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Home My WebLink AboutC2005-027 - 2/8/2005 - Approved LEASE AGREEMENT by and between THE CITY OF CORPUS CHRISTI and AMARILLO SPORTS SERVICES, INC dba GAME TIME FOOD AND BEVERAGE SERVICES, INC. for Operation ora Food and Beverage Concession 2005-027 02/08/05 Ord026138 Amarillo Sports Services TABLE OF CONTENTS ARTICLE 1. FUNDAMENTAL LEASE PROVISIONS ............................................................................................. 3 ARTICLE 2. DEFINITIONS .......................................................................................................................... 4 ARTICLE 3. PREMISES ................................................................................................................................... 5 Subsection 3.01 - Locations .............................................................................................................................. 5 Subsection 3.02 - Specifics ................................................................................................................................... 5 ARTICLE 4. TERM ................................................................................................................................................ 6 Subsection 4.01 Term ............................................................................................................................................ 6 Subsection 4.02 Extension ................................................................................................................................. 6 ARTICLE 5. RENTS, FEES, RECORDS, AND AUDITS .................................................................................... 6 Subsection 5.01 Minimum Rental Fee (MRF) ................................................................................................ 7 Subsection 5.02 Percentage Rent (Percentage Rent) ................................................................................................ 7 Subsection 5.03 Special Funds .......................................................................................................................... 7 Subsection 5.04 - Operation and Maintenance CosLs (O&Ms) ............................................................................... 8 Subsection 5.05 - Badges and Parking Permits .............................................................................................. 9 Subsection 5.06 Discharge ................................................................................................................................ 9 Subsection 5.07 Interest .......................................................................................................................................... 9 Subsection 5.08 Monthly Sales Repor~ (MSR) ...................................................................................................... 9 Subsection 5 09 End of Year Adjustment ................................................................................................................ 10 Subsection 5.10 - Audit ......................................................................................................................................... 10 Subsection 5.11 - Point of Sales Reporting ........................................................................................................... 11 Subsection 5.12 - Report Forms ....................................................................................................................... 11 ARTICLE 6. CONCESSIONAIRE'S USES, PRIVILEGES, OBLIGATIONS AND RESTRICTIONS .............. 11 Subsection 6.01 - Use of Premises ........................................................................................................................... 11 Subsection 6.02 - Ingress and Egress ............................................................................................................. 11 Subsection 6.03 - Security ................................................................................................................................. 11 Subsection 6.04 - Subordination of Lease .............................................................................................................. 13 ARTICLE 7. DELIVERY DOCK AREA ........................................................................................................ 13 ARTlCLE 8. PRODUCTS AND PRICING ........................................................................................................... 13 Subsection 8.1 Product List ................................................................................................................................. 13 Subsection 8.2 - Street Pricing ......................................................................................................................... 14 Subsection 8 3 - Monhormg Street Level Pricing .............................................................................................. 14 Subsection 8.4 - Additional Produckq ...................................................................................................................... 15 ARTICLE 9. DISADVANTAGED BUSlNESS ENTERPRISES (DBE) .................................................................. 15 ARTICLE 10. PROHIBITED ACTS AND UNUSUAL RISKS ............................................................................. 16 Subsection 10.01 - Prohibited Acts ........................................................................................................................ 16 Subsection 10.02 Unusual Risks .................................................................................................................... 17 ARTICLE 11. IMPROVEMENTS .............................................................................................................................. 17 Subsection 11.0l - Improvements by the Concessionaire ........................................................................................ 17 Subsection 11.02 Initial Improvements by the Concessionaire ....................................................................... 18 Subsection 11.03 Construction Corm'acts, Liens and Certificate of Occupancy .................................................... 19 Subsection 11.04 - Inspection of Premises ................................................................................................. 21 Subsection 11.05 - Default During Design and Comstmction ...................................................................... 21 Subsection ]1.06 Signs ................................................................................................................................... 21 ARTICLE 12. MAINTENANCE, UTILITIES AND REPAIRS ............................................................................ 22 Subsection 12.01 - Trash and Refuse ................................................................................................................ 22 Subsection 12.02 - Ha?~rdous Substances .............................................................................................................. 22 Sub~ction 12.03 - Transporting Products, Trash, etc ............................................................................................. 23 Subsection 12.04 - The Concessionaire's Maintenance Obligations ..................................................................... 23 Subsection 12.05 - Standards and Obligations .................................................................................. 24 Subsection 12.06 - The Airport's Mamtenance and Utility Obligations .................................................................. 24 ARTICLE 13. FINANCIAL GUARANTEE .......................................................................................................... 25 ARTICLE 14. STANDARDS OF OPEKATION ................................................................................ 25 Subsection 14.01 - Hours of Operation ................................................................................................................... 25 Subsection 14.02 - Management .......................................................................................................................... 26 Subsection 14.03 - Personnel .............................................................................................................................. 27 Subsection 14.04 - Menu and Price ...................................................................................................................... 27 Subsection 14.05 - Nondiscrimination/Affirmative Action .................................................................................. 28 Subsection 14 06 - Cash and Record Handling Requirements ...........................................................................29 Subsection 14.07 - Level of Public Service ........................................................................................................ 29 Subsection 14.08 - Paging System ...................................................................................................................... 30 Subsection 14.09 Debit and Credit Cards ....................................................................................................... 30 Subsection 14.10 - Making Change for the Public ............................................................................................. 30 ARTICLE 15. rNSUKANCE ................................................................................................................................... 30 Subsection 15.01 - Insurance ............................................................................................................................... 30 Subsection 15.02 - lndemmfication and Hold Harmless ..................................................................................... 31 Subsection 15.03 - Damage and Destruction ........................................................................................................... 33 Subsection 15.04 - Damage or Destruction of Leasehold Improvements ................................................................ 34 ARTICLE 16. PREMISES AND SERVICES ACCEPTANCE AND REFURBISHMENT ............................... 35 Subsection 16.01 Premises Accepted ................................................................................................................ 35 Subsection 16.02 - Refurbishment ....................................................................................................................... 35 ARTICLE 17. ILELOCAT1ON .................................................................................................................................. 35 ARTICLE 18. CANCELLATION - TERMINATION ................................................................................................ 36 Subsection 18.01 - Cancellation by the Concessionaire ......................................................................................... 36 Subsection 18.02 - Termmafion by the City ....................................................................................................... 36 Subsection 18.03 - Right of Entry Upon Termination ............................................................................................. 37 Subsection 18.04 - Notice of Termination ............................................................................................................. 38 ARTICLE 19. AiRLiNES IMPACT .................................................................................................................... 38 ARTICLE 20. PROPERTY RIGHTS UPON EXPIRATION OR TERMINATION ............................................... 39 ARTICLE 21. HOLD OVER ...................................................................................................................................... 39 ARTICLE 22. REDELIVERY OF PREMISES ......................................................................................................... 40 AP,,TICLE 23. ASSIGNMENT AND SUBLEASE - PROHIBITED ..................................................................... 40 ARTICLE 24. NOTICES ............................................................................................................................................ 41 ARTICLE 25. TAXES AND LICENSES ................................................................................................................ 41 ARTICLE 26. AGENT FOR SERVICE OF PROCESS ................................................................................ 42 ARTICLE 27. RIGHT TO AMEND .......................................................................................................................... 42 ARTICLE 28. RiGHTS-OF-WAY, EXCLUSIONS AND LIMITATIONS ........................................................ 43 ARTICLE 29. GENEILAL PROVISIONS ............................................................................................................. 43 Subsection 29.01 Nondiscrmmaadon Statement ............................................................................................. 43 Subsection 29.02 Mineral 1Lights ........................................................................................................................... 43 Subsection 29.03 No Waiver of Forfeiture ........................................................................................................ 43 Subsection 29.04 Force Majeure .................................................................................................................... 43 Subsection 29.05 Quiet Enjoyment ...................................................................................................................... 43 Subsection 29.06 Rules and Regulations ....................................................................................................... 44 Subsection 29.07 Headings ................................................................................................................................ 44 SubsecUon 29.08 Venue .................................................................................................................................. 44 Subsection 29.09 Successors and Assigns ........................................................................................ 44 Subsection 29.10 No Third Party Benefit ....................................................................................................... 44 Subsection 29.11 - Compliance w/th Laws ....................................................................................................... 44 Subsection 29.12 - Mediation ............................................................................................................................. 45 Subsection 29.13 Attorney's Fees ....................................................................................................................... 45 Subsection 29.14 - Publication Cost~ ................................................................................................................. 45 Subsection 29.15 Entire Agreement ................................................................................................................. 45 EXHIBII A PREMISES ............................................................................................................................ 47 EXHIBIT B - CARGO FACILITY .............................................................................................................. 48 EXHIBIT C - SCHEDULE OF MINIMUM RENTAL FEE AND PERCENTAGE RATE BY LEASE YEAR49 EXlqlB1T D - CONCESSIONAiRE'S PROGRAM SUPPORTING AiRPORT'S DBE POLICY ................. 50 EXltiBIT E MENUS AND PRiCrNG ....................................................................................................... 51 2 THIS LEASE AND CONCESSION AGREEMENT ("Lease") is made and entered into by and between the CITY OF CORPUS CHRISTI, a Texas home-rule municipal corporation ("City") acting for the CORPUS CHRIST1 INTERNATIONAL AIRPORT ("Airport"), having an office at 1000 International [:)rive, Corpus Christi, Texas 78406, and AMARILLO SPORTS SERVICES, INC. dba GAME TIME FOOD AND BEVERAGE SERVICES, INC. a Texas Corporation ("Concessionaire".), having an office at 1000 International Drive, Corpus Christi, Texas 78406. In consideration of the rents and covenants herein the City does hereby lease to Concessionaire and Concessionaire does hereby lease fi.om the City, the herein described premises upon the following terms and conditions: ARTlCLE 1. FUNDAMENTAL LEASE PROVISIONS 6. 7. 8. NOTE: Landlord: City of Corpus Christi Corpus Christi lntemational Airport 1000 International Drive Corpus Christi, Texas 78406 Tenant: Amarillo Sports Services, Inc. dba Game Time Food and Beverage Services, Inc. 355 W. Dundee Rd. Suite 205 Buffalo Grove, Illinois 60089 Permitted U se: Food and Beverage Services Concession Commencement Date (or "Effective Date"): On the 61 st day after final City Council approval of the Lease which is April 10, 2005. Initial T~m~: 10 years. Option: 5 years. Mimmum Rental Fee: See Exhibit C fbr full Schedule. Percentage Rent: % of monthly Gross Sales less taxes as stated on Exhibit C. The Article 1 contains only a summa~ of certain provisions in the Lease. The Lease contains other provisions and additional information about the items listed in Article 1. If a provision in the Lease and this Article are inconsistent, the provisions in the Lease control. Concessionaire states that it has read the entire Lease carefully. ARTICLE 2. DEFINITIONS 1. "Gross Sales" includes all monies paid or payable to the Concessionaire for sales made and for services rendered at or fi.om the Premises, regardless of when or where the order therefor is received, and outside the Premises, if the order therefor is received at the Premises, and any other revenues of any type arising out of or in connection with the Concessionaire's operations at the Premises, including, but not limited to, those operations of the Concessionaire's agents, assignees, or sub lessees, arising from any sales made or services rendered at or fi.om the Premises and sales fi.om vending operations wherever located within the Terminal Building. Gross Sales excludes: A. Any taxes imposed by law which are separately stated to and paid by a customer and directly payable to the taxing authority by the Concessionaire, and alcoholic beverage taxes collected for remittance to the taxing authority from the retail sale of alcoholic beverages. B. Cash and credit card refunds to customers for merchandise returned. Concessionaire must provide backup documentation to Director for all refunds when claimed. C. Amounts and credits received in settlement of claims for loss of, or damage to merchandise; Concessionaire must provide backup documentation to the Director for all settlements when clmmed. D. Amounts of d~scounts given to Concessionaire's employees for meals purchased during their working hours; gratuities and tips collected, recorded and remitted to employees; amounts of discounts given to Airport's or Airport Tenant's employees for meals purchased; Concessionaire must provide backup documentation to the Director for all discounts, if requested. 2. "Premises" means the various locations and support space located within the Terminal Building identified on the attached and incorporated Exhibit A to this Lease that are leased to Concessionaire, and which may vary fi.om time-to-time as provided in this Lease and reflected in a revised Exhibit A. 3. "Concession" means a food and beverage concession operated by Concessionaire at its Premises. 4. "Term" means the period defined in Article 4 herein. 5 "Terminal Building" means the Hayden W. Head Terminal Building. 6. "Director" means the City's Director of Aviation or his/her designee. 7. "City Manager" means the City Manager or his/her designee. 8. "Risk Manager" means the City's Risk Manager or his/her designee. 9. "Airport" means Corpus Christi International Airport. 10. "City" means the City of Corpus Christi. 11. "Lease" means this Lease agreement. 12. "Concessionaire" means Amarillo Sports Services, Inc. dba Game Time Food and Beverage Services, Inc. 13. "Dehvery Dock Area" means that area designated as the cargo facility west of the ticket lobby area and shown on attached Exhibit B. 16. "Lease Year" means the calendar year with the first year of the lease beginning on the Effective Date of the Short Term Lease and runmng through the next December 31. ARTICLE 3. PREMISES Subsection 3.01 - Locations The Concessionaire's operation encompasses the food and beverage Premises shown on Exhibit A. The City leases the Premises to the Concessionaire as reflected on Exhibit A, including any improvements to be made thereon or modifications to be made thereto, and the Concessionaire takes the Premises "as is" and for its use, subject to the terms and conditions set forth or incorporated m this Lease. Storage space that is acqmred shall be reflected on Exhibit B in the Airport's Cargo Facility and shall be charged at the standard cargo facility rotes which are subject to change each City fiscal year. Subsection 3.02 - Sl~ecifics The Premises are subject to change from time-to-time but only upon written agreement of the parties hereto and the Director's approval or as is provided in Article 17. Such additional or different Premises will be incorporated in Exhibit A to reflect any change in the Premises, and a new Exhibit A will be substituted and incorporated into this Lease on file with the City Secretary. ARTICLE 4. TERM Subsection 4.01 Term The initial Lease Term begins on the 61st day after final City Council approval, and terminates at midnight on April 30, 2015. Subsection 4.02 Extension If the City Manager and Concessionaire agree, the Concessionaire may extend the Term subject to the following conditions: 1. One five (5) year option to extend. 2. Concessionaire must request the extension in writing, with supporting data, to the City Manager not later than ninety (90) days prior to the end of the original lease tutor. 3. An extension of this Lease can be denied by the City Manager for one or more of the following: (A) if Concessionaire is, at the time of the request or within one year prior to the request, or has a history of being (more than 3 times in a year), delinquent in any rent obligations to the City, (B) Gross Sales from Concessionaire's operation are less than is reasonable for the twelve month period preceding the request, as determined by the City Manager, or (C) City Manager determines that the quality of Concessionaire's food service, Premises maintenance or appearance is not sufficient to allow any extension, based on an assessment of Concessionmre's food service, Premises maintenance or appearance. 4. The City Manager will not~fy Concessionaire in writing oftfis/her approval or rejection of any extension within 60 days of receipt of request for extension. 5. An extension will be under the same conditions of this Lease, provided that the Minimum Rental Fee w~ll increase by 2.5 % per year of the extension. ARTICLE 5. RENTS, FEES, RECORDS, AND AUDITS Concessionaire must pay the Minimum Rental Fee monthly on the first day of each month at the rate outlined in Exhibit C. In addition, Percentage Rent as outlined in Subsection 5.02, for the current month's Gross Sales, will also be paid monthly beginning with the second Lease Year, to the extent that Percentage Rent on the current month's sales exceeds the Minimum Rental Fee paid for that month. In the first Lease Year, Percentage Rent shall be paid by July 15th for the months of February through June to the extent that Percentage Rent due for those months exceeds the Minimum Rental Fees paid for those months and by January 15th for the months of July through December to the extent that Percentage Rent due for those months exceeds the Minimum Rental Fees paid for those months. The schedules to use in calculating Percentage Rent due are shown on Exhibit C. Subsection 5.01 Minimum Rental Fee (MRF) A. Minimum Rental Fee is payable in 12 equal monthly payments as outlined in Exhibit C. City will give no discount against MRF. B. The parties further agree that the MRF will be adjusted annually at the beginning of each lease year. The increase in the MRF will be based upon the Schedule as set out in the attached and incorporated Exhibit C. Subsection 5.02 Pereenta~e Rent {Percenta~,e Rent) A. Percentage Rent is a percentage of Concessionaire's monthly Gross Sales as outlined on Exhibit C and as stated on the monthly sales report required by Subsection 5.07. For each month of the contract excluding the first Lease Year, the Concessionaire shall pay the greater of: A) the monthly MRF or B) Percentage Rent on that month's Gross Sales. During the first Lease Year, Concessionaire shall pay any additional Percentage Rent due for sales from February through June by July 15th and for sales from July through December by January 15th in accordance with the schedules shown on Exhibit C for the first Lease Year. B. Payments are late after the 15th day of each month succeeding the month in question or when stated due as listed in A. above and after the 20th day for any Percentage Rent still due and owing to the City after each Lease Year. Concessionaire owes City a late fee with respect to each late payment as calculated in Subsection 5.07. Subsection 5.03 Snecial Funds A. Upon inception of this Lease, there shall be a bank account established by Concessionaire in the name of the Concessionanre and the City to provide marketing funds for the Airport that support efforts to generate additional food and beverage sales at the Airport. The programs available for this funding are not limited to but may include catering services, additional air service, and other programs that would produce additional food and beverage sales. This account shall generate '/~ of 1% of the Gross Revenue of the Concessionaire at the Airport. Deposits shall be made on a monthly basis to this bank account. The Monthly Sales Report shall be used to calculate the amount to be deposited into this account. A copy of the monthly bank statement shall be sent to the Airport with the Monthly Sales Report each month. Expenditures from this fund shall be approved by both Concessionaire and City. B. Upon inception of this Lease, there shall be a bank account established by Concessionaire in the name of the Concessionaire and the City to provide funds for new and replacement equipment, improvements including additional build-outs for food and beverage services, and other improvements that support the food and beverage oporations at the Airport. This account shall generate ¼ of 1% of the Gross Revenue of the Concessionaire at the Airport. Deposits shall be made on a monthly basis to this bank account. The Monthly Sales Report shall be used to calculate the amount to be deposited ~nto this account. A copy of the monthly bank statement shall be sent to the Airport with the Monthly Sales Report each month. Expenditures fi.om this fund shall be approved by both Concessionaire and City. C. At the expiration of the original term of this Lease, 50% of the funds remaining in either bank account listed in A and B above shall be remitted to Concessionaire. If[he Lease is extended past the original term, the funds will remain intact and deposits will continue to be made to the fund as outlined above. Subsection 5.04 - Ooeration and Maintenance Costs (O&Ms) The Concessionaire must pay all O&M costs for the Premises, including the following services: Separately metered HVAC, electricity, gas, water, wastewater, solid waste services, storm water, janitorial, trash disposal, pest control, bimonthly grease trap cleaning and maintenance, tenant- occupied terminal area maintenance, interior window cleaning and such other services as Director deems necessary to keep the Premises clean. Concessionaire will prepare preventive mmntenance schedules for all mechanical, electrical, plumbing, and HVAC systems, mmntain the systems in accordance with the schedules, and provide the Director copies of the schedules upon request. Concessionaire must separately meter any utility or install and meter supplemental air it may reqrfire and Concessionaire must pay all utility bills directly to the provider except those meters that are sub- meters to the Airport' s mmn meter which will be billed to the Concessionaire at the rate provided to the City and due upon receipt. The City will bill the Concessionaire for any other services listed above that it provides or that is billed to the City which will be payable upon receipt by Concessionaire. The City will provide the Premises the same heating and air conditioning-through the central duct system-as it provides the rest of the Terminal. City will clean exterior of the windows due to their location in a secured area of the Airport. Subsection 5.05 - Bad,,es and Parking Permits Each of Concessionaire's cmployces needing access to restricted area must wear a security identification badge. Concessionatre will pay a fee for each badge and a replacement fee for each lost badge. City will provide employee parking for those employees that have a security identification badge. The Concessionaire's guests, patrons, and invitees must pay the normal Airport parking fee for ingress to and egress from the Airport. Subsection 5.06 - Discharge Payment to the Airport of all rents and other charges in this Lease completely discharges the Concessionaire's obligations under this Lease and there are no other charges payable by the Concessionaire. Subsection 5.07 - Interest Any sums payable by Concessionmre under any provisions of this Agreement, wkich are not paid when due shall bear interest at the rate of eighteen percent (18%) per annum from the due date thereof until paid. Concessionaire's interest payment is due and payable upon City's presentation o fan invoice. If payment is not made as set forth in the section, a further charge may be assessed in accordance with the formula above. Subsection 5.08 Monthly Sales Reoort (MSR) The Concessionaire must provide to the Director a Monthly Sales Report (MSR) identifying Gross Sales for each month, verified as being accurate by an authorized accounting officer of Concessionmre, by and from each location comprising the Premises. Each Monthly Sales Report must be delivered or faxed not later than 2:00 o'clock p.m. the 5th business day of the following month. The Monthly Sales Report must reflect Gross Sales by categories of alcoholic beverages, food and non-alcoholic beverages, catering, and other services. The Director may require additional information be reported in a format developed by the Director from time-to-time. 9 Subsection 5.09 End of Year Adjustment Within 60 days after the end of each Lease Year during the Term of this Lease, the Concessionaire must provide a written statement to the Director, from an independent Certified Public Accountant, stating the Concessionaire's Annual Gross Sales and Percentage Rent owed to the City in accordance with thc Annual Percentage Rent Schedules listed on Exhibit C and the amounts paid to or on behalf of the Airport as the MRF, Percentage Rent, and Special Funds deposits paid during and for the Lease Year The Accountant should state on the report an opinion as to whether or not the Gross Sales reported and the payments made by the Concessionaire to or on behalf of the Airport during the preceding Lease Year were made in accordance with the terms of this Lease. The CPA should also state if any additional MRF, Percentage Rent, or Special Funds deposits are due to or on behalf of the Airport as a result of this reconciliation. The CPA must not be an employee of or on Concessionaire's payroll but may be on a retainer or other arm's length payment arrangement. Concessionaire must pay any additional amounts due as a result of tkis reconciliation with the Certified Annual Report. If it is found that Concessionaire has overpaid the City for the lease year, the City shall prepare a refund of overpayment to the Concessionaire once the City has detct~tfined the same to be true no later than sixty days after receipt of Concessionaire's report. Subsection 5.10 - Audit Concessionaire, and Concessionaire' s assignees and sub lessees, must keep accurate books and records of its Gross Sales. The Director may audit the Concessionaire's, and Concessionaire's assignees' and sub lessees', books and records at any time to verify Concessionaire's Gross Sales for any period within 3 years prior to the audit. Th~s includes, but is not limited to, all documents related to the conduct of business such as: General Ledgers, Accounts Receivables and Payables, Sales Journals, Inventory Records, daily or periodic summary reports, cash register or computer terminal tapes, bank deposit slips, bank statements, tax reports to state and federal agencies and discount or rebate records. If the audit shows that the Concessionaire has understated Gross Sales by 5% or more, the entire expense of the audit must be paid by the Concessionaire. Any additmnal rental payments due Airport must be paid by the Concessionaire to the Airport, with annual interest of eighteen percent (18%) from the date the rent became due. Audits will be conducted at Corpus Christi International Airport and Concessionaire must make its books and records available at such 10 nme as required by the City' s Auditor. If first agreed by the Director, the audit can be offthe Airport with the Director's prior written approval if the Concessionaire reimburses the An-port for travel, food, and lodging costs associated with the audit. Subsection 5.11 - Point of Sales Rel~orting When the Director finds it necessary or desirable to automatically collect Point of Sales Data, the Concessionaire will cooperate by purchasing and installing equipmant to facilitate gathering Point of Sales Data at each register wh~re money is collected. Subsection 5.12 - Rel~ort Forms For any reporting required by this Lease, the Director may detcnuine thc form, frequency, content and format for each report, and Concessionaire must use such form. ARTICLE 6. CONCESSIONAIRE'S USES, PRIVILEGES, OBLIGATIONS AND RESTRICTIONS Subsection 6.01 - Use of Premises In consideration of Concessionaire paying the rent, fees, and charges provided herein in this Lease, the City grants to the Concessionaire, subject to all of the terms, covenants, and conditions of this Lease, the right and obligation to occupy, equip, furnish, operate, and maintain exclusive food and beverage services concession facilities on the Premises. Concessionaire must use the Premises only for the purposes specified in this Lease. Concessionmre's decor and types of food and beverages must have Director's prior written approval. Concessionaire understands that all food and beverage service prepared pre-checkpoint shall be screened prior to being transported to the post checkpoint food and beverage location(s). Subsection 6.02 - Imlress and E~ress The Concessionaire may have ingress to and egress from the Premises over the Airport roadways, including the usc of common usc roadways, subject only to such rules and regulations now in existence and as may be established by the Director or the City. Subsection 6.03 - Security The Concessionaire must comply with, and require compliance by its assignees and sub lessees, if any, and both its and their respective contractors, suppliers of materials and fumishers of 11 services, employees, agents, and business invitees, with all present, amended, and future laws, roles, regulations, or ordinances promulgated by the City, the Airport Security Plan ("ASP"), the Federal Aviation Administration (FAA), Transportation Security Administration (TSA), or other governmental agencies to protect the security and integrity of the Secured Area ("SA"), the Aircraft Operating Area (AOA), and the Security Identification Display Area ("SIDA"), as defined by the Airport, TSA and FAA, and to protect against access to the SA, AOA and S1DA by unauthorized persons. Subject to the approval of the Director, the Concessionaire must adopt procedures to control and limit access to the SA, AOA, and SIDA by the Concessionaire, its assignees and sub lessees, and its and their respective contractors, suppliers of materials and fumishers of services, employees, and business invitees in accordance with all present and future ASP, FAA, and TSA laws, rules, regulations, and ordinances. Concessionaire further agrees to indemnify, hold harmless, defend and insure the City, its officers, agents, and employees against the risk of legal liability for death, injury, or damage to persons or property, direct or consequential, arising from entry of the SA or SIDA permitted, allowed or otherwise made possible by Concessionaire, its assignees and sub lessees or its or their respective contractors, suppliers of materials and furnishers of services, employees, business invitees, agents, or any person under the direction of Concessionaire in violation of Ciw, Airport, ASP, TSA, and FAA laws, rules, regulations, or ordinances or Concessionaire's Director-approved procedures for controlling access to the SA or SIDA as provided herein above. The Concessionaire must obtain employee identification badges for all personnel authorized by the Concessionaire to have access to the SA, AOA, or SIDA, in accordance with the provisions of Federal Aviation Regulations, 49 CFR Part 1542, and other laws, rules, regulations and ordinances. Concessionaire must pay all t'mes associated with security breaches/infractions by Concessionaire or its sub lessees and its and their respective agents, officers, business invitees, and employees in the SA, AOA, or S1DA, regardless of whether the t'me is assessed to CID', Airport, or Concessionaire and/or its assignees and sub lessees, and its or their respective agents, officers, business invitees, or employees however Concessionaire may contest such t'me in accordance with administrative procedures of the agency issuing the t-me. 12 Subsection 6.04 - Subordination of Lease The Lease is subordinate to the provisions of any existing or future Lease between the Airport and the United States of America, its Airports, Agencies, Commissions, the City, and other governmental agencies, relative to the operation or maintenance of the Au-port, the execution of which has been, or may be, required as a condition precedent to the development or operation of the Airport. ARTICLE 7. DELIVERY DOCK AREA A. To protect the airside operation area there will be no vendor deliveries airside. The landside curb will be used for the flow of airline passengers. All products ordered by Concessionaire and its assignees and sub lessees for resale or operation of its business on the Premises must be delivered to the Cargo Facilities Delivery Dock Area as shown on Exhibit B. Concessionaire is responsible for the security requirements m transporting deliveries to their location and must pay all applicable costs and fines associated with security breaches/infractions by Concessionaire's or its assignees and sub lessees and its or their agents, officers, business invitees and employees. The current security requirements include Concessionaire transporting deliveries to the Concessionaire's leased prermse area. B. Deliveries may be made only w~thin the times and at the locations authorized by the Director. ARTICLE 8. PRODUCTS AND PRICING Subsection 8.1 Product List Exhibit E lists all goods and services Concessionaire may sell from the Premises. Each menu will reflect all food and beverages, and the prices to be charged to the public. City's execution of this Lease constitutes acceptance by the Airport of the products, services, menu, and pricing all as reflected on Exhibit E. Concessionaire may not add to, delete from, or serve products not reflected on Exhibit E without the prior written approval of the Director; provided that Concessionaire may add products that are being sold in the same brand stores in Nueces County and delete products that are no longer 13 being sold in the same brand stores in Nueces County lfthere is a conflict between Concessionaire and another lessee about specific items sold, the Director has the sole authority to resolve the conflict appropriately. Subsection 8.2 - Street Pricinll. The City's objective is to achieve and maintain pricing within 15% of street level pricing of that charged by similar facilities in Nueces County for food and beverage products Concessionaire sells to the public at the Airport. Accordingly, Concessionaire warrants and re'presents that Concessionaire, its assignees and sub lessees and its or their employees, agents, business invitees, and officers will adhere to the following: A. Concessionaire's prices will not be more than 15% nigher than those charged by similar facilities in Nueces County, excluding short term promotional or "value" pricing. B. Concessionaire must submit to the Director within 30 days ofthe end of each Lease Year an annual pricing report demonstrating compliance by the Concessionaire of Subsection 8.2 A. The prices for the first twelve months of operation will be based on current street-level prices. The Concessionaire, prior to the effective date of this Lease, must submit a price listing to the Director and identify the businesses and locations used as a basis for the prices to be charged by Concessionaire. The Director may reject the businesses used in establishing street level pricing and require price reductions when he/she determines a lower level street price is reasonably justified. Thereafter, price changes, with the exception of promotions, will be allowed not more often than semi-annually, and only based on adjustments to the prices charged in the non-airport businesses described above, as appropriate. The Director may, but is not required to, grant price increase or decreases at other times if such approval is requested by Concessionaire. Proposed price changes must be submitted in writing to the Director, who may reject any or all of the proposed changes, by written notice to the Concessionaire, in any case where the change is inconsistent with street level prices. Failure to comply with the provisions of this subsection is a material breach of this Lease. Subsection 8.3 - Monitorint, Street Level Pricing Reqmred street level pricing may be monitored by or on behalf of the Airport. Price comparison may be made in Corpus Christi with the comparison being made on a minimum of four product items. If the comparison finds the Concessionmre to be charging more than 15 above the 14 street price for the same or similar items (excluding sales and promotions), then the Concessionaire will be required to reduce prices to the 15% level, lfthe Concessionaire is found by the Airport to constantly charge prices in excess ofwha~ is allowed, then the Airport may collect a penalty equal to 10% of one months' Gross Sales applicable to the month immediately prior to the Director giving Concessionaire written notice of the penalty due. If the Concessionaire, after application of either or both a notice to reduce prices and a rent penalty is later found to again violate street pricing, the City may terminate this Lease by giving 60 days advance written notice to vacate the Premises Failure of the City to exercise its right to terminate this Lease is not a waiver of the City's right to terrmnate at a later date for the same, similar, or continued violation of street level pricing. Subsection 8.4 - Additional Products The Concessionaire must, upon receipt of written demand from the Director, provide for furnishing any services the Director may reasonably determine necessary; provided that the Director' s written request must not cause Concessionmre to breach a t~m of any of Concessionaire's franchise agreements, nor cause an additional capital investment of Concessionaire. ARTICLE 9. DISADVANTAGED BUSINESS ENTERPRISES (DBE) The Concessionaire understands and agrees to the following assurances: It is the policy of the City that DBEs have the maximum practicable opportunity to be awarded Airport conlxacts. The Concessionaire agrees to use good faith efforts to promote this policy through its concession and consumer service progr~xm at Airport. Additionally, the Concessionaire agrees to use good faith efforts to provide maximum opportunity for the consideration and use of DBEs in the contracting, subcontracting and purchasing activities associated with this Lease and to abide by all applicable provisions of the Airport's DBE approved Program and this Lease. Concessionaire further agrees that no person will be excluded from participation in, denied the benefits of, or otherwise discriminated against in connection with the award and performance of any Airport contzact because of race, color, religion, national orig~n, sex, age, handicap, or political belief or affiliation, and as more specifically provided in Subsection 14.05 hereof. Exhibit D attached hereto ~xnd incorporated herein shall provide Concessionaire's program in support of the Airport's policy for DBE. 15 Concessionaire acknowledges that the provisions of 49 CFR, Part 23, Disadvantaged Business Enterprises (DBE), as said regulations may be amended, and such other similar regulations may be enacted, may be applicable to the activities of Concessionaire under the terms of this Lease, unless exempted by smd regulations, and hereby agrees to comply with the Federal Aviation Administration and the U.S. Department of Transportation, in reference thereto. These requirements may include, but not be limited to, compliance with DBE participation goals, the keeping of certain records of good faith compliance efforts, which would be subject to review bythe various agencies, the submission of various reports and, if so directed, the contracting of specified percentages of goods and services contracts to Disadvantaged Business Enterprises. ARTICLE 10. PROHIBITED ACTS AND UNUSUAL RISKS Subsection 10.01 - Prohibited Acts The Concessionaire, its assignees and sub lessees, its or their employees, officers, agents, or business invitees must not knowingly: A. Commit any nuisance on the Premises, or any other portion of the Airport, or do or pm-mit to be done anything which may result in the creation or commission of such nuisance; B. Cause or produce, or permit to be caused or produced, upon the Prc~nises or upon any other portion of the Airport or to emanate there from any unusual, noxious, or objectionable smokes, gases, vapors, or odors; C. Permit to be used or use the Premises for any illegal purpose or for any purpose not expressly authorized hereunder; D. Do or pcmiit to be done anything that may interfere with the effectiveness or accessibility of existing and future utilities systems on the Premises or elsewhere, or do or pcrrmt to be done anything which may interfere with free access and passage in the Terminal Building or in the streets and sidewalks adjacent thereto; E. Do or pcmtit to be done any act or thing upon the Premises or upon any othe? portion of the Airport which will invalidate or conflict with any fire insurance policies covering the Premises or any part thereof, or which, in the opinion of the Director may constitute a hazardous condition, so as to increase the risks normally attendant upon thc op~ations contemplated herein and elsewhere at the 16 Airport; and F. Close any location, change operating hours of any location, or introduce any goods for sale from the Premises not specifically provided for herein without prior written approval from the Director, which consent may be withheld. Subsection 10.02 - Unusual Risks The Concessionaire must. subject to and in accordance with the provisions hereof, make any and all non-structural improvements, alterations, or repairs of the Premises that may be requn'ed, at any time hereafter, of similar users of similar areas by any rule, regulation, requirement, order, or direction of Director or City Manager or other governmental organization with authority to do so, and, if by reason of any failure on the part of the Concessionaire to comply with the provision of this subsection, any fire insurance rate on the Premises or the Terminal Building and improvements thereto is at any time higher than it otherwise would be, then the Concessionaire must pay the Airport, upon demand, that part of all fire insurance premiums paid by the Airport which were charged because of Concessionaire's violation or failure. ARTICLE 11. IMPROVEMENTS Subsection 11.01 - Iml~rovements by the Concessionaire The Concessionaire and its assignees and sub lessees, must not improve any new premises or alter or repair (except emergency repairs) a structure now existing or install any fixtures (other than trade fixtures removable without permanent injury to the Premises or maprovcrncnts thereon) without the prior written approval of the Director. If an improvement, alteration or repair (excluding emergency repairs) is made without such approval, or m a different manner than approved, the City may tm-minate this Lease in accordance with the provisions of Article 18 herein, or upon notice to do so, the Concessionaire will remove the same, or, in the discretion of the Director, cause the same to be changed to the satmfaction of the Director. If Concessionaire fails to comply with the notice, the Director may, in addition to any other remedies available, effect the removal or change referenced above in this Subsection 11.01 and the Concessionaire must pay the cost to the Airport within 30 days of Director's whttcn denaand therefor. All modifications to the Premises and operations must be approved by the TSA prior to any modifications being made. 17 Subsection 11.02 - Initial Iml~rovements bv the Concessionaire Concessionaire has agreed to build out shell space post checkpoint designated as Space 2 on Exhibit A of thc lease and to provide a security wall around Space ] on Exhibit A to convert the current food and beverage premises to pre-checkpoint status. Thc City has agreed to provide funding for the Space 2 build-out in an amount not to exceed $90,000 for planning, design, and construction cost. Thc Concessionaire shall manage the project and shall provide detailed plans and specifications for approval by the Director prior to commencement of any construction. Thc Concessionaire shall provide City with a schedule of work and the estimated completion date of the project. The build out shall be completed and operational by May 31,2005. Thc funds provided by thc City in thc form of a check shall be made payable jointly to the Concessionaire and its contractor of thc project. Dur~ng construction of thc build out, Concessionaire will provide temporary food and beverage service in the Space 1 location as designated on Exhibit A. Once the build out is complete, this space will revcn to the Airport for its usc. Concessionaire has agreed to provide a security wall around Space 1 on Exhibit A and to remove the current security walls at the north and northwest end of the current food and beverage premises to convert this location to pre-checkpoint status. The City has agreed to provide funding for the security wall in an amount not to exceed 5; 15,000 for construction cost. The Concessionaire shall manage the project and shall provide specifications and a work schedule for approval by the Director prior to commencement of construction. Upon completion of this project, any funds remaining may be used for the build out of the shell space as approved by the Director. This project shall be completed by February 1,2005. The funds provided by the City in the form ora check shall be made payable jointly to the Concessionaire and its contractor of the project. Concessionmre has agreed to provide $175,000.00 m capital investment of tables, chairs, equipment, and dbcor to enhance pre and post checkpoint food and beverage locations. An itemized list of the equipment and furnishings provided shall be presented to the Director no later than April 30, 2005. The list shall include serial and model numbers where applicable and proof of payment for the items listed in the report to the Director. City has agreed to provide all remaining City-owned restaurant equipment and fi. anishings for use to the Concessionaire. Concessionaire shall provide the City a list of the equipment the 18 Concessionaire desires to use by thirty (30) days prior to the commencement of operations by the Concessionaire. The Concessionaire shall determine if the equipment or fumiskings requested is operational and if deemed to be non-operational, the City shall decide if the equipment is to be repaired for Concessionaire's use. Subsection 11.03 - Construction Contracts, Liens and Certificate of Oecuoancv Concessionaire and assignees and sub lessees, must include in aH construction contracts entered into, a provision requiring the contractor, or, in the alternative, Concessionaire, to indemnify, hold harmless, defend and insure the City, including its officers, agents, and employees, against thc risk of legal liability for death, injury or damage to persons or property, direct or consequential, arising or alleged to arise out of, or in connection with, the performance of any or all of such construction work, whether the claims and demands made are just or unjust, unless same are caused by the gross negligence or willful act of the City, its officers, agents, or employees. Concessionaire must furnish, or require the contractor to furnish, insurance, as required in Article 15 herein. Concessionaire must include in a construction contract, or subcontract, all provisions required by the Director relating to the operations of the contractor on the Airport; such provisions, must include a Payment and Performance Bond for any work in excess of $25,000 to be performed by Concessionaire or the contractor The Concessionaire must not allow a lien to attach to the Premises or Concessionaire's leasehold interest without prior written approval of the City Manager. Notwithstanding the City Manager' s approval, the City' s fee simple estate in the surface estate burdened by Concessionaire' s leasehold estate must be exempt from such lien, and any lien must contain the following language: "Lender agrees that the lien created by this instrument is effective only as to leasehold estate created by the lease dated the day of ,200 , executed by the City of Corpus Christi, as Lessor, and , as Lessee, and does not affect Lessor's interest, being the fee simple estate burdened by Lessee's leasehold estate." Prior to the commencement of an alteration of a sum greater than that stated above, the Concessionaire or its contractor must furnish the Airport, without expense to the Airport, a surety 19 bond issued by a surety company licensed to transact business in the State of Texas, and approved by the Director, with the Concessionaire's contractor or the Concessionaire as principal, in a sum not less than 100% of the estimated total cost of a contract for an alteration of the Premises or any part thereof. The bond must guarantee prompt payment to all persons supplying labor, materials, provision, supplies and equipment used directly or indirectly by the contractor, subcontractor(s) and suppliers in the work required by the construction contract and must provide for the full performance of the work contracted for by Concessionaire, and must protect the Airport from any liability, losses or damages arising there from. Prior to entering into any contract for construction work, Concessionaire will submit to the Director for approval the name of the contractor and construction manager to whom Concessionaire proposes to award the contract for the construction work or construction management. The Director may approve or disapprove any such contractor or construction manager. Concessionaire further agrees that all construction work to be performed, including all workmanship and materials, will be of first-class quality and will be in accordance with the plans and specifications approved by the Director. As used herein, the t¢m~ "first-class quality" means of the same quality as buildings used or to be used for the same or similar purposes already constructed on the Airport. Concessionaire agrees to deliver to the Director, one set of Mylar "as built" construction plans and one electronic copy of the construction plans that document an improvement or alteration to Premises and to keep said documents current, showing an improvement or alteration by it to the Premises during the Lease. After completing an improvement or alteration to the Premise, Concessionaire must certify to Director that the improvement or alteration was completed according to the approved plans and specifications and complying with all applicable laws, and regulations. The Concessionaire must obtain a Certificate of Occupancy from the City's Building Official before occupying the premises for operations. Concessionmre must not make an improvement or alteration during the Lease without the Director's prior written approval or install any fixtures except trade fixtures, furniture and other items of personal property removable without material damage to the Premises. If the Premises are damaged by such removal, it will be immediately repaired by Concessionaire. 20 The Airport will provide Concessionaire access to mains and utility lines ~vithin the Terminal Building including electric, gas, potable water, sewage, and hot and chilled water and conditioned ak for heating and cooling. The Concessionaire must tie into the mains and the utility lines at locations approved by the D~rector Supplemental air, electrical needs, or other utilities required by Concessionaire in excess of what the Airport customarily provides will be, if approved, provided at the expense of the Concessionaire, including separate meters. All improvements and alterations to the Premises will become the property of the City at the termination of this Lease Subsection 11.04 - lnsoection of Premises An-port representatives may enter upon the Premises at any and all reasonable times during the lease to determine whether Concessionaire is complying with the terms of the Lease, or for any purpose incidental to fights of the City. Subsection 11.05 - Default Durin~ Design and Construction If Concessionaire defaults during the design or construction period of an improvement or alteration, the City may replace the Concessionaire with itself and continue the Concessionaire's contracts with its independent contractors and suppliers. All of Concessionaire's construction contracts or subcontracts will notify its contractors, subcontractors, and suppliers of City's right of substitution. Prior to substitution, the Director will give Concessionaire written notice of the default and the Concessionaire will have 10 days from the date of notice to cure the default. The contracts referenced above in this Subsection will include a provision reading as follows: The Director of the Corpus Christi Intemational Airport, acting for the City of Corpus Christi, has the right, if the City elects to replace Concessionaire with itself, to continue this conlxact between Concessionaire and contractor, upon assuming in writing all the liabilities of Concessionaire under this contract between Concessionaire and contractor, and upon substitution City has all the rights, title, interests, and remedies that Concessionaire has under its contract between Concessionaire and contractor. The City may demand and collect all City' s costs (including suit for damages and cost of litigation and reasonable attorney fees) from Concessionaire incurred in assuming the Concessionake's obligations. Subsection 11.06- Signs 21 The Concessionaire may install and maintain signs on the Premises, subject to the requirements set out below. The Concessionaire further acknowledges the Airport's desire to maintain a high level of aesthetic quality in all concession facilities throughout the Terminal Building. Therefore, the Concessionaire covenants that it will submit to the Dn-ector the size, design, content, construction or fabrication, and intended location of each sign it proposes to install on or within the Premises, and that Concessionmre may install no s~gn without the Director's prior written approval as to the size, design, content, construction or fabrication, and location, which approval will not be unreasonably withheld if the proposal is in compliance with the Airport's criteria governing signage. ARTICLE 12. MAINTENANCE, UTILITIES AND REPAIRS Subsection 12.01 - Trash and Refuse The Concessionaire must arrange for the collection and lawful disposal of all tyash and other refuse resulting from its operation of the Premises. The Concessionaire must provide and use suitable sealed fireproof receptacles approved by the Director for all trash and other refuse generated by the Concessionaire's use of the Premises. Pilmg of boxes, cartons, barrels nr other si~nilar items in, or within view fi-om, a public area are not permitted. Concessionatre must comply with all applicable laws and regulations relative to trash disposal, and Concessionaire must pay the costs associated w~th trash removal and disposal. Alternatively, Concessionaire may use Airport's trash compactor and pay a pro-rata share of all expenses related its use of the trash compactor. Subsection 12.02 - Hazardous Substances Concessionaire covenants to comply with all environmental laws, rules, regulations, orders, and permits applicable to Concessionaire's operations on or in the vicinity of the Airport, including but not bruited to required National Pollutant Discharge Elimination System Permits and all applicable laws relating to the use, storage, generation, treatment, transportation, or d~sposal of hazardous or regulated substances. Concessionaire must not knowingly use, store, generate, treat, transport, or dispose of any hazardous or regulated substances or waste on or near the Airport without the Director's prior written approval and without tirst obtaining all required permits and approvals fi.om all authoritms having jurisdmtion over Concessionaire's operations on or near the 22 An'Port. If Concessionmre determines that a threat to the environment, includingbut not lirmted to a release, discharge, spill, or deposit of a hazardous or regulated substance, has occurred or is occurring which affects or threatens to affect the Airport, or the persons, structures, equipment, or other property thereon, Concessionaire must immediately verbally notify, (1) the Director, (2) the Airport's Public Safety Office, and (3) all emergency response centers and environmental or regulatory agencies, as required by law or regulation. Concessionaire must provide Director with written confirmation of the verbal report within 72 hours. Concessionaire agrees to cooperate fully with the Airport in promptly responding to, reporting, and remedying a threat to the environment, including without limitation a release or threat of release of hazardous or regulated substance mto the drainage systems, soils, ground water, waters, or atmosphere, in accordance with applicable law or as authorized or approved by any federal, state, or local agency having authority over environmental matters. Concessionaire must undertake all required remedmtion and pay all costs associated with Concessionaire's action or inaction that directly or indirectly causes the Airport to fail to materially conform to all then applicable environmental laws, rules, regulations, orders, or permits. The rights and obligations set forth in this Subsection 12.02 survive termination of this Lease. Subsection 12.03 - Transoortinl~ Products, Trash, etc. In transporting products, trash, and refuse associated with operating the food and beverage services concession, the Concessionaire must use only carts, vehicles, or conveyances that are sealed and leak proof and that are equipped with wheels suitable for operating on carpets or other flooring without damage thereto and that are approved by the Director. The Director may require changes in Concessionaire's transporting of merchandise, products, trash and refuse, including time of day transport can occur, and routes of transport. Subsection 12.04 - The Concessionaire's Maintenance Oblil~ations A. Except as set out in Subsection 12.06, thc Concessionaire must maintain the Premises, including fixtures and equipment whether owned by C~ty or Concessionaire, in good appearance and repair, and in a safe condition at its expense. The Concessionaire must maintain, repatr, replace, or pmnt all leasehold improvements on the Premises (including, without limitation, walls, partitions, floors, ceilings, windows, doors, and glass, and all furnishings, fixtures, and equipment therein, whether installed by the Concessionaire or by the Airport). All of the maintenance, repairs, finishing 23 and replacements must be ofqualily at least equal to the oh[final in materials and workmanship. All maintenance, including finishing colors, is subject to the prior written approval of the Director. B. The Director is the sole judge of the quality of Concessionaire's maintenance. The Director may at any time, without notice, enter upon the Premises to determine if Concessionaire is fulfilling the maintenance requirements of this Lease. The Director must notify the Concessionaire in writing, lfthe required maintenance in the Director's notice to Concessionaire is not commenced by the Concessionaire within 5 days a~ter receipt of written notice, or is not diligently prosecuted to completion, the Director may enter upon the Premises and perform the subject maintenance, and the Concessionaire agrees to reimburse the Airport for its cost plus 20% overhead within 30 days after Director's written demand theretbr. C. Concessionaire must immediately correct any hazardous or potentially hazardous condition on the Premises after receipt of notice from the Director. At the Director's discretion, the Concessionaire must close the Premises, or affected portion, until the hazardous or potentially hazardous condition is removed or corrected. Subsection 12.05 - Standards and Oblieations Concessionaire must comply with the maintenance obligations of Article 14 and with all applicable governmental laws, rules, or regulations. Subsection 12.06 - The Airport's Maintenance and Utility Obligations A. The Airport must provide structural mamtenance ofthe Terminal Building, and maintain and repair the exterior walls of the Premises in the Terminal Building. B The Airport,/ts officers, employees, and agents may maintain the utilities within the Premises and enter upon the Premises at all reasonable times to make repairs, replacements, and alterations; provided, however, that the Airport will interfere as little as reasonably possible with Concessionmre's operations. C. The Airport will at all times maintain and operate with adequate, efficient, and qualified personnel and keep the Terminal Building and all its appurtenances in good repair. D. The Airport will provide reasonable access to the Tcxminal Building over roads that are in good and adequate condition for use by cars and trucks and must use its best efforts to maintain uninterrupted access to the Tu~ minal Building at all times over roads open to the public using the 24 Airport. ARTICLE 13. FINANCIAL GUARANTEE Upon commencement of the Short Term Lease Agreement by Concessionaire, the Concessionaire must furnish to the Director, and maintain during the Lease, and any renewal, a Performance Bond or Letter of Credit equal to the greater of.' A) $72,000 or B) the Annual Minimum Rental Fee for the first year of the lease. The Performance Bond must be issued by a surety company authorized and licensed to transact business in the State of Texas, in the face amount as required herein with the City as obligee, and not subject to reduction in coverage or cancellation except after 30 days written notice by certified mail, return receipt requested, to the Director. The surety on the Bond must, by appropriate notation thereon, stipulate and agree that no change, extension of time, alteration or addition to the terms of this Lease, in any way affects its obligations under the Bond, and consents to waive notice of any such matters. In the event of cancellation of the Bond, and Concessionaire's failure to provide substitute financial guarantee first approved by the Director within 15 days from the date of the cancellation, then such failure is a substantml default by the Concessionaire. In lieu of the Performance Bond, the Concessionaire may acquire a letter of ered~t to be held by the City for the term of the Lease in such amount as stated above and in a form approved by the City Manager and City Attorney or his/her designee. ARTICLE 14. STANDARDS OF OPERATION Subsection 14.01 - Hours of Ooeration Concessionaire agrees and represents that a food and beverage location, deerned apart of the Premises, will open at least one hour prior to the scheduled departure of the first flight, and a food and beverage location, deemed a part of the Premises, must remmn open for customers until the last departure in the evening including delayed departures to provide a high level of service to the traveling public. Further, ~y flight delays require Concessionaire to remain open to the public to provide its service until the said flight leaves the gate. Failure to remain open may result in a request that the Concessionaire provide to the Director a written staffing plan to cover future delayed flights. Such plan must be submitted within 10 days of a written request and is subject to approval or modification as deemed necessary by the Director. Upon Director's approval of the plan, the 25 Concessionaire must adhere to it during the Lease Failure to submtt the plan or adhere to it is a default and Concessionaire must pay a fine of $100 for each violation to the Airport within 5 days of notice. Repetitive violations (three or more in any calendar month) may constitute a default of this Lease Failure by the City to declare a default is not a waiver of the City's rights to declare a default for any future violation. The hours of operation may he changed from time-to-time as deemed necessary by the Director any change therein sought by the Concessionaire must be approved in advance in writing by the Director Subsection 14.02 - Mana~,ernent Managing Director - Concessionaire must appoint, subject to approval by Director a Managing Director of Concessionaire's operations at Airport. Such person must be an outstanding, highly qualified, and experienced manager or supervisor of comparable Food & Beverage operations, vested with full power and authority to accept service of all notices provided for in this Lease regarding operation of the concession business herein authorized, including the quahty and prices of foods and beverages and the appearance, conduct, and demeanor of Concessionaire's agents, and employees. The Managing Director must have a duty station or office at or near Airport, and ordinarily be available during regmlar business hours and if he or she is unavailable, a responsible subordinate must be in charge. The Managing Director must inform Director of the telephone/telefax numbers and changes of the local office location. The Managing Director must have the authority to respond to operational day to day issues. Construction, capital expenditure decisions or other high dollar decisions may be made by the Concessionaire. Sales/Marketmg Manager - Concessionaire shall hire a Sales/Marketing Manager to promote the An-port and develop private, group, and corporate events at the Airport. Such person shall be highly qualified and experienced in marketing food and beverage venues and services. This individual will also work with all Concessionaire vendors, including the soda vendor, to provide the Airport with marketing dollars, national pricing, and equipment The Sales/Marketing Manager will promote the Airport to the local community and will work with the local Chamber of Commerce, Convention and Visitor's Bureau, and any other groups that may provide exposure for the Airport. The Airport Marketing/Public Relations staff shall provide assistance to the Sales/Marketing Manager to maximize exposure for the Airport and Concessionaire. A Grand Opening Event will be 26 held to invite the cornmunity to sample the new food and beverage services at the Airport. Subsection 14.03 - Personnel A. The Concessionaire must employ personnel who maintain a high standard of serv/ce to the public. While on or about the Airport all Concessionaire's personnel must be clean, neat in appearance, umfor~nly attired (with appropriate identification badge displaying no less than the Concessionaire and employee name), and courteous at all times. No personnel employed by the Concessionaire may use improper language; act in a lou& boisterous, or otherwise improper manner; or be permitted to solicit business in a manner that is offensive or otherwise unprofessional, while on or about the Airport. B. The Concessionaire must closely supervise its employees to ensure a high standard of service to the public and compliance with this Lease. Whether Concessionaire is fulfilling this obligation will be determined at the sole discretion of the Director. The Concessionaire must discipline employees who act inappropriately or do prohibited acts on or about the Premises and the Airport. If Director notifies Concessionaire of an employee's gross misconduct, Concessionaire will remove that employee from the Airport. C. Concessionaire shall provide wait staffat both pre and post checkpoint food and beverage locations. During the build out of the post checkpoint restaurant, Concessionaire shall provide the same selection of food and beverages as it provides in the pre-checkpoint restaurant. Subsection 14.04 - Menu and Price A. Menu and Price Schedules - Concessionaire's menu mus£ be approved in writing by the Director. During the Lease, Concessionaire may make no changes to the quantity, quality, or price of a menu item without the prior written approval of the Director B. Menu - Concessionaire's proposed menus and all subsequent menus must include a description of each item and the government grade or government quality (if any) for its component item(s). No menu will misrepresent quality or grade of may item. ]f Concessionaire purchases various government grades ora given item, the menu must state the lowest grade wkich it purchases. C. Children's Menu - At Food Court Area locations where patrons maybe seated to eat, the menu must include at least one child's plate and price. D. Publicly Displayed Menu - Prices for each quick food and beverage item sold must be 27 conspicuously displayed on menu boards approved by the Director. The posted prices must not exceed the approved puces for the menu items. If Concessionaire provides individual menus for customers, or places price markers on item displays, those prices must not exceed the approved prices for the items. E. Amendments ma'/be Required - The Director may require any menu to be multilingual and in Braille. The Director may re-evaluate the selection of items during the Lease. The Director' determination that Concessionaire's food or beverage selection is inadequate, or that a price is excessive, or that the quality or quantity of an item is deficient, is conclusive. Concessionaire may discuss the Director's deter ruination of inadequate selection, excessive prices, or deficient quality or quantity. However, if Concessionaire has not cured the deficiency within 30 days after notice from the Director, Director may declare the Lease in default and City may terminate the Lease. F. Quality of Foods and Beverages - All foods and beverages offered for sale by Concessionaire must be of high quality, and comparable to first class food and beverage facilities of a similar type in the Corpus Christi area. The Director shall determine if Concessionaire is providing the quality of food and beverage service acceptable at the Airport. Subsection 14.05 - Nondiscrimination/Affirmative Action A. Thc Concessionaire for itself, its persona] representatives, successors in interest, and assigns, as a part of thc consideration hereof, covenants that: (I) no person on thc grounds of race, creed, color, religion, sex, age, national origin, handicap, or political belief or affiliation will be excluded from participation in, denied the benefits of, or otherwise be subjected to discrimination in the use of the Premises; (2) in the construction of any improvements on, over, or under the Premises and the furnishing of services thereon, no person on the grounds of race, color, religion, sex, age, national origin, handicap or political belief or affiliation will be excluded from participation in, denied the benefits of, or otherwise be subjected to discrimination; (3) the Concessionaire will use the Premises in compliance with all other requirements imposed by or pursuant to 14 CFR Part 152, Subpart E Non Discrimination in Airport Aid Program and Title VI of the Civil Rights Act of 1964 and 49 CFR, Subtitle A, Part 21, Nondiscrimination in Federally Assisted Programs of the Depax tment of Transportation. and as said Title and Regulations may be amended. 28 B. If Concessionaire breaches a non-discrimination covenant, the City may immediately, without notice, reenter the Premises; and the Premises and all Concessionaire's interest therein reverts to the City and its assigns. This provision is not effective until the procedures of Title 49, Code of Federal Regulations, Part 21 are completed, including exercise or expiration of appeal rights. C. The Concessionaire assures that it will undertake an affirmative action program as required by 14CFR Part 152, Subpart E, to insure that no person on the grounds of race, creed, color, religion, sex, age, national origin, handicap, or political belief or affiliation is excluded fi.om participating in any employment activities covered in 14 CFR Part 152, Subpart E. The Concessionaire assures that no person will be excluded on these grounds fi.om participating in or receiving the services or benefits of any program or activity covered by that Subpart. The Concessionaire further agrees to require its covered sub organizations to provide similar assurances to the Concessionaire to undertake affirmative action programs and to require assurances fi.om their sub organizations, as required by 14 CFR Part 152, Subpart E. Concessionaire at its expense will comply with any applicable requirements of the Americans with Disabilities Act (ADA) as it may be amended. Subsection 14.06 - Cash and Record Handlin~ Recluirements A. The Concessionaire must observe cash-handling and record-handling procedures in accordance with sound accounting practices and as necessary to provide timely, accurate reports to the Director. Concessionaire must have a written policy covering accounting and handling of all ~-ansactions relating to food and beverage services sold under this Lease. B. The City, may monitor or test all of the Concessionaire's services and controls. C. Without waiving its n ghts hereunder, where Gross Sales have not been recorded by the Concessionaire, the Concessionaire must pay to the Aii~:~ort the amount which would have been due to the Airport, plus fif~ecn percen~ (] 5%). Subsection 14.07 - Level of Public Service A. The Concessionaire must maintain and operate the Premises in a first-class mm-Lner and keep them in a safe, clean, orderly, and inviting condition at all times. The Concessionaire must provide prompt, courteous, and efficient service adequate to meet the reasonable demand therefor 29 and take all necessary steps to ensure polite conduct on the part of its employees and representatives. Director will detuJmine whether these covenants are being met B. In entering into this Lease, the Concessionaire acknowledges the desire and obligation of the City and the Airport to provide the pubhc and the air traveler high quality merchandise and a high level of public service. Therefore. the Concessionaire covenants to offer for sale fi'om the Premises only high quality food and beverage services. C. During the Lease, the Director may make or authorize a survey of prices being charged for products or services offered like those by the Concessionmre. If the survey demonstrates that any of Concessionaire's prices exceed the Lease price controls, then Concessionaire will pay the cost of the survey within 30 days of the Director's written demand therefor. Subsection i 4.08 - Pa~ing System The Concessionaire may not install any paging/audio system within the Premises without the prior written approval of the Director. Subsection 14.09 - Debit and Credit Cards Concessionaire agrees to accept at least 3 major credit cards and debit cards for purchases. Subsection 14.10 - Makita, Chance for the Public Concessionaire agrees to make change for the public, including both persons making a purchase in the Concession and persons not making a purchase. ARTICLE 15. INSURANCE Subsection 15.01 - Insurance Prior to the Concessionaire's occupancy of the Premises or any part thereof, the Concessionaire must provide and maintain insurance as listed below, naming the City of Corpus Christi as additional insured. The policies must provide that cancellation, non-renewal, or material change must not occur without 30 days advance written not, ce to the Director and City's Risk Manager by certified mail, return receipt requested. Concessionaire must file the Certificate(s) of Insurance with the Director and City's Risk Manager each policy period, and the Certificate must state that coverage cannot be canceled, not renewed, or materially changed without first g~vmg 30 days advance notice to the Director and City's Risk Manager by certified mail, return receipt 3O requested. The Director and City's Risk Manager may review each Certificate for compliance. Concessionaire must make any changes required. 1) Commercial General Liabilitylnsuranceagainsttheclaimsofanyandallpersonsfor bodily injuries, including death and property damage, arising out of the use or occupancy of the Premises by the Concessionaire's officers, employees, agents, guests, patrons, or invitees in the sum of not less than $1,000,000 Combined Single Limit. The insurance must include contractual coverage under the indemnification provisions contained herein, and must be at the Concessionaire's sole cost and expense. 2) Liquor Liabihty coverage must be separately endorsed in the insured's Commercial General Liability policy or by a Liquor Liability policy with minimu.m limits of $1,000,000 Combined Single Limit. 3) Fire and Extended Coverage for an amount equal to the replacement cost of tenant improvements, equipment, supplies, material and inventory. 4) Worker's Compensanon that comphes with state law and Employer's Liability Insurance of $100,000 per occurrence. Prior to any construction or renovation, the current insurance requirements will be reviewed and additional insurance requirements related to the construction activity may be required. The City shall provide for insurance on the equipment that is owned by the Airport at the commencement of the Lease. Subsection 15.02 - lndenmification and Hold Harmless A. GENERAL- Concessionaire must indemnify, hold harmless, defend and insure the City of Corpus Christi, its officers, agents, and employees from and against any and all claims and causes of action, administrative proceedings, judgments, penalties, fmcs, damages, losses, demands, liabilities, or expenses whatsoever (including reasonable attorney's fees and costs of litigation, mediation andJor administrative proceedings) which may be brought, alleged, or imposed against the City, its officers, agents, or employees arising directly or indirectly 31 from or in any way connected with (I) any property damage or loss, personal injury, including death, or adverse effect on the environment arising out of Concessionaire's action or inaction with regard to the operations of the Concessionaire hereunder, including the use or occupancy of the Premises, including but not limited to any negligent act or omission by the City, its officers, agents, or employees, in providing or maintaining utility main lines or hookups, in providing hot or chilled water or air, in providing Airport Terminal Building maintenance, or in providing access to secured areas of the Airport as set out herein, excepting only such liability as may result from the gross negligence of the City, including its officers, agents, and employees; (ii) the failure of the Concessionaire, its agents or employees, to comply with the terms and conditions of this Lease, or to comply with any applicable federal, state, or local laws, rules, regulations, or orders including, but not limited to, any and all federal, state, or local environmental laws, rules, regulations, or orders; or (iii) release of any hazardous or regulated substances or waste onto, into, or from the Premises or other Airport property, connected in any way with Concessionaire's operations or the action or inaction of Concessionaire, its agents or employees, regardless of whether the act, omission, event, or circumstance constituted a violation of applicable law at the time of the occurrence. The rights and obligations set forth in this Paragraph survive the termination of this Lease. B. SPECIAL CLAIMS -- The Concessionaire agrees to defend, at its own cost, and to protect, indemnify, and otherwise hold harmless, the City, including its officers, agents, and employees (including but not restricted to the posting of bond and release of attachment) from and against any and all claims in any way arising out of or in connection with the construction, repair, or maintenance work 32 undertaken hereunder by, through or on behalf of Concessionaire or its assignees and sub lessees, or arising out of or in connection with the operation of the concession under this Lease, including but not restricted to attachments, liens or levies, and whether or not the claim is meritorious, made, fded or asserted by any party other than the Concessionaire against the City, including its officers, agents, and employees or the Premises or improvements thereon or part thereof, or monies owing to the Airport. C. Notice -- Notwithstanding the above indemnifications, the Concessionaire must g/ve the Director and the City's Risk Manager notice of any matter covered hereby and forward to the Director and the City's Risk Manager copies of every demand, notice, summons, or other process received in any claim or legal proceeding covered hereby within 10 calendar days of Concessionaire' s receipt of said notice, demand, summons, etc. D. Immunity Waiver -- The Concessionaire, ifa charitable association, corporation, entity, or individual enterprise having or claiming an immunity or exemption (statutory or otherwise) fi-om and against liabihty for damage or injury to property or persons, hereby expressly waives its right to plead defensively the immunity or exemption as against the City, including its officers, agents, or employees, as the case may be. Subsection 15.03 - Damage and Destruction A. If all or a portion of the Premises are partially damaged by fire, explosion, the elements, public enemy, or other casualty, but not rendered untenable, the same will be repaired with due diligence by the Airport at its own cost and expense, subject to the limitations set forth herem. If the damage is caused by the negligent act or omission of the Concessionmre, its assignees, sub lessees, agents, or employees, the Concessionaire must mamediately reimburse the Airport for the cost and expenses incurred m the repair. B. If such damages are so extensive as to render all or a portion of the Premises untenable, but capable of being repaired in 30 days, the prermses may be repaired with due diligence by the Airport at its own cost and expense, subject to the limitations as set forth herein, and rentals and fees payable hereunder will be reasonably abated in whole or m part depending on the amount and nature 33 of the Premises rendered untenable, from the time of the damage until the t~me the affected Premises ore fully restored and certified by the City's Building Official or Airport's Engineer, as applicable, as ready for occupancy; provided, however, that if the damage is caused by the negligent act or omission of the Concessionaire, its assignees, sub lessees, agents, or employees, the rentals and fees will not abate and the Concessionaire must reimburse the Airport for the cost and expenses incurred in the repair within 30 days after the Director sends Concessionmre a bill. C. If all or a portion of the Premises are completely destroyed by fire, explosion, the elements, public enemy, or other casualty, or so damaged that they are untenable and cannot be replaced for more than 30 days, the Airport has no obligation to repair, replace, and reconstruct the affected Premises, and rentals and fees payable hereunder abate as to the part of the Premises destroyed from the time of the damage or destruction until the affected Premises are fully restored. If the Premises are not repaired or reconstructed within 12 months the Concessionaire may cancel this Lease for the affected Premises. Notwithstanding the foregoing, if all or a portion of the Premises are completely destroyed as a result of the negligent act or omission of the Concessionaire, rentals and fees will not abate and the Airport may, in its discretion, reqmre the Concessionaire to repair and reconstruct the affected Premises within 12 months of the destruction and pay the costs therefor; or the Airport may repair and reconstruct the affected Premises within 12 months of the destruction and the Concessionaire must reimburse the Airport for the costs and expenses incurred in the repair within 30 days after Dtrector sends Concessionaire a bill. D. The Airport's obligations to repair or reconstruct the affected Prermses under Subsections 15.03(A),(B), and (C), to the same extent and of equal quality as existed ~mmediately preceding the start of the Lease. Replacing and redecorating Concessionaire's improvements and replacing Concessionaire's furmture, fixtures, equipment, and supplies are the responsibility, and at the sole cost of, the Concessionaire and any replacement, redecoration mad refurnishing or re-equipping must be of equivalent quality to that originally installed. Subsection 15.04 - Damalle or Destruction of Leasehold Iml~rovements If Concessionaire's alterations are destroyed or damaged, they must be repaired or replaced by the Concessionmre whether the damage or destruction is covered by insurance, if the Lease has not been canceled. If, after restoration by the A~rport under Subsection 15.03, the Concessionaire 34 fails to repair or replace the damaged alterations subject to a schedule approved by the Director, and if the Lease has not been canceled, the Airport may make the repairs or replacements and is entitled to reimbursement from any insurance proceeds covering the loss. If the insurance proceeds are insufficient to cover the cost of the repair or replacement, the Concessionatre must pay the Airport the difference within 30 days after City's receipt of said insurance proceeds. ARTICLE 16. PREMISES AND SERVICES ACCEPTANCE AND REFURBISHMENT Subsection 16.01 Premises Accepted The Concessionaire unequivocally agrees to accept the Premises in their then-existing condition. The Airport is not obligated to provide any additional improvements or services (including any utilities or telephone service) on or to the Premises during the Lease other than those stated in Subsection 12.06 and Subsection 11.02. Subsection 16.02 - Refurbishment After commencement of the fifth year of operation, Concessionaire must rekn-bish the Premises. The refurbishment must include, but ~s not limited to, all refinishing, repair, replacement, repainting and recarpeting, if applicable, necessary to keep the Premises in first class condition. The Concessionaire will submit its plans to the Director for review and approval within 90 days following the begnnning of the fifth year of operation, and each fifth year thereafter. ARTICLE 17. RELOCATION The Director may require the Concessionaire, ~ts subtenant(s), successors or assigns to vacate or relocate all or part of the Premises upon first giving written notice to the Concessionmre. The notice must ~dent~fy that portion of the Premises to be vacated or relocated and the date the Concessionaire must vacate (the "Relocation Date"). The Airport will work with the Concessionaire to locate replacement Concession space within the Terminal of the approximate size of the Premises taken. However, the Concessionaire is not obligated to accept replacement Concession space. Airport has no obligation or liability to pay any moving cost or any claim for lost revenues or profits associated with the relocation or removal of 35 Concession space from the Concessionaire's Premises. ARTICLE 18. CANCELLATION - TERMINATION Subsection 18.01 - Cancellation bv the Concessionaire Without limiting any of City's other rights or remethes this Lease may be canceled by the Concessionaire at any time after the happening, and during the existence, of one or more of the following events: A. The pcmtanent abandonment of the Airport or the permanent removal of all certificated passenger airline service from the Airport; B. The lawful assumption by the United States Government, or any authorized agency thereof, of the operation, control, or use of the Airport, or any substantial part or parts thereof, that substantially restricts the Concessionaire from operating for at least 150 days; C. The issuance by any court of competent jurisdiction of an injunction that prevents or restrains the use of the A~rport, that continues for at least 150 days; D. The default by the Airport in the performance of any covenant and the failure of the Airport to remedy the default for 60 days after receipt from the Concessionaire of whtten notice to remedy the same; and E. Failure of the Airport to repair and reconstruct the Premises, in accordance with Subsection 15.03 hereof, after the Premises are completely destroyed by causes described therein. F. Relocation ofthe Concessionaire's operations by Airport to an unacceptable location as deterrmned by Concessionaire. Subsection 18.02 - Termination by the City Without limiting any other rights and remedies to which the City may be entitled at common law, statutory law, or as elsewhere provided in this Lease, this Lease may be tcmlinated by the City if Concessionaire: A. Is in arrears m paying a part of the rent, fees, or charge for 10 calendar days, or such other time as may be provided herein. The 10 calendar days commence on writlen notice from the Director to the Concessionaire of the default B. Makes a general assignment for the benefit of crethtors: 36 C. Abandons the Premises or any part thereof; D. Files a voluntary petition in bankruptcy; E. Defaults on indebtedness to any Lender with a security interest on any of Concessionmre's personal property at the Premmes; F Has food or beverage service that does not meet the standards for quality set out herein, and fails to cure the default within 20 days of receipt of written notice from the Director; G. Otherwise defaults in the performance of any of Concessionaire's covenants, including all terms, covenants, and warranty representations contained m Concessionmre's Proposal, and continues the default for 30 days, or such other time as may be provided herein, after receipt of written notice from the Director of the default. If the default is such that ~t cannot be cured within 30 days or such other times may be set out in the notice of default, the Concessionaire is deemed to have cured the default if it within the applicable period commences performance and thereafter diligently prosecutes the same to completion. Subsection 18.03 - Right of Entry Ul~on Termination If the City terminates the Lease or if Concessionaire abandons the Prc~mises, the City may enter upon the Prernises. In the event, the Concessionaire hereby irrevocably appoints the City Manager its agent to remove any and all persons or property from the Premises and place any property in storage for the account of and at expense of the Concessionaire. All property on the Premises is hereby subjected to a contractual landlord's lien to secure payment of delinquent rent and other sums due and unpaid under this Lease, any and all exemption laws are hereby expressly waived in favor of such landlord's lien; and it is agreed that such landlord's lien is not a waiver of any statutory or other lien given or which may be given to the City but is in addition thereto. Concessionaire agrees that if it defaults the City Manager may, on 30 days prior written notice, sell Concessionaire's property found on the Premises at a public or private sale with proceeds of the sale applied first to the cost of the sale, then to the cost of storage of the property, if any, and then to the indebtedness of Concessionaire, with the surplus, if any, to be mailed to Concessionaire at the address herein 37 desigmated. If City terminates and reenters the Premises, the City may relet the Premises mad ifa sufficient sum is not realized, after paying expenses of the relett~ng, to pay the rent and other sums agreed to be paid by the Concessionaire, the Concessionaire agrees to pay any deficiency withm 30 days of Director' s written demand therefor. The Concessionaire further agrees to hold harmless from and indemnify the City including its officers, agents, and employees against any loss or damage or claim arising out of the City's action in collecting monies owed it under this paragraph, except for any loss, damage, or claim caused by the negligence or willful misconduct of the City or its employees. Subsection 18.04 - Notice of Termination If an event of default occurs, and after due notice the defaulting party has failed to cure, the complaining party may at any time after the expiration of any cure period, and if the default has not been cured, terminate this Lease by notice m writing. The lease will be terminated on the date specified in the notice but not less than 5 calendar days from mailing the notice. Rental payments are payable only to the date of termination. ARTICLE 19. AIRLINES IMPACT The City makes no warranty, promises, or representations as to the economic viability of any Concession location. Passenger counts, passenger flows, and other customer traffic is in the most part a product of airline schedules and gate utilization. Further, FAA and TSA roles and regulations governing security and emergency situations may restrict access to portions of the Terminal Building. It is accordingly agreed: 1. Concessionaire must provide first-class service, operate clean facilities, stock during non-peak hours, maintain adequate staffing level, maintain suffic/ent hours of operation, and meet the needs of the traveling public in a professional and businesslike manner; 2. Recobmizmg that the airline industry is subject to change in operations and passenger service, it is the City's objective to retain a flexible concession program to meet the needs of its airline tenant's passengers. The Concessionaire may be required fi.om time-to-time to participate in airline related promotions and services that are approved by the D~rector. No such promotion or service will be imposed on the Concessionaire unless the same 38 includes at minimum the following criteria: a. The promotion or service is reasonably anticipated to generate additional Gross Sales for the Concessionaire; b. Expenses directly associated w~th the promotion or service are not paid by the Concessionaire; and c. The arrline tenant contracts to reimburse the Concessionaire in a timely rammer for auditable costs incurred including the agreed upon value of goods and services of the Concessionaire made a part of the promotion or services. ARTICLE 20. PROPERTY RIGHTS UPON EXPIRATION OR TERMINATION Upon early termination of this Lease, the Concessionaire may remove all removable furniture and equipment owned by the Concessionaire, if the Concessionaire removes same within 5 calendar days after t~mtination or expiration of the Lease. Concessionaire must provide a list of all furniture and equipment to be removed by Concessionaire and at~ach proof of ownership of furniture and equipment to be removed. Any damage to the Premises caused by Concessionaire's removal of its property must be repmred within 15 calendar days after termination or expiration of the Lease by Concessionaire and at Concessionaire's expense, and to the satisfaction of the Director. Notwithstanding the foregoing, if thc Concessionaire fails to remove its removable furniture and equipment within 5 calendar days fi.om the date of termination or expiration of this Lease, then the City Manager may, at his/her option, take title to the said personalty and sell, lease or salvage the same, as pcmfitted by law. Any net expense the City Manager incurs in behalf of the City in disposing of the personalty must be paid by Concessionaire within 10 calendar days of the City Manager's written demand therefor. Upon expiration of this Lease, all furnishings and equipment become the property of the Airport and Concessionaire shall have no rights to any fi.tmishings or equipment upon the Premises. ARTICLE 21. HOLD OVER Any holding over by the Concessionaire of the prerruses after the expiration or other 39 termination of this Lease operates as a tenancy at sufferance, with the t~tm to be on a daily basis, with all rental payments provided herein prorated by the day, and the Concessionaire agrees to surrender the Premises upon 24 hours written notice. Failure to timely surrender Premises following notice subjects the Concessionaire to a daily hold over fee of $500 for each day of delay. ARTICLE 22. REDELIVERY OF PREMISES Upon expiration or tc~mination of this Lease, Concessionaire must deliver the Premises to the City peaceably, quietly, and in as good order and condition as the same now are or may be hereafter improved by the Concessionatre or the City, reasonable use and wear thereof and damage by casualty, which damage Concessionaire is not required to repair or restore, excepted. In addition to landlord's lien provided by the law of the State of Texas, the An-pOrt has a contractual lien on all property of the Concessionaire on the Premises as security for non-payment of rent. ARTICLE 23. ASSIGNMENT AND SUBLEASE - PROItlBITED Except as explicitly set forth in this Article 23, the Concessionaire must not assign, sublet, sell, convey, transfer, mortgage, or pledge this Lease or any part thereof without the prior written consent of the City. Any restrictions which form a part of any written consent granted must be incorporated into a written instrument and form a part of this Lease. Due to the significance of this Lease and the nature of the services to be provided hereunder, the City may withhold consent. The Concessionaire must not use, or permit any person to use, the Premises, for anypurposes other than a food and beverage concession. If Concessionaire merges, consolidates, acquires, affiliates, or associates with any other person, company, corporation or other entity, or in any manner whatsoever either is bought out or buys out another person, company, corporation or other entity, and such merger, consolidation, affiliation or association results in a change of control or management of the operations authorized herein, then m that event, such merger, consolidation, affiliation, or association will be considered by the City as an Assignment of this Lease by the Concessionaire which requires the prior approval of the City and any such merger, consolidation, affiliation or association without such consent is violation of this Article, and subjects this Lease to termination under Article 18 of this Lease. 40 ARTICLE 24. NOTICES All notices required or permitted to be given hereunder shall be given either by hand delivery or by regular United States certified mail, postage prepaid, addressed to the following: IF TO CITY: Corpus Christi International Airport Director of Aviation 1000 International Drive Corpus Christi, Texas 78406-1801 IF TO CONCESSIONAIRE: Amarillo Sports Services, Inc., dba Game Time Food and Beverage Services, Inc. President 355 W. Dundee Rd., Ste. 205 Buffalo Grove, IL. 60089 Either party may change its address for purposes of this paragraph by written notice similarly given. ARTICLE 25. TAXES AND LICENSES The Concessionaire must pay all taxes of whatever character, mcluding ad valorem and intangible taxes, that may be levied or charged upon the Premises, leasehold improvements, or operations hereunder and upon the Concessionmre's rights to use the Premises. The Concessionaire must pay any and all sales taxes arising in connection with its occupancy or use of the Premises whether the taxes are assessed against the Concessionaire or the City. The Concessionaire must obtain and pay for all licenses or permits necessary or reqmred by law for the construction of improvements, the installation of equipment and furmshings, and any other licenses necessary for the conduct of its operations hereunder. As the Concessionaire's use of the Premises includes selling food and drinks which may include alcoholic beverages, failure of Concessionaire to timely obtain 41 and maintain any license necessary fi.om any applicable governing agency, ~ncluding the City/Nueces County Health Department and the Texas Alcoholic Beverage Commission, for the sale of liquor, beer and wine from the Premises, is grounds for the City to cancel this Lease upon 30 days written notice and without liability to the City. ARTICLE 26. AGENT FOR SERVICE OF PROCESS It is expressly agreed if the Concessionaire is not a resident of the State of Texas, or is an association or partnership without a member or partner resident of the State, or is a foreign corporation, then the Concessionaire designates the Secretary of State, State of Texas, its agent for the service of process in any court action between ~t and the Airport arising out of or based upon this Lease and the service may be made as provided by laws of the State of Texas for service upon a nonresident. It is further expressly agreed that if for any reason service of process is not possible, and as an alternative method of service of process, the Concessionaire may be personally served with process by the certffied mailing of the complaint and the process to the Concessionaire at the aclclress set out in this Lease and that the service constitutes valid service upon the Concessionaire as of the date of mathng, and the Concessionaire has 30 days from date of mailing to respond. It is further expressly agreed that the Concessionaire is amenable to and hereby agrees to the process so served, submits to the jurisdiction and waives any and all objections and protest thereto, any laws to the contrary notwithstanding. ARTICLE 27. R1GHT TO AMEND In the event that the FAA, or its successors, requires modifications or changes in tiffs Lease as a condition precedent to the granting of funds for the improvement of the Airport, the Concessionaire agrees to consent to the amendments, modifications, revisions, supplements, or deletions of any of the terms, conditions, or requirements of this Lease as may be reasonably required to obtain the funds; provided, however, that in no ev~t will the Concessionaire be required, pursuant to this paragraph, to increase the rent provided for hereunder or to a change in the use to which the Concessionaire may put the Premises, or to accept a reduction of the size or a relocation of the Premises, until Concessionaire and the City have met to renegotiate in good faith any tm-ms or 42 conditions of this Lease affected by such actions. ARTICLE 28. RIGHTS-OF-WAY, EXCLUSIONS AND LIMITATIONS Subject to preserving the Concessionaire's rights and obligations under this Lease, rights-of- way and other space over, under, or on the Premises necessary for heating, ventilation, air conditioning, utilities, and other reasonable building services are excluded from the Premises. ARTICLE 29. GENERAL PROVISIONS Subsection 29.01 - Nondiscrimination Statement This Lease is subject to the requirements of the U.S. Department of Transportatioffs regulations, 49 CFR Part 23, Subpart F. The Concessionaire agrees that it will not discriminate agmnst any business owner because of the owner's race, color, national origin, or sex in connection with the award or performance of any concession agreement, management contract or subcontract, purchase or lease agreement, or other agreement covered by 49 CFR Part 23, Subpart F. Subsection 29.02 Mineral Ri~.hts It is agreed that all water, gas, oil and mineral fights in and under the soil beneath the Premises are expressly reserved by the City. Subsection 29.03 No Waiver of Forfeiture Any failure or neglect of the City Manager or the Concessionmre at any time to declare a forfeiture of this Lease for any breach or default whatsoever hereunder does not waive the City's right thereafter to declare a forfeiture for like or other or succeeding breach or default. Subsection 29.04 Force Majeure Neither the City nor the Concessionaire are violating this Lease if it is prevented from performing any of the obligations hereunder by reason of strikes, boycotts, labor disputes, embargoes, shortage of material, acts of God, acts of the public enemy, acts of superior governmental authority, weather conditions, floods, riots, rebellion, sabotage, or any other c/rcumstances for which it is not responsible or which is not in its control; provided, however, that these provisions do not apply to Concessionaire's failure to pay the rentals and fees herein specified. Subsection 29.05 Ouiet Eniovment 43 The C~ty covenants that it has good right and lawful authority to execute this Lease, that at the commencement of the tut m hereof, the City has good title to the prermses and that throughout the term hereof, the Concessionaire will have, hold, and enjoy peaceful and uninterrupted possession of all of the Premises subject always to its payment of Rentals and other charges and to its performance of the covenants of the Lease. Subsection 29.06 Rules and Rel!ulations The Director may adopt and enforce Rules and Regulations, to be uniformly applied to similar uses and users of similar space, which Concessionaire agrees to observe and obey with respect to the use of the Premises and the Airport, and the health, safety and welfare of those using the Premises and the Airport. Subsection 29.07 Headings The titles and headings contained in this Lease are used only to facilitate reference, and in no way define or limit the scope or intent ora provision of the Lease. Subsection 29.08 Venue Venue of any action brought under this Lease lies in Nueces County, Texas, exclusively, where the Lease was executed and will be performed. Subsection 29.09 Successors and Assigns Subject to the limitations upon assignment and transfer herein contained, tiffs Lease binds and inures to the benefit of the parties hereto, their respective successors and assigns. Subsection 29.10 No Third Part~ Benefit No provision of this Lease creates a third par~y claim against the City of Corpus Christi, the Airport, or the Concessionaire, beyond that which may legally exist in the absence of any such provision. Subsection 29.11 - Comoliance with Laws Concessionaire must promptly observe, comply with, and execute the provisions of any and all present and future governmental laws, ordinances, rules, regulations, requirements, orders and directions. Failure to observe or comply with the aforementioned laws will subject this Lease to cancellation by the City under Article 18 of the Lease. If Concessionaire or any of its principals are convicted of any crime involving moral turpitude, a final conviction will be grounds for terminating the Lease. Subsection 29.12 - Mediation As a prerequisite for filing suit, or prematurely ending this contract, the Concessionaire and the Airport agree to first submit all disputes to non-binding mediation. Mediation will take place before an impartial mediator chosen by both parties located in Nueces County, Texas, unless the Parties mutually agree to undertake mediation in another jurisdiction. IT IS UNDERSTOOD BY THE CONCESSIONAIRE THAT MEDIATION IS A PREREQUISITE FOR FILING SUIT ON ANY DISPUTE ARIS1NG UNDER THIS CONTRACT. Subsection 29.13 - Attorney's Fees Should it become necessary for the Concessionaire or City to commence legal proceedings to collect rent, to recover possession or enforce any other provision of the Lea.se, the Concessionaire agrees to pay all legal costs m connection therewith, including a reasonable sum of attorney's fees. Subsection 29.14 - Publication Costs Concessionaire agrees to pay the costs of newspaper publication of this Agreement and related Ordinance as required by the City Charter. Subsection 29.15 - Entire Agreement This Agreement, together with the conditions set forth in the Request for Proposals and related documents, the information submitted by Concessionmre as part of its proposal and the exhibits attached hereto, constitute the entire agreement between the parties hereto with respect to the subject matter hereof, and any other prior agreements, representations or statements made with respect to such subject matter, whether verbal or written, are merged herein. In the event of a conflict between the Request for Proposals and this Agreement, the provisions of this Agreement shall control. 45 Signed in duplicate this the , day of ATI'EST: 2004. CITY OF CORPUS CHRISTI Gefi6~ge ~. Noe, City. Manager APPROVED AS TO LEGAL FORM THIS f,~ D~Y OF ~A°s shes ~n~ ~itk~ '~:1 c Ney / For City Attorney ,2004 ~ cmu~c~t ....... ,.~ ~_L~ LESSEE: Amarillo Sports Services, lnc~ dba Game Time Food and Beverage Services, Inc. Brian Klassman, President 46 EXHIBIT A - PREMISES EXHIBIT A 4? O~ EXHIBIT B - CARGO FACILITY DOCK DELIVERY AREA q 48 EXHIBIT C - SCHEDULE OF MINIMUM RENTAL FEE AND PERCENTAGE RATE BY LEASE YEAR Lease Monthly Percentage Mmimum Monthly Year Rate Rental Fee 1-2005 * See Scale Below $6,000.00 2-2006 See Scale Below $6,000 00 3-2007 See Scale Below $6,300.00 4 2008 See Scale Below $6,300.00 5-2009 See Scale Below $6,615.00 6-2010 See Scale Below $6,615.00 7-2011 See Scale Below $6,945.75 8-2012 See Scale Below $6,945.75 9-2013 See Scale Below $7.293.04 10-2014 See Scale Below $ 7,293.04 11-2015 ** See Scale Below $7,293 04 *Percentage Rel~t for Year 1-2005, Feb - June $291,667.00 up to $375,000 00 12% $375,000.01 up to $500,000.00 15% above $500,000.00 17% *Percentage Rent for Year 1-2005, July - Dec 5350,001.00 up to $450,000.00 12% $450,000.01 up to $600,000.0'0 15% above $600,000.00 17% Monlhlv Percentage Rent for Years 2-2006 - 11-2015 2014 $58.333.00 up to $75,000.00 12% $75,000.01 up to 5100,000.00 15% above $100,000.00 17% Annual Percenta~,e Rent for Years 2-2006 -10- $700,0~1.00 up to $900,000.00 5900,000.01 up to $1,200,000.00 above $1,200,000.00 12% 15% 17% **Annual Percentage Rent for Year 11-2015. Jan - Aor[I $175.000.00 up to $225.000.00 12% $225.000.01 up to $300.000.00 15% above $300,000.00 17% All Percentage Rent is retroactive to the first dollar of roles Example: Monthly Gross Revenue in Feb, 2006 - $90,000.00, Monthly Payment Due - $13,500.00 49 EXHIBIT D - CONCESSIONAIRE'S PROGRAM SUPPORTING AIRPORT'S DBE POLICY Amarillo Sports Services, Inc. dba Game Time Food and Beverage Services, Inc. is committed to working with small business owners within the local community. We agree to use good faith efforts to promote the policy of the City that DBE's have the maximum oppommity to be awarded Airport contracts, subcontracts, and purchasing activities through our Concession contract. In addition, no person will be excluded from participation in, denied benefits of, or otherwise discriminated agaYmst in connection with the award and performance of any Airport contract because of race, color, religion, national origin, sex, age, handicap or political belief or affiliation. Our goal is to partner with local food and beverage restaurants and vendors to provide your customer with a taste of the local community. Customers have a sense of comfort in entering a venue where the food and beverage is recognizable. Game Time is w~lling to accept all conditions and general tutms of the RFP. 50 EXHIBIT E - MENUS AND PRICING (Preliminary Menus- To Be Replaced with Final Version prior to Beginmng Operations) IJf/elcorne to Corpus Christi International Airport Cantina Full service menu & bar service Meeting rooms available II 51 Our ~ri!! oMers a of Sandwirhes SBurgerx! Des~ert5 53 Beveruge~ 54 HANGARS FUN FOODS & LYBATIONS Fun Foods Individual P~zza .............................................. $4.00 Chicago Style Hot Dog ...................................... $2.00 Jumbo Hot Dog .............................................. $3.00 Fresh Made Sandwiches ...................................... $5.50 (accompanied ~lb chips & pa~a salad] Nachos with melted cheese ................................... $2.75 Nacho Supreme (Salsa) .................................... $4.00 Soft Pretzels ...................................................$2_00 Gourmet Pretzels .......................................... $2.75 Assorted Vegetables with dipping sauces .................. $3.00 Fresh Fruits ....................................................$.75 Soft Drinks Small ..........................................................$1.25 Large ........................................................... $2.00 Coffee, Hot Tea or Hot Chocolate ........................... $1.50 Milk ......................................................... $1.50 Lemonade ..................................................... $2.00 Ice Tea ......................................................... $1.50 Libations Domestic Can Beer ........................................... $3.00 Lmported Can Beer ......................................... $3.50 56 Domestic Bottled Beer ................ $3 50 Imported Bottled Beer ...................................... [$4.00 Standard Brand Liquor ..................................... $4.00 Call Brand Liquor .......................................... $5.00 Wine-By-The-Glass ....................................... $4.00 BREAI~FAST ITEMS Bottle Juices and Water ..................... $2.00 Mexican Flair Breakfast Items ............... $2.50 A~sorted Pastries ........................... $1.50 57 CATERING MENU Ge~meTl'me Corpus Christi International Airport 58 BRIEAKFAST BUFFET CONTINENTAL $6.95 Assorted chilled fruit juices, freshly baked mLrhqns, sweet rolls and breakfast breads with butter, freshly brewed coffee, decaffeinated coffee and gourmet teas, BAGEL BREAK $7.95 Assorted chilled fruit juices, seasonal fresh fruit, fresh bagels, vadous flavored cream cheeses, fruit preserves, freshly brewed coffee, decaffeinated coffee and gourmet teas, EXECUTIVE $8.95 Assorted chilled fruit juices, freshly baked muffins, sweet rolls, assorted fresh bagels, vadous flavored cream cheeses, fruit preserves and whipped butter, freshly brewed coffee, decaffeinated coffee and gourmet teas. THE HEARTLAND $9.95 Assorted chilled fruit juices, fluffy scrambled eggs, apple wood smoked bacon, breakfast potatoes, biscuits and sausage gravy, freshly brewed coffee, deeaffeinated coffee and gourmet teas. INTERNATIONAL BUFFET $10 95 Chilled fruit juices, French toast and waffles with warm maple syrup, hash brown potatoes, apple wood smoked bacon, link sausage, assoded breakfast cereals, fresh brewed coffee, hot tea and milk. FREEDOM TRAIL $11.95 Assorted chilled fruit juices, seasonal fresh fruit with yogurt dipping sauces, assorted bakew items, fluffy scrambled eggs, apple wood smoked bacon, sausage links, freshly brewed coffee, decaffeinated coffee, gourmet tees and milk· ALL AMERICAN BUFFET $11,95 Chilled fruit juices, cheese omelets, breakfast potatoes, fresh fruit bowl, ham steaks, cinnamon rolls and mini mLrffins, assorted cereals, fresh brewed coffee, gourmet teas and milk. 59 MEETING PLANNING MADE EASY PRE~MEETI]NG BREA.KF~T Assorted chilled Frmt juices, Freshly baked muffins, swee~ roUs, breald-ast bread& butter, freshly brewed coffee decaffeinated coffee and gourmet teas. MID-MORNING BREAK Freshly brewed coffee and decatteinared coffee, a selection of gourmet teas, assorted toff drinks and bottled water AFTERNOON BREAK Fresh[3, baked cookies and brownies, Freshly brewed coffee and decaffe/nared coffee, a selection of gourmet teas and ~ssorted soft dnnks $11.95 PER PERSON 60 CorptJs Christi Intern,l~icmal Airport Freshly baked muffins Freshly baked bagels Freshly baked coffee cakes Gourme[ Dutch pastxies A LA CARTE $18.95 per dozen $19.25 per dozen $18.95 per dozen Market price Freshly baked croissants Assorted mini pastries Fresh shced seasonal fruit Assorted yogurt $18.95 pe~dozen $16.00per dozen $275 per penon $1.50 per piece Assorted dry cereals w4th milk $2.50 per person Mue~hx with fresh bemes $3,25 per person Chilled fruit juices Fresh whole rrulk Coke, Diet or Sprite 12 oz, Dasani bottled water Bottled Sports Drink~ Fresh coffee Fresh decaf enffee Selecuon of gourmet teas Gourmet coffee BEVERAGES $795 per hter $2.00 per piece $1.50 per p~ece $1.50 per piece $2.25 per piece $17.95 per gallon $17,95 per gaUon $9.95 per gallon $20.95 per g-alton AFTERNOON Potato chips (serves 20) $16.50 Popcorn (serves 20) $16.50 DW snack m~x (sen'es 20) $19.50 Assorted freshly baked cookies $11.95 per dozen Freshly baked brownies $11 95 per dozen Granola bars $I795 per dozen Chocolate dipped fresh fruits $295 per person 61 TI-[E GULF COAST BRUNCH Chilled fruit )uice Seasonal fresh Ikmt display Freshly baked muffins, assorted dardsh &ad croissants Scrambled eggs w/ffi tomato, scallions, fresh herbs Seasoned breakfast potato~ Breakfast sausage links or crisp smoked bacon Roasted breast of turkey or Bourbon-honey gIazed ham Hunters chicken vath vdld mushrooms Saffron Rice Bouquet of seasonaJ vegetables Dessert display featuring Cooldes, brownies, mini cheesecakes mad assorted gourmet desserts Freshly brewed coffee, decaffemared coffee and a selection of gotrmaet teas $16.95 A minrmum of SD gue'~ mq~i~xl/or branch. Guaranteed numbers xeqmred thr~ bu~iue~,s days prior to fu:nrtion. 62 BIGGEST LITTLE BRUNCH IN THE WORLD Chilled fruit juice Seasonal flesh fruits and bemes Freshly baked muffins and breakfast breads Fluffy scrambled eggs Grilled ham, crisp bacon, green peppers, tomatoes, mushrooms Colby cheddar cheese and S'adss cheese Baked cinnamon French toast v,4th Vermont mapIe syrup Breakfast sausage links and crisp smoked bacon Seasoned breaJffast potatoes Chef carved prime nb with au jus and horseradish cream Ckicken picatra Wild r/ce pilaf Bouquet of seasonal vegetables Che~ selecnon of desserts Freshly brewed coffee, decaffeinated coffee mad a selection of gourmet teas $19 95 A minimum of 50 gues~ required for bra~cla Guaramccd nun~zrs required tl~me business days prior to f~ncrlon. 63 DELI BOARD All sandwiches are served w~th pickle spear and your choice of baby red potato salad, potato chips, creamy coleslaw or p~.sta s~lad. ITALIAN GRINDER $8.95 Salami, pepperom, capicola and Provolone cheese drizzled with Irahan dressing served w/Eh Ietmce, tomato, red onions on Italian bread_ HOMESTYLE SALAD CROISSANT $9 95 Choice of chicken salad, tuna salad, or egg salad served with lettuce, tomato and red on/om on a flaky cmiss,a~t GRrLLED CHICKEN SAND~,rlCH $9.95 Grilled chicken and cheddar cheese served on a fresh Kaiser roll with lettuce, tomato and red onion. CI-rEF' S SUB $9.95 Thi~Iy sliced smoked turkey, ham, roast beef and Swiss cheese served with shredded lettuce and tomato on freshly baked French bread 1LE LrB EN SANDWICH $/0,95 Slow cooked corned beef, sliced thin and piled on marble rye bread wSth Swiss cheese, sauerkraut and Russian dressing PHiLADELPHIA CI-~ESE STEAK $10.95 Loads of ttdnly slS. ced steak with sauteed onions & peppers and topped with white American cheese served on hoagie roll LOBSTER ROLL $ll.95 Chunks of fresh lobster, sweet onions, celery, lemon .~uce, Old Bay seasoning and just a little mayormalse served on ~!olit top roll. BOXED LUNCH OPTIONS VEGGI~ PARADISE $g.95 A veggie sandvach on a bagel, mesdun salad with dresmng and a cookie. THE NEW YORK DELI $9.95 Pastrami on marble rye, potato salad and a cookie. SE l-l'lNG AN EGGS-AMPLE $9.95 Egg salad on focaccia, tossed green salad with dressing and a cookie. KAISER HAM $9 95 Ham and cheese on a kaiser bun, macaroni salad and a cookie. BEEF DIJONAISE $9.95 Roast beef with dijon on a multagram baguette, coleslaw and a cookie. FISHIN FOR A GOOD THING $9.95 Tuna salad on a multigrain bagel, pasta salad with grilled vegetables and a cookie. CHICKEN TARRAGON $9.95 Chicken t.h/gh tarragon on a kaiser bun, couscous salad and a cookie. ADDITIONAL ADD-ONS Homemade granola with milk or yogurt - $3 75 each Individual yogurt- S 1.50 each Dai .ly soup - $2.95 per person Caesar salad - $2.95 per person Savory crepes & fruit crapes - $1.25 Daily mlad - $2.95 per person Fresh fruit kebabs - $2.00 each 65 S~ADS GRILLED CHICKEN CEASAR SALAD $8.95 Tender chicken breast mannated and grilled over an open flame, fanned over a trachtional Caesar salad, served with fresh baked bread sticks. $9 95 FRIED CHICKEN SALAD Popcorn chicken served with Roma tomalo, red onions, cucumbers, carrots and red cabbage over mixed greens with honey mustard dressing. CHEF SALAD $9.95 Classic combination of ham, turkey, cheese, hard boiled egg, tomato, cucumber, bacon and baby carrots served over mixed greens with your choice of dressing. $10.95 PORTABELLA MUSHROOM SALAD MarLnated grilled portabella mushroom served with Roma tomato, sweet corn, cucumber and Ma~ag bleu cheese ove~ wild greens, topped with balsamic vineagrette. Add seared beef tenderloin or grilled shr/mp for only $3.00 HAWAIIAN CHICKEN SALAD $10 95 Seasoned and grilled chicken breast served w~th mandarin oranges, pineapple, shredded coconut, cherry tomatoes and spiced pecans served over mixed greens vath a pmeal:rple vinaigrette. GRILLED SI-IR_IMP SALAD $I3.95 Mm-mated & grilled Gulf shrimp served with roasted red and yellow peppers, grape tomatoes, cucumbet~ amd saffron roasted Yukon Gold potatoes over rmXed greens with cocktaxl ranch dressing. Guaramc~l numbcrs rcquired £hrce busings days prior to fimcoon 66 LUNCI~ON BUFFETS DELI BUFFET $10,95 Build your own sandwich with roast beef, ham, turkey, tuna salad, chedflar and Monterey Jack cheeses on freshly baked rolls and croissa.nts. Served with coleslaw, potato ch~ps, garden salad and condiment tm).. BACKYARD BUFFET $10.95 Grilled hamburgers a~d hot dogs with condiments and buns, served with potato salad, chips, cre,xmy coleslaw, terrace, tomato, red onions and pickles TASTE OF ITALY BUFFET $11.95 Cla~ic Caesar s~lad baked ziti with Italian sausage, fertuccim Vath Alfredo sauce, seasonal vegetable bland with basil butter, grated Parmesan and a gexlic bread st~ck. CUSTOM BUFFET $12.95 Includes house salad with choice of two drcesmgs and choice of two sides. Choose one entr6e (additional entrees at $2.00 per person): Lemon herb chicken Sliced roast beef with rosemary Au Jus Slow roasted pork lorn with whole gram mustard sauce Baked walleye with herbed hollandmse sauce Grilled chicken penne pas~-a with pesro sauce S OUTrlWE STERN BUFFET $12.95 House salad and wild greens served with barbeque ranch cizessmg. Black bean and corn salad, Grilled chicken fajita3 with soft torallas, Tomato and green chili rice, Beef empanadas, Tortilla chips with salsa and sour cream. 67 LUNCH ENTREES All entrees served with fresh yeast roils or bread stacks LEMON I~RB GRILLED CHICKEN $I 1.95 Grilled breast of chicken with lemon herb sauce, served with rice pilaf mad a saut& of seasonal vegetables OPEN FACE TURKEY SANDWICH 511.95 Oven roasted turkey breast on toasted wheat bread topped w/th sage gravy served with mashed potatoes and sweet com. HOME STY]LE MEATLOAF $11.95 Ground round perfectly seasoned topped with a rich beet-gravy. Served with mashed red potatoes and honey glazed baby cz.a-rot& SLOW ROASTED PIT HAM STEAKS $11.95 Tex~der pit ham topped with a sweet and sour glaze and served with pineapple butter, roasted baby red potatoes and g'axhc and bacon green beans. CHICKEN PA1LMESAN $12.95 Breast of cl:ucken topped with marinara sauce and mozzarella cheese served with Italian vegetables, garlic basil linguine pasta and garhc bread stick HONEY CUW..ED ROAST PORK LOIN $12.95 Slow roasted pork Ioin in a Sue Bee Honey marinade served with apple cider reduction, caramelized apples, potatoes au gsatSn and seasonal vegetable medley BAKED WALLEYE $12.95 Baked walleye with a cornbread crest served with smoked tomato butter. green beans almandine and Spanish nee pila£ TENDER MEDALLIONS $13.95 Beef medallions grilled to perfection with bordelaise sauce and served with steamed broccoli and cauliflower and roasted garlic mashed potatoes. SHRITVlP SCAMPI PASTA $13.95 Fresh shrimp sauteed in lemon garlic and parsley with mushrooms and red peppers served over angel hah pasta. 68 REASONS FOR A MID -AFTERNOON BREAK THeE OASIS A selection of coffee, iced and hot tea, sport drinks, energy drinks and an assortment soft drinks a~d bott[ed water. $2.50 THE SNACK ATTACK $4.25 Hot pretzels with mustard, bowls of freshly popped corn, savory, and szzzling snack mix and an assortmem of soft drinks and bottled water. T~E BE A KID AGAIN BREAK Freshly baked cookies, fudge brownies, selection of dessert bars, bowls of freshly popped popcorn, assorted candy bars, assorted soft[ drinks, milk, chocolate milk and bortled water. 54.50 A I-D~ALTH~Y ALTERNATi~ GranoIa bars, sports bars, fi'esr cut and whole fruit, trail mix, herbal teas, lreshlybrewed coffee, decaffe/nated coffee and an assortment of soft drinks and bottled water. A minimum of 10 guests reqmred for these afternoon breaks Guaranteed numbers required three bus/ness days prior to function. $4,75 69 ~IORS D'OELWILES SELECTIONS [Fresh fruit d£gplay Fresh vegetable cmdrt~ w~h ranch d~p Assorted finger s~andwiches Smoked salmon display Jumbo shrimp cccki~il $100 00 Deviled eggs $75 00 As~orled on apes $15000 Imported and dome~uc cheese :ray S75 fid Smoked chicken c~esadilla $150 00 Buffalo ~ings $100.00 Hone3' smn4g chicken dmramles $17500 Miniature clucken sallLmbocca $15000 Minmmre chimichar~gas $175.00 Spinach & feta rmangles $175.00 Miniature chicken cordon bleu $125.00 Ofien~l dumpling~g $100.00 Baked smiled articb, oke hearts $9500 70 DINNER ENTIIEES cmclrl N LEMON HER]~ CHICKEN $15.95 Grilled mannated chtckem breast crusted with a tangy lemon sauce infused with savou herbs. HUNTERS STYLE CHICKEN $15.95 Chicken brea~ served with a tomato, wild mushroom and onion ragout. GRILLED CHICKEN WITH MERLOT SAUCE $15.95 Grilled chtckeia breast served with a rich merlot mane sauce garmShed with caramelized pearl onions. CHICKEN PICATTA $16 95 C~icken breast sauteed ha a lemon, wkate wine & caper sauce. CHICKEN MARSALA $16.95 Grilled chicken breast served with portabella mushrooms in a sweet Mmrs~la wine sauce. JAMAICAN JERK CHICKEN $16.95 Breast of ctncke'a dusted with Jammcan spices and served with grilled pineapple. MED1TERRANIAN CHICKEN BREAST $17.95 Sautfied chicken breast topped with sweet red peppers, artichokes, mushrooms a.nd black olives ~dl dfirme~s are served ,*/& house mlart, rwo side di~hc~ chnncr rolls, regular & dc~afFcina~l coffe~ and desser~ 71 DINNER ENTREES PORK ROASTED PORK LOIN Pork lorn served with a hght pork gravy. SLOW ROASTED PIT HAM Roasted pit ham served with a sweet and sour pineapple glaze and pineapple butter. APPLE CURED PORK LOI2q Cured pork loin slowly roasted served with caxa_melized appleS and an apple cider reduction PORK LOIN FLORENTINE Pork lorn stuffed and rolled with fresh spinach, ricotta cheese, parmesan cheese and spices. Sliced and served with coarse ground mustard sauce STUFFED POKK CHOPS Plump ti:ack cut chop stuffed W~th home style combread stuffing served with a light pork gravy. PORK TENDEREOIN $16.95 $18 95 ..... Medallions of pork tenderloin seasoned and pan seared, served with a maple must~d beurre blanc. All ~maers are set,ed with house saZad, m,o side dishes, dinn:r rolls, regu~r & decaffei~a~ed coffee and dessert. 72 Corpus.,, Christi Ir~cernntion.,l_, Au'pore DINNER ENTR ~ S BEEF BEEF BORDELAISE Roasted top round seasoned and shced thin, served with a rich beef bordelaise sauce $15.95 BEEF BOURGUIGNON $16.95 Tender beef tips braised with pearl omons, wild muskrooms and a rich red wine reduction. TENDER IvfEDALLIONS $17.95 Grilled to perfection and topped with crisp on/om and beef demi glace. PRIME RIB A generous portion of everyone's favorite, served with au jus and horseradish sauce $22.95 PEPPERCORIq ENCRUSTED NEW YORK STR1T New York strip crusted with black peppercorns and served with a Iighr brandy cream sauce. $23 95 FILET MIGNON The king of ali steaks grilled and roasted to a temperature of your choosing, served with a rich beef reduction. $25.95 73 DINNER EN TREES VEGETARIAN PORTABELLA MUSHllOOM LASAGNA Grilled porrabella mushrooms layered w~th ncorta cheese, fresh pasta sheets, rich tomato sauce and mozzarella cheese $15.95 WILD RiCE CAKES Multiple rice calre~ served with a smoked tomato butter and Iowa sweet corn relish. $15.95 VEGETARIAN ENCHILADAS Assorted fresh vegetables w-rapped in a corn tortilla and topped with a spicy Diablo sauce $I5.95 PASTA F~V~RA $15.95 Penne pasta tossed with gaxlic, ohve oil, flesh vegetable medley, omons, carrots, broccoh, snow peas, red and yellow peppers and g~ape tomatoes. PORTABELLA MUSIJ,~ROOM FILET Grilled and marinated portabella mushroom cap and caramelized omons, served with balsamic syrup and mn dried tomato ketchup. $15.95 74 (~ r, DINNER ENTREES SEAFOOD BAKED WALLEYE Baked walleye with a combread crust served W~th smoked tomato butter~ green beans almandme and SpanNh rice pilaf. SHRIM~ SCAMPI PASTA Fresh shrimp sauteed m lemon garlic and parsley w/th mushrooms and red peppers served over angel hair pasta MUSTARD ENCRUSTED SALMON Fresh Atlantic ~lmon filet crtLsted with ground mustard and seared to medium ~nd drizzled with red pepper coulis. $15.95 $I6.95 $I7 95 LEMON HERB TILIPIA Tilapia filet topped w/th herbed Japanese breadcrumbs and topped with a zesty lemon butter. $17.95 STUPP ED SHP, IM~ market price Two huge Gulf shrimp filled with crabmeat stutt-mg and topped with a slmcy remoulade sauce. TWIN LOBSTER TAILS Two six ounce Mamae lobster tails served w/th lemon wedge and drawn butter. market price 75 DINNER ENTREES PASTA LASAGNA Traditional meat, portabella mushroom or vegetable lasagna. BAKED MAN~CO'I~FI Tender pasta wrapped axotmd a three cheese ricotta filling and topped w/th tomato basil sauce, GRILLED CHICKEN PASTA PtLI]~d_&VERA Penne pasta tossed with garlic, olive oil, fresh seconal vegetables, red and yellow peppers, g~pe tomatoes and topped with a grilled chicken breast and fresh grated parmesan cheese. Replace wrth grilled shrimp for $2.00. $15.95 $15.95 $15.95 PORTABELLA M~SHROOM ILAVIOLI Served with a pesto cream sauce and topped with goat cheese $16.95 SHRIMP SCAMPI PASTA $17.95 Fresh shrimp sautded m lemon garlic and parsley with mushrooms and red peppers served over angel hatr pasta. 76