HomeMy WebLinkAbout020387 ORD - 07/19/1988AN ORDINANCE
AUTHORIZING THE EXECUTION OF AGREEMENTS WITH THE HERTZ
CORPORATION; COASTAL BEND RENT -A -CAR, INC. D/B/A AVIS
RENT -A -CAR; NATIONAL CAR RENTAL OF CORPUS CHRISTI, INC.;
PAGAN LEWIS MOTORS, INC. D/B/A BUDGET RENT -A -CAR; AND LOMA
ENTERPRISES D/B/A DOLLAR RENT -A -CAR FOR CAR RENTAL
CONCESSIONS AT CORPUS CHRISTI INTERNATIONAL AIRPORT; AND
PROVIDING FOR PUBLICATION.
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
agreements with The Hertz Corporation; Coastal Bend Rent-A-Car, Inc. d/b/a/ Avis
Rent-A-Car; National Car Rental of Corpus Christi, Inc.; Pagan Lewis Motors,
Inc. d/b/a Budget Rent-A-Car; and Loma Enterprises d/b/a/ Dollar Rent-A-Car for
car rental concessions at Corpus Christi International Airport, all as more
fully set forth in the agreements, substantial copies of which are attached
hereto and made a part hereof, marked Exhibits A, B, C, D, and E respectively.
SECTION 2. Publication shall be made in the official publication of
the City of Corpus Christi as required by the City Charter of the City of Corpus
Christi.
206RP044.ord
20387 MICROFILMED
HERTZ 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 The Hertz
Corporation, (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 (3) years
commencing on the sixtieth (60th) day after final approval by the City Council.
Upon expiration of the original term, Concessionaire shall be allowed to hold
over as follows:
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The parties recognize that on or about expiration of the original term the
City will let the concession granted herein to Concessionaire for bids for
a new concession contract. If Concessionaire is awarded the new
concession contract, then concessionaire shall be entitled to hold over
until the commencement of the term of the new contract awarded to
Concessionaire. If someone other than Concessionaire is awarded the new
concession contract, then Concessionaire shall be entitled to hold over
until the ninetieth (90th) day after the award of said contract is made by
the City Council, and in addition, if, before expiration of said ninety
(90) day hold over, Concessionaire makes a contract with a third party
("Buyer") for the sale of any of the fixed improvements, as defined in this
contract, to Buyer, then Concessionaire shall be entitled to hold over
until completion of closing under said contract and funding of any loan
required for the purchase, said additional hold over period not to exceed
ninety (90) days beyond expiration of the first hold over period. Fees to
be paid City during such hold over period shall be based on the third year
concession fee rate as set forth hereinafter.
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;
6 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
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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.
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
501AG029.agr:bl 2.1
D. Default: Should the City fail to perform any covenant or
condition 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
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.
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4.4 Automotive Service Facility. The City leases to Concessionaire, and
the Concessionaire leases from the City, 40,000 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.
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.
501AG029.agr:bl 4
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
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.
501AG029.agr:bl 5
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 upon expiration of this Agreement or at the earlier termination of
this Agreement pursuant to the terms hereof, Concessionaire will quit and
surrender the concession premises and the improvements, excluding those that may
have been removed pursuant to the terms hereof by Concessionaire, 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 said improvements with or without process of law.
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 on net time and mileage charges.
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. $81,000 for the First Year.
B. $85,000 for the Second Year.
C. $89,000 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.
501AG029.agr:bl 6
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
percent of Gross Revenues or (2) one -twelfth (1/12th) of the minimum 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 for either
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.
501AG029.agr:bl 7
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.
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 annual 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.
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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;
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.
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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.
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.
501AG029.agr:bl 10
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.
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.
501AG029.agr:bl 11
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
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
AUTOMOTIVE SERVICE FACILITY
8.1 Location. Concessionaire shall maintain the Automotive Service
Facility at the Airport on Lots 1 and 2 as shown on Exhibit "C".
8.2 Utilities. Concessionaire shall pay all charges for water, gas,
electric power and sewage service consumed on Lots 1 and 2 during the term of
this Agreement, at regularly established rates.
501AG029.agr:bl 12
8.3 Use. Lots 1 and 2 shall be used 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 Lots 1 and 2, and all
property, excluding trade fixtures, which is so attached to any building or
structure on Lots 1 and 2 that same may not be removed without material injury
to Lots 1 and 2, 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. Until expiration of the original term and any hold over
term of this Agreement, Concessionaire shall retain title to said fixed
improvements and shall have the right to sell same, and the right to remove same
at its expense. If said fixed improvements are not removed or sold within said
time, title thereto shall vest in the City. Should Concessionaire terminate
this Agreement without the consent of the City and in violation of this
Agreement 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 Lots 4 and 5,
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 or sold by Concessionaire at any time before expiration of the
original and any hold over term of the Agreement. Concessionaire shall, at its
own expense, repair any damage caused by such removal to such portion of the
premises as is not removed within said period of time by Concessionaire pursuant
to the terms hereof.
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.
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.
501AG029.agr:bl 13
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.
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.
501AG029.agr:bl 14
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 in 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.
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.
501AG029.agr:bl 15
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
1988 by HAL GEORGE, City Attorney
,
THE HERTZ CORP., CONCESSIONAIRE
BY BY
Assistant City Attorney Its
501AG029.agr:bl 16
AVIS 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 Coastal Bend
Rent-A-Car, Inc., d.b.a. Avis 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 (3) years
commencing on the sixtieth (60th) day after final approval by the City Council.
Upon expiration of the original term, Concessionaire shall be allowed to hold
over as follows:
501AG027.agr:bl 1
The parties recognize that on or about expiration of the original term the
City will let the concession granted herein to Concessionaire for bids for
a new concession contract, then concessionaire shall be entitled to hold
over until the commencement of the term of the new contract awarded to
Concessionaire. If someone other than Concessionaire is awarded the new
concession contract, then Concessionaire shall be entitled to hold over
until the ninetieth (90th) day after the award of said contract is made by
the City Council, and in addition, if, before expiration of said ninety
(90) day hold over, Concessionaire makes a contract with a third party
("Buyer") for the sale of any of the fixed improvements, as defined in this
contract, to Buyer, then Concessionaire shall be entitled to hold over
until completion of closing under said contract and funding of any loan
requierd for the purchase, said additional hold over period not to exceed
ninety (90) days beyond expiration of the first hold over period. Fees to
be paid City during such hold over period shall be based on the third year
concession fee rate as set forth hereinafter.
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
501AG027.agr:bl 2
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.
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
501AG027.agr:bl 3
D. Default: Should the ty fail to perform any covenant or
condition 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
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.
501AG027.agr:bl 4
4.4 Automotive Service Facility. The City leases to Concessionaire, and
the Concessionaire leases from the City, 40,000 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.
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.
501AG027.agr:bl 5
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
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.
501AG027.agr:bl 6
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 upon expiration of the original and any hold over term of this Agreement,
or at the earlier termination of this Agreement pursuant to the terms hereof,
Concessionaire will quit and surrender the concession premises and the
improvements, excluding those that may have been removed pursuant to the terms
hereof by Concessionaire, in good state and condition, reasonable wear and tear,
acts of God and other casualties excepted and City shall have the right to take
possession of the concession premises and said improvements with or without
process of law.
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 on net time and mileage charges.
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.
B.
C.
$84,000 for the First Year.
$84,000 for the Second Year.
$84,000 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
501AG027.agr:bl 7
Revenues, pay the City its concession fee amounting to the greater of (1) ten
percent of Gross Revenues or (2) one -twelfth (1/12th) of the minimum 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 for either
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.
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
501AG027.agr:bl 8
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 annual 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;
501AG027.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.
501AG027.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
ttie 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.
501AG027.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
501AG027.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
AUTOMOTIVE SERVICE FACILITY
8.1 Location. Concessionaire shall maintain the Automotive Service
Facility at the Airport on Lots 4 and 5 as shown on Exhibit "C".
8.2 Utilities. Concessionaire shall pay all charges for water, gas,
electric power and sewage service consumed on Lots 4 and 5 during the term of
this Agreement, at regularly established rates.
8.3 Use. Lots 4 and 5 shall be used 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 Impprovements. The term "Fixed Improvements" shall be defined
herein as all buildings and other structures erected upon Lots 4 and 5, and all
property, excluding trade fixtures, which is so attached to any building or
structure on Lots 4 and 5 that same may not be removed without material injury
to Lots 4 and 5, 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. Until expiration of the original term and any hold over
term of this Agreement, Concessionaire shall retain title to said fixed
improvements and shall have the right to sell same, and the right to remove same
at its expense. If said fixed improvements are not removed or sold within said
time, title thereto shall vest in the City. Should Concessionaire terminate
this Agreement without the consent of the City and in violation of this
Agreement prior to its expiration, title to said fixed improvements shall
immediately vest in the City.
501AG027.agr:bl 13
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 Lots 4 and 5,
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 or sold by Concessionaire at any time before expiration of the
original and any hold over term of this Agreement. Concessionaire shall, at its
own expense, repair any damage caused by such removal to such portion of the
premises as is not removed within said period of time by Concessionaire pursuant
to the terms hereof.
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.
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,
501AG027.agr:bl 14
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.
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
gentm)oan jrElspecified in this Articlg4alre 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.
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
1988 by HAL GEORGE, City Attorney
COASTAL BEND RENT -A -CAR, INC., DBA
AVIS RENT -A -CAR, CONCESSIONAIRE
BY BY
Assistant City Attorney Its
501AG027.agr:b1 15
NATIONAL 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 National Car Rental
of Corpus Christi Inc., (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 (3) years
commencing on the sixtieth (60th) day after final approval by the City Council.
Upon expriation of the original term, Concessionaire shall be allowed to hold
over as follows:
501AG026.agr:bl 1
The parties recognize that on or about expiration of the original term the
City will let the concession granted herein to Concessionaire for bids for
a new concession contract. If Concessionaire is awarded the new concession
contract, then concessionaire shall be entitled to hold over until the
commencement of the term of the new contract awarded to Concessionaire. If
someone other than Concessionaire is awarded the new concession contract,
then Concessionaire shall be entitled to hold over until the ninetieth
(90th) day after the award of said contract is made by the City Council,
and in addition, if, before expiration of said ninety (90) day hold over,
Concessionaire makes a contract with a third party ("Buyer") for the sale
of any of the fixed improvements, as defined in this contract, to Buyer,
then Concessionaire shall be entitled to hold over until completion of
closing under said contract and funding of any loan required for the
purchase, said additional hold over period not to exceed ninety (90) days
beyond expiration of the first hold over period. Fees to be paid City
during such hold over period shall be based on the third year concession
fee rate as set forth hereinafter.
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
501AG026.agr:bl 2
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.
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
501AG026.agr:bl 3
D. Default: Should the City fail to perform any covenant or
condition 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
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.
501AG026.agr:bl 4
4.4 Automotive Service Facility. The City leases to Concessionaire, and
the Concessionaire leases from the City, 40,000 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.
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.
501AG026.agr:bl 4.1
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
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.
501AG026.agr:bl
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
percent of Gross Revenues or (2) one -twelfth (1/12th) of the minimum 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 for either
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.
501AG02.6.agr:bl 7
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 annual 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
501AG026.agr•blamount of 30% for a period thirty or more consecutive days;
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.
501AG026.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.
501AG026.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.
501AG026.agr:bl 12
7.5 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.
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
AUTOMOTIVE SERVICE FACILITY
8.1 Location. Concessionaire shall maintain the Automotive Service
Facility at the Airport on Lots 3 and 3A as shown on Exhibit "C".
8.2 Utilities. Concessionaire shall pay all charges for water, gas,
electric power and sewage service consumed on Lots 3 and 3A during the term of
this Agreement, at regularly established rates.
8.3 Use. Lots 3 and 3A shall be used solely for the maintenance, service
and stora6g-6T 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 Lots 3 and 3A, and all
property, excluding trade fixtures, which is so attached to any building or
structure on Lots 3 and 3A that same may not be removed without material injury
to Lots 3 and 3A, 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. Until expiration of the original term and any hold over
term of this Agreement, Concessionaire shall retain title to said fixed
improvements and shall have the right to sell same, and the right to remove same
at its expense. If said fixed improvements are not removed or sold within said
time, title thereto shall vest in the City. Should Concessionaire terminate
this Agreement without the consent of the City and in violation of this
Agreement prior to its expiration, title to said fixed improvements shall
oTedgear?eft in the City. 13
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 Lots 3 and 3A,
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 or sold by Concessionaire at any time before expiration of the
original and any hold over term of this Agreement. Concessionaire shall, at its
own expense, repair any damage caused by such removal to such portion of the
premises as is not removed within said period of time by Concessionaire pursuant
to the terms hereof.
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.
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.
501AG026.agr:bl 14
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.
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.
501AG026.agr:bl 14.1
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 in 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.
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.
501AG026.agr:bl 14.2
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
Approved this day of
1988 by HAL GEORGE, City Attorney
Juan Garza, City Manager
NATIONAL CAR RENTAL OF CORPUS
CHRISTI INC., CONCESSIONAIRE
Assistant City Attorney
501AG026.agr:bl 15
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BUDGET 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 Pagan Lewis
Motors, Inc., d.b.a. Budget Rent-A-Car of Corpus Christi, (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 (3) years
commencing on the sixtieth (60th) day after final approval by the City Council.
Upon expiration of the original term, Concessionaire shall be allowed to hold
over as follows:
501AG028.agr:bl 1
The parties recognize that on or about expiration of the original term
the City will let the concession granted herein to Concessionaire for
bids for a new concession contract. If Concessionaire is awarded the
new concession contract, then concessionaire shall be entitled to hold
over until the commencement of the term of the new contract awarded to
Concessionaire. If someone other than Concessionaire is awarded the
new concession contract, then Concessionaire shall be entitled to hold
over until the ninetieth (90th) day after the award of said contract
is made by the City Council, and in addition, if, before expiration of
said ninety (90) day hold over, Concessionaire makes a contract with a
third party ("Buyer") for the sale of any of the fixed improvements,
as defined in this contract, to Buyer, then Concessionaire shall be
entitled to holdover until completion of closing under said contract
and funding of any loan required for the purchase, said additional
hold over period not to exceed ninety (90) days beyond expiration of
the first hold over period. Fees to be paid City during such hold
over period shall be based on the third year concession fee rate as
set forth hereinafter.
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
501AG028.agr:bl 2
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.
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 within the control of the City herein required to be
performed by the City.
501AG028.agr:bl 3
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
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
501AG028.agr:bl 4
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.
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.
501AG028.agr:b1 4.1
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
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.
501AG028.agr:bl 5
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 upon expiration of the original and any hold over term of this
Agreement, or at the earlier termination of this Agreement pursuant to the terms
hereof, Concessionaire will quit and surrender the concession premises and the
improvements, excluding those that may have been removed pursuant to the terms
hereof by Concessionaire, in good state and condition, reasonable wear and tear,
acts of God and other casualties excepted and City shall have the right to take
possession of the concession premises and said improvements with or without
process of law.
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 on net time and mileage charges.
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. $74,400 for the First Year.
B. $74,400 for the Second Year.
C. $74,400 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
percent of Gross Revenues or (2) one -twelfth (1/12th) of the minimum 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 for either
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
501AG028.agr:bl 6
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.
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.
501AG028.agr:bl 7
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 annual 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;
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.
501AG028.agr:bl 8
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 Mon -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.
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.
501AG028.agr:bl 9
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.
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
501AG028.agr:bl 10
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
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.
501AG028.agr:bl 11
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
AUTOMOTIVE SERVICE FACILITY
8.1 Location. Concessionaire shall maintain the Automotive Service
Facility at the Airport on Lot 6 as shown on Exhibit "C".
8.2 Utilities. Concessionaire shall pay all charges for water, gas,
electric power and sewage service consumed on Lot 6 during the term of this
Agreement, at regularly established rates.
8.3 Use. Lot 6 shall be used 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 6, and all
property, excluding trade fixtures, which is so attached to any building or
structure on Lot 6 that same may not be removed without material injury to Lot
6, 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. Until expiration of the original term and any hold over
term of this Agreement, Concessionaire shall retain title to said fixed
improvements and shall have the right to sell same, and the right to remove same
at its expense. If said fixed improvements are not removed or sold within said
time, title thereto shall vest in the City. Should Concessionaire terminate
this Agreement without the consent of the City and in violation of this
Agreement 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 Lots 4 and 5,
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 or sold by Concessionaire at any time before expiration of the
original and any hold over term of this Agreement. Concessionaire shall, at its
own expense, repair any damage caused by such removal to such portion of the
premises as is not removed within said period of time by Concessionaire pursuant
to the terms hereof.
501AG028.agr:bl 12
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.
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.
501AG028.agr:bl 13
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.
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 in 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
501AG028.agr:bl 14
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 suns equal
in amount to the cost incurred by Concessionaire in providing such gratuities.
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
1988 by HAL GEORGE, City Attorney
PAGAN LEWIS MOTORS, INC. DBA BUDGET
RENT -A -CAR OF CORPUS CHRISTI,
CONCESSIONAIRE
BY BY
Assistant City Attorney Its
501AG028.agr:bl 15
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 (3) years
commencing on the sixtieth (60th) day after final approval by the City Council.
Upon expiration of the original term, Concessionaire shall be allowed to hold
over as follows:
501AG025.agr:bl 1
The parties recognize that on or about expiration of the original term the
City will let the concession granted herein to Concessionaire for bids for
a new concession contract. If Concessionaire is awarded the new concession
contract, then concessionaire shall be entitled to hold over until the
commencement of the term of the new contract awarded to Concessionaire. If
someone other than Concessionaire is awarded the new concession contract,
then Concessionaire shall be entitled to hold over until the ninetieth
(90th) day after the award of said contract is made by the City Council,
and in addition, if, before expiration of said ninety (90) day hold over,
Concessionaire makes a contract with a third party ("Buyer") for the sale
of any of the fixed improvements, as defined in this contract, to Buyer,
then Concessionaire shall be entitled to hold over until completion of
closing under said contract and funding of any loan required for the
purchase, said additional hold over period not to exceed ninety (90) days
beyond expiration of the first hold over period. Fees to be paid City
during such hold over period shall be based on the third year concession
fee rate as set forth hereinafter.
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
501AG025.agr:bl 2
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.
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.
6. 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
501AG025.agr:bl 3
D. Default: Should the City fail to perform any covenant or
condition 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
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.
501AG025.agr:bl 4
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.
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.
501AG025.agr:bl 5
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 sha11-1be 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
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.
501AG025.agr:bl 6
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 upon expiration of the original and any hold over term of this
Agreement, or at the earlier termination of this Agreement pursuant to the terms
hereof, Concessionaire will quit and surrender the concession premises and the
improvements, excluding those that may have been removed pursuant to the terms
hereof by Concessionaire, in good state and condition, reasonable wear and tear,
acts of God and other casualties excepted and City shall have the right to take
possession of the concession premises and said improvements with or without
process of law.
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 on net time and mileage charges.
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
percent of Gross Revenues or2) one -twelfth (1/12th) of the minimum annual
guaranteed concession tee as bid.
01AG025.agr:bl 7
Any payments in excess of the guaranteed monthly minimum for a month may be
credited against the next two succeeding months should Gross Revenues for either
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.
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.
501AG025.agr:bl 8
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 annual 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;
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
501AG025.agr:bl 9
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.
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.
501AG025.agr:b1 10
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.
501AG025.agr:bl 12
7.5 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.
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;
501AG025.agr:bl 13
B. Install, maintain, repair, and operate any and all trade fixtures
and other personal property necessary to its operations at the
Airport;
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. Until expriation of the original term and any hold over
term of this Agreement, Concessionaire shall retain title to said fixed
improvements and shall have the right to sell same, and the right to remove same
at its expense. If said fixed improvements are not removed or sold within said
time, title thereto shall vest in the City. Should Concessionaire terminate
this Agreement without the consent of the City and in violation of this
Agreement 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 or sold by Concessionaire at any time before expriation of the
original and any hold over term of this Agreement. Concessionaire shall, at its
own expense, repair any damage caused by such removal to such portion of the
premises as is not removed within said period of time by Concessionaire pursuant
to the terms hereof.
501AG025.agr:bl 14
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.
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.
501AG025.agr:b1 15
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.
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 in 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.
501AG025.agr:bl 16
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.
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
That the foregoing ordinance w s read for he first time and pa sed to its
second reading on this the / day of , 19M( , by the
following vote:
Betty N. Turner
David Berlanga, Sr.
Leo Guerrero
Clif Moss
Bill Pruet
Mary Rhodes
Frank Schwing, Jr.
Mary Pat Slavik
Linda Strong
That the foregoing ordinance w s read for e second time and passed to its
third reading on this the G 1 day of �� r , 19 N r, by the
following vote:
Betty N. Turner
David Berlanga, Sr.
Leo Guerrero
Clif Moss
That the fo egoing ordi
this the (9 day of
Bill Pruet
Mary Rhodes
Frank Schwing, Jr.
Mary Pat Slavik
Linda Strong
as read for the third time and passed finally on
, 19 siN , by the following vote:
Betty N. Turner D`" Bill Pruet
David Berlanga, Sr.atl, Mary Rhodes
Leo Guerrero - /", Frank Schwing, Jr.
Clif Moss -4'----- Mary Pat Slavik
Linda Strong
PASSED AND APPROVED, this the /41/41 day of
ATTEST:
;L -
City Secretary
APPROVED:
9 DAY OF
HAL GEORGE, CITY ATTORNEY
BY .14ri E X atu 09
Assistant City ttorney
99.044.01
M
,19?g.
OR
THE CITY OF CORPUS CHRISTI, TEXAS
20387
PUBLISHERS AFFIDAVIT
State of Texas, ] City of 0 C
/County of Nueces 3 ss: Ad # 33194
Before me, the undersigned, a Notary Public, this day personally came
Deanne D. Palmer, who being first duly sworn, according to law, says
that she is a Senior Accounting Clerk of the Corpus Christi Caller -
,Times, a daily newspaper published at Corpus Christi in said County
and State, generally circulated in Aransas, Bee, Brooks, Cameron,
Duval, Hidalgo, Jim Hogg, Jim Wells, Karnes, Kenedy, Kleberg, Live
Oak,' Refugio, San Patricib�• NueCes, and Victoria Counties, and that
the publication of "NOTICE OF PASSAGE OF ORDINANCE NO. 20387"
of which the annexed is a true y,was published in the Corpus
Christi Caller -Times on the 24th day of July 1988, and each
day thereafter for zero cbr4i;ru+iVe day(s).
one Times
$ 65.80 Senior Accounting Clerk
- before me this 25th day of July, 1988.
• Edna Koster.
Notary Public, s County, Texas
My commission expires on 11.30.88
Ati
MN OF
WITH THE
V
•PN
40,0 ,�
,
(CAR :NTWL:������`�����
AT
MOV. • ^_~~~_~~-~_~~'~—^_�
,•
TION; the term of
years; The conotasioneree
will pity the City e minirtes*
as ft*u�-
kows• lIWts -,$01;900 for the
first Veer; 1$95000'
for thesecond yietr; $89,009 for
��`�
third soot;
whir; Ziohattbent
p°v,p(,for nthe first$80,400 fto the second�
Or etichmar;$72,000 tor the forila
�"
-p84ww9m�m�°��d
on third re by
Council of of
PUBLISHER'S AFFIDAVIT
State of Texas, ] City of C C
County of Nueces ] ss: Ad # 17293
Before me, the undersigned, a Notary Public, this day personally came
Deanne D. Palmer, who being first duly sworn, according to law, says
test she is a Senior Accounting Clerk of the Corpus Christi Caller-
T:.mes, a daily newspaper published at Corpus Christi in said County
and State, generally circulated in Aransas, Bee, Brooks, Cameron,
Vuval, Hidalgo, Jim Hogg, Jim Wells, Karnes, Kenedy, Kleberg, Live
ak, Refugio, San Patricio, Nueces, and Victoria Counties, and that
the publication of "NOTICE OF PASSAGE OF ORDINANCE ON SECOND READING"
of which the annexed is a true copy, was published in the Corpus
Christi Caller -Times on the 26th day of June 1988, and each
day thereafter for one consecutive day(s).
one Times
$ 6? 2' '.enior Accounting Clerk
fore me this 29th day of June, 1988.
a Koster
Notary Public, Nue County, Texas
My commission expires on 11.30.88
AU
9 ON
WITH
TION; ._
RENT -A -CAR,
MOTS:.,
OMA ENT$RENT-FA,
DOLLAR RI
CAR :' TA
PRO
TION; t
agreemen
yearn T conQesslom
an `F teed fee a
lows: Herta $81,000 for
first year; $85,000, for
th`Kd year;
each year -teller n , ,,,
$40 400' for the firat ye
$80,4001)Rthe second yea
$80,400 for, the third
Budget hent -a -Car - $74,400
for each yeer,; ands National -
$72,000 for the ;f¢$e
$78,000 for', t
-a $84,000 for
Was
on
CM
Chri
of
text
able
of the: Ci
PUBLISHER'S AFFIDAVIT
State of Texas, ] City of CC
County of Nueces ] ss: Ad # 53539
Before me, the undersigned, a Notary Public, this day personally came
Deanne D. Palmer, who being first duly sworn, according to law, says
that she is a Senior Accounting Clerk of the Corpus Christi Caller -
Times, a daily newspaper published at Corpus Christi in said County
and State, generally circulated in Aransas, Bee, Brooks, Cameron,
Duval, Hidalgo, Jim Hogg, Jim Wells, Karnes, Kenedy, Kleberg, Live
Refugio, San Patricio, Nueces, and Victoria Counties, and that
the publication of "NOTICE OF PASSAGE OF ORDINANCE ON FIRST READING"
_of which the annexed is a true copy, was published in the Corpus
Christi Caller -Times on the 19th day of June 1988, and each
day thereafter for one consecutive day( .
one Times
$ 67.20
Subibed and
Euge-na Cortez
Notary Public, Nueces County, Texas
My commission expires on 06.30.89
Senior Accounting Clerk
re me this 28th day of June, 1988.
==TION OF AGREE
=�°
wart THE HERTZGORPORA-
$
• IRA; COASTAL SENO
RENT -A -CAR, -*IC. 0VS/A�
'
,
MOTOR& INC. BIS ,44
AL CAR RENT4 OF
0/8
'DOLLAR RENT -A -CAR
'CAn FIENTAVCONCESSI
AT COM*, CHRSTI INTENATIONAL AIRPORT; Aagreement wilt
Years; Till easien
�
will
; annual guarenteed fa* as
/ lows: Hertz - $81,000 for
. first yea4 $85.000 for
.
; second Year; $89,0000%
each
$40A00 lot the first
.
$80,400.for-tho second� $90,400 fdt the third<
,
Budget Rent -a -Car - B74.,
. `
SSC,. fir the
' Was passed and appr
_ on Brat reading by the ,
Council of the City of
Chritsti, Tent* on the 14
of June, 1988 and the
text of said ordinance fs av
� able to the public in the OM -
of
.,~~. /s/ Armando )`