Res 090-2024 Airport Facilities Lease and Rental Car Concession Agreement at WF Regional Airport 08/06/2024 Resolution No. 90-2024
Resolution allowing the City Manager to execute an Airport Facilities
Lease and Rental Car Concession Agreement at the Wichita Falls
Regional Airport with EAN Holdings, LLC (dba Enterprise Rent-A-Car)
WHEREAS, the City of Wichita Falls desires to make rental car services available
to customers of Wichita Falls Regional Airport; and,
WHEREAS, EAN Holdings, LLC (dba Enterprise Rent-A-Car) has expressed an
interest in the opportunity to operate a rental car service at the Airport; and,
WHEREAS, the City of Wichita Falls desires to maximize the revenue generated
at the Wichita Falls Regional Airport.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF WICHITA FALLS, TEXAS, THAT:
The City Manager is authorized to execute lease and concession agreements with
the EAN Holdings, LLC with changes thereto in a form approved by the City Attorney.
PASSED AND APPROVED this the 6th day of August, 2024.
MAYOR
ATTEST:
Oa4A-c.J—
City Clerk
AIRPORT FACILITIES LEASE
AND RENTAL CAR CONCESSION AGREEMENT
Between
City of Wichita Falls,Texas and
EAN Holdings,LLC
At
Wichita Falls Regional Airport(SPS)Wichita Falls,Texas
AIRPORT FACILITIES LEASE
AND RENTAL CAR CONCESSION AGREEMENT
Wichita Falls Regional Airport(SPS)
This Airport Facilities Lease and Rental Car Concession Agreement dated as of , is
between City of Wichita Falls,Texas("City"),and EAN Holdings, LLC,d/b/a Enterprise Rent-A-Car and
National Car Rental a limited liability company organized under the laws of the State of Delaware,and
having a principal address of 433 East Memorial Road,Oklahoma City,OK 73114("Licensee").
RECITALS
WHEREAS,City is the operator of the Wichita Falls Regional Airport(SPS);and,
WHEREAS, automobile rental services at the Airport are desirable for the proper accommodation of
passengers arriving at and departing from the Airport;and,
WHEREAS,Licensee wishes to provide automobile rental services at the Airport;and,
WHEREAS,City desires to make said services available at the Airport and the Licensee is qualified,ready
and able to perform or see to the performance of said services.
Now,THEREFORE,in consideration of the foregoing and of the mutual covenants and agreements herein,
the City is willing to lease to the Licensee a portion of the Airport premises,and grant the Licensee certain
non-exclusive rights and privileges.
1. DEFINITIONS
As used in this Agreement,defined words and terms shall have the following meanings:
1.1. "Airport" is the Wichita Falls Regional Airport (SPS) located approximately five miles north of
downtown Wichita Falls,Texas.
1.2."Airport Administrator"is the director and manager of the Airport as may be designated from time
to time by the city.
1.3."Agreement"is this Airport Facilities Lease and Rental Car Concession Agreement.
1.4."Gross Revenue"is defined as all fees and charges to customers for the rental of Motor Vehicles and
all other activities and services performed by the Licensee in connection with its rental car concession on
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any location at the Airport including business conducted at the Fixed Base Operator(FRO)or any other
premises leased by the City to Licensee or within a five(5)mile radius of the Airport(measured in a straight
line from the terminal entrance) if those customers used the Airport within 24 hours of rental of such
motor vehicles(including but not limited to reservations made through travel agencies and reservations
made by telephone, on-line reservations, facsimile, telegraph, social media and other means of
communications,and including but not limited to all base, time and mileage fees and charges from
Licensee's customers for the rental of vehicles),plus all premiums and other fees and charges(regardless
of how they may be denominated)for personal accident insurance coverage,personal effects insurance
coverage, personal effects protection insurance coverage, liability insurance supplement, additional
liability insurance coverage,and all other types and kinds of insurance coverages and policies(regardless
of how they are denominated, regardless of the parties covered, and regardless of the risks insured
against),plus all sums for insurance waivers,collision damage waivers,and loss damage waivers,whether
cash or credit,and whether collected or uncollected,plus all sums or other fees and charges Licensee
receives,or is entitled to receive,for refueling motor vehicles rented to customers,plus all sums or other
fees and charges Licensee receives,or is entitled to receive,for the rental of any optional equipment such
as cell phones,GPS devices,luggage or ski racks and infant seats plus all sums or other fees and charges
Licensee receives,or is entitled to receive,for additional drivers.Provided,however,that gross revenues
shall not include(a)federal,state or municipal sales tax separately stated and collected from customers
by the Licensee,whether now or hereinafter levied or imposed separately stated on the rental agreement
and collected from customers of Licensee;(b)amounts Licensee receives for the sale,disposition,loss,
conversion or abandonment of Licensee's used motor vehicles and other equipment,personal property,
and trade fixtures;(c)amounts which Licensee receives and paid to third parties for the repair or damages
to its motor vehicles;(d)amounts which Licensee receives for parking tickets,red light tickets,tolls,and
toll violations from its customers to pass through without markup to a third party with no amount being
retained by Licensee.However,any amounts collected above the passthrough amount shall be included
as Gross Revenue under this Agreement;(e)amounts which Licensee receives and paid to third parties
from customers as a carbon offset contribution.These carbon offset contributions must be separately
stated on the rental car agreement and voluntary;or(f)any sums collected as Customer Facility Charges
(CFC).
Gross Revenues to Licensee shall be deemed received at the time the lease or service transaction occurs,
giving rise to Licensee's right to collect said monies,regardless of whether said transaction was conducted
in person,by telephone,social media,or by mail,whether the transaction was for cash or credit,and if
for credit, regardless of whether the Licensee ultimately collects the monies owed for said transaction
from the customer involved.Gross Revenues are amounts which Licensee receives or is entitled to receive,
either initially or by amendment,whichever is greater.
For purposes of Gross Revenue determination,rentals shall be deemed to have been made at the Airport
if the customer order is received and processed at the Airport,even though the Motor Vehicle is dropped
off by the customer elsewhere.
If any fee,charge,or amount designed to cover,in whole or in part,the Airport concession fee set forth
in subsection 3.2.4 of this Agreement,is separately stated or if any fees or surcharges are imposed on
customers by the Licensee(other than any tax or charges required by law to be collected from customers
by or for any governmental entity having jurisdiction) any such amounts shall be included in Gross
Revenue.
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To determine a rental at a location within the 5-mile radius Is an Airport rental and included in Gross
Revenue,Licensee shall require customers to self-disclose on the rental agreement whether they arrived
through the Airport within the last 24 hours prior to renting the vehicle. If the customer discloses,they
did arrive through the Airport within the last 24 hours,the rental shall be included in Gross Revenues. If
the customer discloses,they did not arrive through the Airport within the last 24 hours,the rental shall
not be included in Gross Revenues. Any rental that does not include a customer disclosure shall be
included in Gross Revenues.
1.5. "Motor Vehicles" shall consist only of motor vehicles commonly classified as sedans, coupes,
convertibles,station wagons,four-wheel drive vehicles,sport utility vehicles,recreational vehicles,and
pick-up trucks and vans rated one ton or less.Licensee shall not lease vehicles on or from the Airport other
than Motor Vehicles.
1.6."Premises"is a collective term,which refers to the Terminal Premises,Service Center Area,and all
parking spaces in the Parking Block allocated to Licensee hereunder.
1.7."Service Center Area"refers to the newly constructed area to be used to wash,fuel,and store vehicles
for rent at the Airport
1.8."Terminal"is the Commercial Passenger Terminal Building at the Airport.
1.9. "Terminal Premises" consist of the exclusive use space, counter, and office space, leased to the
Licensee,as described in subsection 2.2.1 of this Agreement.
1.10."Transaction"means the rental of one automobile to one customer as evidenced by a
written contract.
1.11."Transaction Day"means a continuous(24)hour period,or any part thereof,for the calculation of
the Customer Facility Charge. However,if the same Automobile is rented to more than one Customer
within such continuous twenty-four (24) hour period, then each such rental shall be calculated as a
"Transaction Day,"except that a partial day that is a grace period of no more than 2(two)hours after the
last 24-hour day booked shall not be considered a Transaction Day.
2.USE OF AIRPORT FACILITIES
2.1.Operational Rights.Subject to the terms and conditions of this Agreement,Licensee is granted the
right to conduct and operate a car rental concession at the Airport,and to use the Premises in conjunction
with Licensee's car rental concession at the Airport.
2.2.Terminal Building,Service Center and Adiacent Space.The city grants Licensee use of the following
space at the Airport:
2.2.1.Exclusive use of the Terminal Premises consisting of the rental car service counter area and
rental car office space identified hereto as Space Number 414A and 14B,consisting of approximately 268
square feet;
2.2.2.Joint use with others in this classification of roads and driveways useful in the conduct,
operation,and maintenance of Licensee's concession granted under this Agreement;
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2.2.3.Exclusive use of Parking Block#B consisting of"ready&return"parking spaces for Licensee's
rental cars identified.
2.2.3.1. Licensee parking spaces shall be relocated to the front rental car parking rows with the
other rental car Licensees at the commencement of the third(3rd)Contract Year(month 25 post the
date of Commencement of Licensee's operations at the Airport). The number of parking spaces shall be
determined at that time by Licensee's market share for the past 12 months as a percentage of the same
12-month market share of all Licensee's at that time.
2.2.4.Parking spaces in the employee lot for Rental Car employees,in common with other users
of this classification in a number and area to be designated by the Airport Administrator.
2.2.5.Licensee shall occupy,jointly with other On Airport Rental Car Companies,the real property
located at 4000 Armstrong Drive,encompassing 31,189 square feet includes three individual bays,parking
and joint use fueling area,and all associated facilities and landscaping("Service Center Area")
2.2.6.Licensee's share of the Service Center Area parking areas shall correspond to the ratio of
Licensee's total three-year bid Minimum Annual Guarantee(MAG)to the total of all MAGS accepted by
the City.Licensee's share of the Service Center's exclusive use facilities shall include a wash bay and vehicle
storage.
2.2.7.Licensee shall use the Service Center Area designated in Section 2.2.6 hereof only for the
following activities:
(A)Vehicle fueling,washing,cleaning,light maintenance consisting only of fluid topping
off,vacuuming,storage,and related activities as are necessary for preparing its vehicles for rental
under this Lease and Concession Agreement.
(B) Parking of vehicles as provided herein shall not block another vehicle's ingress and
egress through the Service Center Area.
(C)Storage of flammable materials shall be done in accordance with the regulations set
forth by the Fire Department of the City of Wichita Falls,Wichita County,the State of Texas,and
any Federal Agencies.
(D)Wash vehicles only in the wash bays designated for that purpose.
(E)Store it's On Airport vehicles in the spaces allotted to Licensee prior to their return to
the Ready Car Parking spaces at the Terminal.
(F) Licensee employees, agents,and invitees must comply with the applicable parking
requirements, laws, local statutes, and ordinances as set forth in this Lease and Concession
Agreement.
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2.2.8.Licensee understands that it will not be allowed to store more than one case(12 cans)of
motor oil or lubricants in their leased premises.Licensee will not be allowed to store or bring fuel onto
the airport property.
2.2.9. Licensee shall require all employees and agents to park in the designated Airport
Employee Parking area at all times.
2.3.Substitute Space.
2.3.1.In the event that proper development or operation of the Airport requires that any part of
the Terminal Premises be devoted to a different use,City shall have the right,upon three(3)months
advance written notice to Licensee,and without cost or expense to Licensee,to relocate all or a part of
the Terminal Premises.Said relocated Terminal Premises shall be comparable location,design and quality and
of no less area,and to the extent practicable as conveniently located:(a)with reference to and/or within
the Terminal,and(b)relative to the substitute locations of the other on-airport rental car licensee and
other classes of Airport tenants.All of Licensee's trade fixtures shall,without cost or expense to Licensee,
be relocated or replaced on said relocated Premises,and this Agreement shall continue in effect to such
relocated Terminal Premises.
2.3.2.In the event the City elects to expand or remodel the Terminal,or to reconfigure Airport
parking lots, it reserves the right without liability to it whatsoever,to relocate Licensee's ready/return
parking spaces and/or vehicle storage area within such reorganized area.Such substitute space,to the
extent practicable,will be no less conveniently located relative to the substitute locations of the other
On-Airport rental car licensee.
2.4.Right of Ingress and Egress.Licensee shall have at all times the full and free right of ingress to and
egress from the Premises for Licensee,its employees,customers,guests,and other invitees.
2.5.Temporary Storage Spaces.Licensee shall have no right to utilize,for any purpose,other land which
may be owned or controlled by the City either on or off the Airport,or paved parking areas on the Airport
for the temporary storage of its Motor Vehicles.
2.6.Limitation on Uses.
2.6.1.Licensee's uses of the Airport authorized and granted in this Agreement shall be limited to
providing Motor Vehicle rental service using only the Enterprise Rent-A-Car and National Car Rental brand
names,at the Airport,and arranging for such services for the public using the Airport,at locations other
than City of Wichita Falls,Texas.
2.6.2.Licensee may park Motor Vehicles at the Airport,in areas other than those designated for
its exclusive use, only at locations and at times, if any, specified from time to time by the Airport
Administrator.Licensee's Motor Vehicles parked in an area other than those designated for Licensee's use
shall be promptly moved by the Licensee to an authorized location when so directed by the Airport
Administrator.Licensee shall not park or store any vehicles in the ready/return or storage spaces assigned
to it,at the Airport,except Motor Vehicles available for lease hereunder.
2.6.3.The ready&return spaces referenced in subparagraph 2.2.3 above,shall not be used for
the fueling of vehicles,exterior washing,major body or frame repair,engine maintenance or overhaul,oil
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changing, radiator flushing, or other activities that create an eyesore or danger of environmental
pollution.
2.7.Prohibited Activities at Service Center Area.
2.7.1.Licensee shall not permit or allow any vehicles that belong to or are controlled by Licensee
or Licensee's employees,suppliers,shippers,customers,or invitees to be loaded or unloaded in areas
other than designated by City for that particular activity.No trucks or transport trailers are allowed to be
parked at the Service Center Area Premises except for trucks that Licensee rents at the Airport.
2.7.2.Licensee or Licensee's employees shall not store trucks, motorhomes,campers,trailers,
non-operational vehicles,boats,or any vehicle not directly related to Licensee's business activities on the
Service Center Area Premises.
2.7.3.Licensee shall not utilize the Service Center Area for storage of damaged vehicles or for
vehicle maintenance including but not limited to major body or frame repair,engine maintenance or
overhaul,oil changing,radiator flushing,or other activities that are considered vehicle maintenance.
2.7.4.Licensee shall not allow its customers or the general public to enter the Service Center Area.
2.7.5 Licensee shall not permit its employees to vacuum,wash,or fuel their personal vehicles at
the Service Center Area Premises.
2.7.6. Licensee shall post and distribute sufficient reference to these conditions of use as
necessary to provide reasonable notice.
2.7.7.Licensee shall not operate a vehicle sales operation on the Airport Premises without first
obtaining the written consent of the City.
2.7.8 Licensee shall not discharge into the sewer system any substances,of whatever nature,that
may prove harmful to the sewage system or require any abnormal treatment by the sewage treatment
plant.City reserves the right to enter upon the premises to take samples and to examine the discharge
into the sewer system.If harmful or clogging substances are being discharged,Licensee hereby agrees to
install and operate the treatment facilities necessary for the operation.City reserves the right to make
rules regulating the type and character of sewage that will be deposited in the system,such rules to be in
conformity with usual practices.
3.OBLIGATIONS OF LICENSEE
3.1.Rentals and Charges.Licensee agrees to pay City rentals and charges for the use of the Premises and
services and privileges granted under this Agreement,according to the following schedule:
3.1.1.As space rental for the exclusive use of Terminal Premises identified in Paragraph 2.2.1
above:a rental rate of 5550.00 per month for counter and office space use in the Terminal Building.
3.1.2. As space rental for the exclusive use of the ready/return parking spaces allocated to
Licensee under paragraph 2.2.3 above,in the sum of$2,340 per month.
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3.1.3.As ground rental for use of the Service Center area which may be allocated to Licensee
under paragraph 2.2.5 above.
3.1.4.As Service Center Operations&Maintenance Cost Reimbursement(O&M),The fees will be
based on prior year usage to include actual O&M expenses, including utilities,incurred by City for the
operation of the Service Center Area premises.At the beginning of each fiscal year(October 1"),the fee
will be adjusted to reflect the actual costs incurred in the operation of the facility in the prior year.Within
30 days of the end of each fiscal year,the City,upon request,shall provide a statement of expenses to
each On Airport Rental Car Company that is a party to the Agreement. City will use CFC funds to pay the
statement of expenses.
3.1.5.Monthly Service Center Area maintenance expenses will include all costs incurred by the
City to operate and maintain the Service Center Area in good, clean, and sanitary condition as it
determines in its sole discretion,including but not limited to the cost of utilities.
3.1.6.As an Airport concession fee,the minimum annual guaranteed amounts
as agreed upon,or ten percent(10%)of Licensee's Gross Revenue,whichever is greater.This concession
fee is to be paid monthly in accordance with 3.2.4.
Add Abatement language: "In the event for any reason the number of passengers deplaning on
scheduled airline flights at the Airport during any calendar month shall be less than eighty-five percent
(85%)of the number of such deplaning passengers in the same month during the preceding calendar
year,the monthly MAG installment payment for such month(s)for purposes of calculating the MAG for
that calendar month shall be reduced by the percentage decrease in such deplaning passengers.
Concessionaire acknowledges and agrees that Concessionaire shall remain liable for payment of the
monthly Percentage Fee payments notwithstanding the Airport's adjustment of its right to receive any
portion of the MAG.
When the MAG is adjusted or where the Airport can reasonably determine,in its discretion,in advance
that an adjustment is likely,the Concessionaire shall be relieved of its obligations to remit monthly MAG
installment payments,if any,until the applicable adjusted MAG is determined.Further and for greater
clarity,for each calendar month where MAGs are adjusted,the MAG amount for any affected
Agreement Year shall be reduced by 1/12th of the annual total."
3.1.7.Any fees and charges agreed to by both the City&Licensee for the additional use of airport
facilities and or purchase of goods from City.
3.1.8.If any rental,fee,or charge is not paid within the calendar month of the due date,Licensee
shall pay a late charge equal to 2%per month on the unpaid balance,accruing from the date due until
paid.
3.2.Terms and Conditions of Payment.
3.2.1.Rentals and O&M fees specified in subsections 3.1.1,3.1.2,3.1.3,3.1.4,and 3.1.5(minimum
annual guaranteed monthly amount)shall be paid monthly in advance on or before the first day of each
month during the term of this agreement,The space rentals and minimum annual guarantee monthly
amount specified in 3.1.1,3.1.2 above shall commence on 2024.
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3.2.2.The minimum annual guarantee,$5500.00 agreed upon,shall be paid monthly,in advance
on or before the first business day of each calendar month,in the amount of one-twelfth(1/12)of the
annual minimum for each Operating Year ,20 through^ 20_.In addition to the
minimum annual guarantee monthly payment,on or before the twentieth(20th)of each calendar month
during the term the Licensee shall submit to the City a detailed statement of revenues and transactions
and transaction days for the previous month.The Licensee shall pay the City at the time the report is
made,the excess if any,of ten percent(10%)of the Licensee's Gross Revenue for that preceding month
over the minimum guarantee fee and all Customer Facility Charges provided for in Section 3.3 generated
for that preceding calendar month.
3,2.3.Within ninety(90)days after October 31 of each year during the term hereof,City shall
provide a statement of total O&M expenses actually incurred during the previous year to each On-Airport
Rental Car Company that is a party to the Agreement.City shall fund the total O&M expenses with CFC
funds.
3.2.4.Within ninety(90)days after October 31st of each year during the term hereof,Licensee
shall furnish City a statement of the Licensee's Gross Revenues for the preceding contract year,certified
by a principal or an appropriate corporate officer or his/her authorized designee. At that time an
adjustment of payment(if any)will be made by the City,between the monthly concession fee payments
made and concession fee payments due in accordance with Items 3.1 and 3.2.2 of this Article. If the
amount of fee payments made during the preceding Operating Year exceeds the total fee payments due
for that year,the excess payment shall be credited against fee payments for the next Operating Year,
except that any excess payment during the final year will be returned to the Licensee within thirty(30)
days of the City's receipt of the statement described above.
3.2.5 City shall have the right at any reasonable time to examine all records maintained by
Licensee under this Agreement and to have an audit prepared by an independent Certified Public
Accountant.In the event that there is a discrepancy representing an underpayment by Licensee in excess
of 3% of Gross Revenues between Licensee's annual statement, required by subsection 3.2.3 of this
Agreement,and such independent audit,Licensee shall bear the cost of such audit.
3.2.6 Payments required under this Agreement shall be accompanied by financial and other
information on licensee's operations at the Airport on such reports or forms as the Airport Administrator
may reasonably require.
3.3.Collection of Customer Facility Charge Fees
3.3.1.As of October 15,2016,in accordance with Resolution No.25-2010 as may be amended
from time to time,Licensee shall collect a Customer Facility Charge currently set at$5.00 per Transaction
Day on behalf of City from each rental car customer.
3.3.2.The fee revenues collected by Licensee shall be held by the Licensee for the use limited
exclusively to costs and expenses associated with the design,planning,construction,renovation,repair,
and operating and maintenance costs of existing and future rental car facilities and for no other, non-
rental car facility related purpose.The fees collected by Licensee shall be the amount established for all
rental car operations at the Airport.It shall be collected from customers,including customers receiving
complimentary or discounted car rentals.The revenue collected shall be remitted by the licensee to the
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City on or before the twentieth(20th)day of each month and shall be the revenues collected for the
preceding month.
3.4.Gross Revenue Efforts.If Licensee maintains multiple locations for the rental of vehicles in City of
Wichita Falls,Texas,it shall,
3.4.1. For purposes of Gross Revenue determination and maximization, use its best efforts to
ensure that its customers arriving in City of Wichita Falls by air transportation are rented vehicles at the
Airport;
3.4.2.To facilitate audit authorized by subparagraph 3.2.4 of this Agreement,utilize customer
invoices for rentals at the Airport which are clearly distinguishable,including but not necessarily limited
to separate lettering or numbering systems,from customer invoices for rentals at other City of Wichita
Falls locations;and
3.5.Maintenance of Premises.
3.5.1.During the term of this Agreement,Licensee shall maintain and keep the Terminal Premises in good
repair and clean condition in accordance with applicable laws,rules,and regulations,and in accordance
with first-class maintenance practices.
3.5.2. Licensee shall ensure that trash generated by its operations is immediately placed in
covered containers,that no fugitive trash is generated,that the Premises are policed for trash on a daily
basis,and that trash and other wastes are disposed of lawfully,and promptly.Licensee shall not store
hazardous wastes on the Premises except in strict compliance with Federal,State,and local laws and
regulations.
3.5.3.City shall maintain the facility,including all fixtures installed by the City,and the landscaping.
The Licensee's proportionate share of the cost of such maintenance and landscaping will be borne by
Licensee as part of the annual Operation and Maintenance (O&M) fees described in Article 3,
"OBLIGATIONS OF LICENSEE"of this Agreement."
3.5.3.1 Licensee,along with other Licensees,shall be responsible for the maintenance of
all shared personal property in the Service Center Area.Licensee in cooperation with other On Airport
Rental Car Companies shall perform or cause to be performed,the regular removal and disposal of waste
oil and maintenance of the oil system.
3.5.3.2 Licensee shall be responsible for cleaning and janitorial of the exclusive use areas
utilized by the Licensee including bays.
3.5.3.3 Licensee agrees to keep the outdoor portions of the Service Center Area clear and
free of all litter,garbage,debris,and refuse,and to keep such premises and area in an orderly and sanitary
condition at all times.Licensee shall be responsible for the removal of litter,garbage,and refuse from the
portion of the Service Center Area utilized by Licensee. Bins and containers of a type and location
approved by the Airport Administrator may be maintained for the temporary storage of garbage or refuse.
3.5.3.4 In the event Licensee fails,and after five(5)business days'notices in writing from
the City continues to fail to provide the cleanliness required in Section 3.5.3.1,3.5.3.2 or 3.5.3.3 of this
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Article 3.5.3 the City may,without thereby waiving or otherwise excluding or limiting any other remedy
of the City for such failure to perform as agreed,cause the clean-up,as is appropriate,to be carried out
by private personnel or City's personnel for the account of Licensee."
3.5.4 Stormwater Pollution Prevention.
3.5.4.1 The City complies with the Texas Pollutant Discharge Elimination System and
Municipal Separate Storm Sewer System for facilities that discharge stormwater associated with industrial
activities and discharges with an MS4 issued by the Texas Commission on Environmental Quality(TCEQ)
under provisions of Section 402 of the Clean Water Act and Chapter 26 of the Texas Water Code.The
permit is implemented through a Storm Water Pollution Prevention Plan(SWPPP)and a Storm Water
Management Plan (SWMP). These plans identify specific best management practices the Airport and
tenants must employ to prevent stormwater pollution.
3.5.4.2 The Licensee shall not engage in any activity that results in a permit or
requirement being exceeded for specific pollutants based on the amount of leased building space.The
CITY may require reduction or elimination of activities as needed to meet permit requirements, as
identified by the CITY and at no additional compensation. As a matter of best management practice the:
A. Licensee shall reduce non-stormwater discharges to the maximum extent
practicable by: Inspecting vehicles and any equipment, stored on the
Premises,for leaks frequently-repair leaks promptly;
B. Cleaning up and properly disposing of spills - notifying the Airport
Administrator immediately of any spills of hazardous materials;and
C. Educating employees in the reduction of stormwater pollution by sound
environmental practices as required by Section 3.5.4.
3.5.4.3.Licensee shall be responsible for fines assessed against the City byTCEQ as a result
of negligent activities by the Licensee or its employees.The following practices are prohibited on the
Premises:
A. Hosing down any exterior area where wash water will discharge to a
storm drain or conveyance ditch;and
B. Washing,waxing,cleaning,or repairing vehicles on the Premises in areas
other than the wash bays and service areas designated for such activities.
C. Storm Water Pollution Prevention Plan. Licensee in conjunction with
other Licensees shall abide by the City's Stormwater Pollution Prevention Plan(SWPPP)and Storm
Water Management Plan(SWMP).
3.6.Liability and Hazard Insurance.
3.6.1. Licensee shall secure and maintain for the term of its contractual relationship with City such
insurance policies,from companies licensed in the State of Texas,as will protect itself,City of Wichita Falls
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(with City of Wichita Falls named as additional insured to the extent permitted by law),and others as
specified,from claims for bodily injuries,death,personal injury or property damage,which may arise out
of or result from the Licensee's intentional or negligent acts,errors or omissions.The following insurance
coverage,at or above the limits indicated and including such endorsements as are indicated by an"X"
below are required:
Statutory Workmen's Compensation Texas Statutory Minimums
Commercial General Liability
Policy Limits:Bodily Injury/Property
Damage Combined Single Limit of$3,000,000;Endorsements:
x Commercial Forms
x Premises/Operations
x Products/Completed Operations
x Broad Form Blanket Contractual(Hold Harmless Coverage)
Commercial Motor Vehicle Liability Insurance Policy Limits: Bodily Injury/Property Damage
Combined Single Limit of$3,000,000 covering any auto.
3.6.2 To provide evidence of the required insurance coverages,copies of Certificates of Insurance shall be
filed with City.Failure to file or maintain acceptable Certificates of Insurance with City is agreed to be a
material breach of any contract and grounds for termination.The Certificates of Insurance shall contain a
provision that coverage afforded under the policies shall provide at least thirty(30)calendar days prior
written notice to City (through the Airport Administrator) of a material change or cancellation. For
purposes of this provision,"materially altered"shall mean a change to policy limits as set out in the then
current policy declarations page.
3.6.3 In addition,required Certificates of Insurance shall contain the following clauses:
3.6.3.1.The clause"other insurance provisions"in a policy in which City of Wichita Falls is named
as an insured,shall not apply to the City of Wichita Falls.
3.6.3.2.The insurance companies issuing the policy or policies shall have no recourse against the
City of Wichita Falls for payment of any premiums or for assessments under any form of policy.
3.6.3.3.Any and all deductibles in the above-described insurance policies shall be assumed by and
be for the amount of,and at the sole risk of the Licensee.
3.6.3.4. Location of operations shall be: "all operations and locations on the Wichita Falls
Municipal Airport conducted by or occupied by Licensee."
3.6.3.5. If at any time during the term of this Agreement,the Licensee shall fail to obtain and
maintain insurance required in subparagraphs 3.6.1 above,City may,but is not required to,effect such
insurance by taking out policies in companies satisfactory to City. The amount of the premium or
premiums paid for such Insurance by City shall be immediately payable by Licensee to City upon receipt
of notice that such premiums have,in fact,been paid.
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3.6.3.6.Licensee may insure in such amounts as it deems appropriate with respect to any other
risk,including risk to personal property or trade fixtures located on the Premises.
3.7. Indemnification of City. Licensee(including,by definition here,the Licensee's employees,officers,
agents,representatives,contractors and Invitees)shall release,discharge,indemnify and hold harmless
the City,and City's other officials,employees,agents and representatives(the"Indemnitees")from and
against liability for any claim,demand,loss,damages,penalty,judgment,expenses,costs(including costs
of investigation and defense), fees (including reasonable attorney and expert witness fees) or
compensation in any form or kind whatsoever for any bodily injury,death,personal injury or property
damage arising out of or in connection with any act,error or omission by the Licensee,or for any resulting
liability alleged to accrue against the Indemnitees or any of them on account of the Licensee's acts,errors
or omissions;provided,however,that such indemnity shall not be construed as an indemnity for bodily
injury or property damage arising from the willful or reckless acts of City or its employees.
3.8.Licensee's Other Obligations.Licensee hereby covenants and agrees,that with respect to operations
authorized under this Agreement:
3.8.1.It will furnish good,prompt,and efficient service,adequate to meet all reasonable demands
for car rental service at the Airport,on a fair and reasonable basis,and consistent with first-class national
rental car operators,and shall contain all necessary safety equipment;
3.8.2.Rental automobiles shall be maintained at Licensee's sole expense,in good operative order,
free from known mechanical defects,and in clean,neat,and attractive condition,inside and outside;
3.8.3.Licensee shall remain open for business at the Airport for such periods during each day and
such days during each week as may be necessary to meet reasonable demands for services. Licensee
understands the city desires Licensee to be open 1/2 hour prior to the first airline arrival daily until 1/2
hour after the last Airline arrival;
3.8.4.Personnel performing services shall be neat,clean,and courteous;Licensee shall not permit
its agents,servants,or employees so engaged,to conduct business in a loud,noisy,boisterous,offensive,
or objectionable manner,or to solicit business outside the Premises in any manner whatsoever except
through the use of authorized signs;
3.8.5.It shall abide by and be subject to all rules and regulations which are now,or may from time
to time be,promulgated by City concerning management,operation,or use of the Airport,including all
airport badging and customer service training requirements of the City;
3.8.6.It will keep or cause to be kept true,accurate,and complete records of business conducted
at the Airport and at all other of Licensee's locations within City of Wichita Falls;
it will meet all expenses in connection with the use of the Premises and the rights and privileges herein
granted,including without limitation taxes,permit fees,license fees,and assessments lawfully levied or
assessed upon the Premises or structures and improvements situated thereon,and that it will secure all
such permits and licenses;
3.8.7.It will furnish,install,operate,and maintain the Premises and the furniture,fixtures,and
equipment installed therein and thereon, all in good order, condition, and repair, and upon the
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termination of this Agreement will deliver up the Premises to City in good order,condition,and repair,
reasonable wear and tear excepted;
3.8.8.It shall attempt in good faith to meet the reasonable needs of the operator at the Airport
and its customers for the provision of rental Motor Vehicles;
3.8.9.It shall comply with the rules and practices as set forth In the current Airport Security Plan
as amended from time to time,and any fines assessed by the federal government or any governmental
agency having jurisdiction, as a result of the Licensee's failure to comply with the provisions of this
paragraph or other intentional or negligent acts or omissions of Licensee's employees or agents will be
paid promptly to City by Licensee;and
3.8.10.It shall conduct,direct,and supervise in a prompt,safe,and efficient manner all traffic
on Licensed Premises,including motor vehicle traffic and pedestrian traffic,in connection with its
operations and shall promptly remove to designated parking areas vehicles dropped off by customers at
the terminal building parking areas or roadways;
3.8.11 It will vacate all vehicles returned by the customer to the designated return parking spaces
within thirty(30)minutes of return;
3.8.12.it will,in the Terminal Building,install all counter inserts in the public counter area and
office space, all necessary furnishings, fixtures, trade fixtures, equipment, and signage necessary to
operate a first-class concession.All plans and specifications,materials,and color selections are subject to
review and approval by the Airport Administrator.It will also provide the necessary signage for the return
parking spaces to be mounted by the city.
3.9.New Government Regulation.In the event City is required to make additional direct expenditures in
connection with the Implementation of any future federal regulation imposed upon City as a result of
Licensee's operation during the term of this Agreement,City may call a conference for the purpose of
discussing and determining methods of compliance and recovery from Licensee and other affected lessees
of cost so incurred,and Licensee agrees to attend and negotiate in good faith regarding its participation
in recovery of such costs.
3.10.Performance Bond.With the execution of this Agreement,and to secure its performance hereunder,
Licensee shall provide a Performance Bond, Letter of Credit, or other form of third-party security
acceptable to City in the sum of$47,340.00 which represents six(6)month's rent,and fees as identified
in 3.1.1-3.1.7.Any surety must be qualified to do business in Texas and hold an AM Best rating of"A"plus
or higher,or otherwise be acceptable to the City,and any Bank issuing a Letter of Credit shall have and
maintain a main or branch office in Texas.
3.11.Costs of Operation.Licensee shall pay all costs of its operation other than those expressly set forth
herein.
3.12. Obligations of Licensee. Licensee shall make no alterations, additions,or improvements to said
Service Center Area, without the prior written consent of the Airport Administrator. Any alterations,
additions,or improvements shall be at the sole cost and expense of Licensee.
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3.12.1 Ownership. All alterations, additions, or improvements to the Service Center Area made by
Licensee shall be the property of Licensee, but considered part of the Service Center Area. Unless
otherwise instructed by City,all alterations,additions,or improvements other than Licensee's removable
trade fixtures shall,at the expiration or termination of this Agreement,become the property of City and
shall be surrendered by Licensee.
3.12.2 Removal.By delivery to Licensee of written notice not later than thirty(30)days prior to the end
of the term of this Agreement, City may require Licensee to remove any alterations, additions, or
improvements that Licensee has made to the Service Center Area by the expiration or termination of this
Agreement.City may require the removal at any time of all or any part of any alterations,additions,or
improvements made to the Service Center Area by Licensee without the required consent.
3.12.3 Personal Property. All furniture, furnishings, articles of moveable personal property, and
equipment installed in or on the Service Center Area by or for the account of Licensee that can be removed
without structural or other material damage to the Service Center Area fall of which are herein called
"Licensee's Personal Property")shall be and remain the property of Licensee and may be removed by
Licensee.
3.12.4 Surrender. Licensee shall surrender the Service Center Area with all improvements, parts, and
surfaces broom clean,free of debris,and in good operating order,condition,and repair,ordinary wear
and tear excepted.Ordinary wear and tear shall not include any damage or deterioration that would have
been prevented by good maintenance practice. Licensee shall repair any damage occasioned by
Licensee's installation, maintenance, or removal of any alterations, additions, improvements, or
equipment on the premises. Removable trade fixtures shall remain the property of Licensee and shall be
removed by Licensee."
4.OBLIGATIONS OF CITY
4.1. Quiet Enjoyment. City covenants that on paying the rent and performing the covenants herein
contained, Licensee shall peacefully and quietly have,hold,and enjoy the rights granted herein for the
agreed term.
4.2.Maintenance.During the term of this Agreement,City shall maintain and keep in good repair and
condition the Airport,and so much of the Terminal,Service Center Premises,and Fueling Facilities as are
not under the exclusive control of individual lessees, in accordance with applicable laws, rules and
regulations.
4.3. Utilities.City shall,at no additional cost to Licensee,provide common heat,water, normal trash
removal,lighting,and ventilation in connection with the Licensee's rental car service counter and office.
All other services and charges,including telephones and custodial service,shall be provided by Licensee
at its own cost. Licensee shall permit no liens or claims against the Premises arising from unpaid or
disputed utility bills.If,during the term of this Agreement,the Airport is required to increase its water,
sewer,gas,or electric service and such increase requires a capital contribution from City,Licensee,if it
consumes any part of the increased utility,agrees to pay its pro-rated amortized portion of said capital
contribution which amount will be set by agreement or binding arbitration.
5.TERM
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5.1,Term.Subject to earlier termination as hereinafter provided,the term of this Agreement shall be
two(2)years commencing on ,2024,and ending 2026. Term shall be
automatically renewed for three(3)additional one-year automatic renewal periods unless Licensee
submits written notice to the Airport of Licensee's intent to terminate at least 90 days prior to the
expiration of the term or any extension period thereof,
5.1.1 New Agreement: Licensee acknowledges that City,during the term,intends to enter into a
new Airport Facilities Lease and Concession Agreement with all on-airport rental car Licensees either
through an RFP or through negotiated new agreement term discussions at City's sole discretion. Licensee
shall be included in those discussions with all Licensees and City and shall have the right to enter into a
new Airport Facilities Lease and Concession Agreement at that time. At that commencement of any New
Airport Facilities Lease and Concession Agreement between City and Licensee, this Agreement shall
terminate.
5.2. Holding Over. Holding over or failure to vacate the Premises at the end of the term shall not be
construed to be the granting or exercise of an additional term,but shall create only a month-to-month
tenancy,under the payment and other terms of this Agreement,which may be terminated by either party
upon 30 days'notice to the other.
6.TERMINATION,SURRENDER AND DAMAGES
6.1.Termination by Licensee.Licensee shall have the right,upon written notice to City,to terminate the
Agreement upon the happening of one or more of the following events if said event or events shall then
be continuing:
6.1.1.The issuance by any court of competent jurisdiction of any injunction,order,or decree
preventing or restraining the use by Licensee of all or any substantial part of the Premises,or preventing
or restraining the use of the Airport for normal airport purposes or the use of any essential part thereof
which may be used by Licensee and which is necessary for Licensee's operations on the Airport,which
remains in force for at least thirty(30)days;
6.1.2. If City shall default in fulfilling any of the material terms,covenants or conditions to be
fulfilled by it under this Agreement,and shall fail to cure said default within thirty(30)days following
receipt of written demand from Licensee to do so,or if such cure cannot reasonably be completed within
thirty(30)days if City fails to promptly undertake and diligently prosecute such cure;
6.1.3.If all or a material and essential part of the Airport or Airport facilities shall be destroyed by
fire,explosion,earthquake,another casualty,or acts of God or the public enemy;
6.1.4, If the United States Government or any of its agencies shall occupy the Airport or any
substantial part thereof to such an extent as to interfere materially with Licensee's operation for a period
of sixty(60)consecutive days or more;
6.1.5. In the event all commercial airline service to the Airport is terminated, Licensee may
terminate this Agreement upon thirty(30)days'notice to City,provided that such termination continues
through said notice period.
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6.2.Termination by City.The following shall constitute defaults by the Licensee:
6.2.1 Failure by Licensee to make any payment due hereunder within 15 days after notice of the
overdue payment is sent to Licensee,in which case,City may,at its option,in addition to other remedies,
and with or without terminating this Agreement, take possession of so much of Licensee's personal
property(excluding"Motor Vehicles"as defined)as is reasonably necessary to secure payments of the
amounts due and unpaid;
6.2.2 The appointment of a trustee or receiver for,or the attachment,levy,execution,or other
judicial seizure of any portion of the Premises which is not released,expunged;discharged,or dismissed
prior to the earlier of:(a)thirty(30)days after such attachment,levy,execution or seizure;or(b)the sale
of the assets affected thereby;
6.2.3 Failure by Licensee to conduct business at the Airport for a period of five
(5)cumulative days during any one calendar month without reasonable cause including,but not limited
to strikes,work stoppage,and equipment failures;
6.2.4 Default in the performance of any covenant or agreement in this Agreement required to be
performed by Licensee,other than the payment of money or the occurrence of the events described in
this paragraph,and the failure of Licensee to remedy such default for a period of thirty(30)days after
receipt from City of written notice to remedy the same.
6.2.5. Failure by the Licensee to make Gross Revenue efforts required by section 3.4 of this
Agreement;
6.2.6.Licensee's filing of a petition for relief under any present or future federal or state law
regarding bankruptcy,reorganization,or other relief to debtors,or Licensee's insolvency or inability to
pay its debts as they mature,or Licensees making a general assignment for the benefit of its creditors,or
Licensee's applying for a receiver,trustee,custodian or liquidation for Licensee or any of its property,or
the filing by or against Licensee of a petition or the commencement of any other procedure to liquidate
or dissolve Licensee;
6.2.7.Licensee's failure to effect a full dismissal of any involuntary bankruptcy petition that is filed
against Licensee or that in any way restrains or limits Licensee or the City regarding this Agreement or the
Premises prior to the earlier of:(a)the entry of any order granting relief sought in the involuntary petition;
or(b)ninety(90)days after the date of filing of the petition,or Licensee's filing of any pleading in any such
involuntary proceeding which admits the jurisdiction of the court or the petitioner's material allegations
regarding Licensee's insolvency;
6.2.8. The failure of Licensee to comply with: (a) Department of Transportation Regulations
concerning Non-Discrimination(Title 49 C.F.R.Parts 21,and 27),(b)Title VI of the Civil Rights Act of 1964,
or(c)the Americans with Disabilities Act as they now exist or may hereafter be amended.
6.2.9.The filing of suit by Licensee against City.
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City may,but need not terminate this Agreement upon any such default,but at its discretion and without
terminating this Agreement, may seek any and all other available relief, including but not limited to
specific performance or an award of damages incurred as a result of Licensee's default.
6.3.Surrender of Possession.
6.3.1. On the expiration or other termination of this Agreement, Licensee's rights to use the
Premises, facilities, and services described herein shall cease, and Licensee shall vacate the Premises
leaving them in good condition and repair,ordinary wear and tear excepted.
6.3.2. Except as otherwise provided in this Agreement,all fixtures,improvements,equipment,
and other property bought,installed,erected,or placed by Licensee in,on,or about the Airport,shall be
deemed to be personal and shall remain the property of Licensee.Licensee shall have the right at any time
during the term of this Agreement,or any renewal or extension hereof,and for an additional period of 10
days after the expiration or other termination of this Agreement,to remove any or all of such property
from the Airport,subject,however,to Licensee's obligation to repair all damage,if any,resulting from
such removal.Any and all property(excluding"Motor Vehicles"as defined)not so removed by Licensee
shall become a part of the land on which it is located and title thereto shall vest in the City.City may,
however,at its option,require and accomplish the removal of said property at the expense of Licensee.
6.4.Damage or Destruction of Premises.
6.4.1. If the Terminal is partially damaged by fire, the elements, the public enemy, or other
casualty,and the damage is so extensive as to render the Premises untenantable, but said damage is
capable of being repaired in 60 days or prior to the termination date,whichever date first occurs,the
Premises shall be repaired with due diligence by City at its own cost and expense,and the rent payable
under subsection 3.1.1 of this Agreement shall be proportionately paid up to the time of such damage
and shall thenceforth abate in the ratio the space rendered unusable bears to the total space leased until
such time as the Terminal shall be fully restored.If the Terminal is completely destroyed or the Premises
are so damaged that it will remain untenantable for more than 60 days or beyond the termination date
of this Agreement,whichever date first occurs,either party may,at its option,cancel so much of this
Agreement as relates to the untenantable space,such cancellation to be effective as of the date the
Terminal was damaged or destroyed.
6.4.2.In the event that the Premises are rendered untenantable for reasons beyond Licensee's
control and other than those set forth above,there shall be a reasonable and proportionate abatement
of the rentals,fees,and charges provided for in this Agreement during the period that the same are so
untenantable or unusable.
6.4.3.Notwithstanding any of the foregoing,in the event any damage or destruction is caused by
a negligent or intentional act or omission by Licensee, its subleases, agents, invitees, or employees,
Licensee shall reimburse City for its actual costs incurred in repairing the Premises. Nothing in this
Agreement shall be construed as a waiver of or limitation on the right of City to recover damages from
Licensee arising out of the fault or negligence of Licensee.
6.4.4. In the application of this Section 6.4, City's obligations shall be limited to repair or
reconstruction of the Terminal to the extent and of equal quality as obtained at the commencement of
operations under this Agreement.Redecoration or replacement of Licensee's furniture,equipment,and
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supplies shall be the responsibility of Licensee,unless damage thereto is caused solely by a negligent act
or omission of City,its agents,and employees,in which event City shall be responsible for the redecoration
and replacement.Any such redecoration or refurnishing shall be of equivalent quality to that originally
existing at the commencement of the Agreement.
7.ASSIGNMENT AND SUBLETTING
7.1. Assignment and Subletting. Licensee shall not at any time assign or sublet its rights under this
Agreement or any part thereof without the written consent of City;provided,however,that the foregoing
shall not prevent the assignment of such rights to any corporation with which Licensee may merge or
consolidate,or which may succeed to the business of Licensee.No such assignment or subletting shall
release Licensee from its obligations to pay any and all of the rentals and charges and to otherwise
perform Licensee's obligations under this Agreement. In any event, City may require any proposed
assignee to submit qualifying information and meet the qualifying criteria set forth in the Request for
Proposals and Contract Documents for Non-Exclusive Car Rental Concession, RFP 801-14 Restated,
including using no more than the number of brands identified.
7.2.Successors to City.The rights and obligations of City under this Agreement may be assigned by City,
at the option of City, and without the necessity for the concurrence of the Licensee in any such
assignment.
8.OTHER AGREEMENTS
8.1.Compliance with Applicable Laws.In connection with its use of the Premises and the conduct of Its
operation at the Airport,the Licensee shall comply with all applicable laws,rules,and regulations of the
City,the State of Texas,and the United States of America and any and all departments and agencies
thereof,as the same may now exist or may hereafter be promulgated or amended from time to time.
8.2.Lease Agreement with Department of Defense.The City operates the Wichita Falls Municipal Airport
under a Lease agreement with the Department of the Air Force,lease USAF/AETC-SHE-1-09-003 effective
May 15,2009.As per that Lease,a copy of the lease is a required attachment to any subleases executed
by the City.Specifically,the Licensee is required to make note of and comply with Sections 21.1.3,Section
11,and Section 25.
8.3.Agreement Subordinate.This Agreement shall be subordinate to any existing or future agreement
between City and the United States relative to the operation or maintenance of the Airport(including the
Lease Agreement with the Department of Defense described in Section 8.2),the execution of which has
been or may be required asa condition to the expenditure of federal funds for development of the Airport.
If,by reason of any such agreement with the United States as aforesaid,it becomes necessary to modify,
relocate,or remove any improvements situated on the Premises or the Premises themselves,the Licensee
agrees to modify,relocate,or remove from the Premises or any such improvements as directed by City.
8.4.Non-Discrimination.The Licensee,in its operations at and use of the Airport,shall not,on the grounds
of race,color,national origin,or sex,discriminate or permit discrimination against any person or group of
persons in any manner prohibited by applicable law,shall abide by the provisions of the nondiscrimination
provision contained in the Agreement, and shall abide by the provisions of Part 21 of the Rules and
Regulations of the Office of the Secretary of Transportation effectuating Title VI of the Civil Rights Act of
1964.
Page 18 of 26
8.5.Inspection by City.City,through its authorized agent,shall have the right at all reasonable times to
enter upon the Premises to inspect,to observe the performance by Licensee of its obligations hereunder,
prevent waste or loss,respond to emergencies,and to do any act which City may be obligated to do or
have the right to do under this Agreement,under any other agreement to which City is a party or under
applicable law.
8.6. Improvements on the Premises. Construction plans,specifications, budgets, and schedules for all
proposed improvements on the Premises shall be submitted by Licensee and subject to City's approval,
City may reject submissions that are not in accordance with applicable codes, rules, regulations,
ordinances, and statutes, and which are inadequate or incompatible with Airport conditions or
inconsistent with Airport architectural style and design or with uses typically made of public use airports.
8.7.ACDBE Policy&Obligation.
8.7.1. It is the policy of City and the FAA that airport concession disadvantaged business
enterprises("ACDBEs"),including firms owned and controlled by minorities and/or women as defined in
49 C.F.R.Part 23,shall have maximum opportunity to participate in any activity,service or facility at the
Airport under agreement,lease,contract with or franchise from the City.Licensee agrees to make good
faith efforts to ensure that business concerns owned and controlled by socially and economically
disadvantaged individuals as defined in U.S.Department of Transportation regulations,49 CFR Part 23
and 26,as amended,participate in at least 0%of the activity,service or facility provided by Licensee during
the entire term of this agreement or annually provide documentation demonstrating that it has made
good faith efforts in attempting to do so.
8.7.2. In the performance of this Agreement, Licensee hereby assures that no person shall be
excluded from participation, denied benefits, or otherwise discriminated against by Licensee in
connection with the award and performance of any contract,including leases,covered by 49 C.F.R.Part
23 on the grounds of race,color,national origin or sex.
8.7.3.Licensee assures that it will include this section 8.7 in all subleases and cause all subleases
to similarly include clauses in further subleases.
8.7.4.Licensee agrees that it shall comply with federal laws and regulations which now,or may
hereafter,impose upon Licensee,or require City to impose upon Licensee,requirements that a portion of
Licensee's subcontracts and/or purchase contracts be awarded to DBE enterprises, including, but not
limited to,the purchase of rental car fleets.Licensee shall comply with applicable provisions of City's FAA-
approved DBE Concession Plan as it now exists,or as it may hereafter be amended including but not
limited to the current annual reporting requirements.
8.8.Condemnation.Nothing contained in this Agreement shall be deemed to limit or restrict in any way
such lawful rights as Licensee may have now or in the future to maintain claims against the federal,state,
or municipal government, or any department or agency thereof, or against any interstate body,
commission or authority,or other public or private body exercising governmental powers,for damages or
compensation by reason of the taking or occupation,by condemnation or otherwise,of all or a substantial
part of the Premises,or of all or a material part of the Airport.
Page 19 of 26
8.9.Liens.Licensee shall within thirty(30)days cause to be removed any and all liens of any nature arising
out of or imposed because of any repair performed by Licensee or any of its contractors or subcontractors
upon the Premises or arising out of or because of the performance of any work or labor upon or the
furnishing of any materials for use on the Premises.
8.10. Force Maieure. Neither City nor Licensee shall be deemed in violation of this Agreement if it is
prevented from performing any of its obligations hereunder by reason of strikes,boycotts,labor disputes,
embargoes,shortage of material,or fuel as the result of governmental decree,acts of God,acts of the
public enemy,acts of superior governmental authority,weather condition,riots,rebellion,sabotage or
any other circumstances for which it is not responsible or which is not under its control.
8.11.Grievance Procedure.The parties both recognize that it is in the public interest and to their mutual
benefit that a satisfactory range of rental car operation services be made available to the public in a
prompt,efficient,and courteous manner.To that end,Licensee and City shall meet together from time to
time,upon request of City,for the purpose of addressing any complaints that may have been received by
City and reviewing in general the services being furnished by Licensee from the Premises.Licensee agrees
to promptly undertake such action as may be reasonable and appropriate to remedy the situation giving
rise to any such complaints and/or any operational deficiencies noted by City.failure to provide minimum
required service and hours of operation shall be considered as a breach of the contract terms.
8.12.Reserved Rights of City.City reserves the following rights with respect to the Airport,the Premises,
and the uses and operations to be conducted thereon by Licensee:
8.12.1.to unimpeded access over and across the surface of the Premises,provided that City shall
not,in the exercise of this reserved right,unreasonably interfere with Licensee's use of the Premises;
8.12.2.to protect the aerial approaches of the Airport against obstruction,including the right to
prohibit Licensee from erecting, or permitting to be erected, any building or other structure on the
Premises which would,in the judgment of City limit the usefulness of the Airport or constitute a hazard
to air navigation;
8.12.3.to direct all activities of the Licensee at the Airport,as is reasonably necessary to respond
to any emergency which threatens life or property;
8.12.4.to direct Licensee and its employees in the event Licensee's operations are unreasonably
interfering with the use by others of the Airport,including but not necessarily limited to,restricting the
use of public areas of the Terminal or blocking public access to curbs, sidewalks, parking areas, and
roadways;
8.12.5.to prohibit any commercial or non-commercial activity not expressly
permitted herein;and
8.12.6. to establish reasonable rules and regulations for the conduct of activities and uses
permitted herein and also to promulgate minimum standards for the conduct of commercial activities
related hereto.
8.12.7.to enter into other Airport Facilities Lease and Rental Car Concession Agreements,with
other on-Airport rental car Licensees,shall be permitted to operate on and from the Airpolt,and to the
Page 20 of 26
maximum extent practical the terms of any other such on-Airport Lease and Concession Agreement shall
be no more favorable to licensees than those contained herein.City reserves the right to replace,through
proposal procedure,or through negotiation,a vehicle rental Licensee, if this Agreement is terminated
prior to the end of the term,upon the same terms and conditions as exist in this agreement,including the
same termination date.
8.13.Licensee's Abatement Rights.In the event that one of the following conditions exists during the term
hereof,the minimum annual guarantee as provided for in Section 3.2.2 shall be abated for the number of
months the condition continues to exist:
8.13.1.If for any reason,the number of passengers deplaning on scheduled airline flights at the
Airport during any consecutive three calendar-month period where each month there is less than eighty
percent (80%) of such deplaning passengers in the same three calendar month period during the
preceding calendar year,or in the year immediately preceding the first full year of this Agreement.The
city will provide monthly enplanement and deplaning figures to Licensee.
8.13.2.During a period of abatement provided in subparagraphs A and B of this Section,Licensee
will continue to pay City a fee in the amount often percent(10%)of Licensee's gross receipts during that
period and City will return to Licensee a just proportion of any minimum annual guarantee payment which
may have been prepaid.
8.13.3.In the event the premises are damaged rendering them uninhabitable or destroyed due
to fire or other casualty,the minimum guarantee shall be abated until the premises have been repaired
and made operational or the office and counter has been relocated.
9.MISCELLANEOUS PROVISIONS
9.1.Headings.The section headings contained in this Agreement are for convenience in reference and are
not intended to define or limit the scope of any provision.
9.2.Time of Essence.Time is of the essence in this Agreement.
9.3.Attorneys'Fees.If any action at law or in equity is necessary to enforce this Agreement,each party
agrees to pay its own attorney's fees and will not seek to recover its attorney's fees from the other party.
Licensee understands that pursuant to TEXAS LOCAL GOVERNMENT CODE §271.153(a)(3), the total
amount of money awarded in an adjudication brought against a governmental entity for breach of
contract includes reasonable and necessary attorney's fees that are equitable and just.Licensee expressly
waives its statutory rights to recover attorney's fees as outlined in§271.153(a)(3).
9.4. Non-Waiver. Waiver by either party of or the failure of either party to insist upon the strict
performance of any provision of this Agreement shall not constitute a waiver of the right or prevent any
such party from requiring the strict performance of any provision in the future.
9.5.Limitation of Benefit.This Agreement does not create in or bestow upon any other person or entity
not a party to this Agreement any right,privilege,or benefit unless expressly provided in this Agreement.
This Agreement does not in any way represent,nor should it be deemed to imply,any standard of conduct
to which the parties expect to conform their operations in relation to any person or entity,not a party.
Page 21 of 26
9.6.Severability.Any covenant,condition,or provision herein contained that is held to be invalid by any
court of competent jurisdiction shall be considered deleted from this Agreement,but such deletion shall
in no way affect any other covenant,condition,or provision herein contained so long as such deletion
does not materially prejudice City or Licensee in their rights and obligations contained in valid covenants,
conditions or provisions.
9.7.Effect of Agreement.All covenants,conditions,and provisions in this Agreement shall extend to and
bind the successors of the parties hereto,the assigns of City,and to the permitted assigns of Licensee.
9.8.Notices.Any notice given pursuant to this Agreement other than which is specifically permitted to be
given in some other fashion shall be in writing and shall be delivered,by overnight courier or by registered
or certified mail,postage prepaid,return receipt requested and addressed as follows:
If to City:
Airport Administrator
Wichita Falls Regional Airport(SPS)
4000 Armstrong Drive,Suite 8
Wichita Falls,Texas 76305
Telephone Number:(940)855-3623
With a copy to:
City of Wichita Falls,Texas
Director of Aviation,Traffic and Transportation
2100 Seymour Highway
Wichita Falls,Texas 76301
Telephone Number:(940)761-7640
If to Licensee:
EAN Holdings,LLC d/b/a Enterprise Rent-A-Car and National Car Rental
433 East Memorial Road
Oklahoma City,OK 73114
Attn:Douglas Coughlan,Vice President and General Manager
Telephone Number:(405)330-9191
Notice shall be deemed given when delivered two days after the date indicated on the postmark if sent
by U.S.Mail.Either party may change its address to which notices shall be delivered or mailed by giving
notice of such change as provided above.
9.9.Governing Law and Venue.This Agreement shall be governed by and construed in accordance with
the internal laws of the State of Texas without reference to choice of laws and rules.The parties hereby
agree that the venue and jurisdiction for all actions taken with respect to this Agreement shall be in
Wichita County,Texas.
9.10 Entire Agreement.This Agreement embodies the entire agreement between the parties hereto
concerning the subject matter hereof and supersedes all prior conversations, proposals, negotiations,
understandings,and agreements,whether written or oral.
Page 22 of 26
9.11. Non-Liability of City's Agents and Employees. No official, agent, or employee of City shall be
personally liable to Licensee in the event of any default or breach hereunder by City.
9.12.Modification of Agreement.This Agreement may not be altered,modified,or changed in any manner
whatsoever except by a written Agreement signed by both parties-
9.13.Relationship of Parties.It is the intent and purpose of the parties that they shall have the relationship
of Licensor and/or Landlord,and Licensee and/or Tenant hereunder,and nothing contained herein shall
be deemed or construed to constitute the parties as partners or joint ventures,and in no event shall City
be liable for any loss which may result from the operations of Licensee upon the Premises or for any
indebtedness incurred by Licensee as Tenant and/or Licensee in the operation of its business on the
Premises.
9.14 Counterparts: Facsimile; Email.This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original,but all of which together shall constitute one and the same
instrument.For purposes of this agreement,any signature transmitted by facsimile or email(in PDF or
comparable format)shall be considered to have the same legal and binding effect as an original signature.
No party hereto shall raise the use of a facsimile machine, electronic mail,or comparable electronic
transmission to deliver a signature or the fact that any signature was transmitted or communicated
through the use of a facsimile machine, electronic mall, or comparable electronic transmission as a
defense to the formation or enforceability of a contract and each such party forever waives any such
defense.
IN WITNESS WHEREOF,the parties have caused this agreement to be executed as of the day and year first
above written.
City of Wichita Falls EAN Holdings,LLC d/b/a Enterprise Rent-A-Car
a Na lonal Car nta
Darron J.Leiker Douglas Coughlan
City Manager Vice President
Attest:
City Clerk
Approved as to form:
City Attorney
Page 23 of 26
EXHIBIT A-Space Exhibit-Terminal Counter and Office Layouts
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Page 24 of 26
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Page 25 of 26
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Page 26 of 26