HomeMy WebLinkAbout020754 ORD - 08/15/1989AN ORDINANCE
AUTHORIZING THE EXECUTION OF A 10 -YEAR LEASE
AGREEMENT WITH DOBBS HOUSES, INC., FOR A
TERMINAL NEWS AND GIFT CONCESSION, EFFECTIVE
60 DAYS FROM DATE OF THIRD READING.
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF
CORPUS CHRISTI, TEXAS:
SECTION 1. That the City Manager is hereby authorized
to execute a ten-year lease agreement with Dobbs Houses, Inc.,
for a Terminal News and Gift Concession, effective 60 days from
date of third reading all as more fully set forth in Exhibit A
attached hereto and made a part hereof, the bid of Dobbs Houses,
Inc., being the most advantageous to the City of Corpus Christi.
/ORD/AG001.ORD/dv
20754 MICROFILMED
DOBBS HOUSES, INC.
TERMINAL NEWS AND GIFT SHOP CONCESSION AGREEMENT
STATE OF TEXAS §
COUNTY OF NUECES §
This Concession Agreement ("Agreement") is entered into by and between the
City of Corpus Christi, Nueces County, Texas, a municipal corporation with home
rule powers ("City"), and Dobbs Houses, Inc., a Delaware corporation doing
business in the State of Texas ("Concessionaire").
RECITALS
WHEREAS, the City owns and operates Corpus Christi International Airport
located in Nueces County, Texas, ("CCIA"); and,
WHEREAS, Concessionaire desires to enter into a concession agreement with
the City for the purpose of operating a Terminal News and Gift Shop in the
Hayden W. Head Terminal Building ("Terminal") at CCIA; and,
WHEREAS, the City represents that it has the right to grant this
concession, together with all facilities, rights, licenses, services and
privileges in the manner and to the extent hereinafter set fcrth;
NOW, THEREFORE, the City and Concessionaire agree as follows:
ARTICLE I - TERM
The term of this Agreement and all rights herein granted Concessionaire
shall commence on , 1989, and shall extend for a period of
ten (10) years In the event the Concessionaire shall continue to occupy the
Leased Premises beyond the Lease term or any extension thereof without City's
written renewal thereof, such holdover shall not constitute a renewal or
extension of this lease, but shall create a tenancy from month to month which
may be terminated at any tine by City or Concessionaire giving thirty (30) days
written notice to the other party. The most recent monthly minimum or minimum
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Exhibit "1"
percentage on essential and required items shall be the monthly fee for the
holdover period.
ARTICLE II - PREMISES
The City hereby provides to Concessionaire approximately 1044 square feet
in the Terminal, as shown on Exhibit A attached hereto, ("Leased Premises"). It
is agreed and understood that all measurements to determine the area of Leased
Premises hereunder, shall be made from the interior of external walls and from
centerline to centerline of each interior wall, or in the absence of an interior
wall, the point where said centerline would be located if such interior wall
existed.
Upon commencement of this Agreement Concessionaire will spend $25,000.00
upgrading the Leased Premises. Upon completion of the Terminal Renovation Study
and the City assigning a new permanent location to Concessionaire, such location
to be mutually agreed upon, it will spend $100,000 constructing the new
facility, which will become the new Leased Premises upon completion. The
expenditures described in this paragraph shall include costs paid by
Concessionaire to contractors, suppliers and sureties for work performed on and
materials actually used in the Leased Premises, and reasonable costs of
engineering, architectural and consulting services in connection therewith.
It is recognized that subsequent to the construction of the permanent
facility described above, the renovation or improvement of future terminal
facility may make 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
Concessionaire's premises at the City's expense to another location to be
mutually agreed upon, provided the substitute premises are comparable to the
premises described herein. In such event, Concessionaire will not be required
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to close down its currently occupied premises until it can move into the new
facility.
Leased Premises shall, to the extent possible, conform to the design
criteria and goals of the City for Terminal. All improvements or construction
including plans, proposals, materials, colors of materials and designs shall be
submitted to the City, and the Concessionaire shall not commence the
construction of improvements on the Leased Premises without prior written
approval by the City. It is understood that the Concessionaire is to make no
material removals, additions or alterations to the Leased Premises without prior
written approval by the City. All plans, materials, and construction shall be
built to City Building and National Electric Codes. Concessionaire must obtain
applicable permits at his own expense.
Concessionaire has the right of first refusal to provide limited news and
gifts service in an area of approximately 200 square feet in each concourse at a
location mutually acceptable to City and Concessionaire upon Concessionaire's
request and City determination that such service is warranted.
ARTICLE III - MONTHLY BUSINESS FEES
A. Bid Percentage, Monthly and Yearly Minimums:
Bid Percentage/Essential Items
Bid Percentage/Essential Items
Bid Percentage/Discretionary Items
Bid Percentage/Discretionary Items
Minimum Guarantee
Year #1 Monthly/Annual
Year #2 Monthly/Annual
Year #3 Monthly/Annual
Year #4 Monthly/Annual
Year #5 Monthly/Annual
Year #6 Monthly/Annual
Year #7 Monthly/Annual
Year #8 Monthly/Annual
Year #9 Monthly/Annual
Year #10 Monthly/Annual
1-3 year 13%
4-10 year 13%
1-3 year 18%
4-10 year 20%
5,214.92 - 62,579
5,423.50 - 65,082
6,328.58 - 75,943
7,437.50 - 89,250
7,928.33 - 95,140
8,551.67 - 102,620
9,009.42 - 108,113
9,604.08 - 115,249
10,237.75 - 122,853
10,913.67 - 130,964
B. Required, Permitted and Prohibited Items:
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1. Essential Items:
Required:
Convenience Items - Band-Aids; pocket-size tissues;
handkerchiefs; toothbrushes and toothpaste; razor and shaving
cream; pocket combs; pens and pencils (utility type); stamps
(unless provided by Post Office); child care items (disposable
diaper, wipes).
Non-prescription Items - minor, ie; headache remedies; travel
sickness remedies; allergy and cold remedies; inhalers;
chapstick.
Print Items - local newspaper, at least one national financial
publication; paperback books, at least ten magazines of national
and local interest.
Convenience Items - women's utility type hosiery; cigarettes,
chewing tobacco, cigars, pipe tobacco, greeting cards, post
cards, film, batteries.
Permitted:
First Aid Supplies.
Print Items - magazines and periodicals, out-of-town newspapers,
and additional books (hard & soft).
2. Discretionary Items:
Required:
Convenience Items - candy and nuts (pre-packaged); camera.
Permitted:
Convenience Items - cosmetics and toiletries; mens, womens, and
childrens haberdashery; stationery and accessories; pens and
pencils (designer); gift wrap and accessories; jewelry, watches
and clocks; leather goods; luggage; box candies; pottery,
crystal, china; optical equipment (field glasses, telescopes,
magnifying glasses); phonograph records, tapes, cassettes and
discs; hobby goods, toys and games, souvenirs and novelties.
Other items upon written approval by Director of Aviation.
3. Prohibited Items:
Chewing gum (any kind); publications appealing to prurient
tastes; firearms and accessories of any kinds; knives exceeding
legal limit (4" blade); alcoholic beverages for consumption on
premises; candy and food items not pre-packaged, pre -wrapped, or
pre -boxed; beverages of any kind for consumption on premises.
C. Payment of Monthly Business Fees: The Concessionaire shall file a
monthly report of Gross Receipts for each month with the Director of Aviation or
his designee ("Director") on or before the 15th day of the following month.
Gross Receipts shall be defined as all sales in the Leased Premises less sales
tax. Such monthly report shall be substantially in such form and content as
502AG021.agr 4
Exhibit B as may be amended from time to time of this Agreement. Concessionaire
shall, at the time of filing its monthly report of Gross Receipts, pay its
monthly business fee for the previous month to the Aviation Department of the
City. This statement of Gross Receipts shall be certified by a responsible
officer of the Concessionaire.
D. Records and Reports: Concessionaire shall with respect to business
done by it under this Agreement, keep true and accurate accounts, records, books
and data, which shall show all the Gross Receipts of said business at CCIA. A
copy of these books and records shall be kept at Leased Premises at CCIA,
otherwise, Concessionaire shall pay transportation, lodging, meal, etc. costs
for City's auditor to go to the location where these books and records are kept
in order to review same.
E. Inspection and Audit of Records: The City and its agents shall have
the right at all reasonable times to inspect and audit such books, records, cash
registers, and other data relating to Concessionaire's business hereunder as may
be required in the judgment of the City or its auditors, to confirm the Gross
Receipts as defined herein. If, as a result of any inspection and/or audit, it
is established that additional amounts are due, Concessionaire shall pay such
additional amounts to the City not later than thirty (30) days after completion
of such inspection and/or audit. If the results of such audit reveal a
difference of more than two percent (2%) between Gross Receipts reported by the
Concessionaire and Gross Receipts reported by the audit, the cost of the audit
shall be paid by Concessionaire.
The Concessionaire shall, within sixty (60) days after the close of the
Agreement year, submit to the City a cumulative statement of Gross Receipts
pertaining to this Agreement covering the entire preceding year. Such
statements shall contain such information as the City deems reasonably necessary
502AG021.agr 5
and shall show adequate detail of all revenues of the Concessionaire's
operations.
The making of any willfully false report of Gross Receipts by
Concessionaire shall be grounds for immediate termination of this Agreement at
the option of the City.
F. Taxes: Concessionaire agrees to pay all lawful taxes and assessments
which during the term hereof, or any extension as provided for herein, may
become a lien or may be levied by the state, county, city or any other tax
levying body upon the Premises herein, or upon any taxable interest of
Concessionaire acquired by this Agreement. Concessionaire shall provide City a
certified statement by an officer of Concessionaire within sixty (60) days of
the end of each Agreement year that all taxes owing have been paid. The City
shall have the right to audit the receipts and vouchers showing such payment.
Concessionaire is responsible for the payment of all sales taxes charged to
customers at Leased Premises.
G. Costs: All costs of operation of the News and Gift Shop concession at
Leased Premises shall be paid by Concessionaire, except that City will furnish
the same level of ilyhtiny, heating, air conditioning, ventilation and
electricity as provided throughout the Terminal free of charge to
Concessionaire.
ARTICLE IV - USE AND MAINTENANCE OF LEASED PREMISES
A. Occupancy: Concessionaire accepts Leased Premises "as is", except
that City shall be responsible for removal of any asbestos. The taking of
possession of the Leased Premises by Concessionaire shall constitute
acknowledgment that the premises are in good condition and suitable for
occupancy by Concessionaire for the intended purposes.
502AG021.agr 6
B. Maintenance and Repair: Concessionaire shall at all times maintain
and repair the Leased Premises, all improvements, furnishings, fixtures,
merchandise or equipment therein, in good repair and in a neat, orderly,
sanitary and presentable condition. Concessionaire shall provide its own
janitor service. City shall maintain and repair the structure and mechanical
systems of the Terminal.
Concessionaire shall permit no damage to existing or future Leased Premises
or improvements thereto. No spikes, hooks, nails, or any other device which
will result in damage shall be driven or screwed into the walls or other
surfaces of the Leased Premises without prior written approval from the
Director.
C. Signs: No sign or advertisement shall be affixed, kept or distributed
on any part of the Leased Premises without the prior written approval of the
Director with regard to color, size, substance, style, material and method of
attachment. Director reserves the right to remove, without notice to
Concessionaire, all signs or advertisements not having prior approval.
D. Utility, Heating, Venting, Air Conditioning: Concessionaire shall not
interfere or permit to be done anything which may interfere with the
effectiveness or accessibility of the utility, heating, ventilating or air
conditioning systems, or portions thereof, on the Leased Premises or elsewhere
in the Terminal.
E. Lighting: City shall provide normal lighting such as is provided
throughout the terminal.
F. Access: Concessionaire shall not 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 streets or sidewalks at CCIA.
502AG021.agr 7
Concessionaire shall not hinder police, fire fighting or other emergency
personnel in the discharge of their duties.
G. Flammable or Hazardous: 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 and storage areas which, in the City's opinion, may constitute a
hazardous condition that will increase the risks normally attendant upon
operations contemplated under this Agreement. Concessionaire shall take all
reasonable steps to keep the Leased Premises free from all danger of fire.
Concessionaire shall not create a fire hazard. Concessionaire shall refrain
from activities which may destroy or damage Leased Premises.
H. Unlawful or Unauthorized Use: Concessionaire shall nut permit any
unlawful practice to be committed on Leased Premises. Concessionaire shall not
use or permit any use of Leased Premises for any purpose not herein authorized.
Concessionaire shall not use or permit the use of Leased Prernises in any way
which will disturb other tenants or concessionaires at CCIA.
I. Laws and Regulations: 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 Leased Premises or to any adjoining public ways,
with regard to the manner or use or the condition of Leased Premises and
Concessionaire's operations thereon or of adjoining public ways. Concessionaire
shall have liability for and shall pay any fines assessed against Concessionaire
or City due to the acts or omissions of Concessionaire regarding compliance with
said statutes, laws, ordinances, etc., including, but not limited to, FAA
security regulations and EPA regulations.
502AG021.agr 8
J. 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 practical) to enter upon and in the Leased Premises
for the following purposes:
1. To inspect such premises to determine whether the Concessionaire
has complied and is complying with the terms and conditions of this
Agreement.
2. To perform maintenance and make repairs in any case where the
Concessionaire is obligated, but has failed to do so after the City
has given the Concessionaire reasonable notice to do so, in which
event the Concessionaire shall reimburse the City for the reasonable
cost thereof within ten (10) days after written demand.
ARTICLE V - CONCESSIONAIRE'S OPERATIONS, RIGHTS, AND RESPONSIBILITIES
A. Rights Granted: The operational rights granted herein shall be for
the purpose of providing all customary and usual service incidental to the
operation of a news and gift shop concession for the public in the Terminal at
CCIA. This is a non-exclusive right. However, Concessionaire shall have the
exclusive right to provide tobacco and news services. City is granting to
Concessionaire a limited competition concession with the exclusive right to sell
tobacco and news items. City reserves the right to grant to others the right to
operate speciality shops. Without limiting the generality of the foregoing,
during the term of this Agreement, until annual enplanements reach 600,000, City
will not grant a specialty shop concession to anyone else which would offer a
majority of the same types of merchandise offered by Concessionaire. If
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specialty shop concessions are bid, Concessionaire may bid on an equal basis
with all other bidders.
B. Quiet Possession: Subject to the provisions of this Agreement, and
upon payment of the Monthly Business Fee, rentals and otherwise performing its
covenants and obligations hereunder, City covenants that Concessionaire shall
have quiet and peaceable possession of the Leased Premises.
C. Professional Management and Hours of Operation: 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
limited to the following:
1. Concessionaire's manager at Leased Premises shall be a qualified
and experienced manager or supervisor vested with full power and
authority with regard tc the conduct of the operations at Leased
Premises. The manager or supervisor shall be assigned to a duty
station or office at the Leased Premises where he/she shall ordinarily
be available during regular business hours.
2. Concessionaire shall be open for and shall conduct business and
furnish services seven days a week. Concessionaire shall open for
business 30 minutes before the first scheduled commercial flight each
day and close 30 minutes after the last scheduled commercial flight
each day. Any modifications to these hours require the prior written
approval of the Director of Aviation, which approval shall not be
unreasonably withheld.
D. Non-Discrimination Covenant: 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 against any person or group of persons in
any manner prohibited by Part 21 of the Regulations of the Secretary of
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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 non-discrimination covenant.
E. Approval of Merchandise: Concessionaire shall furnish high quality
merchandise and prompt, courteous and efficient service commensurate with other
like airports in Texas. The City shall have prior written approval of the
merchandise provided and may from time to time approve additional items or make
additional exceptions. Exhibit C to this Agreement lists the initial approved
merchandise to be provided.
The City reserves the right to require Concessionaire to remove items
which, in the City's sole opinion, is not in keeping with quality operations,
and this right shall be exercised using a reasonableness standard and not
arbitrarily.
F. Security Check: The Concessionaire shall do a security check on every
employee with access to the secured area as required by Federal Aviation
Administration Security Program Requirements and Regulations. The City may
require immediate removal of any employee from CCIA premises as may be necessary
for security or other justified reasons.
G. Develop and Increase Business: 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 Leased
Premises by referral or any other method. Any action taken by the
Concessionaire 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.
502AG021.agr
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H. Personnel: The Concessionaire's personnel performing services
hereunder shall be neat, clean and courteous. The Concessionaire's oral
solicitation of business at the Leased Premises shall be confined to such
locations on the Leased Premises as the Concessionaire and the City shall
mutually agree as being sufficient to properly serve the needs of the
Concessionaire. The Concessionaire shall prohibit and restrain its agents,
servants, and employees from loud, noisy, boisterous or otherwise objectionable
promotion of the service 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. It is expressly
understood that Concessionaire is an independent contractor and that
Concessionaire or its agents or employees are not City employees and are not
entitled to benefits normally accoraec City employees. Ccncessionaire shall be
solely responsible for the actions or omissions of its employees or agents in
the performance of this Agreement.
Personnel relations of the employees on the Concessionaire's payroll shall
be the Concessionaire's responsibility. The Concessionaire must comply with all
applicable government regulations and statutes related to the employment of
personnel.
I. Termination: Noncompliance with any portion of this Agreement may
constitute a material breach thereof, and in the event of noncompliance or
continued and substantial noncompliance, which shall continue for more than
thirty (30) days after Lessee's receipt of written notice from Lessor detailing
such compliance (ten [10] days in the case of nonpayment of rent), the City
shall have the right to terminate this Agreement without liability therefor.
Provided, however, that if the breach is of such a nature that it cannot be
cured within thirty (30) days and Concessionaire has in good faith commenced and
502AG021.agr 12
is prosecuting the cure thereof, Concessionaire shall have a reasonable
extension of such period in order to cure the default.
J. Liens and Claims: The Concessionaire agrees not to permit any
mechanic's, materialmari's, or any other lien to be foreclosed upon the Leased
Premises or any part or parcel thereof, or the improvements thereon, by reason
of any work or labor performed or materials furnished by any mechanic or
materialman or for any other reason.
ARTICLE VI - LIABILITIES, INSURANCE AND INDEMNIFICATION
A. Minimum Insurance: Concessionaire shall maintain the following
minimum insurance for the entire contract period at its own expense:
1. Workers Compensation: Applicable Federal and State Requirement.
2. Comprehensive General Liability Insurance Policy to include
Contractual Liability, Products Liauility, and Premises/Operations
endorsements to cover bodily injury or death and property damage
arising from Concessionaire's activities under this Agreement
including damage to City owned or leased property and bodily injury to
City personnel. The City of Corpus Christi shall be named as
Additional Insured on the policy. Minimum limits of coverage shall be
$1,000,000 aggregate single limit coverage.
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 Leased Premises.
Concessionaire may be required to provide City with proof of
insurance coverage for subcontractors with whom Concessionaire may
contract during Agreement period to perform services or provide
materials for the performance of this Agreement. Such insurance is to
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cover City to protect it from liability and property damage losses
resulting from the activities of subcontractor.
B. Future Insurance Requirements: The Concessionaire and the City
understand and agree that the minimum limits of the insurance herein required
may become inadequate, and the Concessionaire agrees that it shall increase such
minimum limits upon receipt of notice in writing from the City. Such notices of
change shall, in general, be issued with no more frequency than every two (2)
years of the term of this Agreement; however, the City may take note of damage
awards being granted by the courts and direct an increase in the minimum limits
of the insurance requirement at any time during the lease term.
C. Limitation of Insurance: All policies of insurance required herein
shall name the City as additional insured and be in a form and with a company or
companies acceptable to the City, and quolifiee to do insurance business in the
State of Texas. Each such policy shall provide that the policy may not be
materially changed, altered or cancelled by the insured or insurer during its
term without first giving thirty (30) days written notice to the City.
D. Evidence of Insurance: Certificates, or other evidence of insurance
coverage required of the Concessionaire in this Article, shall be delivered to
the City in form and content satisfactory to the City. At least thirty (30)
days prior to the expiration of any such policy, the 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 (15) days after the receipt of such written notice file with the City a
certificate showing that the required insurance has been reinstated or provided
through another insurance company or companies.
E. Adjustment of Claims: Concessionaire shall provide for the prompt and
efficient handling of all claims for bodily injury or property damage arising
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out of the activities of Concessionaire under this Agreement. Concessionaire
agrees that all such claims, whether processed by Concessionaire or its insurer
either directly or by means of an agent, will be handled by a person or
representative of the Concessionaire.
F. Conditions of Insurance Default: If at any time the Concessionaire
shall fail to obtain the insurance as required herein, the City may effect such
insurance by taking out policies with companies satisfactory to the City. The
amount of the 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 (8%) per annum.
G. Incernification: 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 or injuries to, or death of any persons, and
from any and all claims, damages, suits, costs, expenses, liabilities, action or
proceedings of any kind whatsoever, in any way resulting from, or arising out of
the acts, omissions, or negligence of officers and employees of the
Concessionaire arising out of this Agreement for the use and occupancy of the
Leased Premises at said Airport.
ARTICLE VII - CANCELLATION BY CONCESSiONAi E
Concessionaire may terminate this Agreement anc cancel all of its
obligations hereunder (provided, however, that Concessionaire not be in default
in the payment of any rents, fees, or charges due to City hereunder), by giving
written notice to be served as hereinafter provided upon or after the happening
of any one of the following events:
A. The inability of Concessionaire to use the Leased Premises for a
continuous period in excess of sixty (60) days, because of the issuance of any
502AG021.agr 15
order, rule, or regulation by the United States or an instrumentality thereof
preventing Concessionaire from operating the Leased Premises for cause or causes
not constituting a default under this Agreement;
B. The default by City in the performance of any covenant or agreement
herein required to be performed by City and the failure of City to remedy such
default for a period of sixty (60) days after receipt from Concessionaire of
written notice to remedy the same, unless such default cannot be cured within
such sixty (60) day period and City has in good faith commenced and is
prosecuting the cure thereof, in which case City shall have a reasonable
extension of such period in order to cure such default; provided, however, that
no notice of cancellation, as above provided, shall be of any force or effect if
City shall have remedied the default prior to receipt of Concessionaire's notice
of cancellation;
C. The assumption by the United States or an instrumentality thereof of
the operation, control, or use of CCIA or any substantial part thereof in such a
manner as to substantially restrict Concessionaire for a period of at least
ninety (90) days from operating its business at CCIA;
D. The withdrawal or cancellation by the United States or an authorized
instrumentality thereof of the right of regularly scheduled airlines to operate
at CCIA; and
E. The issuance by any ccurt of competent jurisdiction of an injunction
restraining the use of CCIA or the Leased Premises if said injunction shall
remain in force for more than ninety (90) days.
ARTICLE VIII - DAMAGE AND DESTRUCTION OF LEASED PREMISES
In the event of damage or casualty to any part of the Leased Premises,
unless a decision is made by City that the Terminal will not continue to be used
as a passenger terminal by scheduled airlines, any such damage or destruction
502AG021.agr 16
shall be repaired with reasonable dispatch by the parties in cooperation with
each other, but with City in charge.
During any period that eee or more of the separate areas constituting a
part of the Leased Premises are unusable by reason of damage or destruction to
any part of the Leased Premises, the Minimum Guarantee shall abate pro rata on
the basis of the ratio that the Gross Receipts for the twelve (12) month period
immediately preceding the date of said damage or destruction (or if such damage
or destruction should occur during the first year of the term, the Gross
Receipts for the period of operation) from any area or areas that are unusable
bore to the total Gross Receipts for the same period.
A.
ARTICLE IX - OTHER PROVISIONS
No Personal Liability: No director, officer, employee or other agent
of either party shall be personally liable under or in connection with this
Agreement while performing in good faith the duties therein.
B. Agreements with the United States: This Agreement is subject and
subordinate to the provisions of any agreements heretofore made between the City
and the United
the execution
expenditure of
States, relative to the operation or
maintenance of said Airport,
of which has been required as a condition precedent to the
Federal funds for the extension, expansion or development of said
Airport. Any Agreement hereinafter made between the City and the United States
Government will not be inconsistent with rights granted to Concessionaire
herein.
C. 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,
502AG021.agr 17
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 funus, provideo that in no event
shall such changes impair the rights of Concessionaire.
D. Governing Law: This Agreement shall be deemed to have been made in,
and be construed in accordance with the laws of the State of Texas, venue shall
be in Corpus Christi, Nueces County, Texas.
E. 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 at 5100 Poplar Avenue, Memphis, Tennessee 38137,
Attention: Legal Department.
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.
F. Amendments: This Agreement may only be amended by written agreement
duly authorized and executed by representatives of all the parties hereto.
G. Force Majeure: Neither the City nor Concessionaire shall be deemed in
violation of this Agreement 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
502AG021.agr 18
other circumstances for which it is not responsible or which is not within its
control.
H. Invalid Provisions: In the event that any covenant, condition or
provision herein contained is held to be invalid by a court cf ccripetent
jurisdiction, the invalidity of any such covenant, condition or provision shall
in no way affect any other covenant, condition or provision.
I. Headings: The headings of the 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 hereof or the interpretation or
construction hereof.
J. Withholding Required Approvals: Whenever the approval of the City or
of Concessionaire is required, no such approval shall be unreasonably requested
or withhelu.
K. 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, sub -lessees and assigns of the
respective parties hereto. This Agreement may not be assigned without the prior
written approval of the City. Any party to whom this Agreement is requested to
be assigned must have comparable qualifications and economic strength as
Concessionaire.
L. 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.
M. Waivers: No waiver of default by either party of any items, 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
502AG021.agr 19
of the terms, covenants or conditions herein contained, to be performed, kept
and observed by the other party.
N. Gratuities: The City may cancel this Agreement 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 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 provioing such
gratuities.
0. Delivery of Leased Premises: Concessionaire further agrees that upon
the expiration of the term of this Lease or sooner cancellation thereof, the
Leased Premises will be delivered to City in good condition, reasonable wear and
tear and matters covered by insurance excepted, and City shall have the right to
take possession of the Leased Premises and the improvements with or without
process of law. This provision shall apply to both the current Leased Premises
and to the location to be constructed.
P. Cost of Advertisement: In accordance with City Charter, Article VIII,
Section 3 (b), a statement shall be published in a newspaper of general
circulation in the City twice after 1st and 2nd reaoings within six (6) days of
respective readings. This statement shall describe the leased Premises
generally and recite the consideration of rental provided for in the lease. The
cost of such notice shall be borne by the Concessionaire.
Q. Performance Bond: A Performance Bond in an amount equal to the annual
total of the minimum monthly guarantee of the 1st year shall be submitted within
502AG021.agr 20
fourteen (14) days of the commencement of the Agreement. The Bond shall be in
full force and effect for the term of the Agreement, and shall guarantee the
payment of the concession fee, rent and Concessionaires' other obligations as
provided herein. Any renewal must be delivered to the City forty five (45) days
prior to the expiration date on the existing bond.
R. Payment Bond: A Payment Bond equal to 100% of the proposed capital
improvements shall be submitted to the City no less than fifteen (15) days prior
to the start of construction and shall be in full force and effect until
construction is complete and final payments are made for all capital
improvements. Such a bond shall be required for both the initial refurbishing
and the new facility construction. The initial bond shall be for Twenty Five
Thousand ($25,000) Dollars for returbishing; the second bond shall be for One
Hundred Thousand ($100,000) Dollars for the new facility construction.
S. Construction Start Date: Concessionaire shall initiate the initial
refurbishing on the Leased Premises within 90 days of the commencement of
Agreement with the City. Construction of the new facility shall be commenced
within 120 days after City allocates Concessionaire its new location unless the
Director authorizes and extension in writing prior to the expiration of the 120
day period. Construction shall be completed in an acceptable time frame.
Concessionaire shall be diligent in its ccmpletion of and start of operation of
said Terminal News and Gift Concession. Concessionaire shall provide a
construction schedule to the Director for approval for both the refurbishing and
the new facility construction.
T. 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
502AG021.agr 21
duly authorized representatives of the parties hereto. The same terms and
conditions of the Agreement shall apply during the holdover period.
ATTEST: CITY OF CORPUS CHRISTI
Armando Chapa, City Secretary Juan Garza, City Manager
APPROVED AS TO FORM: DOBBS HOUSES, INC.
Hal George, City Attorney
By:
Assistant City Attorney Thomas W. Cangemi, President
502AG021.agr 22
That the foregoing ordinance was read for e fi st time and pas d to its
second reading on this the /) day of � �_ , 19', by the
following vote:
Betty N. Turner
David Berlanga, Sr.
Leo Guerrero
Tom Hunt
alkoenk
That the foregoing ordinance
third reading on this the
following vote:
Betty N. Turner
David Berlanga, Sr.
Leo Guerrero
Tom Hunt
was
Edward A. Martin
Joe McComb
Clif Moss
Mary Rhodes
Frank Schwing, Jr.
read for t e s-cond time and pas d to its
day of , 19, by the
Edward A. Martin
Joe McComb
Clif Moss
Mary Rhodes
Frank Schwing, Jr.
That the foregoing ordiyrance was read for the(third time and passed finally on
this the /r) day of (A((a)[,.„ ( , 19 , by the following vote:
QG
Cll /,j�
Betty N. Turner ((k J "I(1 t ( 1
David Berlanga, Sr. (1(, Joe McComb
Leo Guerrero AL 1, Clif Moss dc )c,
Tom Hunt (ii . , Mary Rhodes (CL 1
Frank Schwing, Jr. thy,-
PASSED
c)iPASSED AND APPROVED, this the /5 day of (Jii'36[,)"i , 19 ,7/
✓
)L J,
ity ecretary V MAYOR 1 � j��
THE CITY OF CORPUS CHRISTI, TEXAS
Edward A. Martin
AST:
APPROVED:
a DAY OF
HAL GEORGE, CITY ATTORNEY
, 19',`.1:
BY YXaxu 4ti ,. a'kcotucu%—
Assistant City Attorney u
99.044.01
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