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Res 156-2003 11/18/2003RESOLUTION NO. IS(0 - RESOLUTION OF THE CITY COUNCIL OF THE CITY OF WICHITA FALLS, TEXAS, AUTHORIZING THE CITY MANAGER TO EXECUTE AN AGREEMENT WITH BUDGET RENTAL CAR SYSTEM, INCORPORATED, FOR A NON - EXCLUSIVE RENTAL CAR CONCESSION AT WICHITA FALLS MUNICIPAL AIRPORT; FINDING AND DETERMINING THAT THE MEETING AT WHICH THIS RESOLUTION WAS PASSED WAS OPEN TO THE PUBLIC AS REQUIRED BY LAW. WHEREAS, passenger automobile rental services at Wichita Falls Municipal Airport are essential for proper accommodation of passengers arriving and departing from said Airport; and WHEREAS, Budget Rental Car System, Inc. is desirous of operating a rental car concession at Wichita Falls Municipal Airport; and, in connection therewith, proposes to furnish clean automobiles no more than three model years old to be kept at the Airport for the use of airline passengers and others; and NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF WICHITA FALLS, TEXAS, THAT: SECTION 1 . The City Manager is hereby authorized to execute the attached agreement with Budget Rental Car System, Inc. granting a non - exclusive rental car concession at Wichita Falls Municipal Airport. SECTION 2 . It is hereby officially found and determined that the meeting at which this resolution was passed was open to the public as required by law. PASSED AND APPROVED this the 18` day of November, 2003. MAYOR ATTEST: 1 City Clerk THE STATE OF TEXAS § KNOWN ALL MEN BY THESE PRESENTS: COUNTY OF WICHITA § RENTAL CAR LEASE AGREEMENT THIS AGREEMENT entered into this the day of November 2003, by and between the City of Wichita Falls, Texas, hereinafter called City or Lessor, and Budget Car Rental System, Inc., a corporation, hereinafter called Lessee. WITNESSETH: 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 automobiles no more than three model years old 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: 7 ARTICLE I. Premises 1. 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 Director of Aviation, overall service to the public shall be improved by such relocation. 2. Lessor leases to Lessee four ready car parking spaces, 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. The Director of Aviation will assign these spaces to Lessee. 3. Lessor leases to Lessee certain rental car storage spaces in the storage area at the Airport. There are forty (40) storage spaces located north of the terminal parking area. Twenty storage spaces are assigned to a Lessee. The assigned location will be decided by the Director of Aviation. 4. The location of the ready car parking spaces and the rental car storage spaces are shown on Exhibit "B ". 7 5. In addition to all rights elsewhere granted in this agreement, the Lessee and a maximum of one other rental car concessionaire, shall have the right to use the airport for the operation of a full service automobile rental agency, which includes the right of Lessee to operate and conduct related activities, such as, but not limited to rental of automobiles to air travelers and the general public, and to accept return of automobiles from affiliates of Lessee from other locations. This exclusive right shall be only for the primary term and the one option term granted in this Agreement. ARTICLE II. Term Subject to earlier termination as hereinafter provided, the term of this agreement shall be for a period of three (3) years, commencing on the day of November 2003, and terminating on the day of October, 2006. At the expiration of the initial three -year term, Lessee may, at its option, renew this agreement under the same terms and conditions for an additional three years. 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 4 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 1. Lessee agrees to pay an annual concession fee for the rights and privileges herein granted by the City, as follows: A minimum concession fee equal to seventy - five (75 of the previous year's concession fees or 100 of Gross Monthly Revenue, which ever is greater. 2. Lessee shall submit by the twentieth (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: a.) Ten percent (10i)of the Gross Revenues, b.) The Minimum Monthly Concession Fee. The aforementioned statement of Gross Revenues shall be certified by a responsible officer of the Lessee. 3 3. Within ninety (90) days after close of each contract year hereunder, Lessee shall furnish to City a sworn statement, certified by an independent Certified Public Accountant who shall not be member of Lessee's firm or staff, showing the total of Gross Revenue at the Airport for said contract year. If as a result of the annual audit it is determined that Lessee has under paid its concession fee to Lessor, Lessee shall within 10 days of audit submission to Lessor pay to the Lessor the full amount of under payment plus interest payable at So of the total amount of concession under payment due Lessor. If as a result of the annual audit it is determined that Lessee has over paid its concession fee to Lessor, such over payment shall be credited to the fees and charges next thereafter due from Lessee. 4. Definition of Gross Revenue: "Gross Revenue" as used herein, shall include, but is not limited to, all of the following: a. All amounts paid or payable to Lessee by its customers for acceptance of a collision damage waiver — CDW "), or loss damage waiver ( "), or other waiver, or insurance including personal effects coverage (" PEC"), cargo, life insurance, supplemental liability insurance, safe trip insurance, extended protection, or other insurance offered to customers now or hereafter; b. Net fees generated from the rental or sale of mobile telephones, computerized navigation and similar services or whatsoever nature now or hereafter, such net fees to be determined as the difference between actual selling price to customers and actual cost to Lessee for the purchase of said services; C. Fees generated from contractual services provided by Lessee to other Airport lessees, users or other third parties; d. Fee for the rental of child /infant car seats or restraints and other vehicle accessories or services of whatsoever nature offered to customers now or hereafter; and e. All amounts net of customer or commercial discounts paid or payable for a vehicle originally rented at the Airport, even if the rental agreement for such vehicle may have been renewed at another location. 5. The only exclusions from Gross Revenues permitted under this Agreement shall be the specific exclusions set forth below: a. Federal, state, county, city, or municipal sales, use, rental, or excise taxes or, in lieu of taxes, special assessments, now in effect or hereinafter levied on Lessee's operations which are separately stated and collected from customers of Lessee; b. Amounts received as insurance proceeds or otherwise for damages to vehicles or other property of Lessee incidental to the rental of vehicles at the Airport; C. Amounts received by Lessee from the disposal of Lessee owned equipment or vehicles; and d. Any charges collected from customers for refueling (customer option or purchase) an Automobile rented pursuant to a rental agreement under which the customer is obligated to return the Automobile with the same amount of gasoline furnished upon rental. 6. It is understood that Lessee may possess a U- Drive -It franchise to operate from other locations within the City. Any revenues derived from the rental of any vehicle taken from the airport and delivered to a customer off the Airport FA shall be included in Lessee's Gross Revenues, regardless of the location at which such vehicle is delivered if the rental contract is consummated at the Airport. In addition, Lessee's rental rates and other fees shall be equal to or greater than those being charged at the Airport. If in the event Lessee should have or establish a rental car location, during the term of this Agreement, within three (3) miles of the Airport terminal, all rental car revenue produced at said location, as defined in this Agreement, shall be considered Airport revenue and Lessee shall pay to the Lessor a concession fee thereon. 7. 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. 8. In addition to the annual concession fee, Lessee shall pay City for rental of its car storage and ready spaces at the rate of $10.00 per space, per month, which shall be paid monthly by the 20th day following each month of the lease. Also, Lessee shall make a ground rental payment to the City of $150.00 per month for the Lessee's Car Wash Building 8 located on the Lessor's premises. It shall also be understood that Lessee shall pay for all utilities including water and electricity, as well as building and content insurance for the Car Wash Building. The maintenance and operation of this Car Wash Building shall comply with all rules and regulations of the City including, but not limited to, the storm water pollution prevention plan (SWPPP). ARTICLE V. Records 1. Lessee shall at all times during the term hereof keep true, accurate, complete, and auditable records, books, and accounts, in a form satisfactory 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. 2. 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 willfully false reports on revenue by Lessee shall be grounds for the immediate cancellation and termination of this Agreement at the option of the City. V 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 municipal, state, or federal licenses required for the conduct of its business at and upon the Airport, and further covenants 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 1/20) 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. ARTICLE VIII. Performance Bond 10 Lessee agrees to furnish a bond to the City in the principle amount of ten thousand dollars ($10,000.00). 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 1. It is understood and agreed that nothing herein contained shall be construed to grant or authorize the granting of an exclusive right within the meaning of Section 308(a) of the Federal Aviation Act of 1958 or successor statute, except that Lessee has the exclusive right to use the premises leased herein. 2. 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: a.) the percentage of gross revenues to be paid as a concession fee, b.) the minimum annual concession fee established by this Agreement, and c.) the number and size of counter areas in the Terminal Building. ARTICLE X. Minimum Standards 1. Lessee covenants and agrees it shall be open for and shall conduct 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 Director of Aviation shall mutually agree upon as being sufficient to properly serve the reasonable needs of the public. 2. Lessee shall furnish high quality, prompt, and efficient service hereunder adequate to meet all reasonable demands therefore at the Airport; shall furnish said services on a fair, equal, and nondiscriminatory 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. 3. 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 condition inside and outside. 4. Lessee shall base at the Airport only new or late model automobiles no more than three model years old, in such number as is reasonably required by the demand for same. 12 5. Lessee covenants that it shall take all reasonable measures in every proper manner to maintain, develop, and increase the business conducted by it hereunder, the 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. 6. Lessee's personnel performing services hereunder shall be distinctively uniformed, neat, clean, and courteous. The Lessee's oral solicitation of business at the Airport shall be confined to its leased area and Lessee shall prohibit and restrain its agents, servants, and employees from loud, noisy, boisterous, or otherwise objectionable promotion of the services offered, and upon objection from the Director of Aviation concerning the conduct or appearance of any such persons, shall immediately take all steps necessary to remove the cause of the objection. 7. 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 permit the installation, maintenance or operation on the Leased Premises of any vending machine or devices to dispense any 13 products whatsoever without the written permission of the Director of Aviation. 8. Lessee shall abide by and be subject to all reasonable rules and regulations which are now, or may from time to time be promulgated by Lessor or Transportation Security Administration (TSA) concerning management, operation or use of the Airport. 9. It is the policy of the City of Wichita Falls that Disadvantaged Business Enterprises (DBE) shall have the maximum opportunity to share in the benefits from airport concession leasing through substantial and meaningful participation. Concessionaire agrees to develop and implement a plan for including DBE participation in the performance of the contract in the event that a Federal regulation governing such a program for car rental concessions is issued. ARTICLE XI. Maintenance and Improvements 1. Lessee shall make no material removals, additions, or alterations to its Terminal Building leased premises without the prior written approval of the Director of Aviation. Lessee shall maintain in good repair and in neat and clean condition all improvements, construction, or furniture, furnishings, or equipment placed on such premises. Lessee 14 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. 2. Lessee agrees, at its own expense, to maintain the Terminal Building 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. 3. 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 Director of Aviation. 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 providing 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 15 public. At the expiration of this Agreement, the Lessee shall remove all its signs or advertisements and restore all points of attachment to conform to the appearance and condition of the surrounding surfaces. ARTICLE XII. Heating, Air Conditioning, and Janitorial Services 1. 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. 2. 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. 3. Lessee shall pay all charges for telephone or other communication services or other special equipment required or used on the leased premises and shall indemnify Lessor against liability or damages on such account. Lessee shall maintain any counters, partitions, racks, shelves, signs and other fixtures and equipment installed or built by it. 16 ARTICLE XIII. Indemnification Lessee shall be solely responsible for the conduct of its operators, agents, representatives, servants and employees, and shall indemnify, defend and hold harmless the City, its agents, officers, representatives, servants and employees, from and against any and all suits, actions, legal or administrative proceedings, claims, demands, damages, liabilities, interest, penalties, attorneys' fees, costs, expenses and annoyance or loss of whatever nature claimed to have arisen directly or indirectly out of acts of Lessee, or its agents, servants, employees, officers or representatives under this Agreement or by reason of any act, omission, or conduct of such person or entity. ARTICLE XIV. Insurance 1. Lessee shall furnish to the Lessor an insurance certificate evidencing general liability insurance coverage with minimum limits of ONE MILLION AND N01100 DOLLARS ($1,000,000.00) for property damage or injury to a member of the public injured on the leased premises or as the result of the operation of the leased premises by Lessee. Lessor shall be named as an additional insured on such insurance and shall be furnished written confirmation from the insurers that such coverage will not be canceled without their providing to Lessor 17 twenty (20) days advance written notice of the intent to cancel. Lessee shall be responsible for any damage caused to contents owned by Lessee and shall be responsible for any costs of any insurance it desires to carry on said contents. 2. 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 indemnify, defend and hold harmless the City, its agents, officers, representatives, servants and employees, as set forth in Article XIII, Indemnity, above. 3. The amounts of such insurance as specified above shall not be deemed a limitation of Lessee's agreement to indemnify, defend and hold harmless the City, its agents, officers, representatives, servants and employees, as set forth in Article XIII, Indemnity, above. ARTICLE XV. City Agent City hereby designates its Director of Aviation, as well as its City Manager and such official as he may designate, as its official representative, with the full power to represent the City in all dealings with Lessee in connection with the premises herein leased. ARTICLE XVI. Compliance with Rules & Regulations 18 Lessee shall, at its own expense and cost, comply with all Federal, State, and local laws, rules, regulations or ordinance, now or hereafter in effect, which are applicable to its operation at the Airport. Lessee recognizes that the Director of Aviation 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 covenants or conditions of this Agreement. ARTICLE XVIII. Assignment Lessee shall not assign or transfer this agreement or any privileges hereunder and shall not assign or sublet or mortgage all or any part of the premises leased hereby, whether voluntarily or involuntarily, without 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 19 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 1. 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. 2. 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 after fifteen (15)days' notice, without any legal proceedings, 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 relinquish all rights incident thereto. `zu 3. 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: a. Filing of a petition, voluntarily or involuntarily, for adjudication 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). 4. 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. 21 5. 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. G. 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 dissimilar, 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 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 period of such disability. 7. 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 0*4 be canceled by the City, then Lessee may, at its option, terminate this agreement as of the last day of the month in which such 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 the 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 of 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 certified mail to the Director of Aviation, Wichita Falls Municipal Airport, 4000 Armstrong Dr., Box #8, Wichita Falls, TX 76304, or to Lessee if written notice is served in person to the manager on 23 duty at Lessees Airport office, or otherwise sent by certified mail to Lessee at Budget Rent A Car System, Inc., P.O. Box 612707, 3937 South 26` Avenue (express delivery only), DFW Airport, Dallas, Texas 75261, or at such other places as the parties may designate in writing. 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 covenant, 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. 24 IN WITNESS WHEREOF, the parties have caused this agreement to be executed as of the day and year first above written. LESSOR ATTEST: City Clerk APPROVED AS TO FORM: ty Attorney CITY OF WICHITA FALLS City Manager LE SSEE Budget Car Rental System, Inc. Robert Bouta, Senior Vice President of Cendant Car Rental Group, Inc. Authorized Representative 25