HomeMy WebLinkAboutC2019-508 - 9/24/2019 - Approved ON-AIRPORT RENTAL CAR CONCESSION AND LEASE AGREEMENT
COASTAL BEND RENT A CAR,INC.(AVIS)I SOUTH TEXAS AUTO RENTAL SERVICES,LLC (BUDGET)
STATE OF TEXAS §
COUNTY OF NUECES §
This ON-AIRPORT RENTAL CAR CONCESSION AND LEASE AGREEMENT("Agreement")is entered into
by and between the City of Corpus Christi, a Texas home-rule municipality ("CITY"), acting through its Director of
Aviation ("Director"), and Coastal Bend Rent-A-Car, Inc., a Texas corporation, (doing business as Avis Rent A
Car) and South Texas Auto Rental Services, LLC, a Texas limited liability company (doing business as Budget Rent
A Car) operating under the laws of the State of Texas (collectively, the latter two parties being referred to as
"CONCESSIONAIRE").
WHEREAS, the CITY owns and operates the Corpus Christi International Airport located in Corpus Christi,
Nueces County, Texas ("Airport");
WHEREAS, rental car services on and at the Airport are essential to the proper accommodation of passengers
arriving at and departing from the Airport; and
WHEREAS, the CITY desires to make the services available at the Airport and CONCESSIONAIRE is qualified
to furnish and perform the necessary services pursuant to this Agreement.
NOW, THEREFORE, in consideration of the foregoing and the terms, conditions, and covenants stated in this
Agreement,the parties agree for themselves, their successors, and authorized assigns, as follows:
ARTICLE I. TERM
The term of this Agreement is five years, effective October 1, 2019, and ending at midnight on September 30, 2024,
unless sooner terminated as provided in this Agreement. Any holdover by CONCESSIONAIRE following the expiration
of this Agreement may only occur if in accordance with the holdover provisions set out elsewhere in this Agreement.
ARTICLE II. PRIVILEGE OF CONCESSION AND LEASE; NONEXCLUSIVE
A. CITY hereby awards and grants to CONCESSIONAIRE, and CONCESSIONAIRE hereby accepts, the
privileged right and obligation to conduct and operate an on-Airport rental car service at the Airport
("Concession")and the lease of land and improvements located on Airport property for the sole purpose of
operating the Concession("Lease"),all during the term of this Agreement on a nonexclusive basis for the
purpose of arranging rental car and related services for Airport customers where such services are
furnished by CONCESSIONAIRE. For the purposes of this Agreement, "customer" means any person,
including an entity, that rents a motor vehicle from a car rental company at the Airport regardless of
whether the person receives the vehicle on the Airport premises and includes any person receiving
complimentary or discounted rentals. For purposes of this Agreement, "car" means any non-chauffeured,
self-propelled motor vehicle on four wheels for passenger transportation with a maximum capacity of 15
passengers (including the driver). Self-haul(such as U-HaulTN), freight, and cargo trucks, delivery vans and
trailers,and motor homes do not qualify as cars under this Agreement, and rentals of such motor vehicles are
not permitted at the Airport. "Vehicle" may be used to denote "car" in the Agreement, but any interpretation
of the meaning or context of use of the word "vehicle" is limited to the definition of"car"specifically provided
herein.
B. The concession rights and privileges granted and awarded to CONCESSIONAIRE are expressly made
subject to all terms, conditions, and covenants of this Agreement. CONCESSIONAIRE specifically
acknowledges and understands that City intends to grant rental car concessions to other persons. The
award of concession rights and privileges to such other concessionaires shall not constitute a violation
of this Agreement nor, in the event of the cessation or termination of such other rental car concessions
during the term hereof, shall the award of concession rights and privileges, and the lease of necessary
land and improvements, to a substitute or successor concessionaire constitute a violation of this
Agreement. Notwithstanding the foregoing and in recognition of the staff time, resources,and expenses
incurred by the CITY in undertaking a solicitation and lease of this nature, any rental car concession
operator who was an incumbent on or within the six-month period immediately preceding the date of the
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SCANNED
CITY'S City Council approval, by ordinance, of the execution of this Agreement and who chose not to
participate by submitting a proposal or, if submitted, had the proposal rejected by CITY as incomplete or
nonresponsive, will not be afforded an opportunity to locate on-Airport until the expiration of 24 months
following the effective date of this Agreement, such opportunity and ability to locate on or after that time
period being subject to an award of concession privileges and the grant of a lease by the CITY'S City
Council.
C. As a nonexclusive Concession,CITY has the right to deal and perfect agreements or arrangements with any
other person,firm,or company to engage in similar activities;provided,however,that no such other on-Airport
rental car concession agreement or arrangement may contain terms, conditions,or covenants more favorable
to any other rental car concessionaire than those granted to CONCESSIONAIRE in this Agreement (excluding
differences related to the number of allocated terminal counter/office space, terminal parking spaces, the
location of the concession area, and the location of service/maintenance facilities, all of which are determined
by the minimum annual guarantee provisions under this Agreement), including as to any rents, fees, or
guarantees provided for in this Agreement. In the event that any agreement granted by the CITY to any other
on-airport rental car concessionaire may be deemed to contain terms,conditions,or covenants more favorable
to such other concessionaire than the terms, conditions, and covenants in this Agreement, then, the CITY
may, at its sole discretion, amend this Agreement to include terms, conditions, and covenants that are
comparable to that of the other on-airport rental car concessionaire.
ARTICLE ill. LEASED PREMISES
A. In accordance with this Agreement, CITY leases to CONCESSIONAIRE sufficient space to conduct its
Concession operations within the Airport terminal building located at 1000 International Drive in Corpus Christi
and at a separate quick turnaround area("QTA"), also on Airport property and located at 474 Pinson Drive, in
Corpus Christi, both locations as further described in this Agreement and depicted in Exhibits "A" and "B"
(which includes terminal counter, office, queuing, and hallway space as well as ready/return parking lot
spaces) and Exhibits "C," "D," and "E" (QTA facility area; QTA office and maintenance location, fueling
stations, car wash bays, and support/storage areas; and QTA queuing lanes, employee parking, and
temporary storage vehicle parking), all exhibits being attached to this Agreement and the content of each
exhibit being Incorporated by reference into this Agreement as if set out fully here in its entirety. Collectively,
the two separate locations(terminal and QTA),each of which contains common use areas and exclusive use
areas for the operation of CONCESSIONAIRE'S Concession, may be referred to in this Agreement as the
"Leased Premises".
B. The Leased Premises, as noted,consists of both common use areas and exclusive use areas. Common use
areas are defined to include all land, buildings,walkways, landscaping, and other improvements leased within
as well as outside of the Airport terminal building and within the boundaries of the QTA, as applicable, that
are not otherwise exclusively leased by CONCESSIONAIRE and are available for shared use by
CONCESSIONAIRE as well as by any other rental car concession operator who has executed a similar
concession and lease agreement with CITY, as such land and facilities are further delineated in this
Agreement and Exhibits A, B, C, D and E, and which areas are subject to modification or adjustment in size
or availability for use from time to time by the Director as may be necessary for the efficient operation of the
Airport terminal building and the QTA.Ready/return parking lot spaces,as further delineated in this Agreement
and the exhibits, are deemed common use areas that are preferentially assigned by the Director and subject
to reallocation and reassignment during the term of this Agreement, as such reallocation and reassignment
are further described elsewhere in this Agreement. Exclusive use areas are defined to include all allocated
counter, office, service/maintenance space, and queuing lane space designated and leased only to
CONCESSIONAIRE, as further delineated in this Agreement and the exhibits, and which may be subject,
under specified terms and conditions set out elsewhere in this Agreement, to removal from exclusive use and
reallocation of the space at one or more times during the term of this Agreement. The Director's decisions in
administering this Agreement shall be reasonably applied with due regard to the rights of the parties
hereunder.
C. Terminal Space— Inside. Common use areas and exclusive use areas in the Airport terminal building and
adjacent parking lot area are leased to CONCESSIONAIRE as follows:
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1, Allocation of Counter/Office Spaces; Location. Counter/office spaces will be allocated by the CITY
on or about October 1, 2019, based upon the initial minimum annual guarantee ("MAG') amount
submitted by CONCESSIONAIRE, in response to the City's request for proposals for award of an on-
Airport rental car concession("RFP"), as measured against the MAG amounts submitted by all rental
car concession operators. (A copy of the RFP and CONCESSIONAIRE'S submitted response to the
RFP are both incorporated by reference into this Agreement as if set out here in their entireties.) The
rental car concession operator who submitted the highest MAG will choose their preferred counter
location first;the operator who submitted the second highest MAG will choose their preferred counter
location next from the remaining available locations;and selections of the remaining counter locations
will continue in the same manner and descending MAG order until all rental car concession operators
have selected a location. If CONCESSIONAIRE, immediately prior to the execution of this
Agreement, was a current rental car concession operator at the Airport, CONCESSIONAIRE may
elect to, upon its turn in order of MAG priority and subject to such space remaining available, retain
its existing counter location. The foregoing notwithstanding,consideration may be given by the CITY,
in its sole discretion, to determine the location of CONCESSIONAIRE'S counter space to minimize
relocation costs and to balance the utilization of the counter spaces.The counter location selected by
CONCESSIONAIRE includes the companion adjacent office and customer queuing area.
CONCESSIONAIRE'S counter, office, and queuing space are shown in Exhibit A.
2. Designation of Counter,Office, Queuing,and Hallway Spaces. CONCESSIONAIRE'S assigned
terminal counter, office, and queuing spaces are deemed exclusive use areas. The hallway space
for ingress and egress adjoining CONCESSIONAIRE'S office space(as well as adjoining all other
rental car concession operators'office spaces) is deemed a common use area.
3. Rent for Counter and Office Soacee. CONCESSIONAIRE shall pay to CITY, without notice or
demand,for the right and privilege of doing business at the Airport via occupancy of counter and office
spaces, use of the common hallway, and use of the assigned queuing space (collectively, the
"Terminal Counter/Office Space")an annual terminal rental rate per square foot equal to 100%of the
applicable annual signatory airline square footage rate, regardless if Concessionaire operates under
a single brand or dual brands, multiplied by the total square footage shown in Exhibit A for terminal
Terminal Counter/Office Space # 3 occupied by CONCESSIONAIRE, such area totaling
approximately 595.39 square feet, to be paid in equal monthly installments. The Terminal Counter/
Office Space rent is due on or before the 1st day of each month beginning October 1, 2019. The
annual terminal rental rate per square foot is subject to adjustment during the term of this Agreement
whenever the terminal rental rate charged to the signatory airlines is increased. Should the signatory
airlines' terminal rental rate be increased, CITY shall provide CONCESSIONAIRE with at least 30
days advance written notice of any change in the Terminal Counter/Office Space rental rate;
CONCESSIONAIRE shall be obligated to pay the new Terminal Counter/Office Space rental rate on
and after the effective date of the change; and the annual amount due (and pro rata monthly amount
due)will be modified accordingly.
D. Terminal Space—Outside. Common use areas and exclusive use areas in the Airport terminal's adjacent
ready/return parking lot area are leased to CONCESSIONAIRE as follows:
1. Allocation of Terminal Ready/Return Parking Spaces; Location. An initial allocation of terminal
parking spaces in the adjacent ready/return parking lot will be made by the CITY on or about October
1, 2019, based upon the initial MAG amount submitted by CONCESSIONAIRE, in response to the
City's RFP, as a percentage of all MAGs and that percentage multiplied by the total available
ready/return spaces. CONCESSIONAIRE will be allocated not less than 10 ready/return spaces.The
location of the Ready/Return spaces for each successful Bidder will be determined by the Airport
Director or his designee, in the Director's sole discretion. The foregoing notwithstanding,
consideration may be given by the Director, in his sole discretion, to determine the location of
CONCESSIONAIRE'S parking spaces to minimize relocation costs for the Airport and to balance the
utilization of all parking spaces. Collectively, all allocated terminal ready/return parking spaces of
CONCESSIONAIRE (including front end spaces) may be referred to as the "Parking Spaces." The
initial allocation of Parking Spaces is and will remain effective until the next allocation date or the end
of the term of this Agreement if there is nota subsequent allocation date. Exhibit B depicts the terminal
ready/return parking lot and its boundaries. Following the initial allocation process,
CONCESSIONAIRE will be provided with a separate, supplementary assignment list depicting
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CONCESSIONAIRE'S initial allocation of Parking Spaces, such list then being incorporated by
reference and forming part of Exhibit B as if such list were set out here in this Agreement.
2. Designation of Terminal Ready Return Parking Lot and Assigned Parking Spaces. The ingress
and egress areas of the terminal parking lot are deemed common use spaces. The initial allocated,
selected,and assigned Parking Spaces of CONCESSIONAIRE are deemed exclusive use areas while
assigned to CONCESSIONAIRE.
3. Rental for Parking Spaces; Sales Tax. CONCESSIONAIRE shall pay to CITY, without notice or
demand, for the right and privilege of doing business at the Airport via occupancy of the Parking
Spaces a monthly rental rate of$25.00 per individual parking space multiplied by the total number of
spaces occupied by CONCESSIONAIRE. The Parking Spaces rent is due on or before the 1st day
of each month beginning October 1, 2019. The Parking Spaces rental rate is based on the average
cost of providing vehicular parking areas for tenants and passengers using the Airport, and,such
Parking Spaces rental rate is subject to change annually during the term of this Agreement, effective
on and after the yearly anniversary date of this Agreement, upon advance written notice to
CONCESSIONAIRE; provided, however, that any change in the Parking Spaces monthly rental rate
shall not exceed an increase of more than$2 per individual parking space. CONCESSIONAIRE shall
be obligated to pay the new Parking Spaces rental rate beginning on the date shown in the notice;
and the subsequent monthly amount due from CONCESSIONAIRE will be modified accordingly.
CONCESSIONAIRE shall, in addition to paying rent on the Parking Spaces, also pay any applicable
sales tax due for the Parking Spaces allocated to CONCESSIONAIRE.
4. Reallocation of Parking Spaces. At the end of the second anniversary of the effective date of this
Agreement, the Parking Spaces assigned by initial allocation to CONCESSIONAIRE shall be
reallocated in the event that at least one rental car concession operator had a market share
percentage point change that would result in an increase or decrease of at least 10 Parking Spaces
for that rental car concession operator for the immediately preceding 12-month measurement period
of the Agreement. "Market share,"for the purposes of this Agreement, means the amount,expressed
as a percentage, equal to the quotient of(i)CONCESSIONAIRE'S Gross Revenues(as such term is
defined in this Agreement)during the immediately preceding 12-month period divided by(ii)the sum
of the Gross Revenues of CONCESSIONAIRE and all other rental car concession operators during
such 12-month period. The City shall endeavor to retain the reallocated parking spaces in the same
general area as the previously allocated parking spaces,considering the requirement for all rental car
concession operators to retain a certain number of front end parking spaces. In the event of a
reallocation of terminal ready/return parking spaces, CONCESSIONAIRE shall be provided with an
updated list of Parking Spaces, such list then replacing the previous list, being incorporated by
reference without need of a formal amendment to this Agreement and forming part of Exhibit B as if
such list were originally set out here in this Agreement.
5. Ready/Return Parking Lot Signage. In the event CONCESSIONAIRE desires to add a company
logo or other identifier on the parking space identification signage for any of CONCESSIONAIRE'S
Parking Spaces, CONCESSIONAIRE shall provide the CITY the finished signage faceplate complete
with logo/identifier and space number(with the City providing the sign pole), such signage markings
being subject to the final approval of the Director, which approval shall not be unreasonably withheld
or delayed. The CITY shall be responsible for acquiring and installing all other signage in the terminal
ready/return parking lot. A sample numbered parking space sign and its associated sign pole are
shown in Exhibit B.
E. Quick Turnaround Area Facility. Common use areas and exclusive use areas in the Airport QTA facility
are leased to CONCESSIONAIRE as follows:
1. Allocation of QTA Facilities;Location. The selection and allocation of QTA facility space,to include
office/admin and shop/maintenance spaces (referred to as "Area 1")and queuing and parking lanes
(referred to as "Area 2")(collectively, the'QTA Space"), will be made by CITY on or about October
1, 2019, as follows: Area 1's selection is based upon the initial MAG amount submitted by
CONCESSIONAIRE, in response to the City's RFP, as measured against the MAG amounts
submitted by all rental car concession operators; and Area 2's allocation is based on the initial
percentage allocation of the terminal ready/return spaces to CONCESSIONAIRE. With regard to the
selection of Area 1 space, the rental car concession operator who submitted the highest MAG will
choose their preferred Area 1 location first; the operator who submitted the second highest MAG will
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choose their preferred location next from the remaining available locations; and selections of the
remaining locations will continue in the same manner and descending MAG order until all rental car
concession operators have selected a location. If CONCESSIONAIRE, immediately prior to the
execution of this Agreement, was a current rental car concession operator at the Airport,
CONCESSIONAIRE may elect to, upon its turn in order of MAG priority and subject to such space
remaining available, retain its existing Area 1 location. Regarding the allocation of Area 2 space,the
portion of Area 2 initially allocated to CONCESSIONAIRE will be determined after the entirety of the
Area 2 vehicle area has been allocated to all rental car concessionaires, and Area 2 shall be
reallocated proportionally among all rental car concession operators following the second full year of
the Agreement pursuant to the terminal ready/return parking space reallocation set out in Article
III.D.4. The foregoing notwithstanding,consideration may be given by CITY, in its sole discretion, to
determine the location of CONCESSIONAIRE'S QTA Space to minimize relocation costs and to
balance the utilization of all QTA locations. Exhibit C depicts the entire QTA facility location and its
boundaries. CONCESSIONAIRE'S specific selected and allocated QTA Space at the facility is as
shown in Exhibit D.
2. Designation of QTA Facility Space. CONCESSIONAIRE'S selected QTA Area 1 location
(office/admin and shop/maintenance) is deemed an exclusive use area. The walkways; sidewalks;
fueling stations and lanes; the car wash bays; employee parking areas; vehicle queuing and parking
lanes(Area 2); and the ingress and egress to the QTA facility are deemed public/common use areas.
The queuing lanes, as depicted in Exhibit C, are provided for daily use by CONCESSIONAIRE for
parking its vehicles as rentals in the QTA. The parking lanes located on the northeast side of the QTA
facility are provided for use by CONCESSIONAIRE solely for the temporary, short term storing of its
vehicles for daily use at the QTA.
3. Rental for QTA Space. CONCESSIONAIRE shall pay to CITY, without notice or demand, for the
right and privilege of doing business at the Airport via occupancy of the QTA Space and use of the
facilities an annual rental rate of$7.35 per square foot for office/admin space, such area being 850
square feet as shown in Exhibit D, for a total annual amount of $6,247.50, paid in equal monthly
installments of$520.62, with the last month's installment being $520.68. CONCESSIONAIRE shall
pay to CITY an annual rental rate of$5.65 per square foot for shop/maintenance space, such area
being 775 square feet as shown in Exhibit D, for a total annual amount of$4,378.75, paid in equal
monthly installments of $364.89, with the last month's installment being $364.96.
CONCESSIONAIRE shall pay to the CITY an annual rental rate of $0.40 per square foot for the
CONCESSIONAIRE'S allocated portion of Area 2, such vehicle area being a portion of the queuing
lanes and parking lanes shown in Exhibit C. CONCESSIONAIRE shall pay to CITY the pro rata share
of Area 2's vehicle area assigned to CONCESSIONAIRE. The QTA Space rent shall be paid by
CONCESSIONAIRE on or before the 20th day of each month beginning October 1, 2019, in equal
monthly installments, with the last month's installment being the adjusted amount necessary to
complete the full annual amount due. The annual QTA Space rent is based on the amounts shown
in the Airport's third-party appraisal report. Rental rates for all Airport real properties are adjusted on
a five-year cycle and are based on a fair market appraisal conducted by the City. The next appraisal
is scheduled to be completed on or about August 23, 2023. The City reserves the right to adjust the
rent in accordance with(i)reallocation that occurs pursuant to Article III.D.4, (ii)with the next appraisal
report, or(iii)Federal Aviation Administration("FAA")requirements. For purposes of determining the
fair market value by appraisal, the values determined by the appraiser are final. Should the OTA
Space rental rate change, CITY shall provide not less than 60 days advance written notice of any
change; CONCESSIONAIRE shall be obligated to pay the new annual QTA Space rental rate on and
after the effective date of the change; and the annual amount due(and pro rata monthly amount due)
will be modified accordingly.
ARTICLE IV. GUARANTEED CONCESSION REVENUES
A. Concession Fee. In exchange for the privilege of conducting and operating a Concession at the Airport,
CONCESSIONAIRE shall pay to CITY, without notice or demand, an annual concession fee ("Concession
Fee"). The Concession Fee for the first year of the Agreement is defined to be (i) a percentage fee
("Percentage Fee") equal to 11% of CONCESSIONAIRE'S annual Gross Revenues ("Required
Percentage")or(ii)the MAG amount proposed and promised by CONCESSIONAIRE pursuant to the City's
RFP, whichever is greater. For the second and subsequent years of the Agreement, the Concession Fee is
defined to be the Required Percentage or the adjusted MAG amount("Adjusted MAG"), whichever is greater.
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The Adjusted MAG is defined to be an amount equal to 85% of the previous year's total payments of the
Concession Fee paid to CITY, but in no case will the Adjusted MAG amount ever be lower than the first year's
MAG amount submitted by CONCESSIONAIRE in the RFP and accepted by CITY. The first year's baseline
MAG amount to be paid by CONCESSIONAIRE is $ 227,160.00. Any concession recovery fee or
recoupment fee stated on a customer invoice and charged to the customer by CONCESSIONAIRE shall not
exceed 12.36% of the total charge to the customer prior to the assessment of the concession recovery fee or
recoupment fee.
B. Concession Fee Due; Remittance. On or before the 1st day of each month of this Agreement,
CONCESSIONAIRE, without notice or demand, shall pay a monthly installment equal to 1/12th of the annual
MAG amount or Adjusted MAG amount, as may be applicable pursuant to paragraph A above.
CONCESSIONAIRE,without notice or demand,shall remit to CITY, on or before the 20th day of each month,
beginning the second month of this Agreement, the excess, if any, between the monthly installment of the
MAG or Adjusted MAG, as applicable, paid for the preceding month and the Required Percentage due for
such preceding month. Payment of the Required Percentage amount will be determined and is based upon
the Gross Revenues of the CONCESSIONAIRE for the immediately preceding month.
C. Monthly Gross Revenues Statement; Due Date; Late Fee. On or before the 20th day of each month,
beginning the second month of this Agreement, CONCESSIONAIRE shall provide CITY with a certified
statement detailing CONCESSIONAIRE'S Gross Revenues, CONCESSIONAIRE'S transaction information,
and any other data and information for the preceding month as may be required by the CITY, with such
statement required to be signed by a responsible manager of CONCESSIONAIRE attesting to the accuracy
of the data and information presented ("Gross Revenues Statement"). A blank copy of the required form of
the Gross Revenues Statement is attached to this Agreement as Exhibit "F," the content of which is
incorporated into this Agreement as if set here in its entirety. If any Gross Revenues Statement is not received
on or before the date due, CONCESSIONAIRE shall pay an administrative late fee of 15% of the pro rata
Concession Fee due for that month or$500.00, whichever is greater.
D. Gross Revenues — Included. For the purposes of this Agreement, "Gross Revenues" means the total
amount charged to customers by CONCESSIONAIRE whether by cash, credit or otherwise, including any
separately stated fees and charges related to CONCESSIONAIRE'S rental car business as authorized by this
Agreement, any activities related directly to that business, and any other business operations of
CONCESSIONAIRE in the rental car areas or elsewhere at the Airport including,but not limited to,the Airport's
terminal,fixed base operators' locations,the QTA, and other Airport property. Gross Revenues applies to all
cars supplied by CONCESSIONAIRE to its customers at the Airport without regard to the manner in which or
place at which a rental car agreement is entered into and without regard as to whether the car is owned,
leased, rented or otherwise held by CONCESSIONAIRE. Revenues which may be derived from sources
similar but not identical to those described in this Agreement are required to be included in Gross Revenues.
All revenue is included in Gross Revenues unless specifically excluded by this Agreement. For the avoidance
of doubt, and not as a limitation on the general applicability of the foregoing definition of Gross Revenues, it
is agreed and understood that Gross Revenues expressly includes, but is not limited to:
1. Time and Mileage. Fees for the rental or leasing of vehicles pursuant to daily or time charges and/or
mileage charges and fees;
2. Intentionally left blank.
3. Vehicle Registration RecoverylRecoupment Fees. Fees charged to customers for
CONCESSIONAIRE'S recovery or recoupment of vehicle tax, title, and licensing or registration fees
for its fleet vehicles;
4, Fuel. Fees for all fuel options collected from or charged to customers such as, but not limited to,
prepayment of fuel,refueling(including charges for fuel and refueling services),and any other charges
related to fuel, fuel replacement, and/or servicing and including all monies collected from and/or
charged to customers in advance for fuel pursuant to a rental agreement;
5. Insurance. Premiums and any other fees and charges for acceptance of all types of insurance and/or
insurance supplements including, but not limited to, personal accident insurance, personal effects
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insurance, baggage insurance, liability insurance, medical protections and coverage, and personal
effects protection insurance;
6. Waivers. Fees and charges for all types of acceptance of insurance waivers or loss or damage
waivers of all types such as, but not limited to, loss damage waiver, collision damage waiver, partial
waivers, and windshield damage waivers;
7. Upgrades, Exchanges, and Special Fees. Fees and charges for all vehicle upgrades and
exchanges and all one-way, inter-city, or special surcharges and similar fees;
8. Additional Equipment. Fees and charges for additional equipment, communications, and
technology including, but not limited to, infant car seats, child restraint seats, car racks, radios,
phones, navigation, Wi-Fi, satellite services, and sound systems;
9. Miscellaneous and Optional Fees/Charges. Fees and charges for all miscellaneous items and
services including, but not limited to, additional drivers, drivers under a certain age, keys,cleaning of
vehicles, roadside assistance, towing, and valet services; fees charged for charged for government
rentals including any"Government Administrative Rate Supplement(GARS)"or similar fee; and fees
charged to customers carbon offset or other environmental programs;
10. Contracted Services. Fees generated from contracted services with other Airport concessionaires,
users, and tenants,and any other third parties;
11. Concession Recovery/Recoupment Fees. Fees charged to customers for CONCESSIONAIRE'S
recovery or recoupment of the amount of the Concession Fee paid to the City (not to exceed the
limitation amount stated elsewhere in this Agreement);
12. Operating Costs. Charges to recover any of CONCESSIONAIRE'S operating costs including, but
not limited to,franchise fees and other taxes or surcharges levied on CONCESSIONAIRE'S activities,
facilities, equipment, real or personal property, payroll taxes, income taxes, and taxes on frequent
flyer miles paid directly to an airline; and
13. Other. Any and all other fees and charges charged to a customer and all receipts, compensation,
revenue, or other consideration received or accrued to CONCESSIONAIRE, CONCESSIONAIRE'S
franchisor or any other affiliated person or entity for or on account of the CONCESSIONAIRE'S rental
car concession, its operations,or its fleet of vehicles, unless specifically excluded in this Agreement.
E. Gross Revenues — Excluded. Unless revenues from CONCESSIONAIRE'S rental car business are
expressly and specifically excluded from Gross Revenues under this Agreement ("Allowable Exclusions"),
such revenues must be included in Gross Revenues. CONCESSIONAIRE may expressly exclude from Gross
Revenues the following Allowable Exclusions, such items being specifically excluded from Gross Revenues
in this Agreement as follows:
1. Customer Facility Charge. Monies collected by CONCESSIONAIRE from CONCESSIONAIRE'S
customers who rent or otherwise enter into a similar arrangement for the use of a car with
CONCESSIONAIRE and who incur customer facility charges for each transaction day as mandated
by and in accordance with City law("CFC")for the benefit of CITY and the Airport, as such CFC rate
amount may be determined by CITY during the term of this Agreement. For the purposes of this
Agreement, "transaction day" means that period a car is rented to a customer for twenty-five(25)or
fewer hours for the initial or first transaction day and any portion of one or more additional twenty-
four-hour period(s)for each transaction day thereafter. CFCs shall be identified on separate lines on
the customer contract,before taxes,and shall be described as the"transaction fee"or"airport facility
fee." While the monthly Gross Revenues statement includes a line for reporting of CFCs, such CFCs
do not constitute a Gross Revenue of CONCESSIONAIRE.
2. Taxes. Monies collected from CONCESSIONAIRE'S customers for federal, State, City, or other
local/municipal taxes levied on the rental transaction or the sale to the customer of ancillary products
or services which are required by law to be charged to customers and remitted to a taxing authority.
These taxes shall be separately stated (separate line item)and computed on the rental agreements
and identified for the customer. It is agreed and understood that neither the CFC, nor the Concession
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Fee payable by CONCESSIONAIRE pursuant to this Agreement,nor the Airport Security Fee(below)
constitute a tax.
3. Recovery of Actual Damages/Loss/Conversion. Monies received by CONCESSIONAIRE as
reimbursement or compensation for actual damages to, or loss or conversion of, vehicles rented to
customers at the Airport, whether paid by customer, an insurance company, or other third party.
4. Local or National Discounts. Any local or national discounts provided to customers at the time of
rental, separately stated on the customer's rental agreement, and discount taken on customer's
receipt upon vehicle return; provided,however,that any discount,dividend, rebate, or other reduction
in charges applied retroactively (i.e., after completion of the rental transaction at the time of vehicle
return), including volume discounts and other corporate business incentive programs of
CONCESSIONAIRE (e.g., corporate/commercial discounts or dividends) are not an Allowable
Exclusion from Gross Revenues.
5. Airport Security Fee. Monies collected from CONCESSIONAIRE'S customers for the Airport
Security Fee, as described previously in this Agreement.
6. Tickets/Fines/Tolls and Towing. Amounts received by CONCESSIONAIRE as payment from
customers for red light tickets; parking tickets;other governmental fines and fees associated with such
tickets;towing; and impounded vehicles. For clarity, any administrative fees that may be charged by
CONCESSIONAIRE to its customers (related to this allowed exclusion from Gross Revenues) are
expressly not permitted to be excluded.
F. Gross Revenues — Prohibited Reductions. CONCESSIONAIRE is prohibited from reducing Gross
Revenues by any of the following:
1. Volume Discounts and Rebates. Corporate or volume discounts or rebates, unless
CONCESSIONAIRE can establish for each corporate or volume customer invoice: (a)the amount of
the discount or rebate; (b)that the customer has a contractual right to the discount or rebate;and(c)
that the amount CONCESSIONAIRE claims as an exclusion from Gross Revenues is attributable to
rental car transactions at the Airport by that corporate or volume customer. Furthermore, even if the
above criteria can be established for each corporate or volume customer invoice, Gross Revenues
may not be reduced by corporate or volume discounts or rebates unless the discount or rebate: (i)is
documented for each transaction day of a customer during a given month and (ii) the necessary
transaction information and documentation is timely submitted with CONCESSIONAIRE'S monthly
Gross Revenues report.
2. Credit for Out-of-Pocket Purchases. Credits or refunds given to CONCESSIONAIRE'S customers
or deductions or credits made on rental car agreements or receipts for such things as out-of-pocket
purchases of fuel, oil, or emergency services, without limitation, regardless of where such purchase
is made or provided, may not be deducted from Gross Revenues.
3. Bad Debts. Any charge that CONCESSIONAIRE customarily incurs or makes for goods and services
even though CONCESSIONAIRE fails, or failed, to collect such a charge may not be deducted from
Gross Revenues (i.e., no charge-backs of bad debt permitted).
G. Overpayment/Underpayment of Concession Fee and Other Amounts. If the aggregate Concession Fee
due for any year of this Agreement exceeds the greater of (i) the MAG applicable to such year or (ii) a
Percentage Fee equal to the Required Percentage of its Gross Revenues for such year, the overpayment
shall be credited to CONCESSIONAIRE'S account as CITY may determine; provided, however, in no event
shall CONCESSIONAIRE take a credit against any subsequent Concession Fee or other payment owed to
CITY for any such overpayment without the prior approval of the CITY. CONCESSIONAIRE shall have no
right to set-off or off-set any Concession Fee or other payment owed to CITY under this Agreement against
any amounts that may be payable by CITY to CONCESSIONAIRE unless such credit is issued by the CITY.
If the aggregate Concession Fee payments made for any year of the Agreement is less than the greater of
either the(i)MAG or Adjusted MAG, as may be applicable in this Agreement, or(ii)the Required Percentage
of CONCESSIONAIRE'S Gross Revenues for such year, CONCESSIONAIRE shall pay the balance due to
CITY within 30 days after receipt of an invoice.
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H. If CONCESSIONAIRE terminates the Agreement(either voluntarily or involuntarily) before the completion of
the full term,then CONCESSIONAIRE shall be responsible for a full 12 months of the MAG;further,in addition
to remaining liable for any Lease payments,the CONCESSIONAIRE must pay another six months of the MAG
or until CONCESSIONAIRE'S spot is filled to ensure that the CITY is made whole.
ARTICLE V. CUSTOMER FACILITY CHARGES
A. Customer Facility Charge (CFC) Program. CITY instituted a CFC program in 2010 for the benefit of the
Airport and City,such program being enacted pursuant to Ordinance No.028575,as it may be amended from
time to time,which is codified in the Corpus Christi Code of Ordinances. CONCESSIONAIRE,upon execution
of this Agreement, understands and agrees that its performance of the Concession granted pursuant to this
Agreement is subject to all provisions of Ordinance No. 28575, as amended, and the failure of
CONCESSIONAIRE to strictly comply with Ordinance No. 28575, as amended, shall constitute a material
breach of CONCESSIONAIRE'S authorization to conduct its Concession and transact business at the Airport
and shall also constitute a material breach of the Lease.
S. CFC Payment Due. On or before the 209h day of each month, beginning the second month of this Agreement,
CONCESSIONAIRE, without notice or demand, shall remit to CITY the total CFCs collected, or that should
have been collected, on all rental car transactions originating at the Airport during the preceding month.As of
the effective date of this Agreement,the CFC rate amount is$3.50 per customer per transaction day.
C. CFC Calculation. In accordance with Ordinance No. 28575, as amended, each April during the term of this
Agreement, the Director shall recalculate the CFC to be effective June 5th of the same year. The Director
shall consider any written comments of the CONCESSIONAIRE regarding any necessary adjustment of the
CFC rate amount, but the Director, with the concurrence of the City's Director of Financial Services, has the
sole and final determination of the CFC rate amount. Should the CFC rate amount increase,the Director shall
endeavor to provide CONCESSIONAIRE with not less than 30 days advance written notice of any change;
CONCESSIONAIRE shall be obligated to charge the new CFC rate amount per customer per transaction day;
and the new CFC rate amount will remain in force unless and until subsequently modified.
D. CFC Fiduciary Relationship; Segregation. All CFCs collected by CONCESSIONAIRE are and shall be
funds held by CONCESSIONAIRE in trust for the CITY for the benefit of the Airport and recognizing the third-
party beneficiary status of any holders of any debt obligations issued by the CITY for the benefit of the Airport.
CONCESSIONAIRE and its agents hold only a possessory interest in the CFCs and no equitable interest.
CONCESSIONAIRE shall segregate, separately account for, and disclose all CFCs as trust funds in their
financial statements and shall maintain adequate records that account for all CFCs charged (or that should
have been charged) and collected (or that should have been collected). Failure by CONCESSIONAIRE to
segregate the CFCs shall not alter nor eliminate their trust fund nature.The CITY shall have the right to audit
the CFC records of CONCESSIONAIRE upon reasonable notice.
E. CFC Annual Certified Report. CONCESSIONAIRE shall provide a detailed annual CFC report by February
1,2021,for the period beginning October 1, 2019, and ending September 30, 2020,containing all information
regarding CFC collections and remittances required in prior annual reports submitted to CITY, or as may be
required by CITY. Subsequent annual reports shall be submitted by CONCESSIONAIRE each February 1 of
the following calendar year for the same successive CFC collection measurement period from October 1
through September 30. The initial annual report and each subsequent annual report must be in a form
acceptable to the Director and CITY. Each annual report must be certified and signed by an officer of
CONCESSIONAIRE attesting to the accuracy of the data and information presented in the report.
F. Contingent Fee. If, in any Concession Agreement year, the projected amount collected through CFCs is
expected to be insufficient to meet the applicable reserves for QTA debt and expense obligations of the City,
CONCESSIONAIRE agrees to pay an additional fee at the times and in the same manner as CFC fees are to
be paid as required by the terms of this Agreement, in an amount determined by the City in its sole discretion
(after allocating the amount of the additional fee among all concessionaires operating a rental car concession
at the Airport based on their pro rata share)that shall be sufficient to provide funds in an amount at least equal
to the difference between the projected CFC collections for such year and the amount necessary to meet the
applicable debt and expense requirements,which additional fee shall be referred to in this Agreement as the
"Contingent Fee."
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G. Authorized Uses of CFCs. Pursuant to ordinance adopted by the City (see Chapter 9 of the City Code),
CFCs are only authorized to be used by the City for the following City-incurred expenditures: costs associated
with the design, acquisition, planning, development, construction, operation, maintenance, repair, equipment,
and replacement of facilities and related improvements made use of in or connected to the business of renting
cars at the airport.Any or all of the CFCs collected may be pledged to the punctual payment of debt service
on obligations (and any other pecuniary obligation) issued by or on behalf of the City for the benefit of the
Airport for the cost of the car rental portion of facilities, parking lots, buildings, and other improvements, and
to create and maintain reasonable City operating and maintenance reserves as well as capital asset repair
and replacement reserves. Eligible costs for the car rental facilities and related improvements include all costs,
fees, and expenses associated with the City's design, acquisition, planning, development, construction,
equipping,operation and maintenance,capital repair and replacement, and site improvement. Nothing herein
shall be construed to make fees, costs, or expenses incurred in tenant improvements for space exclusively
used by a car rental company ineligible. "Equipping," for the purposes of this section, is limited to providing
necessary equipment within the common use areas and car maintenance bays of the car rental facilities.
"Operation and maintenance," for the purposes of this section, does not include fees, costs, or expenses
incurred for or associated with consumables, such as paper supplies, oils and lubricants, or other products
used in the business of the car rental facilities. Pursuant to the Texas Constitution, CFCs, as revenue of the
City, may not be expended for the benefit of any private person or entity without a municipal public purpose
and benefit being provided for and accomplished.
ARTICLE VI. OTHER CONCESSION-RELATED FEES AND CHARGES
A. Airport Security Fee. As deemed necessary, the Director, in his/her sole discretion, shall hire security
personnel to provide security as required by current and future FAA mandates for the rental car operation
areas and related facilities,for which the CONCESSIONAIRE shall charge its customers $1 per transaction
day as an Airport Security Fee. This charge must be added to every car rental agreement. On or before the
20th day of each month of this Agreement, CONCESSIONAIRE, without demand or notice, shall remit the
Airport Security Fees due to CITY. The Airport Security Fee rate amount is subject to change annually during
the term of this Agreement,effective on and after the yearly anniversary date of this Agreement,upon advance
written notice to CONCESSIONAIRE.
B. QTA Fueling Facilities; Charges and Deposits.
1. City agrees to purchase and have delivered to the QTA regular grade unleaded fuel and standard
grade vehicle oil to be utilized by CONCESSIONAIRE for use in conducting the required Concession
operation. CONCESSIONAIRE agrees to purchase and use only the fuel from the fueling station at
the QTA for all vehicles used as rental vehicles at the Airport. Failure to purchase fuel solely from the
QTA shall be considered a material default under the terms of this Agreement, unless such fuel in
unavailable from CITY or CITY provides prior written consent. CITY shall make a good faith effort to
obtain an acceptable grade and quality of fuel and oil at the lowest cost available and have an
adequate fuel and oil supply available at all times unless the availability or supply of fuel and oil is
disrupted due to reasons beyond the reasonable control of CITY.
2. CITY shall provide CONCESSIONAIRE fuel keys in a quantity sufficiently reasonable to allow
CONCESSIONAIRE to fuel its vehicles without disruption,such quantity as may be determined by the
Director in consultation with CONCESSIONAIRE. The fuel keys provided activate both the fuel pumps
as well as the entrance and exit gates. CITY'S computerized fuel management system will track fuel
dispensed to CONCESSIONAIRE. Any shortages or variations of fuel and oil inventories not directly
attributable to the actions of CITY will be charged to CONCESSIONAIRE based on percentage of
flowage from the fuel system if the variation or shortage cannot be reconciled.
3. The cost of oil and of fuel per U.S. gallon charged to CONCESSIONAIRE will be based on CITY'S
contract cost per gallon(including all applicable taxes,surcharges,delivery charges,and fees,as well
as eligible discounts and volume rebates obtained by CITY) plus $0.10 per gallon for oil and $0.07
per gallon for fuel (collectively, the "Fuel Charge"). CITY shall invoice CONCESSIONAIRE monthly
for the Fuel Charge at the QTA for any quantity of oil and/or fuel that was dispensed by
CONCESSIONAIRE into its Concession vehicle inventory, plus any applicable variation or shortage
amount. The invoice will list the total oil and fuel amounts by gallons for the preceding month,
applicable taxes and destination charges,the price per gallon, and the Fuel Charge due to CITY,and
such invoice will be provided to CONCESSIONAIRE by the 5t"day of each month. On or before the
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20th day of each month, beginning the second month of this Agreement, CONCESSIONAIRE shall
remit payment per the invoice for all oil and fuel dispensed, allocated oil and fuel shortage/variation
amounts, and Fuel Charges.
4. Failure by CONCESSIONAIRE to pay one or more Fuel Charge invoices in a timely manner may
result in CITY denying access to the fuel system(by deactivating CONCESSIONAIRE'S fuel keys), in
addition to all other remedies available to CITY in this Agreement, and such access to the fueling
system will remain suspended until all amounts owed to CITY are paid in full.
5. If CONCESSIONAIRE desires to pay any Fuel Charge invoice by credit card, all additional costs
incurred by CITY and associated with processing the credit card payment (which are, at the time of
execution of this Agreement, approximately 3%of the total amount)will be added to the invoice and
must be remitted to CITY in addition to the invoiced payment due.
6. A security deposit in the form of a bond, certified check, cashier's check, or other form of security
acceptable to CITY equal to two months' of the average amount of fuel pumped for the previous six
months (or, if six months of data is unavailable, the two months of the highest average of available
fuel dispensing data for any car rental operator at the QTA)will be required prior to the activation of
CONCESSIONAIRE'S fuel key access. If CONCESSIONAIRE does not provide a reasonable
estimate for the purpose of establishing the security deposit requirement, the City will set the security
deposit amount required at its sole discretion. City shall draw against such security deposit when
Concessionaire does not remedy payment after notice and opportunity to cure set forth above in
subsection(6). Concessionaire will be required to restore the security deposit balance to the required
amount within five(5)working days of written notice of draw down.
7. CONCESSIONAIRE shall use the fueling system and all associated apparatus in accordance with all
safety directives and instructions. CONCESSIONAIRE shall immediately notify Airport personnel in
writing, as outlined in the Operations Manual (such manual as later described in this Agreement), of
any safety or hazardous conditions that may exist with regard to the fueling system,fueling stations,
and associated apparatus. CITY, or its contractor, shall provide safety training regarding the fueling
facility, systems, and apparatus to CONCESSIONAIRE prior to date of occupancy of the QTA by
CONCESSIONAIRE. CONCESSIONAIRE is fully responsible for and shall hold
CITY harmless from CONCESSIONAIRE'S misuse or negligent use or
operation of the fueling system and for any damages or injuries incurred as a
result of such misuse or negligent use or operation.
8. City shall perform all required maintenance of CITY'S fueling system at the QTA.City shall also ensure
that monthly leak detection is fully operational and in compliance with all applicable federal, State,
and local laws, rules, and regulations governing the functional operation of the fueling system.
ARTICLE VII. GENERAL PAYMENT AND TRANSACTION PROVISIONS
A. Limitation as to Concession Recovery or Recoupment Fee. CONCESSIONAIRE shall not notate the
Concession Fee payable to CITY as an "Airport Concession Fee" on customer invoices nor use any other
explanation that would indicate or suggest to customers that the Airport has imposed a fee on each rental car
transaction. Any concession recovery fee or recoupment fee stated on a customer invoice and charged to the
customer by CONCESSIONAIRE shall not exceed 12.36% of the total charge to the customer prior to the
assessment of the concession recovery fee or recoupment fee.
B. Credit Transactions. CONCESSIONAIRE shall have the right to conduct all or a part of its business on a
credit basis; provided, however, that the risk of such operation shall be borne solely by CONCESSIONAIRE,
and CONCESSIONAIRE shall pay Concession Fees on all such credit transactions and report all sales,
charges, and receipts, both cash and credit, in its monthly Gross Revenues statements to CITY.
C. Transaction Data and Information Records. Upon commencement of this Agreement, CONCESSIONAIRE
shall collect and retain transaction data, including the number of rental car transactions, date and time of each
rental car transaction, the number of rental car transaction days per customer, and any other data, unit of
measure, or information which is required to produce any written reports submitted to City pursuant to this
Agreement and as may be reasonably determined by CITY as necessary to quantify daily transaction activities
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of CONCESSIONAIRE conducted or engaged in as part of this Agreement. The data and information
collected and retained by CONCESSIONAIRE shall be typical data and information utilized by the rental car
industry in similar passenger airline and airport programs where a CFC is collected and remitted. The CITY
may request this transaction data and information from time to time during the term of this Agreement, and
CONCESSIONAIRE shall, upon CITY'S request, provide to CITY or a designated agent of CITY within 30
days of such request a transaction data report for CONCESSIONAIRE'S rental car activity and any other car
rental-related transactions conducted during any monthly period(s) requested during the term of this
Agreement, as well as any comparative historical transaction data collected during the 2016 and 2017
calendar years, if CONCESSIONAIRE was a former rental car concession operator with the City.
D. Diversion Prohibited. Diversion, through direct or indirect means, of Concession Fee revenue from the
inclusion in Gross Revenues is prohibited. Diversion includes, but is not limited to, the occurrence or
existence of the following: a shortage of rental cars at the Airport while having rental vehicles available
elsewhere in the Corpus Christi metropolitan area; renting such a car to a potential customer that arrived at
the Airport and not including the resulting rental car revenue in Gross Revenues; and the taking of a
reservation, advertising, or suggesting to a potential customer arriving at the Airport that the customer rent a
car at a location other than at the Airport regardless of the reason and not including the revenue resulting from
such transaction in Gross Revenues. In addition to all other remedies available by law, CITY may terminate
this Agreement upon a determination by the Director that the CONCESSIONAIRE has intentionally diverted
Concession Fee revenue from Gross Revenues or failed to include the same in Gross Revenues as described
in this Agreement.
E. Payable When Due; Interest. All payments required to be made by CONCESSIONAIRE pursuant to this
Agreement (whether related to the Concession, the Lease, or otherwise) shall be made without notice or
demand from CITY on or before the date due in legal tender of the United States of America at CITY'S
administrative office at the Airport, or at such other place as the CITY'S Director of Financial Services may
designate in writing. Any amount payable to CITY which is not,or has not been, paid by CONCESSIONAIRE
when due shall bear interest at the rate of 10% per annum or $500.00, whichever is greater, and accrued
interest shall be remitted by CONCESSIONAIRE at the same time such overdue amounts are paid plus any
applicable late fees as may be specified in this Agreement. Payments due from CONCESSIONAIRE will be
received by CITY only on standard business days Monday through Friday and during standard business hours
8 a.m. to 5 p.m. Payments will not be considered late if the date due falls on a weekend or CITY holiday,
provided, payment is received on the next business day. Payment by CONCESSIONAIRE and acceptance
by CITY of an overdue payment, a late fee, accrued interest, or any of the foregoing, shall not be construed
as a waiver or forfeiture of any other rights or remedies of CITY contained elsewhere in this Agreement or as
provided by law. For the purposes of this Agreement, the date payments are received by CITY shall be the
U.S. Postal Service cancellation date on the envelope transmitting the payment,or the date such payment is
received in the administrative office of the Airport by a CITY employee if the payment is hand delivered.
F. Dispute as to Amount Due; Failure to Pay When Due. In the event of a dispute as to the amount due or to
be paid by CONCESSIONAIRE of any rental, fee,or charge under this Agreement,CONCESSIONAIRE shall
describe the basis for such dispute in writing and submit it to the CITY along with the required payment amount
and any supporting data or information on or before the date due. The CITY shall investigate the basis of the
dispute and respond in writing within 30 days. The CITY may accept without prejudice the sum tendered and,
if a deficiency is determined, any late fee and/or interest due shall apply only to such deficiency amount. If
CONCESSIONAIRE fails to pay any amount due,any surcharge or amount assessed in accordance with this
Agreement, or any increase in a rental rate,CFC rate,or other fee or charge pursuant to this Agreement when
the fee, charge, or increase is due, the Concession granted under this Agreement may be terminated at the
sole discretion of the City; if so terminated, CONCESSIONAIRE shall vacate the Leased Premises following
60 days written notice from the CITY.
G. Accrued Fees;Subsequent Fees. CONCESSIONAIRE shall not be relieved of its obligation to pay all rents,
fees, and charges due to the lapse of time, arising from CONCESSIONAIRE'S right of termination, or
otherwise, which have accrued during the period in which this Agreement is in effect(including any holdover
period) and which are unpaid at the time of expiration or earlier termination of this Agreement or that are
accrued and unpaid upon the end of any holdover period in the Leased Premises. CONCESSIONAIRE shall
also not be relieved of its obligation to pay all subsequent fees and charges which may be reasonably
assessed to CONCESSIONAIRE caused by excessive wear and tear in the Leased Premises; damages
caused by CONCESSIONAIRE, its employees, guests, contractors, and subcontractors while occupying the
Leased Premises;and any other fees and charges which may be incident to CONCESSIONAIRE'S occupation
or use of the Leased Premises.
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H. Performance Bond. CONCESSIONAIRE shall post with CITY a performance bond to be maintained for the
term of this Agreement for an amount equal to the initial MAG amount. This financial guarantee may be in the
form of a surety bond or a cashier's check made payable without recourse to the CITY of Corpus Christi. If
CONCESSIONAIRE submits a bond,then the bond must be issued by a surety company acceptable to CITY,
having a rating of"A"from AM BEST, MOODY'S, or STANDARD &POOR'S, and authorized to do business
in the State of Texas, and the bond must be in a form and content satisfactory to the CITY. It is the
responsibility of the CONCESSIONAIRE to ensure that the performance bond does not expire during the term
of this Agreement and that a renewal bond is received by the CITY prior to the date of the previous bond's
expiration. Expiration of the bond will result in a $300.00 penalty payable to CITY, with the same penalty
amount being assessed by CITY for each successive month or fraction of a month until a new bond is
received, and such surety bond expiration event may further result in the termination of this Agreement by
CITY.
ARTICLE VIII. FINANCIAL BOOKS AND RECORDS;AUDIT;YEAR END REPORTS
A. Financial Books and Records; Audit. CONCESSIONAIRE shall maintain a true and accurate set of books
and records which, among other things, show all sales made and services performed for cash, credit, or
otherwise. CITY may audit CONCESSIONAIRE'S books and records at any time by a Certified Public
Accountant ("CPA") selected by the CITY. If the CPA'S report discloses an error in CONCESSIONAIRE'S
books and records resulting in an underpayment to CITY greater than two percent of the annual Concession
Fee due, all expenses of the audit shall be paid by CONCESSIONAIRE together with any sum disclosed by
the audit to the CITY. Furthermore, CONCESSIONAIRE shall pay CITY an under-reporting penalty of 50%of
the total amount due. In all other cases, CITY shall pay the cost of the audit. The final report of the Certified
Public Accountant retained by CITY is conclusive and binding upon both parties.
B. Year End CPA Statement and Opinion. CONCESSIONAIRE shall employ,or contract with,an independent
CPA who shall furnish, within 90 days after the close of each contract year of this Agreement, a written
certification statement to CITY stating that, in their opinion, the Concession Fee paid by CONCESSIONAIRE
to CITY during the preceding contract year was made in accordance with the terms of this Agreement. Such
statement shall cover the dates of the immediately prior contract year of this Agreement only, not the
CONCESSIONAIRE'S fiscal year. Such statement shall also contain a list of the Gross Revenues by month,
as shown on the books and records of CONCESSIONAIRE, and which were used to compute all rents, fees,
and charges paid to CITY during the period covered by the statement. If the annual statement reveals, after
review and verification by the CITY, that the CONCESSIONAIRE has overpaid its Concession Fee, the
amount shall be handled by issuance of a credit memo by CITY'S Department of Aviation against the next pro
rata monthly payment due from CONCESSIONAIRE following the statement. Failure on the part of
CONCESSIONAIRE to submit this required certified annual statement by the close of business on the latest
date due will result in the assessment of a late fee of$200.00 for any fraction of a calendar month during
which the statement is past due, with such late fee being cumulative in nature should such failure to submit
continue beyond 30 days.
ARTICLE IX. CONCESSIONAIRE'S GENERAL RIGHTS AND OBLIGATIONS
A. During the term of this Agreement, CONCESSIONAIRE shall have, and CITY hereby gives and grants to
CONCESSIONAIRE,the following additional rights:
1. The right, at CONCESSIONAIRE'S sole expense, to erect and thereafter maintain upon the Leased
Premises such tenant improvements as may be required in connection with CONCESSIONAIRE'S
operations pursuant to this Agreement and to install such equipment and facilities as
CONCESSIONAIRE may deem necessary or desirable;provided, however,that no such improvement
shall be constructed, installed, or made by CONCESSIONAIRE without the prior written consent of
CITY. Any such improvements cannot impede or interfere with access of,or obstruct the visibility of,
other rental car operators at the Airport, and CONCESSIONAIRE covenants and agrees that, prior to
the construction, installation, or making of any such improvement,CONCESSIONAIRE shall submit
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the general plan, location,design, and character of such proposed improvement to CITY for approval,
which approval by CITY shall not be unreasonably withheld or delayed.
2. The right, at CONCESSIONAIRE'S sole expense, to install and thereafter operate and maintain upon
the Leased Premises illuminating and non-illuminating signs advertising CONCESSIONAIRE'S
business on the Leased Premises, provided, however, that no such signage shall be installed by
CONCESSIONAIRE without the prior written consent of CITY, which approval by CITY shall not be
unreasonably withheld or delayed.
3. The right, at CONCESSIONAIRE'S sole expense, to remove within 10 calendar days following
termination of this Agreement any signage and portable fixtures, furniture, and equipment that may
have been installed in or upon, or placed at or in, the Leased Premises by CONCESSIONAIRE
pursuant to paragraphs (1)and (2)of this article. In the event CONCESSIONAIRE does not remove
such items within the time specified, CONCESSIONAIRE agrees that CITY may remove such items
at CONCESSIONAIRE'S expense and at no liability to CITY, and CITY may dispose of such signage,
fixtures, furniture, and equipment by means of the CITY'S choosing (whether by sale, salvage,
donation,or destruction)and without any recourse against the CITY for the value, if any, of the items
so removed. Any expenses incurred by CITY as a result of removal are solely the responsibility of
CONCESSIONAIRE
4, The right, at CONCESSIONAIRE'S sole expense and in its efforts to comply with the requirements
applicable to its rental car customers under the Payment Card Industry Data Security Standard, to
use its own private computer network to ensure that its customers' credit card information is not
compromised.
B. CONCESSIONAIRE expressly covenants and agrees:
1. To furnish good, prompt, and efficient service to adequately meet all reasonable demands for rental
car service at the Airport at a fair and reasonable price.
2. To keep the Leased Premises and other facilities provided to CONCESSIONAIRE in this Agreement
open for business for such periods during each day and such days during each week as may be
necessary to meet the reasonable demand for CONCESSIONAIRE'S services to the traveling public.
3. To ensure that CONCESSIONAIRE'S employees and personnel performing any work or services
pursuant to this Agreement are neat in appearance, clean, and courteous, and shall not permit its
employees, representatives, agents, or contractors to conduct business in a loud, noisy, boisterous,
offensive, or objectionable manner nor to solicit business in any manner whatsoever outside any
space leased, allocated, or assigned to CONCESSIONAIRE.
4. To maintain, at all times and at CONCESSIONAIRE'S sole expense, all rental cars made available
pursuant to this Agreement in good operative order, free from known mechanical defects, and in
clean, neat, and attractive condition both inside and outside.
5. To provide rental cars not more than three years old from the date of original manufacture when such
cars are made available for rental use pursuant to the Concession granted in this Agreement.
6. To require all of CONCESSIONAIRE'S employees and personnel under its direction to park their
personal vehicles in parking lots specifically designated as employee parking by the Director.
7. To keep, or cause to be kept, true, accurate, and complete records of business conducted pursuant
to this Agreement, and CONCESSIONAIRE further covenants and agrees that CITY shall have the
right, through its authorized employees, agents or representatives, to examine all pertinent records
relating to Concessionaire's operations and Concession under this Agreement at all reasonable times
for the purpose of determining the accuracy thereof and of the reports required to be made by it as
set out in this Agreement. Such records for each contract year of this Agreement need not be retained
by CONCESSIONAIRE longer than five years following the end of such Agreement year, unless
CONCESSIONAIRE is aware,has been made aware,or reasonably believes that any demand,claim,
loss, or litigation involving the subject matter may be contemplated or is pending.
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8. To pay all expenses, as set out in this Agreement, in connection with the use of the Leased Premises
occupied by it and the rights and privileges granted for the Concession including, without limitation,
by reason of taxes, permit fees, license fees and assessments lawfully levied or assessed thereon,
and that it will secure and maintain in force all such permits and licenses necessary to conduct lawful
business operations.
9. To furnish for business use, operate, and maintain the Leased Premises provided pursuant to this
Agreement and to keep the same in good order,condition,and repair,and, upon termination or earlier
expiration of this Agreement,to deliver up the Leased Premises to CITY in good order, condition,and
repair, reasonable wear and tear excepted. CONCESSIONAIRE further expressly agrees to make
reasonable efforts, at all times, to cooperate with CITY in keeping the Leased Premises in a clean,
maintained, and sanitary condition.
10. To ensure that any signs to be placed on or around the Parking Spaces, Leased Premises, or any
other location are first approved in writing by the Director before installation, which approval shall not
be unreasonably withheld or delayed, and, after installation, that all such signs are kept in a good,
clean, and well-maintained condition.
11. To prohibit the staging of rental cars by its employees and personnel under its direction and will not
engage in the staging of rental cars in front of the terminal building for customer pick-up or drop-off
and, if any of CONCESSIONAIRE'S cars are left in front of the terminal building and towed away(by
a company of the CITY'S choosing), to remit in full all towing, storage, and/or processing charges
which may be assessed by or against the CITY.
12. To repair any damages to any interior or exterior portion of the Leased Premises directly caused by
CONCESSIONAIRE'S employees,agents,representatives,contractors,subcontractors,invitees,and
guests, normal wear and tear excepted, and further, that upon the failure of CONCESSIONAIRE to
so repair damage for which it is deemed responsible, to reimburse CITY for all such repairs charged
back to CONCESSIONAIRE.
13. To prohibit the parking of and will not engage in the parking of CONCESSIONAIRE'S cars in parking
lots on and at the Airport designated for passenger, employee, or visitor parking, regardless if short
term, long term, or economy facilities, in the conduct of CONCESSIONAIRE'S Concession or
operations, nor use such parking lots for the storage or staging of CONCESSIONAIRE'S cars. If a
rental car customer of CONCESSIONAIRE inadvertently leaves a car in a parking lot at the Airport
designated for passenger, employee, or visitor parking, or if any other car of CONCESSIONAIRE is
left in such a parking lot, CONCESSIONAIRE shall be required to pay all applicable parking fees to
remove such cars from the parking lot. In addition to the other remedies available to CITY under this
Agreement,CITY may elect to implement a rental car parking surcharge equal to triple the applicable
parking lot fee, or such other fee amount solely determined by CITY, acting through its Director, as
may be appropriate,to be assessed against CONCESSIONAIRE,any rental car concession operator,
or any car rental company operating from an off-Airport location, who repeatedly or excessively have
cars located in, or otherwise use, the parking lots on the Airport designated for passenger, employee,
or visitor parking. CITY shall provide not less than 10 days written notice to CONCESSIONAIRE, or
any rental car concession operator or company, who, in the determination of CITY, repeatedly or
excessively uses the parking lots on the Airport that such continued use shall be subject to the rental
car parking surcharge, and such CONCESSIONAIRE, rental car concession operator or company
shall be obligated to remit the assessed rental car parking surcharge with the following month's
Concession Fee payment to the CITY. All applicable parking fees, (including rental car parking
surcharges)are subject to the general payment provisions set forth in this Agreement.
14. To ensure that its employees and personnel under its direction only wash vehicles and perform minor,
daily vehicle maintenance in the service/maintenance bays at the QTA, such bays being specifically
designed to capture grit, oil, and soap for proper handling and disposal and only wash and service
those cars designated to be rented in on-Airport rental car transactions for which there is a transaction
record. Heavy vehicle maintenance, meaning, (i) any type of body work on a vehicle, (ii) work
performed on a vehicle's drivetrain, or (iii) mechanical work of the vehicle's operating systems; (iv)
any other type of service work to or on any vehicle beyond permissible minor, daily maintenance of
on-Airport rental cars; and (v)any type of vehicle service or maintenance on CONCESSIONAIRE'S
employees'or guests' personal motor vehicles are all strictly prohibited.
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15. To conduct service and maintenance work on allowable cars at the QTA within the QTA's approved
maintenance building area and under appropriate conditions that confine all fluid discharges to the
interior of the building area.
16. To handle, store, and dispose of petroleum products, chemicals, fluids, and all other materials
including, but not limited to, hazardous materials, which are owned or used by it on or in the vicinity
of the Airport in accordance with all applicable federal, State, and CITY statutes,regulations, rules,
and ordinances. CONCESSIONAIRE further covenants and agrees to comply with all applicable laws
and permits, including the National Pollution Discharge Elimination System Permits, relating to the
use,storage,generation,treatment,transportation,or disposal of hazardous or regulated substances.
CONCESSIONAIRE must not use, store, treat, or dispose of any hazardous or regulated substances
or waste on or near the Airport without first obtaining all required permits and approvals from all
authorities having jurisdiction over CONCESSIONAIRE'S operations on or near the Airport. Should
such materials be released,discharged, spilled, deposited, or escape in any way through activities of
the CONCESSIONAIRE,the CONCESSIONAIRE shall be responsible for the clean-up, containment,
and abatement of such waste or substance at CONCESSIONAIRE'S sole cost and expense. Should
the CONCESSIONAIRE fail to do so, CITY may take any reasonable and appropriate action in the
CONCESSIONAIRE'S stead, and the cost of any such remedial action by CITY shall be billed to and
paid by the CONCESSIONAIRE. CONCESSIONAIRE further covenants and agrees that any fines,
penalties, or fees levied against CITY related to CONCESSIONAIRE'S action or inaction that directly
or indirectly caused the Airport to fail to materially conform to all then applicable environmental laws,
rules, regulations, orders, or permits shall be borne and paid by the CONCESSIONAIRE.
Furthermore, CONCESSIONAIRE covenants and agrees that it shall verbally notify(a)the Director,
(b) the Airport Public Safety Office, ;ni (c) all emergency response centers and environmental or
regulatory agencies, as required by law or regulation, of any such release, discharge, deposit, spill,
or escape immediately upon occurrence, and to provide the Director with written confirmation of the
verbal report within 72 hours.The rights and obligations set forth in this section survive termination of
this Agreement.
17. To take all steps necessary to ensure that no waste, substance, or disposable materials are released
on the ground or in the storm sewers by its employees, personnel under its direction, or any other
person or entity it engages. CONCESSIONAIRE covenants and agrees to cooperate fully with the
Airport in promptly responding to, reporting, and remedying, as a result of CONCESSIONAIRE'S
operations,any such threat to the environment, including to the drainage systems,soils,ground water,
subsurface 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. The rights and
obligations set forth in this section survive termination of this Agreement.
18. To dispose of all non-hazardous trash in CONCESSIONAIRE'S own dumpsters and trash cans kept
within CONCESSIONAIRE'S Leased Premises.
19. To properly dispose of or recycle all waste oil, used automotive batteries, rags used for degreasing,
hazardous materials, if any, and used tires in a timely and expedient manner so as not to accumulate
such waste in quantities that would overburden housekeeping and that may trigger compliance with
additional environmental, health. and safety rules or regulations and permits. CONCESSIONAIRE
further covenants that it will maintain quarterly reports on the quantities of waste oil disposed of or
recycled, any hazardous materials disposed of with type and volume specifically Identified, and the
quantities of used tires disposed of or recycled, the method of disposal/recycling, and the name and
location of the site where the disposal/recycling occurred.
20. To develop and implement a recycling program which revitalizes the resources that it uses and
protects the environment. Furthermore, CONCESSIONAIRE covenants to develop and implement a
training program for its employees and personnel under its control and direction which revitalizes the
resources that it uses, protects the environment, and instructs CONCESSIONAIRE'S employees and
personnel on proper management of waste.
21. To abide by all applicable federal, State, and local laws, rules, and regulations and any directives
issued by the Director pertaining to CONCESSIONAIRE'S use of the QTA'S fueling systems,stations,
and lanes and the dispensing, storage, and handling of fuel.
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22. To comply with and be subject to all applicable federal, State, and City laws, rules, and regulations
pertaining to its Concession,the operation of its business at the Leased Premises,and to ensure that
CONCESSIONAIRE and its employees, agents, representatives, contractors, subcontractors, and
personnel under its direction at all times comply with all such laws, rules, regulations, and directives
promulgated by the Director while at and on the Airport and its facilities,runways,taxiways,and streets
that are required or necessary for the safe and efficient management, operation, or use of the Airport.
23. To use the QTA facilities and leased QTA Space, as may be applicable, only for the fueling, vehicle
stacking, vehicle temporary short-term storing, washing, cleaning, detailing, and minor maintenance
of CONCESSIONAIRE'S vehicle inventory used in connection with its Concession and operations at
the Airport and uses incidental and reasonably related thereto. Examples of permissible minor
maintenance and servicing include such items as oil changes, tire replacement, minor brake
maintenance, windshield repair, and vehicle fluid replacement. Any other maintenance beyond this
general description performed at the QTA is not permitted except as expressly authorized in this
Agreement or in writing by the Director. The Director, in his/her sole discretion, has the authority to
allow maintenance other than what is specifically identified in this Agreement and will take into
consideration the impact of any such requests on the CONCESSIONAIRE, other rental car
concession operators occupying the OTA, and Airport responsibilities for the QTA involving
environmental liability, public perception, and business need. If the Director authorizes maintenance
other than what is identified in this Agreement for one CONCESSIONAIRE,the Director will authorize
such maintenance in writing to all rental car concession operators occupying the QTA.
24. To use the QTA facilities and leased QTA Space for the purposed provided in this Agreement and not
for any other purpose; specifically, the QTA may not be used for(i) heavy vehicle maintenance, (ii)
storage of any vehicles used in conjunction with any off-Airport rental car concession,and(iii)storage
of out-of-service and/or damaged vehicles for longer than 21 calendar days, and may not be used for
sales of new or used vehicles, auctions, liquidation sales, or any other type of sale or exchange
transaction. Upon written request, the Director, in his/her sole discretion, may allow an occasional
extended storage period for a damaged vehicle when the Director determines that such an extension
is necessary due to extenuating circumstances identified by CONCESSIONAIRE. Any such extension
of temporary storage expires on the date provided by the Director.
25. To procure and keep in force any governmental licenses, certifications, or permits (other than a
Certificate of Occupancy) required or necessary for the proper and lawful conduct of
CONCESSIONAIRE'S business at and on the Airport. CONCESSIONAIRE shall procure and
maintain such licenses,certifications,and permits at its sole cost and expense and shall submit copies
of the same, upon request, for inspection by CITY. CONCESSIONAIRE shall, at all times, comply
with the terms and conditions of each such license,certification, or permit.
26. To not use nor permit the Leased Premises or Airport property or facilities,or any part thereof,for any
purpose other than as set forth in this Agreement, nor for any use, operation,or activity in violation of
any present or future laws, rules, and regulations or which, at any time, are applicable to any public
or governmental authority such as CITY. If any compliance reporting by CONCESSIONAIRE is
required, CONCESSIONAIRE further covenants and agrees to make all reasonable and necessary
efforts to cooperate with CITY in providing any required information.
27. To comply with all security directives of CITY and the Director at all times while anywhere on Airport
property and shall coordinate with CITY regarding secured access to the Leased Premises for
CONCESSIONAIRE.
28. To pay all other charges, fees, and taxes including, but not limited to, all payroll taxes (including
Medicare, FICA, withholding, and unemployment taxes), and all other related taxes according to
Internal Revenue Circular E"Employer's Tax Guide,"Publication 15, as it may be amended,and give
all notices and respond to all communications that are necessary and incident to the due and lawful
conduct of business at and occupancy of the Leased Premises by CONCESSIONAIRE.
CONCESSIONAIRE must provide proof of payment of any tax within 10 days after the City Manager's
written request for the same.
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ARTICLE X. CITY'S GENERAL RIGHTS AND OBLIGATIONS
A. CITY reserves the right:
1. To authorize off-Airport rental car agencies to conduct business at the Airport terminal at premium
rates solely by direct telephone line and the use of shuttle bus operations to such off-Airport location
and to prohibit any such personnel of an off-Airport authorized rental car concession to conduct its
business within the terminal building.
2. To enter the Leased Premises during the standard business hours of CONCESSIONAIRE and upon
not less than two-hours advance notice via telephone or email to ascertain adherence to and
compliance with any of the provisions of this Agreement.
3. To enter the Leased Premises at any time in the event of an emergency.
4. To retain third parties to operate, repair, maintain, or manage any portion of the Leased Premises
including, without limitation, the QTA Facilities and the fueling system.
5. To itself, and to grant to others in the future, nonexclusive utility easements(including easements for
construction, maintenance, repair, replacement, and reconstruction)over, under, through, across, or
on the Leased Premises in locations that will not unreasonably interfere with CONCESSIONAIRE'S
use of the same.
6. To re-bid any premises vacated pursuant to the terms of this Agreement(but not the obligation to do
so), subject to Article II.C. of this Agreement. In the alternative, CITY may include any vacated
premises in the reallocation of parking spaces, counter/office spaces, QTA spaces, or other facilities
for the then-current on-Airport rental car concession operators, or may make any other lawful use of
such vacated premises at the sole discretion of the CITY.
B. CITY covenants and agrees:
1. To operate the Corpus Christi International Airport as a public airport during the term of this
Agreement, subject to the assurances given by CITY to the United States Government.
2. To instruct its employees and all concessionaires and vendors having contact or dealing in any way
with members of the public at and on the Airport:
a. To refer all requests for the services of a specific rental car concession operator to that
concessionaire.
b. To refer nonspecific requests for rental car services to the rental car concession area located in
the Airport terminal building without favoring one concessionaire over another.
3. To limit use of the Leased Premises to rental car concession operators having an executed on-Airport
rental car concession and lease agreement.
4. To not claim, assert, nor have a lien of any kind,whether it be contractual or statutory, on or against
CONCESSIONAIRE'S cars for non-payment of any rent, fees, or charges due under this Agreement,
nor for any default of CONCESSIONAIRE, nor for any other reason, and CITY hereby waives all such
liens as may solely relate to such cars that is available to CITY. CITY recognizes that
CONCESSIONAIRE'S cars may have perfected security interests and financing agreements filed
against them by lending institutions.
5. To procure and keep in force all necessary licenses, certifications, and permits required to operate
the QTA, including the fueling facility and wash bays, and to comply with all applicable laws, rules,
and regulations regarding reporting requirements for the QTA, including the fueling facility.
6. To keep and maintain(except where the maintenance required exceeds that associated with normal
wear and tear and/or is a result of the negligence of CONCESSIONAIRE, its employees,
representatives,agents,contractors,subcontractors,and invitees),and to repair the Leased Property,
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including CONCESSIONAIRE'S authorized tenant improvements in its exclusive use areas, with the
cost of performing such repair services being included in the annual and monthly rental amounts.
7. To coordinate with CONCESSIONAIRE so that CITY can enforce secured access to the Leased
Property and Airport.
C. The City retains all mineral rights on the Airport property. All other rights of CITY, as a governmental entity,
as the landlord,and as a party to this Agreement,that not specified here are reserved to it.
ARTICLE XI. ACCEPTANCE OF PREMISES DISCLAIMER; CONDITION OF PROPERTY
A. CONCESSIONAIRE ACKNOWLEDGES THAT IT IS LEASING THE PREMISES "AS IS"
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 CONCESSIONAIRE INTENDS TO PUT THE PREMISES AND IS RELYING ON
ITS OWN INSPECTION. THIS AGREEMENT IS SUBJECT TO ALL COVENANTS,
EASEMENTS, RESERVATIONS, RESTRICTIONS, AND OTHER MATTERS OF
RECORD AND NOT OF RECORD APPLICABLE TO THE PREMISES.
B. Except as may be expressly provided elsewhere in this Agreement, the taking of possession of the Leased
Premises by CONCESSIONAIRE shall, in and of itself, constitute acknowledgment that CITY shall not be
obligated to make any tenant improvements or modifications thereto. CONCESSIONAIRE shall not be liable
for any pre-existing conditions, latent defects, or damage not caused by CONCESSIONAIRE.
CONCESSIONAIRE shall have no liability arising out of or in any way relating to the existence of any
hazardous materials placed on, in, or under the Leased Premises by any person or entity other than
CONCESSIONAIRE or any person or entity acting for, by or through CONCESSIONAIRE or with
CONCESSIONAIRE'S permission or acquiescence.
ARTICLE XII. UTILITIES
A. CITY shall provide heat, air conditioning,and electricity in the Airport terminal building,with payment for these
services being included in the monthly rental amount for the Terminal Counter/Office Space. CITY shall
provide heat, air conditioning, electricity, water, wastewater, and gas in the QTA, with payment for these
services being included in the monthly rental amount of the QTA Space.
B. All other utilities at the Leased Premises(not specified above)including, but not limited to,telephone, cable,
data services, and intemet (including any necessary permits) are the sole cost and responsibility of
CONCESSIONAIRE. CONCESSIONAIRE shall pay all charges on or before the due date for any utilities and
services it separately contracts for and obtains. Installation of any equipment to provide extraordinary heat or
air conditioning is the sole responsibility of CONCESSIONAIRE and is subject to the prior written approval of
the Director. Any utilities or services (including any associated systems and apparatus) contracted for or
installed by CONCESSIONAIRE cannot adversely affect any other rental car concession operator, Airport
tenant,Airport operations of any nature, or CITY.
C. In cases where CITY furnishes and/or delivers natural gas, electricity, water, or wastewater to the Leased
Premises, the CITY does not guarantee the continuity or sufficiency of such supply, but CITY will make
reasonable efforts within CITY'S control to ensure such delivery. CITY is not liable for interruptions or
shortages or insufficiency of supply or any loss or damage of any kind or character occasioned thereby if the
same is caused by accident,act of God, fire, strikes, riots, war, inability to secure a sufficient supply from the
utility company furnishing CITY, or any other cause. Whenever CITY shall find it necessary for the purpose
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of making repairs or improvements to any utility supply system it maintains, following consultation with
CONCESSIONAIRE, CITY shall have the right to suspend temporarily the delivery of natural gas, electricity,
water, or wastewater, However, CITY agrees to make reasonable efforts to cause minimal disruption when
possible.
ARTICLE XIII. OPERATIONS MANUAL
A printed compilation of rules and instructions will be developed by the Director, with input from the
CONCESSIONAIRE and all other rental car concession operators, if any, occupying the Leased Premises, with such
compilation defining and discussing the required daily operating procedures and processes necessary for conducting
successful and efficient operations at the QTA including, but not limited to, the care, keeping and use of shared
common areas; security and safety procedures; and dispute resolution processes ("Operations Manual"). The
Operations Manual is subject to written amendment by the Director throughout the term of this Agreement. A copy of
the Operations Manual will be developed and provided to CONCESSIONAIRE within 60 days of the execution of this
Agreement, and the most current master version of the document will be kept on file in the Director's office.
ARTICLE XIV. MAINTENANCE OF CONCESSIONAIRES LEASED PREMISES
A. A matrix detailing the maintenance responsibilities of both parties required by this Agreement is as set out in
Exhibit"G,"which exhibit is attached and incorporated into this Agreement as if its content were set out here
in its entirety.
B. CONCESSIONAIRE has inspected the Leased Premises prior to the execution of this Agreement and is
satisfied with the physical condition of the Leased Premises, and its taking possession thereof is agreed to
be conclusive evidence of its receipt of the Leased Premises in good order and repair.
C. CONCESSIONAIRE agrees to faithfully and fully maintain the Leased Premises as required by and detailed
in Exhibit G in good order and repair throughout the entire term of this Agreement. CONCESSIONAIRE further
agrees that, upon the expiration or earlier termination of this Agreement for any reason, CONCESSIONAIRE
shall, except as may otherwise be provided in this Agreement, restore the Leased Premises to the same
condition as when received, reasonable and ordinary wear and tear excepted. If the Leased Premises shall
not be faithfully and fully maintained by CONCESSIONAIRE in accordance with Exhibit G, CITY may enter
the Leased Premises, without such entering causing or constituting a termination of this Agreement or any
interference with the possession of the Leased Premises by the CONCESSIONAIRE, and do all things
necessary to restore the Leased Premises to the condition required by this Agreement, charging the cost and
expense to CONCESSIONAIRE. CONCESSIONAIRE shall pay to CITY all such costs and expenses so
charged in addition to the rentals,fees, and charges due and provided in this Agreement.
D. CONCESSIONAIRE shall not permit the accumulation of rubbish, trash, debris,or other litter in and upon the
premises and shall, at its own expense, provide for the disposal of such items. CONCESSIONAIRE shall
provide and use suitable receptacles for all garbage, trash, and other refuse on or in connection with the
premises. Piling of boxes, cartons, barrels, or other similar items in an unsafe manner in or about the
premises,or other areas of the Airport, is forbidden.
ARTICLE XV. RELOCATION DUTIES AND COSTS
A. Relocation Duties. As the development of the Airport's Terminal Master Plan is ongoing, existing or
additional rental car facilities may temporarily or permanently be located or relocated in another part of the
Airport. In the event the rental car facilities at the Airport, or any part thereof, including CONCESSIONAIRE'S
Leased Premises or any part thereof, are required to be relocated during the term of this Agreement(either
on an interim or permanent basis), CONCESSIONAIRE agrees, in conjunction with CITY and other rental car
concession operators, to develop a transition plan to be used in making the transition from the current rental
car facilities, including CONCESSIONAIRE'S Leased Premises, to one or more new areas. CITY shall use
reasonable efforts to require that any transition plan for relocation not unduly and materially impact the
competitive position of CONCESSIONAIRE and other rental car concession operators. Additionally, CITY
may require that such transition plan provide assurances that any individual rental car concession operator
not be permitted to engage in any activity or place any structures or signage on an interim or permanent basis
(in conjunction with such relocation) that unreasonably impedes CONCESSIONAIRE'S business operations
at the Airport. City shall have the final decision regarding placement and removal of signs and structures.
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CITY shall provide advance written notice to CONCESSIONAIRE regarding the date of relocation and identify
whether all or part of CONCESSIONAIRE'S Leased Premises is subject to the relocation.
CONCESSIONAIRE shall be required to confirm its concurrence of such relocation in writing within 60 days
following receipt of CITY'S notice. In the event CONCESSIONAIRE does not agree to the required relocation
or does not provide CITY written confirmation as specified in this section, this Agreement shall terminate,and
CONCESSIONAIRE shall vacate the Leased Premises within 10 days.
B. Relocation Costs. In the event rental car facilities at the Airport or any part thereof, including
CONCESSIONAIRE'S Leased Premises or any part thereof, are required to be relocated during the term
of this Agreement (either on an interim or permanent basis), CITY shall pay all costs associated with
providing replacement facilities that are, to the extent reasonably possible under the circumstances,
reasonably comparable to the existing premises subject to the relocation. CONCESSIONAIRE shall be
responsible for all moving expenses including, but not limited to, installation of furniture, fixtures, and
equipment;transfer and reconnection of CONCESSIONAIRE-provided utilities(such as Internet, cable,etc.);
and other relocation costs not associated with the physical construction of the replacement facilities. If it is
necessary to relocate CONCESSIONAIRES Leased Premises, or any part thereof,during the last six months
of the term of this Agreement, City agrees to be responsible to pay all reasonable costs (excluding
CONCESSIONAIRE'S employee costs) associated with such relocation, subject to sufficient appropriations
being available for such costs.
ARTICLE XVI. UNTENANTABLE PREMISES
A. If the Leased Premises(either at the terminal or OTA)are partially damaged by fire or other casualty, but not
rendered untenantable, CITY shall repair the premises at its own cost and expense, subject to the limitations
of paragraph E of this article, provided however, that, if the damage is caused by the negligent or intentional
act or omission of CONCESSIONAIRE, its employees, agents, representatives, invitees, or authorized
sublessee, CONCESSIONAIRE shall be responsible for reimbursing CITY for the cost and expenses incurred
in such repair.
B. If the damage is so extensive as to render the premises untenantable but capable of being repaired within 60
days,the same shall be repaired by CITY at its own cost and expense, subject to the limitations of paragraph
E; and the rents, fees, and charges payable by CONCESSIONAIRE shall be proportionately paid up to the
time of such damage and cease until such time as the assigned premises shall be restored and again made
tenantable; provided, however, that if said damage is caused by the negligent or intentional act or omission
of CONCESSIONAIRE, its employees, agents, representatives, invitees, or authorized sublessee, the
Concession Fees and other rents, fees, and charges due will not abate and CONCESSIONAIRE shall be
responsible for reimbursing CITY for the costs and expenses incurred in such repair.
C. In the event the premises are completely destroyed by fire or other casualty or are so damaged that they will
remain untenantable for more than 60 days, the CITY shall be under no obligation to repair, replace, or
reconstruct the premises, and Concession Fees and other rents, fees, and charges shall be paid un to the
time of such damage and destruction and thereafter cease until the premises shall be fully restored. If within
12 months after the time of the damage or destruction the premises have not been repaired or reconstructed
for CONCESSIONAIRE'S use, or other reasonable facilities provided, CONCESSIONAIRE may give CITY
written notice of its intention to cancel this Agreement in its entirety as of the date of such damage or
destruction.
D. Notwithstanding paragraph C above, if the premises are completely destroyed as a result of the negligent or
intentional acts or omissions of CONCESSIONAIRE, its employees, agents, representatives, invitees, or
sublessee, Concession Fees and other rents,fees,and charges payable under this Agreement shall not abate
and CITY may,in its sole discretion,require CONCESSIONAIRE to reconstruct the premises and pay all costs
therefore; or CITY may, in its sole discretion, reconstruct the premises and CONCESSIONAIRE shall be
responsible for reimbursing CITY for the costs and expenses incurred in such reconstruction.
E. It is understood that, in the application of the foregoing paragraphs A, B, and C, CITY'S obligations are limited
to repair or reconstruction of the premises, where applicable, to the same extent and of equivalent quality as
obtained at the commencement of this Agreement, subject to sufficient budgetary appropriations. In no event
is CITY responsible for repair or replacement of CONCESSIONAIRE'S self-installed improvements,furniture,
furnishings, equipment, or expendables.
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F. Should CONCESSIONAIRE'S improvements, furniture, furnishings, equipment, or expendables, or any part
of them, be destroyed or damaged, they shall in all instances be repaired or replaced by CONCESSIONAIRE
whether or not said damage or destruction is covered by insurance and provided that this Agreement has not
been canceled in accordance with the terms of the Agreement. Redecoration and replacement of damaged
or destroyed furniture, furnishings, equipment, and expendables is the responsibility of CONCESSIONAIRE,
and any such redecoration, refurnishing, and re-equipping shall be of equal quality to such items originally
installed,furnished, and used at the time of execution of this Agreement. If CONCESSIONAIRE fails to repair
or replace such damaged or destroyed improvements subject to a schedule approved by CITY, or fails to
redecorate or replace damaged or destroyed furniture,fixtures,furnishings,equipment,and expendables,and
provided this Agreement has not been canceled, CITY may make such repairs or replacements and recover
from CONCESSIONAIRE the cost and expense of such repair or replacement.
ARTICLE XVII. AFFILIATES; SUBLETTING AND ASSIGNMENT
A. It is expressly agreed and understood that all obligations of CONCESSIONAIRE and all privileges of every
kind granted to CONCESSIONAIRE in this Agreement may extend to, and be enjoyed by,any duly authorized
subsidiary, affiliate, or other legally related entity of CONCESSIONAIRE, provided, however, that,
notwithstanding the manner and method of operation employed by CONCESSIONAIRE in this Agreement,
CONCESSIONAIRE shall continue at all times to remain directly liable to CITY for the performance of all
terms,conditions, and covenants of this Agreement.
B. Except as set out in this Agreement, CONCESSIONAIRE'S right to occupy the Leased Premises set out in
this Agreement may not be sublet, in whole or part, without the prior written approval of CITY, and
CONCESSIONAIRE may not assign this Agreement nor permit any transfer by operation of law or otherwise
of CONCESSIONAIRE'S interest created by or held pursuant to this Agreement without the prior written
consent of CITY'S City Council. CITY may not withhold its approval unreasonably.
C. Any obligations of CONCESSIONAIRE required by this Agreement may be delegated to any CITY-approved
sublessee by the terms of the sublease agreement between the parties, provided, however, that any such
delegation shall not relieve CONCESSIONAIRE of its liability, responsibilities, and obligations under this
Agreement unless so released In writing by CITY'S City Council.
ARTICLE XVIII. HOLDING OVER; IMPROVEMENTS REVERT; REDELIVERY
A. It is agreed and understood by CONCESSIONAIRE that any holding over or failure to vacate the Leased
Premises by CONCESSIONAIRE after the expiration of the term of this Agreement may only be permitted
with the consent of the CITY, acting through the Director, and does not constitute nor shall be deemed to be
a renewal or extension of this Agreement as it pertains to the Leased Premises (and the Concession being
conducted), but shall operate solely as a tenancy at sufferance from month-to-month, such holdover period
not to exceed 12 months. Any holdover tenancy is upon all the same terms, conditions, and covenants in
effect immediately prior to the commencement of the holdover period; rentals shall be paid to CITY by
CONCESSIONAIRE for the Leased Premises at a rate of 100% of the then-current rents, fees and charges
in effect as of the end of the primary term of this Agreement. (The calculation and basis of the Concession
Fee during any holdover period will remain as stated in this Agreement, with the MAG amount for each
holdover month represented as 1/12'"of the Adjusted MAG from the fifth year of the Agreement,as established
in Article V.) Any holdover by CONCESSIONAIRE without the express consent of the CITY, shall result in
the assessment to CONCESSIONAIRE of a rate for rents, fees, and charges of 110% (including in the
calculation of the Concession Fee).
B. The CITY may decide, but is not obligated to allow,CONCESSIONAIRE to holdover on the Leased Premises
following the expiration of the term of this Agreement. In making its decision whether to allow such a holdover,
the CITY may consider any circumstances impacting services and the Airport including, without limitation:
1. the benefits and costs to the CITY of permitting such a holdover;
2. the conditions under which a delay in placing the concession services out to bid may result in less or
greater revenue to the CITY;
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3. the potential loss of revenue that may result from any gap in the provision of rental car concession services
for the traveling public at the Airport;
4. any proposed, planned, or ongoing capital improvements, renovations, or repairs of the Airport property,
terminal building, parking areas, OTA, or rental car locations and any effect such improvements,
renovations, or repairs may have on the concession services;
5. any potential disruption or adverse impact the holdover may have on the overall concession program at
the Airport; and
6, the effect resulting from a denial of the opportunity to possibly add new rental car concession operators
during any holdover.
C. After consideration of the factors outlined in section B above, the CITY shall notify the CONCESSIONAIRE in
writing of the CITY's offer or lack of an offer of a holdover tenancy. Within 30 days of the date of the CITY's
offer, the CONCESSIONAIRE shall notify the CITY in writing as to the CONCESSIONAIRE'S acceptance or
rejection of a holdover tenancy. In the event a holdover tenancy is accepted by CONCESSIONAIRE, the
CITY agrees not to enter into any new on-airport rental car concession agreement or arrangement during
CONCESSIONAIRE'S holdover tenancy. Should the CONCESSIONAIRE fail to notify the CITY in writing
within the 30-day period following CITY'S offer, if any, of a holdover tenancy, the CONCESSIONAIRE shall
be deemed to have rejected the CITY's offer of a holdover tenancy and vacate the Leased Premises on or
before the expiration date of the term of this Agreement.
D. During any holdover period, CONCESSIONAIRE shall remain liable to CITY for all loss, damage, or injury
whether such loss,damage, or injury may be contemplated or not at the time this Agreement is executed. It
is expressly agreed by CONCESSIONAIRE that acceptance of the rentals by CITY during any holdover
period, in the event CONCESSIONAIRE fails or refuses to surrender possession of the Leased Premises,
shall not operate to give CONCESSIONAIRE any right to remain in possession beyond the period for which
such amount has been paid nor shall it constitute a waiver by CITY of its right to demand immediate
possession following a required notice to terminate the holdover tenancy.
E. Unless modified in writing and as deemed necessary by the CITY,CONCESSIONAIRE shall remain obligated
during any holdover period to:
1. furnish a sufficient Concession bond and maintain adequate insurance coverage;
2. provide defense, indemnity, and liability protection to the CITY; and
3. provide security and environmental protections.
F. Any holding over beyond the expiration of the term of this Agreement may be terminated by either party upon
30 days prior written notice to the other party.
G. Regardless of whether there is an approved holdover tenancy, except for the right of CONCESSIONAIRE to
remove trade fixtures, furnishings, and personal property at the expiration or earlier termination of this
Agreement, ownership of all improvements placed or constructed on the Leased Premises by
CONCESSIONAIRE revert to CITY upon the expiration or earlier termination of this Agreement.
H. Regardless of whether there is an approved holdover tenancy, upon the expiration or earlier termination of
this Agreement, CONCESSIONAIRE shall deliver the Leased Premises to CITY peaceably, quietly, and in as
good condition as the same now are or may be hereafter improved by CONCESSIONAIRE or CITY, normal
use and wear excepted.
ARTICLE XIX. SUBORDINATION & RIGHT OF RECAPTURE
A. This Agreement is subordinate to the provisions of any existing or future agreement between CITY and the
United States of America and/or the State of Texas regarding operation or maintenance of the Airport, the
execution of which has been or may be required as a condition precedent to the expenditure of federal or
State funds for the development of the Airport. Should the effect of such agreement with the United States be
to take any of the property under lease, or substantially alter or destroy the commercial value of the leasehold
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interest granted herein, CITY shall not be held liable therefore, but, in such event, CONCESSIONAIRE may
cancel this Agreement as provided for elsewhere in this Agreement. Notwithstanding the foregoing, CITY
agrees that, in the event it becomes aware of any such proposed or pending agreement or taking, CITY shall
utilize its best efforts to give the maximum possible notice thereof to CONCESSIONAIRE. Any portion of the
Leased Premises recaptured from CONCESSIONAIRE under this provision shall result in a proportionate
abatement of rent as of the date the recapture is effectuated.
B. CITY has the right to recapture all or any portion of the Leased Premises to the extent that it is necessary to
do so for the Airport's development, improvement, or maintenance of the runways and taxiways;for protection
or enhancement of flight operations; or for other development in compliance with any current or future Airport
Master Plan and Airport Layout Plan. In the event of any such recapture,CITY and CONCESSIONAIRE shall
execute a writing reflecting a corresponding adjustment to the affected areas, Base Rent, and any other fees
and charges applicable solely to the affected Leased Premises.
ARTICLE XX. NONDISCRIMINATION; AFFIRMATIVE ACTION
A. Nondiscrimination -General. CONCESSIONAIRE for itself, and as a requirement for any sublessee, their
personal representatives,successors in interest,and assigns, as a part of the consideration hereof 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 Leased Premises; (2) in the construction of any improvements
on, over, or under the Leased 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 Leased 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. The concessionaire or contractor
(CONCESSIONAIRE)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 or performance of any concession agreement,
management contract, or subcontract, purchase or lease agreement, or other agreement covered by 49 CFR
Part 23. The concessionaire or contractor (CONCESSIONAIRE) agrees to include the above statements in
any subsequent concession agreement or contract covered by 49 CFR Part 23 that it enters and causes those
businesses to similarly include the statements in further agreements .
C. Remedy for Breach. If 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, CITY may immediately enforce the remedies directed by the court's
decision, which may include CITY'S right to reenter the Leased Premises, retake possession thereof, and
terminate this Agreement. 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 will undertake any affirmative action program if required by 14 CFR
Part 152, Subpart E, to ensure that CONCESSIONAIRE will not exclude any person from participating in any
employment activity covered by 14 CFR Part 152, Subpart E, on the grounds of race, creed, color, national
origin, sex, age, or disability. CONCESSIONAIRE will not exclude any person on these grounds from
participation in or the receipt of the service or benefit of any program or activity covered by the subpart.
CONCESSIONAIRE further understands that it will require its covered sub-organizations, if any, to provide
assurances to CITY that they will also undertake any required affirmative action programs, if required, and
require assurances from their sub-organizations, if required pursuant to 14 CFR Part 152, Subpart E.
CONCESSIONAIRE, at no expense to CITY, shall comply with any applicable requirements of the Americans
with Disabilities(ADA),as it may be amended,with respect to the Leased Premises and its improvements .
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ARTICLE XXI. COMPLIANCE WITH FEDERAL LAWS, RULES, REGULATIONS, AND ORDERS
A In addition to other provisions of federal law included in this document, the following provisions set out in this
article specifically apply to this Agreement as required by federal law, and CONCESSIONAIRE covenants to
comply in all manner and at all times during the pendency of this Agreement with the provisions of this article.
Any reference to "Contractor" or 'Lessee" included in this article also means and includes
CONCESSIONAIRE. Any reference to"Contract"or"Lease" included in this article also means and includes
this Agreement. Any reference to"Sponsor"means and includes the City of Corpus Christi.
B. Title VI List of Pertinent Nondiscrimination Acts and Authorities
During the performance of this contract, the Contractor, for itself, its assignees, and successors in interest
(hereinafter referred to as the "Contractor") agrees to comply with the following non-discrimination statutes
and authorities; including but not limited to:
• Title VI of the Civil Rights Act of 1964(42 USC§2000d et seq., 78 stat.252)(prohibits discrimination
on the basis of race, color, national origin);
• 49 CFR part 21 (Non-discrimination in Federally-assisted programs of the Department of
Transportation—Effectuation of Title VI of the Civil Rights Act of 1964);
• The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970,(42 USC
§ 4601) (prohibits unfair treatment of persons displaced or whose property has been acquired
because of Federal or Federal-aid programs and projects);
• Section 504 of the Rehabilitation Act of 1973 (29 USC § 794 et seq.), as amended (prohibits
discrimination on the basis of disability); and 49 CFR part 27;
• The Age Discrimination Act of 1975, as amended (42 USC§ 6101 et seq.) (prohibits discrimination
on the basis of age);
• Airport and Airway improvement Act of 1982(49 USC§471, Section 47123), as amended(prohibits
discrimination based on race,creed, color, national origin, or sex);
• The Civil Rights Restoration Act of 1987 (PL 100-209) (broadened the scope, coverage and
applicability of Title VI of the Civil Rights Act of 1964, the Age Discrimination Act of 1975 and Section
504 of the Rehabilitation Act of 1973, by expanding the definition of the terms'programs or activities"
to include all of the programs or activities of the Federal-aid recipients,sub-recipients and contractors,
whether such programs or activities are Federally funded or not);
• Titles II and III of the Americans with Disabilities Act of 1990, which prohibit discrimination on the
basis of disability in the operation of public entities, public and private transportation systems, places
of public accommodation,and certain testing entities(42 USC§§ 12131 –12189)as implemented by
U.S. Department of Transportation regulations at 49 CFR parts 37 and 38;
• The Federal Aviation Administration's Nondiscrimination statute (49 USC § 47123) (prohibits
discrimination on the basis of race, color, national origin,and sex);
• Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations
and Low-Income Populations, which ensures nondiscrimination against minority populations by
discouraging programs, policies,and activities with disproportionately high and adverse human health
or environmental effects on minority and low-income populations;
• Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency,
and resulting agency guidance, national origin discrimination includes discrimination because of
limited English proficiency(LEP). To ensure compliance with Title VI, you must
take reasonable steps to ensure that LEP persons have meaningful access to your programs(70 Fed.
Reg. at 74087 to 74100); and
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• Title IX of the Education Amendments of 1972, as amended, which prohibits you from discriminating
because of sex in education programs or activities(20 USC 1681 et seq).
B. General Civil Rights Provisions. The CONCESSIONAIRE agrees to comply with pertinent statutes,
Executive Orders and such rules as are promulgated to ensure that no person shall, on the grounds of race,
creed, color, national origin, sex, age, or disability be excluded from participating in any activity conducted
with or benefiting from Federal assistance. If the CONCESSIONAIRE transfers its obligation to another, the
transferee is obligated in the same manner as the CONCESSIONAIRE. This provision obligates the
CONCESSIONAIRE for the period during which the property is owned, used or possessed by the
CONCESSIONAIRE and the airport remains obligated to the Federal Aviation Administration. This provision
is in addition to that required by Title VI of the Civil Rights Act of 1964.
C. Title VI Solicitation Notice. The City of Corpus Christi, in accordance with the provisions of Title VI of the
Civil Rights Act of 1964(78 Stat. 252, 42 USC §§2000d to 2000d-4)and the Regulations, hereby notifies all
bidders or offerors that it will affirmatively ensure that any contract entered into pursuant to this advertisement,
airport concession disadvantaged business enterprises will be afforded full and fair opportunity to submit bids
in response to this invitation and will not be discriminated against on the grounds of race, color, or national
origin in consideration for an award.
D. Compliance with Nondiscrimination Requirements. During the performance of this contract, the
Contractor, for itself, its assignees, and successors in interest (hereinafter referred to as the "Contractor"),
agrees as follows:
1. Compliance with Regulations:The Contractor(hereinafter includes consultants)will comply with the Title
VI List of Pertinent Nondiscrimination Acts and Authorities, as they may be amended from time to time,
which are herein incorporated by reference and made a part of this contract.
2. Nondiscrimination: The Contractor, with regard to the work performed by it during the contract, will not
discriminate on the grounds of race, color, or national origin in the selection and retention of
subcontractors, including procurements of materials and leases of equipment. The Contractor will not
participate directly or indirectly in the discrimination prohibited by the Nondiscrimination Acts and
Authorities, including employment practices when the contract covers any activity, project,or program set
forth in Appendix B of 49 CFR part 21.
3. Solicitations for Subcontracts, including Procurements of Materials and Equipment: In all solicitations,
either by competitive bidding or negotiation made by the Contractor for work to be performed under a
subcontract, including procurements of materials,or leases of equipment,each potential subcontractor or
supplier will be notified by the Contractor of the contractor's obligations under this contract and the
Nondiscrimination Acts and Authorities on the grounds of race, color, or national origin.
4. Information and Reports: The Contractor will provide all information and reports required by the Acts,the
Regulations,and directives issued pursuant thereto and will permit access to its books,records,accounts,
other sources of information,and its facilities as may be determined by the sponsor or the Federal Aviation
Administration to be pertinent to ascertain compliance with such Nondiscrimination Acts and Authorities
and instructions.Where any information required of a contractor is in the exclusive possession of another
who fails or refuses to furnish the information, the Contractor will so certify to the sponsor or the Federal
Aviation Administration,as appropriate,and will set forth what efforts it has made to obtain the information.
5. Sanctions for Noncompliance: In the event of a Contractor's noncompliance with the non-discrimination
provisions of this contract, the sponsor will impose such contract sanctions as it or the Federal Aviation
Administration may determine to be appropriate, including, but not limited to:
a. Withholding payments to the Contractor under the contract until the Contractor complies;and/or
b. Cancelling, terminating, or suspending a contract, in whole or in part.
6. Incorporation of Provisions: The Contractor will include the provisions of paragraphs one through six in
every subcontract, including procurements of materials and leases of equipment, unless exempt by the
Acts,the Regulations,and directives issued pursuant thereto.The Contractor will take action with respect
to any subcontract or procurement as the sponsor or the Federal Aviation Administration may direct as a
means of enforcing such provisions including sanctions for noncompliance.Provided,that if the Contractor
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becomes involved in, or is threatened with litigation by a subcontractor, or supplier because of such
direction, the Contractor may request the sponsor to enter into any litigation to protect the interests of the
sponsor. In addition,the Contractor may request the United States to enter into the litigation to protect the
interests of the United States.
E. Clauses for Transfer of Real Property Acquired or Improved under the Airport Improvement Program.
The following clauses will be included in leases entered into by the City of Corpus Christi pursuant to the
provisions of the Airport Improvement Program grant assurances:
1. The CONCESSIONAIRE/Lessee for himself/herself, his/her heirs, personal representatives, successors
in interest, and assigns, as a part of the consideration hereof, does hereby covenant and agree as a
covenant running with the land that: in the event facilities are constructed, maintained, or otherwise
operated on the property described in this lease and concession license for a purpose for which a Federal
Aviation Administration activity, facility, or program is extended or for another purpose involving the
provision of similar services or benefits, the CONCESSIONAIRE/Lessee will maintain and operate such
facilities and services in compliance with all requirements imposed by the Nondiscrimination Acts and
Regulations listed in the Pertinent List of Nondiscrimination Authorities (as may be amended)such that
no person on the grounds of race, color, or national origin, will be excluded from participation in, denied
the benefits of, or be otherwise subjected to discrimination in the use of said facilities.
2. With respect to licenses,leases,permits,etc.,in the event of breach of any of the above Nondiscrimination
covenants, City of Corpus Christi will have the right to terminate the lease and license, and to enter, re-
enter, and repossess said lands and facilities thereon, and hold the same as if the lease and license had
never been made or issued.
3. With respect to a deed, in the event of breach of any of the above Nondiscrimination covenants, the City
of Corpus Christi will have the right to enter or re-enter the lands and facilities thereon, and the above
described lands and facilities will thereupon revert to and vest in and become the absolute property of the
City of Corpus Christi and its assigns.
F. Clauses for Construction/Use/Access to Real Property Acquired under the Activity. Facility or
Program. The following clauses will be included in deeds, licenses, permits, or similar
instruments/agreements entered into by City of Corpus Christi pursuant to the provisions of the Airport
Improvement Program grant assurances:
1. The CONCESSIONAIRE/Lessee for himself/herself, his/her heirs, personal representatives, successors
in interest, and assigns, as a part of the consideration hereof, does hereby covenant and agree as a
covenant running with the land that (a) no person on the ground of race, color, or national origin, will be
excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination in the
use of said facilities, (b) that in the construction of any improvements on, over, or under such land, and
the furnishing of services thereon, no person on the ground of race, color, or national origin, will be
excluded from participation in, denied the benefits of, or otherwise be subjected to discrimination, (c)that
the CONCESSIONAIRE/Lessee will use the premises in compliance with all other requirements imposed
by or pursuant to the List of Discrimination Acts and Authorities.
2. With respect to leases, in the event of breach of any of the above nondiscrimination covenants, City of
Corpus Christi will have the right to terminate the Agreement and to enter or re-enter and repossess said
land and the facilities thereon,and hold the same as if said Agreement had never been made or issued.
3. With respect to deeds, in the event of breach of any of the above nondiscrimination covenants, City of
Corpus Christi will there upon revert to and vest in and become the absolute property of City of Corpus
Christi and its assigns.
G. Airport Concession Disadvantaged Business Enterprise (ACDBE). This Agreement, along with the
Concession and Lease established pursuant to it, is a revenue-producing contract awarded to
CONCESSIONAIRE and will result in the provision of goods and services to passengers, patrons,and tenants
at the Airport. Federal law and regulations impose ACDBE goals upon the performance of this Agreement by
CONCESSIONAIRE, and the City encourages CONCESSIONAIRE voluntarily to strive to include significant
involvement with ACDBE business enterprises in operations under this Agreement. The Director will provide
the CONCESSIONAIRE with information on the Airport's established ACDBE program, goals, and
participation parameters pursuant to 49 CFR Part 23.53.
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ARTICLE XXII. INSURANCE
CONCESSIONAIRE, at its sole expense, shall obtain and maintain in effect at all times during the term of this
Agreement insurance coverage protecting CITY against liability by reason of CONCESSIONAIRE'S use of the Leased
Premises and facilities occupied by it or resulting from any accidents or incidents occurring on or about the roads,
driveways, or other places used by CONCESSIONAIRE at the Airport in conducting its Concession operations
pursuant to this Agreement. All such insurance types and coverages required by this Agreement are as set out in
Exhibit "H," which exhibit is attached and incorporated into this Agreement as if its content were set out here in its
entirety.
ARTICLE XXIII. 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 THE CITY ATTORNEY, 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, CONCESSIONAIRE must give the
Director and CITY'S Risk Manager written notice of any accident or other matter covered under this article
and forward to the Director and Risk Manager copies of every notice, demand, claim, summons, or other
process communication received within 10 days of CONCESSIONAIRE'S receiptof same.
ARTICLE XXIV. CONCESSIONAIRE'S TERMINATION RIGHTS
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 CONCESSIONAIRE upon 30
days prior written notice upon the occurrence of any of the following events:
1. The City's permanent abandonment of the Airport;
2. 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
Page 28 of 33
the CONCESSIONAIRE from operating at the Leased Premises for a minimum of 180 calendar days;
3. The issuance by any court of competent jurisdiction of an injunction that prevents or restrains the use
of the Airport or the Leased Premises that continues for at least 180 days; or
4. The default by CITY in the performance of any covenant or obligation to be performed by CITY and
such failure to remedy the default continues for a period in excess of 60 days after receipt from
CONCESSIONAIRE of written notice to remedy the same.
ARTICLE XXV. CITY'S TERMINATION RIGHTS
A. CITY shall have the right, upon 10 days prior written notice to CONCESSIONAIRE, to cancel this Agreement
in its entirety upon or after the happening of one or more of the following events:
1. If CONCESSIONAIRE makes a general assignment for the benefit of its creditors;
2. If CONCESSIONAIRE files a voluntary petition in bankruptcy seeking liquidation, reorganization, or
the adjustment of its indebtedness under federal bankruptcy laws and fails to make payments when
due to CITY;
3. If any involuntary petition in bankruptcy is filed against CONCESSIONAIRE and CONCESSIONAIRE
fails to make payments when due to CITY;
4. If CONCESSIONAIRE consents to the appointment of a receiver, trustee, or liquidator of all or
substantially all of its personal property, real property, or assets;
5. If CONCESSIONAIRE voluntarily abandons and discontinues its Concession or rental car services at
the Airport for a period of 60 consecutive days,or CONCESSIONAIRE abandons its Leased Premises
in the Terminal,QTA facility, or at the Airport for a period of 60 consecutive days;
6. If CONCESSIONAIRE fails to pay,when due,the Concession Fees, rental charges,or any other fees,
charges, or payments of money required under this Agreement, or fails to perform any indemnity or
other act which it is obligated to perform under this Agreement, and which is not cured within 10 days
of written notice;
7. If CONCESSIONAIRE defaults in fulfilling any of the other terms, conditions, or covenants required
by it in this Agreement and shall fail to remedy the default within 30 days of written notice or demand;
or
8. If CONCESSIONAIRE allows any lien to be filed directly or indirectly against the CITY's real property
or allows a final judgment to be filed against CITY pertaining to this Agreement.
B. In the event of any cancellation or termination of this Agreement by CITY for any of the reasons specified
above, or any other reason as may be set out elsewhere in this Agreement, CONCESSIONAIRE shall have
10 days within which to remove all trade fixtures and personal property installed in or upon the Leased
Premises by CONCESSIONAIRE. If the trade fixtures or personal property are not removed within the 10-
day period following such termination or cancellation, CITY shall have the right to remove all trade fixtures
and personal property at CONCESSIONAIRE'S expense and at no liability to CITY.
ARTICLE XXVI. NOTICE OF TERMINATION
If an event a material default occurs, and after due written notice identifying the default 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. Unless a different or
longer period is provided elsewhere in this Agreement or the notice(any such different or longer period controlling),
this Agreement will be terminated on the date specified in the notice but not sooner than 10 business days after the
postmark date of the notice.
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ARTICLE XXVII. NOTICES-GENERAL
A. Unless otherwise specified, all notices and other communications required or permitted to be given pursuant
to this Agreement must be in writing and are deemed properly given if: (1) sent by certified mail, with return
receipt requested and sent by (2Xa) facsimile transmission, with proof of transmission or (2)(b) via any
nationally recognized overnight courier service, with proof of mailing or (2}(c) by personal delivery, when
delivered to the administrative office of the Airport, and (3)addressed as follows:
When to CITY: When to CONCESSIONAIRE:
Corpus Christi International Airport Coastal Bend Rent A Car, Inc. and South Texas Auto
Attn: Director of Aviation Rental Services, LLC
1000 International Drive Attn: Victoria M. Anderson 226 S. Tancahua
Corpus Christi,TX 78406 Corpus Christi,TX 78401
Phone: (361)289-0171 Phone: (361)883-5108 ext 230
Fax: (361)826-4551 Fax: (361) 882-9241
B. All notice periods begin on the third day after the date the notice is placed in the U.S.certified mail. The
date of the certified mailing takes precedence and controls over the date of any other form of notice.
C. Daily communications of an informal nature may be conducted by the parties by telephone or email. Either
party may, following a phone discussion with the other party, reduce any terms or arrangements to a formal
written notice and, if reduced to writing, such written communication (following a phone discussion) must be
mailed and sent to the other party as set out in paragraph A above. Except for an email pursuant to Article
X(AX2), informal email communications shall not constitute written notice pursuant to this Agreement.
ARTICLE XXVIII. SUBORDINATION TO U.S./FAA REQUIREMENTS; REQUIRED RIGHT TO AMEND
A. This Agreement is subordinate to the provisions of any existing or future agreement between CITY, acting
through the Airport and its Director,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 expenditure of federal
funds for the development of the Airport. If the effect of said agreement(s)with the United States, either under
this paragraph or paragraph B below, is to remove any or all of the Leased Premises from the control of Airport
or to substantially destroy the value of the Leased Premises, then this Agreement shall terminate immediately
without any further obligation on part of CITY to CONCESSIONAIRE.
B. If the Federal Aviation Administration("FAA"), or its successor agency, requires modifications or amendments
to this Agreement as a condition precedent to the granting of federal funds to CITY for Airport improvements,
CONCESSIONAIRE agrees to consent to the modifications or amendments to this Agreement as may be
reasonably required, provided however, CONCESSIONAIRE will not be required to pay any increased
rents/fees/charges,change the use of the Leased Premises, or accept a relocation or reduction in size of the
Leased Premises until CONCESSIONAIRE and CITY 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.
ARTICLE XXIX. BUDGETARY APPROPRIATIONS
By execution of this Agreement, CONCESSIONAIRE acknowledges that the continuation of any contract after the
close of any fiscal year of CITY,which fiscal year ends on September 30 annually, is subject to budget approval and
sufficient appropriations by the CITY'S City Council for such contract item (to include any financial commitment
therein)as an expenditure in the next fiscal budget. CITY does not represent nor warrant to CONCESSIONAIRE that
a budget item providing for this Agreement in any future fiscal budget will be adopted, as that determination is within
the sole discretion of the City Council at the time of adoption of each fiscal budget.
ARTICLE XXX. FORCE MAJEURE
A. Neither CITY nor CONCESSIONAIRE will be deemed to be in breach of this Agreement if either is prevented
from performing any of its obligations under this Agreement by reason of force majeure. "Force Majeure"for
Page 30 of 33
the purposes of this Agreement means any significant delay or failure due to strikes, lockouts, labor disputes,
acts of God(to include severe inclement weather and sustained periods of rain),fire or other casualty,acts of
the public enemy, terrorist acts, civil commotion, riots or interference by civil or military authorities, and other
causes beyond the reasonable control of the party obligated to perform and claiming the force majeure. The
occurrence of the delay or failure to perform due to one of the foregoing events extends the period of
performance until these exigencies have been removed.
B. To assert the occurrence of a force majeure event, the party claiming it shall inform the other party in writing,
with sufficient proof of the force majeure event, within three business days. Failure to provide the written
notice within the period stated shall expressly constitute a waiver of this right as a defense.
ARTICLE XXXI. NO THIRD-PARTY BENEFIT
No provision of this Agreement creates a third-party claim against CITY or CONCESSIONAIRE beyond that which
may legally exist in the absence of any such provision. This Agreement is not intended to give or confer any benefits,
rights, privileges, claims, actions, or remedies to any person, including the public, as a third-party beneficiary, under
any laws or otherwise.
ARTICLE XXXII. SURVIVAL OF LIABILITIES AND OBLIGATIONS
Termination or expiration of this Agreement for any reason does not release either party from any liabilities or
obligations under this Agreement that:(i)the parties have expressly agreed survive any such termination or expiration;
(ii) remain to be performed; or (iii) by their nature would be intended to be applicable following the termination or
expiration of this Agreement.
ARTICLE XXXII!. WAIVER
No delay of or omission in the exercise of any right, power,or remedy accruing to either party as a result of any breach
or default by the other party under this Agreement shall impair any such right, power, or remedy, nor shall it be
construed as a waiver of or acquiescence in any such breach or default, or of or in any similar breach or default
occurring later. No waiver of any single breach or default shall be deemed a waiver of any other breach or default
occurring before or after that waiver.
ARTICLE XXXIV. AMENDMENT
This Agreement may not be amended except by a written instrument executed by each party to this Agreement acting
through a person authorized to sign agreements on behalf of such party (which, in the case of CITY, shall be the
Director or City Manager, unless the provision first requires express approval by the City Council pursuant to this
Agreement, the City Charter, or the City's Code of Ordinances). Unless expressly provided otherwise in this
Agreement, the Director shall exercise authority to issue any notices or other written communications required or
permitted on behalf of CITY.
ARTICLE XXXV. GOVERNING LAW
This Agreement, and any disputes arising under it, shall be governed by and construed in accordance with the laws
of the State of Texas without giving effect to any choice or conflict of law provision or rule (whether of the State of
Texas or any other jurisdiction)that would cause the application of the laws of any jurisdiction other than the State of
Texas,and venue shall be in Nueces County,Texas, where this Agreement was entered into, executed by the parties,
and where performance of this Agreement shall take place.
ARTICLE XXXVI. ORDER OF PRECEDENCE
In the interpretation of this Agreement,or in the event of a dispute as to the meaning of any term,phrase,or language
used in this Agreement, the following order of precedence controls: this Agreement excluding the exhibits; next, the
exhibits; next, any executed amendments to this Agreement, along with their attachments, if any; next, the City's
Page 31 of 33
issued RFP;next,any addendums issued to the RFP;next,the CONCESSIONAIRE'S submitted proposal in response
to the RFP; and last, any submitted responses of the CONCESSIONAIRE to any City-issued addendums to the RFP.
Any ambiguities between the documents that cannot be resolved by review of the documents in the order of
precedence stated shall not be construed against the drafter and shall, as most reasonably possible, be resolved by
the parties.
ARTICLE XXXVII. ENTIRE AGREEMENT
This Agreement is the final, complete, and exclusive statement of the understanding and agreement between the
parties with relation to the subject matter of this Agreement. There are no oral representations, understandings or
agreements covering the same subject matter as this Agreement. This Agreement supersedes and cannot be varied,
contradicted, or supplemented by evidence of any prior or contemporaneous discussions, correspondence,or oral or
written agreements or arrangements of any kind.
ARTICLE XXXVIII. JOINT AND SEVERAL LIABILITY
Coastal Bend Rent-A-Car, Inc., and South Texas Auto Rental Services, LLC, are co-tenants and co-concessionaires
pursuant to this Agreement. As such, City may elect to recover from either Coastal Bend Rent-A-Car or South Texas
Auto Rental Services the full amount of any collective liability of the CONCESSIONAIRE under this Agreement for
personal injuries, property damage, or any act or omission pertaining to any concession/lease obligations, duties, or
responsibilities that may arise or occur and which may be attributable, directly or indirectly, to this Agreement
between all parties, and City may bring a separate action against either party or both parties with respect to any such
liabilities.
IN WITNESS HEREOF, and with the intent to be legally bound, this Agreement is executed by the parties in triplicate
in one or more counterparts,each counterpart of which shall be deemed an original and all of which together constitute
but one and the same instrument.
ATTEST: CITY OF CORPUS CHRISTI
te,,Lect6t. 11----.244---e, (-,..E., ,,,...Th
Rebecca Huerta 'c r Peter Zanoni
City Secret ry City Manager
Date: �4P /191 Date: 9(251 j1
Approved as to legal form: ct/i //,/ -tt //�� �Q�O/�
(l .
rA. Q.7)WO AU 1 ttun�cc►
r'11 Wk., '�.. ...it_ "...A “ cant Oct.- 2L1-
Assistant ity Attom- — -p J
for Mlles Risley, City Attorney SECRFTADvt /
CONCESSION: - (AVIS) CONCESSIONAIRE (BUDGET)
1110 Signature: 2P, x,1 1
M Signature: J �y /� 1
Printed Name: '(G�YI4 All e.�{z�OY1 Printed Name: V efrorl c I"1 AY\ r\
Title: T-rCSlc4Title: IA OM Q3
Date: 'St\31 161 Date: 7113 / I CI
Page 32 of 33
ATTACHED AND INCORPORATED EXHIBITS:
Exhibit A—Terminal Counters/Offices
Exhibit B—Terminal Ready/Return Parking Lot
Exhibit C—Quick Turnaround Facility(QTA)
Exhibit D—QTA Office/Maintenance Areas
Exhibit E—QTA Fuel/Wash Bay/Support Areas
Exhibit F—Monthly Gross Revenues Statement
Exhibit G—Maintenance Matrix
Exhibit H—Insurance Requirements
INCORPORATED BUT UNATTACHED EXHIBITS: (Available upon request)
CITY'S REQUEST FOR PROPOSAL
CONCESSIONAIRE'S PROPOSAL
Page 33 of 33
E.--fi
E 11 II ( y Il R i
f 70' {1"
HALL ENTRANCE FOR OFFICES AND COUNTERS
489.00 SF (97.8 SF @ EACH R.A.C. SPACE) 11
cru----ft) [
OFFICE 1 OFFICE_2 r OFFICE 3] 1 OFFICE 41 i OFFICE 5
156.52 SF 154.50 SF 154.50 SF 154.50 SF 152.31 SF
M,1
,7-, COUNTER 1 COUNTER 2 COUNTER 3 ! f COUNTER 4 -I I COUNTER 5
189.81 SF 187.31 SF 187.31 SF 187.31 SF 185.34 SF
MEII= I=III MIN
-ms's+--__tea+--.
8 I QUEUE SPACE 1 QUEUE SPACE 2 QUEUE SPACE 3 QUEUE SPACE 4 1 QUEUE SPACE 5
O +
157.50 SF 155.78 SF 155.78 SF 155.78 SF 153.00 SF
AVIS /BUDGET 1
I
15'9 5.8" 15'7 1/8" 15" 1;'8" 15'-7 1/8" 15'-4 7/B"
1 Office/Counter/Queue Space.'Ha'Iway 601.63 SF " " 3 ' t
•'rt..41 - �t` yy . . `
2 Office/Counter/Queue Space.Ha lwoy 595.39 SF _ .I I_.!_ 4
L 3 Office/Courter/Queue Space/Hallway 595.39 SF ,:.
[ 4 Offk./Count.•'Queue Space/Hallway 595.39 SF -Jrt' \ The SITE
NOTE:A .MEASUREMENTS TO DETERMINE THE AREA OF r Sly
ll
EXCLUSIVE SPACE LEASED SI WJ.BI'.FR M TH1: (� 5 Office/Counr..;'Qu.u.Space Hallway 588.45 SF
INTERIOR OF THP.E\11T:RNAI.WALLS AND FROM THE i `
CF\TERIINE TO CENTERLINE OF EACH INTRRIOR Terminal
WALL OR IN THE AItSE!NCE OF INTERIOR WAILS,THE
POINT OF SAID CENTERLINE wow)SE LOCATED IF ICEY PLAN
SCCH INTERIOR WMJ.MISTED.
,
Prepared by:
CORPUS CHRISTI INTERNATIONAL AIRPORT CD[3
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a EXHIBIT A Approved by
CARL GROSS
v�t�s
RENT-A-CAR TERMINAL COUNTERS Date. 07-1s-2019
Scale.
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SITE PLAN KEY LEGEND
_ Q TA Site:5.58 Acres
f I e V r � ' rr r j
�1.-1-r i 3 242,956 SF
.-r.•r,,..?rx-,�-- - -- - -wF�' •,•Karr a a ..+.
502 Total Parking Capacity
1 - - ., ., ( 43 Total Employee Parking
t ` i �� t 3 Loading Area Perking Lanes
j • • 1• r r . 2 Z 2' rs •1 •
„ . .
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BUILDING TOTAL AREA
t - -+ 1 Fuel Positions 12 Common 10,725 SF
F I 2 Car Wash Bay 3 Common 3,510 SF
•
3 Maintenance Boy 5(1 each) 4,060 SF
_ Administrative 5(1 each) 4,060 SF
j 4,77 u .
Support/Storage Common 2,470 SF
•
TOTAL
2 6 101 12 14 16 1B 20 22 24 2 i, 2 3s 36 38
1 3 3 7 ti 910111213141516171819
11 13 IS 17 181 21 21) : 33 35 37 LANE 41 Parkin
27,825 SF
_, 4 PROPOSED RENT-A-CAR
'"w+R�1r• r PARKING LOT 1-38 Front Parking Lanes 80,954.25 SF
t: _ .„ . _ —
t LOADINQ _ — 11 SgFt.TBD r 1-Al Rear Parking Lanes 15,200.00 SF
f I. (` 7 i a--
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EMPLOYEE PARKING -, LANE 0 Company Market No.of Parking
Share Front Back Employee
61111:111r g
jl +(.7::
(. ',1 -1 1Enterprise 29.29% 121 24 13
2-'� Alamo/National 22.58% 99 18 I0
L2 1-26 Avis/Budget 16.51% 66 14 7
.3 Dollar/Thrifty i 2.36% 55 10 5
SITEPLAN 32-38 Hertz 19.26% 77 16 8
CORPUS CHRISTI INTERNATIONAL AIRPORT Prepared by.
Sll>t4 CDD
i A EX H BIT Approved by:
C FRED SEGUNDO
w
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a40 Date:
QUICK TURNAROUND AREA(QTA) Consolidated Rental Car 07-15-2019
Scale:
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FLOOR PLAN BUILDING ADMIN. MAINT.
1 Enterprise Office/Maint. 850 SF 775 SF
2 ; Alamo/National Office/Moist. 850 SF 775 SF
3 Avis/Budget Office/Maint. 850 SF 775 SF
' Dollar/Thrifty Office/Mainz. 850 SF 775 SF
1 5 I Hertz Office/Moist. 850 SF 775 SF
qs� CORPUS CHRISTI INTERNATIONAL AIRPORT prepared by CDB
illt iii A EXHIBIT D Approved try
"' W FRED SEGi1ND0
��� l : Date
QUICK TURNAROUND AREA (QTA) Consolidated Rental Car 08-05-2019
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Fuel Positions 12 Common 10,725 SF D
Cor WosJ,Bay 3 Common 3,510 SF 0
SuppoA/Stomge Common 2,470 SF N
CORPUS CHRISTI INTERNATIONAL AIRPORT Prepared by
�4 I
CD8
AIWACeEXHIBIT E ADPr by
FRED SEGUNDO
vaysv / / Date
QUICK TURNAROUND AREA(QTA) 08.07-2018
-Scale
File Name RAC.LEASE Exhibit E NOT TO SCALE
Cr1 RENTAL CAR MONTHLY REVENUE REPORT C
CITY OF CORPUS CHRISTI-AVIATION DEPARTMENT Exhibit F
1000 INTERNATIONAL BLVD.-ADMINISTRATION OFFICE
ATTENTION:ACCOUNTS RECEIVABLE,CORPUS CHRISTI,TX 78406
COMPANY: LOCATION:
Business Period: (le.,mm/yyyy)
Gross Revenues:
Time&Mileage Charges&Fees
Recoupment of Airport Concession Fees
Vehicle TTL/Registration Recoupment Fees
All Fuel Charges&Services(Prepay,Refuel,Service Charges,etc.)
All Insurance Sales
All Damage Waiver Charges(LDW,CDW,POW,etc.)
Other Vehicle Charges(One Way or inter-city Fees,Exchanges,Upgrades,etc.)
Additional Equipment,Communication&Technology(car seats,racks,
radios,phones,navigation,Wi-Fi,satellite,etc.)
Misc&Other Optional Charges(Add'I Drivers,Cleaning,Towing,
Frequent Flyer,GARS,Carbon Offset,etc.)
Contracted Services with Other Airport Concessionaires,
Users or Third Parties
Customer Facility Charges(CFC's)
Airport Security Fees
Taxes on rental transactions,required by taxing authority
Receipts/Compensation for Actual Damages/Loss
Operating Costs Recovered
All Other Fees,Charges,Receipts,Revenue,Compensation
not included above
Total Gross Revenues: $ - (1)
Allowable Exclusions:
Customer Facility Charges(CFCs)
Airport Security Fees
Tickets/Fines/Towing
Taxes on rental transactions,required by taxing authority
Receipts/Compensation for Actual Damages allowed/Loss
Customer Discounts at time of rental
Total Allowable Exclusions: $ - (2)
Gross Revenues After Allowable Exclusions (Line(1)less Line(211 $ -
Concession fee; (Line(3)x 1196,or.111 $ - (4)
Monthly Minimum Annual Guarantee:
Has this month's MAG been paid prior to the submission of this report? Y/N
Less:Applicable Minimum Payment(monthly MAG payment)if paid prior to report: $ - (5)
Adjustments:Applicable credits,etc. (Explain below in Comments) $ - (6)
Comments:
Concession Fee due City with Report: (Line(4)less lines(5),(6)1 $ _
Additional Information (Reaulred)
Total CFCs Collected for the month:
Total Security Fees for the month:
Total Rental Transactions for month:
Total Rental Transaction Days for month:
The undersigned hereby certifies that this report is a true,accurate and complete statement of Company's Gross Revenues and Allowable Exlusions
in accordance with the terms on the Airport Rental Car Concession and Lease Agreement as amended,for the month reported.
Prepared by(print): Manager Name(print):
Prepared by Signature: Manager Signature
Title: Title:
Date Signed Date Signed
"Please attach transaction information via Excel or.CSV format with this report to CCM staff"
Exhibit G
DESIGNATION OF RESPONSIBILITIES FOR OPERATION AND MAINTENANCE
1 RAC PREFERENTIAL USE SPACE RAC COMMON USE
Administrative Support and
Office Maintnenance Bay Fuel Position Car Wash Bay Stoirage
1. Air Conditioning
a. Maintenance C N/A N/A WA C
b. Operation C N/A N/A N/A C
c. Distribution C N/A N/A N/A C
2. Heating
a. Maintenance C C N/A C C
b. Operation C C N/A C C
c. Distribution C C N/A C C
3. Lighting
a. Bulb&Tube
Replacement C C C C C
b. Maintenance C C C C C
4. Electrical
Maintenance C C C C C
5. Water
a. Distribution C C C C N/A
b. Fixtures C C C C N/A
6. Sewage
a. Distribution N/A C C C C
b. Fixtures N/A C C C C
7. Maintenance
a. Other than
Structure R R C C C
b. Structure C C C C C
c. Exterior C C C C C
8. Custodial Service
a. Restroom C N/A C C C
b. Office/Kitchen R N/A _ N/A N/A N/A
c. Work Area N/A R R R R
9. Window Cleaning
a. Exterior C C N/A N/A N/A
b. Interior C R N/A N/A N/A
NOTES: R-RAC, C-CITY. N/A-NOT APPLICABLE.
NEW CONSTRUCTION AND DAMAGE REPAIR ARE NOT SUBJECT TO THIS MATRIX AND SHALL BE
GUIDED BY THE LEASE DOCUMENT.
EXHIBIT H
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 Contract Administrator 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 by endorsement, where their
interest may appear for liabilities arising in whole or in part by the conduct of the Concessionaire, for the
General Liability. Additionally, a waiver of subrogation endorsement is required on GL, AL and WC if
applicable. 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
10-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 $1,000,000 Per Occurrence
including: $1,000,000 Aggregate
1. Commercial Broad Form
2. Premises -Operations
3. Products,'Completed Operations
4. Contractual Liability
5. Independent Contractors
6. Personal Injury-Advertising Injury
AUTO LIABILITY(including) $1,000,000 Combined Single Limit
1. Owned
2. Hired and Non-Owned
3. Rented/Leased
-
WORKERS COMPENSATION Statutory and complies with Part II of this
(All States Endorsement if Company is not Exhibit.
domiciled in Texas)
Employers Liability $500,000/$500,000/$500,000
POLLUTION LIABILITY $1,000,000 Per Occurrence
CRIME/EMPLOYEE DISHONESTY $1,000,000 Per Occurrence
PROPERTY INSURANCE Contractor,at their own expense, shall be
responsible for insuring all owned,leased
or rented personal property.
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 insured's by endorsement
where their interest may appear for liabilities related to the operations and activities arising in whole or in
part by the Concessionaire, with the exception of the workers'compensation and crime policies.
• 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 ten (10) 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. Prior to any 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.
2018 Insurance Requirements
Legal Dept. —Aviation
Rental Car Concession and Lease Agreement
07/20/2018 sw Risk Management
Revised 07/24/2018; 05/01/2019