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Res 1515 3/9/1974r t RESOLUTION NO. 1515 RESOLUTION APPROVING RENTAL CAR LEASE AGREE- MENT AT MUNICIPAL AIRPORT WITH JOE M. MAYO AND JOE M. MAYO, JR. , COPARTNERS D/B/A BUDGET RENT-A-CAR OF WICHITA FALLS. BE IT RESOLVED BY THE BOARD OF ALDERMEN OF THE CITY OF WICHITA FALLS, TEXAS, THAT: That certain Rental Car Lease Agreement at Municipal Airport, a copy of which agreement is attached hereto, be- tween the City of Wichita Falls and Joe M. Mayo and Joe M. Mayo, Jr. , copartners, d/b/a Budget Rent-A-Car of Wichita Falls, is hereby approved, and the City Manager is auth- orized to execute the same for the City of Wichita Falls. PASSED AND APPROVED THIS THE 19TH DAY OF MARCH, 1974. C` M A Y O R ATTEST: A4w-zie-d-Y CITY CLERK THE STATE OF TEXAS X . KNOW ALL MEN BY THESE PRESENTS: COUNTY OF WICHITA X RENTAL CAR LEASE AGREEMENT THIS AGREEMENT entered into this 26 day of March 1974 by and between the City of Wichita Falls, Texas, hereinafter called City or Lessor, and Joe M. Mayo and Joe M. Mayo, Jr. , copartners D/B/A Budget Rent-A-Car of Wichita Falls, hereinafter called Lessee. W I T N E S SETH : WHEREAS, Lessor is the operator of an Airport located in Wichita Falls, Wichita County, Texas, known as the Wichita Falls Municipal Airport; hereinafter called Airport; and, WHEREAS, passenger automobile rental services at the Airport are essential for proper accommodation of passengers arriving and departing from said Airport; and, WHEREAS, the City desires to make said services available at the Airport; and, WHEREAS, Lessee is desirous of operating a rental car concession at the Airport; and, in connection therewith, proposes to furnish clean, late model cars to be kept at the Airport for the use of airline passengers and others. NOW, THEREFORE, in consideration of mutual covenants, promises, and agreements herein contained, the said parties hereby covenant, promise and agree with each other as follows: ARTICLE I. PREMISES Lessor does hereby grant to Lessee a non-exclusive rental car concession, along with others, at the Airport and does demise and lease to Lessee the space in the Terminal Building at the Airport outlined in red on the plat attached hereto and designated as Exhibit "A". The parties covenant and agree that the City, at its sole expense, after giving sixty 60) days notice in writing, may relocate the Lessee's premises in the Terminal Building if, in the opinion of the Airport Manager, overall service to the public shall be improved by such relocation. Lessee shall, at its sole expense, install the necessary counter at its leased space in the Terminal Building, which counter shall be instal- led in. a good and workmanlike manner, shall be neat in appearance, shall be compatible with the Hertz and airline counters, and must be approved by the Airport Manager. At the termination of this lease, title to such counter shall remain in Lessee, who may remove same, but Lessee shall restore such leased space to the same condition that it was in at the beginning of this lease. Lessor leases to Lessee two ready car parking spaces at the location shown on the plat attached hereto and designated as Exhibit "B", which shall be used by Lessee for the parking of cars which are ready for delivery to its car rental patrons. Lessee shall provide markers for these ready car parking spaces similar to the markers which designate the ready car parking spaces used by other rental car agencies at the Airport. Lessor leases to Lessee six (6) rental car storage spaces at that location south of the Terminal Building and west of Hangar No. 1 as shown on the plat attached hereto and designated as Exhibit "B". Included in the rights granted hereunder is that of arranging at the Airport for reservation services for outgoing passengers using the Airport for use of such passengers in making reservations at a destination where automobile rental service is furnished by Lessee or members of the system to which Lessee belongs. ARTICLE II. Term Subject to earlier termination as hereinafter provided, the term of this agreement shall be for the period from April 1, 1974 through June 30th 1975 The provisions of this lease shall be subject to renegotiation by the parties on July 1st, 1974. 2- ARTICLE III. Surrender of Possession No notice to cease operations or to quit possession of the leased premises at the expiration date of the Term of this Agreement shall be necessary. Lessee covenants and agrees that at the expiration date of the Term of this Agreement, or at the earlier termination thereof, it will peacefully surrender possession of the Leased Premises and any improvements thereon, in good condition, reasonable wear and tear, acts of God and other casualties excepted, and the City shall have the right to take possession of the Leased Premises with or without due process of law. ARTICLE IV. Rental Lessee agrees to pay City a minimum concession fee for the rights and privileges herein granted by the City, as follows: 221.66 per month from the time Lessee commences operations hereunder through June 30th, 1974; for the year beginning July 1st, 1974 and ending June 30th, 1975, such fee shall be adjusted on the basis of the proportional increase or decrease in the combined gross revenues of all airport rental car concessions over the preceding twelve month period, provided that such increase or decrease shall not exceed ten percent; or, ten percent of Lessee's annual gross revenues as herein defined, whichever is greater. Lessee shall submit by the 20th day following each month of operation hereunder an accurate statement of the gross revenues for the preceding month and simultaneously therewith shall pay the City the greater of (1) ten percent of the gross revenues of (2) the then applicable mini- mum monthly concession fee. Such statement of gross revenues shall be certified by a responsible officer of the Lessee. 3- Within sixty ,(60) days after the termination of this lease agree- ment, Lessee shall furnish to City a sworn statement, certified by an independent certified public accountant who shall not be a member of Lessee's firm or staff, showing the total of gross revenues at the Airport during the term of this lease agreement. If the aggregate payments made hereunder shall exceed the greater of (1) the minimum concession fee, or 2) ten percent of said gross revenues, the excess balance shall be paid to Lessee by City in cash. Definition of Gross Revenue: "Gross Revenue" as used herein, shall mean all time and mileage charges due and payable to the lessee from the operation of its automobile rental service at the Airport, but shall not include sums recovered from insurance or otherwise for damage to auto- mobiles or other property, nor any amounts paid by customers to Lessee and separatedly billed as additional charges for waiver by Lessee of its rights to recover damages from its customers for damages to or destruction of the vehicle rented, nor any tax levied by any competent governmental authority which is separately stated and collected from Lessee's customers. Except as otherwise provided herein, Gross Revenues shall include all time and mileage charges due and payable to the Lessee on all vehicles which are rented at or taken by a customer from theAirport, regardless of what section or establishment of Lessee may receive the automobile or the rent therefore upon return of the automobile by the customer including vehicles taken by a customer in exchange for a vehicle originally rented at or taken by a customer from the Airport. It is understood that Lessee may possess a U-Drive-It franchise to operate from other locations within the City and that revenues from such operation are excluded from Lessee's Gross Revenues. It shall be expressly understood, however, that revenues derived from the rental of any vehicle taken from the Airport and delivered to a customer off the Airport shall be included in Lessee's Gross Revenues, regardless of the location at which such vehicle is delivered or the rental contract is consummated. 4- The Lessee shall have the right to conduct part of its operation on a credit basis; provided, however, the risk of such operation shall be borne solely by the Lessee; and the Lessee shall report all income, both cash and credit, in its monthly statements of Gross Revenue. Credit given to Lessee's customers for such things as out-of-pocket purchase for gas, oil, or emergency services, and deposits regardless of where made, shall be included in computing Gross Revenues. The term "Gross Revenues", as used herein, shall also include, in addition to the above, amounts which would be due to the Lessee on the basis of furnishing an automobile to the user complete with motor fuel, normal primary liability insurance coverage, and other items customarily supplied by other automobile rental concessionaires at the Airport. Any moneys recovered from insurance companies by Lessee for damage to Lessee's property, or sums recovered through insurance or other- wise for damage to vehicles, shall be excluded from Gross Revenues. Federal, State, County and municipal sales taxes or other similar taxes separately stated and collected from customers now or hereafter levied or imposed shall likewise be excluded from "Gross Revenues." No deductions shall be allowed from "Gross Revenues" for the payment of State franchise taxes or taxes levied on concession activities, facilities, equipment or real or personal property of Lessee nor for the payment of such City ad valorem taxes and license fees as required by the operation of a Rental Car franchise at a location other than the Airport. The Lessee may grant local or national discounts to customers. Rental car storage fee; Lessee shall additionally, by the 20th day following each month of operation hereunder, pay City for rental of its six (6) rental car storage spaces the sum of $6.00, being $1.00 per storage space per month; if the rental car storage fee charged to the other rental car agencies at the Airport is increased on July 1st, 1974, this fee pay- able by Lessee shall be increased at the same rate. 5- ARTICLE V. Records Lessee shall at all times during the term hereof keep true, accu- rate, complete and auditable records, books and accounts, in a form satis- factory to the City, of all business conducted by it at the Airport, and Lessee further agrees that the City shall have the right, through its duly authorized agents or representatives, to examine and audit all pertinent books, accounts and records at any and all reasonable times for the purpose of determining the accuracy of the reports required to be made by the Lessee under the provisions of this Agreement. All airport rental contracts shall be executed on appropriately marked and numerically sequenced forms of Lessee. Articles or services furnished to any person in payment of exchange for value received from such other person, shall be deemed to be a cash sale at market value within the meaning of this Article. The making of any will- fully false reports or revenue by Lessee shall be grounds for the immediate cancellation and termination of this Agreement at the option of the City. ARTICLE VI. Taxes, Fees, Licenses Lessee covenants and agrees to pay promptly all lawful general taxes, special assessments, excises, license fees, permit fees, and utility service charges of whatever nature, applicable to its operation at the Airport and to take out and keep current, all licenses, municipal, state or federal, required for the conduct of its business at and upon the Air- port, and further convenants and agrees not to permit any of said taxes, assessments, excises, fees or charges to become delinquent. ARTICLE VII. Late Rental Penalty All unpaid rent and fee money due the City hereunder shall bear a service charge of one and one-half percent (1-1/2%) per month if same is not paid and received by the City within ten (10) days after its due date, and Lessee agrees that it shall pay and discharge all costs and expenses including attorney's fees incurred or expended by the City in collection of said delinquent amounts due. 6- ARTICLE VIII. Performance Bond Lessee agrees to furnish a bond to the City in the principle amount of TWO THOUSAND DOLLARS ($2,000). Such bond shall guarantee the payment of the Concession Fee, rent and Lessee's other obligations to pay as provided herein. The bond shall be in a form agreeable to the City and shall be kept in full force and effect during the term hereof. ARTICLE IX. Exclusive Rights It is understood and agreed that nothing herein contained shall be construed to grant or authorize the granting of an exclusive right, except that Lessee has the exclusive right to use the premises leased herein. City further agrees that during the life of this Agreement it will not execute a similar Agreement for like services and facilities with any other company or organization on terms more advantageous than those accorded to Lessee. This covenant not to grant more favorable terms to others is hereby acknowledged by the City and Lessee to be limited to 1) the percentage of gross revenues to be paid as a concession fee, 2) the minimum annual concession fee established by this Agreement, and 3) the number and size of counter areas in the Terminal Building. ARTICLE X. Minimum Standards Lessee convenants and agrees it shall be open for and shall con- duct business and furnish services at the Airport during the hours of regularly scheduled air service to the Airport or at such lesser times that Lessee and the Airport Manager shall mutually agree upon as being sufficient to properly serve the needs of the public. Lessee shall furnish high quality, prompt and efficient service hereunder adequate to meet all reasonable demands therefor at the Airport; shall furnish said services on a fair, equal and non-discriminatory basis to all categories of qualified users thereof; and shall charge fair, reasonable and non-discriminatory prices charged by Concessionaires at airports of comparable passenger enplanements. 7- Lessee shall prepare a schedule of prices and rates. Such schedules shall be filed in the office of the Airport Manager and printed copies of such schedule shall be available at the Airport at all times for the use of Lessee's customers. Lessee shall provide and maintain the rental automobiles made available hereunder at its sole expense, in good operative order, free from known mechanical defects, and in a clean, neat and attractive condi- tion inside and outside. Lessee shall base at the Airport only new or late model automobiles in such number as is required by the demand for same. A copy of the rental agreement form covering the use of Lessee's automobiles shall at all times be kept on file in the office of the Air- port Manager. Lessee covenants that it shall take all reasonable measures in every proper manner to maintain, develop and increase the business con- ducted by it hereunder, and Lessee shall not divert or cause or allow any business to be diverted from the Airport. Any action taken by Lessee to induce its patrons to rent or receive vehicles in such a manner and at such places so as to diminish the Gross Revenue of the Lessee under this Agreement shall constitute a material breach hereof and a cause for the termination of this Agreement by the City. Lessee's personnel performing services hereunder shall be distinc- tively uniformed, neat, clean and courteous. The Lessee's oral solicita- tion of business at the Airport shall be confined to its leased area and Lessee shall prohibit and restrain it agents, servants and employees from loud, noisy, boisterous or otherwise objectionable promotion of the services offered, and upon objection from the Airport Manager concerning the conduct or appearance of any such persons, shall immediately take all steps necessary to remove the cause of the objection. Lessee shall not commit any nuisance on the Leased Premises or Airport nor do, or permit to be done anything which may result in the creation or commission of a nuisance thereon; nor install, maintain or operate or per- mit the installation, maintenance or operation on the Leased Premises of any vending machine or devices to dispense any products whatsoever without the written permission of the Airport Manager. 8- ARTICLE XI. Maintenance and Improvements Lessee shall make no material removals, additions or alterations to its Terminal Building leased premises without the prior written approval of the Airport Manager. Lessee shall maintain in good repair and in neat and clean condition all improvements, construction or furniture, furnish- ings or equipment placed on such premises. Lessee shall be responsible for the care of the area designated for its use and shall permit no damage to existing improvements. No spikes, hooks, nails, or any other devices shall be driven or screwed into the walls, woodwork or other surfaces of the Terminal Building leased premises. Lessee agrees, at its own expense, to maintain the Terminal Build- ing leased premises in a neat and orderly condition, free from all danger of fire and personal injury and to refrain from doing anything to destroy or damage the Terminal Building leased premises. No sign or advertisement of the Lessee or others shall be affixed, kept or distributed on any part of the Terminal Building leased premises except only if such color, size, wording, style and material and method of attachment shall be first approved in writing by the Airport Manager. The City reserves the right to remove, without notice to Lessee and at the expense of Lessee, all signs or advertisements not having prior approval in writing. All signs shall be in good taste and shall be for the purpose of either identifying the premises as being those of the Lessee or provid- ing directions for Lessee's patrons. No advertisements or rate schedules of the Lessee shall be posted to public view on the Terminal Building leased premises, except that this prohibition shall not prevent the Lessee from displaying for distribution its pocket-sized printed brochures of rate schedules for distribution to the public. At the expiration of this Agree- ment, the Lessee shall remove all its signs or advertisements and restore all points of attachment to conform to the appearance and condition of the grounding surfaces. 9- ARTICLE XII. Heating, Air Conditioning and Janitorial Services City shall furnish heating and air-conditioning to the Terminal Building leased premises in such degree as it is furnished to other tenants in the Terminal Building, provided that the City shall not be liable for any failure to supply the same when such failure is not due to negligence on its part. General area light will be furnished by the City through the fixtures installed for the general lighting of the area of the Terminal Building leased premises. City shall provide janitor service for the leased premises in the Terminal Building and shall provide for removal of trash and will keep such area clean, neat and attractive. ARTICLE XIII. Indemnification Lessee shall be solely responsible for the conduct of its opera- tors, agents, employees and representatives, and agrees to indemnify, defend, hold and save the City, its authorized agents, officers, representatives and employees, harmless from each and every claim and demand of whatever *nature, and against any and all penalties, liability and annoyance or loss, result- ing from claims or court action of any nature claimed to have arisen directly or indirectly out of acts of Lessee, or its agents, servants or employees under this Agreement or by reason of any act, omission or conduct of such person. ARTICLE XIV. Insurance Lessee agrees to maintain throughout the Term of this Agreement, the following motor vehicle liability insurance: Bodily Injury 100,000 each person 300,000 each accident Property Damage 25,000 each accident Lessee shall provide such insurance at its own expense and such insurance shall be placed with a company authorized to do business in the State of Texas. Such policies of insurance shall protect City and Lessee against any and all liability for death, injury, loss or damage against 10- which Lessee has elsewhere in this agreement undertaken to save and hold the City and its authorized agents, officers, representatives and employees harmless from and against any and all penalties, liability and annoyance and loss resulting from claims or court action of any nature and arising directly or indirectly out of the acts of Lessee, its agents, servants, guests, employees, business visitors or others under this agreement or by result of any act or omission of such persons. The amounts of such insurance as specified above shall not be deemed a limitation of Lessee's agreement to save and hold the City harm- less and if Lessee becomes liable for an amount in excess of the insurance, Lessee will save and hold the City harmless as the holder thereof. Copies of all such policies of insurance shall be delivered to City. ARTICLE XV. City Agent City hereby designates its Airport Manager, as well as, its City Manager and such official as he may designate, as its official representa- tive, with the full power to represent City in all dealings with Lessee in connection with the premises herein leased. ARTICLE XVI. Compliance with Rules & Regulations Lessee shall, at its oWn expense and cost, comply with all Federal, State and local laws, rules, regulations or ordinances, now or hereafter in effect, which are applicable to its operation at the Airport. Lessee recog- nizes that the Airport Manager is the representative of the City, and agrees to cooperate fully with such official to promote the efficient conduct of operations at the Airport. ARTICLE XVII. Inspection City reserves the right to enter upon the leased premises at any reasonable time for the purpose of making any inspection of the physical premises it may deem expedient to the proper enforcement of any of the convenants or conditions of this Agreement. 11- ARTICLE XVIII. Assignment Lessee shall not assign or transfer this agreement nor any privi- leges hereunder and shall not assign or sublet or mortgage all or any part of the premises leased hereby, whether voluntarily or involuntarily, with- out the prior written consent of the City. If Lessee, without securing prior written approval of the City, attempts to effect such a transfer, assignment, sublease or mortgage, or if a transfer occurs by operation of law, City may terminate this agreement upon written notice to Lessee. If control of Lessee's business or corporation is transferred to other parties by virtue of the sale of stock, without the prior written consent of City, this shall be considered an assignment of the lease, and City may terminate this agreement upon written notice to Lessee. ARTICLE XIX. Suspension/Termination Lessee understands and agrees that all rights, privileges and interests acquired herein, following written notice of sixty (60) days, may be altered or finally terminated upon payment of just compensation to Lessee, if such suspension or termination is found by City, acting in good faith, to be necessary to secure Federal financial aid for the development of the Airport. Should Lessee fail to pay the rent due hereunder within fifteen 15) days after same shall become due, or permit any insurance coverage required under this agreement to lapse, City shall have the option, without any legal proceedings or notice, to declare this lease terminated, cancel the same and re-enter and take possession of the premises, and in such event, Lessee agrees to deliver possession of the same peaceably and relin- quish all rights incident thereto. City shall have the right, but not the obligation, to terminate this Agreement in its entirety immediately upon the happening of any of the following events: 12- t a. Filing of a petition, voluntarily or involuntarily, for adjudi- cation of Lessee as a bankrupt. b. The making by Lessee of any general assignment for the benefit of creditors. c. The failure by Lessee to perform, keep and observe any and all of the terms, covenants, and conditions herein contained on the part of the Lessee to be performed, kept, or observed after the expiration of fifteen 15) days from the date written notice has been given to Lessee by City to correct such default or breach (except, however, failure of Lessee to provide insurance as required herein will give City the right to terminate this lease immediately without the necessity of giving Lessee 15 days written notice) . City may terminate this lease by written notice to Lessee in the event of the assumption by the United States Government or any authorized agency thereof of the operation, control or use of said Municipal Airport, Civil Terminal Building and facilities or any substantial part or parts thereof in such manner as to prevent the City, for a period of at least ninety (90) days, from performance of its obligations under the terms, covenants and conditions hereof to be performed, kept and observed by City. No waiver by City at any time of any of the terms, conditions, or covenants of this Agreement shall be deemed or taken as a waiver at any time thereafter of the same, or of any other terms, conditions, or covenants herein contained, nor of the strict and prompt performance thereof by Lessee. In the event that the United States Government or any of its agencies shall occupy the airport or any substantial part thereof to such an extent as to materially interfere with Lessee's operation, or in the event of destruction by fire or other cause of all or a material portion of the airport or airport facilities, or if Lessee's operations shall for any reason, similar or dis- similar, be materially interfered with for a period in excess of ninety (90) days, or in the event of any national emergency wherein there is a curtailment, either by executive decree or legislative action, of the use of motor vehicles or airplanes by the general public, or a limitation of the supply of gasoline available for general use, then, and in any of those events, Lessee shall have 13- the right upon written notice to Lessor to terminate this agreement and Lessee's further obligations hereunder, or at its option, to suspend this agreement for the periods of such disability. Also, should Lessee lose his present franchise to operate a Car Rental Service, or should his license or privilege of operating a rental car service in the City of Wichita Falls be cancelled by the City, then Lessee may, at its option, terminate this Agreement as of the last day of the month in which such event occurs. ARTICLE XX. Untenantable Premises Lessee shall, in case of fire or other casualty, give immediate notice in writing to City, who shall thereupon cause the damage to be repaired forthwith, provided materials, supplies and labor are reasonably available; if any portion of the premises is rendered unfit for occupancy, the rent shall be apportioned for the period of time required to make the repairs, according to theg part of the premises, if any, which remains usable by Lessee. If the entire building shall be destroyed, then within thirty (30) days after the fire or other casualty either Lessor or Lessee may cancel this lease by notice in writing to the other, effective as of the date of the mailing of the written notice, except that the rent shall be apportioned as of the date of the fire or other casualty. ARTICLE XXI. Notification Notice to City as herein provided shall be sufficient if written notice is served in person or otherwise sent by registered mail to the Airport Manager, Wichita Falls Municipal Airport, Route 4, Box 72-E, Wichita Falls, Texas 76301, or to Lessee if written notice is served in person to Joe M. Mayo, Jr. or otherwise sent by registered mail to Lessee at P.O. Box 5168, Wichita Falls, Texas 76307 or at such other places as the parties may designate in writing. 14- ARTICLE XXII. Invalid Provision It is further expressly understood and agreed by and between the parties hereto that in the event any covenant, condition or provision herein contained is held to be invalid by any court of competent jurisdiction, the invalidity of any such covenant, condition or provision shall in no way affect any other covenants, conditions or provisions herein contained; provided however, that the invalidity of any such convenant, condition or provision shall not be construed so as to materially prejudice either City or the Lessee in their respective rights and obligations contained in the valid covenants, conditions or provisions in this Agreement. ARTICLE XXIII. Headings The article and paragraph headings are inserted only as a matter of convenience and for reference and in no way define, limit or describe the scope or intent of any provisions of this lease. IN WITNESS WHEREOF, the parties have caused this agreement to be executed as of the day and year first above written. LESSOR: CITY OF WICHITA FALLS Cd) -jl:LTA41 BY: GerarG. Fox, Ci Manager ATTEST: 7-7.7?-4-__-' (-- ,76---,7-.)--t,?,./1---9 Wilma J. Thomas, City Clerk LESSEE: J H. Mayo,Copartne f/ C- 7-,,--Z, 1 Jov . Mayo, Jr. ,:,-,G p_ ner i- „.„--•D/B/A Budget Rent-A-Car of f Wichita Falls APPROVED AS TO FORM: Hi. P. H::ge, Jr . i' i• A,torney I ' 1.,z I-Po. cl-4 1[1. ' " 'I 111-SCULLS i I ii I 2 m H a 1 t ti o 1 z1 o 0 1 o n t = r I s I I r 1 S.. j—I I ENTRY 1 > a j Dn 1 r L LA itill f:il. Z n Fi ri 1 1 I Z I D G MEN O i ir,y" o c I I F 73 WOMEN t D t 13- i T 1 ;I 11 ii iL_ - I Acr m zrIo j VON* OFFICE 1 OFFICE r I 1I ICI n : w .rte ru i. D i i x d O w 'd o r 0 Y, r-i CA OQ 4 . y 0 N N w >C rh rt r H wcoi, o Z a w m rt D rt () wJ4FOes r- F+ 1.-I OFFICE 7 D (D Ul r I' Z C) 1 k r;7 1---,• .-_.'co I i'-',. RH. , 1-.• • 4. 1 1 r a o• 1 v . 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