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HomeMy WebLinkAbout17621 ORD - 06/01/1983AN ORDINANCE AUTHORIZING A CONTRACT WITH SANBORN'S INTERNATIONAL TRAVEL SERVICE TO PROVIDE FULL TRAVEL SERVICE AT CORPUS CHRISTI INTERNATIONAL AIRPORT FOR A PERIOD OF THREE YEARS. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. That the City Manager is hereby authorized to execute a contract with Sanborn's International Travel Service to provide full travel service at the Corpus Christi International Airport for a period of three years, all as more fully set forth in the contract, a substantial copy of which is attached hereto and made a part hereof marked Exhibit "A". 17621 SEP -4 6 1984 AUtioltu AIRPORT TRAVEL AGENCY CONCESSION AGREEMENT THIS CONCESSION AGREEMENT entered into by and between the CITY OF CORPUS CHRISTI, TEXAS, a municipal corporation (hereinafter referred to as "City"), and VILLAGE TRAVEL, INC., dba Sanborn's International Travel Service, a Texas Corporation (hereinafter referred to as "Concessionaire"): W ITNESSET H: WHEREAS, the City owns and operates the Corpus Christi International Airport located in Corpus Christi, Nueces County, Texas (hereinafter referred to as "Airport"); WHEREAS, Concessionaire is a licensed travel agency qualified to do business in the State of Texas and desires to enter into a Concession Agreement with the City for the purpose of operating a travel service at said Airport, with the understanding that the scope of business operations permitted by this Agreement is limited to offering the general public such scheduling and reservation services as are commonly associated with travel service businesses, and nothing in this Agreement may be construed as conferring any rights already granted to other Airport concessionaires and tenants; and WHEREAS, the City represents that it has the right to grant the concession by this Agreement, together with all the facilities, rights, licenses, services and privileges in the manner and to the extent hereinafter set forth; NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants hereinafter contained, the parties agree for themselves, their successors, legal representatives and assignees, as follows: 1. CONCESSION SPACE. The City hereby provides to Concessionaire, for the period and subject to the terms and conditions hereinafter stated, a Concession Space containing approximately 180 square feet and located in the main lobby of the terminal building of said Airport, the same space which is depicted and shown on the floor plan which is attached to this Agreement and made a part hereof as Exhibit "A". 2. CONCESSION TERM. This agreement and all rights herein granted to Concessionaire shall become effective July 1, 1983, and shall extend for a -1- g,b,"/94 period of three (3) years until June 30, 1986, subject, however, to earlier termination as herein provided. 3. FEES TO CITY. Concessionaire agrees to pay to the City during each year of the term of this Agreement the minimum annual concession fees as stated below, payable in advance in equal monthly installments, or the percentage of the Gross Revenues (as hereinafter defined) from the operations of the Concessionaire under this Agreement as stated below, whichever is the greater amount. MINIMUM CONCESSION FEE ANNUAL MONTHLY PERCENTAGE AMOUNT FIRST YEAR $6,600 $550 10.0% _ SECOND YEAR 7,200 600 9.0% THIRD YEAR 8,400 700 8.0% Prior to commencing operations under this Agreement, Concessionaire will deposit the sum of THREE THOUSAND DOLLARS ($3,000.00) with the City, acceptable in the form of either a certificate of deposit or an irrevo- cable letter of credit, in order to guarantee the payment of concession fees under this Agreement. Throughout the concession term, Concessionaire agrees to submit to the City, not later than the 10th day of each month, a full report, certified to be correct by an officer of the Concessionaire, of all Gross Revenues for the preceding month, together with a check for the excess, if any, of the percentage of Gross Revenues for the preceding month over the minimum concession fee. No annual adjustment of overages of percentage Gross Revenues over the monthly installments will be made. Each month will stand alone. "Gross Revenues", as used herein, shall mean all moneys earned or retained in fees and commissions by Concessionaire from its operations in the Concession Space at the Airport, but shall not include sums recovered (from insurance or otherwise) for damage to property of Concessionaire, nor for any tax levied by any governmental authority which is separately stated and collected from Concessionaire's customers. Credit risks shall be borne solely by the Concessionaire, and for purposes of payment all income shall -2- be treated in Gross Revenues whether collected or accrued, including any sums or receipts which may have been diverted by employees of Concessionaire or otherwise. 4. RESPONSIBILITIES OF CONCESSIONAIRE. The Concessionaire agrees to provide and maintain a full service travel agency at the Airport throughout the term of this Agreement. Such services shall include but are not limited to: (1) Sale of tickets for air, ground, rail and sea transportation, including tour and package plans. (2) Hotel/Motel accommodation reservations. (3) Provision of passport, passport photos, visa and tourist card assistance, as allowed by law, and travelers checks. (4) Automobile rental arrangements: (a) For rentals in Corpus Christi, only with Rental Car Agencies authorized to operate and maintain facilities at the Airport. (b) For rentals outside Corpus Christi, unlimited. (5) Obtain and maintain membership in good standing in the Air Traffic Conference of American (ATCA) and the International Air Transport Association (IATA). Business hours shall be from 6:00 a.m. to 6:00 p.m., five days per week. 5. ACCESS TO PREMISES. The right of ingress and egress to and from the Concession Space is granted Concessionaire, its employees, agents, guests, patrons, shippers and consignees over designated roadways, drives and walkways without charge, except as herein otherwise provided; however, nothing herein contained shall be deemed to limited the City's right to impose charges upon the parking of vehicles. 6. CONSTRUCTION. Concessionaire, at its own expense, may construct or install in or on any of the Concession Space hereunder any improvements, special equipment, electrical wiring, including signs, that it shall determine to be necessary for use in connection with its travel agency business; providing, however, that such improvements shall be built in accordance with applicable laws and ordinances. The City's Director of Aviation shall have the right to inspect the plans and specifications of any such improvements prior to the construction or installation thereof and -3- to refuse to permit such construction or installation if the external appearance thereof does not meet the City's reasonable requirements for substantial uniformity of appearance of all structures at the Airport, or if the type of construction or installation for the location thereof does not meet the City's reasonable requirements for the safe use of the Airport. 7. CITY'S RIGHT OF CANCELLATION. The City has the right to terminate this Agreement in its entirety upon the happening of any of the following events: (1) Immediately upon the occurrence of any act which operates to deprive the Concessionaire of the rights, powers, licenses, permits and authorizations necessary for the proper and lawful conduct and operation of the services authorized herein. (2) Immediately upon the filing by or against the Concessionaire of an assignment for the benefit of creditors, which event shall constitute a breach of this Agreement, and thereupon this Agreement shall become null and void and no benefits thereunder shall pass to any assignee or transferee thereof. (3) Immediately upon the making by the Concessionaire of an assignment for the benefit of creditors, which event shall constitute a breach of this Agreement, and thereupon this Agreement shall become null and void and no benefits thereunder shall pass to any assignee or transferee thereof. (4) Upon seven (7) days' written notice on the non-payment of fees due to the City in the event such non-payment has continued for a period of ten (10) days following the date such payment was due. (5) Upon thirty (30) days' written notice on the failure by the Concessionaire to perform, keep and observe any other of the terms, covenants and conditions of this Agreement, excepting those specifically listed above in this section,'required on the part of the Concessionaire to be performed, kept or observed. All agreements herein made and obligations assumed are to be construed also as conditions and are made upon the express condition that if -4- Concessionaire should fail to pay when due any one of the aforesaid installments of concession fees, or should fail to perform or observe any of the agreements or obligations herein made or assumed by said Concessionaire, then and thenceforth, in any of said events, this Agreement may be forfeited and thereby become null and void at the option of the City, and the City may immediately, or at any time after the breach of any of said covenants, re-enter said Concession Space, or any part thereof in the name of the whole, and repossess and have the same as the City's former estate and remove therefrom all goods and chattels not thereto properly belonging, and expel said Concessionaire and all other persons who may be in possession of said Concession Space without further demand or notice, except as provided above. _ The right in the City to terminate this Agreement as herein set forth is in addition to and not in exhaustion of such other rights that the City has or causes of action that may accrue to the City because of this Agreement, and the exercise or pursuit by the City of any of the rights or causes of action accruing hereunder shall not be an exhaustion of such other rights or causes of action that the City might otherwise have. 8. CONCESSIONAIRE RIGHT OF CANCELLATION. Concessionaire shall have the right upon the thirty (30) days notice to the City to terminate this Agreement at any time after the occurrence of one or more of the following: (a) Issuance by any court of competent jurisdiction of any injunction substantially restricting the use of the Airport for airport purposes and the remaining in force of said injunction, whether permanent or temporary, for a period of ninety (90) days, or the issuance of any injunctions restricting the Concessionaire from conducting and operating the business and facilities specified in this Agreement. (b) A breach by the City of any of the terms, covenants or conditions herein contained and the failure of the City to remedy such breach for a period of sixty (60) days after receipt of written notice from Concessionaire of the existence of such breach. (c) The assumption by the United States Government or any authorized agency thereof, or any governmental agency, of the operation, control or use of the Airport facilities, or -5- any substantial part or parts thereof in such manner as substantially to restrict Concessionaire's operations for a period of ninety (90) days or more. 9. SECURITY. The City, as a party hereto, shall not be obligated to provide any police, watchmen or fire protection, and neither the City nor any of its agents, or officers or employees shall be liable or responsible to the Concessionaire for any damages to it by reason of the lack of any such facilities or service. 10. UTILITIES. The City shall provide heat and air conditioning in the Concessionaire Space, electrical power for normal illumination, initial light bulbs and tubes, structural and systems maintenance (except structural and systems maintenance necessitated by negligence of Concessionaire) and trash pickup at a central location designated by the City. Concessionaire agrees to pay for electrical power, other than that used for normal illumination, at a cost based on consumption and prevailing rates. 11. MAINTENANCE AND REPAIR. Concessionaire, at its cost shall maintain the interior of the Concession Space as required, including but not limited to, painting, janitorial work, washing of windows inside and out (if applicable), and the replacement of light bulbs and flourescent tubes in the Concession Space. Concessionaire shall not modify or cause to be modified any portion of the Concession Space without having secured prior written approval of the City's Director of Aviation. Improvements to the building added by the Concessionaire shall at once become the property of the City, however, trade fixtures shall remain the property of the Concessionaire. 12. RULES AND REGULATIONS. Concessionaire agrees to abide by all rules and regulations which may now or hereafter be promulgated or adopted by the City, relative to the regulation of the affairs of Concessionaire and other tenants, or concessionaires at the Airport. 13. SIGNS. Concessionaire shall not erect or cause to be erected any signs at the Airport, including the interior and exterior of the Concession Space, in view of the public without having secured prior written approval of the City's Director of Aviation. 14. DAMAGE TO PREMISES. In the event the Concession Space shall be partially damaged by fire, explosion, the elements, the public enemy or -6- other casualty, but not rendered untenable, the same shall be repaired with due diligence by the City at its own cost and expense. If the damage shall be extensive as to render the Concession Space untenable, but capable of being repaired in thirty (30) days, the same shall be repaired with due diligence by the City at its own cast and expense, and the concession fees payable hereunder with respect to the concessionaire operations hereunder shall be proportionately paid up to the time of such damage and shall cease until such time as the Concession Space is fully restored. In case the Concession Space is completely destroyed by fire, explosion, the elements, the public enemy or other casualty, and is so damaged to the extent that they will or do remain untenable for more than thirty (30) days, the City shall be under no obligation to repair and reconstruct the Concession Space, and the concession fees payable hereunder shall be proportionately paid up to the time of such damage or destruction, and shall thenceforth cease until such time as the Concession Space may be fully restored. If with twelve (12) months after the time of such damage or destruction, the Concession Space shall not have been repaired or reconstructed for Concessionaire's use, the Concessionaire may give the City written notice of its intention to then cancel this Agreement in its entirety. 15. AVAILABILITY OF RECORDS AND AUDIT REPORT. The Concessionaire agrees to make available to the City or its authorized representatives at any time, from Monday through Friday inclusive, between the hours of 9:00 a.m. and 5:00 p.m., all records, books or pertinent information as may be required for audit purposes. Within 120 days following the end of each year of this Agreement, Concessionaire shall provide the City with a statement of Gross Revenues for the preceding year for the Concessionaire's operation at the Airport prepared by an independent certified public accountant who is not otherwise employed by Concessionaire. 16. INDEMNIFICATION. Concessionaire agrees to fully indemnify and forever save and hold harmless, the City, its officers, agents and employees, from and against any and all claims, actions, lawsuits, demands and liabilities, and all expenses incident to the investigation and defense thereof, based upon or arising out of damages, injuries or death to any -7- persons or their property, caused by or alleged to have been caused by the default or negligence or other activities of Concessionaire, its agents or employees, under this Agreement. Concessionaire shall procure and keep in force at all times during the term of this Agreement full liability and property damage insurance coverage in a company or companies satisfactory to the City, protecting the City against any liability or loss or claim by reason of any alleged negligent or wrongful act or conduct of Concessionaire on the Concession Space or any part or appurtenance of the Airport, or in connection with any activity related to the Airport, in the amount of $200,000/$500,000/ $100,000, which insurance coverage shall include the City as additional named insured. A certificate of insurance naming the City as additional insured shall be furnished the City in duplicate and shall not be cancel- lable except upon notice in writing to the City by certified mail ten (10) days prior to the effective date of cancellation. 17. ENJOYMENT OF PRIVILEGES. The City agrees that, on payment of the fees and performance of the covenants and agreements on the part of Concessionaire to be performed hereunder, Concessionaire shall peaceably have and enjoy the Concession Space and privileges of said Airport granted herein. Concessionaire shall not willfully permit the Concession Space to be used for any unlawful purpose or purposes that will injure the reputation of the Airport. 18. SURRENDER OF PRIVILEGES. Upon the expiration of this Agreement, Concessionaire's right to use the Concession Space and enjoy the privileges herein provided shall cease and Concessionaire shall forthwith upon such expiration or termination surrender the same. Concessionaire covenants that at the expiration of the term herein provided the Concession Space will be yielded to the City in as good condition as when the same were entered upon by the Concessionaire, fire, accident or the public enemy and reasonable wear excepted. 19. CITY ENTRY TO CONCESSION SPACE. The City or its authorized representatives may enter upon the Concession Space at any reasonable time for any purpose necessary, incidental to or connected with the performance of its obligations hereunder or in the exercise of its governmental functions. The City in no way intends to bind itself with respect to its -8- governmental functions, nor does it bargain or agree to convey or transfer its police powers or other such powers or functions hereunder. 20. ASSIGNMENT. Concessionaire shall not at any time assign this Agreement or operations hereunder, or any part thereof, without having first secured prior written approval of the City. 21. OFFICIAL NOTICE. Notices to the City provided for herein shall be sufficient if sent by certified mail, postage prepaid, addressed to the City Manager, City of Corpus Christi, P. 0. Box 9277, Corpus Christi, Texas 78469, and notices to Concessionaire if sent by certified mail, postage prepaid, addressed to Mr. Mark L. Johnstone, Village Travel, Inc., 218 Petroleum Tower, Corpus Christi, Texas 78474, or to such other respective addresses as the parties may designate to each other in writing from time to time. 22. NONDISCRIMINATION. During the performance of this Agreement, the Concessionaire, for itself, its assignees and successors in interest agree as follows: (a) The Concessionaire shall comply with the Regulations relative to nondiscrimination in Federally -assisted programs of the Department of Transportation, Title 49, Code of Federal Regulations, Part 21, as they may be amended from time to time, (hereinafter referred to as the Regulations), which are herein incorporated by reference and made a part of this Agreement. (b) The Concessionaire, with regard to the work performed by it during the Agreement, shall not discriminate on the grounds of race, color, creed, sex, handicap or national origin in the selection and retention of subcontractors, including procurements of materials and leases of equipment. The Concessionaire shall not participate either directly or indirectly in the discrimination prohibited by Section 21.5 of the Regulations, including employment practices when the contract covers a program set forth in Appendix B of the Regulations. (c) In all solicitations either by competitive bidding or negotiation made by the Concessionaire for work to be performed under a subcontract, including procurements of materials or leases of equipment, each potential subcontractor of supplier shall be notified by the contractor of the contractor's obligation under this Agreement and the Regulations relative to nondiscrimination on the grounds of -9- race, color, creed, sex, handicap or national origin. (d) The Concessionaire shall provide all information and reports required by the Regulations or directives issued pursuant thereto, and shall permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the City or the Federal Aviation Administration to be pertinent to ascertain compliance with such Regulations, orders, and instructions. Where any information required of a Concessionaire is in the exclusive possession of another who fails to refuses to furnish this information the Concessionaire shall so certify to the City or the Federal Aviation Administration as appropriate, and shall set forth what efforts it has made to obtain the information. (e) In the event of the Concessionaire's noncompliance with the nondiscrimination provisions of this Agreement, the City shall impose such sanctions as it or the Federal Aviation Administration may determine to be appropriate, including, but not limited to cancellation, termination, or suspension of the Agreement in whole or in part. The Concessionaire shall include the provisions as set out above in this Section 22 of paragraphs "a" through "e" in every subcontract, including procurements of materials and leases of equipment, unless exempt by the Regulations or directives issued pursuant thereto. The Concessionaire shall take such action with respect to any subcontract or procurement as the City or the Federal Aviation Administration may direct as a means of enforcing such provisions including sanctions for noncompliance; provided, however, that, in the event Concessionaire becomes involved in, or is threatened with, litigation with a subcontractor or supplier as a result of such direction, the Concessionaire may request the City to enter into such litigation to protect the interests of the City and, in addition, the Concessionaire may request the United States to enter into such litigation to protect the interests of the United States. -10- IN WITNESS WHEREOF this Agreement is executed in duplicate originals, both of equal force and effect, as of this day of 1983. ATTEST: CITY OF CORPUS CHRISTI, TEXAS Bill G. Read, City Secretary APPROVED: This day of May, 1983: J. Bruce Aycock, City Attorney By Edward A. Martin, City Manager By Assistant City Manager By CONCESSIONAIRE, VILLAGE TRAVEL, INC. Assistant City Attorney By Mark L. Johnstone, President -11- That the foregoing ordinance/s read for first time and wed to its second reading on this the l day of , 19 , by the following vote: Luther Jones Betty N. Turner ,, Jack K. Dumphy Bob Gulley Herbert L. Hawkins, Jr. Dr. Charles W. Kennedy Cliff Zarsky That the foregoing ordinance waA read for t second time and ppssed to its :0 -?..5.1"1 -day third reading. on this the of , 19 3 , by the following vote: Luther JonesJyt XPi Betty N. Turner Jack K. Dumphy Bob Gulley Herbert L. Hawkins, Jr. Dr. Charles W. Kennedy Cliff Zarsky That the fore og ordinanc on this the day of Luther Jones Betty N. Turner Jack K. Dumphy Bob Gulley Herbert L. Hawkins, Jr. Dr. Charles W. Kennedy Cliff Zarsky PASSED AND APPROVED, this the ATTEST: was read for the t 'rd time and passed finally , 19 , by the following vote: 1 y Secretary J. BRUCE AYCOCK, CITY ATTORNEY MAYOR 19 THE CITY OF CORPUS CHRISTI, TEXAS 17621 • PUBLISHER'S AFFIDAVIT STATE OF TEXAS, t„,County of Nueces. AD#516307 City of C.C. Before me, the undersigned, a Notary Public, this day personally came. GRACIE DE LUNA ADM. ASST. SECRETARY 76,=.1-1 who who being first duly sworn, according to law, says that he is the of the Corpus Christi Caller and The Corpus Christi Times, Daily Newspapers published at Corpus Christi, Texas, in said County and State, and that the publication of r NOTICE OF PASSAGE... of which the annexed is a true copy, was published in CALL E7TIMES_ PUBLISHING CO___ on the 38th day of May ._...__.1983., and once each day thereafter for ;0'7 r consecutive One day Times. $ 24.75 GRACIE DE LUNA ADM. ASST. SECRETARY Subscribed and sworn to before me this 31st EUGENIA S. CORTEZ day of May 19 83 Notary lhblic, Nueces County, Te as fr laza, 78475 exas Re - E.:: No , NOTICE OF PASSAG SECOND ORDINANCE Ap RI/ ToA CON.: LSERVICE TO L.w...Zhaskug RICE AT CORPUS C RISTI INTERNATION- 7. AIRPORT POR A M RIOD OF THREE C. ARS, 28 Was passed and approved Co the City Countil of the 78 ity of Corpus Christ, Tex. Wi an the 25th day of play, M 83. The full text of said I dinance is available to the C blic in the Office of the 7 t etary. -5-Bill G. Read City Secretary 6 Corpus i� 4rilv3_ AD#507721 q, City of C.C. • PUBLISHER'S AFFIDAVIT STATE OF TEXAS, tss: County of Nueces. 1 Before me, the undersigned, a Notary Public, this day personally came GRACIE DE LUNA who being first duly sworn, according to law, says that he is the ADM. ASST. SECRETARY of the Corpus Christi Caller and The Corpus Christi Times, Daily Newspapers published at Corpus Christi, Texas, in said County and State, and that the publication of 4 NOTICE OF PASSAGE OF ORDINANCE_ ON FIRST READING... of which the annexed is a true copy, was published in CALLER—TIMES PUBLISHING CO T__ on the23rd day of May.___.. ...._.19...83 and once each diiY.._........thereafter for one consecutive day One Times. 24.75 GRACIE DE LUNA CG ADM. ASST. SECRETARY Subscribed and sworn to before me this 23rd day of EUGENIA S. CORTEZ Q r t& May 19 83 _S �d Notary Pilblic, Nueces County, Texas