addition to all rights granted elsewhere in this Agreement,
AIRLINE shall have the right to use, in common with others so authorized by CITY, areas, other than areas
]eased preferentially to others, facilities, equipment, and improvements at the Airport for the operation of
AIRLINE's Air Transportation Business and al activities reasonably necessary to such operations, including
but not limited to:
A. The landing, taking off, flying over, taxiing, towing, and conditioning of AIRLINE's
aircraft and, in areas designated by CITY, the extended parking, servicing, deicing, Ioading or
unloading, storage, or maintenance of AIRLINE's aircraft and support equipment subject to Section
3.02(C), and to the availability of space, and subject to such reasonable charges and regulations as CITY
may establish; provided, however, AIRLINE shall not permit the use of the Airfield by any aircraft
operated or controlled by AIRLINE which exceeds the design strength or capability of the Airfield as
described in the then -current FAA -approved Airport Layout Plan (ALP) or other engineering
evaluations performed subsequent to the then -current ALP, including the then -current Airport
Certification Manual,
B. The training of personnel in the employ of or to be employed by AIRLINE and the testing
of aircraft and other equipment being utilized at the Airport in the operation of AIRLINE's Air
Transportation Business; provided, however, said training and testing shall be directly related, but
incidental to the use of the Airport in the operation by AIRLINE of its Air Transportation Business and
shall not unreasonably hamper or interfere with the use of the Airport and its facilities by others entitled
to the use of same. CITY reserves the right to restrict or prohibit such training and testing operations
which it deems to interfere with the use of the Airport, including excessive noise as reasonably
determined by CITY.
C. The purchase at the Airport of fuels, lubricants, and any other supplies and services, from
any person or company, subject to CITY's right to require that each provider of services and/or supplies
to AIRLINE secures a permit from CITY to conduct such activity at the Airport, pays required fees, and
abides by all reasonable rules and regulations established by CITY. No discriminatory limitations or
restrictions shall be imposed by CITY that interferes with such purchases; provided, however, nothing
herein shall be construed to permit AIRLINE to store aviation fuels at the Airport. The granting of the
right to store aviation fuels shall be subject to the execution of a separate agreement between AIRLINE
or Airline Fuel Facility Corporation and CITY.
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D. The servicing by AIRLINE or its suppliers of aircraft and other equipment being utilized
at the Airport by AIRLINE ou the Leased Premises or such other locations as may be designated by the
Director of Aviation.
E. The loading and unloading of persons, property, cargo, parcels and mail by motor vehicles
or other means of conveyance reasonably approved by CITY at Leased Premises or such other locations
as may be designated by the Director of Aviation.
F. The installation and maintenance, at AIRLINE's sole cost and expense, of identifying signs
in AIRLINE's Leased Premises. Installation shall be subject to the prior written approval of the Director
of Aviation. The general type and design of such signs shall be in compliance with CITY's rules and
regulations regarding tenant signage. All identifying signage previously approved by the Director and
installed as of the Effective Date is deemed to be approved. Signage will not be permitted in areas other
than AIRLINE's Leased Premises.
G. The installation, maintenance, and operation, at no cost to CITY, of such radio
communication, company telephone system, computer, meteorological and aerial navigation equipment,
and facilities on AIRLINE's Leased Premises as may be necessary or convenient for the operation of its
Air Transportation Business; provided, however, that except for equipment and facilities already in
place, such installations shall be subject to the prior written approval of the Director of Aviation. Prior
to any written approval, AIRLINE shall provide the Director of Aviation with all reasonably necessary
supporting documentation related to such installations. Installation, maintenance, and operation, of such
radio communication, company telephone system, computer, meteorological and aerial navigation
equipment, and facilities will not be permitted in areas other than AIRLINE's Ceased Premises.
H. Such rights of way as may reasonably be required by AIRLINE for communications,
computer equipment, teletype, telephone, interphone, conveyor systems and power, and other
transmission lines in AIRLINE's Leased Premises, subject to the availability of space and/or ground
areas as determined by the Director of Aviation. AIRLINE shall provide CITY with an engineer's or
architect's drawing depicting the routing of such cabling for approval by CITY prior to engaging in any
such work. CITY reserves the right to require the execution of a separate agreement between CITY and
AIRLINE for the lease and use of such space and/or ground area outside Leased areas or to provide
such service directly to AIRLINE.
I. The installation of personal property, including furniture, furnishings, computers, supplies,
machinery, equipment, computers, and supplies in AIRLINE's Leased Premises as AIRLINE may deem
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necessary, useful or prudent for the operation of its Air Transportation Business. Title to such personal
property shall remain with AIRLINE, subject to the provisions of this Agreement. Installation of
personal property, including furniture, furnishings, computers, supplies, machinery, equipment,
computers, and supplies will not be permitted in areas other than AIRLINE's Leased Premises.
J. The construction of modifications, finishes, and improvements in AIRLINE's Leased
Premises as AIRLINE may deem necessary or prudent for the operation of its Air Transportation
Business.
K. AIRLINE shall have the right to ingress to and egress from the Airport and Airline
Premises for AIRLINE's officers, employees, agents, and invitees, suppliers of materials, furnishers of
services, aircraft, equipment, vehicles, machinery and other property. Such right shall be subject to
CFR Part 1542, applicable laws, and the CITY's right in accordance with its applicable law to establish
reasonable and nondiscriminatory Rules and Regulations and Operating Directives governing (i) the
general public, and, (ii) access to non-public areas at the Airport by AIRLINE's employees, suppliers
of materials, and furnishers of services; provided, however, any such Rules and Regulations and
Operating Directives of CITY shall not unreasonably interfere with the operation of AIRLINE's Air
Transportation Business. CITY may at any time temporarily or permanently close, re-route, or consent
to or request the closing or re-routing of any roadway or access to the Airport, s❑ long as a means of
ingress and egress reasonably equivalent is concurrently made available to AIRLINE. AIRLINE hereby
releases and discharges CITY from any and all claims, demands, or causes of action which AIRLINE
may now or at any tune hereafter have arising or alleged to arise out of such a closing or re-routing.
L. The rights and privileges granted to AIRLINE pursuant to this Article 3 inay be exercised
on behalf of AIRLINE by other Signatory Airlines or contractors authorized by CITY to provide such
services at the Airport, subject to the prior written approval of CITY and further subject to all laws,
rules, regulations, fees, and charges as may be applicable to the activities undertaken.
M. AIRLINE may exercise on behalf of any other Air Transportation Company having an
operating agreement or permit with CITY any of the rights granted AIRLINE herein, s❑ long as
AIRLINE is concurrently exercising those same rights in the operation of AIRLINE's own Air
Transportation Business at the Airport, subject to other provisions of this Agreement with respect to
CITY Rules and Regulations and Operating Directives for the Airport and provided AIRLINE notifies
CITY of such arrangement.
3.02 Exclusions and Reservations.
A. Nothing in this Article 3 shall be construed as authorizing AIRLINE to conduct any
business separate and apart from the conduct of its Air Transportation Business.
B. AIRLINE shall not knowingly interfere or permit interference with the use, operation, or
maintenance of the Airport, including but not limited to, the effectiveness or accessibility of the
drainage, sewerage, water, communications, fire protection, utility, electrical, or other systems installed
or located from time -to -time at the Airport; and AIRLINE shall not engage in any activity prohibited
by CITY's noise abatement procedures as implemented, amended, or supplemented from time -to -time.
C. As soon as possible after release from proper authorities, AIRLINE shall remove any of its
disabled aircraft from the Airfield or other Aircraft Aprons, shall place any such disabled aircraft only
in such storage areas as may be reasonably designated by the Director of Aviation, or at AIRLINE's
discretion, to an off -Airport location, and shall store such disabled aircraft only upon such terms and
conditions as may be reasonably established by the Director of Aviation. In the event AIRLINE shall
fail to remove any of its disabled aircraft as expeditiously as possible, CITY may, but shall not be
obligated to, cause the removal of such disabled aircraft. AIRLINE shall pay to CITY, upon receipt of
invoice, the costs incurred for such removal plus fifteen percent (15%). Nonpayment of such invoice
shall be deemed an event of default of this Agreement.
D. AIRLINE shall not do or permit to be done anything, either by act or failure to act, that
shall cause the cancellation or violation of the provisions, or any part thereof, of any policy of insurance
for the Airport, or that shall cause a hazardous condition s❑ as to increase the risks normally attendant
upon operations permitted by this Agreement. If AIRLINE shall do or permit to be done any act not
permitted under this Agreement, or fail to do any act required under this Agreement, regardless of
whether such act shall constitute a breach of this Agreement, which act or failure, in and of itself, causes
an increase in CITY's insurance premiums, AIRLINE shall immediately remedy such actions and/or
pay the increase in premiums, upon notice from CITY to do so.
E. AIRLINE shall not maintain or operate at the Airport a cafeteria, restaurant, bar, or cocktail
lounge for the purpose of selling food and beverages to the public or to AIRLINE's employees and
customers.
F. The rights and privileges granted AIRLINE pursuant to this Article 3 shall be subject to
any and all reasonable and nondiscriminatory Rules and Regulations and Operating Directives
established by CITY, as may be amended from time -to -time.
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G. AIRLINE shall not use any Airline Premises as office space unless not more than a de
miniimus amount of the functions to be performed at such office is not directly related to the AIRLINE'S
day-to-day operations at the Airport.
H. Any and all rights and privileges not speciFcaIly granted to AIRLINE for its use of and
operations at the Airport pursuant to this Agreement are hereby reserved for and to CITY.
I. AIRLINE shall not conduct political activities on Airline Premises except as allowed by
CITY in free speech designated areas within the Airport.
Article 4. PREMISES
For the Tenn of this Agreement, AIRLINE shall lease or use the areas at the Airport as shown
on Exhibit B and is incorporated into and made a part of this Agreement for all purposes (referred to
herein as Premises or Leased Premises).
4.01 Leased Premises. In the event that changes to Exhibit B are made to reflect changes in the Leased
Premises of others, or to reflect other space changes in public -use and common -use areas, then in such event
said remised exhibits may be substituted herein without the necessity for amendment of this Agreement. In the
event of any changes to Exhibit B, CITY will provide thirty (30) days' advanced written notice to AIRLINE
before the changes take effect. If the changes modify the current Fiscal Year Rates, AIRLINE will be pennitted
to comment on the changes prior to them being adopted. Revised Exhibit B will need to be dated and signed
by an authorized representative of the CITY and the AIRLINE.
4.02 Parking Facilities. AIRLINE shall, at its sole cost and expense provide adequate and suitable
parking areas for use by its customers, employees, patrons, guests, and invitees upon its Premises.
4,03 Construction and Airport Expansion and Inconvenience. CITY shall have the right, at such tunes
as may be reasonable under the circumstances, to close, relocate, reconstruct, change, alter, or modify
Airline's Premises and/or the means of access to Airline's Premises pursuant to this Agreement or otherwise,
either temporarily or permanently for purposes of maintaining or constructing improvements, modifications,
or expansions including construction of Capital Improvements; provided, however, that CITY shall provide:
(1) reasonable notice of the construction activities to AIRLINE and (2) adequate means of ingress and egress
for Airline's Premises or, in lieu thereof, alternate premises of comparable size and finish to the extent
possible with adequate means of ingress and egress.
9paa
4.04 Surrender of Airline's Premises.
A. Surrender of Airline's Premises. AIRLINE covenants and agrees that on expiration of the
Term of this Agreement, or earlier termination as hereinafter provided, it will peaceably surrender
possession of Airline's Premises leased hereunder in the condition in which they existed at the
commencement of this lease, normal wear and tear excepted.
B. Removal of Trade Fixtures, Equipment and Personal Property. AIRLINE shall have the
right, on expiration or early termination of this Agreement and within thirty (30) consecutive calendar
days thereafter, to remove or dispose of all trade fixtures and equipment and other personal property
placed or installed by it at its expense, in, on, or about the Airport. AIRLINE shall not be entitled to
remove pennanent or non -trade fixtures without the advance written consent of CITY which consent
shall not be unreasonably withheld, conditioned, or delayed.
C. Removal Damages. In the event AIRLINE removes its trade fixtures and equipment and
other personal property described in Section 4.04(B), and/or is allowed to remove its non -trade fixtures
and removes such fixtures, AIRLINE shall repair any damage caused by such removal, reasonable wear
and tear excepted. Removal and repair shall be at AIRLINE's expense.
D. Ownership of Trade Fixtures, Equipment and Personal Property Not Removed. In the event
AIRLINE fails to remove its property within thirty (30) consecutive calendar days of the effective date
of termination of this Agreement, or such other period of time agreed to in writing by the parties, CITY
shall have the option of (1) removing and disposing of AIRLINE property at AIRLINE's expense; or
(2) taking title to AIRLINE property.
Article 5. RENTALS, FEES, AND CHARGES
5.01 General. AIRLINE shall pay CITY rentals for use of Airline Premises, and fees and charges for
the other rights, licenses, and privileges granted hereunder during the Tenn of this Agreement. The rentals,
fees, and charges payable by all Signatory Airlines leasing space at the Airport, shall be as set forth in Exhibit
E.
5.02 Landing Fees. AIRLINE shall pay monthly to CITY fees for Revenue Landings for the
preceding month. AIRLINE's Landing Fees shall be detennined as the product of the Landing Fee rate for
the period, as presented in Exhibit E, attached hereto, and AIRLINE's total Maximum Certificated Gross
Landing Weight for the month. AIRLINE's Maximum Certificated Gross Landing Weight for the month
shall be determined as the sum of the products obtained by multiplying the Maximum Certificated Gross
Landing Weight of each type of AIRLINE's aircraft by the number of Revenue Landings of each said aircraft
during such month. Airline will guarantee a minimum gross landing weight of 71,000,000 pounds for each
year during the tenn of this Agreement. If AIRLINE's annual gross landed weight falls below the
guaranteed minimum, AIRLINE shall pay the CITY the amount necessary to make up the difference.
5.03 Ramp Area Rental. Upon the execution of this Agreement, AIRLINE agrees and binds itself to
pay annual rental for the gross land area of the Leased Premises as shown on Exhibit "B" containing
approximately 105,237 square feet in the amount of $0.42 per square foot per year to the CITY. Initial rent
shall be W,199.54 annually and $3,683.30 monthly.
5.04 Other. Fees and Charges.
A. CITY expressly reserves the right to assess and collect the following:
(1) Reasonable and non-discriminatory fees for services subject to the
requirements of Section 3.0](M) provided by AIRLINE to Air Transportation
Companies that are not Signatory Airlines or to AIRLINE by Air Transportation
Companies that are not Signatory Airlines subject to requirements of Section 3.01(L) of
this Agreement, if such services or concessions would otherwise be available from a
concessionaire or licensee of CITY.
(2) Pro rata shares of any charges for the provision of any services or facilities
which CITY is required or mandated to provide by any governmental entity (other than
CITY acting within its proprietary capacity) having jurisdiction over the Airport.
(3) A fuel flowage fee for fuel delivered to AIRLINE's aircraft. Prior to charging
the AIRLINE a fuel flowage fee, the Director of Aviation shall consult with AIRLINE
or AIRLINES. In the event that AIRLINE does not concur with the fee, the decision
may be appealed to the Lubbock Preston Smith International Airport Sward at its first
avaiIable regular meeting following notification of the fee assessment. The decision of
the Lubbock Preston Smith International Airport Board will be final and binding on all
parties.
(4) An aircraft parking charge for aircraft remotely parked for extended periods
of time (more than 24 hours) and away from the Leased Premises.
(5) An aircraft parking charge for aircraft parked remotely overnight away from
the Leased Premises.
(6) Additional charges for extraordinary usage of electricity or other utilities,
facilities, or services provided at the Airport that are greater than the basic utilities,
facilities, or services provided that are included in the normal rental rates and landing
fees.
B. AIRLINE shall pay all applicable sales, use, intangible and ad valorem taxes of any kind,
against Airline Premises, the real property and any improvements thereto or leasehold estate created
herein, or which result from AIRLINE'S occupancy or use of Airline Premises whether levied against
AIRLINE or CITY. AIRLINE shall also pay any other taxes or assessments against Airline Premises
or leasehold estate created herein. CITY agrees to immediately forward to AIRLINE any notices of
such taxes and assessments due upon receipt of same.
C. AIRLINE shall pay the CITY a processing fee for the fingerprint/background check and
security badges for each AIRLINE's employees on the Leased Premises. A security badge deposit may
be established and implemented at any time with thirty (30) days advance notice given to AIRLINE,
The Director of Aviation shall determine the amount of the processing fees and deposit, each of which
shall be reasonable and uniform for all similarly situated tenants at the Airport. Said deposit shall be
refundable upon return of the badges to the Director of Aviation.
5.05 Infonnation to be Supplied by AIRLINE.
A. Not later than ten (10) days after the end of each month, AIRLINE shall file with CITY
separate written reports on forms provided by CITY, or similar to the forms provided by CITY, and
included as samples in Exhibit G, attached hereto, for activity conducted by AIRLINE during said
month, and for activity handled by AIRLINE for each Air Transportation Company not having an
agreement with CITY providing for its own submission of activity data to CITY. Such activity reporting
shall include, but not be limited to (1) AIRLINE's total number of aircraft arrivals for the month by type
of aircraft, the Maximum Certificated Gross Landing Weight of each aircraft and the total landed weight
for the month; (2) the amount of enplaned and deplaned cargo (mail, freight, and express in pounds)
for such month; and (3) the amount of de-ice fluid (in gallons) used for such month.
B. CITY shall have the right to rely on said activity reports in detennining rentals and charges
due hereunder, AIRLINE shall have full responsibility for the accuracy of said reports. Payment
deficiencies due to incomplete or inaccurate activity reports shall be subject to charges as set forth in
Section 5.06(D) and (E).
C. AIRLINE shall at all times maintain and keep records reflecting the activity statistics of
AIRLINE's activities at the Airport to be reported pursuant to Article 5. Such records shall be retained
by AIRLINE for a period of three (3) years subsequent to the activities reported therein, or such other
retention period as set forth in FAR Part 249, and upon prior written notice to AIRLINE shall be made
available at Lubbock, Texas for audit and/or examination by CITY or its duly authorized representative
during all normal business hours. AIRLINE shall produce such books and records at Lubbock, Texas
within thirty (30) calendar days of CITY's notice to do so or pay all reasonable expenses, including but
not limited to transportation, food, and lodging, necessary for an auditor selected by CITY to audit said
books and records.
D. The cost of audit, with the exception of the aforementioned expenses, shall be borne by
CITY; provided, however, the total out-of-pocket cost of said audit shall be borne by AIRLINE if either
or both of the following conditions exist:
(1) The audit reveals an underpayment of more than ten percent (10%) in
aggregate oirentals, fees, and charges due on an annual basis hereunder, as determined
by said audit;
(2) AIRLINE has Failed to maintain true and complete records in accordance with
Section 5,05(C).
5.06 Payments.
A. Payment of AIRLINE's Landing Fees shall be due twenty (20) days from CITY's issuance
of invoice.
invoice.
B. Payment for Leased Premises shall be due twenty (20) days from CITY's issuance of
C. Payment for all other fees and charges due hereunder, shall be due twenty (20) days from
CITY's issuance of invoice.
D. CITY shall provide notice of any and all payment delinquencies, including payments of
any deficiencies which may be due as a result of CITY's estimates of activity pursuant to Section 5.06(E)
below, or due to an audit performed pursuant to Section 5.05(C), herein; provided, however, interest at
a rate of five percent (5%) annually shall accrue against any and all delinquent payinent(s) from the due
date until the date payments are received by CITY. This provision shall not preclude CITY from
canceling this Agreement for default in the payment of rentals, fees, or charges, or from exercising any
other rights contained herein or provided by law.
E. In the event AIRLINE fails to submit its monthly activity reports as required in Section
5.05(A), CITY may assess to AIRLINE a penalty fee of Two Hundred Fifty Dollars (5250.00) for each
day a report is past due.
F. In the event AIRLINE's obligations with respect to Airline Premises or rights, licenses, or
privileges granted hereunder shall commence or terminate on any date other than the first or last day of
the month, AIRLWE's rentals, fees, and charges shall be prorated on the basis of the number of days
such premises, facilities, rights, licenses, services, or privileges were enjoyed during that month.
G. All payments due and payable hereunder shall be paid in lawful money of the United States
of America, without set off, by check made payable to Lubbock Preston Smith International Airport and
delivered to:
Via U.S. Mail or Express Mail
Director of Aviation
Lubbock Preston Smith International Airport
__25_-
5401 N. Martin Luther King Blvd.
Unit 389
Lubbock, TX 79403
Payment may be sent electronically to:
Wells Fargo Bank
ABA #121000248
Bank Acct. #4000047951
5.07 Security for Performance.
A. Unless AIRLINE or an Affiliate Airline has provided regularly scheduled flights to and
from the Airport during the eighteen (18) months prior to the effective date of this Agreement without
the occurrence of any act or omission that would have been an event enumerated in Section 12.01 of
this Agreement, if this Agreement had been in effect during that period, and any such act or omission
remains uncured, AIRLINE shall provide CITY on the Effective Date of this Agreement with a contract
bond, irrevocable letter of credit or other similar security acceptable to CITY ("Contract Security") in
an amount equal to the estimate of three (3) months' rentals, fees, and charges payable by AIRLINE
pursuant to this Article 5, to guarantee the faithful perfonnance by AIRLINE of its obligations under
this Agreement and the payment of all rentals, fees, and charges due hereunder. AIRLINE shall be
obligated to maintain such Contract Security in effect until the expiration of twelve (12) consecutive
months during which period AIRLINE commits no event enumerated in Section 12.01 of this
Agreement. Such Contract Security shall be in a form and with a company reasonably acceptable to
CITY and licensed to do business in the State of TEXAS. In the event that any such Contract Security
shall be for a period less than the full period required by this Section 5.07(A) or if Contract Security
shall be canceled, AIRLINE shall provide a renewal or replacement Contract Security for the remaining
required period at Ieast sixty (60) days prior to the date of such expiration or cancellation.
B. In the event CITY is required to draw down or collect against AIRLINE's Contract
Security for any reason, AIRLINE shall, within ten (10) business days after CITY's written demand,
take such action as may be necessary to replenish the existing Contract Security to its original amount
(three months' estimated rentals, fees, and charges) or to provide additional or supplemental Contract
Security from another source so that the aggregate of all Contract Security is equal to three months'
estimated rentals, fees, and charges payable by AIRLINE pursuant to this Article 5.
C. In addition to the foregoing, upon the occurrence of any AIRLINE act or omission that is
an event enumerated in Section 12.01, or upon AIRLINE's election to assume this Agreement under
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Federal Bankruptcy Rules and Regulations and Federal Judgeship Act of 1984 or any successor statute,
as such may be amended, supplemented, or replaced, CITY, by written notice to AIRLINE given at any
time within ninety (90) days of the date such event becomes known to CITY, may impose or reimpose
the requirements of Section 5.07(A) on AIRLINE. In such event, AIRLINE shall provide CITY with
the required Contract Security within ten (10) days from its receipt of such written notice and shall
thereafter maintain such Contract Security in effect until the expiration of a period of twelve (12)
consecutive months during which AIRLINE commits no additional event enumerated in Section 12.01
or the tennination of bankruptcy proceedings, whichever is later.
D. If AIRLINE shall fail to obtain and/or keep in force such Contract Security required
hereunder, such failure shall be grounds for immediate cancellation of this Agreement pursuant to
Section 12.01. CITY'S rights under this Section 5.07 shall be in addition to all other rights and remedies
provided to CITY under this Agreement.
E. AIRLINE and CITY agree that this Agreement constitutes an `executory contract' for the
purposes of Section 365 of the United States Bankruptcy Code (Title 11 USC) subject to assumption or
rejection, and subject to the tenns and conditions of assumption or rejection, as provided in said Section
365. Furthennore, AIRLINE and CITY agree that any Contract Security provided by AIRLINE are not
`property of the estate' for purposes of Section 541 of the United States Bankruptcy Code (Title 11
USC), it being understood that any Contract Security is property of the third party providing it (subject
to CITY's ability to draw against the Contract Security).
5.08 No Further Charges. Except as provided in this Agreement, or as may be permitted by any
governmental entity (other than CITY, acting within its proprietary capacity) having jurisdiction over the
Airport, no further rentals, fees, or charges shall be charged against or collected from AIRLINE, its shippers
and receivers of freight, its suppliers of material, its contractors or furnisher of services, by CITY, acting in
its capacity as Airport proprietor, for the premises, facilities, rights, licenses, and privileges granted to
AIRLINE herein.
Article 6. CHANGES IN RATES FOR RENTALS, FEES, AND CHARGES
6.01 Annual Rate Changes.
During the Tenn of this Agreement, and during any extension period, except as otherwise might
be set out in this Agreement, the ground rental rate shall be adjusted every five years thereafter based
on the findings of a rent study. The City shall engage an appraiser to determine market value. The
Appraiser shall use current appraisal methods that are appropriate for appraising Airport land and or
improvements used for commercial air cargo purposes. Appraiser shall use an appropriate and
justifiable rate of return for Airport properties. The subject property shall be appraised assuming that
highest and best use is aviation related. Additionally, the appraisal shall meet the Uniforn Standards
of Professional Appraisal Practice.
On an annual basis, all rents shall be adjusted based on the change in the Consumer Price Index
(CPI). CPI shall mean the Consumer Price Index for All Urban Consumers published by the United
States Department of Labor, Bureau of Labor Statistics.
Beginning January 1, 2019, the ground rental rates shall be adjusted upward or downward for
each ensuing calendar year in direct proportion to the fluctuation in the CPI. Any adjustment to the
rental rates from changes in the CPI shall be determined by calculating the increase or decrease in the
CPI for the preceding 12 months.
No later than sixty (60) days prior to the end of each Fiscal Year, CITY shall, in writing, notify
AIRLINE of the proposed Annual Rates and Charges Schedule for the ensuing Fiscal Year. Said rates
shall be determined and presented to AIRLINE in conformance with the methods and format set forth
in Exhibit E, attached hereto.
The Signatory Airlines through the AAC shall have the right to review and comment upon the
proposed operating and capital budget and proposed Annual Rates and Charges Sheet. No later than
thirty (30) days after the forwarding of the proposed schedule of rates for fees and charges, and at the
request of one or more of the Signatory Airlines, CITY agrees to meet with the AAC at a mutually
convenient time for the purpose of discussing such fees and charges. In advance of said meeting, CITY
shall make available to the AAC any reasonably requested additional information relating to the
determination of the proposed rates. CITY agrees to fully consider the comments and recommendations
of the Signatory Airlines prior to finalizing its schedule of rates for fees and charges for the ensuing
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Fiscal Year.
Following said meeting and upon approval by the City of Lubbock City Council, but prior to
the end of the then current Fiscal Year, CITY shall notify AIRLINE in writing of the Rates for fees and
charges to be established for the ensuing Fiscal Year, which notifications shall include AIRLINE's
monthly fixed costs.
If calculation of the new rates for fees and charges is not completed by CITY or not given on
or prior to the end of the then current Fiscal Year, the rates for fees and charges then in effect shall
continue to be paid by AIRLINE until such calculations are concluded and such notice is given. Upon
the completion of such calculations and the giving of such notice, CITY shall determine the
difference(s), if any, between the actual fees and charges paid by AIRLINE to date for the then current
Fiscal Year and the rates for fees and charges that would have been paid by AIRLINE if said rates had
been in effect beginning on the first day of the Fiscal Year. Said differences shall be applied to the
particular fees and charges for which a difference(s) in rates resulted in an overpayment or
underpayment, and shall be remitted by AIRLINE or credited or refunded by CITY in the month
immediately following the calculation of the new Fiscal Year rates and the giving of written notice to
AIRLINE by CITY. CITY shall use its best efforts to finalize its budget on a timely basis.
6.02 Other Rate Changes.
Rates for fees and charges may be changed if unaudited monthly CITY financial data indicates
that total fees and charges payable pursuant to the then current rate schedules are reasonably estimated
and anticipated by CITY to increase or decrease by more than ten percent (10%) from the total fees and
charges that would be payable based upon the use of the monthly financial data then available for said
Fiscal Year.
6.03 Incorporation of Exhibit E.
Adjustments to rates for fees and charges but not the methodology of calculating them shall
apply without the necessity of fonnal amendment of this Agreement. Upon each adjustment pursuant
to this Article 6, a revised Exhibit E, showing the calculation of adjusted rates for fees and charges, shall
be prepared by CITY and transmitted to AIRLINE. Said exhibit shall then be deemed part of this
Agreement without formal amendment thereto.
6.04 Settlement.
Within one hundred eighty (180) days following the close of each Fiscal Year, or as soon as
audited financial data For said Fiscal Year is available, rates for Landing Fees for the preceding Fiscal
Year shall be recalculated using audited financial data and the methods set forth in this Agreement.
Upon the detennination of any difference(s) between the actual Landing Fees paid by Signatory Airlines
(including Affiliates) during the preceding Fiscal Year and the Landing Fees that would have been paid
by Signatory Airlines (including Affiliates) using said recalculated rates, City shall, in the event of
overpayment, promptly credit to Airline the amount of such overpayment, reduced by any accounts
receivable due City greater than sixty (60) days, and in the event of underpayment, invoice Airline for
the amount of such underpayment. Said invoiced amount shall be due within thirty (30) days of invoice
mailing date.
6.05 City Covenants.
A. CITY covenants that for purposes of assigning and allocating costs, it shall utilize generally
accepted accounting practices utilized for airports operating as an enterprise fund, and include only
those charges properly attributable to the Airport.
B. CITY shall operate the Airport in a manner so as to produce Revenues from
concessionaires, tenants, and other users of the Airport of a nature and amount which would be produced
by a reasonably prudent operator of an Airport of substantially similar size, use, and activity, with due
regard for the interests of the public, tenants and other users, subject to existing leases.
C. CITY, to the extent authorized by the laws governing CITY along with all applicable tax
laws, will use its best efforts to use tax-exempt sources for financing the Airport and modifications and
alterations thereto.
D. All rates and charges shall be at reasonable and non-discriminatory rates based on CITY's
cost, as defined in this Agreement, of the facility or service provided to and used by AIRLINE.
E. Indirect and general administrative costs shall be allocated in a reasonable, transparent cost
allocation formula calculated consistently for all Cost Centers .
Article 7. OPERATION AND MAINTENANCE OF AIRPORT
7.01 General. CITY agrees that it will, with reasonable diligence, prudently develop, improve, and
at all times maintain and operate with adequate, efficient and qualified personnel and keep the Airport in
good repair including, Airfield and all appurtenances, facilities, and services now or hereafter connected
therewith as the same relate to AIRLINE's air transportation system; will beep the Airport and its aerial
approaches free from obstruction and interference for the safe and proper use thereof by AIRLINE; and will
develop, maintain, and operate the Airport in all respects in a manner at least equal to the standards or rating
established by the FAA and any other governmental agency having jurisdiction thereof, except for
conditions beyond the control of CITY. In addition to the obligations of AIRLINE and CITY set forth in
this Article 7, responsibilities for maintenance, cleaning, and operation of the Airport shall be as set forth in
Exhibit D, attached hereto and made a part hereof.
A. AIRLINE shall maintain the Leased Premises and other apron areas used by AIRLINE
from time -to -time in a neat, clean, and orderly condition, free from litter, debris, refuse, petroleum
products, or grease that may result from activities of its employees, agents, suppliers or contractors, and
remove all oil and grease spillage, as is reasonably possible, that is attributable to AIRLINE's aircraft
or equipment from its aircraft parking positions.
B. AIRLINE shall perform, at its sole expense, ordinary preventive maintenance and ordinary
upkeep and repair of all facilities, personal property, trade fixtures, and equipment located in its Leased
Premises.
7.02 CITY's Right to Inspect and Make Repairs. CITY, by its authorized officers, employees, agents,
contractors, subcontractors, and other representatives, shall have the right (upon prior notice and at such
times as may be reasonable under the circumstances and with as little interruption of AIRLINE's operations
as is reasonably practicable) to enter upon the AIRLINE's Leased Premises, accompanied by an authorized
AIRLINE representative, if practicable, for the following purposes:
A. CITY shall have the right, but not the obligation, to inspect such space to determine
whether AIRLINE has complied and is in compliance with the tenors and conditions of this Agreement.
Such inspections shall not constitute an inspection for safety, fire protection, or security purposes.
B. Upon thirty (30) consecutive calendar days' notice, to perform such maintenance, cleaning,
or repair as CITY reasonably deems necessary, if AIRLINE fails to perform its obligations under this
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Article 7. CITY shall be entitled to recover the reasonable cost of such maintenance, cleaning, or repair
from AIRLINE, plus a fifteen percent (15%) administrative charge from AIRLINE on the next rent date.
7.03 Alterations and Improvements.
A. Alterations and Improvements. AIRLINE shall make no alterations, additions,
improvements to, or installations on Airline's Premises under this Agreement without the prior written
approval of Director of Aviation; provided that such approval shall not be unreasonably withheld,
conditioned or delayed. Plans and specifications for such work shall be filed with and subject to the
approval of the Director of Aviation and all work shall be done in accordance with local ordinances and
state law. Subject to Sections 4.04(B) and (C), all alterations and improvements to Airline's Premises
shall become part of the realty and title shall vest with CITY upon completion of the installation or
construction of such alterations and./or improvements. Removal of trade fixtures shall be allowed only
pursuant to Sections 4.04(B) and (C).
B. Payment for Alterations and Improvements. AIRLINE shall be solely responsible for
payment for all Leasehold Improvements made by AIRLINE.
7.04 Debts, Liens, Mortgages. AIRLINE shall pay promptly when due, all bills, debts and
obligations incurred by AIRLINE in connection with its operations or activities on the Airport, and shall not
permit the same to become delinquent. AIRLINE shall not pen -nit any mechanics' or materialmen's or any
other lien to be attached to or be foreclosed upon Airline's Premises or improvements thereto. AIRLINE
shall suffer no lien, mortgage, judgment, or execution to be filed and remain undischarged against Airline's
Premises or improvements thereon.
Article 8. DAMAGE OR DESTRUCTION OF AIRLINE'S PREMISES
8.01 Minor Damage. If any part of Airline Premises, or adjacent facilities directly and substantially
affecting the use of Airline Premises, shall be partially damaged by fire or other casualty, but said
circumstances do not render Airline Premises untenable as reasonably determined by CITY, the same shall
be repaired to usable condition with due diligence by CITY as hereinafter provided. No abatement of rentals
shall accrue to AIRLINE so long as Airline Premises retrain tenantable.
8.02 Substantial Damage. If any part of Airline Premises, or adjacent facilities directly and
substantially affecting the use of Airline Premises, shall be so extensively damaged by fire or other casualty
as to render any portion of said Airline Premises untenable but capable of being repaired within a reasonable
period of time, as reasonably determined by CITY, the some shall be repaired to usable condition with due
diligence by CITY as hereinafter provided. If such repairs have not been completed by CITY within one
hundred eighty (180) days of such damage, AIRLINE shall have the option to terminate its agreement related
to those facilities so damaged. In such case, the rentals payable hereunder with respect to AIRLINE's
affected Airline Premises shall be paid up to the time of such damage and shall thereafter be abated equitably
in proportion as the part of the area rendered untenable bears to total Airline Premises until such time as
such affected Airline Premises shall be restored adequately for AIRLINE's use. CITY shall use its best
efforts to provide AIRLINE with alternate facilities acceptable to AIRLINE to continue its operation while
repairs are being completed, at a rental rate not to exceed that provided for in this Agreement for comparable
space; provided that Airline's rental fees shall in no event increase as a result of increased square footage
unless Airline requests additional space.
8.03 Destruction. If any part of Airline Premises, or adjacent facilities directly and substantially
affecting the use of Airline Premises, shall be damaged by fire or other casualty, and is so extensively
damaged as to render any portion of said Airline Premises not economically feasible to repair, as reasonably
determined by CITY, CITY shall notify AIRLINE within a period of sixty (60) days after the date of such
damage of its decision whether to reconstruct or replace said space; provided, however, CITY shall be under
no obligation to replace or reconstruct such premises. The rentals payable hereunder with respect to affected
Airline Premises shall be paid up to the time of such damage and thereafter shall abate in the same manner
as set forth in Article 12.02 until such time as replacement or reconstructed space becomes available for use
by AIRLINE.
In the event CITY elects to reconstruct or replace affected Airline Premises, CITY and
AIRLINE will coordinate and agree on a reasonable schedule for reconstruction or replacement. CITY
shall use its best efforts to provide AIRLINE with alternate facilities reasonably acceptable to AIRLINE
to continue its operation while reconstruction or replacement is being completed at a rental rate not to
exceed that provided for in this Agreement for comparable space.
In the event CITY eIects to not reconstruct or replace affected Airline Premises, the agreement
for the affected premises shall be terminated, and CITY shall meet and consult with AIRLINE on ways
and means to pennanently provide AIRLINE with adequate replacement space for affected Airline
Premises. In such event, CITY agrees to amend this Agreement to reflect related additions and deletions
to Airline Premises. If AIRLINE and CITY are unable to reach an agreement on providing adequate
replacement space to AIRLINE, and the remaining tenable portion of Airline Premises is not sufficient
to permit AIRLINE to maintain its current operations at the Airport, AIRLINE may tenninate this entire
Agreement upon at least sixty (60) days advance written notice given after receipt by AIRLINE of notice
of termination of the Agreement as to the damaged facilities.
8.04 Damage Caused By AIRLINE. Notwithstanding the provisions of this Article 8, in the event
that due to the negligence or willful act or omission of AIRLINE, its employees, its agents, or licensees,
Airline Premises shall be damaged or destroyed by fire, other casualty or otherwise, there shall be no
abatement of rent during the repair or replacement of said Airline Premises. To the extent that insurance
does not apply, coverage is denied, or the costs of repairs shall exceed the amount of any insurance proceeds
paid to CITY by reason of such damage or destruction, AIRLINE shall pay to CITY the amount of CITY's
cost to repair or rebuild the AIRLINE premises less the amount of the insurance proceeds paid to CITY.
8.05 CITY's Responsibilities. CITY shall maintain adequate, reasonable and customary levels of
insurance with no less restrictive coverage than that provided by standard extended coverage endorsements
on the "all risk" form, for the full replacement costs thereof as determined from time -to -time by the CITY's
insurance consultant; provided, however, that CITY's obligations to repair, reconstruct, or replace affected
premises under the provisions of this Article 8 shall in any event be limited to restoring affected Airline
Premises to substantially the same condition that existed at the date of damage or destruction, including any
subsequent improvements made by CITY, and shall further be Iimited to the extent of insurance proceeds
and other funds available to CITY for such repair, reconstruction, or replacement; provided further that
CITY shall in no way be responsible for the restoration or replacement of any equipment, furnishings,
property, real improvements, signs, or other items installed and/or owned by AIRLINE in accordance with
this Agreement, unless such damage is caused by negligence or willful act or omission of CITY, its officials,
agents, contractors or employees acting within the course or scope of their employment.
SKEE
Article 9. INSURANCE AND INDEMNIFICATION
9.01 Indemnification. Except where, and to the extent, it is caused by the negligence or willful
misconduct of CITY, or its agents, employees, contractors, officers or board of the CITY, AIRLINE and its
Affiliates agree to protect, defend, reimburse, indemnify and hold CITY, its agents, employees, board
members, and elected officers and each of them, free and hannless at all times from and against any and all
claims, liability, expenses, losses, costs, fines and damages (including actually incurred reasonable
attorney's fees and costs, as well as fees and costs of consultants and experts reasonably and actually
incurred in connection with the indemnified incident) and causes of action of every kind and character,
whether or not meritorious, against or from CITY by reason of any damage to property, or bodily injury
(including death) incurred or sustained by any party hereto, any agent or employee of any party hereto, and
any third or other party whomsoever, or any governmental agency, arising out of or incident to or in
connection with AIRLINE's negligent performance under this Agreement, AIRLINE's or an officer,
employee, agent, licensees, or contractor of AIRLINE's use or occupancy of the Airline Premises,
AIRLINE's compliance with Title 49 CFR, Part 1541 requirements, AIRLINE's negligent acts, omissions
or operations hereunder or the performance, non-performance or purported performance of AIRLINE or any
breach of the tenns of this Agreement by AIRLINE. AIRLINE shall indemnify, save, hold harmless,
reimburse and defend CITY, its officer, directors, employees, elected officials, and agents, its successors
and assigns, individually or collectively, from and against any and all actions, all reasonable expenses, and
any fines which in any way arise from or are based upon the violation of any federal, state, or municipal
laws, statutes, ordinances, or regulations, by AIRLINE, its officers, directors, agents, employees, licensees,
successors and assigns, or those under its control. Provided, however, that upon the filing by anyone of a
claim with the CITY for damages arising out of incidents for which AIRLINE herein agrees to indemnify
and hold the CITY harmless, the CITY shall promptly notify AIRLINE of such claim and, in the event that
AIRLINE does not settle or compromise such claim, then AIRLINE shall undertake the legal defense, with
legal counsel reasonably approved by the CITY, of such claim both on behalf of AIRLINE and on behalf of
the CITY. It is specifically agreed, however, that the CITY, at its option and at its own expense, may
participate in the legal defense of such claim. Any final judgment rendered against the CITY for any cause
for which CITY provided the required notice and for which AIRLINE is liable hereunder shall be conclusive
against AIRLINE as to liability and amount upon the expiration of the time for appeal there from. AIRLINE
recognizes the broad nature of this indemnification and hold harmless clause, and voluntarily makes this
covenant and expressly acknowledges the receipt of Ten Dollars (M0.00) and such other good and valuable
consideration provided by CITY in support of this indemnification in accordance with laws of the State of
Texas. To the extent permitted by law, CITY shall indemnify, save, hold hannless, and defend AIRLINE,
its officials, agents and employees, its successors and assigns, individually or collectively, from and against
any claim action, loss, damage, injury, liability, and the cost and expense of whatsoever kind or nature
(including, but not limited to reasonable attorneys' fees, disbursements, court costs, and expert fees) based
upon injury to persons, including death, or damage to property arising out of or resulting from CITY's failure
to perforin its obligations under this Agreement, except to the extent that such injury, death or damage is
caused by the negligence or willful misconduct of AIRLINE, its officers, employees or agents. This clause
shall survive the termination of this Agreement as to claims arising during the Tenn thereof. Compliance
with the insurance requirements of this Article 9 shall not relieve AIRLINE of its liability or obligation to
indemnify CITY as set forth in this Article 9.
Notwithstanding the foregoing or any other provision in this Agreement, the liability of the CITY,
as set forth in this Article or otherwise set forth in this Agreement, is intended to be consistent with
limitations of Texas law, including without limitation the state's waiver of sovereign immunity pursuant
to Texas Statutes. No obligation imposed by this Agreement shall be deemed to alter said waiver or to
extend the liability of the CITY beyond such limits, nor shall any such obligation be deemed or construed
as a waiver of any defense of sovereign immunity to which the CITY may be entitled.
9.02 Insurance.
A. During the Term of this Agreement, AIRLINE shall provide, pay for and maintain with
companies, reasonably satisfactory to CITY, the types of insurance described herein. All insurance
shall be issued by responsible insurance companies reasonably acceptable by the CITY and eligible to
do business in the State of Texas.
B. The insurance coverage and limits required shall be evidenced by providing City with
properly executed certificates of insurance. These certificates shall be signed by the authorized
representative of the insurance company shown on the certificate. In addition, if reasonably requested,
insurance policies shall be made available to CITY for review, but not for copying, at AIRLINE's
offices, on a timely basis. The required policies of insurance shall be construed in accordance with the
laws of the State of Texas.
C. If at any time CITY requests a written statement as to any impairments to the aggregate
limit, AIRLINE shall promptly authorize and have delivered such statement to CITY. AIRLINE
authorizes CITY and its insurance consultant to confinn with AIRLINE's insurance agents, and brokers
all information furnished CITY, as to its compliance with its insurance requirements.
D. All required liability insurance coverages of AIRLINE shall be primary and non-
MKIIM
contributory to any insurance or self-insurance program of CITY.
E. The acceptance of delivery to CITY of any certificate of insurance evidencing the insurance
coverages and limits required in this Agreement does not constitute approval or acceptance by CITY
that the insurance requirements in this Agreement have been met.
F. No operations shall commence at the Airport unless and until the required insurance is in
effect and the required certificates (s) of insurance has been approved by CITY.
G. The insurance coverages and limits required of AIRLINE and its Affiliates under this
Agreement are designed to meet the minimum requirements of CITY. They are not designed as a
recommended insurance program for AIRLINE. AIRLINE is responsible for insuring its real and
personal property located at the Airport. AIRLINE, alone, shall be responsible for the sufficiency of its
own insurance program and its Affiliates' programs. Should AIRLINE have any question concerning
its exposures to loss under this Agreement, or the possible insurance coverages needed therefore, it
should seek professional advice.
H. AIRLINE and CITY understand and agree that the minimum limits of the insurance herein
required may from time -to -time become inadequate, and AIRLINE agrees that it will increase such
minimum limits as reasonably required by CITY upon receipt of written notice. AIRLINE shall furnish
CITY, within sixty (60) days of the effective date thereof, a certificate of insurance evidencing such
insurance is in force for itself and its Affiliates.
I. AIRLINE's insurance companies or its authorized representative shall give CITY thirty
(30) days prior written notice by regular mail of any cancellation, intent not to renew in any policy's
coverage, except in the application of the Aggregate Limits Provisions. In the event of a reduction to
the Aggregate Limit, it is agreed that immediate steps will be taken to have it reinstated. Said notices
shall be sent to the addresses indicated in Article 15 of this Agreement.
J. Certificates of Insurance must be provided to CITY as soon as practical but no later than
30 days after coverage is effective but in every instance proof of insurance must be provided prior to
commencement of operations by AIRLINE and its Affiliates and prior to expiration of current
coverages. The wording of all policies, forms, and endorsements must be reasonably acceptable to the
CITY.
(1) Workers Compensation — Policy shall include a waiver of subrogation.
(2) Liability Insurance — All policies (except Terrorism/War and Environmental) shall
include a waiver of subrogation and City shall be named an additional insured on
a primary and non-contributory basis
K. Should at any time AIRLINE not, in the opinion of CITY's insurance consultant, provide
or maintain the insurance coverages required in this Agreement, CITY may terminate or suspend this
Agreement.
L. The amounts and types of insurance shall conform to the following minimum requirements.
(1) Workers Compensation and Employer's Liability Insurance shall be
maintained in force by AIRLINE during the Term of this Agreement for all employees
engaged in the operations under this Agreement. AIRLINE shall elect to obtain workers'
compensation coverage pursuant to Section 406.002 of the Texas Labor Code. Further,
AIRLINE shall maintain said coverage throughout the tern of this contract and shall
comply with all provisions of Title 5 of the Texas Labor Code to ensure that the
AIRLINE maintains said coverage. Any terinination of workers' compensation
insurance coverage by AIRLINE or any cancellation or non -renewal of workers'
compensation insurance coverage for the AIRLINE shall be a material breach of this
contract. The policy trust be endorsed to include a waiver of subrogation in favor of the
City of Lubbock. The minimum limits of Workers' Compensation/Employer's Liability
insurance (inclusive of any amount provided by an umbrella or excess policy) are:
Worker's Compensation Texas Statutory
Employer's Liability $1,000,000 Limit Each Accident
$1,000,000 Limit Disease Aggregate
$1,000,000 Limit Disease Each Employee
(2) Aviation Liability Insurance shall be maintained by AIRLINE for the life of
this Agreement. Coverage shall include, but not be limited to, Premises and Operations,
Personal Injury, Contractual for this Agreement, Independent Contractors, Broad Form
Property Damage, Products and completed Operations Coverage and shall not exclude
the (XCU) Explosion, Collapse and Underground Property Damage Liability Coverage.
Coverage shall be applicable to the operation of all mobile and ground equipment at the
Airport. The Completed Operations Coverage shaII be maintained for a period of not
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less than two (2) years following final operations of AIRLINE under this Agreement.
The limits of coverage shall not be less than:
Airlines Operating Aircraft with fifty (50) or more seats:
Bodily & Personal Injury
$250,000,000 Combined Single Limit &
Property Damage Liability Each
Occurrence & Aggregate
$25,000,000 Aggregate sublimit for
personal injury to non -passengers
Airlines operating Aircraft with less than fifty (50) seats:
Bodily & Personal Injury $25,000,000 Combined Single Limit &
Property Damage Liability Each
Occurrence & Aggregate
(3) Aircraft Liability Insurance shall be maintained by AIRLINE during the Tenn
of this Agreement for all owned, non -owned, leased or hired aircraft, including passenger
coverage. The limits of coverage shall not be less than:
Bodily & Personal Injury
$100,000,000 Combined Single Limit &
Property Damage Liability Each
Occurrence & Aggregate
$25,000,000 Aggregate sublimit for
personal injury to non -passengers
(4) Business Automobile Liability Insurance shall be maintained by AIRLINE
during the Term of this Agreement as to the ownership, maintenance, and use of all owned,
non -owned, leased or hired licensed vehicles. The limits of coverage shall not be less than:
Bodily & Personal Injury $5,000,000 Combined Single Limit &
Property Damage Liability Each
Occurrence & Aggregate
(5) Umbrella Liability Insurance or Excess Liability Insurance may be used to
reach the limits of liability required for the Airport Liability Policy, Aircraft Liability
and the Business Automobile Liability Policy. The limits of coverage shall not be less
than:
Umbrella or Excess Liability Policy $100,000,000 Combined Single Limit
Each Occurrence & Aggregate -Specific for
this Agreement
$200,000,000 Combined Single Limit
Each Occurrence & Aggregate -Not
Specific for this Agreement
Primary Liability Limits for the underlying Airport General Liability Coverage:
Bodily & Personal Injury $10,000,000 Combined Single Limit &
Property Damage Liability Each
Occurrence & Aggregate
(6) TerrorismlWar coverage with a $25,000,000 limit
(7) With regard to Environmental Liability, AIRLINE must meet one of the
following requirements:
a, AIRLINE has Environmental Liability (pollution liability) with a
$5,000,000 limit; OR
b. AIRLINE may self -insure the Environmental Liability if AIRLINE
complies with all state requirements. If Airline violates any aspect of its
responsibilities as a self -insurer, the City reserves the right to, and may,
in its sale discretion, immediately rescind acceptance of such self-
insurance and Airline will be required to purchase Environmental
insurance in the amount identified in Article 9.02.L (7) a and provide the
City proof of such insurance within thirty (30) calendar days.
!bil13
Article 10. TRANSFER OF AIRLINE'S PREMISES BY ASSIGNMENT OR SUBLETTING
I0.01 General. AIRLINE, except to assign or sublet to Affiliate Airline (or except as otherwise
provided in Section 10.02), shall not assign, transfer, convey, sell, mortgage, pledge or encumber
(hereinafter collectively referred to as "assignment") or sublet Airline's Premises without the advance
written approval of CITY, which approval shall not be unreasonably withheld, conditioned, or delayed. If
AIRLINE Fails to obtain advance written approval of any such assignment or sublease, CITY, in addition to
the rights and remedies set forth in Article 12, shall have the right to refuse to recognize such agreement,
and the assignee or sublessee shall acquire no interest in this Agreement or any rights to use Airline's
Premises.
10.02 CITY Approval of Assignments. Notwithstanding the foregoing, this Section shall not be
interpreted to preclude the assignment, in whole or in part, of this Agreement and AIRLINE's rights and
obligations hereunder to a parent, subsidiary, merged company or any purchaser of all or substantially all of
AIRLINE's assets if such parent, subsidiary, merged company or any purchaser of all or substantially all
of AIRLINE's assets continues, after such assignment, to conduct an air transportation business at the
Airport and assumes all rights and obligations consistent with the provisions of this Agreement. Written
notice of such assumption shall be provided by the parent, subsidiary, merged company or any purchaser of
all or substantially all of AIRLINE's assets thirty (30) consecutive calendar days after the effective date of
such assignment.
10.03 CITY Approval of Subleases. It shall not be unreasonable for CITY to disapprove or condition
a sublease of Airline's Premises under any or all of the following circumstances, among others;
A. IF the sublessee is an air transportation company other than an Affiliated Airline who is
not, and is not willing to become, a Signatory Airline.
B. If a Signatory Airline is, in the determination of CITY, in need of Airline's Premises
proposed to be subleased (where CITY"s consent is otherwise required); provided, however, that such
Signatory Airline is willing to take such Airline's Premises on substantially the same terms and
conditions as proposed in the sublease and is willing to (i) provide AIRLINE with a reasonable security
deposit not to exceed one month's rentals, fees, and charges and (ii) otherwise enter into a sublease
agreement with Airline in form and substance reasonably acceptable to Airline.
MIE
10.04 Reasons for Disapproval Not Comprehensive. The circumstances under which CITY may
determine to disapprove or condition assignments and subleases set forth in this Article 10 are not intended
to be a comprehensive list of all those which CITY may impose under Article 12.
10.05 Method of Obtaining Approval_ AIRLINE, when requesting an approval of an assignment or
sublease required under Section 10.01, shall include with its request a copy of the proposed agreement, if
prepared, or a detailed summary of the material terms and conditions to be contained in such agreement.
Any proposed agreement or detailed summary thereof shall provide the following information: (1) Airline's
Premises to be assigned or sublet; (2) the terms; (3) if a sublease, the rentals and fees to be charged; and (4)
all material terms and conditions of the assignment or sublease CITY may reasonably require, If approved,
AIRLINE shall submit a fully executed copy of such agreement to CITY within thirty (30) consecutive
calendar days prior to the commencement of the assignment or sublease.
10.06 Administrative Charge. In the event AIRLINE is authorized by CITY to sublease any portion
of Airline's Premises, AIRLINE may charge such sublessee, in addition to a reasonable charge for any
services and AIRLINE -owned property provided by AIRLINE or actual costs other than rental costs incurred
by AIRLINE, reasonable rentals not to exceed one hundred fifteen percent (115%) of AIRLINE's rental for
such portion of Airline's Premises.
10.07 AIRLINE to Remain Liable. AIRLINE shall remain fully and primarily liable during the Tenn
of this Agreement for the payment of all of the rental due and payable to CITY for the Airline's Premises
that are subject to a sublease under this Article 10, and fully responsible for the perfonnance of all the other
obligations hereunder, unless otherwise agreed to by CITY.
10.08 CITY Determination of Type of Agreement. CITY shall have the right to examine the terms of
any agreement or arrangement submitted to it for approval pursuant to this Article 10 and determine whether
such agreement or arrangement is most appropriately characterized as an assignment or sublease, regardless
of AIRLINE's characterization of such agreement or arrangement.
Article 11. RELINQUISHMENT OF AIRLINE'S PREMISES
11.01 Notice of Intent to Relinquish Airline's Premises. In the event AIRLINE desires to relinquish
any of Airline's Premises, AIRLINE shall provide written notice to CITY thirty (30) consecutive calendar
days in advance of such relinquishment and shall identify in such notice all areas it wishes to relinquish.
CITY shall make its best efforts to lease such areas to another airline, to the extent the proposed relinquished
Airline's Premises are suitable for another airline, and subject to the limitations of Article 10.
11,02 Non -Waiver of Responsibility. AIRLINE shall continue to be solely responsible pursuant to this
Agreement for the payment of all rentals, fees, and charges related to Airline's Premises until another airline
commences payment for the relinquished part of Airline's Premises as provided in Section 11.03.
11.03 Reduction of Rent Fees and charges. AIRLINE's rentals, fees, and charges related to that
portion of Airline's Premises taken by another airline, pursuant to such airline's agreement with CITY, shall
be reduced in the amount of the rentals, fees, and charges payable by such other airline. This reduction shall
begin only when the new airline that contracts with CITY for its use of the relinquished part of Airline's
Premises begins payment for such relinquished part of Airline's Premises.
Article 12. CANCELLATION BY CITY
12,01 Events of Default The events described below shall be deemed events of default by AIRLINE
hereunder:
A. Upon the occurrence of anyone of the following events of default, CITY may give thirty
(30) days written notice as provided in Section 12.03.
(1) The conduct of any business or performance of any acts at the Airport not
specifically authorized herein or by other agreements between CITY and AIRLINE, and
said business or acts do not cease within thirty (30) days of receipt of CITY's written
notice to cease said business or acts.
(2) The failure to cure a default in the performance of any of the terms, covenants,
and conditions required herein, except Contract Security requirements, insurance
requirements, and payment of rentals, fees, and charges, all as provided for in Section
12.01(B) within thirty (30) days of receipt of written notice by CITY to do so; or if by
reason of the nature of such default, the same cannot be remedied within thirty (30) days
following receipt by AIRLINE of written demand from CITY to do so, AIRLINE fails
to commence the remedying of such default within said thirty (30) days following such
written notice, or having so commenced, shall fail thereafter to continue with diligence
the curing thereof. AIRLINE shall have the burden of proof to demonstrate (i) that the
default cannot be cured within thirty (30) days, and (ii) that it is proceeding with
diligence to cure said default, and that such default will be cured within a reasonable
period of time.
B. Upon the occurrence of anyone of the foIIowing events of default, CITY may immediately
issue written notice of default.
(1) The failure by AIRLINE to pay any part of the rentals, fees, and charges due
hereunder and the continued failure to pay said amounts in full within thirty (30) days of
CITY's written notice of payments past due. Provided, however, if a dispute arises
between CITY and AIRLINE with respect to any obligation or alleged obligation of
AIRLINE to make payments to CITY, payments under protest by AIRLINE of the
amount due shall not waive any of AIRLINE's rights to contest the validity or amount of
such payment. In the event any court or other body having jurisdiction determines all or
any part of the protested payment shall not be due, then CITY shall promptly reimburse
AIRLINE any amount determined as not due plus interest on such amount at the lesser
of one and one-half percent (1-112%) per month or the maximum pennitted by law.
(2) The failure by AIRLINE to provide and keep in force Contract Security in
accordance with Section 5.07.
(3) The failure by AIRLINE to provide and keep in Force insurance coverage in
accordance with Article 9.
(4) The appointment of a trustee, custodian, or receiver of all or a substantial
portion ❑f AIRL[NE's assets.
(5) The divestiture of AIRLINE's estate herein by operation of law, by
dissolution, or by liquidation, (not including a merger or sale of assets).
(6) The insolvency of AIRLINE; or if AIRLINE shall take the benefit of any
present or future insolvency statute, shall make a general assignment for the benefit of
creditors, or shall seek a reorganization or the readjustment of its indebtedness under any
law or statute of the United States or of any state thereof including the filing by AIRLINE
of a voluntary petition of bankruptcy or the institution of proceedings against AIRLINE
for the adjudication of AIRLINE as a bankrupt pursuant thereto.
(7) The abandonment by AIRLINE of the Airline Premises, or its conduct of
business at the Airport; and, in this connection, suspension of operations for a period of
sixty (60) days will be considered abandonment.
12.02 Continuing Responsibilities of AIRLINE. Nomitlistanding the occurrence of any event of
default, AIRLINE shall remain liable to CITY for all rentals, fees, and charges payable hereunder and for all
preceding breaches of any covenant of this Agreement. Furthermore, unless CITY elects to cancel this
Agreement, AIRLINE shall remain liable For and promptly pay all rentals, fees, and charges accruing hereunder
until termination of this Agreement as set forth in Article 5 or until this Agreement is canceled by AIRLINE
pursuant to Article 13.
12.03 CITY's Remedies. Upon the occurrence of any event enumerated in Sections 12.01(A) or (B),
including applicable notice and cure periods, the following remedies shall be available to CITY:
A. CITY reserves the right to exercise any right or remedy available to it by law, contract,
equity, or otherwise, including without limitation, the right to seek any and all forms of relief in a court
of competent jurisdiction. Further, CITY shall not be subject to any arbitration process prior to
exercising its unrestricted right to seek judicial remedy, The remedies set forth herein are cumulative
and not exclusive, and may be exercised concurrently. To the extent of any conflict between this
provision and another provision in, or related to, this document, the former shall control.
B. CITY may cancel this Agreement, effective upon the date specified in the notice of
cancellation. For events enumerated in Section 12.01(A), such date shall be not less than thirty (30)
days from said notice. Upon such date, AIRLINE shall be deemed to have no further rights hereunder
and CITY shall have the right to take immediate possession of AIRLINE's Premises.
C. CITY may reenter the Airline Premises and may remove all AIRLINE persons and property
from same upon the date of reentry specified in CITY's written notice of reentry to AIRLINE. For
events enumerated in Section 12.01(A), reentry shall be not less than thirty (30) days from the date of
notice of reentry. Upon any removal of AIRLINE property by CITY hereunder, AIRLINE property
may be stored at a public warehouse or elsewhere at AIRLINE's sole cost and expense.
D. CITY may relet Airline Premises and any improvements thereon or any part thereof at such
rentals, fees, and charges and upon such other terns and conditions as CITY, in its sole discretion, may
deem advisable, with the right to make alterations, repairs of improvements on said Airline Premises.
In reletting the Airline Premises, CITY shall be obligated to make a good faith effort to obtain terms
comparable to those contained herein and otherwise seek to mitigate any damages it may suffer as a
result of AIRLINE's event of default.
E. In the event that CITY relets Airline Premises, rentals, fees, and charges received by CITY
from such reletting shall be applied: (i) to the payment of any indebtedness other than rentals, fees, and
charges due hereunder from AIRLINE to CITY; (ii) to the payment of any cost of such reletting; and
(iii) to the payment of rentals, fees, and charges due and unpaid hereunder. The residue, if any, shall be
held by CITY and applied in payment of future rentals, fees, and charges as the same may become due
and payable hereunder. If that portion of such rentals, fees, and charges received from such reletting
and applied to the payment of rentals, fees, and charges hereunder is less than the rentals, fees, and
charges as would have been payable during applicable periods by AIRLINE hereunder, then AIRLINE
0fm
shall pay such deficiency to CITY. AIRLINE shall also pay to CITY, as soon as ascertained, any
reasonable costs and expenses incurred by CITY in such reletting not covered by the rentals, fees, and
charges received from such reletting.
F. No reentry or reletting of Airline Premises by CITY shall be construed as an election on
CITY'S part to cancel this Agreement unless a written notice of cancellation is given to AIRLINE.
G. AIRLINE shall pay to CITY all other costs, incurred by CITY in the exercise of any remedy
in this Article 12, including, but not limited to, reasonable attorney fees, disbursements, court costs, and
expert fees.
12.04 Remedies Under Federal Bankruptcy Laws. Notwithstanding the foregoing, upon the filing by or
against AIRLINE of any proceeding under Federal bankruptcy laws, if AIRLINE has defaulted in the
perfonnance of any provision of this Agreement within the six (6) months preceding such filing, CITY shall
have the right to cancel this Agreement, in addition to other remedies provided under provisions of the Federal
Bankruptcy Rules and Regulations and Federal Judgeship Act of 1984, as such may be subsequently amended,
supplemented, or replaced. Such cancellation shall be by written notice to AIRLINE within sixty (60) days
from the date of AIRLINE's initial filing in bankruptcy court.
Article 13. CANCELLATION BY AIRLINE
13.01 Events of Default. The events described below shall be deemed events of default by CITY
hereunder:
A. CITY fails to keep, perfonn, or observe any material tenn, covenant, or condition herein
contained, to be kept, perfonned, or observed by CITY and such failure continues for thirty (30) days
after receipt of written notice from AIRLINE; or, if by its nature such default cannot be cured within
such thirty (30) day period; CITY shall not commence to cure or remove such default within said thirty
(30) days and to cure or remove the same as promptly as reasonably practicable; provided, however,
CITY's performance under this Section.
B. Airport is closed to flights in general or to the flights of AIRLINE, for reasons other than
those circumstances within AIRLINE's control, and Airport fails to be reopened to such flights within
sixty (60) consecutive days from such closure.
C. The United States Government or any authorized agency of the same (by executive order
or otherwise) assumes the operation, control, or use of the Airport in such a manner as to substantially
restrict AIRLINE from conducting its operations, if such restriction be continued for a period of sixty
(60) consecutive days or more.
13.02 AIRLINE's Remedy. So long as AIRLINE is not in default as set forth in Section 12.01 of this
Agreement, including but not limited to payments due to CITY hereunder, AIRLINE may cancel this
Agreement upon the occurrence of an event of default, as set forth in Section 13.01. In such event, AIRLINE
shall serve thirty (30) day advance written notice of cancelIation to CITY. All rentals, fees, and charges payable
by AIRLINE shall cease as of the date of such cancellation and AIRLINE shall surrender the Airline Premises
in accordance with Section 4.04 hereof.
--48--
Article 14. GOVERNMENT INCLUSION
14.41 Government Agreements.
A. This Agreement shall be subordinate to the provisions of any existing or future agreements
between CITY and the United States Government or State of Texas, relative to the operation or
maintenance of the Airport, the execution of which has been or will be required as a condition precedent
to the granting of Federal or other governmental funds for the development of the Airport, to the extent
that the provisions of any such existing or future agreements are generally required by the United States
or other governmental CITY of other civil airports receiving such funds. CITY agrees to provide
AIRLINE written advance notice of any provisions that would adversely modify the material terms of
this Agreement.
S. Nothing contained in this Agreement is intended, nor shall be construed, as a waiver by
either party of any right to assert any claim or defense, or raise any issue in any context or forum
including, but not limited to, a court or administrative forum, regarding the preemption by federal law,
including but not limited to the Airline Deregulation Act (49 U.S.C. §41713), any state or local law or
ordinance, or the Airport Mules and Regulations or the Operating Directives described in Article 15.06.
14.02 Federal Government's Emergency Clause. All provisions of this Agreement shall be subordinate
to the rights of the United States of America to operate the Airport or any part thereof during time of war or
national emergency. Such rights shall supersede any provisions of this Agreement inconsistent with the
operations of the Airport by the United States of America.
14.03 Nondiscrimination.
A. AIRLINE for itself, its personal representatives, successors in interest, and assigns, as a
part of the consideration hereof, does hereby agree as a covenant running with the land that (i) no person
on the grounds of race, color, or national origin shall be excluded from participation in, denied the
benefits of, or be otherwise subjected to discrimination in the use of Airline Premises, (ii) in the
constmction of any improvements on, over, or under Airline Premises and the furnishing of services
thereon, no person on the grounds of race, color, or national origin shall be excluded from participation
in, denied the benefits of, or be other -wise subjected to discrimination, and (iii) AIRLINE shall use the
Airline Premises in compliance with all other requirements imposed by or pursuant to 14 CFR 152 and
Title VI of the Civil Rights Act of 1964 and 49 CFR, Subtitle A, Part 21, Nondiscrimination in Federally
Assisted Programs of the Department of Transportation, and as said Title and Regulations may be
amended.
B. In conducting or engaging in any aeronautical activity for furnishing services to the public
at the Airport, AIRLINE shall furnish said services on a fair, equal, and not unjustly discriminatory
basis to all users thereof, and shall charge fair, reasonable, and not unjustly discriminatory prices for
each unit or service as required pursuant to 14 CFR 152. AIRLINE may make reasonable and
nondiscriminatory discounts, rebates, or other similar types of price reductions to volume purchasers.
C. AIRLINE acknowledges that the provisions of 49 CFR, Part 23, Disadvantaged Business
Enterprises (DBE), as said regulations may be amended, and such other similar regulations may be
enacted, may be applicable to the activities of AIRLINE under the tenns of this Agreement, unless
exempted by said regulations, and AIRLINE hereby agrees to comply with the regulatory agencies, in
reference thereto. These requirements may include, but not be limited to, compliance with DBE
participation goals, the keeping of certain records of good faith compliance efforts, which would be
subject to review by the various agencies, the submission of various reports and, if so directed, the
contracting of specified percentages of goods and services contracts to DBEs.
D. In the event of breach of any of the above nondiscrimination covenants pursuant to 49 CFR
Part 21 of the Regulations of the Office of the Secretary of Transportation, as amended, if applicable,
CITY will have the right to terminate the Agreement and to re-enter as if said Agreement had never
been made or issued. Said termination provision will not be effective until the procedures of 49 CFR
Part 21 are followed and completed, including exercise or expiration of appeal rights.
14.04 Security.
AIRLINE shall not bring or operate any vehicle or motorized equipment into or within any air
operations area, unless having first complied with all insurance provisions and requirements specified
in this Agreement, as well as the Airport Driver Training Program and the Airport's Security Program.
When operating within any air operations area, AIRLINE shall cause its vehicles and equipment to
move directly to and from the entrance gate or Airline Premises and the aircraft, and shall not enter or
move about in any other non -movement area. AIRLINE, its officers, employees, agents, and those
under its control, shall comply with security measures required of AIRLINE or CITY by the FAA, TSA,
U. S. Department of Transportation, or contained in any Airport master security plan approved by the
FAA or TSA to include an Airport Tenant Security Program as outlined in CFR Part 1542 respective to
AIRLINE's non-public Leased Premises. If AIRLINE, its officers, employees, agents, or those under
IM1a
its control shall fail or refuse to comply with said measures and such non-compliance results in a
monetary penalty being assessed against CITY, then AIRLINE shall be responsible and shall reimburse
CITY in the full amount of any such monetary penalty or other damages, including attorney fees and
other costs to defend CITY against such claims.
14.05 Environmental.
A. General Conditions.
Notwithstanding any other provisions in this Agreement, and in addition to any and all other
requirements of this Agreement or any other covenants, representations or warranties of AIRLINE,
AIRLINE hereby agrees to the following, in connection with AIRLINE's operations at the Airport:
(1) AIRLINE shall comply with all applicable Environmental Laws.
(2) AIRLINE agrees to notify CITY and promptly begin to mitigate any damages occurring
as a result of non-compliance with any applicable Environmental Law by AIRLINE, its
employees, licensees, or contractors and AIRLINE agrees to promptly and at its own
expense initiate investigation, to the extent required under applicable Environmental Law,
and remediation (but AIRLINE shall not commence active remediation, except to the
extent time is of the essence or emergency conditions otherwise exist requiring immediate
remediation measures, without advanced review and written approval by applicable
regulatory agency and CITY of any remediation plan) of any such potential or actual non-
compliance with any applicable Environmental Law which AIRLINE shall continue until
remediation has been completed to the extent required under, and in accordance with,
applicable Environmental Law and no further action is necessary.
(3) Except where, and to the extent, it is caused by the negligence of willful misconduct of
the agents, employees, contractors, officers, officials, or City Council of the CITY ,
AIRLINE agrees to hold hannless and indemnify CITY, its agents, employees, officials,
City Council, and elected officers for any violation by AIRLINE, its officer, employee,
agent, licensee or contractor of such applicable Environmental Law and for any non-
compliance by AIRLINE with any permits issued to AIRLINE pursuant to applicable
Environmental Laws which hold hannless and indemnity will include but not be limited
to, enforcement actions to assess, abate, remediate, undertake corrective measures, or
monitor environmental conditions damages (including actually incurred reasonable
--51--
attorney's fees and costs as well as reasonable fees and costs of consultants, experts,
contractors, and laboratories reasonably incurred in connection with the indemnified
incident to the extent required to reach compliance with applicable Environmental Laws)
and for any monetary penalties, costs, expenses, or damages, including natural resource
damages, imposed against AIRLINE, its employees, , suppliers, or service providers or
against CITY by reason of AIRLINE's violation or non-compliance. Claims for
environmental matters shall be covered exclusively under this Article 14 and shall not be
subject to any other indemnities provided in this Agreement, including without limitation
the general indemnity herein.
(4) AIRLINE agrees to reasonably cooperate with any investigation, audit, or inquiry by
CITY regarding any federal or state environmental regulatory enforcement action or
investigation, which is against City but arises from AIRLINE's activities hereunder.
(5) AIRLINE agrees that any spill, leak, or permit exceedance by AIRLINE (and to the
extent required to be reported pursuant to applicable Environmental Law), or notice of
violation, notice of non-compliance, or other enforcement action related to AIRLINE's
operation at the Airport described herein will be promptly reported to CITY. In entering
into this Agreement, CITY expressly relies on the covenants, representations, and
warranties of AIRLINE as stated herein.
(6) Except for above -ground deicing fluid storage tanks, or such other tanks as approved by
CITY in writing, AIRLINE shall not install or allow to be installed any above or
underground storage tanks on any Airport premises. For above -ground deicing fluid
storage tanks and required containment, AIRLINE must obtain CITY's written approval
and obtain all necessary federal, state, and local licenses.
B. Environmental Considerations.
(1) If AIRLINE is deemed to be a generator of hazardous waste, as defined by applicable
federal, state, or local law, AIRLINE will obtain, if required by applicable Environmental
Law, a generator identification number from the U.S. Environmental Protection Agency
(EPA) and the appropriate generator pen -nit and will comply with all applicable
Environmental Laws including but not limited to, ensuring that the transportation, storage,
handling, and disposal of such hazardous wastes are conducted in full compliance with
applicable Environmental Law.
(2) AIRLINE agrees to make available for review by CITY, CITY, within fourteen (14) days
after CITY's request, copies of all hazardous waste pen -nit application documentation,
pennits, monitoring reports, transportation, responses, storage and disposal plans, material
safety data sheets and waste disposal :manifests prepared or issued in connection with
AIRLINE's use of Airport.
(3) At the end of the Agreement, AIRLINE will dispose of all of AIRLINE's solid and
hazardous wastes and containers in compliance with all applicable Environmental Laws.
Copies of all waste manifests related to the disposal of such wastes will be provided to
CITY within 30 days.
C. Prior Contamination.
Nothing in this article will be construed to snake AIRLINE liable in any way for any
contamination or release of Hazardous Materials, as defined herein, affecting Airport that occurred prior
to AIRLINE's entry upon or operations at Airport or that occurred as a result of the actions or inaction
of CITY or any of its employees, agents, contractors or anyone other than AIRLINE at the Airport,
except that AIRLINE shall use commercially reasonable efforts not to exacerbate, relocate, distribute,
spread or otherwise move said contamination or Hazardous Materials.
D. Off -Site Contamination.
Nothing in this article will be construed to make AIRLINE liable in any way for any
contamination or release of Hazardous Materials affecting Airport that occurs by reason of the migration
or flow to Airport from verifiable or documented off -site contamination that is not attributable to
AIRLINE's activities at Airport.
E. Stormwater.
Notwithstanding any other provisions or terms of this Agreement, AIRLINE acknowledges that
certain properties within the Airport, or on CITY owned land, are subject to stonrwater rules and
regulations. AIRLINE agrees to observe and abide by such stonrwater rules and regulations as may be
applicable to AIRLINE, and, if applicable hereby agrees to the following in connection with AIRLINE's
operations on Airport:
(1) AIRLINE acknowledges that any stonrwater discharge permit issued to the CITY may
name AIRLINE as a co-pennitee. CITY and AIRLINE both acknowledge that close
cooperation is necessary to ensure compliance with any stonnwater discharge pen -nit tenns
and conditions, as well as to ensure safety and to minimize cost of compliance. AIRLINE
acknowledges further that it may be necessary to undertake such actions to minimize the
exposure of stonnwater to "significant materials" generated, stored, handled or otherwise
used by AIRLINE, as such term may be defined by applicable stonnwater rules and
regulations, by implementing and maintaining "best management practices" (as that term
may be defined in applicable stonnwater rules and regulations).
(2) AIRLINE will comply with any stonmwater discharge pen -nit requirements applicable to
AIRLINE. To the extent a submittal of a Notice of Intent will be made by AIRLINE to
the Texas Commission on Environmental Quality; a copy will be submitted to CITY.
AIRLINE will comply with all applicable stonnwater requirements including but not
limited to: certification of non-stonnwater discharges; CITY's stonnwater Pollution
Prevention Plan or similar plans; implementation of best management practices; and
maintenance and submittal of records required by CITY's stonnwater Pollution Prevention
Plan. In complying with such requirements, AIRLINE will observe applicable deadlines
set by the regulatory agency that has jurisdiction over the permit. AIRLINE agrees to
undertake, as its sole expense, those applicable stonnwater pennit requirements for which
it has received written notice from the regulatory agency and that apply to its operations at
the Airport, and AIRLINE agrees that it will hold harmless and indemnify CITY, in
accordance with Article 9, for any violations or non-compliance with any such applicable
permit requirements.
Article 15. GENERAL PROVISIONS
15.01 Nonwaiver. No waiver of default by either party of any of the terms, covenants, or conditions of
this Agreement to be performed, kept, and observed by the other party shall be construed to be or act as a
waiver of any subsequent default of any of the terms, covenants, and conditions to be performed, kept, and
observed by the other party and shall not be deemed a waiver of any right on the part of the other party to
cancel this Agreement as provided herein.
15.02 Rights Non -Exclusive. Notwithstanding anything herein contained that may be or appear to the
contrary, the rights, privileges, and licenses granted under this Agreement, are "non-exclusive" and CITY
reserves the right to grant similar privileges to others, provided that in doing so, CITY does not interfere nor
alter, or purport to alter, AIRLINE's rights and privileges hereunder.
15.03 Quiet Enid ment.
A. CITY agrees that, s❑ long as AIRLINE's payment of rentals, fees, and charges is timely
and AIRLINE keeps all covenants and agreements contained herein, AIRLINE shall peaceably have
and enjoy its Airline Premises and all rights, privileges, and licenses of the Airport, its appurtenances
and facilities granted herein, subject to the terms and conditions herein contained.
B. Consistent with the nature of AIRLINE's business, AIRLINE agrees that occupancy of its
Airline Premises will be lawful and quiet and that it will not knowingly use or pen -nit the use of Airline
Premises in any way that would violate the terms of this Agreement, create a nuisance, or disturb other
tenants or the general public. AIRLINE shall be responsible for the activity of its officers, employees,
agents, and others under its control with respect to this provision.
15.04 Performance. The parties expressly agree that time is of the essence in this Agreement. Failure
by a party to complete performance within the time specified, or within a reasonable time if no time is specified
herein, shall relieve the other party, without liability, of any obligation to accept such performance.
15.05 Aviation Ri hg _ts CITY reserves unto itself, its successors, and assigns for the use and benefit of
the public, a right of Flight for the passage of aircraft in the airspace above the surface of the Airport, including
Airline Premises, for navigation or flight in the said airspace for landing on, taking off from, or operating at
the Airport.
--55--
l 5.05 Rules and Regulations and Operational Directives.
A. AIRLINE, its officers, employees, agents, and others under its control shall observe and
obey all laws, regulations, and orders of the federal, state, county governments and CITY (acting in its
goverrunental capacity) which may be applicable to AIRLINE'S operations at the Airport.
B. CITY, acting in its governmental capacity, may from time -to -time adopt, amend, or revise
the Airport's Rules and Regulations and Operating Directives goveming the conduct of operations at
the Airport, for reasons of safety, health, preservation of the property, or for the maintenance of the
good and orderly appearance of the Airport. AIRLINE, its officers, employees, agents, and others under
its control shall faithfully comply with and observe such reasonable and non-discritninatory Rules and
Regulations and Operating Directives, except as they may conflict with the terms and provisions of this
Agreement, or the regulations of another governmental entity having appropriate jurisdiction. CITY
shall notify AIRLINE in advance of any amendments or supplements to such Rules and Regulations
and Operating Directives that would materially alter the terms of this Agreement adversely.
C. AIRLINE shall be strictly liable and responsible for obtaining, maintaining current, and
fully complying with, any and all pennits, licenses, and other governmental authorizations, however
designated, as may be required at any time throughout the entire Tenn of this Agreement by any federal,
state, or local governmental entity or any court of law having jurisdiction over AIRLINE or AIRLINE's
operations and activities.
15.07 Inspection. AIRLINE shall allow CITY's authorized representatives access to Airline Premises
for the purpose of examining and inspecting said premises; for purposes necessary, incidental to, or connected
with the performance of its obligations under this Agreement; or, in the exercise of its governmental functions.
Except in the case of an emergency, CITY shall conduct such inspections during reasonable business hours,
after reasonable prior notice to AIRLINE and in the presence of AIRLINE' representative.
15.08 No Individual Liability. No member, officer, agent, director, or employee of CITY or AIRLINE
shall be charged personally or held contractually liable by or to the other party under the terms or provisions
of this Agreement or because of any breach thereof or because of its or their execution or attempted execution.
15.09 Relationship of Parties. Nothing contained herein shall be deemed or construed by the parties
hereto, or by any third party, as creating the relationship of principal and agent, partners, joint venturers, or any
other similar such relationship between the parties hereto. It is understood and agreed that neither the method
!CIE
of computation of rentals, fees, and charges, nor any other provisions contained herein, nor any acts of the
parties hereto, creates a relationship other than the relationship of landlord and tenant.
15.10 Capacity to Execute. The individuals executing this Agreement personally warrant that they
have full authority to execute this Agreement on behalf of the entity for whom they are acting herein.
15.11 Savings. The parties hereto acknowledge that they have thoroughly read this Agreement,
including any exhibits or attachments hereto and have sought and received whatever competent advice and
counsel was necessary for them to form a full and complete understanding of all rights and obligations herein.
The parties further acknowledge that this Agreement is the result of extensive negotiations between the parties
and shall not be construed against CITY by reason of the preparation of this Agreement by CITY.
15.12 Successors and Assigns Bound. This Agreement shall be binding upon and inure to the benefit
of the successors and assigns of the parties hereto; provided, however, this provision shall in no way
whatsoever alter the restriction herein regarding assignment and subletting by the AIRLINE.
15.13 Incorporation of Exhibits. All exhibits and attachments referred to in this Agreement are intended
to be and are hereby specifically made a part of this Agreement.
15.14 Titles. Section titles are inserted only as a matter of convenience and for reference, and in no
way define, limit, or describe the scope or extent of any provision of this Agreement.
15.15 Severability. In the event that any covenant, condition, or provision of this Agreement is held to
be invalid by any court of competent jurisdiction, the invalidity of such covenant, condition, or provision shall
not materially prejudice either CITY or AIRLINE in their respective rights and obligations contained in the
valid covenants, conditions, or provisions of this Agreement.
15.16 Amendments. No amendment, modification or alteration of the tenns of this Agreement shall
be binding unless the same be in writing, dated subsequent to the date hereof, and duly executed by the parties
hereto with the same formality as required for this Agreement.
15.17 Other Agreements. Other than asset forth herein, nothing contained in this Agreement shall be
deemed or construed to nullify, restrict, or modify in any manner the provisions of any other Iease or contract
between CITY and AIRLINE authorizing the use of the Airport, its facilities, and appurtenances.
15.18 Approvals.
A. Unless otherwise stated, whenever this Agreement calls for approval by CITY, such
approval shall be evidenced by the written approval of the Director of Aviation.
B. Any approval required by either party to this Agreement shall not be unreasonably
withheld, conditioned or delayed.
15.19 Notice.
A. All notices, requests, consents, and approvals served or given under this Agreement shall
be served or given in writing with proof of delivery or by electronic transmission. If intended for CITY,
notices shall be delivered to:
Director of Aviation
Lubbock Preston Smith International Airport
5401 N. Martin Luther King Blvd.
Unit 389
Lubbock, TX 79403
Telephone: (806) 775-3126
Or to such other address as may be designated by CITY by written notice to AIRLINE.
B. Notices to AIRLINE shall be delivered to:
United Parcel Service Airlines
Attn: Airport Properties
1400 N. Hurstbourne Parkway
Louisville, KY 40223
Or to: [insert email address if electronic transmission is allowed]
Or to such other address as may be designated by AIRLINE by written notice to CITY.
If notice, consent or approval is given in any other manner or at any other place, it shall also be
given at the place and in the manner specified above.
15.20 Agent for Service. It is expressly understood and agreed that if AIRLINE is not a resident of the
State of Texas, or is an association or partnership without a member or partner resident of said state, AIRLINE
--5 8--
shall appoint an agent for the purpose of service of process in any court action between it and CITY arising out
of or based upon this Agreement. AIRLINE shall immediately, within ten (10) days of execution of this
Agreement, notify CITY, in writing, of the name and address of said agent, if applicable. Such service shall
be made as provided by the laws of the State of Texas for service upon a non-resident engaging in business in
the State. It is further expressly agreed, covenanted, and stipulated that, if for any reason, such service of
process is not possible, as an alternative method of service of process, AIRLINE may be personally served out
of the State of Texas by the registered mailing of such service at the address set forth in Section 15.20.
15.21 Governing Law and Legal For -urn . This Agreement is to be read and construed in accordance
with the laws of the State of Texas. All litigation concerning this Agreement by either party shall be instituted
in Lubbock, Texas. The provisions of this section shall survive the termination of this Agreement.
15.22 Force Majeure. Except as herein provided, neither CITY nor AIRLINE shall be deemed to be in
default hereunder if either party is prevented from performing any of the obligations, other than the payment
of rentals, fees, and charges hereunder, by reason of strikes, boycotts, labor disputes, embargoes, shortages of
energy or materials, acts of God, acts of the public enemy, terrorism, weather conditions, riots, rebellion, or
sabotage, or any other circumstances for which it is not responsible or which are not within its control.
15.23 Most Favored Nation. CITY agrees not to enter into any Agreement with any other 14 CFR Part
121 Air Transportation companies conducting similar operations at the Airport after the date of this Agreement
which contains more favorable terms and conditions, landing fees, space rentals or other charges than those
provided in this Agreement. Such "similar operations at the Airport" means regularly scheduled commercial
service that shall be conducted at the Airport..
15.24 Entire Agreement. It is understood and agreed that this instrument contains the entire agreement
between the parties hereto. It is further understood and agreed by AIRLINE that CITY and CITY's agents
have made no representations or promises with respect to this Agreement or the making or entry into this
Agreement, except as in this Ageement expressly set forth, and that no claim or liability or cause for
tenmination shall be asserted by AIRLINE against CITY for, and CITY shall not be liable by reason of, the
breach of any representations or promises not expressly stated in this Agreement.
--59--
IN WITNESS WHEREOF, the Parties hereto have caused these presents to be executed on the day
of City Council approval.
UNITED PARCEL SERVICE CO.
ATTEST:
APPRV VED AS 10 CON IFN 1
C;e&llyv Campbell, AAE, �Eecut&ve�D—ir�iector of Aviation
Office Practice
CITY OF LUBBOCK, TEXAS
BY: _
DANIEL M. POPE, MAYOR
A'TTRCT•
4Rebea Garza, City Secretary
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EXHIBIT C
INTENTIONALLY LEFT BLANK
EXHIBIT D
RESPONSIBILITIES OF LBB & AIRLINES FOR OPERATION
& MAINTENANCE AT THE AIRPORT
Lighting
a. Bulb & Tube Replacement'
b. Maintenance '
Electrical Maintenance 2
Water
a. Distribution
b. Fixtures
Sewage
a. Distribution
Maintenance
a. Other than Structure
b. Structure
c. Exterior *
Custodial Service
Ramp - Concrete Repair
Snow Removal
a. Ramp area
b. Gate areas & walkways
Airline - Airline is responsible
FACILITY
Airline
Airline
Airline
LBB
Airline
LBB
Airline
Airline
Airline
Airline
Airline
Airline
RAMP
L88
LBB
LBB
LBB
Airline
Airline
Airline
Airline
Airline
LBB
Airline
Airline
1 AIRLINE shall be responsible for any light fixtures installed by AIRLINE.
Z AIRLINE shall be responsible for any electrical fixtures or services installed by AIRLINE.
3 AIRLINE shall be responsible for any structure constructed by AIRLINE.
* AIRLINE shall be responsible for any maintenance required from actions of AIRLINE,
its employees, ❑r subcontractors (including aircraft apron lead in lines).
LBB 2017-18 Budget Airline Rates - Cargo Carrier Analysis
Table 1 Summary of Rates and Charges
(Fiscal Year Beginning October 1)
CARGO CARRIERS
CARGO CARRIERS
NONSIGNATORY
SIGNATORY
BUDGET
BUDGET
FY 2017-18
FY 2017-18
Total Enplanements
477,081
477,081
Projected Rates
Signatory Terminal Rental Rate
$
30.93
$ 30.93
NonsignatoryTerminal Rental Rate
$
38.66
$ 38-56
Signatory Landing Fee
$
2.77
$ 3.01
Nonsignatory Landing Fee
$
3.46
$ 3.77
Signatory Per Day Fee - Aircraft Gate
$
157-05
S 157.05
Signatory Per pay Fee - Operations
S
342.96
S 342-96
Signatory Per Day Fee - Ticket Counters
S
166.01
S 166.01
Signatory Cost Per Enplanement
$
9-02
$ 9.32
Net Remaining Revenues �1
$
1,515,379
$ 1,515,378
NOTES-
1/ Amounts paid for the Security Access Reimbursement are included in the CPE.
21 Does not include capital expenditures and funding reserves.
Source City of Lubbock, Texas, January 2019
EXHIBIT E
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LBO 2017-18 Budget Airline Rates - Cargo Carrier Analysis
Table 2 Landing Fees
(Fiscal Year Beginning October 1)
Landing Fee Calculation:
Airfield Expenses
O&M Expenses
❑&M Expenses Reserve Requirement
Debt Service
Small Capital Expenditures
Amortization of Capital Expenditures
Total Airrield Requirement
Less, Airfield Non Airline Revenue
Net Airfield Requirement
Signatory Passenger Landed Weight
Signatory Cargo Landed Weight
Nonsignatory Passenger Landed Weight
Nonsignatory Cargo Landed Weight
Total Landed Weight
Average Landing Fee
Signatory Landing Fee
Nonsignatory Landing Fee (125%)
Signatory Passenger Landing Fee Revenue
Signatory Cargo Landing Fee Revenue
Nonsignatory Passenger Landing Fee Revenue
Nonsignatory Cargo Landing Fee Revenue
Total Airline Landing Fee Revenues
5ource: City of Lubhock, Texas. January 2018
CARGO CARRIERS CARGO CARRIERS
NONSIGNATORY SIGNATORY
BUDGET BUDGET
FY 2017-18 FY 2017-18
$ 3,370,633
5 3,370,633
$ 29,693
$ 29,693
5
$ -
$ 127,385
$ 127,385
$ 111,695
$ 111,695
$ 3,639,407 $ 3,639,407
$ 746,500
$
746,500
S 2,892,907
S
2,892,907
585.182
585,182
0
335,442
a
0
367,424
30,982
952,605
952,606
$ 3.04
$
3.04
$ 2.77
$
3,01
$ 3,46
$
177
$ 1,620,812
$
1,762,767
5
$
1,013,479
$ 1,272,095
S
116,661
$ 2,892,907
$
2.892,907
PRELIMINARY DRAFT Page 2 of 9 PREPARED ON 01/19/2015
LBB 2017-18 Budget Airline Rates - Cargo Carrier Analysis
Table 3 Signatory Airline Cost Per Enplanement
(Fiscal Year Beginning October 1)
CARGO CARRIERS CARGO CARRIERS
NONSIGNATORY SIGNATORY
BUDGET BUDGET
FY 2017-18 FY 2017-18
Cost Per Enplanement Calculation -
Signatory Airline Revenues
Passenger landing Fees
$
1,620,812
$
1,762,767
Terminal Rents
$
2,655,070
$
2,655,070
Per Use Fees
$
-
$
_
Total Airline Revenues
$
4.275,882
$
4,417,837
Total Signatory Enplanements
473,848
473,848
Signatory Airline Cost Per Enplanement
$
9,02
$
9-32
source: City of Lubbock, Texas, JanuaFy 2018
PRELIMINARY DRAFT Page 3 of 9 PREPARED ON 01119/2016
LBB 2017-18 Budget Airline Rates - Cargo Carrier Analysis
i
Table 4 Cash Flaw
(Fiscal Year Beginning October 1)
Operating Revenues
Landing Fees
Terminal Rents
Per Use Fees
Non -Airline Revenues
Total Operating Revenues
Less:
Total Operating Expenses
Net Operating Revenues
Total Debt Service
Less:
CARGO CARRIERS
CARGO CARRIERS
NONSIGNATORY
SIGNATORY
BUDGET
BUDGET
FY 2017-18
FY 2017-18
$ 2892,907 $ 2,892,907
5 2,655,070 $ 2,655,070
$ 5,934,909 $ 5.934,909
11,482,886 $ 11,482,886
$ 9,118,684
$ 9,118,684
$ 2,364,202
$ 1,732,201
$ 2,364,202
$ 1,732,201
PFC Funded Debt Service
$
883,377
$
883,377
Net Debt Service
$
848,824
$
848,824
Net Remaining Revenues v
$
1,515,378
$
1,515,378
Less:
Large Capital Expenditures Funded with Local Share
$
350,000
$
350,000
Small Capital Expenditures
$
264,450
$
264,450
Net Remaining Revenues After Capital Expenditures
$
900,928
$
900,928
NOTES:
11 Does not include capital expenditures and funding reserves.
source' City of Lubbock, Texas. January 2018 _
PRELIMINARY DRAFT Page 4 of 9 PREPARED ON 01/191201 B
LBB 2017-18 Budget Airline Rates - Cargo Carrier Analysis
Table 5A United Airlines
(Fiscal Year Beginning October 1)
CARGO CARRIERS
CARGO CARRIERS
NONSIGNATORY
SIGNATORY
BUDGET
BUDGET
FY 2017-18
FY 2017-18
DIFFERENCE
Leased Terminal Space
Concourse Level
G,354
6.354
0
Mezannine Level
0
0
0
Ramp Level
2.635
2.635
0
1Dinl Use Space
9.641
9,841
0
Total Leased Space
18,829
18 829
0
Terminal Rental Rate (Per Square Foot)
$ 30.93
30.93
S (0.00)
Terminal Rental Revenues
$ 582.408 $
582,408
$ (0)
Landing Fees
Landed Weight
81501
81.501
0
Signatory Landing Fee
S 2,77 S
3.01
S 0.24
Landing Fee Revenues
$ 225,738 $
245,509
$ 19,771
Per Use Fees - Gates
Airlines Uses
0
0
0
Airline Shared Gates Per Use Fee
5 157.05 $
157,05
$ (0.00)
Per Use Revenue
$ _ S
_
$ _
Total Revenues
a
Terminal Rental Revenues
S
582A08
$ 582,408
$ W)
Variable
Landing Fee Revenues
S
225,738
$ 245,509
S 19,771
Per Use Revenue
Total Revenues to be Paid
$
808,147
S 827,91S
S 19,771
Actual Revenues Paid
$
-
$
$ _
Settlement
S
808,147
S 827,918
$ 19.771
Enplanemenls
71,864
71864
Cost Per Enplanement
$
11.25
S 11.52
S 0.28
Spume City of Lubbock Texas. January 2018
PRELIMINARY DRAFT Page 5 of 9 PREPARED ON 01 /1912018
LBB 2017-18 Budget Airline Rates - Cargo Carrier Analysis
Table 58 Southwest Airlines
(Fiscal Year Beginning October 1)
CARGO CARRIERS CARGO CARRIERS
NONSIGNATORY SIGNATORY
BUDGET BUDGET
FY 2017-18 FY Z017-18 DIFFERENCE
Leased Terminal Space
Concourse Level
10,184
10 184
0
Mezannine Level
0
0
0
Ramp Level
5,963
5963
0
Joint Use Space
25,090
25.090
0
Total Leased Space
41,237
41237
0
Terminal Rental Rate (Per Square Foot)
S
30.93
$ 30.93
$ (0.00)
Terminal Rental Revenues
S
1,275,529
$ 1,275,529
S (0)
Landing Fees
Landed Weight
309,119
309,119
0
Signatory Landing Fee
$
2,77
$ 3,01
S 0.24
Landing Fee Revenues
$
856,186
$ 931,173
$ 74,987
Per Use Fees - Gates
Airlines Uses
0
0
0
Airline Shared Gates - Per Use Fee
S
157,05
S 157.05
$ (0,00)
Per Use Revenue
$
-
$ -
s
Total Revenues
Fix
Terminal Rental Revenues
S
1,275,529
$ 1,275,529
S (0)
variable
Landing Fee Revenues
S
856,186
$ 931,173
$ 74,987
Per Use Revenue
S
•
S -
S -
Total Revenues
S
2.131,715
5 2,206,702
S 74,987
Actual Revenues Paid
5
-
S .
S -
Settlement
$
2,131.715
$ 2,206,702
S 74.987
Enplanements
244,423
244,423
Cost Per Enplanement
$
8.72
$ 9.03
$ 0.31
Source CnyofLubl:Kxk Teas January D18
PRELIMINARY DRAFT Page 6 of 0 PREPARED ON 01/19/2018
(Fiscal Year Beginning October 1)
LBB 2017-18 Budget Airline Rates - Cargo Carrier Analysis
Table 5C American Airlines
CARGO CARRIERS CARGO CARRIERS
NONSIGNATORY SIGNATORY
BUDGET BUDGET
FY 2017-18 FY 2017-18 DIFFERENCE
Leased Te rmin at S pa re
Concourse Level
5950
5950
0
Mexannine Level
182
182
0
Ramp Level
2.225
2 225
0
Joint use Space
17 414
17 414
0
Total Leased Space
25 771
25 771
0
Terminal Rental Rate [Per Square Foot]
$
30.93
S 30,93
S (0,00)
Terminal Rental Revenues
5
797,133
$ 797,133
$ (0)
Landing Fees
Landed Weight
194,561
194.561
0
Signatory Landing Fee
$
2.77
S 3.01
S 0.24
Landing Fee Revenues
$
538,887
$ 586,085
$ 47,197
Per Use Fees - Gates
Airlines Uses
0
0
0
Airline Shared Gates - Per use Fee
$
157,05
S 157,05
S (0,00)
Per Use Revenue
$
-
$ -
$ -
Total Revenues
Fix :
Terminal Rental Revenues
S
797,133
$ 797,133
3 (0)
Variable:
Landing Fee Revenues
5
538,887
S 586,085
5 47,197
Per Use Revenue
$
-
S -
S -
Total Revenues
S
1336,020
$ 1383,217
5 47,197
Actual Revenues Paid
-
$ -
S
Settlement $ 1,336.020 $ 1,383,217 $ 47.197
Enplanements 157,561 157,561
Cost Per Enplanement 5 8.48 $ 8.78 $ 0.30
Source City of Lubbock, Texas January ri=
PRELIMINARY DRAFT Page 7 of 9 PREPARED ON 01/19/2018
LBB 2017-18 Budget Airline Rates - Cargo Carrier Analysis
Table 5D FedEx
(Fiscal Year Beginning October 1)
CARGO CARRIERS
CARGO CARRIERS
NONSIGNATORY
SIGNATORY
BUDGET
BUDGET
FY 2017-18
FY 2017-18
DIFFERENCE
Leased Ramp Spate
Cargo Ramp Space
344,000
344001
1
Total Leased Space
344,000
344 001
1
Terminal Rental Rate (Per Square Foot}
S
0.41 S
0,41 $
-
Ramp and Apron Revenues
5
141,040 $
141,040 S
0
Landing Fees
Landed weight
262.192
262.192
0
Landing Fee 1
$
3,46 S
3,01 S
(0,45)
Landing Fee Revenues
$
907,760 $
799,812 $
(117,9491
Per Use Fees - Gates
Airlines Uses
0
0
0
Airline 5hared Gates Per Use Fee
S
157.05 S
157.05 $
(0.00)
Per Use Revenue
S
- $
- $
-
Total Revenues
iX
Ramp and Apron Revenues
Variablei
Landing Fee Revenues
Per use Revenue
Total Revenues
11 Landing Fee reflects Nvnsignatory and Signatory rates for cargo carriers in Fy 2017 18 Budget
Source City a Lubbock. Texas, January 201E
S 141,041) $
S 907,760 S
S - S
s 1,04s,800 a
141,040 S 0
789,812 S (117,949)
- S -
930,852 S (117,948)
PRELIMINARY DRAFT Page 8 of 9 PREPARED ON 01/19/2018
LBB 2017-18 Budget Airline Rates - Cargo Carrier Analysis
Table 5E UPS
(Fiscal Year Beginning October 1)
CARGO CARRIERS
CARGO CARRIERS
NONSIGNATORY
SIGNATORY
BUDGET
BUDGET
FY 2017-18
FY 2017-18
DIFFERENCE
Leased Ramp Space
Cargo Ramp Space
105,000
105 001
1
Total Leased Space
105.000
105001
1
Terminal Rental Rate (Per Square Foot)
S
0.41
S 0A1
S -
Ramp and Apron Revenues
S
43,050
$ 43,050
S 0
Landing Fees
Landed Weight
74,250
74,250
0
Landing Fee'
f
3,46
S 3.01
5 (0.45)
Landing fee Revenues
S
257,068
S 223.667
$ (33,402)
Per Use Fees - Gates
Airlines Uses
0
0
0
Airline Shared Gates Per Use Fee
S
157.05
S 157.05
S (0,00)
Per Use Revenue
S
-
S -
$ -
Total Revenues
Fixed;
Ramp and Apron Revenues
S
43,050
$ 43,050
S 0
Variahle�
Landing Fee Revenues
S
257,068
$ 223,667
$ (33,402)
Per Use Revenue
5
-
S -
S -
Total Revenues
S
300,118
$ 266,717
S (33,401)
11 tand ing Fee reflects Nonsignatory rate of 53.46 and Signatory rate of S3 01 For cargo carriers
Source City of Lubbock. Texas, January 201E
PRELIMINARY DRAFT Page 9 of 9 PREPARED ON 011191P018
EXHIBIT F
AFFILIATE IDENTIFICATION AND REQUIREMENTS
"AIRLINE":
"AFFILIATE": dlbla
AFFILIATE ADDRESS:
AFFILIATE POINT OF CONTACT:
Telephone:
Fax:
Email:
Date Start of Service --
Term of contract with Affiliate:
Airline and Affiliate acknowledge and agree that Affiliate will comply with all terms, conditions, covenants,
and obligations as set forth in the Sacramento International Airport Scheduled Airline Operating
Agreement and Terminal Building Lease,
AIRLINE
By -
AFFILIATE
by-