HomeMy WebLinkAboutC2016-185 - 5/10/2016 - Approved AGREEMENT FOR SHOE SHINE CONCESSION AND LEASE
AT THE
CORPUS CHRISTI INTERNATIONAL AIRPORT
This CONCESSION AND LEASE agreement ("Agreement") is made and entered
into by and between the City of Corpus Christi, a Texas municipal home-rule corporation
("City") acting through its City Manager or his designee ("City Manager") and Carl
Walker, a sole proprietor doing business under the tradename "Whatchamacaller's
Place" ("Concessionaire").
WHEREAS, the City owns and operates the Corpus Christi International Airport
located in Corpus Christi, Nueces County, Texas ("Airport");
WHEREAS, the City has determined that the operation of a shoe shine
concession ("Service") and associated lease of terminal space at the Airport is desired;
and
WHEREAS, the Concessionaire has offered to provide this Service at the Airport
under the terms and conditions stated in this Agreement;
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants expressed in this Agreement, the parties agree as follows:
Section 1. Term. The term of this Agreement commences upon execution by the City
Manager and continues for a period of 12 months, unless terminated earlier as provided
in this Agreement.
Section 2. Premises. In order for Concessionaire to provide the Service, the City
leases to Concessionaire the necessary space inside the Airport terminal building, as
shown in the floor plan attached as Exhibit "A" to this Agreement ("Premises"), the
content of which exhibit is incorporated by reference into this Agreement as if fully set
out in its entirety. The Director of Aviation or his designee ("Director") may relocate the
Premises to a reasonably comparable location, upon 10 days advance written notice to
Concessionaire, in the event such relocation is deemed necessary by the Director.
Concessionaire agrees and acknowledges that one or more relocations may occur
during the term of this Agreement. In the event a relocation of the Premises occurs, a
new Exhibit "A" will be attached to and incorporated into this Agreement and is deemed
to replace the previous Exhibit "A" without the necessity of a formal executed
amendment to this Agreement.
Section 3. Concession and Rental Fee; Payment; Books and Records.
A. Concessionaire must remit a monthly concession and rental fee ("Rent") to the City
during the term of this Agreement. Rent, as further delineated below, is either (1) a
percentage of the gross revenues derived from operation of the Service conducted by
Concessionaire under this Agreement, as follows: 5% of gross revenues, (2) is a
fractional 1/12th share of an established minimum annual guarantee ("MAG"), to be set at
2016-185
05/10/16
Ord. 030837 P �� CED
Carl Walker "v �-^
the beginning of the seventh month of the term of this Agreement, or (3) is the greater of
5% of gross revenues or the MAG, as may be applicable.
B. "Gross revenues" as used in this Agreement means the aggregate amount of all
sales made, money received, and Services performed by Concessionaire for cash or
credit regardless of when and whether or not paid for by Concessionaire's customers
and excludes federal and state taxes, including sales taxes where billed to the customer
by Concessionaire as a separate item.
C. For the first six months of this Agreement, Concessionaire share remit 5% of gross
revenues as Rent. By the 10th day of the seventh month of the term, the amount of Rent
paid for the previous six months will be averaged by the Director to establish a MAG
amount for the remainder of the term of the Agreement, and the Concessionaire shall be
promptly notified of the MAG amount. Rent due from the Concessionaire beginning with
month seven and for the remainder of the term (a total of six months) will be 5% of gross
revenues or the MAG amount, whichever is greater.
D. Concessionaire must file with the Director on or before the 5th day of each month a
monthly report of gross revenues for the previous month and pay the City its monthly
Rent as stated in the report. This statement of gross revenues must be certified as to its
truthfulness by Concessionaire. The City will provide the format required for monthly
reporting, which Concessionaire must use.
E. Concessionaire must keep true and accurate accounts, records, books, and data
showing all gross revenues of its business. The City Manager or Director may, at all
reasonable times, inspect and audit such accounts, records, books, cash registers (if
any), and other data relating to Concessionaire's business to confirm Concessionaire's
gross revenues as defined in this Agreement.
Section 4. Concession and Premises Use.
A. Concessionaire may use the Premises for the following purposes and no other use
without the specific prior written permission of the Director: For the operation of a shoe
shine stand.
B. Concessionaire must furnish all equipment and tools necessary to perform the
Services at the Premises. Any improvements to the Premises necessary to operate the
concession must be provided to and approved by the Director prior to installation in the
Airport. Title to all improvements constructed, installed, or attached to the Premises
pass to the City upon the termination or expiration of this Agreement. Title to all trade
fixtures, tools, equipment, and expendable goods furnished by Concessionaire at all
times during the term of this Agreement remains with Concessionaire.
C. Maintenance of Premises. Concessionaire must maintain the Premises in a clean
condition at its sole expense. The Concessionaire shall provide for the adequate
sanitary handling and disposal, away from the terminal, of all trash, garbage and other
refuse caused as a result of the Services and operation of its business. Concessionaire
shall provide and use a suitable covered metal receptacle for all garbage, trash and
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other refuse generated on or in connection with the Premises. The piling of boxes,
cartons, barrels, or other similar items on or about the Premises by Concessionaire is
prohibited. As the Premises is located within the Airport terminal maintained by the City,
any repair requests related to the Premises must be forwarded in writing to the Director
upon observation by Concessionaire but in no event later than the end of the same
business day.
D. The Director may, at all reasonable times and without notice, enter upon the
Premises to determine if satisfactory maintenance is being performed. If the
maintenance does not meet the reasonable standards of the City, the Director will notify
Concessionaire in writing. If corrective maintenance is not performed by Concessionaire
within three days following receipt of written notice, the Director or the Director's agent
may enter upon the Premises, perform the required maintenance, and charge the cost
plus 10% administrative expense to the Concessionaire. If the required corrective
maintenance is a safety issue, the three-day written notice is waived, and the corrective
maintenance to be performed must be com-pleted immediately upon oral or written
notification to the Concessionaire.
E. Concessionaire must present a clean and neat personal appearance and provide
courteous and efficient Service to Airport customers. Concessionaire is prohibited from
using obscene language and from personally acting or conducting Services in a loud,
boisterous, or otherwise unprofessional manner.
F. Concessionaire's Work Schedule for Services. For the first six months of the
Agreement, Concessionaire may exercise flexibility in determining the number of hours
and day(s) each week to provide Services based on pedestrian `traffic' in the terminal,
peak business times, and seasonality of travel by passengers; however, in no event,
may the number of hours in which Services are provided be less than one hour each
week. Concessionaire may not arrive at the Premises any earlier than one and one-half
hours before the first arrival or departure of any airline on a given day, whichever occurs
earlier in time, nor may remain in the terminal any later than one hour after the last
arrival or departure of any airline on a given day, whichever occurs later in time. At the
end of the first six months of the Agreement, Concessionaire must establish regular work
days and hours during which Services will be provided and submit a written copy of the
schedule to the Director, such schedule being subject to the final approval of the Director
based on the business needs of the Airport. The schedule must be submitted by
Concessionaire no later than the third business day of the seventh month, and such
schedule will become effective on the day following written acceptance by the Director.
In the event changes to any approved schedule are desired by either party during the
remaining period of the Agreement, the parties shall meet to mutually discuss and
resolve any requested schedule changes and commit the changes, if any, to a signed
writing.
G. Quality; Reasonable Price for Services. In entering into this Agreement, the City
has foremost in mind the traveling public with quality commodities and services at a
reasonable price. To accomplish this, Concessionaire must provide quality Services
at competitive prices. Exhibits B and C, which are attached to this Agreement, include
the equipment and prices Concessionaire will provide and charge, respectively, to
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produce the Services and such exhibits are incorporated by reference as if the content
were set out here in its entirety. Concessionaire may adjust its prices upon 60 days
advance written notice to the Director, with the Director's concurrence to such
concession changes not to be unreasonably withheld.
H. Operational Costs. Concessionaire must pay for all costs of operating under this
Agreement including, but not limited to, maintenance of the Premises, insurance,
supplies, and the payment of all taxes, permits and licenses required by law. •
I. Laws, Ordinances, Rules, and Regulations. Concessionaire shall observe and obey
all federal, State, and local laws, rules, and regulations which are applicable to its
operation at the Airport. The Director may adopt and enforce reasonable rules,
regulations, and directives with respect to the use of the Airport, terminal building,
and related facilities, which Concessionaire agrees to obey and observe.
Section 5. Cancellation and Termination by the City. Without limiting any other
rights and remedies to which City may be entitled at common law, statutory law, or as
elsewhere provided in this Agreement, this Agreement may be terminated by the City if
Concessionaire:
(a) Is in arrears in paying the rent, fees, or other charges due under the
Agreement for 10 business days following written notice from the City;
(b) Makes a general assignment for the benefit of creditors or if a proceeding in
bankruptcy, receivership, or insolvency of any nature is instituted by or
against Concessionaire, then the City may, at its option, cancel this
Agreement;
(c) Abandons the Premises ["abandon" shall mean failing to provide Services at
the Premises for a period in excess of 10 days]; or
(d) Otherwise defaults in the performance of any other material covenant of this
Agreement and continues the default for 10 days, or such other time as may be
provided herein, after receipt of written notice from the Director of the default. If
the default cannot reasonably be cured within said 10 days or within any other
time as set out in the notice of default, Concessionaire shall not be deemed in
default if Concessionaire commences the remedy process within the applicable
period and thereafter diligently prosecutes the same to completion within a
reasonable time period as agreed to by the Director; otherwise, Concessionaire
will be determined to be in default.
Section 6. Cancellation by Concessionaire. Without limiting any other rights and
remedies to which Concessionaire may be entitled by common law, statutory law, or as
elsewhere provided in this Agreement, this Agreement may be terminated by Conces-
sionaire at any time upon the occurrence of one or more of the following events:
(a) The City's permanent abandonment of the Airport;
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(b) The lawful assumption by the U. S. Government, or any authorized agency
thereof, of the operation, control, or use of the Airport, or of any substantial part or
parts thereof, which substantially restricts the Concessionaire from operating at
the Premises for a minimum of 180 calendar days;
(c) The issuance by any court of competent jurisdiction of an injunction that
prevents or restrains the use of the Airport or the Premises that continues for at
least 180 days; or
(d) The default by the City in the performance of any covenant or obligation to be
performed by the City and such failure to remedy the default continues for a
period in excess of 10 days after receipt from Concessionaire of written notice to
remedy the same.
Section 7. Right to Amend. If the FAA or its successor agency requires modifications
or amendments to this Agreement as a condition precedent to the granting of funds to
the City for Airport improvements, Concessionaire agrees to consent to the modifications
or amendments to the Agreement as may be reasonably required, provided, however,
Concessionaire will not be required to pay any increased rent, change the use of the
Premises, or accept a relocation or reduction in size of the Premises until Concession-
aire and Airport have fully executed an amendment to this Agreement that is mutually
satisfactory to both parties regarding any terms or conditions of this Agreement affected
by said actions of the FAA.
Section 8. Subordination to US/FAA Requirements. This Agreement is subordinate
to the provisions of any existing or future agreement between the City, acting through the
Airport, and the United States of America relating to the operation or maintenance of the
Airport, where the execution of said agreement(s) is required as a condition to the ex-
penditure of federal funds for the development of the Airport. If the effect of said agree-
ment(s) with the United States, either under this Section 8 or under Section 7 above, is
to remove any or all of the Premises from the control of Airport or to substantially destroy
the value of the Premises, then this Agreement shall terminate immediately without any
further obligation on part of City to Concessionaire.
Section 9. Security. Concessionaire, its officers, employees, agents, contractors, and
invitees must comply with all applicable federal and local security regulations, as the
same may be amended. To the extent allowed by law, Concessionaire covenants to
indemnify and hold harmless City, its officers, and employees from any charges,
fines, or penalties that may be assessed or levied by the FAA or Transportation
Security Administration by reason of the negligent or intentional failure of Con-
cessionaire, its officers, employees, agents, contractors, or invitees to comply
with security regulations, regardless of whether the fine, charge, or penalty is
levied against the City or the Concessionaire.
Section 10. Nondiscrimination/Affirmative Action.
A. Nondiscrimination—General. Concessionaire for itself, and as a requirement for any
sublessee, and their personal representatives, successors in interest, and assigns, as a
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part of the consideration of this Agreement, covenants that: (1) no person on the
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 subject to discrimination; (3) Concessionaire will
cause to the best of its ability the Premises and improvements to be in compliance with
all other requirements imposed by or pursuant to 14 CFR Part 152, Subpart E Non
Discrimination in 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 Department
of Transportation, and as said Title and Regulations may be amended, and with other
applicable state or federal laws or regulations, as amended.
B. Nondiscrimination—Business Owner. This Agreement is subject to the requirements
of the U.S. Department of Transportation's regulations, 49 CFR Part 23. Concessionaire
for itself, and as a requirement for any sublessee, agrees that it will not discriminate
against any business owner because of the owner's race, color, national origin, or sex in
connection with the award of performance or any concession agreement, management
contract or subcontract, purchase or lease agreement, or other agreement covered by
49 CFR Part 23.
C. Remedy for Breach. If the Concessionaire is found by a final verdict of a court of
competent jurisdiction to have deliberately breached a non-discrimination covenant, or to
have permitted any sublessee to deliberately breach a non-discrimination covenant, the
City may immediately enforce the remedies directed by the Court's decision, which may
include the City's right to reenter the Premises, retake possession thereof, and terminate
this Agreement, including the concession and lease of the Premises. This provision is
not effective until the procedures of Title 49, Code of Federal Regulations, Part 21 are
completed, including exercise of any rights to appeal.
D. Affirmative Action. Concessionaire shall cause to be implemented an affirmative
action program as required by 14 CFR Part 152, Subpart E, to provide (i) that no person
on the grounds of race, creed, color, religion, sex, age, national origin, handicap, or
political belief or affiliation is excluded from participating in any employment activities
covered in 14 CFR Part 152, Subpart E; (ii) that no person will be excluded on these
grounds from participating in or receiving the services or benefits of any program or
activity covered by that subpart; (iii) that third parties otherwise retained by Concession-
aire shall provide similar assurances to Concessionaire to undertake affirmative action
programs and to require assurances from their sub-organizations, as required by 14
CFR Part 152, Subpart E. Concessionaire, at no expense to the City, shall comply with
any applicable requirements of the Americans with Disabilities (ADA) as it may be
amended, with respect to the Premises and its improvements.
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Section 11. Acceptance of Premises Disclaimer.
CONCESSIONAIRE ACKNOWLEDGES THAT IT IS LEASING THE PREMISES "AS
IS, WHERE IS" IN ITS PRESENT CONDITION WITH ALL FAULTS INCLUDING, BUT
NOT LIMITED TO, ANY AND ALL POLLUTANTS, ASBESTOS, UNDERGROUND
STORAGE TANKS, AND ANY OTHER HAZARDOUS MATERIALS AS MAY EXIST
ON THE PREMISES AND THAT NEITHER CITY NOR ANY EMPLOYEE OR AGENT
OF CITY HAS MADE ANY REPRESENTATIONS OR WARRANTIES AS TO THE
CONDITION OF SUCH PREMISES. CONCESSIONAIRE ACKNOWLEDGES AND
AGREES THAT CONCESSIONAIRE HAS BEEN PROVIDED, TO ITS SATISFACTION,
THE OPPORTUNITY TO INSPECT THE PREMISES FOR ANY DEFECTS AS TO THE
SUITABILITY OF SUCH PROPERTY FOR THE PURPOSE TO WHICH THE CONCES-
SIONAIRE INTENDS TO PUT THE PREMISES AND IS RELYING ON ITS OWN
INSPECTION. THIS AGREEMENT IS SUBJECT TO ALL COVENANTS, EASE-
MENTS, RESERVATIONS, RESTRICTIONS, AND OTHER MATTERS OF RECORD
AND NOT OF RECORD APPLICABLE TO THE PREMISES.
Section 12. Fiscal Year. By execution of this Agreement, Concessionaire acknow-
ledges that the continuation of this Agreement or any concession and lease contract with
Concessionaire after the close of any fiscal year of the City, which fiscal year ends on
September 30 annually, is subject to budget approval and sufficient appropriations by
the City Council for such contract item as an expenditure in the next fiscal budget. The
City does not represent nor warrant to Concessionaire that a budget item providing for
this Agreement or any other concession and lease contract in any future fiscal budget
will be actually adopted, as that determination is within the sole discretion of the City
Council at the time of adoption of each fiscal budget.
Section 13. City's Obligations.
A. City agrees to operate the Airport as a public airport during the term of this Agree-
ment, subject to the assurances given by the City to the United States Government.
B. In exchange for Concessionaire's promise to maintain the Premises on a regular
basis and subject to sufficient annual appropriations in the City's annual Airport budget,
the City agrees to pay utility usage charges for electricity supplied to the Premises during
the term of this Agreement. Concessionaire must procure and pay for all other utility
usage, such as gas, wastewater, cable, Internet, and telephone charges, if applicable,
that are supplied to the Premises during the term of this Agreement as the charges
become due and payable. IN NO EVENT WILL THE CITY BE LIABLE TO
CONCESSIONAIRE FOR ANY INTERRUPTION OR FAILURE IN THE SUPPLYING OF
ANY UTILITIES TO THE PREMISES, INCLUDING THOSE WHICH THE CITY HAS
AGREED TO FURNISH.
Section 14. Insurance. Concessionaire must provide insurance in the amounts and
types of coverages required by the City's Risk Manager or the Risk Manager's designee
("Risk Manager") as are set out in the attached Exhibit C, the content of which is
incorporated into this Lease as if set out herein in its entirety. Concessionaire must
cause certificate(s) of insurance to be provided to the Aviation Director and Risk
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Manager not less than 30 days prior to the annual anniversary date of the Effective Date
of this Lease. The Risk Manager will annually assess the level and types of insurance
required by the Concessionaire. The Risk Manager may increase or decrease the level
or types of insurance by giving Concessionaire notice not less than 60 days prior to the
annual anniversary date of the Effective Date of the Lease. Concessionaire shall have
30 days to procure the changed insurance and provide written proof of insurance to the
Aviation Director and Risk Manager.
Section 15. Indemnification.
A. CONCESSIONAIRE SHALL INDEMNIFY, HOLD HARMLESS, AND
DEFEND THE CITY OF CORPUS CHRISTI AND ITS OFFICERS,
EMPLOYEES, REPRESENTATIVES, AND AGENTS (COLLECTIVELY,
"INDEMNITEES") FROM AND AGAINST ANY AND ALL LIABILITY,
LOSS, CLAIMS, DEMANDS, LIENS, JUDGMENTS, FINES, PENALTIES,
AWARDS, LAWSUITS, CAUSES OF ACTION, AND EXPENSES OF ANY
NATURE WHATSOEVER INCLUDING, BUT NOT LIMITED TO, STRICT
LIABILITY CLAIMS AND ALL EXPENSES OF LITIGATION (INCLUDING
MEDIATION AND ARBITRATION), COURT COSTS, REASONABLE
ATTORNEYS' FEES, AND EXPERT WITNESS FEES, ON ACCOUNT OF
PERSONAL INJURIES (INCLUDING WORKERS' COMPENSATION AND
DEATH CLAIMS), PROPERTY LOSS OR DAMAGE, OR ANY OTHER
KIND OF DAMAGES, WHICH ARISE OR ARE CLAIMED TO ARISE OUT
OF OR IN CONNECTION WITH THIS AGREEMENT OR THE
PERFORMANCE OF THIS AGREEMENT, REGARDLESS OF WHETHER
THE INJURIES, DEATH, OR DAMAGES ARE CAUSED OR ARE
CLAIMED TO BE CAUSED BY THE CONCURRENT OR
CONTRIBUTORY NEGLIGENCE OF INDEMNITEES, BUT NOT IF BY
THE SOLE NEGLIGENCE OF INDEMNITEES UNMIXED WITH THE
FAULT OF ANY OTHER PERSON OR PARTY. CONCESSIONAIRE
MUST, AT ITS OWN EXPENSE, INVESTIGATE ALL CLAIMS AND
DEMANDS, ATTEND TO THEIR SETTLEMENT OR OTHER
DISPOSITION, DEFEND ALL ACTIONS BASED THEREON WITH
COUNSEL SATISFACTORY TO INDEMNITEES, AND PAY ALL
CHARGES OF ATTORNEYS AND ALL OTHER COSTS AND EXPENSES
OF ANY KIND ARISING FROM OR OUT OF ANY OF SAID LIABILITY,
LOSS, CLAIMS, DEMANDS, SUITS, CAUSES OF ACTION, OR
DAMAGES. THE INDEMNIFICATION OBLIGATIONS OF
CONCESSIONAIRE UNDER THIS SECTION SURVIVE THE EXPIRATION
OR EARLIER TERMINATION OF THIS AGREEMENT.
B. Notice of Claim or Action. Notwithstanding the above indemnifications, Concession-
aire must give the Aviation Director and Risk Manager written notice of any accident or
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other matter covered under this section and forward to the Aviation Director and Risk
Manager copies of every notice, demand, claim, summons, or other process communi-
cation received within 10 days of Concessionaire's receipt of same.
Section 16. City's Right to Entry upon Termination. If the Agreement is terminated, the
City may enter upon the Premises. In the event of termination, the Director may enter onto
the Premises to remove any and all persons or property from the Premises and place any
property in storage for the account of and at the expense of Concessionaire. Excluding
any personal property owned by the City that may be provided at the Premises by
the City, all personal 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 Agreement, any and all exemption laws are hereby expressly waived in
favor of said landlord's lien; and it is agreed that said landlord's lien is not a waiver
of any statutory or other lien given, or which may be given, to City but is in addition
thereto. In the case of termination of this Agreement by either party, if Concessionaire fails
to remove any of its furniture, fixtures, equipment, or other personal property from the
Premises within ten (10) days following the termination of this Agreement, the Director may,
at his option, take title to said personal property, remove the same, and sell the 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 designated. To the extent allowed by law, Concessionaire further
agrees to hold harmless and indemnify City, including its officers, agents, and
employees, against, from any loss or damage or claim arising out of City's action in
collecting monies owed to it under this paragraph, except for any loss, damage, or
claim caused by the gross negligence or willful misconduct of the City or its
employees.
Section 17. Notice of Termination. If an event of material default occurs, and after due
written notice the defaulting party has failed to cure or failed to commence to cure, the
complaining party may, at any time after the expiration of any such cure period, terminate
this Agreement by providing written notice of termination to the defaulting party. The
Agreement will be terminated on the date specified in the notice but not sooner than ten
(10) business days after the postmarked date of the notice.
Section 18. Notices.
A. With the exception of notices to be provided to the City under the indemnification
provisions of Section 15 of this Agreement, all notices required to be sent under this
Agreement are deemed sufficient if in writing and sent by (1) certified mail, return receipt
requested, postage prepaid, (2) by overnight delivery service with proof of delivery, or (3)
delivered in person, and properly addressed as below:
If to City: Director of Aviation
Corpus Christi International Airport
1000 International Drive
Corpus Christi, TX 78406
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If to Concessionaire: Carl Walker
4822 Blackjack Place
Corpus Christi, TX 78416
B. Either party may change the address to which notice must be addressed under this
section by providing the other party with notice of the new address under any of the
methods set out in this section.
Section 19. Disclosure of Interest. The City's Code of Ordinances, Section 2-349, as
amended, requires all persons seeking to do business with the City to complete and
provide a "Disclosure of Interest" form of the type attached to this Agreement as Exhibit
E. The content of the completed Exhibit E by Concessionaire is incorporated into this
Agreement by reference as if fully set out in this section. Concessionaire is obligated to
provide an updated Disclosure of Interest should any information submitted in Exhibit E
and incorporated into this Agreement by reference change prior to approval of the exe-
cution of this Agreement by the City Council. Concessionaire must also ensure that it
complies with the requirements of the Texas Ethics Commission and files Form 1295
and also complies with the provisions of Chapter 176 of the Texas Local Government
Code and files a Conflict of Interest Questionnaire if required to do so. More information
on this requirement may be found by accessing the City's website.
EXECUTED IN DUPLICATE ORIGINALS this day of I t ?. , 2016
ATTEST: CITY OF CORPUS CHRISTI
Rebecca Huerta Ronald . • son 4
City Secretary 2t City IV!. ager
Approved as to legal form:
a. tali i1/i aq *
Elizab h Hundle , Assistant I Att rney
for tb0 City Attorney DY- 09(1
U 1 IIUKItu
1Y MIK Il.._........_
SECINTA
Page 10 of 11
CONCESSIONAIRE: Carl Walker, doing business as Whatchamacaller's Place
Carl Walker
Date: /14Ci�?/ ,W�
ACKNOWLEDGMENT
STATE OF TEXAS §
§ KNOW ALL BY THESE PRESENTS:
COUNTY OF NUECES §
This instrument was acknowledged before me on 1A0,41 (4,l , 2016, by Carl
Walker.
411100IA_ I
o ary Public, tate of -x-
ATTACHED AND INCORPORATED BY REFERENCE:
Exhibit A— Premises4110
Exhibit B — Equipment
Exhibit C — Services Pricing
Exhibit D — Insurance Requirements; Release and Covenant - _ _ _ _ _ _ _ _ _ _ _ —4
Exhibit E — Disclosure of Interests, completed form
4 j\ DIANA CASAREZ
My cedA; leeb0 Expir$
Aptlt 26,2016
Page 11 of 11
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EXHIBIT B
Equipment List — Whatchamacaller's Place — CCIA Terminal
Shoe Shine Stand
2 chairs
One stool
One trash can
Dust Pan
One coat rack
One floor mat
EXHIBIT C
Service Price List — Whatchamacaller's Place — CCIA Terminal
Mens Shoes and Boots
Calf Skin Shoes Regular Shine $6
Cowboy Boots-Wellington Boots $8
Belts—Wallets Plain Finish $4
Designer Belts—Designer Wallets $6
Alligator—Snake Skin—Lizard—Ostrich Shoes $8
Alligator—Snake Skin—Lizard—Ostrich Boots $10
Suede—Buckskin Shoes $10
Nubuck Cowboy Boots—Wellington Boots (Suede) $12
Sole Dressing $2
Boots—Shoes—Two Tone Extra Variable based on Color
Ladies Shoes and Boots
Shoes(Dress)Smooth Skin (one color) $3
High Tops or Ankle Tops $6
Above the calf $8
Two Tone Extra Variable based on Color
Alligator—Snake—Lizard—Ostrich Skin Shoes $5
Alligator—Snake—Lizard—Ostrich Skin Boots $10
Suede—Nubuck Shoes $8
Suede—Nubuck Over the calf Boots $14
Belts&Wallets $4
Designer Belts&Wallets $6
Shoulder Bags, Handbags Variable based on Size and Color
EXHIBIT D
INSURANCE REQUIREMENTS
I. CONCESSIONAIRE'S LIABILITY INSURANCE
A. Concessionaire must not commence work under this contract until all insurance required has been
obtained and such insurance has been approved by the City. Concessionaire must not allow any
subcontractor to commence work until all similar insurance required of any subcontractor has been
obtained.
B. Concessionaire must furnish to the City's Risk Manager and Director of Aviation within five days of the
execution of the contract one (1) copy of Certificates of Insurance with applicable policy endorsements
showing the following minimum coverage by an insurance company(s) acceptable to the City's Risk
Manager. The City must be listed as an additional insured on the General liability and Auto
Liability policies, and a waiver of subrogation is required on all applicable policies. Endorsements
must be provided with Certificate of Insurance. Project name and/or number must be listed in
Description Box of Certificate of Insurance.
TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE
30-day advance written notice of Bodily Injury and Property Damage
cancellation, non-renewal, material change Per occurrence - aggregate
or termination required on all certificates
and policies.
COMMERCIAL GENERAL LIABILITY $300,000 Per Occurrence
including:
1. Commercial Broad Form
2. Premises—Operations
3. Products/Completed Operations
4. Contractual Liability
5. Independent Concessionaires
6. Personal Injury- Advertising Injury
AUTO LIABILITY (including) State of Texas minimum limit:
1. Owned and Non-Owned $30,000/$60,000/$25,000
WORKERS'S COMPENSATION For Paid Employees
(All States Endorsement if Company is not Statutory and complies with Part II of this
domiciled in Texas) Exhibit.
Employer's Liability $500,000/$500,000/$500,000
C. In the event of accidents of any kind related to this contract, Concessionaire must furnish the Risk
Manager with copies of all reports of any accidents within 10 days of the accident.
II. ADDITIONAL REQUIREMENTS
A. Applicable for paid employees, Concessionaire must obtain workers' compensation coverage through a
licensed insurance company. The coverage must be written on a policy and endorsements approved by
the Texas Department of Insurance. The workers' compensation coverage provided must be in statutory
amounts according to the Texas Department of Insurance, Division of Workers' Compensation. An All
States Endorsement shall be required if Concessionaire is not domiciled in the State of Texas.
B. Concessionaire shall obtain and maintain in full force and effect for the duration of this Contract, and
any extension hereof, at Concessionaire's sole expense, insurance coverage written on an occurrence
basis by companies authorized and admitted to do business in the State of Texas and with an A.M. Best's
rating of no less than A- VII.
C. Concessionaire shall be required to submit renewal certificates of insurance throughout the term of this
contract and any extensions within 10 days of the policy expiration dates. All notices under this Exhibit
shall be given to City at the following address:
City of Corpus Christi
Attn: Risk Manager
P.O. Box 9277
Corpus Christi, TX 78469-9277
D. Concessionaire agrees that,with respect to the above required insurance, all insurance policies are
to contain or be endorsed to contain the following required provisions:
• List the City and its officers, officials, employees, and volunteers, as additional insureds by endorsement
with regard to operations, completed operations, and activities of or on behalf of the named insured
performed under contract with the City, with the exception of the workers' compensation policy;
• Provide for an endorsement that the "other insurance" clause shall not apply to the City of Corpus
Christi where the City is an additional insured shown on the policy;
• Workers' compensation and employers' liability policies will provide a waiver of subrogation in favor of
the City; and
• Provide thirty (30) calendar days advance written notice directly to City of any, cancellation, non-
renewal, material change or termination in coverage and not less than ten (10) calendar days advance
written notice for nonpayment of premium.
E. Within five (5) calendar days of a cancellation, non-renewal, material change or termination of
coverage, Concessionaire shall provide a replacement Certificate of Insurance and applicable
endorsements to City. City shall have the option to suspend Concessionaire's performance should there
be a lapse in coverage at any time during this contract. Failure to provide and to maintain the required
insurance shall constitute a material breach of this contract.
F. In addition to any other remedies the City may have upon Concessionaire's failure to provide and
maintain any insurance or policy endorsements to the extent and within the time herein required, the
City shall have the right to order Concessionaire to stop work hereunder, and/or withhold any
payment(s) which become due to Concessionaire hereunder until Concessionaire demonstrates
compliance with the requirements hereof.
G. Nothing herein contained shall be construed as limiting in any way the extent to which Concessionaire
may be held responsible for payments of damages to persons or property resulting from Concessionaire's
or its subcontractor's performance of the work covered under this contract.
H. It is agreed that Concessionaire's insurance shall be deemed primary and non-contributory with respect
to any insurance or self insurance carried by the City of Corpus Christi for liability arising out of
operations under this contract.
I. It is understood and agreed that the insurance required is in addition to and separate from any other
obligation contained in this contract.
2015 Insurance Requirements
Aviation
Shoeshine Concessionaire Lease Agreement
8/3/2015 ds Risk Management
RELEASE OF LIABILITY AND COVENANT NOT TO SUE
STATE OF TEXAS §
COUNTY OF NUECES §
This RELEASE OF LIABILITY AND COVENANT NOT TO SUE (the "Release") is
executed on the date indicated below and is entered into for the purpose of releasing
the City of Corpus Christi and its officers, officials, employees, representatives, agents,
and volunteers (collectively, the "City") from any and all liability whatsoever arising out
of, caused by, or in any way connected with, either proximately or remotely, wholly or in
part, participation by CARL WALKER in providing services to the City, which is the
subject of the attached contractual agreement ("Agreement") between CARL WALKER
and the City. 1
I,� Y / �/�`/
zP/, Y , in exchange for the City allowing
me to forego the condition of providing a workers' compensation insurance policy as a
requirement of the Agreement, do hereby voluntarily enter into the following covenants:
1. I acknowledge that I, individually, employ no other employees or workers other than
myself. I covenant that I will not enter into an employer-employee relationship with any
individual or individuals during the term of the Agreement. I acknowledge that the capa-
city in which I will be participating in the Agreement is that of an independent contractor
and not as an employee or agent of the City. I further understand that, as an indepen-
dent contractor, I will receive no worker's compensation benefits, health benefits,
disability benefits, nor other insurance benefits which might be available to full-time
employees of the City and that, as an independent contractor, I am fully responsible for
incurring the cost of and paying for any medical services that I may require during the
term of the Agreement.
2. I understand that I will participate in this Agreement at my own risk and hereby
release, waive, and in all ways relinquish any and all present and future claims against
the City which I, my heirs, successors, assigns, or any other person or entity (as used
hereinafter collectively, "I") may assert, have, or acquire as a result of any injury, death,
property damage, or loss whatsoever to myself or my personal property arising out of,
resulting from, or in any way connected with my participation in the Agreement between
myself and the City.
3. I hereby so release, waive, and relinquish any and all such claims, and I further
covenant not to claim against or sue the City for any such claim, loss, damage, or ex-
pense regardless of whether the same may arise or result from or be caused by the
negligence or gross negligence of the City.
4. I acknowledge and understand that there may be risks involved in participating in the
Agreement. I voluntarily and knowingly assume any and all such risks, whether known
or unknown to me, and will rely solely on myself and not the City in determining what
those risks are.
5. I acknowledge that my services under the Agreement may occur on real property
located in the city of Corpus Christi, Nueces County, Texas, and that may be owned,
leased, controlled, or managed by the City. Further, I acknowledge that my services
under the Agreement may be performed with tools, equipment, and other personal
property owned, leased, controlled, or managed by the City. By execution of this
Release, it is my express intention to completely absolve the City of all potential liability
caused by, arising out of, or incident to my performance of services on City real property
and that may be performed with tools, equipment, or other personal property of the City.
6. I desire and agree that this Release shall apply to any and all activities during or in
any way connected with my participation in the Agreement and my performance
thereunder.
7. I agree that this Release shall be governed by and enforceable under the laws of the
State of Texas. Venue shall lie in Nueces County, Texas, where this Release was
executed and the services I render will be performed.
8. I hereby acknowledge that I have carefully read the foregoing Release of Liability
and Covenant Not to Sue and, intending to be legally bound, accept and agree to each
of its terms by my execution of this Agreement below.
EXECUTED IN DUPLICATE, each of which is,considered to be an original
instrument, on this the,1gaday of �iA cf , 2016.
(IdA
CARL WALKER
STATE OF TEXAS §
COUNTY OF NUECES §
Sworn to and subscribed before me on then day of lottr , 2016,
by Carl Walker.
• _6 • ! +
Notvublic, State of Tex-s
4 tPt" I
` DIANA CASAREZ
1 I My Commission Expires
1 ,, April 26,2016
+rea,t�+�
•
11;21 SUPPLIER NUMBER
TO BE ASSIGNED BY CITY
PURCHASING DIVISION
City of
Corpus EXHIBIT E
Christi
CITY OF CORPUS CHRISTI
DISCLOSURE OF INTEREST
Corpus Christi Code 5 2-349, as amended, requires all persons or firms seeking to do business
with the City to provide the following information. Every question must be answered. If the
question is not applicable, answer with "NA". See next page for Filing Requirements,
Certification and Definitions.
/ l
COMPANY NAME: W17 (' }r7I7(rll!eY5 P/oc e
STREET ADDRESS: P.O. BOX:
1J
CITY: L r p�5 _G1 r15t1 STATE:x,45 ZIP:
FIRM IS: 1. Corporation El 2. Partnership El 3. Sole Owner
4. Association El 5. Other ❑
If additional space is necessary, please use the reverse side of this page or attach separate sheet.
1. State the names of each "employee" of the City of Corpus Christi having an `ownership interest"
constituting 3% or more of the ownership in the above named "firm."
Name Job Title and City Department (if known)
2. State the names of each `official" of the City of Corpus Christi having an `ownership interest"
constituting 3% or more of the ownership in the above named "firm."
Name /1/ n Title
3. State the names of each "board member" of the City of Corpus Christi having an `ownership
interest" constituting 3% or more of the ownership in the above named `firm."
Name N /I Board, Commission or Committee
4. State the names of each employee or officer of a "consultant" for the City of Corpus Christi who
worked on any matter related to the subject of this contract and has an `ownership interest"
constituting 3% or more of the ownership in the above named "firm."
Name n/ I A. Consultant
FILING REQUIREMENTS
If a person who requests official action on a matter knows that the requested action will confer
an economic benefit on any City official or employee that is distinguishable from the effect that
the action will have on members of the public in general or a substantial segment thereof, you
shall disclose that fact in a signed writing to the City official, employee or body that has been
requested to act in the matter, unless the interest of the City official or employee in the matter is
apparent. The disclosure shall also be made in a signed writing filed with the City Secretary.
[Ethics Ordinance Section 2-349 (d)].
CERTIFICATION
I certify that all information provided is true and correct as of the date of this statement, that I
have not knowingly withheld disclosure of any information requested, and that supplemental
statements will be promptly submitted to the City of Corpus Christi, Texas, as changes occur.
Certifying Person: W7/eeY Title: (r)W17eSignature of Date: c_//
Certifying Person: dzoft �� �� G7( ,4 c j /
DEFINITIONS
a. "Board member." A member of any board, commission, or committee of the city, including the board
of any corporation created by the city.
b. "Economic benefit". An action that is likely to affect an economic interest if it is likely to have an effect
on that interest that is distinguishable from its effect on members of the public in general or a
substantial segment thereof.
c. "Employee." Any person employed by the city, whether under civil service or not, including part-
time employees and employees of any corporation created by the city.
d. "Firm." Any entity operated for economic gain, whether professional, industrial or commercial, and
whether established to produce or deal with a product or service, including but not limited to, entities
operated in the form of sole proprietorship, as self-employed person, partnership, corporation, joint
stock company, joint venture, receivership or trust, and entities which for purposes of taxation are
treated as non-profit organizations.
e. "Official." The Mayor, members of the City Council, City Manager, Deputy City Manager, Assistant
City Managers, Department and Division Heads, and Municipal Court Judges of the City of Corpus
Christi, Texas.
f. "Ownership Interest." Legal or equitable interest, whether actually or constructively held, in a firm,
including when such interest is held through an agent, trust, estate, or holding entity. "Constructively
held" refers to holdings or control established through voting trusts, proxies, or special terms of
venture or partnership agreements.
g. "Consultant." Any person or firm, such as engineers and architects, hired by the City of Corpus
Christi for the purpose of professional consultation and recommendation.
CERTIFICATE OF INTERESTED PARTIES
FORM 1295
1 of 1
Complete Nos.1-4 and 6 if there are interested parties. OFFICE USE ONLY
Complete Nos.1,2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING
1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number:
of business. 2016-36979
Whatchamacaller's Place
Corpus Christi ,TX United States Date Filed:
2 Name of governmental entity or state agency that is a party to the contract for which the form is 04/07/2016
being filed.
City of Corpus Christi Date1Ackn ledged:/,i
3 Provide the identification number used by the governmental entity or state agency to track or identify the contract,and provide a
description of the goods or services to be provided under the contract.
xxx
Shoe Shine Services to customers at the Airport
4 Nature of interest(check applicable)
Name of Interested Party City,State,Country(place of business)
Controlling Intermediary
5 Check only if there is NO Interested Party.
X
6 I swear,or affirm,under penalty of perjury,that the above disclosure is true and correct.
%�►� DIANA CASAREZ
My Commission Expires 1�
` April 26,2016
Signature of authorized agent of contracting business entity
AFFIX NOTARY STAMP/SEAL ABOVE ``�p'\' `
Sworn to and subscribed before me,by the said 0 a 0^011 ,this the 1 day of in pi i I ,
20 I �Q ,to certify which,witness my hand and seal of office.
I �
r n
Signature of o icer administering •.t' Printed name of office ac ministering oath Title of o cer .dmi stering oath
Forms provided by Texas Ethics Corn rasion www.ethics.state.tx.us Version V1.0.312