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HomeMy WebLinkAbout020287 ORD - 04/26/1988AN ORDINANCE AUTHORIZING THE EXECUTION OF AN AGREEMENT WITH LOMA ENTERPRISES D/B/A DOLLAR RENT -A -CAR FOR A CAR RENTAL CONCESSION AT CORPUS CHRISTI INTERNATIONAL AIRPORT NOT TO EXCEED TEN MONTHS; AND DECLARING AN EMERGENCY. 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 an agreement with Loma Enterprises d/b/a Dollar Rent-A-Car for a car rental concession at Corpus Christi International Airport not to exceed ten months, all as more fully set forth in the agreement, a substantial copy of which is attached hereto as 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 for the efficient and effective administration of City affairs, such finding of an emergency is made and declared requiring suspension of the Charter rule as to consideration and voting upon ordinances at three regular meetings so that this ordinance is passed and shall te effect upon fir t reading as an emergency measure this the 616 day of (JPittl , 19 $ . ATTEST: City Secretary M YOR APPROVED: ArA4 DAY OF 40/j/ , 19g( HAL GEORGE, CITY ATTORNEY By Asses ant Cg ttorne 206RP049.ord aaptit_ THE CITY OF CORPUS CHRISTI, TEXAS 20287 MICROFILMED RENT -A -CAR CONCESSION AGREEMENT THIS RENT -A -CAR CONCESSION AGREEMENT (this "Agreement") is entered into by and between the City of Corpus Christi, a municipal corporation having home rule powers under the laws of the State of Texas (the "City") and Loma Enterprises, Inc., d.b.a. Dollar Rent-A-Car, (the "Concessionaire"); WHEREAS, the City owns and operates the City of Corpus Christi International Airport, located at 1000 International Drive, Corpus Christi, Nueces County, Texas (the "Airport"); and WHEREAS, the Airport currently has an immediate vacancy for the provision of automobile rental service and the necessity exist to provide such service to the public during the peak season of the summer months; WHEREAS, Concessionaire desires to provide an automobile rental service at the Airport for the use and benefit of passengers arriving at or departing from the Airport during this peak season prior to the execution and approval of a long term agreement with the City; NOW, THEREFORE, in consideration of the premises, and the charges, fees, rentals, covenants and agreements contained herein, the parties agree as follows: Article I CONCESSION PREMISES, PRIVILEGES, AND TERMS The "Concession Premises" covered herein shall be within the confines of the Corpus Christi International Airport, 1000 International Drive, Corpus Christi, Texas, as more fully described in the proposed Dollar Rent-A-Car Concession Agreement, attached hereto and made a part hereof for all purposes as Exhibit 1 (the "Dollar Rent-A-Car Agreement"). All terms, representations, and covenants contained in the Dollar Rent-A-Car Agreement, including all attachments and specifically including location of the Concession Premises, Leased Premises, and Automotive Service Facility, shall govern this Agreement. Article II LENGTH OF AGREEMENT This Agreement shall expire no later than ten (10) months from the execution hereof or upon the effective date of the Dollar Rent-A-Car Agreement, whichever occurs sooner. In no event shall this Agreement exceed ten (10) months duration from the date first written below and the City may exercise all rights pursuant to Article III of the Dollar Rent-A-Car Agreement, incorporated herein by reference, for the termination of this Agreement or to acquire repossession of the Concession Premises. 501AG024.agr:b1 EXHIBIT "A" Acceptance and approval of this Agreement shall not be construed or deemed approval of the Dollar Rent-A-Car Agreement by the City, such decision and approval of the Dollar Rent-A-Car Agreement being within the sole discretion as provided by and subject to the Charter of the City of Corpus Christi and the laws of the State of Texas. IN WITNESS THEREOF, the parties have executed this Agreement to be effective as of , 1988. ATTEST: CITY OF CORPUS CHRISTI BY BY Armando Chapa, City Secretary Juan Garza, City Manager Approved this day of LOMA ENTERPRISES INC., DBA 1988 by HAL GEORGE, City Attorney DOLLAR RENT -A -CAR, CONCESSIONAIRE BY BY Assistant City Attorney Its 501AG024.agr:b1 Exhibit "A" Lots 1 B 2 Hertz Lots 3 & 3A National Lots 4 B 5 Avis Lot 6 Budget 1-04 Ooi\o.R 1 Pt: WELL. WATER LINE EASEMENT NO BUILDING PERMITTED PAVEMENT IS PERMITTED i• • • 2 r• -k • • i . • S 4TgTuX3 ZS61.4.2 *S174 • Wdl, 39.`79htl9 E z V• 0 J m z • k. J • 'L. 3 4TQTgx Exhibit 1 DOLLAR RENT -A -CAR CONCESSION AGREEMENT THIS RENT -A -CAR CONCESSION AGREEMENT (this "Agreement") is entered into by and between the City of Corpus Christi, a municipal corporation -having home rule powers under the laws of the State of Texas (the "City") and Loma Enterprises Inc., d.b.a. Dollar Rent-A-Car,(the "Concessionaire"); WHEREAS, the City owns and operates the City of Corpus Christi International Airport, located at 1000 International Drive, Corpus Christi, Nueces County, Texas (the "Airport"); and WHEREAS, Concessionaire desires to provide an automobile rental service at the Airport for the use and benefit of passengers arriving at or departing from the Airport; NOW, THEREFORE, in consideration of the premises, and the charges, fees, rentals, covenants and agreements contained herein, the parties agree as follows: Article I CONCESSION PREMISES AND PRIVILEGES The "Concession Premises" covered herein shall be the confines of the Corpus Christi International Airport, 1000 International Drive, Corpus Christi, Texas. This concession shall provide passenger automobile rental services for proper accommodation of passengers arriving at and departing from the Concession Premises. The Concession Premises is defined as the Leased Premises allocated to Concessionaire within the Airport Terminal Building as identified on Exhibit A, attached hereto and made a part hereof for all purposes; a proportionate share of the total rent -a -car parking spaces shown on Exhibit B, attached hereto and make a part hereof for all purposes, as allocated by the Director of Aviation to Concessionaire under the terms of this Agreement; the parking space from the ready rent -a -car parking lot under the canopy illustrated on Exhibit B and allocated to Concessionaire, attached hereto and made a part hereof for all purposes; and the commercial building site for use as an Automotive Service Facility. Article II TERM OF AGREEMENT The term of this Agreement shall be for a period of three years commencing upon sixty days after final approval by the City Council. Upon expiration of the original term, Concessionaire shall be allowed to hold over for such period as may be necessary to re -let bids. Fees to be paid City during such holdover period shall be based on the third year concession fee rate as set forth hereinafter. 501AG025.agr:b1 1 Article III TERMINATION AND REPOSSESSION 3.1 Termination of Agreement by City. The City may declare this Agreement terminated in its entirety, in the manner provided in Section 3.3 of this Agreement, upon the happening of any one or more of the following events and may exercise all rights of entry and re-entry upon the premises with or without process of law: A. Nonpayment: 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 reorganization or arrangement with creditors, or to take advantage of an insolvency law; or 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 as 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 consecutive days; or C. Default: Should the Concessionaire fail in the performance of any covenant or condition herein required to be performed by the Concessionaire. Except as otherwise provided in Section 3.3, the term of this Agreement and all right, title and interest of the Concessionaire shall expire on the date set forth in the notice of termination. Failure by the City to take any action upon default by the Concessionaire shall not constitute waiver of the City's right of termination. 501AG025.agr:b1 2 3.2 Termination of Agreement by Concessionaire. The Concessionaire may declare this Agreement terminated in its entirety, in the manner provided in Section 3.3 of this Agreement, for the following causes: A. Restraining Use of Airport: Should a court or regulatory agency of competent jurisdiction issue an injunction or restraining order against the City preventing or restraining the use of the Airport for airport purposes in its entirety or substantial -entirety. B. Abandonment of Airport: Should the City abandon the Airport for a period of at least thirty days and fail to operate and maintain an Airport in such manner as to permit landings and takeoffs of planes by scheduled air carriers; C. Destruction or Limitation at the Airport: In the event of destruction of all or a material portion of the Airport or its facilities, or in the event that any agency or instrumentality of the United States Government or any state or local government were to occupy the Airport or a substantial part thereof, or in the event of military mobilization or public emergency wherein there is a curtailment (either by executive decree or legislative action) of normal civilian traffic at the 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, shortage of materials; provided however that any of the said events shall result 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 days; or D. Default: Should the City fail to perform any covenant or condition on within the control of the City herein required to be performed by the City. 3.3 Procedure For Termination or Repossession. No termination declared by either party shall be effective unless and until forty-five days have elapsed after written notice has been sent by either party specifying the date upon which 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 days and if the City corrects same as promptly as reasonably practicable. Article IV CONCESSION PREMISES 4.1 Terminal Space. The City leases to the Concessionaire, and the Concessionaire takes from the City, space allocated in the Airport Terminal Building, identified in Exhibit "A" as attached hereto (herein called the "Lease Premises"). Concessionaire will be allowed to retain counter and office space 501AG025.agr:bl 3 presently occupied, or will be assigned to available space to the extent space is available. No additional space is available for this function at the Airport. The parties covenant and agree that the City after giving sixty days notice in writing, may relocate at its expense the Leased Premises and Concessionaire's equipment to other comparable space, as determined by the Director of Aviation at the Airport. 4.2 Rent-A-Car Space. The City leases to Concessionaire and Concessionaire leases from the City, a proportionate share of the total ready rent -a -car parking spaces shown in Exhibit "B" attached hereto (herein called "Ready Space"), initially allocated on the basis of the minimum annual concession fee guarantee as bid by Concessionaires for the first year. If requested by at least one of the Concessionaires conducting business pursuant to concession agreements with the City, the proportionate share of the ready rent -a -car spaces shall be adjusted upon each twelve month anniversary of this Agreement during the term hereof. Space shall be allocated in direct proportion to the volume of each Concessionaire's gross payment to the City during the preceding twelve month period, as compared to the aggregate gross payments to the City of all passenger automobile rental concessionaires conducting business pursuant to concession agreement with City. 4.3 Canopy Rent-A-Car Space. 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" (herein called "Canopy Space"). The City reserves the right to relocate said parking areas assigned to the Concessionaire in accordance with reasonable needs of the City for changes in use of the Concession Premises as may be made during the term of this Agreement. Bona fide employees of Concessionaire will be permitted to park at Airport free of charge, unless additional employee parking has to be constructed, at which time employees would be required to pay a monthly rate of up to $15.00. 4.4 Automotive Service Facility. The City leases to Concessionaire, and the Concessionaire leases from the City, 20,000 square feet as designated by the Director of Aviation shown on Exhibit "C" attached hereto and made a part hereof for all purposes (herein called the "Automotive Service Facility") for the use of Concessionaire for a commercial building site for use as an automotive service facilities at the Airport. Title to all improvements, except for trade fixtures, equipment, and personal property, constructed for the Automotive Service Facility shall transfer to the City as provided in Section 8.4. All risk of loss, taxes, assessments, fees, or utilities resulting from the construction or use of the Automotive Service Facility shall be the responsibility of Concessionaire. 4.5 Access. To the extent permitted by 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. 4.6 Occupancy of Leased Premises. The taking of possession of the Leased Premises by the Concessionaire shall constitute acknowledgement by the Concessionaire that the Leased Premises are in good condition and suitable for occupancy by Concessionaire. 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 the Terminal Building. 501AG025.agr:b1 4 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 as determined by the Director of Aviation and that the Concessionaire shall provide all counters, signs, gates or doors necessary for the use of the Leased Premises in the Terminal Building for the conduct of its business. 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 as determined by the Director of Aviation. 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 or the Automotive Service Facility. 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 device shall be driven or screwed into the walls or other surfaces of the Leased Premises. 4.7 Maintenance and Use of Premises. Concessionaire shall at all times maintain its Leased Premises in a neat, orderly, sanitary and presentable condition and provide its own janitor service. Leased Premises shall be free from all danger of fire and personal injury and Concessionaire shall 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 condition as when rented, normal wear and tear excepted. No sign or advertisement of the Concessionaire or others shall be affixed, kept or distributed on any part of the Leased Premises unless such color, size, substance, style, material and method of attachment shall be first approved by the Director of Aviation. The City reserves the right to remove, without notice to the Concessionaire, all signs or advertisements not having prior approval. The Concessionaire shall not permit any unlawful practice to be committed on its 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 Concession Premises in any way which will disturb other tenants or Concessionaires at said Airport. 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 system, 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. The Concessionaire shall not do or permit to be done any act or thing on its Leased Premises which will invalidate any fire insurance policies required 501AG025.agr:bl 5 under this Agreement or carried by the City covering the 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. The City shall furnish heating and air conditioning to the Leased Premises in such degrees as is furnished to other tenants in the same building area, and the City shall not be liable for any failure to supply the 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. 4.8 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 other governmental authorities now or hereafter applicable to the Concession Premises or to any adjoining public ways, as to the manner or use or the condition of the Concession Premises and Concessionaire's improvements thereon or of adjoining public ways. 4.9 Repairs and Maintenance. The cost of maintenance and repair of the Leased Premises and the Automotive Service Facility shall be borne by the Concessionaire, except that the City shall maintain and repair the structure and the mechanical system of the Terminal Building. 4.10 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 is in compliance 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 to do so, in which event the Concessionaire shall reimburse the City for the reasonable cost thereof promptly upon demand. 4.11 Surrender of Concession Premises. The Concessionaire covenants and agrees that at the expiration of this Agreement or at the earlier termination thereof, it will quit and surrender the Concession 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 Concession Premises and the improvements with or without process of law. • 501AG025.agr:bl 6 Article V CONCESSION FEE, RENTS, AND REPORTS 5.1 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: A. Sums recovered from insurance or otherwise for damage to automobiles or other property; B. 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 on concession activities, equipment, or real or personal property of Concessionaire; C. 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; D. 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; E. Sums recovered for intercity fees or drop charges; F. Proceeds from sale of automobiles; or G. Any local or national discounts to customers. 5.2 Concession Fee.,_ Concessionaire agrees to pay the City a minimum annual guaranteed concession fee for the rights and privileges herein granted by the City. Concessionaire covenants to pay the following minimum annual guaranteed concession fee for each of the three years of the term hereof: A. $40,400 for the First Year. B. $80,400 for the Second Year. C. $90,400 for the Third Year. Concessionaire shall pay to the City the greater of either the minimum annual guaranteed concession fee or ten percent of the Concessionaire's Annual Gross Revenues for each year of the concession term. 5.3 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, certified by a responsible officer of the Concessionaire, the report being in such form as approved by or required by the Director of Aviation. 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 501AG025.agr:bl 7 percent of Gross Revenues or (2) one -twelfth (1/12th) of the minim annual guaranteed concession fee as bid. Any payments in excess of the guaranteed monthly minimum for a month may be credited against the next two succeeding months should Gross Revenues foreither of those months fall below one -twelfth of the annual minimum guaranteed for that operating year. Any overpayment that might occur shall be adjusted on an annual basis and credit given in the amount of the overpayment in the next annual period. Any underpayments shall be paid within thirty days after the close of such operating year. Upon expiration of this Agreement or after any !holdover 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. 5.4 Reports and Statements. Concessionaire shall submit a 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 week. City shall use the report to determine traffic flow for planning and other management purposes. Within sixty days after the close of each contract year hereunder, Concessionaire shall furnish to the City, a sworn statement showing the total of Gross Revenues at the Concession Premises for the contract year. The Concessionaire shall have the right to conduct part of its operations on a credit basis and shall report all income, both cash and' credit in its monthly statement of Gross Revenues. Concessionaire shall report chargebacks for nonpayment of fees based on credit transactions after the expiration of 120 days from the date of transaction. 5.5 Terminal Space Rental Payments. The Concessionaire agrees to pay the City, monthly in advance on or before the tenth day of the month for which the rent is due, the same rental rate per square foot per annum for floor space in Terminal Building as paid by air carrier tenants for like space, which rate shall not be less than Fifteen Dollars per square foot per year for public access space (counter) and Twelve Dollars per square foot per year for office space. 5.6 Ready and Return Car Parking Space Rent. The Concessionaire also agrees to pay the City, monthly in advance on or before the tenth day of the month for which rent is due, for each parking space taken by the Concessionaire under Sections 4.2 and 4.3. The licensing rate therefor shall be Ten Dollars per month for each space, and the number of such spaces rented may vary during the term hereof in accordance with this Agreement. 5.7 Automotive Service Facilities Rent. The Concessionaire also agrees to pay the City, monthly in advance on or before the tenth day of the month for which rent is due, $0.06 per square foot per year, divided into twelve (12) equal monthly payments. This rental rate shall be effective until the July 13, 1990 expiration date of the Hertz Rent-A-Car Concession Agreement, or the earlier termination of same, whichever occurs first. Upon the occurrence of either the Hertz Agreement expiration date or the early termination of same, the land rental rate may be increased by the City upon thirty days written notice to Concessionaire. The land rental rate increase'shall not exceed $0.10 per square foot per year. 501AG025.agr:bl 8 5.8 Prompt Payment of Taxes and Fees. Concessionaire covenants and agrees to pay promptly all lawful ad valorem or general taxes, special assessments, excises, license fees and permit fees, of whatever nature, applicable to its operation at the Concession Premises and to obtain and keep current all licenses, municipal, state or federal, required for the conduct of its business at and upon said Concession Premises, and further covenants and agrees not to permit any of said taxes, assessments, excises, fees or charges to become delinquent. 5.9 Service Charge. All unpaid fees due the City shall bear a service charge of one and one-half percent per month if same are not paid and received by the City by the 30th day of the month in which payments are due, and the Concessionaire agrees that it shall pay and discharge all costs and expense, including reasonable attorney's fees, incurred or expended by the City in collection of such delinquent amounts due. 5.10 Fee and Rent Payment Bond. The Concessionaire agrees to furnish upon commencement date of the term of this Agreement a letter of credit or performance bond in the principal amount of one-fourth of the third year annual minimum guaranteed concession fee, rounded to the nearest one thousand dollars. This letter of credit or bond shall guarantee the payment of the concession fees, rents, and Concessionaire's other obligations to pay as provided herein. The letter of credit shall be in a form agreeable to the City and shall be kept in full force and effect during the term hereof. 5.11 Retention of Records. Concessionaire agrees that it will keep available for the benefit of the City, for a period of two years after each year of the term hereof, the books and records of accounts of Concessionaire for each year, showing 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 the City or its duly authorized agents or auditors, for the purpose of verifying the information set forth in any certified vnnual statement or for the purpose of verifying compliance by Concessionaire with the terms of this Agreement but for no other purpose. 5.12 Notice, Place and Manner of Payments. Payments shall be made at Corpus Christi International Airport, 1000 International Drive, Corpus Christi, Texas 78406, 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. 5.13 Temporary Reduction of Minimum Annual Guaranteed Concession Fees. In the event that one of the following conditions exists during the term of the Agreement, the minimum annual guaranteed concession fee provided for may be reduced for the period of time the condition continues to exist: A. 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 allocations, in the supply of automobile gasoline or other goods necessary for the operations thereof, resulting in the diminution of Concessionaire's Gross Revenue hereunder in an amount of 30% for a period thirty or more consecutive days; 501AG025.agr:bl 9 B. If for any reason the number of passengers deplaning from scheduled airline flights or regular commuter flights at said Airport during any period of thirty or more consecutive days shall be less than 70% of the number of such deplaning passengers in the same month during the preceding calendar year; or Before any such reduction shall be authorized, Concessionaire must submit proof and substantiation of such diminution and the cause thereof to the Director of Aviation 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 VI CONCESSIONAIRE'S OPERATIONS, RIGHTS, AND RESPONSIBILITIES 6.1 Customary and Usual Services. 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. 6.2 Quiet and Peaceable Possession. 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 obligations hereunder, shall have quiet and peaceable possession of the Concession Premises. 6.3 Conduct of Operations. 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: A. The Concessionaire shall be open for and shall conduct business and furnish services seven days a week for all regularly scheduled airline flights at the Concession Premises. B. 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/she shall ordinarily be available during regular business hours. 6.4 Non -Discrimination. 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 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. 501AG025.agr:bl 10 6.5 Provision of Services. Concessionaire shall furnish high quality, prompt, and efficient services adequate to meet all reasonable demands therefore 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. The Concessionaire shall provide and maintain the rental automobiles made available hereunder at the Concessionaire's sole expense, in good operative order, free from 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 Concessionaires. The Concessionaire shall make available at the Concession Premises only new and late model automobiles in such manner as is required by the reasonable demand for same. 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. 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 Director of Aviation 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 any such persons, shall immediately take all steps reasonably necessary to remove the cause of the objection. 6.6 Auditable Records. 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. 6.7 Noncompliance. Noncompliance with any portion of Article VI shall constitute a material breach of this Agreement, and in the event of noncompliance or continued and substantial noncompliance, the City shall have the right to terminate this Agreement. 501AG025.agr:bl 11 Article VII INSURANCE AND INDEMNIFICATION 7.1 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 one million dollars 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 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 named insured; provided, however, such liability insurance coverage shall also extend to damage, destruction and injury to City owned or leased property and City personnel and caused by, or resulting from work, acts, operations or omission 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. 7.2 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 of 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 any time during the term of this Agreement. 7.3 Limitation as to Policies. All policies of insurance required herein shall name the City as additional insured and be in a form and with 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 days written notice to the City. 7.4 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 days prior to the expiration of any such policy, the Concessionaire shall submit to the City a certificate showing such insurance has been renewed or replaced. If such coverage is cancelled or reduced, the Concessionaire shall, within fifteen 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. 7.5 Adjustment of Claims. Concessionaire shall provide for the prompt and efficient handling of all claims for bodily injury, property damage or theft 501AG025.agr:bl 12 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. 7.6 Conditions of Insurance Default. If at any time the Concessionaire shall fail to obtain the insurance as required herein, the City may obtain such insurance by taking out policies with companies satisfactory to the City. The amount of the 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 per annum. 7.7 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 persons, and from any and all claims, damages, suits, costs, expenses, liabilities, 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 Concession Premises and said Airport. Article VIII CONSTRUCTION OF AUTOMOTIVE SERVICE FACILITY 8.1 Begin Construction. Concessionaire agrees to begin construction of its Automotive Service Facility on or before October 15, 1988. 8.2 Location. Concessionaire shall build and maintain an Automotive Service Facility on Lot 7, shown on Exhibit "B". 8.3 Installation and Use. Concessionaire shall during the term hereof, at its own expenses, at any time and from time to time: A. Construct and install upon Lot 7 a building or buildings and such other structures or facilities necessary for the storage, maintaining and servicing its vehicles hereunder and for such other purposes as may be necessary or desirable with its operations at the Airport, subject to the following restrictions: i. No improvements may be built over or on the waterline easement; ii. No building is permitted closer than ten feet (10') to any lot line; and iii. Concessionaire shall first submit plans and specifications for all fixed improvements to the City for approval, which shall not be unreasonably withheld; B. Install, maintain, repair, and operate any and all trade fixtures and other personal property necessary to its operations at the Airport; 501AG025.agr:bl 13 C. Pay for all of the necessary connections and road cuts to connect with the utilities; D. Accept Lot 7 in its present condition and assume all costs connected with providing access to Lot 7 from the present service road; E. Pay all charges for water, gas, electric power and sewage service consumed on Lot 7 during the term of this Agreement, at regularly established rates. F. Use Lot 7 solely for the maintenance, service and storage of Concessionaire's vehicles, and neither Concessionaire nor any of its agents, servants, or employees shall provide or furnish maintenance, service or storage of any kind to the general public. 8.4 Fixed Improvements. The term "Fixed Improvements" shall be defined herein as all buildings and other structures erected upon Lot 7, and all property, excluding trade fixtures, which is so attached to any building or structure on Lot 7 that same may not be removed without material injury to Lot 7, the building or structure to which same shall be attached. Title to said Fixed Improvements shall during the term of this Agreement be in Concessionaire. Upon expiration of this Agreement Concessionaire shall have thirty (30) days after written notice from the City to remove said Fixed Improvements at its expense. If said Fixed Improvements are not removed within the thirty (30) days, title thereto shall vest in the City. Should Concessionaire terminate this Agreement without the consent of the City prior to its expiration, title to said Fixed Improvements shall immediately vest in the City. 8.5 Trade Fixtures. The term "Trade Fixtures" shall be defined herein to include, but not be limited to, any signs; all machinery and equipment used in connection with the servicing of automotive vehicles in or about Lot 7, whether or not such machinery or equipment is bolted or otherwise attached to said premises; and all other miscellaneous equipment installed in or placed on or about the Automotive Service Facility and used in connection with Concessionaire's business therein. Title to all Trade Fixtures shall be and remain in Concessionaire, and may be removed by Concessionaire within thirty (30) days after written notice by the City after expiration or termination of this Agreement. Concessionaire shall, at its own expense, repair any damage to the premises caused by such removal. 8.6 Maintenance. Concessionaire shall at all times maintain the Automotive Service Facility in a neat, orderly, sanitary, and presentable condition and provide its own janitor service. The Automotive Facility shall be free from all danger of fire and personal injury and Concessionaire shall refrain from activities which may destroy or damage same. 501AG025.agr:b1 14 Article IX GENERAL PROVISIONS 9.1 Assignment and Subletting. The Concessionaire agrees not to sublet the Concession 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 prior written 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. 9.2 Liens and Claims, Mechanic's and Materialman's. The Concessionaire agrees not to permit any mechanic's, materialman's, or any other lien to be foreclosed upon the Concession 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. 9.3 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. 9.4 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. 9.5 Modification 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, supplement 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. 9.6 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. 9.7 Notices/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 Director of Aviation, Corpus Christi International Airport, 1000 International Drive, Corpus Christi, Texas 78406. All notices, demands and requests by the City to Concessionaire shall be sent by certified mail, return receipt requested, addressed to Concessionaire to an address as designated by Concessionaire. 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 either party. 501AG025.agr:bl 15 9.8 Amendments. This Agreement may be amended from time to time by written agreement duly authorized and executed by representatives of all the parties hereto. 9.9 Force Majeure. Neither the City nor Concessionaire shall be deemed in violation of this Agreement should it be prevented from performing any of the obligations hereunder by reason of strikes, boycotts, labor disputes, embargoes, shortage 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. 9.10 Invalid Provisions. In the event that 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. 9.11 Headings. The headings of the Sections 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 in any manner the terms and provisions hereof or the interpretation or construction hereof. 9.12 Withholding Required Approvals. Whenever the approval of the City or of Concessionaire is required, no such approval shall be unreasonably requested or withheld. 9.13 Successors and Assigns. All of the terms, provisions, covenants, stipulations, conditions and considerations of this Agreement shall extend to and bind the legal representative, successors, sublessees and assigns of the respective parties hereto. 9.14 Rights Cumulative. The rights and remedies of the City and the Concessionaire specified iri this Article 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. 9.15 Waivers. No waiver of default by either party of any of 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. 9.16 Gratuities. The City may cancel this Agreement should it be 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 were to be 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. 501AG025.agr:bl 16 9.17 Terminal Construction. It is recognized that conditions may change in the Airport making it necessary and desirable for the benefit of the traveling public to revise, move, rearrange, or reconstruct all or part of the Terminal. In such event, it is agreed that the City shall have the right to move the Concessionaire's premises to another location, provided the substitute premises are comparable to the premises described herein and provided further, that any such move for the convenience of the City shall be at no- expense to the Concessionaire. In such event, Concessionaire will not be required to close down in its currently occupied premises until it can move into the new facility. 9.18 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. IN WITNESS THEREOF, the parties have executed this Agreement to be effective as of , 1988. ATTEST: CITY OF CORPUS CHRISTI BY BY Armando Chapa, City Secretary Juan Garza, City Manager Approved this day of LOMA ENTERPRISES INC., DBA 1988 by HAL GEORGE, City Attorney DOLLAR RENT -A -CAR, CONCESSIONAIRE BY BY Assistant City Attorney Its 501AG025.agr:bl 17 Corpus Christi, Texas o* day of TO THE MEMBERS OF THE CITY COUNCIL Corpus Christi, Texas , 198 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 The above ordinance Betty N. Turner David Berlanga, Sr. Leo Guerrero Clif Moss Bill Pruet Mary Rhodes Frank Schwing, Jr. Mary Pat Slavik Linda Strong 99.045.01 was passed THE CITY OF CORPUS CHRISTI, TEXAS by the following vote: aboatjUt 20287