Exhibit 10.2
FIRST AMENDED AND RESTATED AIRPORT AGREEMENT
BETWEEN
THE CHARTER COUNTY OF WAYNE, MICHIGAN
AND
NORTHWEST AIRLINES, INC.
DATED AS OF OCTOBER 10, 1996
TABLE OF CONTENTS
PAGE(S)
ARTICLE I PREMISES . . . . . . . . . . . . . . . . . . . . . . . . . 2
A. Use of Airport . . . . . . . . . . . . . . . . . . . . . . . . . 2
B. Premises in and Adjacent to X. X. Xxxxx Terminal
(Building 603), Xxxxx X. Xxxxx Terminal
(Building 601), Xxxxxxx Xxxxx International
(Building 520) and Concourses A, B, C, D, E, F and G . . . . . . 8
C. Public Space in Terminal Buildings . . . . . . . . . . . . . . . 10
D. Parking Space. . . . . . . . . . . . . . . . . . . . . . . . . . 10
E. Right of Ingress and Egress. . . . . . . . . . . . . . . . . . . 10
F. Fuel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
ARTICLE II TERM. . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
ARTICLE III RENTALS AND FEES. . . . . . . . . . . . . . . . . . . . . . 12
A. Rentals with Respect to Premises in X. X. Xxxxx
Terminal (Building 603), Xxxxx X. Xxxxx Terminal
(Building 601), Xxxxxxx Xxxxx International
Terminal (Building 520) and Concourses A, B, C, D,
E, F and G . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
B. Activity Fees and Capital Expenditures . . . . . . . . . . . . . 35
1. Activity Fees . . . . . . . . . . . . . . . . . . . . . . . 35
2. Lessor Covenants; Capital Expenditures. . . . . . . . . . . 37
C. Adjustment of Rental Fees. . . . . . . . . . . . . . . . . . . . 43
D. Charges for Electrical Current . . . . . . . . . . . . . . . . . 44
E. Charges for Water and Sewerage Facilities. . . . . . . . . . . . 45
F. Continuing Rental Obligation . . . . . . . . . . . . . . . . . . 45
G. Facilities Use Fees - International Terminal Bldg. #520. . . . . 47
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TABLE OF CONTENTS (cont'd)
PAGE(S)
H. Payment of Rentals and Activity Fees . . . . . . . . . . . . . . 49
1. Information on Lessee Operations. . . . . . . . . . . . . . 49
2. Projection of Rentals and Activity Fees . . . . . . . . . . 49
3. Payment of Rentals and Activity Fees. . . . . . . . . . . . 50
4. Adjustment of Rentals and Activity Fees . . . . . . . . . . 50
5. Preliminary Annual Settlement and Final Audit . . . . . . . 51
ARTICLE IV CONSTRUCTION BY LESSOR . . . . . . . . . . . . . . . . . . 53
ARTICLE V CONSTRUCTION, MAINTENANCE, REPAIR AND
OPERATION BY LESSEE . . . . . . . . . . . . . . . . . . . . 53
ARTICLE VI RIGHT OF ENTRY BY LESSOR . . . . . . . . . . . . . . . . . 55
ARTICLE VII MAINTENANCE, OPERATION AND
REPAIR BY LESSOR . . . . . . . . . . . . . . . . . . . . . 56
ARTICLE VIII UTILITY SERVICES. . . . . . . . . . . . . . . . . . . . . . 59
ARTICLE IX SPACE FOR UNITED STATES WEATHER BUREAU, POSTAL
SERVICE, FEDERAL AVIATION ADMINISTRATION, AND
EXPRESS AGENCIES . . . . . . . . . . . . . . . . . . . . . 60
ARTICLE X RESTAURANT. . . . . . . . . . . . . . . . . . . . . . . . . 60
ARTICLE XI RULES AND REGULATIONS . . . . . . . . . . . . . . . . . . . 61
ARTICLE XII CONTROL OF RATES, FARES OR CHARGES . . . . . . . . . . . . 61
ARTICLE XIII DAMAGE OR DESTRUCTION OF PREMISES . . . . . . . . . . . . . 62
ARTICLE XIV CANCELLATION BY LESSOR . . . . . . . . . . . . . . . . . . 63
ARTICLE XV CANCELLATION BY LESSEE . . . . . . . . . . . . . . . . . . 65
ARTICLE XVI SUSPENSION AND ABATEMENT . . . . . . . . . . . . . . . . . 66
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TABLE OF CONTENTS (cont'd)
PAGE(S)
ARTICLE XVII ARBITRATION . . . . . . . . . . . . . . . . . . . . . . . . 67
ARTICLE XVIII INDEMNITY . . . . . . . . . . . . . . . . . . . . . . . . . . 69
ARTICLE XIX INSURANCE . . . . . . . . . . . . . . . . . . . . . . . . . 70
ARTICLE XX QUIET ENJOYMENT . . . . . . . . . . . . . . . . . . . . . . . 71
ARTICLE XXI TITLE TO EQUIPMENT, IMPROVEMENTS AND
FACILITIES ERECTED BY LESSEE . . . . . . . . . . . . . . . . . 71
ARTICLE XXII SURRENDER OF POSSESSION . . . . . . . . . . . . . . . . . . . 72
ARTICLE XXIII MINERAL RIGHTS . . . . . . . . . . . . . . . . . . . . . . . . 72
ARTICLE XXIV CONDEMNATION . . . . . . . . . . . . . . . . . . . . . . . . . 73
ARTICLE XXV ASSIGNMENT AND SUBLETTING . . . . . . . . . . . . . . . . . . 73
ARTICLE XXVI SUBSIDIARY COMPANIES . . . . . . . . . . . . . . . . . . . . . 74
ARTICLE XXVII NOTICES . . . . . . . . . . . . . . . . . . . . . . . . . . . 74
ARTICLE XXVIII DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . 74
ARTICLE XXIX PARAGRAPH HEADINGS . . . . . . . . . . . . . . . . . . . . . . 80
ARTICLE XXX INVALID PROVISION . . . . . . . . . . . . . . . . . . . . . . 80
ARTICLE XXXI SUCCESSORS AND ASSIGNS BOUND
BY COVENANTS . . . . . . . . . . . . . . . . . . . . . . . . . 80
ARTICLE XXXII RIGHT TO LEASE TO UNITED STATES
GOVERNMENT . . . . . . . . . . . . . . . . . . . . . . . . . . 80
ARTICLE XXXIII COVENANTS AGAINS/T DISCRIMINATION . . . . . . . . . . . . . . 81
A. Covenant Pursuant to Requirements of the
Department of Transportation . . . . . . . . . . . . . . . . . 81
B. Employment . . . . . . . . . . . . . . . . . . . . . . . . . . 82
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TABLE OF CONTENTS (cont'd)
PAGE(S)
C. Affirmative Action Program . . . . . . . . . . . . . . . . . 82
D. Disadvantaged Business Enterprise . . . . . . . . . . . . . . 82
ARTICLE XXXIV CONFORMITY OF AGREEMENT . . . . . . . . . . . . . . . . . . . 84
EXHIBITS
Exhibit A Airport
1-31 Exclusive Areas, Preferential Areas and Common Areas
B Certain Airport Positions and Remuneration
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NORTHWEST AIRLINES, INC.
FIRST AMENDED AND RESTATED
AIRPORT AGREEMENT
This First Amended and Restated Airport Agreement (the "Agreement") made
and entered into this 10th day of October, 1996, by and between the County of
Xxxxx, a Michigan Charter County, by and through its Chief Executive Officer,
with principal offices located at 000 Xxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000,
hereinafter referred to as "Lessor", and Northwest Airlines, Inc., a Minnesota
corporation, with principal offices located at 0000 Xxxx Xxx Xxxxxxx, Xxxxx,
Xxxxxxxxx 00000, hereinafter referred to as "Lessee".
Witnesseth:
Whereas, Lessor owns and operates an airport known as the Detroit
Metropolitan Xxxxx County Airport located in Romulus township, in the County of
Xxxxx, State of Michigan (hereinafter called the "Airport"), said airport being
more fully described in EXHIBIT A attached hereto and hereby made a part hereof,
with the power to lease premises and facilities and to grant rights and
privileges with respect thereto pursuant to the provisions of the Aeronautics
Code of the State of Michigan; and
Whereas, Lessee is engaged in the business of transporting persons,
property, cargo and mail by aircraft (hereinafter referred to as "Air
Transportation"); and
Whereas, Lessor and Lessee are parties to the Basic Agreement, pursuant to
which Lessee leases certain premises, facilities, rights, licenses, services and
privileges with and on the Airport; and
Whereas, Lessor and Lessee are entering into a Project Development
Agreement simultaneously with the execution of this Agreement, under which
certain new midfield terminal facilities at the Airport which are described on
EXHIBIT B attached hereto (the "Midfield Terminal") are to be designed and
constructed;
Whereas, it is necessary and desirable to amend and restate, and supersede
in all respects, the Basic Agreement;
Whereas, simultaneously with the execution of this Agreement, Lessor and
Lessee are executing a Second Amended and Restated Airport Agreement, which
agreement will become effective on the date of beneficial occupancy of the
Midfield Terminal, and on such effective date will amend and restate, and
supersede in all respects, this Agreement;
Now, therefore, for and in consideration of the premises and of the mutual
covenants and agreements herein contained, and other valuable considerations, as
of the effectiveness of this Agreement Lessor does hereby grant, demise and let
unto Lessee and Lessee does hereby hire and take from Lessor, certain premises
and facilities, rights, licenses, services and privileges hereinafter described
in connection with and upon the Airport.
ARTICLE I
PREMISES
A. USE OF AIRPORT: In common with others so authorized, Lessee shall have the
use of the common areas of the Airport and its appurtenances, 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, without limiting the generality hereof and subject to
the rules and
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regulations of Lessor promulgated in accordance with Article
XI hereof, the landing field and any extensions thereof or additions
thereto, passenger and cargo ramp areas, and facilities, aircraft parking
areas and facilities, roadways, runways, aprons, taxiways, sewage and water
facilities, floodlights, landing lights, beacons, control tower, signals,
radio aids, and all other conveniences for flying, landings and take-offs
of aircraft of Lessee, which use, without limiting the generality hereof,
shall include:
1. The right to operate thereat and therefrom a transportation system by
aircraft for the carriage of persons, property, cargo and mail;
2. The right to repair, maintain, condition, service, test, park or store
aircraft or other equipment of Lessee, or of any other scheduled air
transportation company, or aircraft of the U.S. Armed Forces or the
FAA within such areas as are designated by Lessor; provided, that such
right shall not be construed as authorizing the conduct of a separate
business by Lessee, but shall permit Lessee to perform such functions
as an incident to its conduct of Air Transportation;
3. The right to train, subject to rules and regulations as promulgated
under Article XI hereof, on the Airport, personnel in the employ of or
to be employed by Lessee or any scheduled air transportation company,
or of the U.S. Armed Forces, or of the FAA, provided, that such right
shall not be construed as authorizing the conduct of a separate
business by Lessee, but shall permit Lessee to perform such functions
as an incident to its conduct of Air Transportation;
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4. The right to sell, dispose of or exchange Lessee's aircraft, engines,
accessories, supplies or other personal property; provided, that such
right shall not be construed as authorizing the conduct of a separate
business by Lessee, but shall permit such sales as an incident to its
conduct of Air Transportation or accommodation to others engaged
therein;
5. The right, subject to the terms and conditions hereof, to purchase or
otherwise obtain personal property of any nature (including aircraft,
engines, accessories, gasoline, oil, greases, lubricants, other fuel
or propellant, food, beverages, other equipment and supplies and any
articles or goods) reasonably necessary or convenient for its
operations, from any supplier of its choice;
6. The right to service, by Lessee or others selected by Lessee, Lessee's
aircraft or other equipment by truck or otherwise, with gasoline, oil,
greases, lubricants, or any other fuel or propellant or other
supplies, required by Lessee; such right to include, without limiting
the generality thereof, the right to install and maintain on the
Airport, separately or in common with others, appropriate pipes
(including a pipeline or lines between Lessee's sources of supply and
its storage facilities for gasoline, oil, greases, lubricants or other
fuel or propellant and from such storage facilities to the point or
points of servicing), pumps, motors, filters and other appurtenances
incidental to the use thereof, either through construction and
maintenance by Lessee or by a nominee of Lessee in accordance with
plans and specifications therefor approved by Lessor; provided,
however, that Lessor shall not be responsible for the cost of
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excavation, construction, installation and maintenance of any such
storage facilities, pipes or pipelines, pumps, motors, filters or
other appurtenances;
7. The right to land, take-off, fly, taxi, tow, park, load, and unload
Lessee's aircraft and other equipment used in the operation of
schedule, shuttle, courtesy, test, training, inspection, emergency,
special, charter, sightseeing and other flights, including without
limiting the generality hereof, the right to load, and unload Lessee's
aircraft at the gates leased to Lessee pursuant to Article IB;
8. The right to transfer, load and unload persons, cargo, property and
mail to, from and at the Airport by such loading and unloading
devices, motor cars, buses, trucks or other means of conveyance as
Lessee may choose or require in the operation of its Air
Transportation system; with the non-exclusive right to designate and
enter into arrangements with any carrier or carriers of its choice to
transport to and from the Airport, passengers and their baggage,
cargo, property and mail carried or to be carried by air by Lessee
provided that with respect to passengers, Lessee shall not enter into
arrangements with a carrier for transportation to or from the Airport
except for such period or periods during which there is no
satisfactory ground transportation service provided by bus or
limousine operator selected by the Lessor;
9. The right to install, maintain and operate, without cost to Lessor, by
Lessee alone, or in conjunction with any other air transportation
companies who are lessees at the Airport, or through a nominee, a
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message tube system and other communication systems between suitable
locations in the aircraft loading areas and suitable locations in or
about Lessee's hangar, and between any or all of said locations and
Lessee's offices;
10. The right to install, maintain and operate, without cost to Lessor, by
Lessee alone, or in conjunction with any other air transportation
companies that are lessees at the Airport, or through a nominee,
suitable aircraft air-conditioning equipment, including, but not
limited to, trucks, or a suitable airplane air-conditioning system in
the loading area. Lessor agrees to make available without charge, for
the individual or joint use of all air transportation companies who
are lessees at the Airport, an adequate and convenient site under the
loading area and adjacent to the Terminal Buildings for the placing of
machinery, equipment, conduits and duct constituting such system;
provided, however, that Lessor shall not be responsible for the cost
of excavation, construction, installation and operation thereof and
shall have the right to approve plans and specifications therefor;
11. The right to provide in any hangar or other non-public space
exclusively or preferentially leased by Lessee without cost to Lessor,
by Lessee alone, a subsidiary of Lessee or by contract with a supplier
or caterer, foods and beverages for consumption by employees and
occasional invitees of Lessee on such premises for business purposes.
Without limiting the generality of the foregoing, said right shall
include the right to install, maintain, and operate, or cause to be
installed, maintained and operated without cost to
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Lessor, in any hangar on premises leased to Lessee for its exclusive
use at the Airport, a cafeteria, restaurant or other plant for the
purpose of preparing, cooking, and dispensing of foods and beverages
for consumption as aforesaid;
12. The right to provide, without cost to Lessor, by Lessee alone, a
subsidiary of Lessee, or by contract with a supplier or caterer of its
choice, food and beverages for consumption on aircraft of Lessee;
provided, however, that if Lessee shall purchase such foods and
beverages by contract with a supplier or caterer other than the
Airport food concessionaire, Lessee shall require such supplier or
caterer, other than its wholly-owned subsidiary, to pay to Lessor the
same percentage commission as would be paid to Lessor by the Airport
food concessionaire;
13. The right to install and operate, at Lessee's expense, a reasonable
number and type of company identification signs, subject to the right
of Lessor to approve the same as to type and location;
14. The right to install, maintain and operate, at Lessee's expense, by
Lessee alone, or in conjunction with any other air transportation
companies who are lessees at the Airport, or through a nominee, such
radio communications, meteorological and aerial navigation equipment
and facilities in or on premises leased exclusively to Lessee, and,
subject to the approval of Lessor's Airport manager with respect to
location of installation, elsewhere on the Airport as may be necessary
or convenient in the opinion of Lessee for its operations, provided,
however, that such approval shall not be withheld unless such
installation, maintenance and
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operation at the location selected by Lessee shall interfere with the
reasonable use of the Airport by other authorized persons;
15. The right to conduct operations or activities other than those
enumerated in Subparagraphs (1) to (14), inclusive, of this paragraph,
reasonably related to the landing, taking off, flying, moving,
loading, unloading, or servicing of aircraft which are reasonably
necessary or convenient to the conduct by it of Air Transportation;
provided, however, that all such other operations and activities shall
be subject to the approval of the Lessor.
16. The right to the use, in common with others so authorized, of
International Terminal Building 520 and its common facilities,
equipment, conveniences and services; provided such use shall be
limited to Lessee's inbound international passenger flights requiring
federal inspection services; and provided, further, that the exercise
of such right by Lessee shall be subject to reasonable rules and
regulations of Lessor promulgated in accordance with Article XI hereof
and to the payment by Lessee of the fees specified in Article III G.
hereof.
B. PREMISES IN AND ADJACENT TO X. X. XXXXX TERMINAL (BUILDING 603), XXXXX X.
XXXXX TERMINAL (BUILDING 601), XXXXXXX XXXXX INTERNATIONAL TERMINAL
(BUILDING 520) AND CONCOURSES A, B, C, D, E, F AND G: From and after the
applicable effective dates set forth in Article III.A. entitled RENTAL WITH
RESPECT TO PREMISES IN X. X. XXXXX TERMINAL (BUILDING 603), XXXXX X. XXXXX
TERMINAL (BUILDING 601), XXXXXXX XXXXX INTERNATIONAL TERMINAL (BUILDING
520) AND CONCOURSES A, B, C, D, E, F AND G, Lessor grants to Lessee the
exclusive use
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of the space identified as Exclusive Areas in Subparagraph (1) of the said
Article III A, the preferential use of areas identified as Preferential Use
in Subparagraph (2) of the said Article III A and the use in common with
others so authorized of the Common Areas in Subparagraph (3) of said
Article III A, in and adjacent to the X. X. Xxxxx Terminal (Building 603),
Xxxxx X. Xxxxx Terminal (Building 601), Xxxxxxx Xxxxx International
Terminal (Building 520) and Concourses A, B, C, D, E. F and G, all such
Exclusive Areas, Preferential Areas and Common Areas being shown and
delineated on Exhibits 1 through 29 all dated January 1, 1996 and Exhibits
30 and 31 (dated July 1, 1996), attached hereto and made a part hereof.
Lessee shall have the right to use of all such space in the X. X.
Xxxxx Terminal (Building 603), Xxxxx X. Xxxxx Terminal (Building 601),
Xxxxxxx Xxxxx International Terminal (Building 520) and Concourses A, B, C,
D, E, F and G, with respect to which it is granted the exclusive use
hereunder, and all space and facilities with respect to which it is granted
the non-exclusive use hereunder for any and all purposes in connection with
or incidental to its business including, without limiting the generality
hereof, the handling, ticketing, billing and manifesting of passengers,
baggage, cargo, property and mail, and the installation, maintenance and
operation of radio and other communications equipment and facilities and
meteorological and navigational equipment and facilities.
Lessee shall have the right, in common with others so authorized, to
use Waste Disposal Buildings 606 and 527 for the purposes of disposal of
sanitary waste from Lessee's aircraft.
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The foregoing is without prejudice to the substitute space rights
initially granted to Lessee under the said Article IB as previously
amended.
C. PUBLIC SPACE IN TERMINAL BUILDINGS: Lessee, its employees, passengers,
guests, patrons and invitees, in common with others, shall have the use of
all public space in the Terminal Buildings, and all additional public space
which may hereafter be made available therein and in any additions thereto
including, without limiting the generality hereof, the lobby, passenger
lounges, waiting rooms, hallways, restrooms and rooms for other public and
passenger convenience.
D. PARKING SPACE: Vehicular parking spaces shall be provided near the
Terminal Buildings (adequate in Lessor's judgment, considering the number
of vehicles and traffic to be accommodated) for the use of Lessee, its
employees, passengers and limousine operators in common with any other
scheduled air transportation companies, their employees passengers and
limousine operators. Lessor or its concessionaires may make a reasonable
charge to passengers for the use of the parking space provided for them,
but no charges shall be made for use of such adequate parking spaces as are
designated by Lessor for the respective use of Lessee's employees or
limousine operators.
E. RIGHT OF INGRESS AND EGRESS: Subject to the reasonable rules and
regulations promulgated by Lessor in accordance with Article XI hereof,
Lessee shall have the right and privilege over the Airport of ingress to
and egress from the premises and facilities described in this Article I for
its employees, agents, passengers, guests, patrons and invitees, its or
their suppliers of materials and furnishers of service, its or their
aircraft, equipment, vehicles, machinery and
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other property, and, except as herein otherwise specifically provided,
no charges, fees or tolls of any nature, direct or indirect, shall be
imposed by Lessor upon Lessee, its employees, agents, passengers,
guests, patrons and invitees, its or their suppliers of materials and
furnishers of service for such right of ingress and egress, or for the
privilege of purchasing, selling or using any materials, or services
purchased or otherwise obtained by Lessee, or for transporting, loading,
unloading or handling persons, property, cargo or mail in connection
with Lessee's business or exercising any right or privilege granted by
Lessor hereunder. Nothing in this Article I shall limit Lessor's right
to impose, collect and use PFCs.
F. FUEL: Lessee shall have the right during the term of this Agreement to
lease land in the common fuel storage area as shown in the Airport Master
Plan, at a rental rate of not to exceed five cents ($.05) per square foot
per year, together with the right to install thereon underground fuel
storage tanks, pumps, piping, and appurtenances for the storage of aviation
fuel; the location and amount of such land to be determined by written
agreement of the parties hereto, a copy of which agreement, if entered into
prior to the effective date of this Agreement, will be attached to this
Agreement as an exhibit.
ARTICLE II
TERM
This Agreement shall become effective on the effective date of the Project
Development Agreement. Lessee shall have the full authority to use the premises
and facilities and to exercise the rights, licenses and privileges set forth in
Article I hereof
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for a term beginning on the effective date of the Project Development
Agreement and expiring on the earlier of January 1, 2009 and the effective
date of the Second Amended and Restated Airport Agreement.
ARTICLE III
RENTALS AND FEES
Lessee agrees to pay to Lessor for the use of the premises, facilities,
rights, licenses, services and privileges granted hereunder, the following
rentals, fees and charges (there being no other rentals, fees or charges and no
tolls payable by Lessee unless otherwise specifically provided herein), all
payable in monthly installments in accordance with Article III H.3. below. In
the event that the commencement or termination of the term with respect to any
of the particular premises, facilities, rights, licenses, services or privileges
as herein provided falls on any date other than the first or last day of a
calendar month, the applicable rentals, fees and charges for that month shall be
paid for said month pro rata according to the number of days in that month
during which the particular premises, facilities, rights, licenses, services or
privileges were enjoyed.
A. RENTAL WITH RESPECT TO PREMISES IN X. X. XXXXX TERMINAL (BUILDING 603),
XXXXX X. XXXXX TERMINAL (BUILDING 601), XXXXXXX XXXXX INTERNATIONAL
TERMINAL (BUILDING 520) AND CONCOURSES A, B, C, D, E, F AND G: From and
after the effective dates hereinafter set forth, rental of the Premises In
And Adjacent To X. X. Xxxxx Terminal (Building 603), Xxxxx X. Xxxxx
Terminal (Building 601), Xxxxxxx Xxxxx International Terminal (Building
520) and Concourses A, B, C, D, E, F and G assigned exclusively to Lessee
in accordance with Article IB hereof, or designated as Common Areas, shall
be at
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the following rates per square foot per year. Said rental rates shall be
subject to adjustment as provided in Paragraph C of this Article III.
Except as otherwise provided herein, Lessee shall pay a pro rata share
of the rental applicable to common areas occupied jointly with other
tenants. Rental rates for the Base Premises shall be at the following
rates per square foot per year and subject to adjustment as provided in
Paragraph C of this Article III.
A-1 PRIOR AND ADDITIONAL PREMISES - EXCLUSIVE USE
(a) Ticket Counter and Office Area at Main Level, Building 601,
comprising a total area of 1,746 square feet (Exhibit 1 dated 1-
1-96): 1,117 square feet occupied as of June 18, 1968 at a
current substitute space rental rate of $10.14 per square foot
per year and 629 square feet occupied as of September 1, 1975 at
a current rental rate of $16.29 per square foot per year, being a
total annual rental of $21,572.79.
(b) Ticket Counter and Office Area at Main Level, Building 601
(Exhibit 1 dated 1-1-96): 1,117 square feet occupied as of
October 1, 1987 at a current adjusted rental rate of $.61 per
square foot per year, being a total annual rental of $681.37.
(c) Ticket Counter and Baggage Conveyor at Main Level, Building 601
(Exhibit 1 dated 1-1-96): 1360 square feet occupied as of June
15, 1984 at a current rental rate of $16.29 per square foot per
year, being a total annual rental of $22,154.40.
(d) Additional Ticketing Area at Main Level, Building 601 (Exhibit 1
dated 1-1-96): 101 square feet at no rental rate.
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(e) Ticket Counter and Office Area at Main Level, Building 601
(Exhibit 1 dated 1-1-96): 3,044 square feet occupied as of
October 1, 1986 at a current rental rate of $10.14 per square
foot per year, being a current annual rental of $30,866.16.
(f) Additional Ticket Counter and Office Area at Main Level, Building
601 (Exhibit 1 dated 1-1-96): 977 square feet occupied as of
October 1, 1987, at a current substitute space rental of $10.14
per square foot per year, being a current annual rental of
$9,906.78.
(g) Baggage Make-Up Area at Apron Level, Building 601 (Exhibit 2
dated 1-1-96): 4,164 square feet occupied as of October 1, 1987
at a current substitute space rental of $10.14 per square foot
per year, being a total annual rental rate of $42,222.96.
(h) Baggage Make-up and Baggage Claim Areas at Apron Level, Building
601 (Exhibit 2 dated 1-1-96): 13,463 square feet occupied as of
October 1, 1987, at a rental rate of $10.14 per square foot per
year, being a total annual rental of $136,514.82.
(i) Addition to Baggage Make-up and Baggage Claim Areas at Apron
Level, Building 601 (Exhibit 2 dated 1-1-96): 3,881 square feet
occupied as of October 1, 1987, at a rental rate of $16.29 per
square foot per year, being a total annual rental of $63,221.49.
(j) Baggage make-up Area at Apron Level, Building 601 (Exhibit 2
dated 1-1-96): 3,917 square feet occupied as of October 1, 1987,
at a current adjusted rental rate of $.61 per square foot per
year, being a total annual rental of $2,389.37.
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(k) Baggage Make-up Area at Apron Level, Building 601 (Exhibit 2
dated 1-1-96): 1,044 square feet occupied as of June 3, 1986 at a
current adjusted rental rate of $.61 per square foot per year,
being a total annual rental of $636.84.
(l) Baggage Claim at Apron Level, Building 601 (Exhibit 2 dated 1-1-
96): 1,190 square feet occupied as of June 3, 1986 at a current
adjusted rental rate of $8.763 per square foot per year, being a
total annual rental of $10,427.97.
(m) Baggage Claim Area at Apron Level, Building 601 (Exhibit 2 dated
1-1-96): 631 square feet occupied as of October 1, 1987 at a
rental rate of $16.29 per square foot per year, being a total
annual rental of $10,278.99.
(n) Baggage Claim and Baggage Claim Office at Apron Level, Building
601, comprising a total area of 2,962 square feet occupied as of
October 1, 1987, (Exhibit 2 dated 1-1-96): 408 square feet at a
current substitute space rental of 10.14 per square foot per
year; 252 square feet at a current substitute space rental of
$14.81 per square foot per year; and 2,302 square feet at a
current rental rate of $16.29 per square foot per year, being a
total annual rental of $45,368.82.
(o) Additional Baggage Xxxx-xx Xxxx xx Xxxxx Xxxxx, Xxxxxxxx 000
(Exhibit 2 dated 1-1-96): 1,231 square feet occupied as of
October 1, 1987, at a rental rate of $10.14 per square foot per
year, being a total annual rental of $12,482.34.
- 15 -
(p) Baggage Service Area at Apron Level, Building 601 (Exhibit 2
dated 1-1-96): 410 square feet occupied as of October 1, 1987 at
a current rental rate of $1.77 per square foot per year, being a
total annual rental of $725.70.
(q) Exterior Baggage Conveyor Area at Apron Level, Building 601
(Exhibit 2 dated 1-1-96): 1,370 square feet occupied as of
January 1, 1983, at a current rental rate of $1.77 per square
foot per year being a total annual rental of $2,424.90.
(r) Addition to Baggage Claim Area at Apron Level, Building 601
(Exhibit 2 dated 1-1-96): 1121 square feet occupied as of October
1, 1987 at a current rental rate of $1.77 per square foot per
year, being a total annual rental of $1,984.17.
(s) Additional Baggage Make-up Area at Apron Level, Building 601
(Exhibit 3 dated 1-1-96): 27,811 square feet occupied as of
October 1, 1987 at a current rental rate of $2.50 per square foot
per year, being a total annual rental of $69,527.50.
(t) VIP Office area at Apron Level, Building 601 (Exhibit 3 dated 1-
1-96): 482 square feet occupied as of October 1, 1987 at a
current rental rate of $3.38 per square foot per year, being a
total annual rental of $1,629.16.
(u) Parking Areas at Apron Level, Building 601 (Exhibit 3 dated 1-1-
96): 26,101 square feet occupied as of October 1, 1987 at a
current rental rate of $1.61 per square foot per year, being a
total annual rental of $42,022.61.
- 16 -
(v) Office Area at Mezzanine Level (North Side), Building 601
(Exhibit 4 dated 1-1-96): 1,290 square feet occupied as of
October 1, 1987, at a current rental rate of $16.29 per square
foot per year, being a total annual rental of $21,014.10.
(w) Office Area at Mezzanine Level Building 601 (Exhibit 4 dated 1-1-
96): 2,267 square feet occupied as of June 16, 1983 at a current
rental rate of $16.29 per square foot per year, being a total
annual rental of $36,929.43.
(x) Employee Credit Xxxxx Xxxxxx xx Xxxxxxxxx Xxxxx, Xxxxxxxx 000
(Exhibit 4 dated 1-1-96): 1,368 square feet occupied as of April
16, 1983 at a current rental rate of $16.29 per square foot per
year, being a total annual rental of $22,284.72.
(y) Training Room at Mezzanine Level, Building 601 (Exhibit 4 dated
1-1-96): 435 square feet occupied as of February 2, 1984 at a
current rental rate of $16.29 per square foot per year, being a
total annual rental of $7,086.15.
(z) Club Area at Mezzanine Level, Building 601 (Exhibit 4 dated 1-1-
96): 2,151 square feet occupied as of October 1, 1986 at a
current rental rate of $10.14 per square foot per year, being a
total annual rental of $21,811.14.
(aa) World Club at Main Level, Building 601 (Exhibit 5 dated 1-1-96):
6,240 square feet occupied as of October 1, 1987 at a current
rental rate of $1.77 per square foot per year, being a total
annual rental of $11,044.80.
- 17 -
(ab) Additional Exterior Baggage Conveyor Area at Apron Level,
Building 601 (Exhibit 6 dated 1-1-96): 8,871 square feet occupied
as of October 1, 1987 at a current rental rate of $1.61 per
square foot per year, being a total annual rental of $14,282.31.
(ac) Parking Areas at Apron Level, Building 601 (Exhibit 6 dated 1-1-
96): 27,734 square feet occupied as of October 1, 1987 at a
current rental rate of $1.61 per square foot per year, being a
total annual rental of $44,651.74.
(ad) Parking Areas at Apron Level, Building 601 (Exhibit 6 dated 1-1-
96): 5,676 square feet occupied as of October 1, 1987 at a
current rental rate of $1.61 per square foot per year, being a
total annual rental of $9,138.36.
(ae) Hold Rooms, Main Level, Concourse A Satellite Building (Exhibit 7
dated 1-1-96): 5,028 square feet occupied as of July 5, 1966 at
an adjusted rental rate of $.019 per square foot per year, being
a total annual total rental of $95.53.
(af) Main Floor, Concourse A, Satellite Building (Exhibit 7 dated 1-1-
96): 1,107 square feet occupied as of November 1, 1984 at a
current rental rate of $.24 per square foot per year, being a
total annual rental of $265.68.
(ag) Hold Xxxx xxx Xxxxxx Xxxx xx Xxxx Xxxxx Xxxxxxxxx X (Exhibit 8
dated 1-1-96): 1193 square feet occupied as of 4-1-95 at a
current rental rate of $16.29 per square foot per year, being a
total annual rental rate of $19,433.97.
- 18 -
(ah) Operations and Storage Area at Apron Level Concourse B (Exhibit 9
dated 1-1-96): 505 square feet occupied as of 4-1-95 at a current
rental rate of $16.29 per square foot per year, being a total
annual rental rate of $8,226.45.
(ai) Hold Rooms at Main Level, Concourse C Extension (Exhibit 10 dated
1-1-96): 9639 square feet occupied as of June 1, 1989 at no
rental charge (Lessee is paying the debt service on construction
costs).
(aj) Office Room at Main Level, Concourse C Extension (Exhibit 10
dated 1-1-96): 390 square feet occupied as of June 1, 1989 at no
rental charge (Lessee is paying the debt service on construction
costs).
(ak) Hold Room and Office Areas at Main Level Concourse C (Exhibit 12
dated 1-1-96): 6,584 square feet occupied as of April 18, 1995 at
a current rental rate of $11.75 per square foot per year, being a
total annual rental rate of $77,362.00.
(al) Additional Hold Room Area at Main Level, Concourse C (Exhibit 12
dated 1-1-96): 946 square feet occupied as of April 18, 1995 at a
current rental rate of $11.75 per square foot per year, being a
total annual rental rate of $11,115.50.
(am) Additional Special Waiting Room at Main Level Concourse C
(Exhibit 12, dated 1-1-96): 394 square feet occupied as of April
18, 1995 at a current rental rate of $16.29 per square foot per
year, being a total annual rental rate of $6,418.26.
- 19 -
(an) Unimproved Area at Apron Level, Concourse C (Exhibit 13 dated 1-
1-96): 4,216 square feet occupied as of July 1, 1995 at a current
rental rate of $11.49 per square foot per year, being a total
annual rental of $48,441.84.
(ao) Additional Operations and Office Area at Apron Level Concourse C
(Exhibit 13 dated 1-1-96): 5,194 square feet occupied as of July
1, 1995 at a current rental rate of $11.49 per square foot per
year, being a total annual rental of $59,679.06.
(ap) Operation Area Apron Level, Concourse C (Exhibit 13 dated 1-1-
96): comprising 4,060 total square feet occupied as of 10-1-93 at
an adjusted rental rate of $11.19 per square foot per year, being
a total annual rental of $45,431.40.
(aq) Operation Area Apron Level, Concourse C (Exhibit 13 dated 1-1-
96): 1756 square feet occupied as of August 1, 1996 at a current
rental rate of $16.29 per square foot per year, being a total
annual rental of $28,605.24.
(ar) Additional Operations Area at Apron Level Concourse C (Exhibit 13
dated 1-1-96) 1,106 square feet occupied as of July 1, 1995 at a
current rental rate of $16.29 per square foot per year, being a
total annual rental of $18,016.74.
(as) Additional Operations Area at Apron Level Concourse C (Exhibit 13
dated 1-1-96): 1,471 square feet occupied as of July 1, 1995 at a
current rental rate of $16.29 per square foot per year, being a
total annual rental of $23,962.59.
- 20 -
(at) South World Club at Main Level, Building 603 (Exhibit 14 dated 1-
1-96): 9,515 square feet occupied as of July 1, 1995 at a current
rental rate of $1.77 per square foot per year, for maintenance
and operations costs, being a total annual rental of $16,841.55.
(au) Hold Areas at Gates 1, 3 and 5, Main Level, Concourse C (Exhibit
16 dated 1-1-96): 4,559 square feet occupied as of July 1, 1995
at a current rental rate of $8.98 per square foot per year, being
a total annual rental of $40,939.82.
(av) Operations and Office Area, Apron Level, Concourse C (Exhibit 17
dated 1-1-96): 2775 square feet occupied as of July 1, 1995 at a
current rental rate of $8.98 per square foot per year, being a
total annual rental of $24,919.50.
(aw) Hold Areas at Main Level Concourse C (Exhibit 16 dated 1-1-96):
7,681 square feet occupied as of July 1, 1995 at a current rental
rate of $11.49 per square foot per year, being a total annual
rental of $88,254.69.
(ax) Additional Hold Area at Main Level Concourse C (Exhibit 16 dated
1-1-96): 1,860 square feet occupied as of July 1, 1995 at a
current rental rate of $11.49 per square foot per year, being a
total rental of $21,371.40.
(ay) Hold room at Main Level Concourse C (Exhibit 16 dated 1-1-96):
1,576 square feet occupied as of July 1, 1995 at a current rental
rate of $11.49 per square foot per year, being a total annual
rental of $18,108.24.
- 21 -
(az) Additional Hold Area at Main Level Concourse C (Exhibit 16 dated
1-1-96): 1,095 square feet occupied as of July 1, 1995 at a
current rental rate of $11.49 per square foot per year, being a
total annual rental of $12,581.55.
(ba) Operations and Office Area at Apron Level Concourse C (Exhibit 17
dated 1-1-96): 11,924 square feet occupied as of July 1, 1995 at
a current rental rate of $11.49 per square foot per year, being a
total annual rental of $137,006.76.
(bb) Unimproved Operations Area at Apron Level Concourse C (Exhibit 17
dated 1-1-96): 2,426 square feet occupied as of July 1, 1995 at a
current rental rate of $16.29 per square foot per year, being a
total annual rental of $39,519.54.
(bc) Additional Operations and Office Area at Apron Level, Concourse C
(Exhibit 17 dated 1-1-96): 5,240 square feet occupied as of July
1, 1995 at a current rental rate of $11.49 per square foot per
year, being a total annual rental of $60,207.60.
(bd) Breakroom, Apron Level, Concourse C (Exhibit 17 dated 1-1-96):
285 square feet occupied as of July 1, 1995 at a current rental
rate of $16.29 per square foot per year, being a total annual
rental rate of $4,642.65.
(be) Hold Areas and Office Area at Main Level, Concourse D (Exhibit 18
dated 1-1-96): 6,220 square feet occupied as of April 17, 1985 at
a current rental rate of $10.44 per square foot per year, being a
total annual rental of $63,070.80.
- 22 -
(bf) Passenger Hold Room at Main Level, Concourse D (Exhibit 18 dated
1-1-96): 3,653 square feet occupied as of April 1, 1976 and May
1, 1981 at a current rental rate of $16.29 per square foot per
year, being a total annual rental of $59,507.37.
(bg) Operations, Office, Commissary Areas at Apron Level, Concourse D
(Exhibit 19 dated 1-1-96): 10,070 square feet occupied as of
April 17, 1985 at a current adjusted rental rate of $1.4764 per
square foot per year, being a total annual rental of $14,867.35.
(bh) Additional Gates and Hold Rooms at Main Level, Concourse D
(Exhibit 18 dated 1-1-96): 8,016 square feet, occupied as of May
1, 1988 the rent credit offsetting the rental charge.
(bi) Additional Operations Area at Apron Level, Concourse D (Exhibit
19 dated 1-1-96): 9,896 square feet, occupied as of August 1,
1985 the rent credit offsetting the rental charge.
(bj) Operations, Storage and Stairwell Area at Apron Level, Concourse
D (Exhibit 19 dated 1-1-96): 1,226 square feet occupied as of
April 1, 1976 at a current rental rate of $16.29 per square foot
per year, being a total annual rental of $19,971.54.
(bk) Additional Space at Apron Level, Concourse D (Exhibit 19 dated 1-
1-96): 1,140 square feet occupied as of April 17, 1985 at a
current rental rate of $16.29 per square foot per year, being a
total annual rental of $18,570.60.
(bl) Enclosed Space at Apron Level, Concourse D (Exhibit 19 dated 1-1-
96): 640 square feet occupied as of April 1, 1985 at a current
rental
- 23 -
rate of $1.77 per square foot per year, being a total annual
rental of $1,132.80.
(bm) Hold Room and Office Areas at Main Level, Concourse E (Exhibit 20
dated 1-1-96): 12,246 square feet occupied as of April 1, 1976 at
a current rental rate of $16.29 per square foot per year, being a
current annual rental of $199,487.34.
(bn) Additional Hold Room and Office Area at Main Level Concourse E
(Exhibit 20 dated 1-1-96): 5,455 square feet occupied as of
October 29, 1984 at a current adjusted rental rate of $0.9505 per
square foot per year being a total annual rental of $5,184.98
effective January 1, 1986.
(bo) Operations Areas at Apron Level, Concourse E, comprising a total
of 9,213 square feet occupied as of April 1, 1976 (Exhibit 21
dated 1-1-96): 6,842 square feet at a current substitute space
rental of $10.14 per square foot per year; 1,445 square feet at a
substitute space rental rate of $14.81 per square foot per year;
97 square feet at a current rental rate of $16.29 per square foot
per year; and 829 square feet at a current rental rate of $16.29
per square foot per year, being a total annual rental of
$105,862.87.
(bp) Additional Flight Crew Lounge at Apron Level, Concourse E
(Exhibit 21 dated 1-1-96): 1,065 square feet occupied as of
August 1, 1978 at a current rental rate of $16.29 per square foot
per year, being a total annual rental of $l7,348.85.
- 24 -
(bq) Flight Crew Lounge at Apron Level, Concourse E (Exhibit 21 dated
1-1-96): 704 square feet occupied as of September 1, 1977 at a
current rental rate of $16.29 per square foot per year, being a
total annual rental of $11,468.16.
(br) Additional Operations Areas at Apron Level, Concourse E (Exhibit
21 dated 1-1-96): 5,758 square feet occupied as of October 29,
1984 at a current adjusted rental rate of $0.61 per square foot
per year, being a total annual rental of $3,512.38.
(bs) Rest Rooms and Computer Service Room at Apron Level, Concourse E
(Exhibit 21 dated 1-1-96): 784 square feet occupied as of October
29, 1984 at a current adjusted rental rate of $4.6380 per square
foot per year, being a total annual rental per year of $3,636.19.
(bt) Additional Operations Areas at Apron Level, Concourse E (Exhibit
21 dated 1-1-96): 5,775 square feet occupied as of November 1,
1984 at a current adjusted rental rate of $.61 per square foot
per year, being a total annual rental of $3,522.75.
(bu) Tower on North Side of Concourse E (Exhibit 20 dated 1-1-96):
1,589 square feet, occupied as of August 1, 1985 the rent credit
offsetting the rental charge; 1,730 square feet occupied as of
December 1, 1990, the rent credit offsetting the rental charge.
(bv) Additional Unimproved Ramp Space Adjacent to Concourse E (Exhibit
21 dated 1-1-96): 1,006 square feet occupied as of October
- 25 -
29, 1984 at a current adjusted rental rate of $.0.61 per square
foot per year, being an annual rental of $613.66.
(bw) Unimproved Ramp Space Adjacent to Concourse E (Exhibit 21 dated
1-1-96): 1,140 square feet occupied as of September 1, 1977 at a
current rental rate of $1.77 per square foot per year, being a
total annual rental of $2,017.80.
(bx) Hold Room and Office Area at Main Level, Concourse F (Exhibit 22
dated 1-1-96): 6,270 square feet occupied as of June 3, 1986 at a
current adjusted rental rate of $.9484 per square foot per year,
being a current annual rental of $5,946.47.
(by) Hold Rooms, Office Areas and Lounge at Main Level, Concourse F
(Exhibit 22 dated 1-1-96): 10,795 square feet occupied as of
October 1, 1986 at a current rental rate of $10.14 per square
foot per year, being a total annual rental of $109,461.30.
(bz) Addition to Hold Rooms Concourse F, at Main Level (Exhibit 22
dated 1-1-96): 1,395 square feet occupied as of October 1, 1986
at a current rental of $16.29 per square foot per year, being a
total annual rental of $22,724.55.
(ca) Addition to Hold Rooms at Concourse F at Main Level (Exhibit 22
dated 1-1-96): 1,778 square feet occupied as of October 1, 1986
at a current rental rate of $16.29 per square foot per year,
being a total annual rental of $28,963.62.
(cb) Offices, Class Rooms, Stairways and Pilots Lounge at Apron Level,
Concourse F (Exhibit 23 dated 1-1-96): 10,016 square feet
occupied
- 26 -
as of October 1, 1986 at a current rental rate of $10.14 per
square foot per year, being an annual rental of $101,562.24.
(cc) Addition to Room No. 102 at Apron Level, Concourse F (Exhibit 23
dated 1-1-96): 275 square feet occupied as of October 1, 1986 at
a current rental rate of $16.29 per square foot per year, being a
total annual rental of $4,479.75.
(cd) Option Area at Apron Level, Concourse F (Exhibit 23 dated 1-1-
96): 13,740 square feet occupied as of October 1, 1986, at a
current rental rate of $1.61 per square foot per year, being a
total annual rental of $22,121.40.
(ce) Electrical Room Pneumatic Tube Equipment Space at Tunnel Level,
Concourse F (Exhibit 24 dated 1-1-96): 1,014 square feet occupied
as of October 1, 1986 at a current rental rate of $10.14 per
square foot per year, being a total annual rental of $10,281.96.
(cf) Operations Area at Apron Level, Concourse F, comprising a total
area of 5,942 square feet occupied as of June 3, 1986 (Exhibit 23
dated 1-1-96): 4,290 square feet at a current rental rate of
$10.14 per square foot per year and 1,652 square feet at a
current rental rate of $16.29 per square foot per year, being a
total annual rental of $70,411.68.
(cg) Additional Unimproved Area at Apron Level, Concourse F (Exhibit
23 dated 1-1-96): 1,006 square feet occupied as of June 3, 1986
at a current rental rate of $1.61 per square foot per year being
a total annual rental of $1,619.66.
- 27 -
(ch) Unimproved Area at Apron Level, Concourse F (Exhibit 23 dated 1-
1-96): 1,101 square feet occupied as of June 3, 1986 at a current
rental rate of $1.61 per square foot per year, being a total
annual rental of $l,772.61.
(ci) New Holdroom Area at Main Level, Concourse F (Exhibit 22 dated 1-
1-96): 739 square feet occupied as of June 1, 1989 at a current
rental rate of $16.29 per square foot per year, being a total
annual rental of $12,038.31.
(cj) Additional Holdroom Area at Main Level, Concourse F (Exhibit 22
dated 1-1-96): 1,534 square feet occupied as of June 1, 1989 at a
current rental rate of $16.29 per square foot per year, being a
total annual rental of $24,988.86.
(ck) World Club at Main Level, Central Services Building (Exhibit 26
dated 1-1-96): 2,335 square feet occupied as of June 1, 1985 at a
current rental rate of $16.29 per square foot per year, being a
total annual rental of $38,037.15.
(cl) Parking and Storage at Apron Level, Central Services Building
(Exhibit 27 dated 1-1-96) 4,845 square feet occupied as of
October 1, 1987 at a current rental rate of $1.61 per square foot
per year being a total annual rental rate of $7,800.45.
(cm) Office at Apron Level, Building 520 (Exhibit 28 dated 1-1-96):
488 square feet occupied as of July 1, 1995 at a current rental
rate of $16.29 per square foot per year, being a total annual
rental of $7,949.52.
- 28 -
(cn) Baggage Re-check Area at Apron Level, Building 520 (Exhibit 28
dated 1-1-96): 1525 square feet occupied as of August 1, 1994 at
a current rental rate of $16.29 per square foot per year, being a
total annual rental of $24,842.25.
(co) Breakroom Area in Center Xxx xx Xxxxx Xxxxx, Xxxxxxxx 000
(Exhibit 28 dated 1-1-96): 921 square feet occupied as of August
1, 1996 at a current rental rate of $16.29 per square foot per
year, being a total annual rental of $15,003.09.
(cp) Office space and hallway mezzanine level Building 520 (Exhibit 29
dated 1-1-96): 800 square feet occupied as of June 1, 1996 at a
current annual rental rate of $16.29 per square foot per year,
being a total annual rental of $13,032.00.
(cq) Bus Stop Lobby at Main Level, Building 603 (Exhibit 30 dated 7-1-
96): 5,433 square feet occupied as of July 1, 1996 at no rental
charge.
(cr) Bus Stop at Apron Level, Building 603 (Exhibit 31 dated 7-1-96):
8,150 square feet occupied as of July 1, 1996 at a current rental
rate of $1.77 per square foot per year, being a total annual
rental rate of $14,425.50.
(cs) Bus Stop Roadway at Apron Level, Building 603 (Exhibit 31 dated
7-1-96): 9,100 square feet occupied as of July 1, 1996 at a
current rental rate of $0.375 per square foot per year being a
total annual rental rate of $3,412.50.
- 29 -
A-2 PREFERENTIAL USE PREMISES
(a) Concourse G (Exhibit 25, dated 1-1-96): 54,588 square feet occupied as
of April 1, 1995, at no rental charge (Lessee is paying debt service
on construction costs). Concourse G is preferential use space which
may be made available by Lessor to other air carriers when and if
Lessee's and/or Mesaba's use of the facility is less than 75 flights
per day. The lease of this space shall terminate on the date of
beneficial occupancy of the Midfield Terminal.
(b) Baggage Hold Area (Tugs) at Concourse G (Exhibit 25, dated 1-1-96):
43,890 square feet occupied as of April 1, 1995, at a current rental
rate of $0.375 per square foot per year being a total annual rental
rate of $16,458.75.
A-3 PRIOR PREMISES - COMMON USE
Republic Airlines, Inc. after acquiring the interest of Eastern Air
Lines, Inc. in certain space in the X. X. Xxxxx Terminal, transferred
said interest to U.S. Air, Inc. Lessee has taken over all space
formerly leased to U.S. Air, Inc. in the Xxxxx X. Xxxxx Terminal.
Lessee has agreed to pay for all charges for U.S. Air, Inc.'s Common
Use Baggage related areas that exceed eighteen thousand four hundred
sixty nine dollars and eight cents ($18,469.08) per year, the amount
that U.S. Air, Inc. was paying for similar space in the Xxxxx X. Xxxxx
Terminal prior to its relocation. This amount shall be subject to
adjustment as provided in Paragraph C of this Article III.
- 30 -
A-4 BASE PREMISES - EXCLUSIVE AND PUBLIC USE
(a) Ticket Counter and Public Area at Main Level, Building 603
(Exhibit 14 dated 1-1-96): 4,530 square feet occupied as of June
3, 1986 at a current rental rate of $1.77 per square foot per
year, being a total annual rental of $8,018.10.
(b) Baggage Make-up and Conveyor at Apron Level (North Side) Building
603 (Exhibit 15 dated 1-1-96): 5,749 square feet occupied as of
June 3,1986 at a current rental rate of $1.77 per square foot per
year, being a current annual rental of $10,175.73.
(c) Operations Area at Apron Level, Concourse C (Exhibit 17 dated 6-
1-89): 5,240 square feet occupied as of June 3, 1986 at a current
rental rate of $1.77 per square foot per year, being a current
annual rental of $9,274.80.
(d) Additional Operations Area at Apron Level, Concourse C (Exhibit
12 dated 1-1-96): 1,740 square feet occupied as of June 3, 1986
at a current rental rate of $1.77 per square foot per year, being
a current annual rental of $3,079.80.
(e) Operations Areas at Apron Level, Concourse F (Exhibit 23 dated 1-
1-96): 5,942 square feet occupied as of August 1, 1985 at a
rental rate of $1.77 per square foot per year, being a current
annual rental of $10,517.34.
(f) Covered Area at Apron Level, Concourse C Extension (Exhibit 11
dated 1-1-96): 22,720 square feet occupied as of June 1, 1989 at
a
- 31 -
current rental rate of $1.77 per square foot per year, being a
current annual rental of $40,214.40.
(g) Walkway at Main Level, Concourse C Extension (Exhibit 10 dated 1-
1-96): 2,011 square feet, occupied as of June 1, 1989 at a
current rental rate of $1.77 per square foot per year, being a
current annual rental of $3,559.47.
(h) Operations Areas at Apron Level, Concourse D (Exhibit 19 dated 1-
1-96): 10,040 square feet occupied as of August 1, 1985 at a
current rental rate of $1.77 per square foot per year, being a
current annual rental of $17,770.80
(i) Unimproved Space at Apron Level, Concourse D (Exhibit 19 dated 1-
1-96): 529 square feet occupied as of April 1, 1976 at a current
rental rate of $1.77 per square foot per year, being a total
annual rental of $936.33.
(j) Unenclosed Undercover Area at Apron Level, Concourse D (Exhibit
19 dated 1-1-96): 1,704 square feet occupied as of April 1, 1985
at a current rental rate of $1.77 per square foot per year, being
a total annual rental of $3,016.08.
(k) Tower Area at Lower Level, Concourse E (Exhibit 21 dated 1-1-96):
720 square feet occupied as of August 1, 1985 at a current rental
rate of $1.77 per square foot per year, being a total annual
rental of $1,274.40.
(l) Addition at Tower Area and Concourse E (Exhibit 21 dated 1-1-96):
865 square feet occupied as of 12-1-90 at a current rental rate
of
- 32 -
$1.77 per square foot per year, being a total annual rental of
$1,531.05.
(m) Operations Area at Apron Level, Concourse C Extension (Exhibit 11
dated 1-1-96): 6,687 square feet occupied as of June 1, 1989 at a
current rental rate of $1.77 per square foot per year, being a
current annual rental of $11,835.99.
(n) Concourse G (Exhibit 25 dated 1-1-96): 54,588 square feet
occupied as of 4-1-95 at a current rental rate of $1.77 per
square foot per year, being a total annual rental of $96,620.76.
(o) Bus Stop at Main Level, Building 603 (Exhibit 30 dated 7-1-96):
5,433 square feet occupied July 1, 1996 at a current rental rate
of $1.77 per square foot per year, being a current annual rental
of $9,616.41.
Effective December 1, 1986 Lessee shall pay an annual debt service
charge of $753,317.26, which includes 25% coverage, for the United Airlines
relocation project which shall be billed on a monthly basis of $62,776.44
in advance each month.
Effective November 18, 1988 Lessee shall pay an annual debt service
charge of $19,507.27, which includes 25% coverage, for the Concourse "G"
elevator project which shall be billed on a monthly basis of $1,625.61 in
advance each month.
Effective June 1, 1989, Lessee will pay an annual debt service charge
of $412,648.00, which includes 25% coverage, for the extension to Concourse
"C"
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project which shall be billed on a monthly basis of $34,387.33 in advance
each month.
Effective April 1, 1995 Lessee will pay an annual debt service charge
of $1,958,194.00, which includes 25% coverage, for the new Concourse "G"
and related projects which shall be billed on a monthly basis of
$163,182.83 in advance each month.
Lessee will pay the above annual debt service on that portion of the 1986
and 1990 General Airport Revenue Bonds even though the term of such debt service
obligation extends beyond the term of the lease of such temporary facilities.
The foregoing notwithstanding, the parties acknowledge that (a) the aforesaid
amounts represent annual debt service charges in effect on the execution date of
this Agreement and include amounts for 25% coverage, and (b) such amounts will
be adjusted if and when coverage requirements change and/or the bonds to which
such debt service charges relate are refinanced or refunded.
If, as a result of construction by the Lessor of a north-south roadway and
midfield expansion program on the Airport, any space on Concourse A leased to
Lessee shall be rendered unusable, Lessee covenants and agrees to relocate all
of its operations at the Airport to comparable space at the X.X. Xxxxx Terminal
or the Davey Terminal if space is not available in the X.X. Xxxxx Terminal. In
any event Lessee shall vacate the leasehold space on Concourse A when the
roadway construction commences at the Concourse A location.
Further, if as a result of construction by Lessor of a north-south roadway
on the Airport, any gates at Concourse A leased to USAir as a result of the
assignment and the consequent amendment to the USAir Lease are rendered
unusable, USAir has
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covenanted and agreed to relocate all its operations at the Airport to its
existing gates on Concourse B. In the event that, and for so long as, the
USAir gates on Concourse B are not available or cannot accommodate USAir's
gate use requirements during such period and in the event that, and for so
long as, no other gates at the Airport are reasonably available to USAir,
Lessee will make necessary and reasonable arrangements to accommodate USAir
at gates which it has under lease with Lessor so long as USAir agrees to
reasonably cooperate with Lessee in the use of such gates.
Rentals for space vacated by Lessee on Concourse A will terminate upon
the date the space is vacated. Lessee shall not be responsible for lost
Airport revenues or Airport expenses due to the relocation. Lessor shall be
responsible for any and all reasonable out-of-pocket direct relocation costs
incurred by Lessee as a result of the relocation.
B. ACTIVITY FEES AND CAPITAL EXPENDITURES:
1. ACTIVITY FEES: All rentals, fees and charges for the use of the
premises, facilities, rights, licenses, services and privileges
granted hereunder, except those for which rentals, fees or charges are
otherwise specifically provided herein, shall be combined in and
represented by an "Activity Fee" calculated for each Fiscal Year, and
which shall be an amount equal to the product of the number of
thousand pounds of Approved Maximum Landing Weight of aircraft landed
at the Airport in such Fiscal Year, multiplied by the Activity Fee
rate for such Fiscal Year. The Activity Fee rate for any Fiscal Year
shall be the quotient arrived at by dividing:
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(a) the Revenue Requirement, as below defined, for such Fiscal Year,
by
(b) the aggregate amount of Approved Maximum Landing Weight of
aircraft, in units of one thousand pounds, of all Signatory
Airlines, for such Fiscal Year.
The "Revenue Requirement" for any Fiscal Year as used herein shall
mean that amount of revenue required to produce total net Airport revenue
equal to the following amount:
(1) direct and indirect expenses of airport maintenance, operation
and administration for such fiscal year; plus
(2) (a) one hundred twenty-five percent (125%) of the amount of
principal and interest due (net of any capitalized interest) for
such Fiscal Year on all then outstanding Airport Revenue Bonds,
less (b) any amounts on deposit in the Revenue Fund at the
beginning of such Fiscal Year representing so-called "coverage"
funds collected for so-called "rolling coverage" pursuant to any
bond ordinance under which Bonds were issued that requires such
rolling coverage; plus
(3) deposits into the Bond Reserve Account, the Operation and
Maintenance Reserve Fund and the Renewal and Replacement Fund
required for such fiscal year pursuant to the provisions of the
Bond Ordinance; plus
(4) commencing in Fiscal Year 2001, an amount equal to $5 million
(which amount shall be escalated each Fiscal Year beginning in
- 36 -
Fiscal Year 2002 to reflect percentage increases in the Producer
Price Index during the most recently ended 12-month period for
which such index is available) minus the amount, if any,
deposited for such Fiscal Year into the ACE Account; plus
(5) commencing in the Fiscal Year in which no Airport Revenue Bonds
are subject to Paid-in Coverage (as defined below), $350,000;
minus
(6) all other Airport revenues (including Exclusive Area and Common
Area rentals and all concession and parking revenues) received
[or receivable if the Lessor is on an accrual accounting basis]
during such Fiscal Year (excepting Special Facility Bond
Revenues).
The unit thus arrived at shall be the Activity Fee rate per thousand
pounds of Approved Maximum Landing Weight payable by Lessee to Lessor for
such of Lessee's aircraft, or aircraft of its subsidiary, as have landed at
the Airport during the Fiscal Year for which such calculation is made.
The Activity Fee as herein established shall not be subject to further
adjustment except by agreement of the parties hereto or as provided in
Article III F.
2. LESSOR COVENANTS; CAPITAL EXPENDITURES:
(a) Lessor covenants:
(i) that it will provide efficient management and operation of
the Airport on the basis of sound business principles and that it will
not incur expense for Airport operation, maintenance and
administration in excess of the amounts reasonably and necessarily
required therefor.
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(ii) that it shall operate the Airport in a manner so as to
produce revenues from concessionaires, tenants, and users of a nature
and amount which would be produced by a reasonably prudent operator of
an airport.
(iii) That it will comply in all respects with the revenue
retention requirement in Section 511(a)(12) of the Airport and Airway
Improvement Act of 1982, as amended, now codified at 49 U.S.C. Section
47107(b). Commencing in Fiscal Year 1997, Lessor may include in O&M
Expenses for each Fiscal Year administrative charges not in excess of
$5 million, provided that the foregoing cap amount shall be escalated
each Fiscal Year, commencing in Fiscal Year 1998, by multiplying the
prior year's cap amount by a factor of one (1) plus the percentage
increase, if any, in the index of average hourly earnings for
production workers for manufacturing industries in the United States,
as published by the United States Department of Labor, Bureau of Labor
Statistics (or if this index is discontinued or otherwise becomes
unavailable to the public, the most nearly comparable index of such
average hourly earnings published by a recognized financial
institution, financial publication or university) during the most
recently ended 12-month period for which such index is available. The
annual administrative charges of $5 million shall pay for all services
provided directly or indirectly by any department, division or agency
of Lessor other than the Airport, or Central Communications to the
extent operated by the Airport, in the nature of administration and
legislative oversight, finance, budget, accounting, legal, payroll,
purchasing, personnel, information processing, imaging, planning and
development.
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Administrative charges shall not include (A) optional contracted
services by the Airport, such as landscaping, mowing, engineering
(design, construction, inspection and project management) and
mechanical, electrical and plumbing trade services to be performed
on Airport property, or (B) the payroll and fringe benefit costs for
the employee positions described in Exhibit B; provided that any
increase in such costs or the number of such positions above those
shown on Exhibit B must be approved by a majority in number of the
Signatory Airlines.
(iv) That it will utilize competitive bidding procedures for the
award of all maintenance and operation contracts and construction
contracts for the Airport.
(v) That all senior appointed Airport officials shall have
professional qualifications commensurate with the responsibilities of
the jobs to be performed by such officials.
(vi) That it will take all necessary actions to assure that the
personnel of Lessor, whose wages and benefits are included in
O&M Expenses, are actually performing work for the Airport as
represented by such inclusion.
(vii) That it will operate Willow Run Airport only as a
reliever airport for the Airport with no scheduled air carrier or
public charter passenger service.
Lessor and Lessee recognize that payment of the Activity Fee, as
herein provided, together with other funds, will result in an annual
surplus, because, among other things Ordinance 319 currently requires the
collection by Lessor
- 39 -
of rates and charges necessary to produce in each Fiscal Year revenues
that include 125% of the principal and interest due in such year on
Airport Revenue Bonds (exclusive of capitalized interest thereon) (the
excess 25% required to be collected is herein referred to as "Paid-in
Coverage"). Lessor covenants to utilize such surplus only for the
retirement of Airport Revenue Bonds or as follows:
(1) Fifty percent (50%) of the amount attributable to the Paid-in
Coverage, if any, on the Airport Revenue Bonds shall be deposited
into the Airline Equity Account and allocated among the Airline
Equity Subaccounts in accordance with the respective landed
weights of each Signatory Airline for the applicable period;
(2) Three Hundred Fifty Thousand Dollars ($350,000) shall be
deposited annually into the County Discretionary Fund;
(3) Fifty percent (50%) of the amount attributable to the Paid-in
Coverage, if any, on the Airport Revenue Bonds (less $350,000
annually) shall be deposited into the ACE Account;
(4) Deposits shall be made into the Subordinate Bond Reserve Account,
the Operation and Maintenance Reserve Fund and the Renewal and
Replacement Fund pursuant to the provisions of the Ordinance 319,
and into any other funds for similar purposes established
pursuant to other ordinances under which Bonds are issued;
(5) Amounts includible each Fiscal Year in the Revenue Requirement
pursuant to item (4) of the definition thereof in Article III
B.1. shall be deposited into the Airport Development Fund, to be
established
- 40 -
and held by Lessor for the purposes described in Article III
B.2.(c)(4) below; and
(b) Lessor may issue Bonds to finance the costs (including all reasonable
costs incidental to the issuance and sale of such bonds) of capital
projects and may include the debt service (including, among other things,
coverage requirements) on such Bonds in Lessee's fees hereunder only after
first receiving approval of a Weighted Majority.
Lessor may assign, in accordance with the Bond Ordinance and the terms
of this Agreement, certain of its interests in and pledge certain revenues
and receipts of the Airport as security for payment of the principal of,
premium, if any, and interest on Bonds. Except as set forth in the
preceding sentence and except for residential property acquired by the
Airport pursuant to the Airport's noise mitigation program, Lessor shall
not pledge, sell, convey, mortgage, encumber, assign or otherwise transfer
the Airport or any portion thereof during the term of this Agreement.
(c) The following limitations shall apply to expenditures from the below-
described funds and accounts:
(1) EXPENDITURES TO BE MADE FROM THE COUNTY DISCRETIONARY FUND.
Lessor may make expenditures from the County Discretionary Fund
without approval by the air carriers for any lawful Airport-system
purpose, except that expenditures for Willow Run Airport shall only be
made if Lessor is in compliance with its covenant in Article III
B.2.(a)(vii).
(2) CAPITAL EXPENDITURES TO BE MADE FROM THE ACE ACCOUNT.
- 41 -
If Lessor proposes to make a capital expenditure from the ACE Account
it shall be subject to the approval of the air carriers if such
capital expenditure is greater than Fifty Thousand dollars ($50,000).
Such approval shall be deemed given unless within thirty (30) days
after receipt of Lessor's proposal to make such expenditure Lessor is
notified by a Majority-in-Interest of the air carriers, as hereinafter
defined, that such expenditure is disapproved, such notification to
contain specific reasons and grounds therefor.
(3) EXPENDITURES TO BE MADE FROM THE AIRLINE EQUITY SUBACCOUNTS.
Each Signatory Airline may choose to use any amounts deposited into
its Airline Equity Subaccount for any of the following purposes:
(i) as a direct credit against Activity Fees payable by it;
(ii) for capital expenditures at the Airport; or
(iii) to service Special Facility Revenue Bond debt for
capital improvements at the Airport.
(4) EXPENDITURES TO BE MADE FROM AIRPORT DEVELOPMENT FUND.
Lessor may make capital expenditures from the Airport Development Fund
without approval by the air carriers for any lawful Airport-system
related purpose, provided that Lessor shall not pledge the Airport
Development Fund as security for any Bond or other debt of Lessor
without approval of a Majority-in-Interest of the air carriers; and
provided, further, that capital expenditures for Willow Run Airport
shall only be made if Lessor is in compliance with its covenant in
Article III B.2.(a)(vii).
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(d) In order to permit Lessor to issue Bonds in compliance with applicable
securities laws, Lessee agrees that upon the request of Lessor, Lessee
shall provide to Lessor such information with respect to Lessee as Lessor
deems reasonably necessary in order for Lessor to issue Bonds in compliance
with the requirements of rule 15c-2(12) of the Securities and Exchange
Commission.
C. ADJUSTMENT OF RENTAL FEES: For the purposes of this Agreement, and in
order to compute any adjustment of rentals or fees due after the effective
date hereof, the five-year period ending August 31, 1998, shall be regarded
as the "first five-year period".
The Rental Fees shall be subject to adjustment effective September 1,
1998, and on September 1 of each successive five year period thereafter as
follows:
In fixing the Rental Fees for the second five-year period, if the
average hourly earnings for production workers for manufacturing industries
in the United States, as published by the Bureau of Labor Statistics of the
United States Department of Labor (or if this index is no longer published,
then the most nearly comparable published index of such average hourly
earnings) on the first day of the month in which the second five-year
period commences is greater than or less than such average hourly wage rate
as published by the said Bureau of Statistics on September 1, 1993, then
the percentage of increase over or decrease under the average hourly wage
rate so published on the first day of September, 1993, shall be determined,
and the Rental Fees adjusted by increasing or decreasing the same, as the
case may be, by the percentage so determined, and such adjusted Rental Fees
shall apply during the said second
- 43 -
five-year period, provided only that no such adjustment shall increase or
decrease such Rental Fees more than ten percent (10%) for the second
five-year period compared with the Rental Fees applicable during the first
five-year period.
Each subsequent five-year adjustment at the beginning of each
succeeding five-year period shall be computed in the same manner (and shall
be subject to the same ten percent (10%) limitation of adjustment) except
that the average hourly wage rates used upon such subsequent adjustments
shall be those so published on the first day of the month in which such
current five-year period commenced and first day of the month in which the
next ensuing five-year period commences, which adjustments shall be based
upon and applied to the Rental Fees for the preceding five year period.
D. CHARGES FOR ELECTRICAL CURRENT: Lessee shall pay to Lessor for Lessee's
use and occupancy of Exclusive Areas and Common Areas under this agreement,
a charge for electrical current furnished by Lessor to each such area, said
charge to be computed as follows:
(1) In metered areas at a rate not exceeding that which Lessee would
have to pay if it established the same demand and took the same
quantity directly from the public utility supplying electrical
current to the Airport, and
(2) In unmetered areas at a rate per square foot of occupied space as
established by an electrical consultant appointed by Lessor. In
the event the parties hereto shall be unable to agree on the
aforementioned charges, the controversy shall be subject to
- 44 -
arbitration in the manner provided in Article XVII of this
Agreement.
(3) In Common Areas the electrical current charge shall be shared
with the other common users, 20% equally and 80% to be allocated
on the basis of enplaned passengers.
E. CHARGES FOR WATER AND SEWERAGE FACILITIES: Lessor shall charge Lessee for
water and sewerage facilities supplied Lessee's Exclusive Areas and the
amount of such charge shall be subject to future agreement of the parties
hereto. In the event the parties hereto shall be unable to agree on such
amount, the controversy shall be subject to arbitration in the manner
provided in Article XVII of this Agreement.
F. CONTINUING RENTAL OBLIGATION
1. Should any scheduled air carrier, including Lessee, having an
agreement with Lessor substantially similar to the Basic Agreement or
this Agreement, terminate its operations at the Airport by reason of
the loss of its operating authority to serve the Detroit Metropolitan
Area and exercise the right of cancellation provided for in such case
in Article XV of the Basic Agreement or this Agreement, its continued
obligation to pay to Lessor charges thereafter due under the Basic
Agreement or this Agreement, including space rentals and Activity
Fees, shall, subject to the provisions of the paragraph next
following, thereupon terminate. Payment of Rentals and Activity Fees
thereafter required shall be the responsibility of such of the other
aforesaid scheduled air carriers which
- 45 -
continue to provide air transportation service to the Detroit
Metropolitan Area.
Should (a) all such aforesaid air carriers lose their operating
authority to serve the Detroit Metropolitan Area, or (b) should Lessor
fail to maintain the necessary certifications required to permit
scheduled air carrier operations at the Airport, and ALL of such air
carriers exercise the right of cancellation provided for in either
event in said Article XV, the obligation to pay such aforesaid charges
shall terminate subject, however, to the following condition. Upon
such termination all such aforesaid carriers then operating at the
Airport (including Lessee if such be the case) shall be obligated, to
the extent hereinafter required, to pay annually, or in such
installments as Lessor may require, an amount not in excess of three
hundred percent (300%) of their respective annual rentals (calculated
in the manner set forth in paragraph 2 below) payable at that time for
terminal building space at the Airport (whether leased under the Basic
Agreement, this Agreement or otherwise) for the purpose of providing
funds to be applied to debt service (exclusive of any additional
coverage) on the then outstanding issues of Bonds. Payments required
of such carriers shall be assessed against each of them in a uniform
manner per square foot leased and shall be diminished pro rata to the
extent that Airport revenues or capital funds are realized from other
sources and are available for application to the debt service on the
said bonds as provided for in Subparagraph 3 below.
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2. For the purpose of calculating payments which such carriers may be
obligated to make, Lessor shall first determine the average annual
rental rate per square foot paid for such terminal building space by
all such carriers by dividing their total annual rentals for such
space by the total square footage of the space. The square footage
leased by each carrier shall then be multiplied by such average rate
in order to obtain an annual rental of each such carrier for the
purpose of establishing the three hundred percent (300%) maximum
annual limitation.
3. In the event Lessor fails to maintain the necessary certifications
required to permit scheduled air carrier operations at the Airport and
thereafter operates the Airport for other purposes, any revenues
earned as a result shall, after providing for necessary operating and
maintenance expenses, be first applied each year to such debt service
requirements before requiring payments by the carriers pursuant to
paragraph (1) above. In the foregoing circumstances and as long as
any of the aforesaid Bonds are outstanding, Lessor shall use its best
efforts to operate or lease the Airport properties so as to produce
sufficient revenues to satisfy the requirements of the aforesaid
Bonds. If under such circumstances the Airport properties or portion
thereof are sold by Lessor, the proceeds of such sale(s) shall first
be used (or set aside) and be applied to current and future debt
service requirements or to retire the aforesaid Bonds before requiring
payments by the carriers pursuant to subparagraph 1 above.
- 47 -
G. FACILITIES USE FEES - INTERNATIONAL TERMINAL BLDG. #520:
For each use by Lessee of International Terminal Building 520, Lessee
shall pay to Lessor a facilities use fee in accordance with the then
current fee schedule adopted and promulgated by Lessor. The amount of such
facilities use fee shall be computed by Lessor in accordance with criteria
established by the Detroit Airline Airport Affairs Committee, formerly
known as the Detroit Airline Properties Committee, and approved by Lessor.
Lessor covenants to use its best efforts to charge users of revenue
producing improvements constructed with the proceeds of the above-described
bonds an adequate and sufficient amount of rental and/or other charges to
make such improvements self-sustaining and to cover a pro rata share of
debt service, maintenance and operation and other such improvement
expenses, it being the intent of the parties hereto to provide that those
who benefit from the use of such improvements should bear the cost thereof
to the extent possible.
Lessor agrees to establish and maintain a schedule of rates and
charges for all users of the Airport other than Lessee, except where
precluded by contracts in effect on the date hereof, whereby the Activity
Fee Schedule shall be at least equal for equivalent landed weight to those
fees payable by Lessee hereunder. Lessor also pledges its best efforts to
attempt to secure the maximum amounts of grants-in-aid available under any
federal, state or local program.
- 48 -
H. PAYMENT OF RENTALS AND ACTIVITY FEES
1. INFORMATION ON LESSEE OPERATIONS:
(a) Not earlier than 120 days nor later than 90 days prior to the
last day of each Fiscal Year, Lessee shall furnish Lessor with an
estimate for the next ensuing Fiscal Year of (i) the total Approved
Maximum Landing Weight of all aircraft to be landed at the Airport by
Lessee, (ii) the total number of enplaned domestic and international
passengers and deplaned domestic and international passengers of
Lessee, and (iii) the total number of arriving and departing domestic
and international flights of Lessee.
(b) Lessee shall, no later than the 20th day of each calendar month,
transmit to Lessor a report, certified by Lessee, setting forth (i)
the actual number of Lessee's enplaned passengers and deplaned
passengers for the preceding calendar month, (ii) the actual aggregate
Approved Maximum Landing Weight for all aircraft operated by Lessee
and landed at the Airport during the preceding calendar month, and
(iii) the actual number of Lessee's arriving and departing domestic
and international flights for the preceding month.
2. PROJECTION OF RENTALS AND ACTIVITY FEES: Not later than 60 days prior
to the end of each Fiscal Year, Lessor shall furnish Lessee with a projection
for the next ensuing Fiscal Year (the "Projection") of the rentals to be paid
hereunder, and the Activity Fee rate per thousand pounds of Approved Maximum
Landing Weight. Such Projection will include Lessor's proposed Airport budget,
and shall set forth a calculation of the Activity Fee (including all sources of
revenue and all expenses) for the next ensuing Fiscal Year, together with other
information relevant thereto reasonably
- 49 -
requested by Lessee. Lessor shall give due consideration to any suggestions
and comments made by Lessee with respect to the Projection. The Projection,
as revised by Lessor after considering Lessee's suggestions and comments,
shall be the basis for computing Lessee's rentals and Activity Fees for the
next ensuing Fiscal Year unless and until otherwise revised pursuant to
paragraph 4 below.
3. PAYMENT OF RENTALS AND ACTIVITY FEES:
(a) Lessor shall, following the end of each calendar month, transmit
to Lessee a statement of the rentals, fees and charges, other than the
Activity Fees, incurred by Lessee during said month, and the same
shall be paid by Lessee within fifteen days after receipt of such
statement.
(b) Not later than the 20th day of each calendar month of each Fiscal
Year, Lessee shall pay Lessor, without demand or invoice, an amount
equal to Lessee's aggregate Activity Fees for the preceding calendar
month, calculated by multiplying the total Approved Maximum Landing
Weight for aircraft landed by Lessee at the Airport during the
preceding calendar month by the Activity Fee rate for such Fiscal
Year, computed in accordance with Article III.B.1., and based on the
Projection, as such projection may have been revised pursuant to
paragraph 4 below.
4. ADJUSTMENT OF RENTALS AND ACTIVITY FEES: Not later than the 150th day
of each Fiscal Year, Lessor shall furnish Lessee with a revised Projection (the
"Mid-Year Projection"), which shall reflect the most recently available
information with regard to the amounts actually incurred or realized during such
Fiscal Year for Bond Debt Service, O&M Expenses, and the Revenue Requirement,
together with the most recently available information with regard to rentals and
Activity Fees actually received
- 50 -
by Lessor. Lessor shall give due consideration to any suggestions and
comments made by Lessee with respect to the Mid-Year Projection. If the
Mid-Year Projection, as revised by Lessor after considering Lessor's
suggestions and comments, indicates that aggregate payments of rentals and
Activity Fees, at the then-existing rates would result in an overpayment or
underpayment of the aggregate amount required to be generated by Lessor
through rentals and Activity Fees, Lessor shall revise the Projection and
adjust the rates set forth therein for such Fiscal Year to conform to the
Mid-Year Projection.
5. PRELIMINARY ANNUAL SETTLEMENT AND FINAL AUDIT:
(a) Within 60 days after the end of each Fiscal Year, Lessor will
furnish Lessee with a preliminary report, containing a preliminary
calculation, based on actual data, in accordance with this Agreement,
of Rentals and Activity Fees estimated to be chargeable to Lessee for
the preceding Fiscal Year, and setting forth the amounts actually paid
by Lessee for such period. If such report indicates that the
aggregate of such fees and charges actually paid by Lessee were
greater than the aggregate amounts chargeable to Lessee, then within
90 days after the end of such Fiscal Year Lessor shall refund 80% of
any such estimated excess to Lessee. If such report indicates that
the aggregate of such fees and charges paid by Lessee were less than
the amounts chargeable to Lessee, then within 90 days after the end of
such Fiscal Year Lessee shall pay to Lessor 80% of the amount of any
such estimated deficiency. Interest shall accrue at
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a rate of 7% per annum, and be payable by Lessee in cash, on any
portion of any deficiency not paid by Lessee when due. Interest
shall accrue at a rate of 7% per annum, and be payable by Lessor,
through a reduction in the amount of Lessor's administrative costs
includible in O&M Expenses for the then Fiscal Year pursuant to
Article III.B.2.(a)(iii), on any portion of any excess not refunded
to Lessee when due.
(b) By the 180th day of each Fiscal Year, Lessor shall furnish to
Lessee a copy of an annual audit report prepared by a nationally
recognized accounting firm, covering the operation of the Airport for
the preceding Fiscal Year (the "Final Audit"). Lessor shall prepare a
calculation, based on the Final Audit, in accordance with this
Agreement, of all rentals and Activity Fees chargeable to Lessee for
the preceding Fiscal Year, and setting forth the amounts actually paid
by Lessee for such period, taking into account all payments and
refunds pursuant to paragraph 5.(a) above. If aggregate rentals and
Activity Fees actually paid by Lessee were greater than the aggregate
amount chargeable, then within 30 days after delivery of the Final
Audit Lessor shall refund the amount of such overpayment to Lessee.
If aggregate rentals and Activity Fees actually paid by Lessee were
less than the aggregate amount chargeable to Lessee, then within 30
days after receipt of the Final Audit Lessee shall pay to Lessor the
amount of any such deficiency. The amount of Lessor's administrative
costs includible in O&M Expenses for the then Fiscal Year shall be
reduced by $50,000 for each month that delivery of the Final Audit to
Lessee is delayed beyond the 180th day of such Fiscal Year.
(c) The payment by Lessee of any fees and charges hereunder and the
acceptance by Lessor thereof for any Fiscal Year, shall not preclude
either
- 52 -
Lessee or Lessor from questioning, within a period of one (1)
year from the date of receipt by Lessee of the Final Audit for such
Fiscal Year, the accuracy of any report or statement on the basis of
which such payment was made, or preclude Lessor from making any claim
against Lessee for any additional amount payable by Lessee, or
preclude Lessee from making any claim against Lessor for the return of
any excess amount paid by Lessee.
ARTICLE IV
CONSTRUCTION BY LESSOR
[Intentionally Omitted]
ARTICLE V
CONSTRUCTION, MAINTENANCE, REPAIR
AND OPERATION BY LESSEE
Lessee may construct or install at its own expense any equipment,
improvements and facilities, and any additions thereto, upon all or any part of
the premises hereunder leased to Lessee for its exclusive use or preferential
use and may construct or install at its own expense, any equipment, improvements
and facilities authorized under Article I hereof upon any Airport property not
leased to Lessee for its exclusive use or preferential use at such locations as
may be approved by Lessor. Plans and specifications of any proposed
construction or installation of improvements and facilities (including any
substantial alteration or addition thereto) shall be submitted to and receive
the prior approval of Lessor. Lessor shall have the right to refuse approval of
such plans and specifications if the external appearance of such improvements
and
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facilities does not meet Lessor's reasonable requirements for substantial
uniformity of appearance of improvements and facilities on the Airport, or, if
the type or time of construction or installation, or the location thereof does
not meet Lessor's reasonable requirements for safe use of the Airport and
appurtenances by other authorized persons. Lessor may, at its own cost, inspect
any such construction or installation.
Lessee shall keep and maintain all premises hereunder leased to Lessee for
its exclusive use or preferential use and all such improvements and facilities
and additions thereto, whether constructed or installed by it upon premises
hereunder leased to it for its exclusive use or preferential use or upon Airport
property not leased to it for its exclusive use or preferential use, in good
condition and repair, reasonable wear and tear excepted, and damage by fire or
other casualty excepted. Lessee shall not be liable for the repair or
restoration of damage to premises hereunder leased where such damage results
from fire, structural defect, or other casualty for which Lessor has obtained
and there is in effect adequate insurance protection covering such fire or other
casualty. No restriction shall be placed upon Lessee as to the architects,
builders or contractors who may be employed by it in connection with any
construction, installation, alteration, repair or maintenance or any such
equipment, improvements, facilities and additions.
Lessee shall keep such premises leased to Lessee for its exclusive use or
preferential use in a sanitary and sightly condition, and shall provide all
necessary janitor services with respect thereto.
In the event that Lessee fails to perform for a period of thirty days after
written notice from Lessor so to do, any obligation required by this Article V
to be performed by Lessee at Lessee's cost, or fails to correct any construction
or installation by it of any equipment, improvements or facilities not completed
in accordance with the plans and
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specifications approved by Lessor within thirty days of Lessor's notice to
Lessee of a deviation from such plans and specifications and request for
appropriate changes in such construction and installation, Lessor, upon the
expiration of such thirty day period, may, but shall not be obligated to,
enter upon the premises involved and perform such obligation of Lessee,
charging Lessee the reasonable cost and expense thereof, and Lessee agrees to
pay Lessor such charge in addition to any other amounts payable by Lessee
hereunder; provided, however, that if Lessee's failure to perform any such
obligation adversely affects or endangers the health or safety of the public
or of employees of Lessor, and if Lessor so states in its aforesaid notice to
Lessee, Lessor may but shall not be obligated to perform such obligation of
Lessee at any time after the giving of such notice and without awaiting the
expiration of said thirty day period, and charge to Lessee, and Lessee shall
pay, as aforesaid, the reasonable cost and expense of such performance. If
Lessor shall perform any of Lessee's obligations in accordance with the
provisions of this section, Lessor shall not be liable to Lessee for any loss
of revenues to Lessee resulting from such performance.
ARTICLE VI
RIGHT OF ENTRY BY LESSOR
Lessor may enter upon the premises now or hereafter leased exclusively or
preferentially to Lessee hereunder at any reasonable time for any purpose
necessary, incidental to, or connected with the performance of its obligations
hereunder, in the exercise of its governmental functions, or in the event of any
emergency.
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ARTICLE VII
MAINTENANCE, OPERATION AND REPAIR BY LESSOR
Lessor shall operate, maintain and keep in good repair the areas and
facilities described in Article I hereof. Lessor shall keep the Airport free
from obstruction, including, without limitation, the clearing and removal of
snow, vegetation, stones and other foreign matter from the runways, taxiways,
and loading areas and areas immediately adjacent to such runways, taxiways and
loading areas, as may be reasonably necessary for the safe, convenient and
proper use of the Airport by Lessee, and shall maintain and operate the Airport
in all respects in a manner at least equal to the highest standards or ratings
issued by the FAA for airports of similar size and character and in accordance
with all rules and regulations of the FAA.
Lessor shall operate and maintain, and keep in good, sanitary and sightly
condition and repair, the Terminal Buildings (except for the premises therein
leased to Lessee or others for its or their exclusive use) and all additions,
improvements, facilities and equipment now or hereafter provided by Lessor at or
in connection with the [new Terminal Building], excepting any improvements,
facilities and equipment constructed or installed by Lessee, either individually
or jointly with others; provided, however, that Lessor shall be responsible for
all structural and roof repairs to all areas of the Terminal Buildings and any
additions thereto.
Lessor, at its cost, shall keep the Common Areas in the Terminal Buildings
adequately and attractively supplied, equipped, furnished and decorated and
shall operate and maintain adequate directional signs in said Common Areas,
including without limitation, signs, indicating the location of all public
restaurants, rest rooms, newsstand, post offices, telegraph offices, baggage
counters and check rooms, and all
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other facilities for passenger or public use in the Terminal Buildings or
elsewhere on the Airport.
Lessor, at its cost, shall provide and supply adequate heat to and air
conditioning for the premises hereunder leased to Lessee for its exclusive use
or for its use in common with others, and shall provide reasonable illumination
and drinking water in the public and passenger space in the Terminal Buildings
and, except as otherwise provided herein, for the areas and facilities adjacent
thereto respecting which Lessee is given a non-exclusive use hereunder. Lessor,
at its cost, shall also provide adequate lighting for the vehicular parking
spaces and adequate field lighting on and for the Airport, including, without
limiting the generality hereof, boundary lights, landing lights, flood lights
and beacons. Lessor, at its cost, shall also provide all janitor services and
other cleaners necessary to keep the Common Areas of the Terminal Buildings, and
areas adjacent thereto, the vehicular parking spaces and the landing field of
the Airport at all times clean, neat, orderly, sanitary and presentable.
Lessor, at its expense, shall take such measures, as are required by the
circumstances, to avoid and eliminate any unreasonable congestion and
obstruction which may from time to time occur with respect to passengers use of
and access to ticket counter areas, the lobby, passenger lounges, waiting rooms,
hallways, entrances and exits and other public and passenger conveniences in or
appurtenant to the Terminal Buildings. In furtherance thereof, Lessor, in
authorizing or permitting the use of space in the aforesaid areas of the
Terminal Buildings by concessionaires, shall at all times retain or provide
sufficient space in said areas for reasonably uncontested and unobstructed use
thereof by passengers.
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Lessor shall provide adequate guards, at such times as may be required by
the circumstances, at all parts of the Airport which Lessee is entitled to use
in common with others.
In the event that Lessor fails to perform for a period of thirty days after
written notice from Lessee so to do, any obligation required by this Article VII
to be performed by Lessor at Lessor's cost, Lessee, upon the expiration of such
thirty day period, may but shall not be obligated to perform such obligation of
Lessor and deduct the reasonable cost to Lessee of performing such obligation
from any rentals, fees or charges subsequently becoming due from Lessee to
Lessor under this Agreement; provided, however, that if Lessor's failure to
perform any such obligation adversely affects or endangers the health or safety
of Lessee or of any of any of its employees, agents, passengers, guests,
patrons, invitees, or its or their suppliers of materials or furnishers of
service or any of its or their property, and if Lessee so states in its
aforesaid notice to Lessor, Lessee may but shall not be obligated to perform
such obligation of Lessor at any time after the giving of said notice and
without awaiting the expiration of said thirty day period, and Lessee may deduct
its reasonable costs of performance thereof from any rentals, fees or charges as
aforesaid.
Lessor shall have the right to relocate at its own cost any equipment,
improvements and facilities constructed or installed by Lessee upon the Airport
property not leased hereunder to Lessee for its exclusive use pursuant to
authorization therefor under Article I hereof; provided, however, that such
relocation shall be performed in such a manner and at such times as are
calculated to reduce to the minimum possible under the circumstances any
interference with Lessee's operations at the Airport, and that the relocated
equipment, improvements and facilities shall,
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when completed, be commensurate with the equipment, improvements and
facilities existing prior to such relocation.
ARTICLE VIII
UTILITY SERVICES
Lessor shall, directly or by arrangement with appropriate utility companies
or suppliers, supply Lessee with electrical current, gas, water and sewerage
facilities, and shall charge Lessee for such utility services at rates not
exceeding those which Lessee would have to pay if it established the same demand
and took the same quantity directly from such utility companies or suppliers.
Lessor shall also supply electrical current to the ramp areas to be used by
Lessee in common with others and shall charge Lessee its appropriate share of
such electrical current at the rates hereinabove specified, which share shall be
prorated in accordance with Lessee's preferential use of gate positions.
Lessor, without expense to Lessee, shall bring or cause to be brought to
the take-off points upon the premises hereunder leased to Lessee for its use,
either exclusively or in common with others, adequate electricity, gas, water,
sewerage and telephone facilities for Lessee's use and shall be responsible for
all necessary excavation, construction, materials, operation and maintenance of
and for all mains, pipes, conduits, cables, wiring, sewers and other equipment
required to so provide such services in a manner adequate to supply Lessee's
needs therefor under conditions from time to time prevailing, and Lessee,
without expense to Lessor, shall have the right to make connections thereto and
therewith. Without limiting the generality of the foregoing, Lessor in
providing water facilities shall, without expense to Lessee, provide pipes,
mains and other equipment adequate in size and quality to supply water in
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sufficient quantity and of sufficient pressure for such sprinkler systems as
have been or may from time to time be installed in the Terminal Buildings,
additions or improvements thereto.
ARTICLE IX
SPACE FOR UNITED STATES WEATHER BUREAU, POSTAL SERVICE,
FEDERAL AVIATION ADMINISTRATION, AND EXPRESS AGENCIES
Lessor shall, upon request of such persons or governmental or express
agencies make available reasonable and convenient space and facilities at the
Airport for the use of the United States Postal Service, or any person required
to use such space by regulations thereof, and for the use of an express agency
or agencies at a reasonable rental charge to such persons, governmental agency
and express agencies; and Lessor shall in like manner make available reasonable
and convenient space and facilities at the Airport for the use of the United
States Weather Bureau and Federal Aviation Administration.
ARTICLE X
RESTAURANT
Lessor agrees to provide space in the Terminal Buildings for a restaurant
to be maintained and operated in a first-class manner by the Airport food
concessionaire.
Irrespective of whether Lessor shall have made provision for such
facilities in accordance with this Article, and any other provision of this
Agreement to the contrary notwithstanding, Lessee shall have the right to
operate directly or through a designee, assignee or sub-lessee, private club
facilities within such appropriate space leased to it in the Terminal Buildings
for such purposes, which club facilities shall be authorized to serve food and
beverages; provided, however, food and beverages served in such
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private club facilities, will be obtained by Lessee from the Airport food
concessionaire to the extent that same are available for purchase from said
Airport food concessionaire.
ARTICLE XI
RULES AND REGULATIONS
Lessor shall adopt and enforce reasonable rules and regulations and any
reasonable amendments thereto, with respect to the use of the Airport, which
shall provide for the safety of those using the Airport and Lessee agrees to
observe and obey the same; provided, that such rules and regulations shall be
consistent with safety and with rules, regulations and orders of the FAA with
respect to aircraft operations at the Airport; and provided further, that such
rules and regulations shall not be inconsistent with the procedures prescribed
or approved from time to time by the FAA with respect to the operation of
Lessee's aircraft at the Airport. Lessee shall be given notice of all
amendments to rules and regulations as are from time to time adopted by Lessor
and no such amendment shall be effective as to Lessee until thirty (30) days
after the date of such notice unless Lessor states in said notice that the
amendment is of an emergency nature, in which case the amendment shall be
immediately effective.
ARTICLE XII
CONTROL OF RATES, FARES OR CHARGES
Lessor shall have no control whatsoever over the rates or charges that
Lessee may prescribe for any of its services to, from, through or at the
Airport, or between the Airport and Lessee's ticket offices or other stopping
places in the City of Detroit or the County of Xxxxx, or elsewhere, nor shall
Lessor, except to the extent reasonably necessary to prevent physical damage or
injuries to persons or property at the Airport, in any manner whatsoever,
control the type, design, style, figuration, weight, allowable
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loads, specifications or means of propulsion of, or use of space on, the
aircraft Lessee may operate to and from said Airport, or the point of origin
or destination of flights operated by Lessee to or from the Airport.
ARTICLE XIII
DAMAGE OR DESTRUCTION OF PREMISES
Notwithstanding the provisions of Article V as to maintenance and repair of
premises by Lessee, if the Terminal Buildings shall be partially damaged by
fire, the elements, the public enemy or other casualty but not rendered
untenantable, the same shall be repaired with due diligence by Lessor at its own
cost and expense. In case the Terminal Buildings are so damaged or destroyed by
fire, the elements, the public enemy or other casualty, that it will or does
become untenantable, the said buildings shall be repaired, reconstructed or
restored as the case may be, with due diligence by Lessor at its own cost and
expense, and the rent payable hereunder with respect to Lessee's exclusive space
or preferential space in said buildings shall be paid up to the time of such
damage or destruction and shall thenceforth xxxxx until such time as the said
buildings shall be made tenantable.
In the event that the Airport or any other premises herein leased are
rendered untenantable or unusable because of the condition thereof, there shall
be a reasonable and proportionate abatement of the rentals, fees and charges
provided for herein during the period that the same are so untenantable or
unusable.
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ARTICLE XIV
CANCELLATION BY LESSOR
Lessor may cancel this Agreement by giving Lessee sixty (60) days advance
written notice to be served as hereinafter provided, upon or after the happening
of any one of the following events:
(a) The filing by Lessee of a voluntary petition in bankruptcy;
(b) The institution of proceedings in bankruptcy against Lessee and the
adjudication of Lessee as a bankrupt pursuant to such proceedings if such
adjudication shall remain unvacated or unstayed for a period of at least sixty
(60) days;
(c) The taking by a court of competent jurisdiction of Lessee and its
assets pursuant to proceedings brought under the provisions of any Federal
reorganization act if the judgment of such court shall remain unvacated or
unstayed for a period of at least sixty (60) days;
(d) The appointment of a receiver of Lessee's assets if such appointment
by a court of competent jurisdiction shall remain unvacated or unstayed for a
period of at least sixty (60) days;
(e) The divestiture of Lessee's estate herein by other operation of law;
(f) The abandonment by Lessee of its conduct of Air Transportation at the
Airport;
(g) If the Lessee shall be prevented for a period of sixty (60) days
(after exhausting or abandoning all appeals) by any action of any governmental
authority, board, agency or officer having jurisdiction thereof from conducting
Air Transportation at the Airport unless it is so prevented from conducting Air
Transportation, either (1) by reason of the United States or any agency thereof
acting directly or indirectly, taking
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possession of and operating, in whole or in substantial part, the premises
and space leased or operated by the Lessee, or premises required for the
actual operation of Lessee's aircraft to and from the Airport, or (2) if all
or a substantial part of the premises and space leased by the Lessee shall be
acquired in the manner described in Article XXIV hereof;
(h) The default by Lessee in the performance of any covenant or agreement
herein required to be performed by Lessee and the failure of Lessee to remedy
such default for a period of sixty (60) days after receipt from Lessor of
written notice to remedy the same; provided, however, that no notice of
cancellation, as above provided, shall be of any force or effect if Lessee shall
have remedied the default prior to receipt of Lessor's notice of cancellation;
Notwithstanding anything to the contrary herein contained, Lessor shall not
have the right to cancel, or give notice of cancellation of, this Agreement
solely by reason of Lessee's failure or refusal to pay any part of the rentals,
fees or charges provided for in this Agreement if, within sixty (60) days after
such failure or refusal, Lessee shall have given to Lessor a written notice
stating that Lessee in good faith predicates such failure or refusal upon either
or both of the following: (a) Any provision of this Agreement granting to Lessee
in specified events a reduction in or abatement of any rentals, fees or charges
payable by Lessee to Lessor hereunder, or (b) Any provision of this Agreement
authorizing Lessee in specified events to deduct from any such rentals, fees or
charges, the reasonable cost to Lessee of performing any obligation or
obligations required by this Agreement to be performed by Lessor.
No waiver or default by Lessor of any of the terms, covenants or conditions
hereof to be performed, kept and observed by Lessee shall be construed to be or
act as
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a waiver of any subsequent default of any of the terms, covenants and
conditions herein contained to be performed, kept and observed by Lessee.
The acceptance of rental by Lessor for any period or periods after a default
of any of the terms, covenants and conditions herein contained to be
performed, kept and observed by Lessee, shall not be deemed a waiver of any
right on the part of Lessor to cancel this Agreement for failure by Lessee to
so perform, keep or observe any of the terms, covenants or conditions of this
Agreement.
ARTICLE XV
CANCELLATION BY LESSEE
Lessee, in addition to any other right of cancellation herein given to
Lessee or any other rights to which Lessee may be entitled by law or otherwise,
may, so long as Lessee is not in default in any payments to Lessor hereunder,
cancel this Agreement by giving Lessor sixty (60) days advance written notice to
be served as hereinafter provided, upon or after the happening of any one of the
following events:
(a) The failure or refusal, for reasons beyond the control of Lessee, of
the FAA, at any time during the term of this Agreement or any renewal thereof,
to permit Lessee to operate into or from the Airport with any type of aircraft
which Lessee may be licensed to operate into or from other airports of like size
and character, and which Lessee may reasonably desire to operate into or from
the Airport;
(b) Issuance by any court of competent jurisdiction of an injunction in
any way substantially preventing or restraining the use of the Airport or any
part thereof necessary for Lessee's operations, and the remaining in force of
such injunction for a period of at least sixty (60) days at least after Lessor
has exhausted or abandoned all appeals;
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(c) The inability of Lessee due to circumstances beyond its control to
use, for a period in excess of ninety (90) days, the Airport or to exercise any
rights and privileges granted to Lessee hereunder and necessary to its
operations because of any law or ordinance, or because of any order, rule,
regulation or other action or any non-action of the FAA or any other
governmental authority, or, because of earthquake, other casualty (excepting
fire) or because of Acts of God or the public enemy;
(d) The default by Lessor in the performance of any covenant or agreement
herein required to be performed by Lessor and the failure of Lessor to remedy
such default for a period of ninety (90) days after receipt from Lessee of
written notice to remedy the same; provided, however, that no notice of
cancellation, as above provided, shall be of any force or effect if Lessor shall
have remedied the default prior to receipt of Lessee's notice of cancellation.
Lessee's performance of all or any part of this Agreement for or during any
period or periods after a default of any of the terms, covenants and conditions
herein contained to be performed, kept and observed by Lessor, shall not be
deemed a waiver of any right on the part of Lessee to cancel this Agreement for
failure by Lessor so to perform, keep or otherwise observe any of the terms,
covenants, or conditions hereof to be performed, kept and observed by Lessor, or
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.
ARTICLE XVI
SUSPENSION AND ABATEMENT
In the event that Lessor's operation of the Airport or Lessee's operation
at the Airport should be restricted substantially by action of any court of
competent
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jurisdiction or by action of the federal government or any agency thereof, or
by action of the State of Michigan or any agency thereof, then either party
hereto shall have the right, upon written notice to the other, to a
suspension of this Agreement and an abatement of a just proportion of the
services and facilities to be afforded hereunder, or a just proportion of the
payments to become due hereunder, from the time of such notice until such
restriction shall have been remedied and normal operations restored.
Ascertainment of all matters under this Article shall be determined by
agreement or by arbitration as provided in Article XVII hereof.
ARTICLE XVII
ARBITRATION
If any controversy or claim should arise out of, under, or relating to, the
provisions of Articles III or XVI of this Agreement, then either party may by
notice in writing to the other, submit the controversy or claim to arbitration.
The party desiring such arbitration shall give written notice to that effect to
the other party, specifying in said notice the name and address of the person
designated to act as arbitrator on its behalf. Within fifteen (15) days after
the service of such notice, the other party shall give written notice to the
first party specifying the name and address of the person designated to act as
arbitrator on its behalf. The arbitrators thus appointed shall appoint a third
disinterested person of recognized competence in such field, and such three
arbitrators shall as promptly as possible determine the controversy or claim.
If the two arbitrators appointed by the parties shall be unable to agree
upon the appointment of a third arbitrator within fifteen (15) days after the
appointment of the second arbitrator, then within fifteen (15) days thereafter
either of the parties upon written notice to the other party, on behalf of both,
may request the appointment of a
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disinterested person of recognized competence in the field involved as the
third arbitrator by the then chief judge of the United States District Court
for the Eastern District of Michigan, Southern Division, or upon his failure,
refusal or inability to act, may request such appointment by the then
miscellaneous presiding judge of the Circuit Court (Third Judicial Circuit)
of the State of Michigan, County of Xxxxx, or, upon his failure, refusal or
inability to act, may apply to the Circuit Court (Third Judicial Circuit) of
the State of Michigan, County of Xxxxx for the appointment of such third
arbitrator, and the other party shall not raise any question as to the
court's full power and jurisdiction to entertain the application and make the
appointment. If none of the parties shall so request such appointment of a
third arbitrator within fifteen (15) days after the expiration of the period
within which the two arbitrators are to appoint a third arbitrator as
hereinabove provided, the rights of each party to arbitrate the matter shall
be deemed to have been waived and either of the parties may proceed to
enforce whatever remedies, legal or otherwise, it may otherwise have.
The decision in which any two of the three arbitrators so appointed and
acting hereunder concur shall in all cases be binding and conclusive upon the
parties. Each party shall pay the fees and expense of the arbitrator appointed
by such party and one-half of the other expense of the arbitration properly
incurred hereunder.
Each of the parties hereto agree that if, in the opinion of the other
party, any separate agreement is required by law in order to effectuate or
enforce the arbitration provisions hereinabove contained, it will execute such
separate agreement provided that the same is not inconsistent with the terms and
provisions of this Agreement.
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ARTICLE XVIII
INDEMNITY
Lessee agrees to indemnify and hold Lessor harmless from and against all
liability for injuries to persons or damage to property caused by Lessee's use
and occupancy of or operations at the Airport; provided, however, that Lessee
shall not be liable for any injury, damage or loss caused by Lessor's sole
negligence or by the joint negligence of Lessor and any person other than
Lessee; and provided further that Lessor shall give to the 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.
In addition to the foregoing, Lessee shall indemnify, defend and save
harmless Lessor, its commissioners, officers, agents, representatives and
employees and the County of Xxxxx from and against any and all lawsuits, claims,
loss and damages of any nature whatsoever, including damage to property of
Lessor and injury to or death of employees or agents of Lessor, arising either
directly or indirectly out of Lessee's use or operation of the passenger loading
bridges, conveyors or any other mechanical or electronic equipment (hereinafter
referred to individually and collectively as the "Equipment") provided by Lessor
for Lessee's use, in common with other airlines, in or adjacent to International
Terminal Building 520 at the Airport; provided, however, that Lessee shall not
be liable for any injury or damage or loss caused by Lessor's sole negligence or
by the joint negligence of Lessor and any person other than Lessee or a
maintenance and repair contractor approved in writing by Lessee. Lessor shall
give to Lessee prompt and timely notice of any claim made or suit instituted
which in any way
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directly or indirectly, contingently or otherwise, affects or might affect
Lessee and Lessee shall have the right to compromise or defend the same.
It is expressly understood and agreed by and between the parties hereto
that Lessor makes no warranty, either expressed or implied, with respect to the
condition, fitness, or safety of the Equipment.
ARTICLE XIX
INSURANCE
Lessee shall, at all times during the term of this Agreement maintain in
effect policies of insurance issued by a company or companies of sound and
adequate financial responsibility, insuring Lessee against all liabilities to
the public for loss resulting from injury to persons or damage to property
arising out of or caused by Lessee's operations, acts or omissions or those of
Lessee's employees, agents or contractors. Such policies shall name the Lessor
as additional assured thereunder, subject to the limitations set forth in
Article XVIII hereof in respect of Lessor's negligence, and shall be in at least
the following amounts:
Aircraft Public Liability Insurance - $ 5,000,000 per person
50,000,000 per accident
Aircraft Property Damage Insurance - $10,000,000 per accident
Comprehensive Public Liability Ins. - $ 5,000,000 per person
10,000,000 per accident
Comprehensive Property Damage Ins. - $ 5,000,000 per accident
Lessee shall furnish to Lessor certificates evidencing such insurance.
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ARTICLE XX
QUIET ENJOYMENT
Lessor agrees that on payment of the rentals, fees and charges as herein
provided and performance of the covenants and agreements on the part of Lessee
to be performed hereunder, Lessee shall peaceably have and enjoy the leased
premises and all the rights and privileges of the Airport, its appurtenances and
facilities granted herein.
ARTICLE XXI
TITLE TO EQUIPMENT, IMPROVEMENTS
AND FACILITIES ERECTED BY LESSEE
It is agreed that title to any equipment, improvements, and facilities, and
any additions thereto, irrespective of whether the same would otherwise become a
fixture under Michigan law (including without limitation all buildings, hangars,
structures, storage tanks, pipes, pumps, wires, poles, machinery and air-
conditioning equipment), constructed or installed by Lessee upon the premises
leased hereunder to Lessee for its exclusive or preferential use or upon other
Airport property (other than equipment, improvements and facilities financed by
Lessor, whether with the proceeds of Bonds, federal funds or otherwise), shall
remain the property of Lessee, unless it has at any time during the term of this
Agreement by written notice and election, vested title to all or any part
thereof in Lessor. Lessee shall have the right at any time during the term of
this agreement, or any renewal or extension hereof, to remove any or all of such
equipment, improvements and facilities, provided Lessee is not at any such time
in default in its payments to Lessor hereunder and subject further to Lessee's
obligation to repair all damage, if any, reasonable wear and tear excepted,
resulting from such
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removal. If at any time during this Agreement, Lessee has exercised its
right to vest title to such equipment, improvements and facilities in Lessor,
it shall no longer have the right to remove such property. Lessee agrees to
remove said equipment, improvements and facilities at the expiration or other
termination of this Agreement irrespective of whether it has exercised its
right of election to vest title to the same in Lessor, if so requested by
Lessor, and, upon failure so to do, Lessor shall have the right to remove the
same and charge to Lessee the actual cost of such removal and restoration of
the site to its original condition, ordinary wear and tear excepted. Any
such equipment, improvements or facilities not removed by Lessee prior to the
expiration or other termination of this Agreement shall thereupon become the
property of Lessor.
ARTICLE XXII
SURRENDER OF POSSESSION
Upon the expiration or earlier termination of this Agreement or any renewal
hereof, Lessee shall forthwith surrender possession of the premises in as good
condition as when received, reasonable wear and tear, damage by flood, fire,
earthquake, other casualty, Acts of God or the public enemy, excepted.
ARTICLE XXIII
MINERAL RIGHTS
It is agreed and understood that all water, gas, oil and mineral rights in
and under the soil are expressly reserved to Lessor.
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ARTICLE XXIV
CONDEMNATION
Upon the acquisition by condemnation or the exercise of the power of
eminent domain under any Federal or state statute by the Federal Government, the
State of Michigan, or any Federal or state agency or any other person vested
with such power, of a temporary or permanent interest in all or any part of the
Airport, including without limitation, the Terminal Buildings leased hereunder,
the Lessor and the Lessee each shall have the right to appear and file claims
for damages, to the extent of their respective interests, in the condemnation or
eminent domain proceedings, to participate in any and all hearings, trials and
appeals therein, and to receive and retain such amount as they may lawfully be
entitled to receive as damages or payment as a result of such acquisition.
ARTICLE XXV
ASSIGNMENT AND SUBLETTING
A. Lessee shall not at any time assign this Agreement or any part hereof,
or sublet any premises now or hereafter leased to Lessee, without the consent in
writing of Lessor, which consent will not be unreasonably withheld; provided,
that the foregoing shall not prevent the assignment of this Agreement to any
corporation with which Lessee may merge or consolidate, or which may succeed to
the business of Lessee. No such subletting, however, shall release Lessee from
its obligations to pay any and all of the rentals, charges, and fees provided or
from any other obligation under this Agreement.
B. Except as provided in Sub-section (2(b)) of Section B of Article III,
Lessor shall not at any time assign this Agreement or any part hereof, or
pledge, sell, convey,
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mortgage, encumber, assign or otherwise transfer the Airport or any portion
thereof during the term of this Agreement.
ARTICLE XXVI
SUBSIDIARY COMPANIES
The right to use the premises and facilities leased to Lessee under Article
I hereof, or which it may subsequently be entitled to use in accordance with the
exercise of options pursuant to this Agreement, in the manner specified in such
Article and any other Articles of this Agreement, shall be extended to all of
Lessee's subsidiary companies at no additional cost.
ARTICLE XXVII
NOTICES
Notices to Lessor provided for herein shall be sufficient if sent by
registered mail, postage prepaid, addressed to the Director of Airports, Detroit
Xxxxxxxxxxxx Xxxxx Xxxxxx Xxxxxxx, Xxxxxxx, Xxxxxxxx 00000; and notices to
Lessee, if sent by registered mail, postage prepaid, addressed to Northwest
Airlines, Inc., 0000 Xxxxxxxxx Xxxxx, Xx. Xxxx, Xxxxxxxxx 00000, Attention:
General Counsel, or to such other respective addresses as the parties may
designate to each other in writing from time to time.
ARTICLE XXVIII
DEFINITIONS
"ACE ACCOUNT" shall mean the Airline Capital Expenditure (Subordinate Lien)
Account of the Subordinate Lien Coverage Fund as established pursuant to
Ordinance 319.
"ACTIVITY FEE" shall have the meaning set forth in Article III B.1.
"AGREEMENT" shall mean this First Amended and Restated Airport Agreement.
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"AIRCRAFT OR OTHER EQUIPMENT OF LESSEE" and "LESSEE'S AIRCRAFT AND OTHER
EQUIPMENT" shall be construed as including airplanes, helicopters and every
other conveyance now or hereafter used for the navigation of or flights in air
and other equipment owned, operated or used by Lessee.
"AIRLINE EQUITY ACCOUNT" shall mean that account as established pursuant to
Ordinance 319.
"AIRLINE EQUITY SUBACCOUNTS" shall mean those subaccounts of the Airline
Equity Accounts as established pursuant to Ordinance 319.
"AIRPORT" shall have the meaning set forth in the first "Whereas" clause of
this Agreement.
"AIRPORT DEVELOPMENT FUND" shall mean that fund created by Lessor pursuant
to Article IIIB.2.(a)(5).
"AIRPORT FOOD CONCESSIONAIRE" shall mean Lessor or a concessionaire of
Lessor authorized to operate a restaurant on the Airport for the purpose of
selling food and beverages to the general public.
"AIRPORT REVENUE BONDS" shall mean Bonds issued pursuant to Ordinance 319.
"AIRPORT-SYSTEM" shall mean the Airport and Willow Run Airport.
"AIR TRANSPORTATION" shall mean the business of transporting natural
persons, property, cargo and mail by aircraft.
"APPROVED MAXIMUM LANDING WEIGHT" for any aircraft shall mean the maximum
landing weight approved by the FAA for landing such aircraft at the Airport.
"BASIC AGREEMENT" shall mean that certain Airport Agreement dated February
26, 1959, as amended, to which Lessor and Lessee were parties as of the
execution of this Agreement.
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"BONDS" shall mean bonds issued by the Lessor pursuant to the Bond
Ordinance or any other ordinance of the Lessor pursuant to which airport revenue
bonds secured by a pledge of Airport revenue, on a senior or subordinate lien
basis, are issued.
"BOND DEBT SERVICE" shall mean, for any fiscal year, all amounts of any
nature whatsoever payable during such fiscal year under Ordinance 319 into the
Bond Fund (including, but not limited to, the Bond Reserve Account), the
Operation and Maintenance Reserve Fund and the Renewal and Replacement Fund, any
other payment required by Section 604 of Ordinance 319 (including, but not
limited to, amounts required to satisfy Lessor's rate covenant) and all amounts
of any nature whatsoever payable during such fiscal year under any other
ordinance of Lessor pursuant to which Bonds are issued into funds with purposes
similar to the aforementioned Ordinance 319 funds, including coverage payments,
reduced in all cases by an amount equal to any interest payable on Bonds during
such fiscal year from Bond proceeds.
"BOND ORDINANCE" shall mean Ordinance 319 and such other ordinances enacted
and amended from time to time under which Lessor is authorized to issue Bonds.
"BOND RESERVE ACCOUNT" shall mean the fund of such name as established
pursuant to Ordinance 319.
"COMMON AREAS" shall mean those areas of the Airport and the Terminal
Buildings which may be used jointly by the Lessee with other lessees at the
Airport, passengers, patrons, guests, employees, agents, and the general public.
"COUNTY DISCRETIONARY FUND" shall mean the fund of such name as established
pursuant to Ordinance 319.
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"DATE OF BENEFICIAL OCCUPANCY" shall mean, with regard to any terminal
facility, the date on which an air transportation company occupies such facility
for the operation of its Air Transportation business.
"EXCLUSIVE USE PREMISES" shall mean space, improvements and facilities at
the Airport leased for the exclusive use of an air carrier.
"FAA" shall mean the Federal Aviation Administration, or any successor
agency.
"FINAL AUDIT" shall have the meaning set forth in Article IIIF.5.(b).
"FISCAL YEAR" shall mean December 1 of any year through November 30 of the
following year, or such other fiscal year as Lessor may adopt for the Airport.
"LIMOUSINE OPERATOR", "LIMOUSINE COMPANY" and the plurals thereof, shall
mean persons maintaining a regular ground transportation service for the
transportation of airline passengers to and from the Airport.
"MAJORITY-IN-INTEREST OF THE AIR CARRIERS" shall mean either (i) seventy-
five percent (75%) of the Signatory Airlines who together have landed fifty-one
percent (51%) of the total landed weight of all such Signatory Airlines during
the immediately preceding calendar year (as such weight is reflected by official
Airport records), or (ii) fifty-one percent (51%) of the Signatory Airlines who
have together landed seventy-five percent (75%) of the total landed weight of
all such Signatory Airlines during the immediately preceding calendar year (as
such weight is reflected by official Airport records).
"MIDFIELD TERMINAL" shall have the meaning set forth in the fourth
"Whereas" clause of this Agreement.
"MID-YEAR PROJECTION" shall have the meaning set forth in Article IIIH.4.
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"O&M EXPENSES" shall mean, for any Fiscal Year, expenses of maintenance,
operation and administration of the Airport for such Fiscal Year.
"OPERATION AND MAINTENANCE RESERVE FUND" shall mean the fund of such name
as established pursuant to Ordinance 319.
"ORDINANCE 319" shall mean that ordinance of Lessor dated July 24, 1986
entitled "Charter County of Xxxxx Ordinance Number 319," as such ordinance has
been amended or supplemented from time to time.
"PERSONS" shall mean natural persons, firms, corporations, partnerships,
limited liability companies and other legal entities.
"PAID-IN COVERAGE" shall have the meaning set forth in Article IIB.2.(a).
"PFCS" shall mean passenger facility charges imposed by Lessor pursuant to
the Aviation and Safety Capacity Expansion Act of 1990, Pub. L. 101-508, Title
IX, Subtitle B, Sections 9110 and 911, recodified as 49 U.S.C. 40117, as amended
from time to time, and Part 158 of the Federal Aviation Regulations (14 CFR Part
158), as amended from time to time.
"PRODUCER PRICE INDEX" shall mean the Producer Price Index/All Commodities
published by The United States Department of Labor, Bureau of Labor Statistics
(January, 1996 = 100), or if such index is discontinued or otherwise becomes
unavailable to the public, the most nearly comparable index published by a
recognized financial institution, financial publication or university.
"PROJECT DEVELOPMENT AGREEMENT" shall mean the Project Development
Agreement of even date herewith, between Lessor and Lessee.
"PROJECTION" shall have the meaning set forth in Article IIIH.2.
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"RENEWAL AND REPLACEMENT FUND" shall mean the fund of such name as
established pursuant to Ordinance 319.
"RESERVE FUND" shall mean the fund of such name as established pursuant to
Ordinance 319.
"REVENUE FUND" shall mean the fund of such name as established pursuant to
Ordinance 319.
"REVENUE REQUIREMENT" shall have the meaning set forth in Article IIIB.1.
"SIGNATORY AIRLINES" shall mean Lessee and those air carriers who have
executed an agreement substantially similar to the Basic Agreement.
"SPECIAL FACILITY REVENUES" shall have the meaning for such term set forth
in Ordinance 319.
"SPECIAL FACILITY REVENUE BOND" shall mean a bond of Lessor secured solely
by Special Facility Revenues.
"SUBORDINATE BOND RESERVE ACCOUNT" shall mean the account of such name as
established pursuant to Ordinance 319.
"SUBSIDIARY" shall mean any corporation of which the Lessee at the time
owns or controls, directly or indirectly, more than fifty (50) per cent of the
shares of stock having general voting power under ordinary circumstances to
elect a majority of the board of directors, managers or trustees of such
corporation.
"TERMINAL BUILDINGS" shall mean the terminal buildings at the Airport as of
the effectiveness of this Agreement.
"WEIGHTED MAJORITY" shall mean either (a) Signatory Airlines which, in the
aggregate, landed eighty-five percent (85%) or more of the landed weight of all
- 79 -
Signatory Airlines for the preceding twelve-month period for which records are
available, or (b) all but one of the Signatory Airlines regardless of landed
weight.
ARTICLE XXIX
PARAGRAPH HEADINGS
The paragraph headings contained herein are for convenience in reference
and are not intended to define or limit the scope of any provision of this
Agreement.
ARTICLE XXX
INVALID PROVISION
In the event any covenant, condition or provision herein contained is held
to be invalid by any court of competent jurisdiction, the invalidity of any such
covenant, condition or provision shall in no way affect any other covenant,
condition or provision herein contained; provided that the invalidity of any
such covenant, condition of provision does not materially prejudice either
Lessor or Lessee in its respective rights and obligations contained in the valid
covenants, conditions or provisions of this Agreement.
ARTICLE XXXI
SUCCESSORS AND ASSIGNS BOUND BY COVENANTS
All the covenants, stipulations and agreements in this Agreement shall
extend to and bind the legal representatives, successors and assigns of the
respective parties hereto.
ARTICLE XXXII
RIGHT TO LEASE TO UNITED STATES GOVERNMENT
It is agreed that during time of war or national emergency the Lessor shall
have the right to lease the landing area or any part thereof to the United
States Government
- 80 -
for military or naval use, and, if any such lease is executed, the provisions
of this instrument insofar as they are inconsistent with the provisions of
the lease to the Government shall be suspended.
It is agreed that this lease shall be subordinate to the provisions of any
existing or future agreement between the Lessor and the United States, relative
to the operation or maintenance of the Airport, the execution of which has been
or may be required as a condition precedent to the expenditure of Federal funds
for the development of the Airport.
ARTICLE XXXIII
COVENANTS AGAINST DISCRIMINATION
A. COVENANT PURSUANT TO REQUIREMENTS OF THE DEPARTMENT OF TRANSPORTATION:
Lessee, for itself, its personal representatives, successors in interest, and
assigns, as a part of the consideration hereof, does hereby covenant and agree
as a covenant running with the land, that (1) no person on the grounds of race,
color, national origin or gender shall be excluded from participation in, denied
the benefits of, or be otherwise subjected to discrimination in the use of
facilities at the Airport, (2) that in the construction of any improvements on,
over, or under land at the Airport and the furnishing of services thereon, no
person on the grounds of race, color, national origin or gender shall be
excluded from participation in, denied the benefits of, or otherwise be
subjected to discrimination, (3) that Lessee shall use the premises in
compliance with all other requirements imposed by or pursuant to Title 49, Code
of Federal Regulations, Department of Transportation, Subtitle A, Office of the
Secretary, Part 21, Nondiscrimination in Federally-assisted Programs of the
Department of
- 81 -
Transportation -Effectuation of Title VI of the Civil Rights Act of 1964, and
as said Regulations may be amended.
In the event of a breach of any of the above non-discrimination covenants,
Lessor shall have the right to terminate this agreement and to reenter and
repossess said land and the facilities thereon, and hold the same as if said
agreement had never been made or issued.
B. EMPLOYMENT: The parties hereto hereby covenant not to discriminate
against an employee or applicant for employment with respect to his or her hire,
tenure, terms, conditions or privileges of employment, or any matter directly or
indirectly related to employment, because of his or her age or sex, except where
based on a bona fide occupational qualification, or because of his or her race,
color, religion, national origin or ancestry, and to require a similar covenant
on the part of any sublessee hereunder and any subcontractor employed as a
result, or in connection with the exercise of rights granted and/or the
performance of obligations assumed under this Agreement.
C. AFFIRMATIVE ACTION PROGRAM: In addition to the foregoing, the parties
hereto agree to carry out and be subject to the provisions of Addendum 1,
entitled "NON-DISCRIMINATION, AFFIRMATIVE ACTION AND SET ASIDE PROGRAMS FOR
XXXXX COUNTY" attached hereto and made a part hereof.
D. DISADVANTAGED BUSINESS ENTERPRISE: Lessee agrees to comply with the
following policy and requirements of the Department of Transportation:
1. POLICY. It is the policy of the Department of Transportation
that disadvantaged business enterprises as defined in 49 CFR Part 23
shall have the maximum opportunity to participate in the performance
of
- 82 -
contracts financed in whole or in part with Federal funds under
this Agreement. Consequently the disadvantaged business enterprise
requirements of 49 CFR Part 23 apply to this Agreement.
2. DBE OBLIGATION. (i) The recipient or its contractor agrees to
ensure that disadvantaged business enterprises as defined in 49 CFR
Part 23 have the maximum opportunity to participate in the performance
of contracts and subcontracts financed in whole or in part with
Federal funds provided under this Agreement. In this regard all
recipients or contractors shall take all necessary and reasonable
steps in accordance with 49 CFR Part 23 to ensure that disadvantaged
business enterprises have the maximum opportunity to compete for and
perform contracts. Recipients and their contractors shall not
discriminate on the basis of race, color, national origin, or sex in
the award and performance of Department of Transportation-assisted
contracts.
Failure of a contractor or subcontractor to carry out the
requirements set forth in paragraph 23.43(a) of 49 CFR Part 23 shall
constitute a breach of contract and, after notification of the
Department of Transportation, may result in termination of the
Agreement or contract by the recipient or such remedy as the recipient
deems appropriate.
The definitions set forth in paragraph 23.5 of 49 CFR Part 23
shall apply to the foregoing statements concerning disadvantaged
business enterprises.
- 83 -
ARTICLE XXXIV
CONFORMITY OF AGREEMENT
In the event that Lessor shall hereafter enter into any lease, contract or
agreement with any other scheduled air transport operator, with respect to the
use of the Airport or terminal facilities, containing more favorable terms than
this Agreement, or shall hereafter grant to any other scheduled 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 Lessee.
COUNTY OF XXXXX
CHIEF EXECUTIVE OFFICER
/s/ Xxxxxx X. XxXxxxxx
-------------------------------------
Xxxxxx X. XxXxxxxx
NORTHWEST AIRLINES, INC.
By /s/ Xxxxx X. Xxxxxxxxx, VP
-----------------------------------
XXXXX X. XXXXXXXXX, VP
Its FACILITIES AND AIRPORT AFFAIRS
-----------------------------------
- 84 -
EXHIBIT A
EXISTING AIRPORT LAYOUT PLAN
[Site Plan]
DAVEY TERMINAL
MAIN LEVEL - NORTH PORTION
[Site Plan]
EXHIBIT # NWA-1
DATE 1-1-1996
DAVEY TERMINAL
APRON LEVEL - CENTRAL PORTION
[Site Plan]
EXHIBIT # NWA-2
DATE 1-1-1996
DAVEY TERMINAL
APRON LEVEL - NORTH PORTION
[Site Plan]
EXHIBIT # NWA-3
DATE 1-1-1996
DAVEY TERMINAL
MEZZANINE LEVEL
[Site Plan]
EXHIBIT # NWA-4
DATE 0-0-0000
XXXXX XXXXXXXX
XXXX XXXXX - XXXXX XXXXXXX
[Site Plan]
EXHIBIT # NWA-5
DATE 0-0-0000
XXXXX XXXXXXXX
XXXXX XXXXX - XXXXX XXXXXXX
[Site Plan]
EXHIBIT # NWA-6
DATE 1-1-1996
CONCOURSE A - MAIN LEVEL
[Site Plan]
EXHIBIT # NWA-7
DATE 1-1-1996
CONCOURSE B - MAIN LEVEL
[Site Plan]
EXHIBIT # NWA-8
DATE 1-1-1996
CONCOURSE B - APRON LEVEL
[Site Plan]
EXHIBIT # NWA-9
DATE 1-1-1996
CONCOURSE 'C'
MAIN LEVEL - SOUTH EXPANSION
[Site Xxxx]
XXXXXXX # XXX-00
DATE 1-1-1996
CONCOURSE C
APRON LEVEL - SOUTH EXPANSION PORTION
[Site Xxxx]
XXXXXXX # XXX-00
DATE 0-0-0000
XXXXXXXXX X
XXXX XXXXX - XXXXXXXXX XXXXXXX
[Site Xxxx]
XXXXXXX # XXX-00
DATE 0-0-0000
XXXXXXXXX X
XXXXX XXXXX - XXXXXXXXX XXXXXXX
[Site Plan]
EXHIBIT # NWA-13
DATE 1-1-1996
X.X. XXXXX TERMINAL
MAIN LEVEL - CENTRAL PORTION
[Site Xxxx]
XXXXXXX # XXX-00
DATE 1-1-1996
X.X. XXXXX TERMINAL
APRON LEVEL - NORTHWEST PORTION
[Site Plan]
EXHIBIT # NWA-15
DATE 1-1-1996
CONCOURSE C - MAIN LEVEL
[Site Xxxx]
XXXXXXX # XXX-00
DATE 0-0-0000
XXXXXXXXX X
XXXXX XXXXX - XXXXXXXXX XXXXXXX
[Site Xxxx]
XXXXXXX # XXX-00
DATE 1-1-1996
CONCOURSE D - MAIN LEVEL
[Site Plan]
EXHIBIT # NWA-18
DATE 1-1-1996
CONCOURSE D - APRON LEVEL
[Site Xxxx]
XXXXXXX # XXX-00
DATE 1-1-1996
CONCOURSE: E - MAIN LEVEL
[Site Xxxx]
XXXXXXX # XXX-00
DATE 1-1-1996
CONCOURSE E - APRON LEVEL
[Site Xxxx]
XXXXXXX # XXX-00
DATE 1-1-1996
CONCOURSE F - MAIN LEVEL
[Site Xxxx]
XXXXXXX # XXX-00
DATE 1-1-1996
CONCOURSE F - APRON LEVEL
[Site Xxxx]
XXXXXXX # XXX-00
DATE 1-1-1996
CONCOURSE F - TUNNEL LEVEL
[Site Xxxx]
XXXXXXX # XXX-00
DATE 1-1-1996
CONCOURSE G
APRON LEVEL - NORTH PORTION
[Site Plan]
EXHIBIT # NWA-25
DATE 1-1-1996
CENTRAL SERVICES - MAIN LEVEL
[Site Plan]
EXHIBIT # NWA-26
DATE 1-1-1996
CENTRAL SERVICES - APRON LEVEL (SOUTH)
[Site Xxxx]
XXXXXXX # XXX-00
DATE 1-1-1996
INTERNATIONAL TERMINAL
APRON LEVEL - SOUTH PORTION
[Site Xxxx]
XXXXXXX # XXX-00
DATE 1-1-1996
INTERNATIONAL TERMINAL
MEZZANINE LEVEL
[Site Plan]
EXHIBIT # NWA-29
DATE 0-0-0000
XXXX XXXXX - XXX XXXX (XXX)
[Site Xxxx]
XXXXXXX # XXX-00
DATE 7-1-1996
APRON XXXXX XXX XXXX
[Xxxx Xxxx]
XXXXXXX # XXX-00
DATE 7-1-1996
EXHIBIT B
Corporation Counsel Staff Assigned To
Detroit Metropolitan Airport
Position Description Salary
-------- ----------- ------
9979 Principal Attorney $ 89,355
9976 Asst. Corp. Counsel $ 70,836
Attorney IV
9913 Asst. Corp. Counsel $ 58,909
Attorney III
Total Salaries $ 219,100
Fringe Benefits @ 59.47% $ 130,299
---------
Total Salaries & Fringe Benefits $ 349,399
The above positions are assigned to the Airport on a full-time basis.
AIRPORT FINANCE OFFICE
996 SALARIES AND FRINGE INFORMATION
POSITION # CLASSIFICATION SALARY
---------- -------------- ------
66900 Dept Mgr 7 $ 57,967
66901 Dept Exec 6 67,244
66903 Buyer 2 32,249
66904 Dept Mgr 1 35,967
66905 Account Clerk 2 29,308
66907 Dept Mgr 3 39,555
66908 Clerical Leader 25,736
66909 Accountant 3 34,304
66910 Typist 3 20,303
66912 Clerical Leader 28,716
---------
TOTAL $ 371,349
FRINGES $ 220,841
The above positions are assigned to the Airport on a full-time basis.
