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HomeMy WebLinkAbout20066 RES - 11/10/1987A RESOLUTION AUTHORIZING THE EXECUTION OF AN AGREEMENT WITH ACKERLY AIRPORT ADVERTISING, INC. FOR THE RENEWAL OPTION PERIOD TO PROVIDE ADVERTISING SERVICES AT CORPUS CHRISTI INTERNATIONAL AIRPORT. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. That the City Manager is hereby authorized to execute an agreement with Ackerly Airport Advertising, Inc. for the renewal option period to provide advertising services at Corpus Christi International Airport, all as more fully set forth in the agreement, a substantial copy of which is attached hereto and made a part hereof, marked Exhibit A. ATTEST: City Secretary APPROVED: .3,.d DAY OF /1/6vr4'6er , 19 ,r7 HAL GEORGE, CITY ATTORNEY By ssi tant City — ttor 204RP027.res THE CITY OF CORPUS CHRISTI, TEXAS 20°66 MICROFILMED AGREEMENT THE STATE OF TEXAS COUNTY OF NUECES This concession agreement entered into by and between the City of Corpus Christi, Texas, a municipal corporation hereinafter referred to as "City", and Ackerley Airport Advertising, Inc., hereinafter called "Contractor"; WITNESSETH: WHEREAS, the City owns and operates the Corpus Christi International Airport, located in Corpus Christ, Nueces County, Texas, hereinafter referred to as "Airport"; and WHEREAS, the Contractor has been the advertising concessionaire as approved by Ordinance No. 17225; and, WHEREAS, the Contractor desires to exercise its option under said Ordinance to renew its lease for a term of five (5) years and has given due notice to do so, at said Airport; 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: SECTION 1. TERM OF AGREEMENT The term of this agreement shall be for a period of five (5) years commencing on November 1, 1987, with an option to renew for a period of five years at terms to be agreed upon at the time of renewal. SECTION 2. PERCENTAGE FEES AND PAYMENTS In consideration of the foregoing, Contractor agrees to pay the City fifty per cent (50%) of the total gross receipts arising from this agreement with a .•ACK 87.1 guarantee of payments to the City as follow: First year - $41,610, Second year - $45,700, Third year - $50,360, Fourth year - $57,914, and Fifth year - $66,600, payable at the end of each year. The term "Gross Receipts" as used herein shall be defined as the amount received by Contractor from advertisers or their agencies for the use of advertising space under this agreement, as set forth in SECTION 7, but shall not include any amount paid by advertisers in connection with design, fabrication or installation of the advertisements to Contractor or for telephone service. It is further understood that such gross receipts shall not include standard commissions paid to advertisers' recognized advertising agencies, quantity purchase discounts actually allowed, or any taxes imposed by law which are separately stated to and paid by a customer and directly payable by Contractor. Percentage payments shall be made by Contractor to the City on or before the tenth day of the month succeeding that in which the gross receipts are received, together with the respective gross receipts report upon which percentage payments are based and computed. Contractor shall pay and submit all reports and payments required by this agreement to the address shown below, until changed by written notification: Director of Aviation Corpus Christi International Airport 1000 International Drive Corpus Christi, Texas 78410 SECTION 3. NON-DISCRIMINATION Contractor, in exercising any of the rights or privileges herein granted to it, shall not on the grounds of race, color or national origin discriminate or permit discrimination against any person or group of persons in any manner prohibited by Part 15 of the Federal Aviation Regulations. The City is hereby granted the right to take such action, anything to the contrary herein notwithstanding, as the United States government may direct to enforce this non-discrimination covenant. SECTION 4. RECORDS Contractor shall keep true and accurate records of all transactions pertaining to this agreement. Such records shall be open to audit by City or its ACK 87.2 authorized representative during any normal business hours at the offices of Contractor. SECTION 5. STORAGE SPACE The City shall provide limited space free of charge to Contractor for handling and storage as available, at a location to be designated by the Director of Aviation. SECTION 6. LAWS, ORDINANCES AND REGULATIONS Contractor shall comply with all laws, ordinances, regulations and rules of the City and the Federal, State, County and City Governments which may be applicable to this operation under this Agreement. SECTION 7. SCHEDULE OF RATES Contractor shall submit to the Director of Aviation a schedule of monthly rates to be applied to the advertising and exhibit locations which will be subject to revision by Contractor only with the concurrence of the Director of Aviation with the understanding that they shall be subject to quantity purchase discounts and to the standard 15% deduction whenever such locations may be purchased by an advertiser's recognized advertising agency, and the standard 15% deduction or commission is actually allowed and to the other exclusions from gross receipts indicated in SECTION 2 of this Agreement. SECTION 8. APPROVAL OF ADVERTISING MATERIAL All advertising material and exhibit material, advertisements, and manner of presentation shall be subject to approval by the Director of Aviation who may disapprove any such items at his own discretion. Contractor will immediately remove from the Airport premises at its sole cost and expense, upon written demand of the Director of Aviation any display showcase, sign, poster or other advertising material which may be considered objectionable by the City. In the event that such matter is not removed immediately upon receipt of written demand, the City's representative may remove said material or display and Contractor will pay any warehouse or storage rental incurred by such action. The Director of Aviation, the City or any authorized representative shall not in ACK 87.3 any way be held responsible or liable for any damage to the equipment or material so removed. In addition to and in connection with the requirement of the Aviation Director's approval of advertising material, it is expressly agreed that there will be no political and/or alcoholic beverage advertising displayed. Political advertising means any and all campaigns or issues wherein controversy or differing opinions within the community exist including, but not limited to, local campaigns, state campaigns, national campaigns, referendums, and/or bond issues. Alcoholic beverages means any and all beverages containing alcohol in any quantity including, but not limited to, liquor, whiskey, distilled spirits, vinous spirits, brewed spirits, beer, wine and/or champagne. SECTION 9. FACILITIES AND SERVICES TO BE PROVIDED BY CITY The City shall: A. Furnish the wall spaces and/or other areas in the condition required to accept display cases and exhibits in the number, approximate sizes and types as shown on Exhibit "A" attached hereto, and any approved additional locations, except that any alterations or installations shall be made at the expense of Contractor. B. Supply electrical outlets at each designated advertising or exhibit space called for in Exhibit "B" and any approved additional locations (except for flat panel poster location). Costs of supplying new or additional outlets shall be at the expense of the Contractor. C. Provide electrical current in reasonable amounts for the lighting of advertising material and for the operation of the displays. D. Transmit to Contractor inquiries pertaining to its advertising displays, including display space rental in the Airport within a reasonable period after receipt. E. Without incurring any liability for property damage whatsoever, provide normal police surveillance and protection of the displays against vandalism or ACK 87.4 trespass and will report to Contractor the discovery of any damage or unsightly appearance requiring immediate correction. SECTION 10. SERVICES AND EQUIPMENT TO BE FURNISHED BY CONTRACTOR The Contractor shall: A. Furnish, mount, and continuously maintain in a clean and first-class condition during the entire term of this Agreement at its sole cost and expense, all advertising cases, frames, mountings, and any other materials necessary for proper advertising displays. B. Provide an experienced sales force adequate to maintain as fully as is reasonably possible a 100 per cent rental and occupancy of all available advertising display space covered by this Agreement. C. Provide adequate production personnel to assure the utmost in design and construction of exhibits and advertising material to be installed or used in said displays. D. Erect all display installations and insert all advertising matter whenever possible at hours of minimum passenger and visitor activity within Airport, or at such hours as are approved by the Director of Aviation. E. Provide the necessary personnel to insure the correct operation and maintenance of display cases and displays or other advertising matter therein located. F. Determine a schedule of rates for all advertising displays and submit same to the Director of Aviation for approval before offering to potential prospects or publication thereof; prepare form of contract with advertisers and their agents and submit same to the Director of Aviation for approval prior to offering to advertisers. SECTION 11. DEPRIVAL OF ADVERTISING SPACE If Contractor is deprived of its advertising space in said Airport because the premises are rendered untenantable or unfit for the uses and purposes contained in this Agreement, without fault on the part of Contractor, its employees, agents or independent contractors, or if the public is denied normal access to ACK 87.5 the Airport or to any parts of the Airport containing advertising displays of Contractor, for any reason, the City shall make for such periods a proportionate abatement of the payments due hereinunder. If within 90 days after the premises have been rendered untenantable or unfit as above described or the public has been denied normal access to the Airport, said premises shall not have been repaired or reconstructed, or placed in operation, Contractor may give the City written notice of its intention to cancel this Agreement in its entirety as of the date of such damage or destruction or denial of access, without any liability being incurred thereby on the part of Contractor or the City. SECTION 12. INGRESS AND EGRESS Subject to the reasonable rules of the City, Contractor, its employees, servants, patrons, invitees, suppliers of materials and furnishers of services shall have the right of ingress and egress from the premises during normal hours of operation of the terminal. SECTION 13. ASSIGNMENT AND SUBLETTING This Agreement shall not be assigned, transferred, pledged or otherwise encumbered, without the prior approval of the City. Contractor shall not sublet the use or operation of any part of the premises, nor shall the premises be utilized for any purpose than performance under this Agreement, without the prior approval of the Director of Aviation. SECTION 14. INSURANCE AND LIABILITY A. Contractor shall indemnify and save harmless the City, its agents, or employees from all suits and actions of every name and description brought against them or which may result, for or on account of any injuries or damage received or sustained by any person, persons, or property, by or from acts of the said Contractor, its agents, servants, or employees, performed on the premises of the Airport. ACK 87.6 B. Contractor shall indemnify and save harmless the City, its agents, or employees, against any claims or liability arising from or based upon the violation of any Federal, State, County, or City laws, by-laws, ordinances or regulations, by said Contractor, its agents, servants or employees. C. In the event that fire damage or damage by other casualty is sustained at any time to the Terminal Building(s), the City shall have the option to: 1. Terminate this Agreement, in which event the rent payable by Contractor shall abate, and any prepaid portion thereof be refunded; or 2. Repair said damage within a reasonable time at the City's expense, in which event the rent payable by Contractor hereunder shall abate for only so long a time as and only in the event that said premises are in untenantable condition or the public is denied access to the premises. D. Protection against loss by fire or other casualty to the contents of the premises leased shall not at any time be an obligation of the City. E. Contractor covenants and agrees to provide and keep in force public liability and property damage insurance, with public liability coverage of not less than $250,000.00 for each person and $500,000.00 for each accident and property damage coverage of not less than $100,000.00, indemnifying the City against any public liability or property damage claims, naming the City as an additional insured, and to furnish the City at all times with an appropriate certificate from the insurance carrier showing the insurance to be in force, which certificate shall also be to the effect that such insurance shall not be changed or cancelled without ten days prior written notice thereof to the Director of Aviation. SECTION 15. TERMINATION BY.CITY In addition to any other termination rights contained in this Agreement, the City shall have the right upon thirty (30) days written notice to Contractor, except for non-payment of fees, in which case such notice shall be seven (7) days, or except for bankruptcy, in which case the termination may be immediate, to terminate this Agreement any time after the occurrence of any one or more of the following events: ACK 87.7 A. Non-payment of fees due to the City and such non-payment shall continue for a ten-day period following notice in writing of such non-payment. B. If any petition shall be filed by or against Contractor to declare it bankrupt or to delay, reduce, or modify its debts or obligations, Contractor's property shall be made for the benefit of creditors, or if a receiver or trustee is appointed for it or its property, the City may treat the occurrence of any one or more of the foregoing events as a breach of the Agreement and thereupon may terminate the Agreement without notice, and immediately enter and repossess the spaces covered hereunder. C. Abandonment by Contractor and discontinuance of operations hereunder. D. Non-performance of any covenant of this Agreement, excluding the covenant of payments herein contained, and failure of Contractor to remedy such breach within a period of thirty days after receipt of written notice from the Director of Aviation of the existence of said breach. E. Contractor becomes permanently deprived of the rights, powers and privileges necessary to the proper conduct and operations of the facilities specified in the Agreement. F. Damage by fire or other casualty to the premises as set forth in SECTION 14 herein. SECTION 16. TERMINATION BY CONTRACTOR In addition to any other termination rights contained in this Agreement, this Agreement shall be subject to termination by Contractor in the event of any one or more of the following events: A. The permanent abandonment of the Corpus Christi International Airport as an air terminal. B. The lawful assumption by the United States Government, or any authorized agency thereof, of the operation, control or use of the Airport, or any substantial part or parts thereof in such a manner as to substantially restrict Contractor from operating therefrom for a period in excess of ninety days. ACK 87.8 C. Issuance by any court of competent jurisdiction of an injunction in any way preventing or restraining the use of the Airport, and the remaining in force of such injunction for a period in excess of ninety days. D. The default by the City in the performance of any covenant or agreement herein required to be performed by the City, and the failure of the City to remedy such default for a period of sixty days after receipt of written notice by Contractor to remedy the same. Upon termination of this Agreement for any reason, Contractor at its sole cost and expense, shall remove from the property and premises of the City all advertising frames, contrivances, equipment and materials which Contractor and those claiming by, through, or under it were permitted to install or maintain under the rights given by this Agreement, and shall restore said property and premises to the condition that existed immediately prior to the commencement of this Agreement, reasonable wear and tear allowed, and if it shall fail to do so within thirty days, then the City may effect such removal or restoration at the cost and expense of Contractor and it agrees to pay the City such cost and expense promptly upon receipt of proper invoice therefor. SECTION 17. AGREEMENT BINDING The terms of this Agreement shall be binding upon the executors, administrators, successors, and assigns of the parties hereto. SECTION 18. INDEPENDENCE OF AGREEMENT It is understood and agreed that nothing herein contained is intended or should be construed as in any way creating or establishing the relationship of co-partners between the parties hereto, or as constituting Contractor as the agency, representative, or employee of the City for any purpose or in any manner whatsoever. Contractor is to be, and shall remain, an Independent Contractor with respect to all services performed under this Agreement. This Agreement constitutes the entire Agreement between the City and Contractor. ACK 87.9 IN WITNESS WHEREOF, executed in duplicate originals this the day of , 1987. ATTEST: CITY OF CORPUS CHRISTI, TEXAS By: By: City Secretary City Manager APPROVED: DAY OF , 1987: Hal George, City Attorney By:.,Q(e.'.., Z.) (‘-e-/ Director of Aviation By: Assistant City Attorney CONTRACTOR AU44'[ 1(9( Airport Advertising, Inc. Ackerley ACK 87.10 By: Donald E. Carter Vice President/General Manager Corpus Christi, Texas )b day of ((/j1 -e/} , 1981 The above resolution was passed by the following vote: Betty N. Turner David Berlanga, Sr. A Leo Guerrero / Frank Mendez (,C4- , Clif Moss Bill Pruet Mary Rhodes Mary Pat Slavik Linda Strong 99.066.01 20066