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HomeMy WebLinkAbout19419 ORD - 08/05/1986AN ORDINANCE D IVE SEPARATE LEASEING AGREEMENTSCE FORORENTAL3CARICH CONCESSOIONSEATFTHE AIRPORT, BY DELETING ADDING GULFN CAR LEASINGA COMPANY d/b/a DOLLAR d/b/a DOLLAR RENT -A -CAR A ANDAND DECLARING AN EMERGENCY. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. That Ordinance No. 17113 which authorized five separate lease agreements for rental car concessions at the airport is hereby amended by deleting Laguna Leasing Company d/b/a Dollar Rent -a -Car and by adding Gulf Car Rental d/b/a Dollar Rent -a -Car and that the City Manager is hereby authorized to execute agreement, a agreementwith hcopyf of Car whichalis all attachedmore heretofully set and madea forth ithe n hereof, marked Exhibit "A." SECTION 2. That upon written request of the Mayor or five Council members, copy attached, to find and declare an emergency due to the need of executing the abovementioned agreement at the earliest practicable date, such finding of an emergency is made and declared requiring suspension of the Charter rule as to consideration and voting upon ordinances or resolutions at three regular meetings so that this ordinance is passed and shall take effect upon first reading as an emergency measure this the 5th day of August, 1986. ATTEST: 1 V' '^"' — �► City Secretary MAYOR APPROVED:, 21 DAY OF JULY, 1986 HAL GEORGE, CITY ATTORNEY By As to ant City Attor 08P.034.01 THE CI'r OF CORPUS CHRISTI, TEXAS 19419 WC AGREEMENT THE STATE OF TEXAS § COUNTY OF NUECES § KNOW ALL BY THESE PRESENTS: This Agreement made and entered into by and between the City of Corpus Christi, acting herein by and through its City Manager (hereinafter referred to as "City") and Gulf Car Rental, d/b/a Dollar Rent -a -Car, duly licensed to do business in Texas (hereinafter referred to as "Concessionaire"); WITNESSETH: WHEREAS, the City owns and operates the Corpus Christi International Airport located in Nueces County, Texas; and WHEREAS, Concessionaire is the owner of a driverless automobile business under the Code of Ordinances of City and desires to provide automobile rental service at'said International Airport: NOW, THEREFORE, in consideration of the premises, and for and in consideration of the charges, fees, rentals, covenants and agreements contained herein, the parties hereto agree as follows: ARTICLE I CONCESSION PREMISES AND PRIVILEGES The "Concession Premises" covered herein shall be the confines of the Corpus Christi International Airport which is generally located at 7700 Agnes Street, Corpus Christi, Texas. Concessionaire shall provide passenger automobile rental services for proper accommodation of passengers arriving at and departing from the Concession Premises and shall be in accordance with the terms and conditions stipulated herein. The maximum number of passenger car rental concessions allowed upon the Concession Premises shall be five (5) for the full term of this Agreement. ARTICLE II TERM OF AGREEMENT The term of this Agreement shall be for the period of eleven and one- half months(11l) beginning on date of execution. Upon expiration of this term, the Concessionaire shall be allowed to hold aver for such period as may be necessary to relet bids. Fees to be paid City during such hold over period 1 411 shall be based on the Concession Fee rates as hereinafter set forth. ARTICLE III TERMINATION OF AGREEMENT BY CITY The City may declare this Agreement terminated in its entirety, in the manner provided in Article V of this Agreement, upon the happening of any one or more of the following events and may exercise all rights of entry and reentry, with or without process of law, upon the premises leased hereby: A. Ngnpa ment. If the rentals, fees, charges, or other money payments which the Concessionaire herein agrees to pay, or any part ,thereof, shall be unpaid after the date that same shall become due. B. Insolvency Proceedings. If, during the term of this Agreement, the Concessionaire shall: 1. Apply for, or consent to the appointment of a receiver, trustee, or liquidator of all or a substantial part of its assets; 2. File a voluntary petition in bankruptcy, or admit in writing its inability to pay its debts as they come due; 3. Make a general assignment for the benefit of creditors;_ 4. File a petition or an answer seeking a reorganization, arrangement with creditors, or to take advantage of an insolvency law; • 5. File an answer admitting the material allegations of a petition filed in bankruptcy, reorganization or insolvency proceedings; or if during the term of this Agreement an order, judgment or decree shall be entered by any court of competent jurisdiction, on the application of a creditor adjudicating Concessionaire a bankrupt or insolvent, or approving a petition seeking a reorganization of Concessionaire, and such order, judgment or decree shall continue unstayed and in effect for any period of ninety (90) consecutive days. C. Default. If the Concessionaire shall have failed in the performance of any covenant or condition herein required to be performed by the Concessionaire. On the date set forth in the notice of termination, the terms of this Agreement and all right, title and interest of the Concessionaire shall expire, except as otherwise provided in Article V. ;Failure by the City to take any action upon default by the Concessionaire shall not constitute waiver of the City's right to termination. _ 2 ARTICLE IV TERMINATION OF AGREEMENT BY CONCESSIONAIRE The Concessionaire may declare this Agreement terminated in its entirety in the manner provided in Article V of this Agreement for the following causes; A. Restraining Use of Airport If a court or regulatory agency of competent jurisdiction issues an injunction or restraining order against the City preventing or restraining the use of said Airport for airport purposes in its entirety or substantial entirety. B. Abandonment of Airport. If the City shall have abandoned said Airport for a period of at least thirty (30) days and shall have failed to operate and maintain said Airport in such manner as to permit landings and takeoffs of planes by scheduled air carriers. C. Destruction or Limitation at Air ort. In the event of destruction of all or a material portion of said Airport or its facilities, or in the event that any'agency or instrumentality of the United States Government or any state or local government shall occupy said Airport or a substantial part thereof, or in the event of military mobilization or public emergency wherein a curtailment exists (either by executive decree or legislative action) of normal civilian traffic at said Airport or of the use of motor vehicles or airplanes by the general public, or in the event of a limitation of the supply of automobiles or of automobile fuel, supplies, or parts for general public use, or in the event of strikes, boycotts, labor disputes, embargoes, shortages of materials; provided, however, that any of the said events shall have resulted in material interference with Concessionaire's normal business operations or substantial diminution of Concessionaire's Gross Revenues from the Concession Premises for a period in excess of sixty (60) days. D. Default. If the City shall have failed in the performance of any covenant or condition within the control of the City and herein required to be performed by the City. ARTICLE V PROCEDURE FOR TERMINATION DR REPOSSESSION No termination declared by either party shall be effective unless and until not less than forty-five (45) days have elapsed after written notice has been sent by the moving party specifying the date upon which 3 such termination shall take effect and the cause for which this Agreement is being terminated. No such termination against the City shall be effective if such cause of default as determined by the City cannot be cured within such forty-five (45) days and if the City corrects same as promptly as is reasonably practicable. ARTICLE VI TERMINAL SPACE AND READY AND RETURN PARKING AREA The City leases to the Concessionaire, and the Concessionaire leases from the City, the space allocated Concessionaire in the Corpus Christi International Airport Terminal Building, identified by "Exhibit A" attached hereto, (hereinafter called the "Leased Premises"). The parties covenant and agree that the City, after giving sixty (60) days' notice in writing, may relocate at its expense the Leased Premises and Concessionaire's equipment to other space as comparable as possible at the Corpus Christi International Airport. The City leasest to the Concessionaire, and the Concessionaire leases from the City, a proportionate share of the total ready rent-a-car parking spaces, as shown on "Exhibit B" attached hereto, initially allocated on the basis of the minimum annual Concession Fee guarantee as bid by Concessionaire for the first year. The proportionate share of all ready rent-a-car parking spaces leased herein shall be adjusted every twelve (12) months during the term hereof, if requested by at least one of the passenger automobile rental concessionaires conducting business pursuant to concession agreements with the City. Said parking spaces shall be allocated in direct proportion to the volume of each concessionaire's gross payment to the City during the preceding twelve (12) month period as compared to the aggregate gross payments to the City of all passenger automobile rental concessionaires conducting business pursuant to concession agreements with the City. The City leases to Concessionaire, and the Concessionaire leases from the City, one parking space in the ready rent-a-car parking lot area under the canopy illustrated in "Exhibit B." The City shall have the right to relocate said parking areas assigned to the Concessionaire in accordance with the reasonable needs of the City for changes in use of the Concession Premises as may be made during the term of this Agreement. Bonafide employees of Concessionaire will be permitted to park at said 4 Airport free of charge unless additional employee parking has to be constructed in which event employees may be required to pay to City a monthly rate of up to $3.50. ARTICLE VII ACCESS Subject to Article XIII of this Agreement, the Concessionaire has the right of free access, ingress to and egress from the Leased Premises and parking areas for the Concessionaire's employees, agents, guests, patrons and invitees. ARTICLE VIII DEFINITION OF GROSS REVENUES "Gross Revenues" as used herein shall be defined as all receipts cash or credit from all sources applicable to operation of Concessionaire's rental services originating on the Concession Premises save and except the following items: 1. Sums recovered ' from insurance or otherwise for damage to automobiles or other property. 2. Any tax levied by any competent governmental authority and separately stated and collected from Concessionaire's customers. No deductions from "Gross Revenues" shall be allowed from taxes levied an concession activities, equipment, or real or personal property of Concessionaire, 3. Any amounts paid by customers of Concessionaire as additional charges for waiver by Concessionaire of its rights to recover from customer for damages to the vehicle rented. 4. Any charges collected from customers for refueling an automobile rented pursuant to a rental agreement under which the customer is obligated to return the automobile with the same amount of fuel furnished upon rental. 5. Sums recovered for intercity fees or drop charges. 6. Proceeds from sale of automobiles. 7. Any local or national discounts to customers. ARTICLE IX FEES, RENTS REPORTS, AND RELATED PROVISIONS A. Concession Fees. Concessionaire agrees to pay to the City a minimum annual guaranteed Concession Fee for the rights and privileges 5 herein granted by the City. Concessionaire covenants to pay a minimum guaranteed Concession Fee of $5083.33 for each month of the term hereof. Concessionaire shall pay to the City the minimum annual guaranteed Concession Fee or a Concession Fee in the amount of ten percent (10%) of the Concessionaire's annual Gross Revenues as herein defined, whichever is greater. 8. Revenue Payments and Activity Reports. The Concessionaire shall file with the City on or before the 20th day of each month a monthly report of Gross Revenues, the report being designed and supplied by the City. Concessionaire shall, at the time of filing its monthly report of Gross Revenues, pay the City its Concession Fee amounting to the greater of (1) ten percent (10%) of Gross Revenues, or (2) one twelfth (1/12) of the minimum annual guaranteed Concession Fee as bid. This statement of Gross Revenues shall be certified by a responsible officer of the Concessionaire. Any overpayment that might occur shall be adjusted on an annual basis and credit given in the amount of the overpayment in the next pay period. Upon expiration of this Agreement or after any hold over period, cash payment shall be made on any credits then due. The City shall have the authority to audit Concessionaire's records of Gross Revenues upon demand. Concessionaire shall submit monthly report of Gross Revenues and the number of cars delivered to and returned by the Concessionaire's customers at the Concession Premises. Such report shall show a daily breakdown by date and day of the week. City shall use the report to determine traffic flow for planning and other management purposes. Within sixty (60) days after the close of each contract year hereunder, Concessionaire shall furnish to City a -sworn 'statement showing the total of Gross Revenues at the Concession Premises for the contract year. 6 The Concessionaire shall have the right to conduct operations on a credit basis; provided, however, shall be part of its borne solely the risk of such operation income, both and the Concessionaire shall cash and credit, in its monthly Revenues. Credit given to statements of Gross out-of-pocket Concessionaire's customers pocket purchase for gas, oil,for such regardless of things as where or emergency services, and deposits, C. Other pa in computing Gross Revenues. 1. visions. Terminal S ace Rental Pa Tents . to pay the City monthl The Concessionaire month for y in of twelve dollars advance on or before the tenth agrees which the rent is due, the sumarsth) day of the square foot, per annum for Accordinto floor space (l Buil) per in said Airport Terminal Building, the initial description of the Leased Premises in Article hereof, Concessionaire is leasing 347 said Airport Terminal Building, square feet of floor space in 2. Read and Return Car Parkin S ace Rent. to pay the City, monthly The Concessionaire (10th) day of the month for which y in advance on or before the tenth each parking space taken by the rent is due, eight dollars ($8,00 Agreement, Concessionaire ) for and the number of suchunder Article VI of this hereof spaces rented may in accordance with the va rY during provisionsn9 the term 3..Prom of said Article. t Pa mens of Taxes and Fees. Concessionaire and agrees e Pay promptly all lawful covenants excises, license fees, and permit fees genera xes, special sments, 1 to asses its operation at the Concession Premises of whatever nature, applrreble to licenses, municipal, and to obtain and ken pal, state or Federal, keep curroft all its business at and required for o upon Pre said Concession the conduct is agrees not to permit any Premises, and further covenants and charges to of said taxes, assessments, become delinquent. excises, fees or 4. Un aid Fees. All unpaid fees due the C service charge of one and one-half City shall bear a n not paid and received by the City bercent (1-1/p$1 per month if same are y the payments are due, and the Concessionaire 30th day of the month a such iscbarge all costs and agrees that expenses, includin vt ornll pay and incurred or expended by the Cit g reasonable y In collectiof s on attorneys' fees, due. such .delinquent amounts 7 5. Fee and Rent Payment Bond. The Concessionaire agrees to furnish upon the commencement date of the term of this Agreement a letter of credit or a performance bond in the principal amount of one-fourth (1/4) annual minimum guaranteed Concession Fee, rounded to the nearest one thousand dollars (51,000.00). This letter of credit or bond shall guarantee the payment of the Concession Fee, rent, and Concessionaire's other obligations to pay as provided herein. The letter of credit or bond shall be in a form agreeable to the City and shall be kept in full force and effect during the term hereof. 6. Retention of Records. Concessionaire agrees that it will keep available for the benefit of the City, fora period of two (2) years after each year of the term hereof, the books and records of accounts of Concessionaire for each year, showing the Gross Revenues of Concessionaire from business conducted at the Concession Premises, the deductions therefrom, and other pertinent information required by the provisions of this Agreement. The books and records of account shall be accessible during usual business hours to City, or its duly authorized agents or auditors, for the purpose of verifying the information set forth in any certified annual statement or for the purpose of verifying compliance by Concessionaire with the terms of this Agreement, but for no other purposes. 7. Notice, Place and Manner of Payments. Payments shall be made at the Notice Address herein set forth, or at such other place in the City as the City may hereafter notify the Concessionaire, and shall be made in legal tender of the United States. 8. Independent Certified Public Accountant. Wherever an independent Certified Public Accountant is required, it is agreed that said accountant shall not be in any way a member of the Concessionaire's staff or firm. D. Temporary Reduction of Minimum Annual Guaranteed Commission Fees. In the event that one of the following conditions exists during the term of this Agreement, the minimum annual guaranteed Concession Fee provided for may be reduced for the period of time the condition continues to exist: 1. The operation of Concessionaire's car rental business at the Concession Premises is affected by shortages or other disruptions, including but not limited to rationing or other methods of allocation, in supply of automobile gasoline or other goods necessary for the operations.of•said business resulting in the diminution of Concessionaire's Gross Revenues hereunder in an amount of thirty percent (30%) for a period of thirty (30) or more consecutive days. 8 2. If for any reason the number of passengers deplaning from scheduled airline flights or regular computer flights at said Airport during any period of thirty (30) or more consecutive days shall be less than seventy percent (70%) of the number of such deplaning passengers in the same month during the preceding calendar year. Before any such reduction shall be authorized Concessionaire shall submit proof and substantiation of such diminution and the causes thereof to the City so it may properly determine whether such reduction is necessary and not attributable to conditions within the control of Concessionaire's managers, agents, and employees. ARTICLE X CONCESSIONAIRE'S OPERATIONS, RIGHTS, AND RESPONSIBILITIES A. The operational rights granted herein shall be used by the Concessionaire for the purpose of providing all customary and usual services incidental to the rental of passenger automobiles at the Concession Premises, and for the purpose of arranging for such services for the public using said Airport at such other destinations where automobile rental service is furnished by the Concessionaire. B. Subject to the provisions of this Agreement, the City covenants that Concessionaire, upon payment of the Concession Fee, rentals and otherwise performing its covenants and other obligations hereunder, shall have quiet and peaceable possession of the Leased Premises. C. The Concessionaire covenants and agrees that it will perform the herein permitted services in a professional manner by adhering to high standards of operation including, but not necessarily limited to, the following: 1. The Concessionaire shall be open for and shall conduct business and furnish services seven (7) days a week for all regularly scheduled airline flights at the Concession Premises. 2. The Concessionaire shall select and appoint a manager of the Concessionaire's operation at the Concession Premises who shall be a qualified and experienced manager or supervisor vested with full power and authority, in respect to the conduct of the operations at the Concession Premises. The manager or supervisor shall be assigned to a duty station or office at the Concession Premises where he or she shall ordinarily be available during regular business hours. D. The Concessionaire in exercising any of the rights or privileges herein granted, shall not on the grounds of race, sex, creed or national origin discriminate or permit discrimination against any person or group of persons in any manner prohibited by Part 21 of 'the Regulations of 9 the Secretary of Transportation. The City is hereby granted the right to take such action, anything to the contrary herein notwithstanding, as the United States may direct to enforce this nondiscrimination covenant. E. Concessionaire shall furnish high quality and prompt and efficient services hereunder, adequate to meet all reasonable demands therefor at said Airport. The Concessionaire may be allowed to make reasonable and nondiscriminatory discounts, rebates or other similar type of price reductions if permitted by law or by other provisions of this Agreement. F. The Concessionaire shall provide and maintain the rental automobiles made available hereunder at the Concessionaire's sole expense, in good operative order, free form known mechanical defects, and in a clean, neat and attractive condition inside and outside. None of the foregoing is intended by the City as a warranty but rather as a general standard of operations for Concessionaire. G. The Concessionaire shall make available at the Concession Premises only new and late model automobiles in such number as is required by the reasonable demand for same. H. The Concessionaire covenants that it shall take all reasonable measures in every proper manner to maintain, develop and increase the business conducted by it hereunder, and the Concessionaire shall not divert or cause or allow any business to be diverted from the Concession Premises by referral or any other method. Any action taken by the Concessionaire to induce its patrons to rent or receive vehicles in such a manner and at such places so as to diminish the Gross Revenues of the Concessionaire under this Agreement shall constitute a material breach hereof and a cause for the termination of this Agreement by the City. I. The Concessionaire's personnel performing services hereunder shall be distinctively uniformed, neat, clean and courteous. The Concessionaire's oral solicitation of business at the Concession Premises shall be confined to such locations on the Concession Premises as the Concessionaire and the City shall mutually agree as being sufficient to properly serve the needs of the Concessionaire. The Concessionaire shall prohibit and restrain its agents, servants and employees from loud, noisy, boisterous or otherwise objectionable promotion of the services offered, and upon objection from the City concerning the conduct or appearance of 10 any such persons, shall immediately take all steps reasonably necessary to remove the cause of the objection. J. The Concessionaire shall at all times during the term hereof keep at the Concession Premises true, accurate, complete and auditable records. Reports to the City shall be in a form satisfactory to the City and shall include all business conducted at the Concession Premises, and the Concessionaire further agrees that the City shall have the right, through its duly authorized agents or representatives, to examine all pertinent books and records at any and all reasonable times for the purpose of determining the accuracy thereof and of the reports required to be made by the Concessionaire under the provisions of this Agreement. The making of any willfully false report of Gross Revenues by the Concessionaire shall be grounds for the immediate cancellation and termination of this Agreement at the option of the City. K. Noncompliance with any portion of Article X of this Agreement may constitute 'a material breach thereof, and in the event of noncompliance or continued and substantial noncompliance, the City shall have the right to terminate this Agreement without liability therefor. ARTICLE XI IMPROVEMENTS TO AND USE OF THE LEASED PREMISES Concessionaire shall plan, design, construct and furnish any improvements to be made to the Concessionaire's Leased Premises within the Corpus Christi International Airport Terminal Building. The Concessionaire shall cause any construction and installations hereunder to be coordinated with the City. All proposed future changes of the improvements during the term of this Agreement shall be approved in the same manner. Title to the Leased Premises shall at all times remain with the City. Upon the termination of this Agreement, title to the Concessionaire's leasehold improvements, except any overhead signs or counter, shall vest in the City. ARTICLE XII OCCUPANCY OF LEASED PREMISES The taking of possession of the Leased Premises by the Concessionaire shall constitute acknowledgment by the Concessionaire that the premises are in good condition and suitable for occupancy. 11 • A. The Concessionaire accepts all premises "as is" and agrees to perform all needed maintenance at its sole cost, except that the City shall perform all repairs to the structure of said Terminal Building. B. It is understood and agreed that the Concessionaire is to make no material removals, additions or alterations to the Leased Premises without the prior written approval of the City and that the Concessionaire shall provide all counters, signs, gates or doors necessary for the use of the Leased Premises in said Terminal Building for the conduct of its business. C. All construction and improvements including plans, proposal, materials, colors of materials, and designs shall be submitted to the City, and the Concessionaire shall not commence the construction of any improvements on the Leased Premises without the prior written approval of the City. D. The Concessionaire shall maintain in good repair and in neat and clean condition all improvements, construction or furniture. furnishings or equipment placed on the ,Leased Premises. The Concessionaire shall be responsible for the care of the Leased Premises and shall permit no damage to existing improvements. No spikes, hooks, nails, or any other devices shall be driven or screwed into the walls or other surfaces of the Leased Premises. E. The Concessionaire agrees to maintain the Leased Premises in a neat and orderly condition, free from all danger of fire and personal injury and to refrain from activities which may destroy or damage the Leased Premises. No flammable material shall be stored, nor will the Leased Premises be used for any purpose which will increase the rate of insurance thereon. At the end of the term, the Concessionaire agrees to deliver the Leased Premises to the City in the same conditionas when rented, normal wear and tear, acts of God and other casualties excepted. Janitorial service shall be provided by the City. F. No sign or advertisement of the Concessionaire or others shall be affixed, kept or distributed on any part of the Leased Premises except only if such color, size, substance, style and material and method of attachment shall be first approved by the City. The City reserves the right to remove, without notice to the Concessionaire, all signs or advertisements not having prior approval. 12 G. The Concessionaire shall not permit any unlawful practice to be committed at the Concession Premises nor to make or permit any use of the same for any purpose not herein authorized. The Concessionaire shall not use or permit the use of said Premises in any way which will disturb other tenants or concessionaires at said Airport. H. The Concessionaire shall not interfere or permit to be done anything which may interfere with the effectiveness or accessibility of the utility, heating, ventilating or air conditioning systems or portions thereof on the Leased Premises or elsewhere in said Airport, nor do or permit to be done anything which may interfere with free access and passage in the Leased Premises or the public areas adjacent thereto, or in the street or sidewalks adjoining such premises at said Airport, or hinder police, fire fighting or other emergency personnel in the discharge of their duties. I. The Concessionaire shall not do or permit to be done any act or thing on the Leased Premises which will invalidate any fire insurance policies required under this Agreement or carried by the City covering said Terminal Building and ready areas which, in the opinion of the City, may constitute a hazardous condition that will increase the risks normally attendant upon the operations contemplated under this Agreement. The Concessionaire shall promptly observe, comply with, and execute the provisions of. any and all present and future rules and regulations, requirements, orders, and directions of the City which may pertain or apply to the operations in or on its Leased Premises. J. The City shall furnish heating and air conditioning to the Leased Premises in such degrees as it is furnished to other tenants in the same areas, and the City shall not be liable for any failure to supply same when such failure is not due to negligence on its part. General area light will be furnished by the City through the fixtures installed for the general lighting of the area. ARTICLE XIII USE AND MAINTENANCE OF LEASED PREMISES Compliance With Laws and Regulations. The Concessionaire shall comply with all statutes, laws, ordinances, orders, judgments, decrees, regulations, directions and requirements of all federal, state, city, and 13 other governmental authorities, now or hereafter applicable to the Leased Premises or to any adjoining public ways, as to the manner of use or the condition of the Leased Premises and Concessionaire's improvements thereon or of adjoining public ways. B. Repairs and Maintenance. The cost of maintenance and repair of the Leased Premises shall be borne by the Concessionaire, except that the City shall maintain and repair the structure and the mechanical systems of said Terminal Building. C. Right to Enter, Inspect, and Make Repairs. The City and its authorized officers, employees, agents, contractors, subcontractors and other representatives shall have the right (at such times as may be reasonable under the circumstances and with as little interruption of the Concessionaire's operations as is reasonably practicable to enter upon and in the Leased Premises for the following purposes: 1. To inspect such premises to determine whether the Concessionaire has complied and is complying with the terms and conditions of this Agreement. 2. To perform maintenance and make repairs in any case where the Concessionaire is obligated, but has failed to do so after the City has given the Concessionaire reasonable notice so to do, in which, event the Concessionaire shall reimburse the City for the reasonable cost thereof promptly upon demand. ARTICLE XIV LIABILITIES, INSURANCE AND INDEMNIFICATION A. Liability Insurance. The Concessionaire at its expense at all times during the term hereof shall cause the City and the Concessionaire to be insured on an occurrence basis, under policies no more restrictive than the standard form of comprehensive liability policy, against the claims of any and all persons for personal or bodily injury in a sum of not less than five hundred thousand dollars ($500,000) for any one person or occurrence occurring on the Leased Premises or incidental to the operations of the Concessionaire hereunder, and not less than two hundred thousand dollars (0200,000) each occurrence for property damage. Such insurance shall specifically insure the obligations of the Concessionaire to indemnify the City. Insofar as the insurance provides protection against liability for damages to third party for personal or bodily injury, death and property damage, the City shall be included as a named insured; provided, however, such liability insurance coverage shall also extend to damage, destruction 14 l and injury to City owned or leased property and City personnel and caused by or resulting from work, acts, operations, or omissions of the Concessionaire, its officers, agents, and employees. The City shall have no liability for any premiums charged for such coverage, and the inclusion of the City as a named insured is not intended to, and shall not, make the City a partner or joint venturer with the Concessionaire in its operations at the Concession Premises. - B. Future Insurance Requirements. The Concessionaire and the City understand and agree that the minimum limits of the insurance herein required may become inadequate, and the Concessionaire agrees that it shall increase such minimum limits upon receipt of notice in writing from the City. Such notices to change shall, in general, be issued with no more frequency than every two years of the term of this Agreement, however, the City may take note of indemnification awards being granted by the courts and direct an increase in the minimum limits of the insurance requirements at anytime during the term'of this Agreement. C. Limitation as to Policies. All policies of insurance required herein shall name the City as additional insured and be in a form and in a company or companies approved by the City, and qualified to do insurance business in the State of Texas. Each such policy shall provide that the policy may not be materially changed, altered or cancelled by the insured or insurer during its term without first giving thirty (30) days' notice to the City. 0. Evidence of Insurance. Certificates, or other evidence of insurance coverage required of the Concessionaire in this Article, shall be delivered to the City in form and content satisfactory to the City. At least thirty (30) days prior to the expiration of any such policy, the Concessioraire shall submit to the City a certificate showing that such insurance coverage has been renewed or replaced. If such coverage is cancelled or reduced, the Concessionaire shall, within fifteen (15) days after the date of such written notice from the insurer of such cancellation or reduction of coverage, file with the City a certificate showing that the required insurance has been reinstated or provided •through another insurance company or companies. 15 (- E. Adjustment of Claims. Concessionaire shall provide for the prompt and efficient handling of all claims for bodily injury, property damage or theft arising out of the activities of Concessionaire under this Agreement. Concessionaire agrees that all such claims, whether processed by Concessionaire or its insurer either directly or by means of an agent, will be handled by a person or representative of the Concessionaire. F. Conditions of Insurance Default. If at any time the Concessionaire shall fail to obtain the insurance as required herein, the City may effect such insurance by taking out policies with companies satisfactory to the City. The amount of the premium or premiums paid for such insurance by the City shall be payable by the Concessionaire to the City with the installment of rent thereafter next due under the terms of this Agreement, with interest thereon at the rate of eight percent (86) per annum. G. Indemnification. The Concessionaire agrees to indemnify and save harmless the City, its officers, agents and employees, from and against any and all loss of or damage to property of third persons, or injuries to, or death of any person or persons, and from any and all claims, damages, suits, costs, expense, liability, actions or proceedings of any kind whatsoever, in any way resulting from, or arising out of the acts and omissions of officers and employees of the Concessionaire arising out of this Agreement.or the use and occupancy of the Leased Premises and said Airport. ARTICLE XV TERMINATION OF LEASE, SURRENDER OF LEASED PREMISES The Concessionaire covenants and agrees that at the expiration of this Agreement or at any earlier termination thereof, it will quit and surrender the Leased Premises and the improvements in good state and condition, reasonable wear and tear, acts of God and other casualties excepted, and the City shall have the right to take possession of the Leased Premises and the improvements with or without process of law. ARTICLE XVI ASSIGNMENT AND SUBLETTING The Concessionaire agrees not to sublet the Leased Premises or any part thereof, or any of the facilities described herein, nor assign this Agreement or any portion of the term hereof, without the written 16 consent of the City. Such consent shall not be arbitrarily withheld, provided, however, any successor, sublessee or assign, in interest in this Agreement must meet all pertinent requirements as outlined herein. ARTICLE XVII LIENS AND CLAIMS, MECHANIC'S AND MATERIALMAN'S The Concessionaire agrees not to permit any mechanic's or materialman's or any other lien to be foreclosed upon the Leased Premises or any part or parcel thereof, or the improvements thereon, by reason of any work or labor performed or materials furnished by any mechanic or materialman or for any other reason. ARTICLE XVIII OTHER PROVISIONS A. No Personal liability. No director, officer, employee or other agent of either party shall be personally liable under or in connection with this Agreement while performing in good faith the duties therein. B. Agreements With the United States. This Agreement is subject and subordinate to the provisions of any agreements heretofore made between the City and the United States, relative to the operation or maintenance of said Airport, the execution of which has been required as a condition precedent to the expenditure of Federal funds for the extension, expansion, or development of said Airport. Any agreement hereinafter made between the City and the United States will not be inconsistent with rights granted to Concessionaire herein. C. Modifications for Granting FAA Funds. In the event that the Federal Aviation Administration requires, as a condition precedent to granting of funds for the improvement of said Airport, modifications or changes to this Agreement, Concessionaire agrees to consent to such reasonable amendments, modifications, revisions, supplements or deletions of any of the terms, conditions, or requirements of this Agreement, as may be reasonably required to enable the City to obtain said Federal Aviation Administration funds, provided that in no event shall such changes impair the rights of Concessionaire. D. Governing Law. This Agreement shall be deemed to have been made in, and be construed in accordance with the laws of the State of Texas. 17 E. Notice Address. Except as herein otherwise expressly provided, all notices required to be given to the City hereunder shall be in writing and shall be sent by certified mail, return receipt requested, to the Airport Manager, Corpus Christi International Airport, Route 2, Box 902, Corpus Christi, Texas 78410. A11 notices, demands and requests by the City to Concessionaire shall be sent by certified mail, return receipt 2820 S.P.I.D., Suite 290 requested, addressed to Concessionaire to: Corpus Christi, Texas 78415 . Either party may designate in writing from time to time any changes in addresses or any addresses of substitute or supplementary persons in connection with said notices. The effective date of service of any notice shall be the date such notice is received by the other party. F. Amendments. This Agreement may be amended from time to time by written agreement duly authorized and executed by representatives of all the parties hereto. G. Force Majeure. Neither the City nor Concessionaire shall be deemed in violation of this Agreement if it is prevented from performing any of the obligations hereunder by reason of strikes, boycotts, labor disputes, embargoes,shortages of material, acts of God, acts of the public enemy, acts of superior governmental authority, weather conditions, riots, rebellion, sabotage, or any other circumstances for which it is not responsible or which is not within its control. H. Invalid Provisions. In the event any covenant, condition or provision herein contained is held to be invalid by a court of competent jurisdiction, the invalidity of any such covenant, condition or provision shall in no way affect any other covenant, condition or provision. I. Headings. The headings of the Articles of this Agreement are inserted only as a matter of convenience and for reference and in no way define, limit or describe the scope or intent of any provisions of this Agreement and shall not be construed to affect to any manner the terms and provisions hereof or the interpretation or construction hereof. J. Withholding Required Approvals. Whenever the approval of the City or of Concessionaire is required, no such approval shall be unreasonably requested or withheld. . K. Successors and Assigns. A11 of the terms, provisions, covenants, stipulations, conditions and considerations of this Agreement shall extend 18 *6- to and bind the legal representative, successor, sublessees and assigns of the respective parties hereto. is L. Rights Cumulative. The rights and remedies of the City and the Concessionaire specified in this Agreement are not intended to be, and shall not be, exclusive of one another or exclusive of any common law right of either of the parties hereto. M. Waivers. No waiver of default by either party of any of the terms, covenants and conditions hereof to be performed, kept and observed by the other party shall be construed as, or operate as, a waiver of any subsequent default of any of the terms, covenants or conditions herein contained, to be performed, kept and observed by the other party. N. Gratuities. The City may cancel this Agreement if it is found that gratuities in the form of entertainment, gifts, or otherwise, were offered or given by the Concessionaire or any of its agents or representatives, to any City official or employee with a view toward securing the rights and 'privileges granted herein or toward securing favorable treatment with respect to the wording, amending, or making of any determinations with respect to the performance of the Agreement. In the event this Agreement is cancelled by the City pursuant to this provision, the City shall be entitled, in addition to any other rights and remedies, to recover from the Concessionaire a sum equal in amount to the cost incurred by Concessionaire in providing such gratuities. 0. Entire Agreement. This Agreement, together with all exhibits attached hereto, constitutes the entire Agreement between the parties hereto and all other representatives of statement heretofore made, verbal or written, are merged herein and this Agreement may be amended only in writing, and executed by duly authorized representatives of the parties hereto. 19 EXECUTED IN DUPLICATE this the day of 1986, ATTEST: CITY OF CORPUS CHRISTI, TEXAS Armando Chapa, City Secretary Craig McDowell, City Manager APPROVED AS TO LEGAL FORM: DAY OF , 1982: HAL GEORGE, CITY ATTORNEY 8y. Assistant City Attorney ATTEST: - CONCESSIONAIRE By By Its Its 20 .. City of Corpus Christi Ordinance 17172, as amended, requires all persons or firms seeking to do business with the City to provide the following information. Every question must be answered. If the question is not applicable, answer with "NA." Corporations whose shares are publicly traded and listed on national or regional stock exchanges or over-the- counter markets may file a current Securities and Exchange Commission Form 10•K with the City in lieu of answering the questions below. See reserve side for definitions. CITY OF CORPUS CHRISTI DISCLOSURE OF INTERESTS FIRM NAME. STREET: - CITY: 71P• FIRM is: 1. Corporation ( ) 2. Partnership ( ) 3. Sole Owner ( ) 4. Association ( ) 5. Other ( ) DISCLOSURE QUESTIONS If additional space is necessary, please use the reverse side of this page or attach separate sheet. 1. State the names of each "employee" of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named "firm." Name Job Title and City Department (if known) 2. State the names of each "official" of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named "firm". Name Title 3. State the names of each "board member" of the City of Corpus Christi having an "ownership interest' constituting 3% or more of the ownership in the above named "firm." Name Board, Commission, or Committee CERTIFICATE I certify that all information provided is true and correct as of the date of this statement, that I have not knowingly withheld disclosure of any information requested; and that supplemental statements will be promptly submitted to the City of Corpus Christi, Texas as changes occur. Certifying Person: Title. (Ty,. w Pant) Signature of Certifying Person: Date. oa NORTH .. P.CNTAL_. is _. j KE N1AL.__'6.'.-_. is-i%i s=sL 5:P-• -• ::.447-:5 F__ : . AV's' EKT•Y'. rat r• 9AGGA'GE CLWn 11.1110. K H-rAL'Z' KENI-AL-7P'' r 1s1 P. ns+. astsi KEN'fAL'G:.� DoiLA EI.6T CONCOURSE .. ZAK KEN-1AI_ AAENC-Y GoKYLIS'• GIiKIS'TI IN'iEKNAYfONAL�-AI(�POf�' -- -• • ' I • COTTEN/LANDRETH ARCHITECTS 424 SCHATZEL, SUITE A CORPUS CHRISTI. TEXAS 78401 • DIC gertrrets, Cisyl{/.L FG G. 27.11,3 • • -� •S H"Kw h rfl - .off t a � l III I 1 1 I I I I I I. I I 1 1 I 1 1 I I 1 1 I EAKKI ;12 .; F� ��.: t i Lo -r • 'RI'US �� 3 ....5PAc.5 ) GI-IKI%TI 1 NTGKNATIoNAL Al RPOR'r Hertz - Yellow (46 spaces) National = green (30 spaces) Avis - red (29 spaces) Budget - orange (17 spaces) Dollar - blank (11 spaces) FE.V. L3, I182._ NORTH . COTTEN/LANDRETII ARCF: ui &CIIA17EL, LUWI'E / C/1hYUS CIIIIISII, TEXAS 7w' • Corpus Christi, Tex L day of TO THE MEMBERS OF THE CITY COUNCIL Corpus Christi, Texas , 1984 For the reasons set forth in the emergency clause of the foregoing ordinance or resolution, an emergency exists requiring suspension of the Charter rule as to consideration and voting upon ordinances or resolutions at three regular meetings; I/we, therefore, request that you suspend said Charter rule and pass this ordinance or resolution finally on the date it is introduced, or at the present meeting of the City Council. Respectfully, Respectfully, Council Members MAYOR THE CITY of!!,/ 'CORPUS CHRISTI, TEXAS The above ordinance was passed,.y the following vote: Luther Jones Dr. Jack Best David Berlanga, Sr. Leo Guerrero Joe McComb Frank Mendez Bill Pruet Mary Pat Slavik Linda Strong 19419