powers, and privileges as herein granted to Gulf to store and sell petroleum products at the Airport, Gulf shall have the right to cancel this agreement at any time by delivering written notice of cancellation to the Government, and thereby bring to an end all of Gulf's obligations hereunder. In the event of cancellation by Gulf pursuant to the above provisions of this Article, the charges and fees paid in advance by Gulf for the period subsequent to date of cancellation shall promptly be repaid to Gulf by the Government, as provided in Article III hereof. No waiver of default by Gulf of any of the terms, covenants, or conditions hereof to be performed, kept, and observed by the Government shall be construed to be or act as a waiver of any subsequent default of any of the terms, covenants, and conditions herein contained to be performed, kept, and observed by the Government. ARTICLE XIV-LIABILITY OF GOVERNMENT The Government shall not be liable for any claims or for any damages, losses, or liabilities sustained by Gulf by reason of the conduct, operation, and maintenance of the Airport, or of any of its facilities and appurtenances, which may be due to causes beyond the control of the Government; and Gulf shall indemnify, defend, and save harmless the Government from any penalties for violation of any law, ordinance, or regulation affecting or having application to the operation of Gulf's business at the Airport, and from any and all claims, suits, losses, damages, or injuries to person, or persons, or property, of any kind whatsoever arising out of the operation of Gulf's business, or resulting from the carlessness, negligence, or improper conduct of Gulf, or any of its servants, agents, or employees. Gulf shall, without expense to the Government, be responsible for all damages to persons and property resulting from the negligent acts of Gulf in the installation, operation, and maintenance by Gulf of its facilities, works and property, and shall save the Government harmless from any claims, suits, or losses arising from injuries to persons and property resulting from the installation, operation, and maintenance by Gulf of its facilities, works, and property. ARTICLE XV-GOVERNMENT'S RIGHT TO ENTER AND INSPECT The Administrator, his duly authorized agents, and the duly authorized agents of the Civil Aeronautics Authority, shall have at any and all times the full and unrestricted rights to enter the space described in Article I hereof, for the purpose of inspecting and maintaining the premises and of doing any and all things with reference thereto which the Government is obligated to do as set forth in this agreement, or which may be deemed necessary for the proper conduct and operation of the Airport. ARTICLE XVI-RULES, REGULATIONS, AND STATUTES Gulf shall observe and obey all reasonable rules and regulations which may from time to time during the term of this agreement be promulgated by the Administrator for the care, operation, maintenance, and protection of the Airport, and all laws applicable to the operation by Gulf of its business at the Airport. ARTICLE XVII-REMOVAL OF EQUIPMENT Gulf shall be liable for any damage, harm, or injury of the space described in Article I which may exist at the termination of this agreement, by expiration or otherwise, except for ordinary wear and tear, fire, and other casualties or causes beyond the control of Gulf. Gulf specifically agrees that it will, if so requested in writing by the Administrator within ten (10) days after the termination or expiration of this agreement, however effected, offer to sell the buildings, equipment, piping and other improvements and facilities installed by Gulf at the Airport (hereinafter collectively called "operating facilities") at a cash price equal to the original cost of such operating facilities plus the cost of any additional operating facilities that might be installed at the Airport by Gulf during the term of the agreement (including betterments), plus any and all costs of building, erection, and installation of such operating facilities (including betterments), less depreciation for the actual time (to the nearest complete month) that such operating facilities (including betterments) have been in use at the rate of four percent (4%) per year. The depreciated value of the operating facilities to be sold shall not include operating facilities installed and later replaced with betterments which have been capitalized and the replaced operating facilities written off and amortized by Gulf. If written notice is not given by the Administrator pursuant to this Article, or if the written notice is given but the sale is not actually made and the price paid to Gulf in cash within ten (10) days after said offer by Gulf, Gulf shall remove such operating facilities from the Airport within a reasonable period, which shall be not more than three (3) months from the date of such expiration or termination; subject, however, to any valid lien for unpaid charges and fees which the Government may have thereon. Gulf shall be deemed to have abandoned to the Government any such operating facilities which Gulf has not sold or has failed to remove from such space within the aforesaid period after the end of the term of this agreement. ARTICLE XVIII-BOND Gulf agrees that it will execute and deliver to the Administrator upon the execution of this agreement a valid bond payable to the United States of America in the amount of One Hundred Thousand Dollars ($100,000) issued by any corporation authorized by the Secretary of the Treasury of the United States of America to act as surety on performance bonds, which bond shall be conditioned upon the full and faithful performance by Gulf of each and all of its covenants, agreements, and undertakings as set forth in this agreement. ARTICLE XIX-WARRANTY AGAINST SOLICITING Gulf represents and warrants that it has not solicited the execution of this agreement or the granting of rights, privileges, and powers under this agreement by the payment of a contingent fee or other emolument to any official of the United States of America or any other person directly or indirectly concerned with the execution of this agreement on behalf of the United States of America. ARTICLE XX-PARTICIPATION IN CONTRACT Gulf agrees that no Member of or Delegate to Congress, or Resident Commissioner, after his election or appointment, and either before or after he has qualified, and during his continuance in office, shall be admitted to any share or part of this agreement, or this agreement as renewed, or to any benefits to arise thereupon; nothing, however, herein contained shall be construed to extend to any incorporated company, where such agreement is made for the general benefit of such corporation or company. ARTICLE XXI-ASSIGNMENT OF AGREEMENT Gulf shall not at any time, without the consent in writing of the Administrator, assign or transfer this agreement or any part thereof, or any right, power, or privilege thereunder; assign or transfer all or substantially all of its assets except this agreement; or assign or transfer any of the space described in Article I hereof. ARTICLE XXII-COPARTNERSHIP It is further mutually understood and agreed that nothing herein contained is intended, or shall be construed, as in anywise creating or establishing the relationship of copartners between the parties hereto or as constituting Gulf as the agent or representative of the Government for any purpose or in any manner whatsoever. ARTICLE XXIII-DEFINITIONS (A) Whenever the term "Civil Aeronautics Authority" is used in this agreement it shall be construed as referring to the successor or successors to the Civil Aeronautics Authority created by Congress under the Civil Aeronautics Act of 1938. (B) Whenever the term "Administrator" is used in this agreement it shall be construed to refer to the Administrator of Civil Aeronautics in the Department of Commerce, or to such othr officer, agency or agencies of the Federal Government having similar jurisdiction from time to time over the Airport. (C) The terms "air carrier, "aircraft," "air transportation," and "person" when used in this agreement have the same meaning as defined in the Civil Aeronautics Act of 1938. (D) The term "transient aircraft" when used in this agreement shall mean the aircraft operated by any person other than an employee or agent of an air carrier, fixed base operator, or Federal agency or department. ARTICLE XXIV-NOTICES Notices to the Government provided for herein shall be sufficient if sent by registered mail, postage prepaid, addressed to the Administrator of Civil Aeronautics, Washington, D. C.; and notices to Gulf, if sent by registered mail, postage prepaid, addressed to Gulf, Attention Vice President in charge of Sales, Gulf Building, Pittsburgh, Pa., or to such other respective addresses as the parties may designate in writing from time to time. SECRETARY'S CERTIFICATE I, DAVID PROCTOR, certify that I am the Secretary of the GULF OIL CORPORATION identified as "Gulf" in the foregoing Agreement dated February 15, 1941; that J. E. NELSON, who signed said Agreement on behalf of the said Gulf Oil Corporation was the Vice President of said Corporation on said date and on the date he signed said Agreement; that said Agreement was duly signed for and on behalf of said Corporation by authority of its Board of Directors, and is within the scope of its corporate powers. IN WITNESS WHEREOF I have hereunto set my hand and the seal of said Corporation this 15th day of February, 1941. DAVID PROCTOR, Secretary, Gulf Oil Corporation. ARTICLE XXV-INDEX AND HEADINGS The index and the article and paragraph headings are inserted in this agreement only as a matter of convenience and for reference and in no way define, limit, or describe the scope or intent of any provision of this agreement. IN WITNESS WHEREOF, the parties have executed these presents in triplicate originals as of the day and year first above written. This Extension Agreement, entered into as of the 15th day of June 1946, in triplicate original (extension to the Agreement dated February 15, 1941) between the United States of America hereinafter called the Government; represented by the Administrator of Civil Aeronautics, the contracting officer executing this Agreement, and Gulf Oil Corporation, a corporation organized and existing under and by virtue of the laws of the State of Pennsylvania, hereinafter referred to as Gulf. WITNESSETH: Whereas by Agreement dated February 15, 1941, the Government granted to Gulf, subject to certain conditions, the concession to sell aviation gasoline at the Washington National Airport; and Whereas the term of said gasoline concession will expire June 15, 1946; and Whereas various methods of operating a gasoline concession at the Airport are under consideration it is desirable to extend and continue in effect the aforesaid Agreement of February 15, 1941, pending determination of the method to be used; and 76782-48- -9 Whereas, it is deemed in the public interest that Gulf be given an extension agreement; NOW THEREFORE, in consideration of the premises, and in consideration of the charges, fees, covenants, and mutual agreements contained herein, the parties hereto agree as follows: 1. That the Agreement of February 15, 1941, shall be continued and extended without modification, except as herein expressed, from and after June 17, 1946, until July 16, 1946, and thereafter from month to month. In no event shall this extension Agreement be effective for a period in excess of five (5) years. 2. Either party may terminate this Agreement upon fifteen (15) days written notice to the other. 3. The charges and fees payable to the Government under the terms of this extension Agreement shall be Twelve Thousand, Five Hundred Dollars ($12,500) for each month, payable in advance, said sum to be prorated for any period of less than one month. 4. Gulf agrees to have the bond required in Article XVIII of the Agreement dated February 15, 1941, hereinabove mentioned to include the operation of Gulf under this extension Agreement. 5. Gulf does not have the exclusive right to sell aviation gasoline at the Airport, except through Gulf-Owned equipment and facilities described in Article I (B) of the Agreement dated February 15, 1941. IN WITNESS WHEREOF, the parties hereto have executed these presents as of the day and year first above written. THE UNITED STATES OF AMERICA, By (s) C. I. STANTON, Deputy Administrator of Civil Aeronautics. By (s) W. V. HARTMANN, Vice President. (s) O. G. CRAMER, Assistant Secretary. Attest: Approved as to form: R. J. CONNOR. Approved: By (s) H. A. WALLACE, Secretary of Commerce. SECRETARY'S CERTIFICATE I, (s) O. G. CRAMER, certify that I am the Assistant secretary of the corporation named as Company herein; that W. V. HARTMANN Who signed this contract on behalf of the Company, was then Vice President of said corporation; that said contract was duly signed for and in behalf of said corporation by authority of its governing body, and is within the scope of its corporate powers. [CORPORATE SEAL (s) O. G. CRAMER. Gov. ROBERT F. BRADFORD, CIVIL AERONAUTICS ADMINISTRATION, Statehouse, Boston, Mass. My Dear Governor BradfORD: In connection with our conference yesterday with the members of the Massachusetts congressional delegation and representatives of your office, together with the April 14th resolution of your executive council, I want to clear up what appears to be a misunderstanding concerning the position of the Civil Aeronautics Administration in regard to the allocation of $600,000 to the Logan Airport under the Federal Airport Act. The question has been raised whether the action of the Civil Aeronautics Administration is within its authority under the Federal Airport Act. Section 11 of the act requires the Administrator to receive assurances in writing satisfactory "to him" that the airport will be available for public use "on fair and reasonable terms and without unjust discrimination." It is further provided that the Administrator "shall prescribe such project sponsorship requirements, consistent with the terms of this Act, as he may deem necessary." It seems clear, therefore, that although a determination by the State of what terms are considered fair and reasonable is entitled to due weight, the Administrator cannot avoid the statutory responsibility of making his own determination in this connection. Most of the discussion at the above meeting centered around the imposition of any charge based solely on delivery to the airport of parts, materials, and supplies (including aviation fuel and oil) which are necessary for the servicing, repair or operation of aircraft, and which have been purchased off the airport and are delivered thereon to the purchaser. It is our belief that such charges, unless they are reasonable ones for the cost of any service and facility furnished in connection with such delivery, should not be permitted on public airports developed under the Federal Airport Act. The conclusions motivating the Civil Aeronautics Administration in reaching this decision and incorporating it in the sponsor's assurance agreement were the result of long and careful study of all the factors involved following many conferences with representatives of the aviation industry and state and local officials. It is pointed out that the revised sponsor's assurance agreement specifically permits the making of charges commensurate with the cost of services performed and facilities used in connection with delivery, and would not prevent the imposition of charges for the privilege of selling aviation fuel and oil on the airport in accordance with the terms expressed in paragraph 4 of part III of the project application. Thus we do not regard our opinion necessarily to be in conflict with the Massachusetts statute directing the imposition of a charge on the sale of aviation fuel and oil on the airport. Entirely aside from these aspects of this question, it appears that the majority, if not all, of these attending the Airport Operators Council meeting in Boston, including those representing Massachusetts and the Logan Airport, seem to agree that: 1. A landing fee is the most equitable and satisfactory method of charging the airlines for their fair share of the costs of operating and maintaining the landing area. 2. More than one charge for this purpose against any aircraft operation would be inequitable. 3. A gasoline surcharge, assessed for the purpose of covering landing area costs allocatable to air-line type aircraft, results in an inequity to those airports where fueling does not occur. I mention this because Massachusetts is evidently not bound by any longterm agreement with the air lines in connection with landing fees. Consequently, landing fees, as well as fees for the sale of gasoline to other aircraft, are not only methods apparently acceptable to Massachusetts and other terminal airport owners, but are also included as methods permitted by both your laws and ours. With further reference to the meeting yesterday, we explained to your representatives that prior to May 1, 1948, when the revised assurance agreement becomes mandatory for all new project applications, the CAA is quite willing to accept from any sponsor either the old or the revised agreement, whichever, in view of all the circumstances, is best in the judgment of the sponsor for its particular needs. In the event a particular sponsor chooses to use the older form of agreement prior to May 1, 1948, the CAA is willing at any time, if the sponsor so desires, to permit change from the older form of agreement to the new one. the instance of Logan Airport, you might consider one form more desirable than the other. In In view of the foregoing, the several extensions granted during the last few months, and the urgent need in the public interest for the improvement and construction of other airports in Massachusetts and elsewhere, we will be forced, with regret, to withdraw the allocation in question unless a definite decision is promptly reached by the commonwealth to accept the terms of one of the assurance agreements and to submit a project application. We understand that your council is meeting next Wednesday, April 28, and we trust that a decision can be reached at that time. Sincerely yours, GEORGE W. BURGESS, Deputy Administrator. |