LEASE AND OPERATING AGREEMENT
BETWEEN
CASPER/NATRONA COUNTY INTERNATIONAL AIRPORT
AND
SKYWEST AIRLINES
444 SOUTH RIVER ROAD
ST. GEORGE, UT 84790
TABLE OF CONTENTS
Article Page Number
1 General Agreement 3
2 Definitions 3
3 Term of Agreement 4
4 Premises 5
5 Fees and Rentals 6
6 Method of Payment 10
7 Rights and Privileges of Airline 10
8 Rights and Privileges of Board 13
9 Obligations of Airline 13
10 Insurance 17
11 Indemnification and Hold Harmless 18
12 Obligations of Board 18
13 Cancellation by Board 19
14 Cancellation by Airline 20
15 Waiver of Subrogation 20
16 No Waiver of Default 21
17 Remedies are Cumulative 21
18 Damage to Property of Airline and Others 21
19 Damage to Premises and Property by Airline and Others 21
20 Subordination 21
21 Governing Law/Venue for Disputes 21
22 Counterparts 22
23 Severability 22
24 Independence of Contract 22
25 Rights upon Termination 22
26 Misrepresentation and Invalid Provisions 22
27 Survival of Obligations/Successors and Assigns Bound 22
28 Holdover Possession of Premises by Airline 22
29 Paragraph Headings 23
30 Notices 23
31 Closing and Signature 23
32 Exhibits 23
LEASE AND OPERATING AGREEMENT
- SKYWEST AIRLINES -
Article 1
General Agreement
THIS AGREEMENT made and entered into this 22nd day of July, 2009, by and between the Board of Trustees of the Casper/Natrona County International Airport, State of Wyoming, a body corporate, of Casper, Natrona County, State of Wyoming, hereinafter referred to as the "Board", and SkyWest Airlines, a corporation authorized to do business in the State of Wyoming, hereinafter referred to as "Airline", in connection with an airport known as the Casper/Natrona County International Airport, a public airport located in the County of Natrona, State of Wyoming, which will be herein referred to as "Airport".
PRELIMINARY RECITALS
WHEREAS, the Board has the responsibility for the operation of Casper/Natrona County International Airport; and
WHEREAS, the Airline is engaged in the operation of scheduled air transportation of persons, property, cargo, and mail, and desires to obtain the right and privilege of using certain of the Airport’s facilities; and
WHEREAS, the Board desires to have the scheduled air transportation of persons, property, cargo, and mail, and to grant Airline the right to use certain Airport facilities; and
WHEREAS, the Board deems it advantageous to the operation of its Airport to grant the Airline the rights and privileges as herein set forth.
NOW, THEREFORE, for and in consideration of the rents, fees, covenants, and agreements contained herein, and for other good and valuable consideration, IT IS MUTUALLY AGREED AND UNDERSTOOD BETWEEN THE BOARD AND THE AIRLINE THE FOLLOWING:
Article 2
Definitions
The following words and phrases, wherever used in this Agreement, shall, for the purpose of this Agreement, have the following meanings.
2.1 Primary Airline - An operating airline holding an agreement with the Airport which includes: the lease of ticket counter, bag make-up space, and airline office space; use of the gate holding and bag claim areas on a common use basis; and which provides a published schedule of service at the Airport.
2.2 Affiliate Airline – An operating domestic airline which provides in conjunction with a Primary Airline a published schedule of service at the Airport, and which operates as a related entity to a Primary Airline and shall mean any air transportation company that is (i) a parent or subsidiary of a Primary Airline, or (ii) shares an International Air Transport Association (IATA) flight designator code with a Primary Airline at the Airport (Code-Sharing Partner), or (iii) otherwise operates under essentially the same trade name as a Primary Airline at the Airport and uses essentially the same livery as the Primary Airline; provided that no major airline, as such term is defined by the FAA, shall be classified as an Affiliate of another major airline, unless either clause (i) or (iii) above defines the relationship between such airlines at the Airport. Affiliate shall have the rights afforded the Primary Airline without payment of any additional charges or premiums provided the Primary Airline (a) remains a signatory to this Agreement, and (b) agrees and shall be obligated to serve as a financial guarantor for all charges incurred by any Affiliate of the Primary Airline at the Airport. Although they may billed separately, a Primary Airline and any Affiliate shall be counted as one airline for the purposes of computing any common use charges; provided, however, that the Primary Airline shall be responsible for the actions and any and all unpaid charges of (including the payment of any activity fees incurred by) any such Affiliate while such Affiliate operates at the Airport. In the event of termination of this Agreement by the Primary Airline or the Airport, each Affiliated Airline must enter into an agreement with the Airport substantially similar to this Agreement and meet all other requirements for becoming a Primary Airline as defined herein.
Notwithstanding anything to the contrary contained herein, the Primary Airline may at any time give the Board sixty (60) days prior written notice that an air transportation company otherwise meeting the definition of an “Affiliate Airline” hereunder shall no longer be considered an Affiliate Airline of such Primary Airline for purposes of this Agreement, and any guaranty by Primary Airline of such Affiliate Airline’s charges shall terminate and be ineffective as to any amounts incurred by such air transportation company after the effective date of such termination of “Affiliate Airline” status.
2.3 Use Base Airline - An operating airline holding an agreement with the Airport which includes: the lease or use of ticket counter and bag make-up space; lease of airline office space; use of the gate holding and bag claim areas on a per use/fee basis; and which provides a published schedule of service at the Airport.
A Primary Airline may, at any time during the term of this Agreement, make a request in writing to the Board to operate as a Use Base Airline, and to be assessed fees associated with a Used Base Airline. Conversely, a Use Base Airline may at any time during the term of this Agreement, make a request in writing to the Board to operate as a Primary Airline, and to be assessed fees associated with a Primary Airline. Such a request shall not be reasonably withheld.
Article 3
Term of Agreement
3.1 Agreement Term - The term of this Agreement shall be for a period of two (2) years and eight (8) days, commencing in full force and effect on the 23rd day of April, 2009, through the 30th day of April, 2011, unless sooner terminated or canceled as herein provided.
3.2 Agreement Extension - At the expiration of the term specified in this Agreement, the Agreement shall automatically renew for an additional one (1) year term (until April 30, 2012) unless:
3.2.1 Airline provides the Board a written notice no sooner than November 30, 2010 and no later than December 31, 2010 stating Airline’s desire not to continue the Agreement for an additional one year term; or
3.2.2 The Board provides Airline a written notice no later than January 31, 2011 stating the Board’s desire not to continue the Agreement for an additional one year term.
Article 4
Premises
The Board leases to Airline the following described portions of the Airport as shown on Exhibits A, B, and C, attached hereto and made part hereof.
4.1 Exclusive Use Space - For the privilege and right of using the Airport in the conduct of its air transportation system, Board leases to Airline the exclusive use of the following space located in the Terminal Building.
Description / Room # / Square FeetTicket Counter / 320
Office / 701
Bag Make-up / 624
Air Freight Space / 1,056
De-icing Fluid Storage Tank Area / 1,935.5
Total Exclusive Use Space / 4,636.5
The exclusive use space herein demised to the Airline may be used as Airline space necessary in the conduct of its air transportation system and not inconsistent with the provisions of this Agreement.
4.2 Joint (Per) Use Space
Description / Room # / Square FeetTicket Counter and Bag Make-up
Bag Claim Area
Gate Holding Area
Total Joint (Per) Use Space
The joint use space may be used by Airline, in conjunction with others, in the conduct of its air transportation system and not inconsistent with the provisions of this Agreement. In the event that use of the joint use space by Airline conflicts with any other user(s) of said joint use space, the users of the joint use space shall attempt to rectify said conflict. In the event that the users are not able to rectify a conflict, the Airport Manager shall establish policy or procedures to eliminate the conflict. Said policy or procedures are to be complied with by all joint use space users once established. Joint (per use) of the airline ticket counter and bag make up area shall include use of the public address and paging system and trash removal service.
4.3 Common Use Space
Description / Room # / Square FeetBag Claim Area / 3,200
Gate Holding Area / 5,400
Total Common Use Space / 8,600
The common use space may be used by Airline, in conjunction with others, in the conduct of its air transportation system and not inconsistent with the provisions of this Agreement. In the event that use of the common use space by Airline conflicts with any other user(s) of said common use space, the users of the common use space shall attempt to rectify said conflict. In the event that the users are not able to rectify a conflict, the Airport Manager shall establish policy or procedures to eliminate the conflict, said policy or procedures to be complied with by all common use space users once established.
4.4 Air Carrier Aircraft Parking Ramp – Airline shall have non-exclusive use of the Air Carrier Aircraft Parking Ramp.
Article 5
Fees and Rentals
5.1 Landing Fees - For the privilege and right of using the Airport in the conduct of its air transportation system, Airline does hereby agree to pay the Board landing fees as follows:
Year / April 23, 2009 toApril 30, 2010 / May 1, 2010 to
April 30, 2011 / May 1, 2011 to
April 30, 2012
Rate / $0.83 / $0.83 / $0.91
per each 1,000 pounds of gross landing weight as certified by the Federal Aviation Administration for actual landings at the Airport by Airline's aircraft. The aforesaid landing fees shall not apply to courtesy, test, training, inspection, emergency, or other non-revenue flights landed at the Airport, nor shall said landing fee apply when an aircraft returns to the Airport because of meteorological, mechanical, or similar emergency or precautionary reasons. The term "gross landing weight" as used herein shall be the maximum allowable gross landing weight of such aircraft operated by the Airline at the Airport as certified by the Federal Aviation Administration (FAA).
5.2 Reporting - Airline shall, within seven (7) days after the last day of each month, furnish the Airport Manager a correct statement on a form provided by the Board which shall include, but not be limited to: the total number of landings for each type of aircraft for itself and all Affiliate Airlines, including the FAA certified maximum gross landing weight of each aircraft and total seats available; the total number of enplaned and deplaned passengers, both revenue and non-revenue; total express package and/or mail, in pounds, shipped and received; and the total number of passenger loading bridge uses. In the absence of an individual FAA certified aircraft maximum gross landing weight report, the maximum gross landing weight as specified in FAA AC No. 150/5300-13, Appendix 12, or as such Advisory Circular is amended will be used in calculating the landing fee of the Airline and its affiliates during the preceding month.
5.3 Exclusive Use Space
Airline shall pay for its Exclusive Use Space in accordance with the following rates per square foot per year.
Year / Ticket Counter / Office / Bag Make-upApril 23, 2009 to April 30, 2010 / $21.60 / 17.84 / 13.16
May 1, 2010 to April 30, 2011 / $21.60 / 17.84 / 13.16
May 1, 2011 to April 30, 2012 / $23.76 / 19.62 / 14.48
5.4 Joint Use Space (Per Use) - Airlines may elect to use ticket counter and bag make-up area, bag claim, or gate holding space on a per use basis. In the event that an Airline elects to use the ticket counter/bag make-up area, bag claim area, and/or the gate holding area on a per use basis, the following fees shall be applied monthly, per use.
Year / Ticket Counter & Bag Make-up (per use) / Bag Claim (per use) / Gate Holding (per use)April 23, 2009 to April 30, 2010 / $100.00 / $40.00 / $60.00
May 1, 2010 to April 30, 2011 / $100.00 / $40.00 / $60.00
May 1, 2011 to April 30, 2012 / $110.00 / $44.00 / $66.00
5.5 Bag Claim Space - The shared Bag Claim Device and Area is made up of 1,650 square feet of improved, and 1,550 square feet of un-improved space, as shown on Exhibit “A”. The following annual and monthly space rates include estimated maintenance costs for the bag claim device:
Year / Annual Rate / Monthly RateApril 23, 2009 to April 30, 2010 / $42,704 / $3,558.67
May 1, 2010 to April 30, 2011 / $42,704 / $3,558.67
May 1, 2011 to April 30, 2012 / $46,974 / $3,914.50
The above stated bag claim fees shall apply toward the repair and/or replacement of existing equipment and would not apply to expanding the scope of the existing system.