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HomeMy WebLinkAbout7-84 RESOLUTION;, , RESOLUTION NO. 7 - 84 1. A RESOLUTION AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE MODIFICATIONS OF THE CITY'S LEASE AGREEMENTS WITH SCHEDULED SKYWAYS, INC., METRO AIRLINES, INC., AND SUNBELT AIRLINES, INC. BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE CITY OF FAYETTEVILLE, ARKANSAS: That the Mayor and City Clerk are hereby -authorized and directed to execute modifications of the City's lease agree- ments with Scheduled Skyways, Inc., Metro Airlines, Inc. and Sunbelt Airlines, Inc. A copy of the modifications authorized for execution hereby are attached hereto, marked Exhibits "A", "B", and "C" and made a part hereof. PASSED AND APPROVED this 17th day of January, 1984. ATTEST: APPROVED: Mayor . ., MODIFICATION'OF LtASE AGREEMENT This agreement made this 17th day of January 1984, by and between the City of Fayetteville, Arkansas,.a municipal corporation,,hereinafter called Lessor, and Scheduled Skyways, Inc., and Arkansas business corporation, hereinafter called Lessee. WHEREAS, the parties hereto have entered into a lease dated May 6, 1979, a copy of which is attached hereto, marked Exhibit and made a part hereof; and WHEREAS, the parties desire to enter into a new agreement modifying or supplementing the provisions of said lease. NOW, THEREFORE, the parties mutually agree as follows: 1. Paragraph 2 (C) (2) of said lease is modified by amending the first sentence to read: 1,258 square feet of space known as the Airline Gate Area. I 1AII 2. Paragraph 2(C) :(3) of said lease is modified by amending the first sentence to read: 160 square feet of space known as the Baggage Claim Area. Itr3--Exhibit:!B"-to-said-1-ease-is--modified-to provide for the - ---- ttaelv`e (12). month pefiod'beginning January 1, 1984, -the -minimum --- fee for any scheduling landing shall be $5.00. 4. All provisions of the lessee are incorporated herein and are hereby modified or supplemented to conform herewith but in all other respects are to: be and shall continue in full force. IN WITNESS WHEREOF, the parties have executed this Modification of Lease on the day and year first above written. CITY OF FAYETTEVILLE, ARKANSAS, A Municipal Corporation ATTEST: ATTEST: By: R. H. Seddon Title: D'eewv". iz/LiT cS EXHIBIT A B Mayor SCHEDULED SKYWAYS, INC. By ���1 Davi M. �ergusoli\} Title: Vice President Finance i•2 • al r / This Lease executed on this /Jn.C.�. day of a. as4 :•111 1979, between the City of Fayetteville, Arkansas, a municipal corporation, hereinafter called "Lessor" and Scheduled Skyways, Inc., an Arkansas business cooperation, hereinafter called "Lessee". The parties recite and declare: A. Lessor is the owner of an airport known as Drake Field x ti, 6l f 4 3 i in the City of Fayetteville, Arkansas, herein referred to as the "airport". B. Lessee is engaged in the air transportation business and desires to use the facilities of the airport and maintain a base of operations at the airport. C. Lessor is willing 'to lease to Lessee a portion of the .airport premises together with such rights and/or privileges :as are set forth in this agreement. USE OF AIRPORT: Lessee is granted the use, in common with others similarly authorized, of the airport, together with all facilities, equipment, improvements, and services which have been, or may hereafter, be provided at or in connection with the airport from time to time, including, but not limited to, the landing field and any extensions thereof or additions thereto, runways, aprons, taxi -ways, sewerage and water facilities, flood lights, landing lights, beacons, control tower, signals, radio aids, and all other conveniences for flying, landings, and take -offs. 2. SPACE IN TERMINAL BUILDING: Lessor grants Lessee the following: A. The exclusive use of x'1915 square feet of office space in the terminal building at the airport, such space being more particularly identified as a ticket counter, operations center, and storage and office space as desig- nated in Exhibit "A", and the non-exclusive use, in common with others, of adequate space and facilities adjacent to the terminal building, consisting of sufficient ground area to permit the efficient taxiing, servicing, and loading and unloading of Lessee's aircraft. • • i> B. Lessee, its employees, passengers, guests, patrons and invitees shall also have the use, in common with others, and under the same terms and conditions, of any public space available in the Terminal Building, or which may be hereafter available, including, but not limited to, waiting rooms, and rest rooms. 3. RIGI[T OF INGRESS AND EGRESS: Lessee shall have at all times full and free right of ingress and egress from the premises and facilities referred to herein for Lessee, its employees, customers, passengers, guests, and other invitees. Such right shall also extend to persons or organizations supplying materials or furnishing services to Lessee, to include vehicles, machinery and equipment, reasonably required by such persons or organiza- tions; provided, Lessee, its employees, customers, guests, passengers, and other invitees, shall be required to park in those areas designated by Lessor. 4. TERM: Subject to earlier termination, as hereinafter provided, the term of this agreement shall be for a period of seventeen (17) years commencing on the date Lessee is granted beneficial occupancy of the new terminal building, and ending on December 31, 1996. 5. RENTALS AND CHARGES: Lessee agrees to pay Lessor for the use of the premises, facilities, rights, services, and privileges_.granted hereunto, rentals and charges according to the following schedule, which rentals and charges shall be payable within 20 days from receipt of invoice. All rentals and charges shall be renegotiated annually as soon after the first day of the year as is possible with the newly negotiated rates to be retro- active to become effective on January 1st of that year. A. For the exclusive use of 119.5 square feet of office space in the terminal building, such space being more particularly identified as a ticket counter, operations center, storage and office space, and freight handling and • storage room, the sum of $12.00 per square foot per year. B. Landing fees, according to the terms of Exhibit "B", attached hereto and made a part hereof, which fees shall be payable irrespective of the actual number of arrivals or • • • • ti: 3 - • aircraft Landings occurring each month, schedule chanes made during each month, extra sections flown, or courtesy, test inspection, instruction, charter, sight-seeing, ferry or other flights. • C. For overnight parking of aircraft, the total suns of 5125.00 per month during any such month as Lessee's aircraft is scheduled to remain overnight -at airport. Location of parked aircraft shall be on the apron adjacent to the public 'terminal building as designated by the Airport Manager. Scheduled Skyways, Inc. aircraft based at Drake Field and not parked on the terminal ramp, shall be excluded froiu overnight parking charges: 6. NO ADDITIONAL CHARGES OR FEES: No charges, fees, or tows, other than those expressly provided for herein, shall be charged or collected by Lessor from Lessee, or any other persons for the privilege of entering or leaving the - t airport, or, within the limits of the airport, for the privilege of transporting, loading, unloading, or handling persons, cargo, property, or mail, in connection with Lessee's business. 7. AIRLINE DEREGULATION ACT APPLICABLE: The parties agree that this Lease is subject to the provisions of the Airline Deregulation Act of 1978, P.L. 95-504, and the provisions of said Act are hereby incorporated herein by reference thereto. 8. NON-DISCRIMINATION: Lessee agrees that it will not discriminate against any person in the operation of its air transportation service because of race, creed, sex, or national origin. 9. TAXES, AND ASSESSMENTS: Lessor shall pay any and all taxes or special assessments which may be levied or assessed against (1) the leased premises, including premises leased to Lessee exclusively and premises leased to Lessee for its use in common with others, and (2) Lessee's interest in the leased premises. Lessor also agrees to indemnify Lessee against any loss or liability resulting from any claims or liens in connection with such taxes and assessments. 10. MAINTENANCE AND UTILITIES: Lessor shall maintain and keep in good repair so much of the .premises as is not 7F, .under the exclusive control of individual Lessees, includia, but not limited to, the terminal building and control tower. vehicle parkin; areas, and all roadways, runways, aprons :ind taxiways. Lessor shall aLso maintain and operate all sewerage r and water facilities, all electrical and electronic facilities. . and all such other appurtenances and services as are now or hereafter connected with the operation of the airport. Lessee shall maintain and keep in repair, so much of the airport premises as are under its exclusive control. Lessee shall not be required to make any repairs for damage not caused by Lessee or normal wear and tear to the structure. 11. OPTION TO LEASE ADDITIONAL SPACE: Lessees, may, with the approval of lessor, lease for its exclusive use additional land, improved, or unimproved, that may be available at the airport and is not reasonably necessary to the operation or maintenance of the airport. The use and occupancy by Lessee of such additional lands shall be subject to all the applicable provisions of this agreement, and shall be paid for at a rental rate to be negotiated. 12. ADDITIONAL AIRPORTS: In the event Lessor constructs or operates a new airport in the vicinity of the City of Fayette- ville, Arkansas, Lessee shall have the option to lease for its exclusive use floor space thereof in an amount at least equal to that provided in this agreement at a rate to be negotiated at the time Lessee exercises its option. On occupancy by Lessee of space in such new terminal building, it may,_ at its option, terminate its rights and obligations with respect to all or any part of its space in the present terminal building by giving Lessor written notice of such termination. 13. RULES AND REGULATIONS: Lessee agrees to observe and obey lawful, reasonable rules and regulations with respect to the use of the leased premises, provided, however, that such rules and regulations shall be consistent with safety and with rules, regulations, and orders of the Federal Aviation Adminis- tration with respect to aircraft operations at the airport; and provided further, that such rules and regulations shall not be inconsistent with the rules and 'provisions or the procedures prescribed or approved from time to time by the Federal Aviation Administracion, with respect to the operation of Lessee's aircraft at the airport. 14. ADVERTISING SIGNS: A11 advertising sign; installed by _Lessee must be approved by Lessor, and must conform to Lessor's w sign ordinance. 15. BUILDING BY LESSEE: Lessee may, at its own expense, upon approval by Lessor, such approval not to be unreasonably withheld, construct, install, alter, modify, and repair any structure or improvement on premises leased exclusively to Lessee hereunder. No restrictions shall be placed upon Lessee as to the architects, contractors or materialmen who may be employed by it in connection herewith. { . Such architects, contractors, or materialmen shall have the right of ingress to and egress from the leased premises. In the event Lessee shall construct any building, hangar, or other structure on premises leased by Lessee, Lessee shall extend water and/or sewer lines to said structure; and Lessee shall be liable for all utility charges for said structure, including, but not limited to, charges for water, sewer, sanitation, gas and electricity. For each such building, Lessee agrees to obtain and keep in force throughout the term of this lease fire and extended coverage insurance in an amount approved by Lessor. If any such structure shall be damaged or destroyed by fire or other casualty, such structure shall be repaired or reconstructed with due diligence by Lessee at its own cost and expense, and the rent payable hereunder with respect to the premises on which such structure is located shall be proportionately paid up to the time of such damage or destruction and shall thenceforth cease until such time as the building shall be fully restored; provided, in the event such building is not fully restored within 120 days from the date of damage or destruction, the rent shall resume on said 121st day. • 16. DA:..AGE OR DESTRUCTION OF PREMISES: If any building o f Lessor in which Lessee occupies exclusive space hereunder, o ther than buildings erected by Lessee on premises leased as a result of Lessee exercising the option granted it by Section 11 .hereof, is damaged or destroyed by fire or other casualty, such building shall be repaired or reconstructed with due diligence by Lessor at its own cost and expense, and the rent payable hereunder with respect to Lesssee's exclusive space in such building shall be proportionately paid up to the time of such damage or destruction and shall thenceforth cease until such time as the building shall be fully restored; provided, however, that Lessee may, at its option, cancel so much of this agreement as relates to the untenantable building, such cancellation to be effective as of the date the building was damaged or destroyed. 17. INDEMNIFICATION OF LESSOR: Lessee agrees to indemnify Lessor against all liability for injuries to persons or damage to property caused by Lessee's negligent use or occupancy of the leased premises, and any additional premises leased by Lessee as a result of Lessee's exercising the option granted it by Section 11 hereof, provided, however, that Lessee shall not be liable for any injury, damage, or loss occasioned by the negligence o f Lessor or its agents or employees, and provided further that Lessor shall give to Lessee prompt and timely notice of any claim made or suit instituted which in any way directly or indirectly, contingently or otherwise, affects or might affect Lessee, and Lessee shall have the right to compromise and defend the same to the extent of its own interest. Lessee agrees to obtain and keep in force throughout the term of this lease liability insurance with limits not less than $300,000.00 for any one injury, and $1,000,000.00 for any one accident, and $300,000.00 for damage to property. Lessee shall, at Lessor's request, furnish current certificates of fire and extended coverage insurance. 18. TERMINATION BY LESSEE: If Lessor fails to perform any act or acts or render any service required to be performed or rendered by Lessor under the terms of this agreement, and if • i 6.1 s • Lessor fails to remedy any such default in a manner reasonably satisfactory to Lessee, within thirty (30) days following receipt from Lessee of written notice to remedy same, Lessee may elect to terminate this agreement by giving thirty (30) days written notice to Lessor. Lessee shall also have the • -right to terminate this agreement in the event of any of the following: The failure or refusal of the Civil Aeronautics Board or other authority to continue to grant Lessee the right to operate into and from the Airport; the termination of Lessee's obligation or right (imposed by contract or otherwise) to the Federal Government for the carriage of United States airmail to, from or through the Fayetteville area or its environs, for the receiving and dispatching of United States airmail; authorization by the Civil Aeronautics Board or other authority of another airport for service by Lessee to Fayetteville; issuance by any court of competent jurisdiction of any injunction in any way preventing or restraining the use of the Airport or any part thereof for airport purposes, and the remaining in force of such injunction for a period of at least thirty (30) days; any action of the Civil Aeronautics Board or other authority refusing to permit Lessee to operate into, from or through the Airport such aircraft as Lessee may reasonably desire to operate thereon; the inability of Lessee to use said premises and facilities continuing for a longer period than thirty (30) days due to any deficiency of the Airport or unsafe condition for opera- ting at the Airport of the type of aircraft then being flown by Lessor or any law, order, 'rule or regulation of any appropriate governmental authority having juris- diction over the operations of Lessee or due to war, or other casualty; the assumption by the United States Government or any authorized agency thereof of control of said airport and facilities or any substantial part or parts thereof; the erection of any obstacle on or in the vicinity of the Airport which would occasion a modification of Lessee's air carrier operating certificate or similar authorization establishing minumum safety standards for the operation of Lessee. No waiver of default by Lessee of any of the terms, covenants or conditions hereof to be performed, kept andobserved by Lessor shall be construed to be or act as a waiver by Lessee of any subsequent default of any of the terms, covenants and conditions herein contained to be performed, kept and observed by Lessor. 19. TERMINATION BY LESSOR: If Lessee fails to make any payment due hereunder within ten (10) days after receipt of notice from Lessor of such delinquency, Lessor may, at its option, terminate this agreement and take possession of so much of Lessee's personal property is is reasonably necessary to secure • payments of the amounts due and unpaid. Lessor ::hall also have the right to terminate this agreement in the event - of any of the.following: The filing by Lessee of a voluntary petition in bankruptcy: the adjudication of Lessee as a bankrupt pursuant to such proceedings; the appoint- ment of a receiver of Lessee's assets; the divesti- ture of Lessee's estate herein by other operations of law; the abandonment by Lessee of its conduct of air transportation at the airport; the default by Lessee in the performance of any covenant or agree- ment herein required to be performed by Lessee and the failure of Lessee to remedy such default for a period of thirty (30) days after receipt from Lessor of written notice to remedy the same. No waiver of default by Lessor of any of the terms or conditions hereof to be performed, kept and observed by Lessee, shall be construed .to be or act as a waiver of any subsequent default of any of the terms and conditions herein contained to be performed, kept and observed by Lessee. 20. SURRENDER OF POSSESSION: On the expiration or other termination of this lease, Lessee's right to use of the premises, facilities, and services described herein shall cease, and Leasee shall vacate the premises without unreasonable delay. Except as otherwise provided in this agreement, all buildings, structures, fixtures, hangars, improvements, equipment, and - other property brought, installed, elected, or placed by Lessee in, on, or about the airport, and premises leased thereunder, including, but not limited to, storage tanks, pipes, pumps, wires, poles, machinery, and air conditioning equipment shall be deemed to be personalty and remain the property of Lessee. Lessee shall have the right at any time during the term of this agreement, or any renewal or extension hereof, for an additional period of thirty (30) days after the expiration or other termination of this agreement, to remove any or all of such property from the airport, subject, however, to Lessee's obligation to repair all damage, if any, resulting from such removal. Any and all property not removed by Lessee prior to the expiration of the said thirty (30) day period shall thereupon become a part of the land on which it is located and title thereto shall thereupon vest in Lessor. T - 9 - - r 21: INSPECTION BY LESSOR: Lessor may enter ae premises now or hereafter leased exclusively to Lessee at any reasonable time for any purpose necessary or incidentaL to the performance of its obligations hereunder. 22. CONFORMITY OF AGREEMENT: In the event Lessor shall enter into an agreement with any other air transport operator with respect to the airport, which agreement contains more favorable terms than • this agreement, or in the grants any other air transport operator rights with respect thereto which are not accorded to event Lessor or privileges Lessee hereunder, then the same rights, privileges, and more favorable terms shall be concurrently and automatically made available to 23. ASSIGNMENT AND SUBLETTING: Lessee shall not at any time assign its rights under this agreement or any part hereof, without the written consent of Lessor; provided, however, that the foregoing shall not o any corporation with or which may succeed to prevent the assignment of such rights which Lessee may merge or consolidate, the business of Lessee, or to the United States Government or any agency thereof. No such subletting shall release Lessee from its obligations to pay any and all of the rentals and charges set forth herein. 24. NOTICES: Notices to Lessor provided for herein shall be sufficient if sent by registered mail addressed to Lessor at its regular mailing address, Postal Drawer F, Fayetteville, Arkansas 72701. Notices to Lessee provided for herein be sufficient if sent by registered mail, addressed to P. 0. Box 1344, Fayetteville, Arkansas 72701. shall 25. SEVERABILITY: This Agreement shall be construed under the laws of the State of Arkansas. In the event any covenant,. condition or provision herein contained is held to be invalid by any court of competent jurisdiction, the invalidity of such covenant, condition or provision shall in no way affect any other covenant, condition or provision herein contained; provided, however, that the invalidity of any such covenant, condition or provision does not materially prejudice either the Lessor or the Lessee in their respective rights and obligations contained in the valid covenant, condition, or provisions of this agreement. 26. USE AND ENJOYMENT OF LEASED PREMISES: Lessor • represents that it has the right to lease the airport, together with the facilities, rights, licenses and privileges herein granted, and has full power and authority to enter into this agreement in respect thereof. Lessor agrees that, on payment of the rent, performance of the covenants and agree- ments by Lessee, Lessee shall peaceably have and enjoy the leased premises and all rights and privileges of the airport, its appurtenances and facilities. 1 - 27. GRANT OF OPERATIONAL RIGHTS: During the term of this ;agreement, and during any renewal or extension thereof, Lessee shall have the right to: A. Take off, land, fly, taxi, tow, park, load, and unload its aircraft and other equipment used in the operation of allscheduled and nonscheduled flights. B. Load and unload persons, cargo, property, and mail by means of such equipment as Lessee may choose or require in the operation of its business, with the additional right to designate and enter into agreement with any carrier or carriers of its choice for the transportation to and from the airport of passengers and their baggage, cargo, property, and mail carried and to be carried by Lessee; C. Repair, maintain, condition, service, test, parkor store aircraft or other equipment, provided that such right shall not be construed as authorizing the conduct of a separate business by Lessee; D. Install, maintain and operate without cost to Lessor a message tube system and other communica- tions systems between suitable locations in the aircraft loading areas and suitable locations in those areas of the terminal building leased ex- clusively to Lessee. E. Install, maintain, and operate at Lessee's expense, or in conjunction with other air transportation companies such radio communications, meteorological, and aerial navigation equipment at facilities in or on premises leased exclusively to Lessee or, subject to the approval of Lessor's City Manager; elsewhere on the airport, as may be necessary or convenient in the opinion of Lessee for its operation; provided, however, that such approval shall not be withheld unless such installation, maintenance, and operation at the location so elected by Lessee shall interfere with the reasonable use of the airport by others authorized to do so; and • F. Conduct any other operation or activity which is reasonably necessary to the conduct by Lessee of its business. • IN WITNESS WHEREOF, the City of Fayetteville, Arkansas, has executed these presents by itsPtayor, and ha:; caused the seal of tthc City of Fayetteville, Arkansas, to be hereunder affixed, and said Lessee has caused these presents to be signed, its corporate seal to be hereunto affixed, and attested, by its 'proper officers, being fully authorized to do, as of the date • and year above written. ATTEST: BY: /Or CITY OF FAYETTEVILLE, ARKANSAS SCHEDULE WAYS, INC. BY: TITLE: rc , „ J EXHIBIT For Airport Agreement between Scheduled Skyways, Inc. (Lessee) and the City of Fayetteville, Arkansas (Lessor) for the term of 19: through , 19 b (�I. LANDING FEES Lessee shall pay Lessor a monthly landing fee based on the aggregate maximum certified landing weight of all flights scheduled to land at the Airport during the month as shown by Lessee's timetable filed with the Civil 'Aeronautics Boaird and in effect on the first day of such calendar month, computed as follows: 23 cents per 1,000 pounds (mclw) per month beginning on the date of new terminal occupancy by lessee The number of arrivals scheduled to land atthe Airport during the ;;month,.multiplied.by the applicable maximum certified landing weight for each aircraft (the Swearingen Metroliner being the principal aircraft used by Lessee, the weight of which is to used as applicable to all flights) scheduled to be operating, as shown by Lessee's said timetable, shall • a+. . determine the'weight for which the monthly payment shall be made. The minimum fee for any scheduled landing shall be $2.50. The term "maximum certified landing weight' (mclw) for any aircraft, as used herein, shall be the maximum landing weight approved by the Federal Aviation Administration for landing such aircraft at the Airport. G MODIFICATION OF LEASE AGREEMENT This agreement made this 17th day of January 1984, by and between the City of Fayetteville, Arkansas, a municipal corporation, hereinafter called Lessor, and Metro Airlines, Inc., a Delaware corporation, hereinafter called Lessee. WHEREAS, the parties hereto have entered into a lease =-- —tdated-Januaryz5,_1982_,.a..copy of_which is attached hereto, marked Exhibit "A" and made a part hereof; and WHEREAS, the parties desire to enter into a new agreement modifying or supplementing the provisions of said lease. NOW, THEREFORE, the parties mutually agree as follows: 1. Paragraph 2 (B) (2) of said lease is modified by amending the first sentence to read: 64 square feet of space known as the Airline Gate Area. 2. Paragraph / (B) (3) of said lease is modified by amending the first sentence to read: 160 square feet of space known as the Baggage Claim Area. 3t"'Exhibit "B"to`sairlease is modified to`provide for--__" the twelve (12) month period beginning January 1, 1984, the minimum fee for any scheduled landing shall be $5.00. 4. All provisions of the lease are incorporated herein and are hereby modified or supplemented to conform herewith but in all other respects are to be and shall continue in force. IN WITNESS WHEREOF, the parties have executed this Modifi- 16 cation of Lease on the day and year first above written. t. -n �! - iirma F S ATTEST_ te„. �- .,- ter, ity Cler ATTEST: By: i 4iai 2 22&_ - CITY OF FAYETTEVILLE, ARKANSAS, A Municipal Corporation Title: Executive Assistant METRO AIRLINES, INC. By: Titl reside-nt•r-. • Ys LEASE This Lease executed on this J day of L • 198cL between the City of Fayetteville, Arkansas, a municipal corporation, hereinafter called "Lessor", and Metro Airlines, Inc., a Delaware corporation, hereinafter called "Lessee". The parties recite and declare: A. Lessor is the owner of an airport known as Drake Field in the City of Fayetteville, Arkansas, herein referred to as the "airport". B. Lessee is engaged in the air transportation business and desires to use the facilities of the airport and maintain a base of operations at the airport. C. Lessor is willing to lease to Lessee a portion of the airport premises together with such rights and/or privileges as are set forth in this agreement. 1. USE OF AIRPORT: Lessee is granted the use, in common with others similarly authorized, of the airport, together with all facilities, equipment, improvements, and services which have been, or may hereafter, be provided at or in connection with the airport from time to time, including, but not limited to, the landing field and any extensions thereof or additions thereto, runways, aprons, taxi -ways, sewerage and water facilities, flood lights, landing lights, beacons, control tower, signals, radio aids, and all other conveniences for flying, landings, and take -offs. 2. SPACE IN TERMINAL BUILDING: Lessor grants Lessee the following: A. The exclusive use of 2446 square feet of office space in the terminal building at the airport, such space being more particularly identified as a ticket counter, operations center, and storage and office space as designated in Exhibit "A", and the non-exclusive use, in common with others, of adequate space and facilities adjacent to the terminal building, consisting of sufficient ground area to permit the efficient taxiing, servicing, and loading and unloading of rPssee's aircraft. B. The non-exclusive use of the following space, designated in Exhibit 1. 300 square feet of space located directly in front of Lessee's ticket counter which is used by Lessee's customers and known as the Customer Ticket Area: "A": at • -2- 2. 1098 square feet of space known as the Airline Gate Area. The Airline Gate Area has been divided assuming there are two (2) airlines serving Drake Field. The square footage will be adjusted, either upward or downward, if there is a change in the number of airlines serving Drake Field. 3. 240 square feet of space known as the Baggage Claim Area The Baggage Claim Area has been divided assuming there are two (2) airlines serving Drake Field. The square footage will be adjusted, either upward or downward, if there is a change in the number of airlines serving Drake Field. C. Lessee, its employees, passengers, guests, patrons and invitees shall also have the use, in common with others, and under the same terms and conditions, of any public space available in the Terminal Building, or which may be hereafter available, including, but not limited to, waiting roans, and rest roams. 3. RIGHT OF INGRESS AND EGRESS: Lessee shall have at all times full and free right of ingress and egress frau the premises and facilities referred to herein for Lessee, its employees, customers, passengers, guests, and other invitees. Such right shall also extend .to persons or organizations supplying materials or furnishing services to Lessee, to include vehicles, machinery and equipment, reasonably required by such persons or organizations; provided, Lessee, its employees, customers, guests, passengers, and other invitees, shall be required to park in those areas designated by Lessor. 4. TERM: Subject to earlier termination, as hereinafter provided, the term of this agreement shall be for a period of fifteen (15) years commencing on February 1, 1982, and ending on December 31, 1996 Should this lease be terminated prior to December 31, 1982, through no fault of Lessor, Lessee shall pay Lessor all rentals and charges due under paragraph 5 hereof for the period of February 1, 1982, through December 31, 1982; the amount of landing fees payable Lessor in the event of such termination shall be based on three (3) scheduled landings per day at the Airport. 5. RENTALS AND CHARGES: Lessee agrees to pay Lessor for the use of the premises, facilities, rights, services, and privileges granted hereunto, rentals and charges according to the following schedule, which rentals and • • charges shall be renegotiated annually, before December 31st of each year A. For the exclusive use of 2446 square feet of office space in the terminal building, such space being more particularly identified as a ticket counter, operations center, storage and office space, and freight handling and storage roam, the sum of $17.00 per square foot per yaar B. For the non-exclusive use of the space described above in Paragraph 2, Section B, the sum of $6.00 per square foot per year C. Landing fees, according to the teams of Exhibit "B", attached hereto and made a part hereof, which fees shall be payable irrespective of the actual number of arrivals or aircraft landings occurring each month, schedule changes made during each month, extra sections flown, or courtesy, test inspection, instruction, charter, sight-seeing, ferry or other flights. 6. NO ADDITIONAL CHARGEES OR FEES* No charges, fees, or tows, other than those expressly provided for herein, shall be charged or collected by Lessor from Lessee, or any other persons for the privilege of entering or leaving theairport, or, within the limits of the airport, for the privilege of transporting, loading, unloading, or handling.pPrsons, cargo, property, or mail, in connection with Lessee's business. 7. AIRLINE DEREGULATION ACT APPLICABLE: The parties agree that this Lease is subject to the provisions of the Airline Deregulation Act of 1978, P.L. 95-504, and the provisions of said Act are hereby incorporated herein by reference thereto. 8. NON DISCRIMINATION: Lessee agrees that it will not discriminate against any person in the operation of its air transportation service because of race, creed, sex, or national origin. 9. TAXES AND ASSESSMENTS: rpssor shall pay any and all taxes or special assessments which may be levied or assessed against (1) the leased premises, • • 4 - including premises leased to Lessee exclusively and non -exclusively, and premises leased to Lessee for its use in common with others, and (2) Lessee's interest in the leased premises. Lessor also agrees to indemnify Lessee against any loss or liability resulting frau any claims or liens in connection with such taxes and assessments. 10. MAINTENANCE AND UTILITIES: Lessor shall maintain and keep in good repair so much of the premises as is not under the exclusive control of individual lessees, including, but not limited to, the terminal building and control tower, vehicle parking areas, and all roadways, runways, aprons and taxiways. Lessor shall also maintain and operate all sewerage and water facilities, all electrical and electronic facilities, and all such other appurtenances and services as are now or hereafter connected with the operation of the airport. Lessee shall maintain and keep in repair so much of the airport premises as are under its exclusive control. Tessee shall not be required to make any repairs for damage not caused by Lessee or normal wear and tear to the structure.. 11. OPTION TO LASE ADDITIONAL SPACE• Lessees, may, with the approval of Lessor, lease for its exclusive use additional land, improved, or unimproved, that may be available at the airport and is not reasonably necessary to the operation or maintenance of the airport. The use and occupancy by Lessee of such additional lands shall be subject to all the applicable provisions of this agreement, and shall be paid for at a rental rate to be negotiated. 12. ADDITIONAL AIRPORTS: In the event Lessor constructs or operates a new airport in the vicinity of the City of Fayetteville, Arkansas, Lessee shall have the option to lease for its exclusive use floor space thereof in an amount at least equal to that provided in this agreement at a rate to be negotiated at the time Lessee exercises its option. On occupancy by Lessee of space in such new terminal building, it may, at its option, terminate its rights and obligations with respect to all or any part of its space in the present terminal building by giving Lessor written notice of such termination. 13. RULES AND REGULATIONS: Lessee agrees to observe and obey lawful, reasonable. rules and regulations with respect to the use of the leased premises, provided, however, that such rules and regulations shall be consistent with safety and with ru1E } regulations, and orders of the Federal Aviation Administration with respect to aircra operations at the airport; and provided further, that such rules and regulations sha: not be inconsistent with the rules and provisions or the procedures prescribed or approved from time to time by the Federal Aviation • • • • • - 5 Administration, with respect to the operation of Lessee's aircraft at the airport. 14. ADVERTISING SIGNS: All advertising signs installed. by Lessee must be approved by Lessor, and must conform to Lessor's sign ordinance. 15. BUILDING BY LESSEE: Lessee may, at its own expense, upon approval by Lessor, such approval not to be unreasonably withheld, construct, install, alter, modify, and repair any structure or improvement on premises leased exclusively to Lessee hereunder. No restrictions shall be placed upon Lessee as to the architects, contractors or materialmen who may be employed by it in connection herewith. contractors, or materialmen shall have and egress from the leased premises. In the event Lessee shall construct or other structure on premises leased by Such architects, the right of ingress to any building, hangar, Lessee, Lessee shall extend water and/or sewer lines to said structure; and Lessee shall be liable for all utility charges for said structure, including, but not limited to, charges for water, sewer, sanitation, gas and electricity. For each such building, Lessee agrees to obtain and keep in force throughout the term of this lease fire and extended coverage insurance in an amount approved by Lessor. If any such structure shall be damaged or destroyed by fire or other casualty, such structure shall be repaired or reconstructed with due diligence by Lessee at its own cost and expense, and the rent payable hereunder with respect to the premises on which such structure is located shall be proportionately paid up to the time of such damage or destruction and shall thenceforth cease until such time as the building shall be fully restored; provided, in the event such building is not fully restored within 120 days from the date of damage or destruction, the rent shall resume on said 121st day. • - 6 - 16. DAMAGE OR DESTRUCTION OF PREMISES: If any building of Lessor in which Lessee occupies exclusive space hereunder, other than buildings erected by Lessee on premises leased as a result of Lessee exercising the option granted it by Section 11 hereof, is damaged or destroyed by fire or other casualty, such building shall be repaired or Lewnstructed with due diligence by Lessor at its aan cost and expense, and the rent payable hereunder with respect to Lessee's exclusive space in such building shall be picpurtionately paid up to the time of such damage or destruction and shall thenceforth cease until such time as the building shall be fully restored; provided, however, that lessee may, at its optima, cancel so much of this agreement as relates to the untenantable building, such cancellation to be effective as of the date the building was damaged or destroyed. 17. INDEMNIFICATION OF T,FSSOR: Lessee agrees to indemnify Lessor against all liability for injuries to persons or damage to property caused by Tessee's negligent use or occupancy of the leased premises, and any additional premises leased by Lessee as a result of Lessee's exercising the option granted it by Section 11 hereof, provided, however, that Lessee shall not be liable for any injury, damage, or loss occasioned by the negligence of Lessor or its agents or employees, and provided further that'Lessor shall give to Lessee piu mpL and timely notice of any claim made or suit instituted which in any way erectly or indirectly, contingently or otherwise, affects or might affect Lessee, and Lessee shall have the right to canpranise and defend the same to the extent of its own interest. lessee agrees to obtain and keep in force throughout the term of this lease liability insurance with limits not less than $300,000.00 for any one injury, and $1,000,000.00 for any one accident, and $300,000.00 for damage to property and Lessee shall furnish current certificates of such insurance to Lessor's City Clerk. Lessee shall, at lessor's request, furnish current certificates of fire and extended coverage insurance. 18. TERNIINATION BY LESSEE: (a) If Lessor fails to perform any act or acts or render any service required to be perfotitsi or rendered by rassor under the terms of this agreement, and if TPssor fails to remedy any • - 7 - such default in a manner reasonably satisfactory to lessee, within thirty (30) days following receipt frau Lessee of written notice to remedy same, Lessee may elect to terminate this agreement by giving thirty (30) days written notice to Lessor. (b) Lessee shall also have the right to terminate this agreement in the event of any of the following: The suspension or termination of TPssee's service at Fayetteville, Arkansas, in accordance with the pro- visions of the Federal Aviation Act of 1958, as amended; the termination of Lessee's obligation or right (imposed by contract or otherwise) to the Federal Government for the carriage of United States airmail to, from or through the Fayetteville area or its environs, for the receiving and dispatching of United States airmail; authorization by the Civil Aeronautics Board or other authority of another airport for service by Lessee to Fayetteville; issuance by any court of competent jurisdiction of any injunction in any way preventing or restraining the use of the Airport or any part thereof for airport purposes, and the remaining in force of such injunction for a period of at least thirty (30) days; any action of the Civil Aeronautics Board or other authority refusing to permit Lessee to operate into, frau or through the Airport such aircraft as Lessee may reasonably desire to operate thereon; the inability of Lessee to use said premises and facilities continuing for a longer period than thirty (30) days due to any deficiency of the Airport or unsafe condition for operating at the Airport of the type of aircraft then being flown by Lessee or any law, order, rule, or regulation of any appropriate governmental authority having jurisdiction over the operations of TPssee or due to war, Government or any authorized. agency thereof of control of said airport and facilities or any substantial part or parts thereof; the erection of any obstacle on or in the vicinity of the Airport which would occasion a modification of Lessee's air carrier operating cerfiticate or similar authorization establishing mi mmm safety standards for the operation of Lessee. No waiver of default by Lessee of any of the terms covenants or conditions hereof to be performed, kept and observed by Lessor shall be construed to be or act as a waiver by Lessee of any subsequent default of any of the terms, covenants and conditions herein contained to be performed, kept and observed by Lessor. 19. .TEPNxraTICN BY LESSOR: If Lessee fails to make any payment due hereunder within ten (10) days after receipt of notice from Lessor of such delinquency, Lessor may, at its option, terminate this agreement and take possession of so much of Lessee's personal property as is reasonably necessary to secure • - 8 - payments of the amounts due and unpaid. Lessor shall also have the right to terminate this agreement in the event of any of the following: The filing by Lessee of a voluntary petition in bankruptcy: the adjudication of Lessee as a bankrupt pursuant to such proceedings; the appoint- ment of a receiver of Lessee's assets; the divesti- ture of Lessee's estate herein by other operations of law; the abandonment by Lessee of its conduct of air transportation at the airport; the default by Lessee in the performance of any covenant or agree- ment herein required to be performed by Lessee and the failure of Lessee to remedy such default for a period of thirty (30) days after receipt from Lessor of written notice to remedy the same. No waiver of default by Lessor of any of the terms or conditions hereof to be performed, kept and observed by Lessee, shall be construed to be or act as a waiver of any subsequent default of any of the terms and conditions herein contained to be performed, kept and observed by Lessee. 20. SURRENDER OF POSSESSION: On the expiration or other termination of this lease, Lessee's right to use of the premises, facilities, and services described herein shall cease, and Leasee shall vacate the premises without unreasonable delay. Except as otherwise provided in this agreement, all buildings, structures, fixtures, hangars, improvements,- equipment, and other property brought, installed, elected, or placed by Lessee in, on, or about the airport, and premises leased thereunder, including, but not limited to, storage tanks, pipes, pumps, wires, poles, machinery, and air conditioning equipment shall be deemed to be personalty and remain the property of Lessee. Lessee shall have the right at any time during the term of this agreement, or any renewal or extension hereof, for an additional period of thirty (30) days after the expiration or other termination of this agreement, to remove any or all of such property from the airport, subject, however, to Lessee's obligation to repair all damage, if any, resulting from such removal. Any and all property not removed by Lessee prior to the expiration of the said thirty (30) day period shall thereupon become a part of the land on which it is located and title thereto shall thereupon vest in Lessor. • tr; >..Q. 21. INSPECTION BY LESSOR: Lessor may enter the premises now or hereafter leased exclusively to Lessee at any reasonable time for any purpose necessary or incidental to the performance of its obligations hereunder. 22. CONFORMITY OF AGREEMENT: In the event Tecsor shall enter into an agreement with any other air transport operator with respect to the airport, which agreement contains more favorable terms than this agreement, or in the event Lessor grants any other air transport operator rights or privileges with respect thereto which are not accorded to Lessee hereunder, then the same rights, privileges, and more favorable terms shall be concurrently and automatically made available to ressee. 23. ASSIGITP'AND'SUBLEITING: Lessee shall not at any time assign its rights under this agreement or any part hereof, without the written consent of Lessor; provided, however, that the foregoing shall not prevent the assignment of such rights to any corporation with which Lessee may merge or consolidate, or which may succeed to the business of Lessee, or to the United States Government or any agency thereof. No such subletting shall release regsee from its obligations to pay any and all of the rentals and charges set forth herein. 24. NOTICES: Notices to.ressor provided for herein shall be sufficient if sent by registered mail addressed to Lessor at its regular mailing address, Postal Drawer F, Fayetteville, Arkansas, 72701. Notices to Lessee provided for herein shall be sufficient if sent by registered mail, addressed to P. 0. Box 58608, Houston, Texas, 77058. 25. SEVERABILITY: This Agreement shall be construed under the laws of the State of Arkansas. In the event any covenant, condition or provision herein contained is held to be invalid by any court of competent jurisdiction, the invalidity of such covenant, condition or provision shall in no way affect any other covenant, condition or provision herein contained; provided, however, that the invalidity of any such covenant, condition or provision does not materially prejudice either the Lessor or • • • • - 10 - • • the Lessee in their respective rights and obligations contained in the valid covenant, condition, or provisions of this agreement. 26. USE AND ENJOYMENT OF LEASED PREMISES: Lessor represents that it has the right to lease the airport, together with the facilities, rights, licenses and privileges herein granted, and has full power and authority to enter into this agreement in respect thereof. Lessor agrees that, on payment of the rent, performance of the covenants and agree- ments by Lessee, Lessee shall peaceably have and enjoy the leased premises and all rights and privileges of the airport, its appurtenances and facilities. 27. GRANT OF OPERATIONAL RIGHTS: During the term of this agreement, and during any renewal or extension thereof, Lessee shall have the right to: A. Take off, land, fly, taxi, tow, park, load, and unload its aircraft and other equipment used in the operation of all scheduled and nonscheduled flights. B. Load and unload persons, cargo, property, and mail by means of such equipment as Lessee may choose or require in the operation of its business, with the additional right to designate and enter into agreement with any carrier or carriers of its choice for the transportation to and from the airport of passengers and their baggage, cargo, property, and mail carried and to be carried by Lessee; C. Repair, maintain, condition, service, test, parkor store aircraft or other equipment, provided that such right shall not be construed as authorizing the conduct of a separate business by Lessee; D. Install, maintain and operate without cost to Lessor a message tube system and other communica- tions systems between suitable locations in the aircraft loading areas and suitable locations in those areas of the terminal building leased ex- clusively to Lessee. E. Install, maintain, and operate at Lessee's expense, or in conjunction with other air transportation companies such radio communications, meteorological, and aerial navagation equipment at facilities in or on premises leased exclusively to Lessee or, subject to the approval of Lessor's City Manager; elsewhere on the airport, as may be necessary or convenient in the opinion of Lessee for its operation; provided, however, that such approval shall not be withheld unless such installation, maintenance, and operation at the location so elected by Lessee shall interfere with the reasonable use of the airport by others authorized to do so; and • • • - 11 - _+r F. Conduct any other operation or activity which is reasonably • necessary to the conduct by Lessee of its business. IN WITNESS WHEREOF, the City of Fayetteville, Arkansas, has executed these presents by its Mayor, and has caused the seal of the City of Fayetteville, Arkansas, to be hereunder affixed, and said Tissee has caused these presents to be signed, its corporate seal to be hereunto affixed, and attested, by its proper officers, being fully authorized to do, as of the date and year above written. ;, ' ATTEST: /%, % BY: / C,� /L 07tA-P_ CITY CLERK CITY OF FAYEITEVIT.TF, ARKANSAS BY: METRO AIRLINES, INC`. BY: Itl\ GQ_ 1 TITLE: •t -&Ft 44k,, 4'! • n' • P ▪ • 0 c 1.• • • �r c • • i • F 0 IMF r 1 /c 0 7771. n t� it N r` k riff (ar 1 • ay. 1 1 1 2 0 • I �. • r. imm • • O n • • • EXHIBIT "A" Page 1 'T i I ( _.,,L I Exhibit . ;V A i I i Page 2 1 41. b t L= i •W; n r 1 L r UNG & ASS t., COAT • .......;• • .. ..•;: ,..,. • • • EXHIBIT "B" • • For Airport Agreement between Metro Airlines, Inc. (Lessee) and the City of Fayetteville, Arkansas (Lessor) for the term of February 1, 1982, through June 30, 1982. LANDING FEES Lessee shall pay Lessor a monthly landing fee based on the aggregate maximum certified landing weight of all flights scheduled to land at the Airport during the month as shown by Lessee's timetable filed with the Civil Aeronautics Board and in effect on the first day of such calendar month, computed as follows: 33 cents per 1,000 (mclw) per month The number of arrivals scheduled to land at the Airport during the month, multiplied by the applicable maximum certified landing weight for each aircraft (the Convair 580 being the principal aircraft used by Lessee the weight of which is to be used as applicable to all flights) scheduled to be operating, as shown by Lessee's said timetable, shall determine the weight for which the monthly payment shall be made. The minimum fee for any scheduled landing shall be $4.00. The team "maximum certified landing weight" (mclw) for any aircraft, as used herein, shall be the maximum landing weight approved by the Federal Aviation Administration for landing such aircraft at the Airport.