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HomeMy WebLinkAbout021273 ORD - 10/29/1991AN ORDINANCE AUTHORIZING THE EXECUTION OF AGREEMENTS WITH COASTAL BEND RENT -A -CAR, INC. D/B/A AVIS RENT -A -CAR; MAR -JEAN TEXAS, INC. D/B/A HERTZ CORPORATION; NATIONAL CAR RENTAL OF CORPUS CHRISTI, INC.; DOLLAR SYSTEMS, INC. D/B/A DOLLAR RENT -A -CAR; AND PAGAN LEWIS MOTORS, INC. D/B/A BUDGET RENT -A -CAR OF CORPUS CHRISTI; 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 Coastal Bend Rent-A-Car, Inc. d/b/a Avis Rent-A-Car; Mar -Jean Texas, Inc. d/b/a Hertz Corporation; National Car Rental of Corpus Christi, Inc.; Dollar Systems, Inc. d/b/a Dollar Rent-A- Car; and Pagan Lewis Motors, Inc. d/b/a Budget Rent-A-Car of Corpus Christi 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. AG5000.041.kp 021273 MICROFILMED CITY OF CORPUS CHRISTI CORPUS CHRISTI, TEXAS COASTAL BEND RENT -A -CAR, INC. dba Avis Rent-A-Car RENT -A -CAR CONCESSION AGREEMENT I The Concession Premises are 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 yent- 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 the commercial building site for use as an Automotive Service Facility as shown on Exhibit C, attached hereto and made a part hereof for all purposes. This Concession shall provide passenger automobile rental services for proper accommodation of passengers arriving at and departing from the Concession Premises at Corpus Christi International Airport, 1000 International Drive, Corpus Christi, Texas, and shall be in accordance with the terms and conditions stipulated herein. II TERM OF AGREEMENT The term of this Agreement shall be for a period of three (3) years commencing sixty (60) days after final approval by the City Council. Upon expiration of the original term, Concessionaire shall be allowed to hold over for such period as may be necessary to re -let bids. Such holdover period shall be on a month-to-month basis under the same terms and conditions of the expired lease. Fees to be paid City during such holdover period shall be based on the third (3rd) year concession fee rate as set forth hereinafter. 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: r ti 1 k. ka. -iti CITY OF CORPUS CHRISTI CORPUS CHRISTI, TEXAS A. Nonpayment: If the rentals, fees, charges or other money payments which the Concessionaire herein agrees to pay, or any part thereof, shall be unpaid after the date that same shall become due; B. Insolvency Proceedings: If, during the term of this Agreement, the Concessionaire shall: 1. Apply for, or consent to the appointment of a receiver, trustee or liquidator of all or a substantial part of its assets; 2. File a voluntary petition in bankruptcy, or admit in writing its inability to pay its debts as they come due; 3. Make a general assignment for the benefit of creditors; 4. File a petition or an answer seeking reorganization or arrangement with creditors, or to take advantage of an insolvency law; or 5. File an answer admitting the material allegations of a petition filed in bankruptcy, reorganization or insolvency proceedings; or if during the term of this Agreement an order, judgment or decree shall be entered by any court of competent jurisdiction, on the application of a creditor adjudicating Concessionaire as bankrupt or insolvent, or approving a petition seeking a reorganization of Concessionaire, and such order, judgment or decree shall continue unstayed and in effect for any period of ninety (90) consecutive days. 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 3.1, 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: 2 CITY OF CORPUS CHRISTI CORPUS CHRISTI, TEXAS 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 (30) 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 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 (60) days. 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 (45) 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 can be cured within such forty-five (45) days and if the City corrects same as promptly as reasonable practicable. 3 CITY OF CORPUS CHRISTI CORPUS CHRISTI, TEXAS 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 (60) 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 (1st) 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 (12) 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 (12) 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 and the Concessionaire leases space in the ready rent -a -car canopy illustrated in Exhibit Space"). City leases to Concessionaire, from the City, one parking parking lot area under the B (herein called "Canopy 4.4 Relocation of Ready Space and Canopy Space. The City reserves the right to relocate said ready space and canopy space 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. During the term of this Agreement contract traffic projections indicate the possible need to extend the bag claim area; which will require removal of a portion of the "Ready Car" area. In this event the spaces continuing in use will be distributed on the basis of percent of 4 CITY OF CORPUS CHRISTI CORPUS CHRISTI, TEXAS business at Corpus Christi International Airport. 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 may be required to pay a monthly rate of up to $15.00. 4.5 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 facility 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. 4.6 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. 4.7 Occupancy of Leased Premise. 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. A. The Concessionaire accepts all premises "as is" and agrees to perform all needed maintenance at its sole cost, except that the City shall perform all repairs to the structure of and all mechanical systems in the Terminal Building. B. It is understood and agreed that the Concessionaire is to make no material removals, additions or alterations to the Leased Premises without the prior written approval of the City 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. C. All construction and improvements including plans, proposal, materials colors of materials, and designs shall be submitted to the City, and the Concessionaire shall not commence the construction of any improvements 5 CITY OF CORPUS CHRISTI CORPUS CHRISTI, TEXAS on the Leased Premises without the prior written approval of the City as determined by the Director of Aviation. D. The Concessionaire shall maintain in good repair and in neat and clean condition all improvements, construction or furniture, furnishings or equipment placed on the Leased Premises or the Automotive Service Facility. The Concessionaire shall be responsible for the care of the Leases 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. 4.8 Maintenance and Use of Premises. Concessionaire shall at all times maintain its Leased Premises in a neat, orderly, sanitary and presentable condition and provide its own janitor service. Leased Premises shall be free from all danger of fire and personal injury and Concessionaire shall refrain from activities which may destroy or damage the Leased Premises. No flammable material shall be stored, nor will the Leased Premises be used for any purpose which will increase the rate of insurance thereon. At the end of the term, the Concessionaire agrees to deliver the Leased Premises to the City in the same condition as when rented, normal wear and tear excepted. No sign or advertisement of the Concessionaire or others shall be affixed, kept or distributed on any part of the Leased Premises unless such color, size, substance, style, material and method of attachment shall be first approved by the Director of Aviation. The City reserves the right to remove, without notice to the Concessionaire, all signs or advertisements not having prior approval. The Concessionaire shall not permit any unlawful practice to be committed on its Concession Premises nor to make or permit any use of the same for any purpose not herein authorized. The Concessionaire shall not use or permit the use of said Concession Premises in any way which will disturb other tenants or Concessionaires at said Airport. The Concessionaire shall not interfere or permit to be done anything which may interfere with the effectiveness or accessibility of the utility, heating, ventilating or air conditioning system, or portions thereof, on the Leased Premises or elsewhere in said Airport, nor do or permit to be done anything which may interfere with free access and passage in the Leased Premises or the public areas adjacent thereto, or in the street or sidewalks adjoining such premises at said Airport, or hinder police, fire fighting, or other emergency personnel in the discharge of 6 CITY OF CORPUS CHRISTI CORPUS CHRISTI, TEXAS 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. 4.9 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. 4.10 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. 4.11 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. 7 :ITY OF CORPUS CHRISTI CORPUS CHRISTI, TEXAS 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. 4.12 Surrender of Concession Premises. The Concessionaire covenants and agrees that at the expiration of this Agreement or at the earlier termination thereof, it will quit and surrender the Concession Premises and the improvements in good state and condition, reasonable wear and tear, acts of God and other casualties excepted, and the City shall have the right to take possession of the Concession Premises and the improvements with or without process of law. V CONCESSION FEE, RENTS, AND REPORTS 5 1 Definition of Gross Revenues. "Gross Revenues" as used herein shall be defined as all receipts cash or credit from all sources applicable to operation of Concessionaire's rental services originating on the Concession Premises save and except the following items: A. Sums recovered from insurance or otherwise for damage to automobiles or other property; B. Any tax levied by any competent governmental authority and separately stated and collected from Concessionaire's customers. No deductions from "Gross Revenues" shall be allowed from taxes levied on Concession activities, equipment, or real or personal property of Concessionaire; C. Any amounts paid by customers of Concessionaire as additional charges for wavier by Concessionaire of its rights to recover from customer for damages to the vehicle rented; D. Any charges collected from customers for refueling an automobile rented pursuant to a rental agreement under which the customer is obligated to return the automobile with the same amount of fuel furnished upon rental; E. Sums recovered for intercity fees or drop charges; F. Proceeds from sale of automobiles; or G. Any local or national discounts to customers. 8 :ITY OF CORPUS CHRISTI CORPUS CHRISTI, TEXAS 5.2 Concession Fee. Concessionaire shall on a monthly basis pay to the City the greater of either 1.) the minimum monthly guaranteed Concession fee, as it may increase over the life of the contract or 2.) ten (10%) percent of the Concessionaire's Monthly Gross Revenue over the life of the contract. Minimum monthly fee for: Year 1) $ 10,000 Year 2) $ 11,000 Year 3) $ 12,000 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. 5.4 Reports and Statements. Concessionaire shall submit a monthly report of 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 (60) 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 not later than ninety (90) days from the date of transaction. Credit allowed Concessionaire under this provision shall be only on the same basis as payments to the City as defined under Section 5.1 of this Agreement. Adequate proof of chargebacks must be furnished for all credit claimed. 5 5 Terminal Space Rental Payments. The Concessionaire agrees to pay the City, monthly in advance on or before the tenth (10th) 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 currently is $21.47 per square foot per year for office space. At such time as the air carrier tenants rates are adjusted this Agreement will automatically CITY OF CORPUS CHRISTI CORPUS CHRISTI, TEXAS be adjusted to the same rental rate. If the rate increase occurs during the Agreement year the rent will be pro -rated. 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 4.2 and 4.3. The licensing rate therefor shall be Fifteen Dollars ($15.00) 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 (10th) day of the month for which rent is due, $0.12 per square foot per year, divided into twelve (12) equal monthly payments. The land rental rate may be increased by the City upon thirty (30) days written notice to Concessionaire. The land rental rate increase shall not exceed $0.10 per square foot per year. 5.8 Adjustment of Rental Rate. The rental rate under 5.6 and 5.7 above will be reviewed every 3 years on Agreement anniversary date for adjustment. 5.9 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. 5.10 Service Charge. All unpaid fees due the City shall bear a service charge of one and one-half (1.5%) percent per month if same are not paid and received by the City by the 30th 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 shall furnish prior to commencement date of the term of the Agreement a letter of credit, certificate of deposit, -or performance bond in the principal amount of the highest three(s) months worth of minimum guaranteed concession fee rounded to the nearest one thousand dollars. This letter of credit, certificate of deposit, or bond shall guarantee the payment 10 CITY OF CORPUS CHRISTI CORPUS CHRISTI, TEXAS of the concession fee, rent, and Concessionaire's other obligations to pay as provided herein. A letter of credit or bond shall be in a form agreeable to the City and shall be kept in full force and effect during the term hereof. A certificate of deposit shall be endorsed to and held by the City, and shall be in full force and effect during the term hereof. Concessionaire shall receive all interest income from any such certificate of deposit. 5.11 Underground Storage Tank Deposit. Concessionaire shall furnish prior to commencement date of this Agreement a letter of credit, certificate of deposit or payment bond in the amount of $10,000 for each different underground storage tank site located at its Automotive Service Facility. If all underground storage tanks are closely grouped together that shall be one site, if some tanks are located more than 50 feet from other tanks, without other tanks in between, that shall be considered multiple sites, requiring multiple deposits. The letter of credit, certificate of deposit or payment bond shall remain in full force and effect during the term of this Agreement. A letter of credit or bond shall be in a form acceptable to City. A certificate of deposit shall be endorsed to and held by City. Concessionaire shall receive all interest income from any such certificate of deposit. 5 12 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. 5.13 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. 5.14 Temporary Reduction of Minimum Monthly Guaranteed Concession Fees. In the event that one of the following conditions exists during the term of the Agreement, the minimum monthly guaranteed concession fee provided for may be 11 CITY OF CORPUS CHRISTI CORPUS CHRISTI, TEXAS 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 thirty percent (30%) for a period thirty (30) 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 (30) or more consecutive days shall be less than seventy percent (70%) of the number of such deplaning passengers in the same month during the preceding calendar year; 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. 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 12 CITY OF CORPUS CHRISTI CORPUS CHRISTI, TEXAS following: A. The Concessionaire shall be open for and shall conduct business and furnish services seven (7) days a week for all regularly scheduled airline flights at the Concession Premises. 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 13 CITY OF CORPUS CHRISTI CORPUS CHRISTI, TEXAS 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 immediatelytake 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. 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 14 CITY OF CORPUS CHRISTI CORPUS CHRISTI, TEXAS 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 ($200,000.)for 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 lease term, such increases, if any, will be limited to ten (10%) percent of the rate in effect at the time of the increase. 7.3 Hazard Insurance. Concessionaire at its expense shall carry hazard insurance in the minimum amount of eighty (80%) percent of fair market value of the improvements of the Automobile Service Facility as shown on Exhibit C. 7.4 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 canceled by the insured or insurer during its term without first giving thirty days written notice to the City. 15 CITY OF CORPUS CHRISTI CORPUS CHRISTI, TEXAS 7.5 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 (30) 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 canceled or reduced, the Concessionaire shall, within fifteen (15) days after the date of such written notice from the insurer of such cancellation or reduction of coverage, file with the City a certificate showing that the required insurance has been reinstated or provided through another insurance company or companies. Copies of all insurance policies shall be promptly provided to the City upon City's written request. 7.6 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. 7.7 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 (8%) per annum. 7.8 Indemnification. Concessionaire agrees it will indemnify and hold and save City harmless of, from and against all claims, demands, actions, damages, loss, cost, liabilities, expenses and judgment recovered from or asserted against City on account of injury or damage to person or property to the extent that any such damage or injury may be incident to, arise out of, or be caused, either proximately or remotely, wholly or in part, by an act, omission, negligence or misconduct on the part of Concessionaire or any of its agents, servants, employees, contractors, patrons, guests, licensees or invitees, or when any such injury or damage is the result, proximate or remote, of the occupancy or use by Concessionaire, its agents, servants, employees, contractors, patrons, guests, licensees or invitees of the Leased Premises pursuant to the activities contemplated by this Rent-A-Car Concession Agreement, regardless of whether the City is solely negligent, 16 CITY OF CORPUS CHRISTI CORPUS CHRISTI, TEXAS contributorily or concurrently negligent. Concessionaire covenants and agrees that in case City shall be made a party to any litigation against Concessionaire or in any litigation commenced by any party other than relating to this Agreement or to the Leased Premises, then Concessionaire shall and will pay all costs and expenses, including reasonable attorney's fees and court costs, incurred by or imposed upon City by virtue of any such litigation. These terms of indemnification shall be effective unless such damage or injury may result from gross negligence or willful misconduct of City. VIII AUTOMOTIVE SERVICE FACILITY 8.1 Location. Concessionaire shall maintain the Automotive Service Facility at the Airport on Lot(s) 4 & 5 as shown on Exhibit C. 8.2 Utilities. Concessionaire shall pay all charges for water, gas, electric power, and sewage service consumed on Lot(s) 4 & 5 during the term of this Agreement, at regularly established rates. 8.3 Use. Lot(s.) 4 & 5 shall be used solely for the maintenance, service, and storage of Concessionaire's vehicles, and neither Concessionaire nor any of its agent 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(s) 4 & 5 and all property, excluding trade fixtures, which is so attached to any Fixed Improvements on lot(s) 4 & 5 that same may not be removed without material injury to Lot(s) 4 & 5 or the Fixed Improvements to which same shall be attached. Title to said Fixed Improvements shall during the term of this Agreement be in Concessionaire. Upon expiration of this Agreement Concessionaire shall have thirty (30) days after written notice from the City to remove said Fixed Improvements and repair any damage to the Premises caused by such removal at its expense. If said Fixed Improvements are not removed within the thirty (30) days, title shall vest in the City. Should Concessionaire terminate this Agreement without the consent of the City prior to its expiration, title to said Fixed Improvements shall immediately vest in the City. 17 CITY OF CORPUS CHRISTI CORPUS CHRISTI, TEXAS 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(s) 4 & 5 whether or not such machinery or equipment is bolt or otherwise attached to said Premises; and all other miscellaneous equipment installed in or placed on or about the Automotive Service Facility and used in connection with Concessionaire's business therein. Title to all Trade Fixtures shall be and remain in Concessionaire, and may be removed by Concessionaire within thirty (30) days after written notice by the City after expiration or termination of this Agreement. Concessionaire shall, at its own expense, repair any damage to the Premises caused by such removal. 8.6 Maintenance. Concessionaire shall at all times maintain the Automotive Service Facility in a neat, orderly, sanitary, and presentablecondition 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. Concessionaire shall properly dispose of all waste oil, hazardous materials, if any, and used tires off the Leased Premises. Concessionaire shall be required to maintain quarterly reports on how much waste oil, hazardous materials - with type and volume specifically identified, if any, and how many used tires have been disposed of, method of disposal, name and location of place where disposal occurred, on the form attached hereto as Exhibit D, as same may be amended from time to time. 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 assignee of an 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 18 CITY OF CORPUS CHRISTI CORPUS CHRISTI, TEXAS 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 Funds. In the event that the Federal, State, or Local Government requires, as a condition precedent to provision of funds for the improvement of the 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 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 or Concessionaire hereunder shall be in writing and shall be sent by certified mail, return receipt requested, to: Director of Aviation Corpus Christi International Airport 1000 International Drive Corpus Christi, Texas 78406 Concessionaire: H. G. Morrison Title: President Address: 101 N. Shoreline City: Corpus Christi, Tx 78401 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 executed by duly authorized representatives of all the parties hereto. 9.9 Force Majeure. Neither the City nor Concessionaire shall be 19 CITY OF CORPUS CHRISTI CORPUS CHRISTI, TEXAS deemed in violation of this Agreement should it be prevented from performing any of the obligations hereunder by reason of 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 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 covenants, and conditions hereof to be performed, observed by the other party shall be construed as operate as, a waiver of any subsequent default of terms, covenants, or conditions herein contained, performed, kept and observed by the other party. any terms, kept and , or any of the to be 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 20 CITY OF CORPUS CHRISTI CORPUS CHRISTI, TEXAS any determinations with respect to the performance of the Agreement. In the event this Agreement were to be canceled 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 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 representations or 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. ATTEST: BY Signed this day of , 1991. CITY OF CORPUS CHRISTI: BY Armando Chapa, City Secretary Juan Garza, City Manager Approved L� L >�.b�: , 1991 by James R. Bray, City Attorney BY CONCESSION: RE: Assistant City Attorney Coastal dba Avi A -Car, Inc. -Ca Name: Title: 21 H. G. Morrison, Jr. President 0 0 C D N Z7 0 m C N) Z H W DI • N N h.)f D o 0 r zti -I. > ° Z m rt D Z —+ 0 o -< Zx co D OJ ctI.; co r O y • • u D 0 N N 0 V) Z; M V3JV WIV13 3OVCOV9 rIVNOIWVN N rt V 01 M rt n O m c IA ,'"C3 °AN 7.1 TA 77 1 73 Z 2 Is iJ 0 a r to .0d "1. 4 1 � ° 11 iA In U H ES 18£I 6£Oy lil tt NHH 9HtIi m-+ CITY OF CORPUS CHRISTI CORPUS CHRISTI, TEXAS Month: Name: Title: EXHIBIT D July, 1991 Victoria L. Pannone Controller Waste Oil: Volume 55 Gallons Method of disposal SDC Waste Disposal Company Name and location of place of disposal 7330 Greenwood, Corpus Christi, Texas Used Tires: NOT APPLICABLE Volume Method of disposal Name and location of place of disposal Hazardous materials, if any: NOT APPLICABLE Type Volume Method of disposal Name and location of placed disposal I VICTORIA L. PANNONE CONTROLLER (Name) (Title) of COASTAL BEND RENT -A -CAR, INC. Company do hereby certify that the above (Rent-A-Car) information is true and correct and I am in1ppoosition of authority to have such knowledge. r r r rI 0 0 0 0 0 --I-i -i -I-I (nwN 1 1 1 1 1 ODA (r+ 0 CTI CNN #> Z•a ow>0 zx o° o G C w m r Qi E - • rt n �CS,� I-, w mi--.- rt P+ m o N n rtx i >>10 zi I I I 0 0 0 s n 0 0 0 --I FR X r INTERNATIONAL DRIVE CO CD( m __ A li nr .-4 :ITY OF CORPUS CHRISTI CORPUS CHRISTI, TEXAS MAR JEAN TEXAS, INC. dba Hertz Car Rental RENT -A -CAR CONCESSION AGREEMENT I The Concession Premises are 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 yent- 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 the commercial building site for use as an Automotive Service Facility as shown on Exhibit C, attached hereto and made a part hereof for all purposes. This Concession shall provide passenger automobile rental services for proper accommodation of passengers arriving at and departing frc__a the Concession Premises at Corpus Christi International Airport, 1000 International Drive, Corpus Christi, Texas, and shall be in accordance with the terms and conditions stipulated herein. II TERM OF AGREEMENT The term of this Agreement shall be for a period of three (3) years commencing sixty (60) days after final approval by the City Council. Upon expiration of the original term, Concessionaire shall be allowed to hold over for such period as may be necessary to re -let bids. Such holdover period shall be on a month-to-month basis under the same terms and conditions of the expired lease. Fees to be paid City during such holdover period shall be based on the third (3rd) year concession fee rate as set forth hereinafter. 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: CITY OF CORPUS CHRISTI CORPUS CHRISTI, TEXAS A. Nonpayment: If the rentals, fees, charges or other money payments which the Concessionaire herein agrees to pay, or any part thereof, shall be unpaid after the date that same shall become due; B. Insolvency Proceedings: If, during the term of this Agreement, the Concessionaire shall: 1. Apply for, or consent to the appointment of a receiver, trustee or liquidator of all or a substantial part of its assets; 2. File a voluntary petition in bankruptcy, or admit in writing its inability to pay its debts as they come due; 3. Make a general assignment for the benefit of creditors; 4. File a petition or an answer seeking reorganization or arrangement with creditors, or to take advantage of an insolvency law; or 5. File an answer admitting the material allegations of a petition filed in bankruptcy, reorganization or insolvency proceedings; or if during the term of this Agreement an order, judgment or decree shall be entered by any court of competent jurisdiction, on the application of a creditor adjudicating Concessionaire as bankrupt or insolvent, or approving a petition seeking a reorganization of Concessionaire, and such order, judgment or decree shall continue unstayed and in effect for any period of ninety (90) consecutive days. 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 3.1, 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: 2 CITY OF CORPUS CHRISTI CORPUS CHRISTI, TEXAS 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 (30) 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 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 (60) days. 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 (45) 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 can be cured within such forty-five (45) days and if the City corrects same as promptly as reasonable practicable. 3 CITY OF CORPUS CHRISTI CORPUS CHRISTI, TEXAS 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 (60) 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 (1st) 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 (12) 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 (12) 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 and the Concessionaire leases space in the ready rent -a -car canopy illustrated in Exhibit Space"). City leases to Concessionaire, from the City, one parking parking lot area under the B (herein called "Canopy 4.4 Relocation of Ready Space and Canopy Space. The City reserves the right to relocate said ready space and canopy space 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. During the term of this Agreement contract traffic projections indicate the possible need to extend the bag claim area; which will require removal of a portion of the "Ready Car" area. In this event the spaces continuing in use will be distributed on the basis of percent of 4 CITY OF CORPUS CHRISTI CORPUS CHRISTI, TEXAS business at Corpus Christi International Airport. 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 may be required to pay a monthly rate of up to $15.00. 4.5 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 facility 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. 4.6 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 7 Occupancy of Leased Premise. 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. A. The Concessionaire accepts all premises "as is" and agrees to perform all needed maintenance at its sole cost, except that the City shall perform all repairs to the structure of and all mechanical systems in the Terminal Building. B. It is understood and agreed that the Concessionaire is to make no material removals, additions or alterations to the Leased Premises without the prior written approval of the City 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. C. All construction and improvements including plans, proposal, materials colors of materials, and designs shall be submitted to the City, and the Concessionaire shall not commence the construction of any improvements 5 CITY OF CORPUS CHRISTI CORPUS CHRISTI, TEXAS on the Leased Premises without the prior written approval of the City as determined by the Director of Aviation. D. The Concessionaire shall maintain in good repair and in neat and clean condition all improvements, construction or furniture, furnishings or equipment placed on the Leased Premises or the Automotive Service Facility. The Concessionaire shall be responsible for the care of the Leases 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. 4.8 Maintenance and Use of Premises. Concessionaire shall at all times maintain its Leased Premises in a neat, orderly, sanitary and presentable condition and provide its own janitor service. Leased Premises shall be free from all danger of fire and personal injury and Concessionaire shall refrain from activities which may destroy or damage the Leased Premises. No flammable material shall be stored, nor will the Leased Premises be used for any purpose which will increase the rate of insurance thereon. At the end of the term, the Concessionaire agrees to deliver the Leased Premises to the City in the same condition as when rented, normal wear and tear excepted. No sign or advertisement of the Concessionaire or others shall be affixed, kept or distributed on any part of the Leased Premises unless such color, size, substance, style, material and method of attachment shall be first approved by the Director of Aviation. The City reserves the right to remove, without notice to the Concessionaire, all signs or advertisements not having prior approval. The Concessionaire shall not permit any unlawful practice to be committed on its Concession Premises nor to make or permit any use of the same for any purpose not herein authorized. The Concessionaire shall not use or permit the use of said Concession Premises in any way which will disturb other tenants or Concessionaires at said Airport. The Concessionaire shall not interfere or permit to be done anything which may interfere with the effectiveness or accessibility of the utility, heating, ventilating or air conditioning system, or portions thereof, on the Leased Premises or elsewhere in said Airport, nor do or permit to be done,anything which may interfere with -free access and passage in the Leased Premises or the public areas adjacent thereto, or in the street or sidewalks adjoining such premises at said Airport, or hinder police, fire fighting, or other emergency personnel in the discharge of 6 CITY OF CORPUS CHRISTI CORPUS CHRISTI, TEXAS 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. 4.9 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. 4.10 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. 4.11 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. 7 CITY OF CORPUS CHRISTI CORPUS CHRISTI, TEXAS 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 12 Surrender of Concession Premises. The Concessionaire covenants and agrees that at the expiration of this Agreement or at the earlier termination thereof, it will quit and surrender the Concession Premises and the improvements in good state and condition, reasonable wear and tear, acts of God and other casualties excepted, and the City shall have the right to take possession of the Concession Premises and the improvements with or without process of law. V CONCESSION FEE, RENTS, AND REPORTS 5 1 Definition of Gross Revenues. "Gross Revenues" as used herein shall be defined as all receipts cash or credit from all sources applicable to operation of Concessionaire's rental services originating on the Concession Premises save and except the following items: A. Sums recovered from insurance or otherwise for damage to automobiles or other property; B. Any tax levied by any competent governmental authority and separately stated and collected from Concessionaire's customers. No deductions from "Gross Revenues" shall be allowed from taxes levied on Concession activities, equipment, or real or personal property of Concessionaire; C. Any amounts paid by customers of Concessionaire as additional charges for wavier by Concessionaire of its rights to recover from customer for damages to the vehicle rented; D. Any charges collected from customers for refueling an automobile rented pursuant to a rental agreement under which the customer is obligated to return the automobile with the same amount of fuel furnished upon rental; E. Sums recovered for intercity fees or drop charges; F. Proceeds from sale of automobiles; or G. Any local or national discounts to customers. 8 CITY OF CORPUS CHRISTI CORPUS CHRISTI, TEXAS 5.2 Concession Fee. Concessionaire shall on a monthly basis pay to the City the greater of either 1.) the minimum monthly guaranteed Concession fee, as it may increase over the life of the contract or 2.) ten (10%) percent of the Concessionaire's Monthly Gross Revenue over the life of the contract. Minimum monthly fee for: Year 1) $ 9,800 Year 2) $ 9,800 Year 3) $ 9,800 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. 5.4 Reports and Statements. Concessionaire shall submit a monthly report of 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 (60) 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 not later than ninety (90) days from the date of transaction. Credit allowed Concessionaire under this provision shall be only on the same basis as payments to the City as defined under Section 5.1 of this Agreement. Adequate proof of chargebacks must be furnished for all credit claimed. 5.5 Terminal Space Rental Payments. The Concessionaire agrees to pay the City, monthly in advance on or before the tenth (10th) 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 currently is $21.47 per square foot per year for office space. At such time as the air carrier tenants rates are adjusted this Agreement will automatically 9 CITY OF CORPUS CHRISTI CORPUS CHRISTI, TEXAS be adjusted to the same rental rate. If the rate increase occurs during the Agreement year the rent will be pro -rated. 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 4.2 and 4.3. The licensing rate therefor shall be Fifteen Dollars ($15.00) 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 (10th) day of the month for which rent is due, $0.12 per square foot per year, divided into twelve (12) equal monthly payments. The land rental rate may be increased by the City upon thirty (30) days written notice to Concessionaire. The land rental rate increase shall not exceed $0.10 per square foot per year. 5.8 Adjustment of Rental Rate. The rental rate under 5.6 and 5.7 above will be reviewed every 3 years on Agreement anniversary date for adjustment. 5.9 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. 5.10 Service Charge. All unpaid fees due the City shall bear a service charge of one and one-half (1.5%) percent per month if same are not paid and received by the City by the 30th 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 shall furnish prior to commencement date of the term of the Agreement a letter of credit, certificate of deposit, -or performance bond in the principal amount of the highest three(s) months worth of minimum guaranteed concession fee rounded to the nearest one thousand dollars. This letter of credit, certificate of deposit, or bond shall guarantee the payment 10 CITY OF CORPUS CHRISTI CORPUS CHRISTI, TEXAS of the concession fee, rent, and Concessionaire's other obligations to pay as provided herein. A letter of credit or bond shall be in a form agreeable to the City and shall be kept in full force and effect during the term hereof. A certificate of deposit shall be endorsed to and held by the City, and shall be in full force and effect during the term hereof. Concessionaire shall receive all interest income from any such certificate of deposit. 5.11 Underground Storage Tank Deposit. Concessionaire shall furnish prior to commencement date of this Agreement a letter of credit, certificate of deposit or payment bond in the amount of $10,000 for each different underground storage tank site located at its Automotive Service Facility. If all underground storage tanks are closely grouped together that shall be one site, if some tanks are located more than 50 feet from other tanks, without other tanks in between, that shall be considered multiple sites, requiring multiple deposits. The letter of credit, certificate of deposit or payment bond shall remain in full force and effect during the term of this Agreement. A letter of credit or bond shall be in a form acceptable to City. A certificate of deposit shall be endorsed to and held by City. Concessionaire shall receive all interest income from any such certificate of deposit. 5.12 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. 5.13 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. 5.14 Temporary Reduction of Minimum Monthly Guaranteed Concession Pees. In the event that one of the following conditions exists during the term of the Agreement, the minimum monthly guaranteed concession fee provided for may be 11 CITY OF CORPUS CHRISTI CORPUS CHRISTI, TEXAS 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 thirty percent (30%) for a period thirty (30) 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 (30) or more consecutive days shall be less than seventy percent (70%) of the number of such deplaning passengers in the same month during the preceding calendar year; 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. 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 12 CITY OF CORPUS CHRISTI CORPUS CHRISTI, TEXAS following: A. The Concessionaire shall be open for and shall conduct business and furnish services seven (7) days a week for all regularly scheduled airline flights at the Concession Premises. 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 13 CITY OF CORPUS CHRISTI CORPUS CHRISTI, TEXAS 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. 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 14 CITY OF CORPUS CHRISTI CORPUS CHRISTI, TEXAS 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 ($200,000.)for 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 lease term, such increases, if any, will be limited to ten (10%) percent of the rate in effect at the time of the increase. 7.3 Hazard Insurance. Concessionaire at its expense shall carry hazard insurance in the minimum amount of eighty (80%) percent of fair market value of the improvements of the Automobile Service Facility as shown on Exhibit C. 7.4 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 canceled by the insured or insurer during its term without first giving thirty days written notice to the City. 15 CITY OF CORPUS CHRISTI CORPUS CHRISTI, TEXAS 7.5 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 (30) 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 canceled or reduced, the Concessionaire shall, within fifteen (15) days after the date of such written notice from the insurer of such cancellation or reduction of coverage, file with the City a certificate showing that the required insurance has been reinstated or provided through another insurance company or companies. Copies of all insurance policies shall be promptly provided to the City upon City's written request. 7.6 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. 7.7 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 (8%) per annum. 7.8 Indemnification. Concessionaire agrees it will indemnify and hold and save City harmless of, from and against all claims, demands, actions, damages, loss, cost, liabilities, expenses and judgment recovered from or asserted against City on account of injury or damage to person or property to the extent that any such damage or injury may be incident to, arise out of, or be caused, either proximately or remotely, wholly or in part, by an act, omission, negligence or misconduct on the part of Concessionaire or any of its agents, servants, employees, contractors, patrons, guests, licensees or invitees, or when any such injury or damage is the result, proximate or remote, of the occupancy or use by Concessionaire, its agents, servants, employees, contractors, patrons, guests, licensees or invitees of the Leased Premises pursuant to the activities contemplated by this Rent-A-Car Concession Agreement, regardless of whether the City is solely negligent, 16 CITY OF CORPUS CHRISTI CORPUS CHRISTI, TEXAS contributorily or concurrently negligent. Concessionaire covenants and agrees that in case City shall be made a party to any litigation against Concessionaire or in any litigation commenced by any party other than relating to this Agreement or to the Leased Premises, then Concessionaire shall and will pay all costs and expenses, including reasonable attorney's fees and court costs, incurred by or imposed upon City by virtue of any such litigation. These terms of indemnification shall be effective unless such damage or injury may result from gross negligence or willful misconduct of City. VIII AUTOMOTIVE SERVICE FACILITY 8.1 Location. Concessionaire shall maintain the Automotive Service Facility at the Airport on Lot(s) 1 & 2 as shown on Exhibit C. 8.2 Utilities. Concessionaire shall pay all charges for water, gas, electric power, and sewage service consumed on Lot(s) 1 & 2 during the term of this Agreement, at regularly established rates. 8.3 Use. Lot(s) 1 & 2 shall be used solely for the maintenance, service, and storage of Concessionaire's vehicles, and neither Concessionaire nor any of its agent 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(s) 1 & 2 and all property, excluding trade fixtures, which is so attached to any Fixed Improvements on lot(s) 1 & 2 that same may not be removed without material injury to Lot(s) 1 & 2 or the Fixed Improvements to which same shall be attached. Title to said Fixed Improvements shall during the term of this Agreement be in Concessionaire. Upon expiration of this Agreement Concessionaire shall have thirty (30) days after written notice from the City to remove said Fixed Improvements and repair any damage to the Premises caused by such removal at its expense. If said Fixed Improvements are not removed within the thirty (30) days, title shall vest in the City. Should Concessionaire terminate this Agreement without the consent of the City prior to its expiration, title to said Fixed Improvements shall immediately vest in the City. 17 CITY OF CORPUS CHRISTI CORPUS CHRISTI, TEXAS 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(s) 1 & 2 whether or not such machinery or equipment is bolt or otherwise attached to said Premises; and all other miscellaneous equipment installed in or placed on or about the Automotive Service Facility and used in connection with Concessionaire's business therein. Title to all Trade Fixtures shall be and remain in Concessionaire, and may be removed by Concessionaire within thirty (30) days after written notice by the City after expiration or termination of this Agreement. Concessionaire shall, at its own expense, repair any damage to the Premises caused by such removal. 8.6 Maintenance. Concessionaire shall at all times maintain the Automotive Service Facility in a neat, orderly, sanitary, and presentable condition and provide its own janitor service. The Automotive Facility shall be free from all danger of fire and personal injury and Concessionaire shall refrain from activities which may destroy or damage same. Concessionaire shall properly dispose of all waste oil, hazardous materials, if any, and used tires off the Leased Premises. Concessionaire shall be required to maintain quarterly reports on how much waste oil, hazardous materials - with type and volume specifically identified, if any, and how many used tires have been disposed of, method of disposal, name and location of place where disposal occurred, on the form attached hereto as Exhibit D, as same may be amended from time to time. 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 assignee of an 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 18 CITY OF CORPUS CHRISTI CORPUS CHRISTI, TEXAS 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 Funds. In the event that the Federal, State, or Local Government requires, as a condition precedent to provision of funds for the improvement of the 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 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 or Concessionaire hereunder shall be in writing and shall be sent by certified mail, return receipt requested, to: Director of Aviation Corpus Christi International Airport 1000 International Drive Corpus Christi, Texas 78406 Concessionaire: Douglas Daniell Title: President Address: P. 0. Box 5070 City: Corpus Christi, Tx 78465 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 executed by duly authorized representatives of all the parties hereto. 9.9 Force Majeure. Neither the City nor Concessionaire shall be 19 CITY OF CORPUS CHRISTI CORPUS CHRISTI, TEXAS deemed in violation of this Agreement should it be prevented from performing any of the obligations hereunder by reason of 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 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 covenants, and conditions hereof to be performed, observed by the other party shall be construed as operate as, a waiver of any subsequent default of terms, covenants, or conditions herein contained, performed, kept and observed by the other party. any terms, kept and , or any of the to be 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 20 CITY OF CORPUS CHRISTI CORPUS CHRISTI, TEXAS any determinations with respect to the performance of the Agreement. In the event this Agreement were to be canceled 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 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 representations or 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. Signed this day of , 1991. ATTEST: CITY OF CORPUS CHRISTI: BY BY Armando Chapa, City Secretary Approved .r0 J: ;u.;*a�.,, 1991 by James R. Bray, City Attorney BY, -i, (.t_a),, Assistant City Attorney Ma db Juan Garza, City Manager BY Name: Title: 21 NATIONAL BAGGAGE CLAIM AREA 0 CORPUS CHRISTI r N N 4-i 48 144 14b 17+14: EXHIBIT B 0 f 42 41 40I393531 •l tfi 1 r f TT- -D 1 O • 0 04 -D b a0 .4 a- r g J V' -0 O v a V Y A 6 4J 0 J u 1 1°1 el2, 3b eo 35- N 04 .41 0' h A C:1 O U y O 8 3AI210 IVNOLLVN2131111 U FC U U 01 1 1 1 P'. U I C4 rd I C 7 Q) 1.1 N O N rd - tri 0-1 JC rzi W - b > 00 o� xZ < Q ▪ e+ cV M Ff) i l l l (J) (f) 1—F -1-1—I- 0 0 0 0 0 J J J J J CORPUS CHRISTI, TEXAS Month: Name: Title: EXHIBIT D Waste Oil: Volume 5c 6pllo,os Method of disposal 51413,14- Jp2f re and j41-� Used Tires: 7>ocation of Volume , I�jj() Method of disposal place of disposal 9)) ter . Name and location of place of disposal Hazardous materials, if any: Type »oJJU Volume Method of disposal Name and location of placed disposal of Company do hereby certify that the abb ;v ent-A (fir) " formation is true and correct and I am in a o •n of . ori to have such knowledge. „-- 02.rs i" 1 (Title) CITY OF CORPUS CHRISTI CORPUS CHRISTI, TEXAS NATIONAL CAR RENTAL OF CORPUS CHRISTI, INC. RENT -A -CAR CONCESSION AGREEMENT I The Concession Premises are 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 yent- 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 the commercial building site for use as an Automotive Service Facility as shown on Exhibit C, attached hereto and made a part hereof for all purposes. This Concession shall provide passenger automobile rental services for proper accommodation of passengers arriving at and departing from the Concession Premises at Corpus Christi International Airport, 1000 International Drive, Corpus Christi, Texas, and shall be in accordance with the terms andconditions stipulated herein. ii TERM OF AGREEMENT The term of this Agreement shall be for a period of three (3) years commencing sixty (60) days after final approval by the City Council. Upon expiration of the original term, Concessionaire shall be allowed to hold over for such period as may be necessary to re -let bids. Such holdover period shall be on a month-to-month basis under the same terms and conditions of the expired lease. Fees to be paid City during such holdover period shall be based on the third (3rd) year concession fee rate as set forth hereinafter. 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: CITY OF CORPUS CHRISTI CORPUS CHRISTI, TEXAS A. Nonpayment: If the rentals, fees, charges or other money payments which the Concessionaire herein agrees to pay, or any part thereof, shall be unpaid after the date that same shall become due; B. Insolvency Proceedings: If, during the term of this Agreement, the Concessionaire shall: 1. Apply for, or consent to the appointment of a receiver, trustee or liquidator of all or a substantial part of its assets; 2. File a voluntary petition in bankruptcy, or admit in writing its inability to pay its debts as they come due; 3. Make a general assignment for the benefit of creditors; 4. File a petition or an answer seeking reorganization or arrangement with creditors, or to take advantage of an insolvency law; or 5. File an answer admitting the material allegations of a petition filed in bankruptcy, reorganization or insolvency proceedings; or if during the term of this Agreement an order, judgment or decree shall be entered by any court of competent jurisdiction, on the application of a creditor adjudicating Concessionaire as bankrupt or insolvent, or approving a petition seeking a reorganization of Concessionaire, and such order, judgment or decree shall continue unstayed and in effect for any period of ninety (90) consecutive days. 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 3.1, 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: 2 CITY OF CORPUS CHRISTI CORPUS CHRISTI, TEXAS 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 (30) 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 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 (60) days. 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 (45) 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 can be cured within such forty-five (45) days and if the City corrects same as promptly as reasonable practicable. 3 CITY OF CORPUS CHRISTI CORPUS CHRISTI, TEXAS 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 (60) 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 (1st) 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 (12) 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 (12) 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 and the Concessionaire leases space in the ready rent -a -car canopy illustrated in Exhibit Space"). City leases to Concessionaire, from the City, one parking parking lot area under the B (herein called "Canopy 4.4 Relocation of Ready Space and Canopy Space. The City reserves the right to relocate said ready space and canopy space 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. During the term of this Agreement contract traffic projections indicate the possible need to extend the bag claim area; which will require removal of a portion of the "Ready Car" area. In this event the spaces continuing in use will be distributed on the basis of percent of 4 CITY OF CORPUS CHRISTI CORPUS CHRISTI, TEXAS business at Corpus Christi International Airport. 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 may be required to pay a monthly rate of up to $15.00. 4.5 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 facility 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. 4.6 Access. To the extent permitted by this Agreement, the Concessionaire has the right of free access, ingress to and egress from the LeasedPremisesand parking areas for the Concessionaire's employees, agents, guests, patrons and invitees. 4.7 Occupancy of Leased Premise. 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. A. The Concessionaire accepts all premises "as is" and agrees to perform all needed maintenance at its sole cost, except that the City shall perform all repairs to the structure of and all mechanical systems in the Terminal Building. B. It is understood and agreed that the Concessionaire is to make no material removals, additions or alterations to the Leased Premises without the prior written approval of the City 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. C. All construction and improvements including plans, proposal, materials colors of materials, and designs shall be submitted to the City, and the Concessionaire shall not commence the construction of any improvements 5 CITY OF CORPUS CHRISTI CORPUS CHRISTI, TEXAS on the Leased Premises without the prior written approval of the City as determined by the Director of Aviation. D. The Concessionaire shall maintain in good repair and in neat and clean condition all improvements, construction or furniture, furnishings or equipment placed on the Leased Premises or the Automotive Service Facility. The Concessionaire shall be responsible for the care of the Leases 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. 4.8 Maintenance and Use of Premises. Concessionaire shall at all times maintain its Leased Premises in a neat, orderly, sanitary and presentable condition and provide its own janitor service. Leased Premises shall be free from all danger of fire and personal injury and Concessionaire shall refrain from activities which may destroy or damage the Leased Premises. No flammable material shall be stored, nor will the Leased Premises be used for any purpose which will increase the rate of insurance thereon. At the end of the term, the Concessionaire agrees to deliver the Leased Premises to the City in the same condition as when rented, normal wear and tear excepted. No sign or advertisement of the Concessionaire or others shall be affixed, kept or distributed on any part of the Leased Premises unless such color, size, substance, style, material and method of attachment shall be first approved by the Director of Aviation. The City reserves the right to remove, without notice to the Concessionaire, all signs or advertisements not having prior approval. The Concessionaire shall not permit any unlawful practice to be committed on its Concession Premises nor to make or permit any use of the same for any purpose not herein authorized. The Concessionaire shall not use or permit the use of said Concession Premises in any way which will disturb other tenants or Concessionaires at said Airport. The Concessionaire shall not interfere or permit to be done anything which may interfere with the effectiveness or accessibility of the utility, heating, ventilating or air conditioning system, or portions thereof, on the Leased Premises or elsewhere in said Airport, nor do or permit to be done anything which may interfere with free access and passage in the Leased Premises or the public areas adjacent thereto, or in the street or sidewalks adjoining such premises at said Airport, or hinder police, fire fighting, or other emergency personnel in the discharge of 6 CITY OF CORPUS CHRISTI CORPUS CHRISTI, TEXAS 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. 4.9 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 10 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 11 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. 7 CITY OF CORPUS CHRISTI CORPUS CHRISTI, TEXAS 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. 4.12 Surrender of Concession Premises. The Concessionaire covenants and agrees that at the expiration of this Agreement or at the earlier termination thereof, it will quit and surrender the Concession Premises and the improvements in good state and condition, reasonable wear and tear, acts of God and other casualties excepted, and the City shall have the right to take possession of the Concession Premises and the improvements with or without process of law. v CONCESSION FEE, RENTS, AND REPORTS 5.1 Definition of Gross Revenues. "Gross Revenues" as used herein shall be defined as all receipts cash or credit from all sources applicable to operation of Concessionaire's rental services originating on the Concession Premises save and except the following items: A. Sums recovered from insurance or otherwise for damage to automobiles or other property; B. Any tax levied by any competent governmental authority and separately stated and collected from Concessionaire's customers. No deductions from "Gross Revenues" shall be allowed from taxes levied on Concession activities, equipment, or real or personal property of Concessionaire; C. Any amounts paid by customers of Concessionaire as additional charges for wavier by Concessionaire of its rights to recover from customer for damages to the vehicle rented; D. Any charges collected from customers for refueling an automobile rented pursuant to a rental agreement under which the customer is obligated to return the automobile with the same amount of fuel furnished upon rental; E. Sums recovered for intercity fees or drop charges; F. Proceeds from sale of automobiles; or G. Any local or national discounts to customers. 8 CITY OF CORPUS CHRISTI CORPUS CHRISTI, TEXAS 5.2 Concession Fee. Concessionaire shall on a monthly basis pay to the City the greater of either 1.) the minimum monthly guaranteed Concession fee, as it may increase over the life of the contract or 2.) ten (10%) percent of the Concessionaire's Monthly Gross Revenue over the life of the contract. Minimum monthly fee for: Year 1) $ 9,000 Year 2) $ 9,000 Year 3) $ 9,000 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. 5.4 Reports and Statements. Concessionaire shall submit a monthly report of 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 (60) 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 not later than ninety (90) days from the date of transaction. Credit allowed Concessionaire under this provision shall be only on the same basis as payments to the City as defined under Section 5.1 of this Agreement. Adequate proof of chargebacks must be furnished for all credit claimed. 5.5 Terminal Space Rental Payments. The Concessionaire agrees to pay the City, monthly in advance on or before the tenth (10th) 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 currently is $21.47 per square foot per year for office space. At such time as the air carrier tenants rates are adjusted this Agreement will automatically 9 CITY OF CORPUS CHRISTI CORPUS CHRISTI, TEXAS be adjusted to the same rental rate. If the rate increase occurs during the Agreement year the rent will be pro -rated. 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 4.2 and 4.3. The licensing rate therefor shall be Fifteen Dollars ($15.00) 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 (10th) day of the month for which rent is due, $0.12 per square foot per year, divided into twelve (12) equal monthly payments. The land rental rate may be increased by the City upon thirty (30) days written notice to Concessionaire. The land rental rate increase shall not exceed $0.10 per square foot per year. 5.8 Adjustment of Rental Rate. The rental rate under 5.6 and 5.7 above will be reviewed every 3 years on Agreement anniversary date for adjustment. 5.9 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. 5.10 Service Charge. All unpaid fees due the City shall bear a service charge of one and one-half (1.5%) percent per month if same are not paid and received by the City by the 30th 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 shall furnish prior to commencement date of the term of the Agreement a letter of credit, certificate of deposit, or performance bond in the principal amount of the highest three(s) months worth of minimum guaranteed concession fee rounded to the nearest one thousand dollars. This letter of credit, certificate of deposit, or bond shall guarantee the payment 10 CITY OF CORPUS CHRISTI CORPUS CHRISTI, TEXAS of the concession fee, rent, and Concessionaire's other obligations to pay as provided herein. A letter of credit or bond shall be in a form agreeable to the City and shall be kept in full force and effect during the term hereof. A certificate of deposit shall be endorsed to and held by the City, and shall be in full force and effect during the term hereof. Concessionaire shall receive all interest income from any such certificate of deposit. 5.11 Underground Storage Tank Deposit. Concessionaire shall furnish prior to commencement date of this Agreement a letter of credit, certificate of deposit or payment bond in the amount of $10,000 for each different underground storage tank site located at its Automotive Service Facility. If all underground storage tanks are closely grouped together that shall be one site, if some tanks are located more than 50 feet from other tanks, without other tanks in between, that shall be considered multiple sites, requiring multiple deposits. The letter of credit, certificate of deposit or payment bond shall remain in full force and effect during the term of this Agreement. A letter of credit or bond shall be in a form acceptable to City. A certificate of deposit shall be endorsed to and held by City. Concessionaire shall receive all interest income from any such certificate of deposit. 5.12 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. 5.13 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. 5.14 Temporary Reduction of Minimum Monthly Guaranteed Concession Fees. In the event that one of the following conditions exists during the term of the Agreement, the minimum monthly guaranteed concession fee provided for may be 11 CITY OF CORPUS CHRISTI CORPUS CHRISTI, TEXAS 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 thirty percent (30%) for a period thirty (30) 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 (30) or more consecutive days shall be less than seventy percent (70%) of the number of such deplaning passengers in the same month during the preceding calendar year; 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. 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 12 CITY OF CORPUS CHRISTI CORPUS CHRISTI, TEXAS following: A. The Concessionaire shall be open for and shall conduct business and furnish services seven (7) days a week for all regularly scheduled airline flights at the Concession Premises. 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 13 CITY OF CORPUS CHRISTI CORPUS CHRISTI, TEXAS 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. 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 14 CITY OF CORPUS CHRISTI CORPUS CHRISTI, TEXAS 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 ($200,000.) for 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 lease term, such increases, if any, will be limited to ten (10%) percent of the rate in effect at the time of the increase. 7.3 Hazard Insurance. Concessionaire at its expense shall carry hazard insurance in the minimum amount of eighty (80%) percent of fair market value of the improvements of the Automobile Service Facility as shown on Exhibit C. 7.4 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 canceled by the insured or insurer during its term without first giving thirty days written notice to the City. 15 CITY OF CORPUS CHRISTI CORPUS CHRISTI, TEXAS 7.5 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 (30) 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 canceled or reduced, the Concessionaire shall, within fifteen (15) days after the date of such written notice from the insurer of such cancellation or reduction of coverage, file with the City a certificate showing that the required insurance has been reinstated or provided through another insurance company or companies. Copies of all insurance policies shall be promptly provided to the City upon City's written request. 7.6 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. 7.7 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 (8%) per annum. 7.8 Indemnification. Concessionaire agrees it will indemnify and hold and save City harmless of, from and against all claims, demands, actions, damages, loss, cost, liabilities, expenses and judgment recovered from or asserted against City on account of injury or damage to person or property to the extent that any such damage or injury may be incident to, arise out of, or be caused, either proximately or remotely, wholly or in part, by an act, omission, negligence or misconduct on the part of Concessionaire or any of its agents, servants, employees, contractors, patrons, guests, licensees or invitees, or when any such injury or damage is the result, proximate or remote, of the occupancy or use by Concessionaire, its agents, servants, employees, contractors, patrons, guests, licensees or invitees of the Leased Premises pursuant to the activities contemplated by this Rent-A-Car Concession Agreement, regardless of whether the City is solely negligent, 16 CITY OF CORPUS CHRISTI CORPUS CHRISTI, TEXAS contributorily or concurrently negligent. Concessionaire covenants and agrees that in case City shall be made a party to any litigation against Concessionaire or in any litigation commenced by any party other than relating to this Agreement or to the Leased Premises, then Concessionaire shall and will pay all costs and expenses, including reasonable attorney's fees and court costs, incurred by or imposed upon City by virtue of any such litigation. These terms of indemnification shall be effective unless such damage or injury may result from gross negligence or willful misconduct of City. VIII AUTOMOTIVE SERVICE FACILITY 8.1 Location. Concessionaire shall maintain the Automotive Service Facility at the Airport on Lot(s) 3 & 3A as shown on Exhibit C. 8.2 Utilities. Concessionaire shall pay all charges for water, gas, electric power, and sewage service consumed on Lot(s) 3 & 3A during the term of this Agreement, at regularly established rates. 8.3 Use. Lot(s) 3 & 3A shall be used solely for the maintenance, service, and storage of Concessionaire's vehicles, and neither Concessionaire nor any of its agent 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(s) 3 & 3A and all property, excluding trade fixtures, which is so attached to any Fixed Improvements on lot(s) 3 & 3A that same may not be removed without material injury to Lot(s) 3 & 3A or the Fixed Improvements to which same shall be attached. Title to said Fixed Improvements shall during the term of this Agreement be in Concessionaire. Upon expiration of this Agreement Concessionaire shall have thirty (30) days after written notice from the City to remove said Fixed Improvements and repair any damage to the Premises caused by such removal at its expense. If said Fixed Improvements are not removed within the thirty (30) days, title shall vest in the City. Should Concessionaire terminate this Agreement without the consent of the City prior to its expiration, title to said Fixed Improvements shall immediately vest in the City. 17 CITY OF CORPUS CHRISTI CORPUS CHRISTI, TEXAS 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(s) 3 & 3A whether or not such machinery or equipment is bolt or otherwise attached to said Premises; and all other miscellaneous equipment installed in or placed on or about the Automotive Service Facility and used in connection with Concessionaire's business therein. Title to all Trade Fixtures shall be and remain in Concessionaire, and may be removed by Concessionaire within thirty (30) days after written notice by the City after expiration or termination of this Agreement. Concessionaire shall, at its own expense, repair any damage to the Premises caused by such removal. 8.6 Maintenance. Concessionaire shall at all times maintain the Automotive Service Facility in a neat, orderly, sanitary, and presentable condition and provide its own janitor service. The Automotive Facility shall be free from all danger of fire and personal injury and Concessionaire shall refrain from activities which may destroy or damage same. Concessionaire shall properly dispose of all waste oil, hazardous materials, if any, and used tires off the Leased Premises. Concessionaire shall be required to maintain quarterly reports on how much waste oil, hazardous materials - with type and volume specifically identified, if any, and how many used tires have been disposed of, method of disposal, name and location of place where disposal occurred, on the form attached hereto as Exhibit D, as same may be amended from time to time. 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 assignee of an 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 18 CITY OF CORPUS CHRISTI CORPUS CHRISTI, TEXAS 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 Funds. In the event that the Federal, State, or Local Government requires, as a condition precedent to provision of funds for the improvement of the 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 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 or Concessionaire hereunder shall be in writing and shall be sent by certified mail, return receipt requested, to: Director of Aviation Corpus Christi International Airport 1000 International Drive Corpus Christi, Texas 78406 Concessionaire: Phil W. Ridgeway, Jr. Title: President Address: 335 Pinson Drive City: Corpus Christi, Tx 78403 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 executed by duly authorized representatives of all the parties hereto. 9.9 Force Majeure. Neither the City nor Concessionaire shall be 19 CITY OF CORPUS CHRISTI CORPUS CHRISTI, TEXAS deemed in violation of this Agreement should it be prevented from performing any of the obligations hereunder by reason of 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 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 covenants, and conditions hereof to be performed, observed by the other party shall be construed as operate as, a waiver of any subsequent default of terms, covenants, or conditions herein contained, 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 terms, kept and , or any of the to be 20 CITY OF CORPUS CHRISTI CORPUS CHRISTI, TEXAS any determinations with respect to the performance of the Agreement. In the event this Agreement were to be canceled 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 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 representations or 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. Signed this day of , 1991. ATTEST: CITY OF CORPUS CHRISTI: BY BY Armando Chapa, City Secretary Approved r , 1991 by James R. Bray, City Attorney BY, �.(l%:c ,:1�t.�7I,C Assistant City Attorney Juan Garza, City Manager CONCESSIONAIRE: National Car Rental of Co11> m Christi, Inc. / (( LL//C el . it BY Name: Title: 21 /10 17 n O 23 c to --t •m 23 D 0 D r D O 23 n D 23 n D 0 m Z 0 --C W 0 0 -I S N WIVIO 3DVOOV8 D 23 m D 0 4 M ¢I -4JtoISI n r R R cr 0 n a n P' rt !n rt 9 a 4 0- 0 n 4 0 Y 0 0 t� cr J 0 ott -0 N N t t£ HI!LLJJJ 94 I4 I$} I tipII4s ISI C9 r r r r r 0 0 0 0 0 ---I-I—I--I —I w u) 1 1 1 1 1 SofoR. c O UtWN *÷ > y��D - owe zx o4 o c < w m E- a H- rt N .�t�S� 1--,w in ?-rt-N (D O N N rt Z7 G 1 w 7J 7c1 Z7 y r I I 54 > > n0 z 1 1 I n nn r 0 INTERNATIONAL DRIVE Eli lf CITY OF CORPUS CHRISTI CORPUS CHRISTI, TEXAS Month: Name: Title: EXHIBIT D Waste Oil: Volume Method of disposal Name and location of place of disposal Used Tires: Volume Method of disposal Name and location of place of disposal Hazardous materials, if any: Type Volume Method of disposal Name and location of placed disposal I (Name) (Title) of Company do hereby certify that the above (Rent-A-Car) information is true and correct and I am in a position of authority to have such knowledge. PITY OF CORPUS CHRISTI CORPUS CHRISTI, TEXAS DOLLAR SYSTEM, INC. dba Dollar Rent-A-Car RENT -A -CAR CONCESSION AGREEMENT I The Concession Premises are 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 yent- 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 the commercial building site for use as an Automotive Service Facility as shown on Exhibit C, attached hereto and made a part hereof for all purposes. This Concession shall provide passenger automobile rental services for proper accommodation of passengers arriving at and departing from the Concession Premises at Corpus Christi International Airport, 1000 International Drive, Corpus Christi, Texas, and shall be in accordance with the terms and conditions stipulated herein. II TERM OF AGREEMENT The term of this Agreement shall be for a period of three (3) years commencing sixty (60) days after final approval by the City Council. Upon expiration of the original term, Concessionaire shall be allowed to hold over for such period as may be necessary to re -let bids. Such holdover period shall be on a month-to-month basis under the same terms and conditions of the expired lease. Fees to be paid City during such holdover period shall be based on the third (3rd) year concession fee rate as set forth hereinafter. 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: CITY OF CORPUS CHRISTI CORPUS CHRISTI, TEXAS A. Nonpayment: If the rentals, fees, charges or other money payments which the Concessionaire herein agrees to pay, or any part thereof, shall be unpaid after the date that same shall become due; B. Insolvency Proceedings: If, during the term of this Agreement, the Concessionaire shall: 1. Apply for, or consent to the appointment of a receiver, trustee or liquidator of all or a substantial part of its assets; 2. File a voluntary petition in bankruptcy, or admit in writing its inability to pay its debts as they come due; 3. Make a general assignment for the benefit of creditors; 4. File a petition or an answer seeking reorganization or arrangement with creditors, or to take advantage of an insolvency law; or 5. File an answer admitting the material allegations of a petition filed in bankruptcy, reorganization or insolvency proceedings; or if during the term of this Agreement an order, judgment or decree shall be entered by any court of competent jurisdiction, on the application of a creditor adjudicating Concessionaire as bankrupt or insolvent, or approving a petition seeking a reorganization of Concessionaire, and such order, judgment or decree shall continue unstayed and in effect for any period of ninety (90) consecutive days. 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 3.1, 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: 2 CITY OF CORPUS CHRISTI CORPUS CHRISTI, TEXAS 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 (30) 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 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 (60) days. 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 (45) 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 can be cured within such forty-five (45) days and if the City corrects same as promptly as reasonable practicable. 3 CITY OF CORPUS CHRISTI CORPUS CHRISTI, TEXAS 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 (60) 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 (1st) 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 (12) 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 (12) 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 and the Concessionaire leases space in the ready rent -a -car canopy illustrated in Exhibit Space"). City leases to Concessionaire, from the City, one parking parking lot area under the B (herein called "Canopy 4.4 Relocation of Ready Space and Canopy Space. The City reserves the right to relocate said ready space and canopy space 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. During the term of this Agreement contract traffic projections indicate the possible need to extend the bag claim area; which will require removal of a portion of the "Ready Car" area. In this event the spaces continuing in use will be distributed on the basis of percent of 4 CITY OF CORPUS CHRISTI CORPUS CHRISTI, TEXAS business at Corpus Christi International Airport. 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 may be required to pay a monthly rate of up to $15.00. 4 5 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 facility 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. 4.6 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. 4.7 Occupancy of Leased Premise. 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. A. The Concessionaire accepts all premises "as is" and agrees to perform all needed maintenance at its sole cost, except that the City shall perform all repairs to the structure of and all mechanical systems in the Terminal Building. B. It is understood and agreed that the Concessionaire is to make no material removals, additions or alterations to the Leased Premises without the prior written approval of tha 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. C. All construction and improvements including plans, proposal, materials colors of materials, and designs shall be submitted to the City, and the Concessionaire shall not commence the construction of any improvements 5 CITY OF CORPUS CHRISTI CORPUS CHRISTI, TEXAS on the Leased Premises without the prior written approval of the City as determined by the Director of Aviation. D. The Concessionaire shall maintain in good repair and in neat and clean condition all improvements, construction or furniture, furnishings or equipment placed on the Leased Premises or the Automotive Service Facility. The Concessionaire shall be responsible for the care of the Leases 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. 4.8 Maintenance and Use of Premises. Concessionaire shall at all times maintain its Leased Premises in a neat, orderly, sanitary and presentable condition and provide its own janitor service. Leased Premises shall be free from all danger of fire and personal injury and Concessionaire shall refrain from activities which may destroy or damage the Leased Premises. No flammable material shall be stored, nor will the Leased Premises be used for any purpose which will increase the rate of insurance thereon. At the end of the term, the Concessionaire agrees to deliver the Leased Premises to the City in the same condition as when rented, normal wear and tear excepted. No sign or advertisement of the Concessionaire or others shall be affixed, kept or distributed on any part of the Leased Premises unless such color, size, substance, style, material and method of attachment shall be first approved by the Director of Aviation. The City reserves the right to remove, without notice to the Concessionaire, all signs or advertisements not having prior approval. The Concessionaire shall not permit any unlawful practice to be committed on its Concession Premises nor to make or permit any use of the same for any purpose not herein authorized. The Concessionaire shall not use or permit the use of said Concession Premises in any way which will disturb other tenants or Concessionaires at said Airport. The Concessionaire shall not interfere or permit to be done anything which may interfere with the effectiveness or accessibility of the utility, heating, ventilating or air conditioning system, or portions thereof, on the Leased Premises or elsewhere in said Airport, nor do or permit to be done anything which may interfere with free access and passage in the Leased Premises or the public areas adjacent thereto, or in the street or sidewalks adjoining such premises at said Airport, or hinder police, fire fighting, or other emergency personnel in the discharge of 6 CITY OF CORPUS CHRISTI CORPUS CHRISTI, TEXAS 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 9 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. 4.10 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. 4.11 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. 7 CITY OF CORPUS CHRISTI CORPUS CHRISTI, TEXAS 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 12 Surrender of Concession Premises. The Concessionaire covenants and agrees that at the expiration of this Agreement or at the earlier termination thereof, it will quit and surrender the Concession Premises and the improvements in good state and condition, reasonable wear and tear, acts of God and other casualties excepted, and the City shall have the right to take possession of the Concession Premises and the improvements with or without process of law. V CONCESSION FEE, RENTS, AND REPORTS 5.1 Definition of Gross Revenues. "Gross Revenues" as used herein shall be defined as all receipts cash or credit from all sources applicable to operation of Concessionaire's rental services originating on the Concession Premises save and except the following items: A. Sums recovered from insurance or otherwise for damage to automobiles or other property; B. Any tax levied by any competent governmental authority and separately stated and collected from Concessionaire's customers. No deductions from "Gross Revenues" shall be allowed from taxes levied on Concession activities, equipment, or real or personal property of Concessionaire; C. Any amounts paid by customers of Concessionaire as additional charges for wavier by Concessionaire of its rights to recover from customer for damages to the vehicle rented; D. Any charges collected from customers for refueling an automobile rented pursuant to a rental agreement under which the customer is obligated to return the automobile with the same amount of fuel furnished upon rental; E. Sums recovered for intercity fees or drop charges; F. Proceeds from sale of automobiles; or G. Any local or national discounts to customers. 8 CITY OF CORPUS CHRISTI CORPUS CHRISTI, TEXAS 5.2 Concession Fee. Concessionaire shall on a monthly basis pay to the City the greater of either 1.) the minimum monthly guaranteed Concession fee, as it may increase over the life of the contract or 2.) ten (10%) percent of the Concessionaire's Monthly Gross Revenue over the life of the contract. Minimum monthly fee for: Year 1) $ 7,666 Year 2) $ 8,500 Year 3) $ 9,333 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. 5.4 Reports and Statements. Concessionaire shall submit a monthly report of 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 (60) 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 not later than ninety (90) days from the date of transaction. Credit allowed Concessionaire under this provision shall be only on the same basis as payments to the City as defined under Section 5.1 of this Agreement. Adequate proof of chargebacks must be furnished for all credit claimed. 5.5 Terminal Space Rental Payments. The Concessionaire agrees to pay the City, monthly in advance on or before the tenth (10th) 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 currently is $21.47 per square foot per year for office space. At such time as the air carrier tenants rates are adjusted this Agreement will automatically 9 CITY OF CORPUS CHRISTI CORPUS CHRISTI, TEXAS be adjusted to the same rental rate. If the rate increase occurs during the Agreement year the rent will be pro -rated. 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 4.2 and 4.3. The licensing rate therefor shall be Fifteen Dollars ($15.00) 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 (10th) day of the month for which rent is due, $0.12 per square foot per year, divided into twelve (12) equal monthly payments. The land rental rate may be increased by the City upon thirty (30) days written notice to Concessionaire. The land rental rate increase shall not exceed $0.10 per square foot per year. 5.8 Adjustment of Rental Rate. The rental rate under 5.6 and 5.7 above will be reviewed every 3 years on Agreement anniversary date for adjustment. 5.9 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. 5.10 Service Charge. All unpaid fees due the City shall bear a service charge of one and one-half (1.5%) percent per month if same are not paid and received by the City by the 30th 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 shall furnish prior to commencement date of the term of the Agreement a letter of credit, certificate of deposit, or performance bond in the principal amount of the highest three(s) months worth of minimum guaranteed concession fee rounded to the nearest one thousand dollars. This letter of credit, certificate of deposit, or bond shall guarantee the payment 10 CITY OF CORPUS CHRISTI CORPUS CHRISTI, TEXAS of the concession fee, rent, and Concessionaire's other obligations to pay as provided herein. A letter of credit or bond shall be in a form agreeable to the City and shall be kept in full force and effect during the term hereof. A certificate of deposit shall be endorsed to and held by the City, and shall be in full force and effect during the term hereof. Concessionaire shall receive all interest income from any such certificate of deposit. 5.11 Underground Storage Tank Deposit. Concessionaire shall furnish prior to commencement date of this Agreement a letter of credit, certificate of deposit or payment bond in the amount of $10,000 for each different underground storage tank site located at its Automotive Service Facility. If all underground storage tanks are closely grouped together that shall be one site, if some tanks are located more than 50 feet from other tanks, without other tanks in between, that shall be considered multiple sites, requiring multiple deposits. The letter of credit, certificate of deposit or payment bond shall remain in full force and effect during the term of this Agreement. A letter of credit or bond shall be in a form acceptable to City. A certificate of deposit shall be endorsed to and held by City. Concessionaire shall receive all interest income from any such certificate of deposit. 5.12 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. 5.13 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. 5.14 Temporary Reduction of Minimum Monthly Guaranteed Concession Fees. In the event that one of the following conditions exists during the term of the Agreement, the minimum monthly guaranteed concession fee provided for may be 11 CITY OF CORPUS CHRISTI CORPUS CHRISTI, TEXAS 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 thirty percent (30%) for a period thirty (30) 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 (30) or more consecutive days shall be less than seventy percent (70%) of the number of such deplaning passengers in the same month during the preceding calendar year; 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. 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 12 CITY OF CORPUS CHRISTI CORPUS CHRISTI, TEXAS following: A. The Concessionaire shall be open for and shall conduct business and furnish services seven (7) days a week for all regularly scheduled airline flights at the Concession Premises. 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 13 CITY OF CORPUS CHRISTI CORPUS CHRISTI, TEXAS 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. 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 14 CITY OF CORPUS CHRISTI CORPUS CHRISTI, TEXAS 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 ($200,000.) for 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 lease term, such increases, if any, will be limited to ten (10%) percent of the rate in effect at the time of the increase. 7.3 Hazard Insurance. Concessionaire at its expense shall carry hazard insurance in the minimum amount of eighty (80%) percent of fair market value of the improvements of the Automobile Service Facility as shown on Exhibit C. 7.4 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 canceled by the insured or insurer during its term without first giving thirty days written notice to the City. 15 CITY OF CORPUS CHRISTI CORPUS CHRISTI, TEXAS 7.5 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 (30) 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 canceled or reduced, the Concessionaire shall, within fifteen (15) days after the date of such written notice from the insurer of such cancellation or reduction of coverage, file with the City a certificate showing that the required insurance has been reinstated or provided through another insurance company or companies. Copies of all insurance policies shall be promptly provided to the City upon City's written request. 7.6 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. 7.7 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 (8%) per annum. 7.8 Indemnification. Concessionaire agrees it will indemnify and hold and save City harmless of, from and against all claims, demands, actions, damages, loss, cost, liabilities, expenses and judgment recovered from or asserted against City on account of injury or damage to person or property to the extent that any such damage or injury may be incident to, arise out of, or be caused, either proximately or remotely, wholly or in part, by an act, omission, negligence or misconduct on the part of Concessionaire or any of its agents, servants, employees, contractors, patrons, guests, licensees or invitees, or when any such injury or damage is the result, proximate or remote, of the occupancy or use by Concessionaire, its agents, servants, employees, contractors, patrons, guests, licensees or invitees of the Leased Premises pursuant to the activities contemplated by this Rent-A-Car Concession Agreement, regardless of whether the City is solely negligent, 16 CITY OF CORPUS CHRISTI CORPUS CHRISTI, TEXAS contributorily or concurrently negligent. Concessionaire covenants and agrees that in case City shall be made a party to any litigation against Concessionaire or in any litigation commenced by any party other than relating to this Agreement or to the Leased Premises, then Concessionaire shall and will pay all costs and expenses, including reasonable attorney's fees and court costs, incurred by or imposed upon City by virtue of any such litigation. These terms of indemnification shall be effective unless such damage or injury may result from gross negligence or willful misconduct of City. VIII AUTOMOTIVE SERVICE FACILITY 8.1 Location. Concessionaire shall maintain the Automotive Service Facility at the Airport on Lot(s) 7 as shown on Exhibit C. 8.2 Utilities. Concessionaire shall pay all charges for water, gas, electric power, and sewage service consumed on Lot(s) 7 during the term of this Agreement, at regularly established rates. 8.3 Use. Lot(s) 7 shall be used solely for the maintenance, service, and storage of Concessionaire's vehicles, and neither Concessionaire nor any of its agent 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(s) 7 and all property, excluding trade fixtures, which is so attached to any Fixed Improvements on lot(s) 7 that same may not be removed without material injury to Lot(s) 7 or the Fixed Improvements to which same shall be attached. Title to said Fixed Improvements shall during the term of this Agreement be in Concessionaire. Upon expiration of this Agreement Concessionaire shall have thirty (30) days after written notice from the City to remove said Fixed Improvements and repair any damage to the Premises caused by such removal at its expense. If said Fixed Improvements are not removed within the thirty (30) days, title shall vest in the City. Should Concessionaire terminate this Agreement without the consent of the City prior to its expiration, title to said Fixed Improvements shall immediately vest in the City. 17 CITY OF CORPUS CHRISTI CORPUS CHRISTI, TEXAS 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(s) 7 whether or not such machinery or equipment is bolt or otherwise attached to said Premises; and all other miscellaneous equipment installed in or placed on or about the Automotive Service Facility and used in connection with Concessionaire's business therein. Title to all Trade Fixtures shall be and remain in Concessionaire, and may be removed by Concessionaire within thirty (30) days after written notice by the City after expiration or termination of this Agreement. Concessionaire shall, at its own expense, repair any damage to the Premises caused by such removal. 8 6 Maintenance. Concessionaire shall at all times maintain the Automotive Service Facility in a neat, orderly, sanitary, and presentable condition and provide its own janitor service. The Automotive Facility shall be free from all danger of fire and personal injury and Concessionaire shall refrain from activities which may destroy or damage same. Concessionaire shall properly dispose of all waste oil, hazardous materials, if any, and used tires off the Leased Premises. Concessionaire shall be required to maintain quarterly reports on how much waste oil, hazardous materials - with type and volume specifically identified, if any, and how many used tires have been disposed of, method of disposal, name and location of place where disposal occurred, on the form attached hereto as Exhibit D, as same may be amended from time to time. 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 assignee of an 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 18 CITY OF CORPUS CHRISTI CORPUS CHRISTI, TEXAS 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 Funds. In the event that the Federal, State, or Local Government requires, as a condition precedent to provision of funds for the improvement of the 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 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 or Concessionaire hereunder shall be in writing and shall be sent by certified mail, return receipt requested, to: Director of Aviation Corpus Christi International Airport 1000 International Drive Corpus Christi, Texas 78406 Concessionaire: Craig W. Crawford Title: Vice President Address: 6141 W.Century Blvd. City: Los Angles, CA 90045 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 executed by duly authorized representatives of all the parties hereto. 9.9 Force Majeure. Neither the City nor Concessionaire shall be 19 CITY OF CORPUS CHRISTI CORPUS CHRISTI, TEXAS deemed in violation of this Agreement should it be prevented from performing any of the obligations hereunder by reason of 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 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 covenants, and conditions hereof to be performed, observed by the other party shall be construed as operate as, a waiver of any subsequent default of terms, covenants, or conditions herein contained, performed, kept and observed by the other party. any terms, kept and , or any of the to be 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 20 CITY OF CORPUS CHRISTI CORPUS CHRISTI, TEXAS any determinations with respect to the performance of the Agreement. In the event this Agreement were to be canceled 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 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 representations or 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. Signed this day of , 1991. ATTEST: CITY OF CORPUS CHRISTI: BY BY Armando Chapa, City Secretary Juan Garza, City Manager Approved --lit, , 1991 by James R. Bray, City Attorney BY7,r ,t_cl CONCESSIONAIRE: Assistant City Attorney Dollar System, Inc. dba Doll. nt/-A\-Car //n BY ��/. v� � I Name: (/ (1A/J 3. 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This Concession shall provide passenger automobile rental services for proper accommodation of passengers arriving at and departing from the Concession Premises at Corpus Christi International Airport, 1000 International Drive, Corpus Christi, Texas, and shall be in accordance with the terms and conditions stipulated herein. II TERM OF AGREEMENT The term of this Agreement shall be for a period of three (3) years commencing sixty (60) days after final approval by the City Council. Upon expiration of the original term, Concessionaire shall be allowed to hold over for such period as may be necessary to re -let bids. Such holdover period shall be on a month-to-month basis under the same terms and conditions of the expired lease. Fees to be paid City during such holdover period shall be based on the third (3rd) year concession fee rate as set forth hereinafter. 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: CITY OF CORPUS CHRISTI CORPUS CHRISTI, TEXAS A. Nonpayment: If the rentals, fees, charges or other money payments which the Concessionaire herein agrees to pay, or any part thereof, shall be unpaid after the date that same shall become due; B. Insolvency Proceedings: If, during the term of this Agreement, the Concessionaire shall: 1. Apply for, or consent to the appointment of a receiver, trustee or liquidator of all or a substantial part of its assets; 2. File a voluntary petition in bankruptcy, or admit in writing its inability to pay its debts as they come due; 3. Make a general assignment for the benefit of creditors; 4. File a petition or an answer seeking reorganization or arrangement with creditors, or to take advantage of an insolvency law; or 5. File an answer admitting the material allegations of a petition filed in bankruptcy, reorganization or insolvency proceedings; or if during the term of this Agreement an order, judgment or decree shall be entered by any court of competent jurisdiction, on the application of a creditor adjudicating Concessionaire as bankrupt or insolvent, or approving a petition seeking a reorganization of Concessionaire, and such order, judgment or decree shall continue unstayed and in effect for any period of ninety (90) consecutive days. 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 3.1, 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: 2 CITY OF CORPUS CHRISTI CORPUS CHRISTI, TEXAS 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 (30) 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 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 (60) days. 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 (45) 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 can be cured within such forty-five (45) days and if the City corrects same as promptly as reasonable practicable. 3 IITY OF CORPUS CHRISTI CORPUS CHRISTI, TEXAS 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 (60) 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 (1st) 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 (12) 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 (12) 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 and the Concessionaire leases space in the ready rent -a -car canopy illustrated in Exhibit Space"). City leases to Concessionaire, from the City, one parking parking lot area under the B (herein called "Canopy 4.4 Relocation of Ready Space and Canopy Space. The City reserves the right to relocate said ready space and canopy space 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. During -the term of this Agreement contract traffic projections indicate the possible need to extend the bag claim area; which will require removal of a portion of the "Ready Car" area. In this event the spaces continuing in use will be distributed on the basis of percent of 4 CITY OF CORPUS CHRISTI CORPUS CHRISTI, TEXAS business at Corpus Christi International Airport. 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 may be required to pay a monthly rate of up to $15.00. 4 5 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 facility 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. 4.6 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. 4.7 Occupancy of Leased Premise. 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. A. The Concessionaire accepts all premises "as is" and agrees to perform all needed maintenance at its sole cost, except that the City shall perform all repairs to the structure of and all mechanical systems in the Terminal Building. B. It is understood and agreed that the Concessionaire is to make no material removals, additions or alterations to the Leased Premises without the prior written approval of the City 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. C. All construction and improvements including plans, proposal, materials colors of materials, and designs shall be submitted to the City, and the Concessionaire shall not commence the construction of any improvements 5 CITY OF CORPUS CHRISTI CORPUS CHRISTI, TEXAS on the Leased Premises without the prior written approval of the City as determined by the Director of Aviation. D. The Concessionaire shall maintain in good repair and in neat and clean condition all improvements, construction or furniture, furnishings or equipment placed on the Leased Premises or the Automotive Service Facility. The Concessionaire shall be responsible for the care of the Leases 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. 4.8 Maintenance and Use of Premises. Concessionaire shall at all times maintain its Leased Premises in a neat, orderly, sanitary and presentable condition and provide its own janitor service. Leased Premises shall be free from all danger of fire and personal injury and Concessionaire shall refrain from activities which may destroy or damage the Leased Premises. No flammable material shall be stored, nor will the Leased Premises be used for any purpose which will increase the rate of insurance thereon. At the end of the term, the Concessionaire agrees to deliver the Leased Premises to the City in the same condition as when rented, normal wear and tear excepted. No sign or advertisement of the Concessionaire or others shall be affixed, kept or distributed on any part of the Leased Premises unless such color, size, substance, style, material and method of attachment shall be first approved by the Director of Aviation. The City reserves the right to remove, without notice to the Concessionaire, all signs or advertisements not having prior approval. The Concessionaire shall not permit any unlawful practice to be committed on its Concession Premises nor to make or permit any use of the same for any purpose not herein authorized. The Concessionaire shall not use or permit the use of said Concession Premises in any way which will disturb other tenants or Concessionaires at said Airport. The Concessionaire shall not interfere or permit to be done anything which may interfere with the effectiveness or accessibility of the utility, heating, ventilating or air conditioning system, or portions thereof, on the Leased Premises or elsewhere in said Airport, nor do or permit to be done anything which may interfere with free access and passage in the Leased Premises or the public areas adjacent thereto, or in the street or sidewalks adjoining such premises at said Airport, or hinder police, fire fighting, or other emergency personnel in the discharge of 6 CITY OF CORPUS CHRISTI CORPUS CHRISTI, TEXAS 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. 4.9 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. 4.10 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. 4.11 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. 7 CITY OF CORPUS CHRISTI CORPUS CHRISTI, TEXAS 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 12 Surrender of Concession Premises. The Concessionaire covenants and agrees that at the expiration of this Agreement or at the earlier termination thereof, it will quit and surrender the Concession Premises and the improvements in good state and condition, reasonable wear and tear, acts of God and other casualties excepted, and the City shall have the right to take possession of the Concession Premises and the improvements with or without process of law. v CONCESSION FEE, RENTS, AND REPORTS 5.1 Definition of Gross Revenues. "Gross Revenues" as used herein shall be defined as all receipts cash or credit from all sources applicable to operation of Concessionaire's rental services originating on the Concession Premises save and except the following items: A. Sums recovered from insurance or otherwise for damage to automobiles or other property; B. Any tax levied by any competent governmental authority and separately stated and collected from Concessionaire's customers. No deductions from "Gross Revenues" shall be allowed from taxes levied on Concession activities, equipment, or real or personal property of Concessionaire; C. Any amounts paid by customers of Concessionaire as additional charges for wavier by Concessionaire of its rights to recover from customer for damages to the vehicle rented; D. Any charges collected from customers for refueling an automobile rented pursuant to a rental agreement under which the customer is obligated to return the automobile with the same amount of fuel furnished upon rental; E. Sums recovered for intercity fees or drop charges; F. Proceeds from sale of automobiles; or G. Any local or national discounts to customers. 8 CITY OF CORPUS CIHRISTI CORPUS CHRISTI, TEXAS 5.2 Concession Fee. Concessionaire shall on a monthly basis pay to the City the greater of either 1.) the minimum monthly guaranteed Concession fee, as it may increase over the life of the contract or 2.) ten (10%) percent of the Concessionaire's Monthly Gross Revenue over the life of the contract. Minimum monthly fee for: Year 1) $ 6,500 Year 2) $ 7,250 Year 3) $ 8,250 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. 5.4 Reports and Statements. Concessionaire shall submit a monthly report of 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 (60) 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 not later than ninety (90) days from the date of transaction. Credit allowed Concessionaire under this provision shall be only on the same basis as payments to the City as defined under Section 5.1 of this Agreement. Adequate proof of chargebacks must be furnished for all credit claimed. 5 5 Terminal Space Rental Payments. The Concessionaire agrees to pay the City, monthly in advance on or before the tenth (10th) 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 currently is $21.47 per square foot per year for office space. At such time as the air carrier tenants rates are adjusted this Agreement will automatically 9 CITY OF CORPUS CHRISTI CORPUS CHRISTI, TEXAS be adjusted to the same rental rate. If the rate increase occurs during the Agreement year the rent will be pro -rated. 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 4.2 and 4.3. The licensing rate therefor shall be Fifteen Dollars ($15.00) 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 (10th) day of the month for which rent is due, $0.12 per square foot per year, divided into twelve (12) equal monthly payments. The land rental rate may be increased by the City upon thirty (30) days written notice to Concessionaire. The land rental rate increase shall not exceed $0.10 per square foot per year. 5.8 Adjustment of Rental Rate. The rental rate under 5.6 and 5.7 above will be reviewed every 3 years on Agreement anniversary date for adjustment. 5.9 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. 5.10 Service Charge. All unpaid fees due the City shall bear a service charge of one and one-half (1.5%) percent per month if same are not paid and received by the City by the 30th 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 shall furnish prior to commencement date of the term of the Agreement a letter of credit, certificate of deposit, -or performance bond in the principal amount of the highest three(s) months worth of minimum guaranteed concession fee rounded to the nearest one thousand dollars. This letter of credit, certificate of deposit, or bond shall guarantee the payment 10 CITY OF CORPUS CHRISTI CORPUS CHRISTI, TEXAS of the concession fee, rent, and Concessionaire's other obligations to pay as provided herein. A letter of credit or bond shall be in a form agreeable to the City and shall be kept in full force and effect during the term hereof. A certificate of deposit shall be endorsed to and held by the City, and shall be in full force and effect during the term hereof. Concessionaire shall receive all interest income from any such certificate of deposit. 5 11 Underground Storage Tank Deposit. Concessionaire shall furnish prior to commencement date of this Agreement a letter of credit, certificate of deposit or payment bond in the amount of $10,000 for each different underground storage tank site located at its Automotive Service Facility. If all underground storage tanks are closely grouped together that shall be one site, if some tanks are located more than 50 feet from other tanks, without other tanks in between, that shall be considered multiple sites, requiring multiple deposits. The letter of credit, certificate of deposit or payment bond shall remain in full force and effect during the term of this Agreement. A letter of credit or bond shall be in a form acceptable to City. A certificate of deposit shall be endorsed to and held by City. Concessionaire shall receive all interest income from any such certificate of deposit. 5.12 Retention of Records. Concessionaire keep available for the benefit of the two years after each year of the term records of accounts of Concessionaire agrees that it will City, for a period of hereof, the books and 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. 5.13 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. 5.14 Temporary Reduction of Minimum Monthly Guaranteed Concession Fees. In the event that one of the following conditions exists during the term of the Agreement, the minimum monthly guaranteed concession fee provided for may be 11 CITY OF CORPUS CHRISTI (' PPIIS CHPTRTT TPflC 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 thirty percent (30%) for a period thirty (30) 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 (30) or more consecutive days shall be less than seventy percent (70%) of the number of such deplaning passengers in the same month during the preceding calendar year; 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. 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 12 CITY OF CORPUS CHRISTI CORPUS CHRISTI, TEXAS following: A. The Concessionaire shall be open for and shall conduct business and furnish services seven (7) days a week for all regularly scheduled airline flights at the Concession Premises. 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 13 :ITY OF CORPUS CHRISTI CORPUS CHRISTI, TEXAS 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 businessconducted 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. 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 14 CITY OF CORPUS CHRISTI CORPUS CHRISTI, TEXAS 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 ($200,000.)for 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 lease term, such increases, if any, will be limited to ten (10%) percent of the rate in effect at the time of the increase. 7.3 Hazard Insurance. Concessionaire at its expense shall carry hazard insurance in the minimum amount of eighty (80%) percent of fair market value of the improvements of the Automobile Service Facility as shown on Exhibit C. 7.4 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 canceled by the insured or insurer during its term without first giving thirty days written notice to the City. 15 CITY OF CORPUS CHRISTI CORPUS CHRISTI, TEXAS 7.5 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 (30) 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 canceled or reduced, the Concessionaire shall, within fifteen (15) days after the date of such written notice from the insurer of such cancellation or reduction of coverage, file with the City a certificate showing that the required insurance has been reinstated or provided through another insurance company or companies. Copies of all insurance policies shall be promptly provided to the City upon City's written request. 7.6 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. 7.7 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 (8%) per annum. 7.8 Indemnification. Concessionaire agrees it will indemnify and hold and save City harmless of, from and against all claims, demands, actions, damages, loss, cost, liabilities, expenses and judgment recovered from or asserted against City on account of injury or damage to person or property to the extent that any such damage or injury may be incident to, arise out of, or be caused, either proximately or remotely, wholly or in part, by an act, omission, negligence or misconduct on the part of Concessionaire or any of its agents, servants, employees, contractors, patrons, guests, licensees or invitees, or when any such injury or damage is the result, proximate or remote, of the occupancy or use by Concessionaire, its agents, servants, employees, contractors, patrons, guests, licensees or invitees of the Leased Premises pursuant to the activities contemplated by this Rent-A-Car Concession Agreement, regardless of whether the City is solely negligent, 16 CITY OF CORPUS CHRISTI CORPUS CHRISTI, TEXAS contributorily or concurrently negligent. Concessionaire covenants and agrees that in case City shall be made a party to any litigation against Concessionaire or in any litigation commenced by any party other than relating to this Agreement or to the Leased Premises, then Concessionaire shall and will pay all costs and expenses, including reasonable attorney's fees and court costs, incurred by or imposed upon City by virtue of any such litigation. These terms of indemnification shall be effective unless such damage or injury may result from gross negligence or willful misconduct of City. VIII AUTOMOTIVE SERVICE FACILITY 8.1 Location. Concessionaire shall maintain the Automotive Service Facility at the Airport on Lot(s) 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(s) 6 during the term of this Agreement, at regularly established rates. 8.3 Use. Lot(s) 6 shall be used solely for the maintenance, service, and storage of Concessionaire's vehicles, and neither Concessionaire nor any of its agent 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(s) 6 and all property, excluding trade fixtures, which is so attached to any Fixed Improvements on lot(s) 6 that same may not be removed without material injury to Lot(s) 6 or the Fixed Improvements to which same shall be attached. Title to said Fixed Improvements shall during the term of this Agreement be in Concessionaire. Upon expiration of this Agreement Concessionaire shall have thirty (30) days after written notice from the City to remove said Fixed Improvements and repair any damage to the Premises caused by such removal at its expense. If said Fixed Improvements are not removed within the thirty (30) days, title shall vest in the City. Should Concessionaire terminate this Agreement without the consent of the City prior to its expiration, title to said Fixed Improvements shall immediately vest in the City. 17 CITY OF CORPUS CHRISTI CORPUS CHRISTI, TEXAS 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(s) 6 whether or not such machinery or equipment is bolt or otherwise attached to said Premises; and all other miscellaneous equipment installed in or placed on or about the Automotive Service Facility and used in connection with Concessionaire's business therein. Title to all Trade Fixtures shall be and remain in Concessionaire, and may be removed by Concessionaire within thirty (30) days after written notice by the City after expiration or termination of this Agreement. Concessionaire shall, at its own expense, repair any damage to the Premises caused by such removal. 8.6 Maintenance. Concessionaire shall at all times maintain the Automotive Service Facility in a neat, orderly, sanitary, and presentable condition and provide its own janitor service. The Automotive Facility shall be free from all danger of fire and personal injury and Concessionaire shall refrain from activities which may destroy or damage same. Concessionaire shall properly dispose of all waste oil, hazardous materials, if any, and used tires off the Leased Premises. Concessionaire shall be required to maintain quarterly reports on how much waste oil, hazardous materials - with type and volume specifically identified, if any, and how many used tires have been disposed of, method of disposal, name and location of place where disposal occurred, on the form attached hereto as Exhibit D, as same may be amended from time to time. 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 assignee of an 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 18 CITY OF CORPUS CHRISTI CORPUS CHRISTI, TEXAS 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 Funds. In the event that the Federal, State, or Local Government requires, as a condition precedent to provision of funds for the improvement of the 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 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 or Concessionaire hereunder shall be in writing and shall be sent by certified mail, return receipt requested, to: Director of Aviation Corpus Christi International Airport 1000 International Drive Corpus Christi, Texas 78406 Concessionaire: John S. Pagan Title: President Address: 3737 South Padre Island Drive City: Corpus Christi, Tx 78415 Either party may designate in writing from time to time any changes in addresses or any addresses of substitute or supplementary persons in connection with said notices. The effective date of service of any notice shall be the date such notice is received by either party. CITY OF CORPUS CIHRISTI CORPUS CHRISTI, TEXAS deemed in violation of this Agreement should it be prevented from performing any of the obligations hereunder by reason of 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 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 covenants, and conditions hereof to be performed, observed by the other party shall be construed as operate as, a waiver of any subsequent default of terms, covenants, or conditions herein contained, performed, kept and observed by the other party. any terms, kept and , or any of the to be 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 20 CITY OF CORPUS CHRISTI CORPUS CHRISTI, TEXAS _w • 0 0 -D c 0 -4 z - 1 -a 0 D r 0 0 D 70 70 Z - 1 D r 0 ri n W 0 0 -4 (/) V3JV WIVIO 3OVOOVB CORPUS et-{RISA INTERNATIONAL AIRPORT- n n n n r rn R a 1 ocs • rel g N 9 rn O t 0 h P 0 0 c 0 0 J r Let Cr h a - k t ssI9£ t.11 S£ 16£ I OH Ii I rtt I i. I }b 1st I cw I t4 l Si I bi IGSI LS its trt X r H r -t 1— r r r 1- 0 0 0 0 0 0 --1--1-1 —i—� N N Uf w N n o G < z x O C N N a F'- rtn w co r- rr W N O N r+z 1to ti i 1 r 1 1 1 1 n nn n OS oy 0 INTERNATIONAL DRIVE 0 0 < Fri x r M CO •C -1 n n rn 6 A r 'Y OF CORPUS CHRIST APUS CHRISTI, TEXAS - EXHIBIT D Month: JULY 1991 Name: BUDGET -RENT -A -CAR OF CORPUS CHRISTI Title: Waste Oil: Volume 10 GALLONS Method of disposal RETURN TO PAGAN-LEWIS MOTORS Name and location of place of disposal PAGAN-LEWIS MOTORS, INC. Used Tires: Volume 4 TIRES Method of disposal GIVE TO TIRE. DEALER Name and location of place of disposal GOODYEAR, MICIIELIEN Hazardous materials, if any: Type NONE Volume Method of disposal Name and location of placed disposal I JOHN S. PAGAN PRESIDENT (Name) (Title) of PAGAN-LEWIS MOTORS, -BRAC -CC Company do hereby certify that the above (Rent- -Car) information is true and correct and I am in sitio thority to have such knowledge. CO U rt C (0 o N v �v 0 A c E o D. O m v O E E ` n E O a c o v o 5 a CD c v m -v 0 mo 0 o. m A o 'CBx a W H v o v n c t O c m O 3n3 0 a 0 0 •L d v O O Fes. p1 m o rloY as 0 04 w • 1-4 4 m D n W V L1 CN a w h ..-. >. envy x30 'J' •� s to o'�un Ok. CO V z a/ (it b D V t 2 n v v LL a U .. -1 -• I-> o Di H 5 N o {N� C g ` m V 4.) t0 o x Co N 00 F N F CCS C N CD o N {y 0 .0 t7 O Z 0) o s F U v • /f1 / O V (4-0c C b O 01 03 o a r -t � 0d5 c o CO ``'' 0 o m to Z .�-+ x°'S tn�% 1-1 Es O Q (/ Di m 0 in ZD .7-vv0 E+ P '=' a X W E cOc CC VI vyLL v)q.. s= Baa ; BILI DATE. 03/01/89 DETH.,H THIS PORTION AND RETURN WITH CHECK OR MONEY ORDER PAYABLE TO: TEXAS WATER COMMISSION P.O. BOX 149003 AUSTIN, TEXAS 78714-9003 PAGAN LEWIS MOTORS 3737 5. PADRE ISLAND DR. CORPUS CHRISTI TX 78415 Farm AR/3011-A lfay. 03-01-891 I was rNC-0236) ACCOUNT NO. BALANCE DIJE DATE DI 0000010651 175.00 04/10/89 PLEASE INDICATE ADDRESS CHANGE ON BACK RECEIVED MAR 1989 0000010651 58300000175000410890 TEXAS WATER COMMISSION PAGE 1 DATE I REFERENCE DESCRIPTION AMOUNT BALANCE 03/01/89 UST0065270 FACILITY 0016785 FY: 89 QTR: 2 75.00 75.0 U'GROUND TANK FEE TANKS: 3 03/01/89 UST0066443 FACILITY 0022047 FY: 89 QTR: 2 - -75700 -------150.0 U'GROUND TANK FEE TANKS: 3 03/01/89 UST0066444 FACILITY 0022048 FY: 89 QTR: 2 25.0.0 _ 175.0 Ill U'GROUND TANK FEE TANKS: 1 ,' ' .£f • FEE ASSES ED SEPT.1, 1988. TOP PORTION MUST ACCOMPANY PAYMENT. ISSUE ONE CHECK PER ACCOUNT IF YOU HAVE MORE THAN ONE ACCOUNT. ACCOUNT NO. PREVIOUS - PAYMENTS & + CHARGES & + LATE FEES = BALANCE DUE BALANCE CREDITS ADJUSTMENTS 0000010651 0.00 0.00 175.00 0.00 175.0 BILLING DATE: 03/01/89 SEE REVERSE FOR I A'?1 PA.F"Nr! nl/nO/pg EXPLANATION OF CHARGES PLEASE PAY THIS AMOUNT f f f By 04/10/89 -INCLUDE TEXAS WATER COMMISSION UNDERGROUND STORAGE TANK FACILITY IDENTIFICATION AS OF INVOICE DATE 03/01/89 ACCOUNT OWNER NAME & ADDRESS NUMBER 10651 PAGAN LEWIS MOTORS 3737 S. PADRE ISLAND DR. CORPUS CHRISTI TX 78415 REFERENCE FACILITY NAME ADDRESS CITY BILLED NUMBER NUMBER TANKS UST0065270 0016785 PAGAN LEWIS MOTORS 3737 S. PADRE ISLAND DR. CORPUS CHRISTI 3 U5T0066443 0022047 PAGAN LEWIS MOTORS 3737 5. PADRE ISLAND DR. CORPUS CHRISTI UST0066444 0022048 BUDGET RENT CARS HWY 44 CORPUS CHRISTI 1 1 B UA'E 12/15/8) DE i THIS PORTION AND RETURN WITH CHECK OR MONEY ORDER PAYABLE TO: TEXAS WATER COMMISSION P.O. BOX 149003 AUSTIN, TEXAS 78714-9003 PAGAN LEWIS MOTORS 3737 S. PADRE ISLAND DR. CORPUS CHRISTI TX 78415 Form >R401 I -A 'Rev. 03-01-891 (we, 1 WC -02361 AI.I.UUN I NU. BALANLE UUt UAIt UI' 0000010651 425.00 01/30h, PLEASE INDICATE ADDRESS CHANGE ON BACK 0000010651 5833374 00000425000130907 TEXAS WATER COMMISSION PAGE 1 DATE REFERENCE DESCRIPTION AMOUNT BALANCE 12/11/89 UST0111011 FACILITY 0016785 FY: 90 QTR: 2 150.00 150.( U'GROUND TANK FEE TANKS: 3 12/11/89 UST0112165 FACILITY 9$22-047 FY: 150--O0 300.( 9-0 $T -R: 2 U'GROUND TANK FEE TANKS: 3 12/11/89 UST0112166 FACILITY 0022048 FY: 90 QTR: 2 50.00 350.( rKA e U' GROUND TANK FEE TANKS: 1 � — (2 Op,' FEE ASSES ED SEPT. 1S^. TOP PORTION OF BILL MUST ACCOMPANY PAYMENT. PLEASE REID INSERTS FOR MORE INFORMATION AND REQUESTS FOR TAX PAYER ID NUMBER. ACCOUNT NO. PREVIOUS — PAYMENTS & + CHARGES & + LATE FEES = BALANCE DUE BALANCE CREDITS ADJUSTMENTS 0000010651 75.00 0.00 350.00 0.00 425.( BILLING DATE: 12/15/89 SEE REVERSE FOR LAST PAYMENT' 03/31/89 EXPLANATION OF CHARGES PLEASE PAY THIS AMOUNT 'ft f BY 01/30/90 —INCLUDE BIL' 7ATF. 11/09/90 DETHLH THIS PORTION AND RETURN WITH CHECK OR MONEY ORDER PAYABLE TO: TEXAS WATER COMMISSION P.O. BOX 149003 AUSTIN, TEXAS 78714-9003 PAGAN LEWIS MOTORS 3737 S. PADRE ISLAND DR. CORPUS CHRISTI TX 78415 Form 04011-A066. 03-01-891 fwes •NC-02361 ACCOUNT NO. BALANCE DUE DATE Di' ' 0000010651 425.00 12/10/9u PLEASE INDICATE ADDRESS CHANGE ON BACK 0000010651 5833177 00000425001210903 TEXAS WATER COMMISSION PAGE 1 DATE REFERENCE DESCRIPTION AMOUNT BALANCE 11/09/90 UST0161150 FACILITY 0016785 FY: 91 QTR: 2 150.00 150.0 U'GROUND TANK FEE TANKS: 3 11/09/90 UST0162181 FACILITY 0022048 FY: 91 QTR: 2 50.00 200.0 U'GROUND TANK FEE TANKS: 1 • REG cid 4 113 j`�,® TOP PORTION MUST ACCOMPANY PAYMENT. FEES ASSE'.SED SEPT. 1ST. FY88=9-1-87. FYB9=9-1-88. FY90=9-1-89. FY91=9-1-90. ACCOUNT NO. PREVIOUS - PAYMENTS & + CHARGES & + LATE FEES = BALANCE DUE BALANCE CREDITS ADJUSTMENTS 0000010651 225.00 0.00 200.00 0.00 425.0 BILI ING DATE: I =r PAN(rIFNT 11/09/90 01'17/Q0 SEE REVERSE FOR EXPLANATION OF CHARGES PLEASE PAY THIS AMOUNT f? BY 12/10/90 —INCLUDE TEXAS WATER COMMISSION PETROLEUM STORAGE TANK FACILITY IDENTIFICATION ACCOUNT OWNER NAME & ADDRESS NUMBER 10651 PAGAN LEWIS MOTORS 3737 S. PADRE ISLAND DR. CORPUS CHRISTI TX 78415 FACILITY ID NAME ADDRESS CITY REFERENCE # FISCAL YEAR TANKS BILLED AMOUNT BILLED 0016785 PAGAN LEWIS MOTORS 3737 S PADRE ISLAND DR CORPUS CHRISTI UST0065270 89 3 75.00 UST0111011 90 3 150.00 UST0161150 91 3 150.00 0022048 BUDGET RENT CARS HWY 44 CORPUS CHRISTI UST0066444 89 1 25.00 UST0112166 90 1 50.00 UST0162181 91 1 50.00 1 :0Z-1-9004-114 0414 N011d33X3 06/60/11 1.0 3100 53145 1541 1Wd 3141 A3 3007 1N3W31415 3000 519N31 ON NNNO 1541 1.0 00' 00' 1Wd Ald43 A] 51N31'JA4d AS 1Wd 3101 A] 3140 NNNO 06/60/11 3140 1W15 00'00Z 1W4 N33140 1541 1541 1541 00 00' 00' 1Wd 1dWONd AJ 0113 3101 A3 50W3W 0] A3 06/L1/10 3140 143313 06/60/11 3100 53145 1541 1541 00 00 00Z 5044311 90 AJ 53105 A] 00'SZZ 154d 06 8A0 00.0 00'0 154d 06-19 1544 09-1E 00'00Z 1544 0E-1 00'0 1939903 00 5Z4 1W4-6/4 150 NW515 • 163 0049-559 (119) 3N0Nd3131/1041NOJ 51491.. 91 115111143 SNd903 521010W 51M31 11404d A113/314091 L9/9l ZI ,dN-135 1590100000 JMI ON-1903 JO1A10 11 01 06/11/11 501415 1131101500 • SCROLL THRU INVOICE ACTIVITY 8Y CUSTOMER DIVLDC: TWC CUST-N0: 0000010651 PAGAN LEWIS MOTORS 12/11/90 10:10 ---,FOR INVOICE HEADER/DETAIL DISPLAY SCREEN, TAR TO THE INVOICE-NO TYPE DATE AMOUNT OAT REFERENCE HEADER AND TRANSMIT 1JST0065270 INV 3/01/89 UST0068443 INV 3/01/89 UST0066440 PMT 3/31/69 75.00 UST 75.00 UST 75.00- 0018785E7: 89U'GROU 0022047FY: 89U'GROU UST0068444 INV 3/01/89 UST0066444 PMT 3/31/89 0510111011 INV 12/11/89 25.00 UST 25.00- 150.00 UST 150.00- 150.00 UST 50.00 UST 50.00- 150.00 UST 50.00 UST 0022046FY 89U'GROU 0016185FY: 901J'GROU 0022047FY: 90U'GROU 0022048FY, 90U'GROU 0016165FY: 91U'GROU 0022048FY: 91U'GROU UST0111011 PMT 1/17/90 UST0112165 INV 12/11/89 UST0112166 INV 12/11(89 UST0112166 PMT 1/17/90 UST0161150 INV 11/09/90 UST0162181 INV 11(09/90 TEXAS WATER COMMISSION PETROLEUM STORAGE TANK FACILITY IDENTIFICATION ACCOUNT OWNER NAME & ADDRESS NUMBER 10651 PAGAN LEWIS MOTORS 3737 S. PADRE ISLAND DR. CORPUS CHRISTI TX 78415 ID NAME ADDRESS CITY 'ERENCE H FISCAL YEAR TANKS BILLED AMOUNT BILLED PAGAN LEWIS MOTORS 3737 S PADRE ISLAND DR r0065270 89 3 75.00 r0111011 90 3 150.00 r0161150 91 3 150.00 CORPUS CHRIS BUDGET RENT CARS HWY 44 CORPUS CHRIS r0066444 89 1 25.00 r0112166 90 1 50.00 r0162181 91 1 50.00 at the foregoing ear day of rdin nce}Nas d fo the first time and passed to its second reading on f3 11_l CO� , 1 ( , by the following vote: Mary Rhodes Cezar Galindo Leo Guerrero Betty Jean Longoria A. Martin Joe McComb Dr. David McNichols Clif Moss Mary Pat Slavik That the foregoing ordinance was read for the second time and passed to its third reading on this the 1 day of )(;( t(rki , 19 / , by the following vote: Mary Rhodes Cezar Galindo Leo Guerrero Betty Jean Longoria (Lit) Edward A. Martin Joe McComb Dr. David McNichols Clif Moss Mary Pat Slavik That th or going ordinance wa read for the third time and passed finally on this th day ofd 1- , 19 i , by the following vote: Mary Rhodes Cezar Galindo Leo Guerrero Betty Jean Longoria PASSED AND APPROVED, this th6 CI City Secretary Edward A. Martin Joe McComb Dr. David McNichols Clif Moss Mary Pat Slavik day of r (taco v � MAYOR THE CITY OF CORPUS CHRISTI APPROVED: 1 I DAY OF N N C, ,, 4 , 19 JAMES R. BRAY, JR., CITY ATTORNEY By v `1,(dA )2,21,i 044 , Assistant City Attorney 021273 PUBLISHER'8 AFFIDAVIT State of Texas, ) County of Nueces ) ss: CITY OF CORPUS CHRISTI Ad #52946 PO # Before me, the undersigned, a Notary Public, this day personally came Kerri Lesmeister, who being first duly sworn, according to law, says that she is a Business Office Secretary 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, Nueces, Refugio, San Patricio„ Victoria, and Webb Counties, and that the publication of NOTICE OF PASSAGE OF ORDINANCE NO. 021273 AUTHORIZING which the annexed is a true copy, was published in the Corpus Christi Caller -Times on the 3rd day of November 1991. One Time(s) S 54.00 / ZLC ,/R t%l2YLC�24-4 Business Office Secretary Subscribed and sworn to before me this 6th day of November , 1991. .� 12)3 ��U �XX��1/V W � TS RENT -A DMA . JEAN f MAR NERTZ C•"�D/9/A TITA; OF TIONAL CAR RENTAL OP CORPUS CHRISM INC.; LLpApRRt,LLgq ASYSTEMS, INC. D/B/11 PAGAN LEWIS MOTORS. INC. D/B/A BUDGET RENT -A -CA$ OF CORPUS CHRIST; AND PROVIDING POR PUBLICATION; remunar- atIOn t_ t . .. shill be: Notary Public, Nueces County, Texas My commission expires on 4-24-93 • m'of ?. Ib S10, for underground storage tanks. Copies of the leases are on file in the City Secretary's office. The ordinance wee passed and approved on third reading by the City Coun- cil of the City of Cor- pus Christi, Texas on the 29th day of Nobember, 1991. /s/ Armando Chaps City Secretary City of Corpus Christi PUBLISHER'S AFFIDAVIT State of Texas, County of Nueces ) ss: CITY OF CORPUS CHRISTI Ad #64074 PO # Before me, the undersigned, a Notary Public, this day personally came Kerri Lesmeister, who being first duly sworn, according to law, says that she is a Business Office Secretary 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, Nueces, Refugio, San 'Patricia Victoria, and Webb Counties, and that the publication of NOTICE OF PASSAGE OF ORDINANCE ON FIRST READING AUTHORIZING which the annexed is a true copy, was published in the Corpus Christi Caller -Times on the 29th day of September 1991. One Time(s) Business Office Secretary $ 54.00 Subscribed and sworn to before me this 2nd October , 1991. kAaLuk cry Notary Public, Nueces County, Texas My commission expires on PubUc day of re NOTICE • GE OF 0,1: DIVAN „ RST READING 1e AU • THE E%ECU- I TION A AGREEMENTS' ble WITH COASTAL BEND be RENT•A-CAR, INC. D/B/A 1e AVIS RENT -A -CAR; MAR- i- JEAN TEXAS, INC., D/B/A f. HERTZ CORPORATION; NA- I TIONAL CAR RENTAL OF iim CORPUS CHRISTI, INC; DOL- _ LAR SYSTEMS, INC. D/B/A re DOLLAR RENT -A -CAR;. AND Won 4 3' ON City nu be: fat h: to OW 1 counter space 0.12 per q. ft. 19f land rental of the astry- $11410 per specs for re return ear Parkhill apaw. and a deposit of 51,000 to $10,000 for underground storage tanks. Copies of the leases are on l file in the City Secretary's of- I fin. The ordinpnce was passed and approved on first .ta reading by the City Council of ap the City of Corpus Christi.. k - Telma on the 24th day of th Baptamber, 1991. /5/ Armando Chaps vIvi City Pmcntary ,ice PUBLISHER'S AFFIDAVIT State of Texas, } CITY OF CORPUS CHRISTI County of Nueces } ss: Ad #55724 PO # Before me, the undersigned, a Notary Public, this day personally came Kerri Lesmeister, who being first duly sworn, according to law, says that she is a Business Office Secretary 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, Nueces, Refugio, San Patricio, Victoria, and Webb Counties, and that the publication of NOTICE OF PASSAGE OF ORDINANCE ON SECOND READING AUTHORIZING which the annexed is a true copy, was published in the Corpus Christi Caller -Times on the 6th day of October 1991. One Time(s) $ 55.35 t L )-C-91 t:4-1 Business Office Secretary Subscribed and sworn to before me this 8th October , 1991. ( tbaglavrn D Notary Public, Nueces County, Texas My commission expires on D / Pudic day of NOTICE 0e,IABRAGE Of OOFICIIP Alm ON SECOND READING AUTHORIZING 11W EXECU- TION OF AGREEMENTS WITH COASTAL BEND RENT -A -CAR, INC. D/B/A AVIS RENT -A -CAR; MAR - JEAN TEXAS, INC., D/B/A HERTZ CORPORATION; NA- TIONAL CAR RENTAL OF CORPUS CHRISTI, INC; DOL- LAR SYSTEMS, INC. D/B/A DOLLAR RENT -A -CAR; AND PAGAN LEWIS MOTORS, INC. D/B/A BUDGET a- RENT -A -CAR OF CORPU CHRISTI; AND PROVIDING FOR PUBLICATION; remuner- 'a- ation to the City shall be: $21.47 sq. ft. for office & counter space; 5,12 pet sq. ft. for land rental of the auto - I@. 1' n, motive service facilities areas; $15.00 per space for ready & 1, retum car perking apace; and a deposit of $1,000 to e 510,000 for underground storage tanks. Copies of the leases are on file in the r- City Secretary's office. The ordinance was passed t, and approved on second reading by the City Council of the City of Corpus Christi, Texas on the 1st day of Octo- ber, 1991. /e/ Armando Chapa City Secretary Qw of Corpus Christi Ms, et run sy