Res 068-2015 7/21/2015Resolution No. _68-2015_
Resolution to approve Amendment #1 to the Wichita Falls Regional
Airport Facilities Lease and Rental Car Concessions Agreement
WHEREAS, the City Council approved an airports facilities lease and rental car
concessions agreement on September 2, 2014; and,
WHEREAS, the City constructed a rental car services facility as part of its
terminal area project; and,
WHEREAS, the attached amendment #1 to the facilities lease and rental car
concessions agreement provides for the parameters and fees for the rental car
companies to use the new rental car service facility.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF WICHITA FALLS, TEXAS, THAT:
The City Manager is authorized to execute Amendment #1, as attached to the
Airports Facilities Lease and Rental Car Concessions Agreement, with changes thereto
in a form approved by the City Attorney.
PASSED AND APPROVED this the 21st day of July, 2015.
______________________________
M A Y O R
ATTEST:
____________________
City Clerk
AMENDMENT NO. 1 TO THE AIRPORT FACILITIES LEASE
AND RENTAL CAR CONCESSION AGREEMENT
THIS AMENDMENT NO. 1 TO THE AIRPORT FACILITIES LEASE AND REVENUE CAR
CONCESSION AGREEMENT (“Amendment”) is made and entered into at Wichita Falls,
Texas, this ___ day of _____________________ 2015, by and between the City of Wichita
Falls, Texas, hereinafter referred to as “City” and _______________________________,
being a corporation existing under the laws of the State of Delaware, and authorized to do
business in the State of Texas, hereinafter referred to as “Licensee”.
On November 1, 2014, the City and Licensee entered into an Airport Facilities Lease and
Rental Car Concession Agreement, that identifi ed Licensee’s rights, privileges, obligations and
duties related to the operation of a rental car concession at Wichita Falls Regional Airport
(“Airport”), hereinafter referred to as the “Lease and Concession Agreement”; and
The parties hereto now desire to set forth the actual area and commencement date for the
Service Center Area premises and amend certain provisions of the Agreement relating to the
use and rent of these Service Center Area premises. Additionally, the parties hereto desire to
set forth the commencement date for the Terminal Premises and Parking Block rentals.
NOW, THEREFORE, in consideration of the mutual promises and commitments of the parties,
the receipt and sufficiency of which is hereby acknowledged, the parties agree to amend t he
Agreement as follows:
1. SECTION 2.2.5 of the “Use of Airport Facilities” Section of the Agreement is deleted in its
entirety and replaced with the following:
“Licensee shall occupy, jointly with other On Airport Rental Car Companies, the r eal
property located at 4000 Armstrong Drive, encompassing 31,189 square feet of improved land
including the exclusive use of one bay totaling 543 sq. ft. The 31,189 square feet includes
three individual bays, parking and joint use fueling area, and all a ssociated facilities and
landscaping (“Service Center Area”).
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 City. Licensee’s share of the Service Center exclusive use facilities shall include
a wash bay and vehicle storage, as indicated on the attached Exhibit “C” and incorporated
herein by this reference.”
2. SECTION 2.2.6 of the “Use of Airport Facilities” Section of the Agreement is deleted in its
entirety and replaced with the following:
“Licensee shall use the Service Center Area designated in Section 2.2.5 hereof only for
the following activities:
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(1) 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 pursuant to this Lease and Concession Agreement.
(2) Parking of vehicles as provided herein shall not block other vehicle
ingress and egress through the Service Center Area.
(3) Storage of flammable materials shall be done in accordance with the
regulations set forth by the Fire Department of the City of Wichita Fall s, Wichita County, the
State of Texas and any and all Federal Agencies.
(4) Wash vehicles only in the wash bays designated for that purpose.
(5) Store its On Airport vehicles in the spaces allotted to Licensee prior to
their return to the Ready Car p arking spaces at the Terminal.
(6) 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.
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 on to the airport property.
Licensee shall require all employees and agents to park in the designated Airport Employee
Parking area at all times.”
3. SECTION 2.6.4 of the “Use of Airport Facilities - Limitations on Uses” Section of the
Agreement is deleted in its entirety and replaced with the following:
“2.6.4 Prohibited Activities at Se rvice Center Area.
(1) Parking. 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 those desig nated 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) Licensee or Licensee’s employee’s shall not store trucks, m otorhomes,
campers, trailers, non-operational vehicles, boats or any vehicle not directly related to
Licensee’s business activities on the Service Center Area Premises.
(3) Licensee shall not utilize the Service Center Area for storage of
damaged vehicles or for vehicle maintenance including but not limited to m ajor body or frame
repair, engine maintenance or overhaul, oil changing, radiator flushing or other activities which
are considered vehicle maintenance.
(4) Licensee shall not allow its customers or the general public to enter the
Service Center Area.
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(5) Licensee shall not permit its employees to vacuum, wash or fuel their
personal vehicles at the Service Center Area Premises.
(6) Licensee shall post and distribute suffic ient reference to these conditions
of use as necessary to provide reasonable notice.
(7) Licensee shall not operate a vehicle sales operation on the Airport
premises without first obtaining the written consent of the City.
(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 type and character of sewage that will be
deposited in the system, such rules to be in conformity with usual practices.”
4. EXHIBIT C of the Agreement titled “Service Center Area Drawings” is deleted in its entirety
and replaced with the attached new EXHIBIT C ti tled “SERVICE CENTER AREA PREMISES.”
5. SECTION 3.12 of the Agreement under Section 3 “OBLIGATIONS OF LICENSEE” is
hereby added as follows:
“Licensee shall make no structural alterations, additions, or improvements upon said
Service Center Area, witho ut the prior written consent of the Airport Administrator. Any
alterations, additions, or improvements shall be at the sole cost and expense of Licensee.
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 terminat ion 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 impro vements 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 (all of which are herein called
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“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 equ ipment on the premises. Removable trade fixtures
shall remain the property of Licensee and shall be removed by Licensee.”
6. SECTION 3.1.3. of the Rentals and Charges Section of the Agreement is deleted in its
entirety and replaced with the following:
“3.1.3 As ground rental for use of the Service Center Area, Licensee shall pay to City,
in advance, on or before the first day of each calendar month commencing on April 1, 2015, a
ground rental of $00.01 per square foot per month for Licensee’s proportio nate share of the
Service Center Area Premises.”
SECTION 3.1.4. of the Rentals and Charges Section of the Agreement is deleted in its entirety
and replaced with the following:
“3.1.4 As Service Center Operations & Maintenance Cost Reimbursement (O&M), Upon
the effective date of this Lease and Concession Agreement Amendment which is hereby
defined as April 1, 2015, Licensee shall pre -fund its proportionate share of the monthly
Service Center Area maintenance expenses calculated to be $2,500 per month. The funds
shall be deposited into an account administered by the Airport Administrator or his/her
designee for payment of actual O&M expenses, including utilities, incurred by City for
operation of the Service Center Area premises. If at any time during t he term of this
Agreement the balance in such O&M account falls short of the funds required to operate and
maintain the facility, the Airport may require additional proportionate funding from each party
to the Lease and Concession Agreement. At the end of each fiscal year, the City shall
provide a statement of expenses to each On Airport Rental Car Company that is a party to the
Agreement and reconcile the prefunded amount to Licensee’s actual share of the cost as
described in Section 3.2.3 of the Agreemen t. Licensee shall pre-fund in one payment its
share of the projected costs of operation and maintenance for the period of April 1, 2015,
through October 31, 2015 on the commencement date of this Amendment. Licensee’s
current proportionate allocation (sh are) is $17,500 for the seven month budget (50% of the
April 1,2015 to October 31, 2015 budget).
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 a nd sanitary condition
as it determines in its sole discretion, including but not limited to the cost of utilities.” The first
year’s proposed O&M budget covering April 1, 2015 through October 31, 2015 is $35,000.00.
7. SECTION 3.2.1. of the Terms and Condition of Payment Section of the Agreement is
deleted in its entirety and replaced with the following:
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“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 and 3.1.5 above shall commence
on December 16, 2014. The rentals contained in Section 3.1.3 and Section 3.1.4 shall
commence on April 1, 2015.”
8. SECTION 3.5.3 of the Maintenance of Premises Section 3.5 of the Agreement is hereby
added as follows:
“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 LIC ENSEE” of this Agreement.”
3.5.3.1 Licensee shall be jointly and severally 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 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) days notice 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
Article 3.5.3 the City may, without thereby waiving or otherwise excludi ng 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.”
9. SECTION 3.5.4 of the Maintenance of Premises Section 3.5 of the Agreement is hereby
added as follows:
“STORMWATER POLLUTION PREVENTION
The CITY complies with the Texas Pollutant Discharge Elimination System (TPDES)
General Permit No. TXR050000 and Municipal Separate Storm Sewer System (MS4 ) Permit
No. TX040036 for facilities that discharge storm water 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 Chapt er 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 preve nt storm water pollution.
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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 -storm water discharges to the maximum extent
practicable by:
(1) Inspecting vehicles and any equipment, stored on the Premises, for
leaks frequently – repair leaks promptly;
(2) Cleaning up and properly disposing of spills – notifying the Airport
Administrator immediately of any spills of hazardous materia ls; and
(3) Educating employees in the reduction of storm water pollution by sound
environmental practices as required by this Section 3.5.4.
B. Licensee shall be responsible for fines assessed against the City by TCEQ as a
result of negligent activities by the Licensee or its employees. The following practices are
prohibited on the Premises:
(1) Hosing down any exterior area where wash water will discharge to a
storm drain or conveyance ditch; and
(2) Washing, waxing, cleaning or repairing vehi cles 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 Pla n (SWPPP) and Storm
Water Management Plan (SWMP).”
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