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HomeMy WebLinkAbout04305 - AIRPORT AVIS CAR RENTAL CONCESSION C E N DANT ` LJ Car Rental Group FILEUPY Jime 19, 2003 Mr. John Griffith Assistant Director of Aviation Palm Springs Intl Airport City of Palm Springs 3400 P. Tahquitz Canyon Way, #OFC Palm Springs, CA 92262 Re: Cendant Car Rental Group Dear Mr. Griffith: As you may be aware, Cendant Car Rental Group, Inc. (hereinafter CCRG) was the parent company to both Avis Rent A Car System, Inc. (hereinafter Avis) and Cherokee Acquisition Corporation(hereinafter Cherokee). On November 22 2002, Cherokee acquired most of the assets of Budget Rent A Car Systems, Inc. in a Chapter 11 bankruptcy proceeding at which point it also changed its name to Budget Rent A Car System, Inc. (hereinafter Budget). Therefore, CCRG is now the parent company of both Avis and Budget. Avis and Budget will continue to function as separate business entities with each company operation on its own. Avis and Budget will each execute their own lease and concession agreements and each will submit its own independent bid (where required) for concession rights at airports. Avis and Budget will each have its own financial information outlining the full financial picture for each company (these statements will appear as part of a consolidated format) and all airport bids will be prepared independently of each other. In order to ensure that each company will submit independent and non-collusive bids, all bids will be prepared by employees of each respective company and will be executed by a senior officer of each company. These senior officers will not be employees of the other company and they will be forbidden from cormnunicating with each other regarding bid numbers. CCRG will provide some back office functions to both Avis and Budget which will include representation at airport meetings. As Regional Director-Properties for Cendant Car Rental Group, Inc., I will be the contact person for all airport bid, leases and concession agreements for each brand at all airport locations. If,you have any questions concerning the foregoing please call me at any time. Very truly yourseYZ , r5�f_ Lorie M. Tallarico Regional Director-Properties Cendant Car Rental Group,Inc. AVAVIS. Western Area Office•513 Eccles Avenue• Suite A• South San Francisco, California 94080 Budget IS Tel: (650)616-0150•Fax: (650)624-0179 Avis Rent a Car Rental Car Concession AGREEMENT #4305 Amend 1 M07179, 10-16-02 AMENDMENT#1 _ to AGREEMENT A4305 - RENTAL CAR CONCESSION THIS FIRST AMENDMENT to Agreement A4305 for Rental Car Concession, (herein "Agreement") made and entered into on the jj�-A day of 6) u R , 2001 b3Fand between the CITY OF PALM SPRINGS (herein "City") and AVIS RENT A CAR SYSTEM, INC. (herein "Concessionaire") is hereby amended effective immediately upon occupancy of the reconfigured Ready/Return Rental Car Area. - WITNESSETH - WHEREAS the terrorist attacks of"September 11"have resulted in the establishment of a"300 foot rule"by the Transportation Security Administration(TSA)which does not allow certain vehicles within a 300-foot perimeter of the Airport Terminal Building unless said vehicles are inspected prior to approaching the building; and WHEREAS the Airport has had a Blast Analysis conducted for the Palm Springs International Airport so mitigation measures for the "300 foot rule" can be developed; and WHEREAS TSA has approved a mitigation measure, based on the Blast Analysis, for Palm Springs International Airport which will allow for the continued use of the Ready/Return Area so long as"dirty,"that is returning vehicles, are kept more than one hundred fifty (150) feet from the Airport Terminal Building; and WHEREAS following consultation with the Rental Car Concessionaires,a redesign of the Ready/Return Area has been completed wherein return of vehicles will occur further than 150 feet from the terminal and on the northerly terminal access road, a non-revenue area, and construction is scheduled to proceed summer of 2002; and WHEREAS with the reconfiguration of the lot,the space allocation formula provided for the Concession Agreements must be amended, NOW THEREFORE, the parties hereto, for and in consideration of the premises, covenants and agreements hereinafter contained to be observed and performed, the representative parties DO HEREBY AGREE TO AMEND THE AGREEMENT AS FOLLOWS: Section 1. Section 3.1.1 Ready/Return Space is hereby deleted in its entirety and replaced with the following: "Section 3.1.1 -Ready Spaces/Return Lanes. The rental car Ready Spaces/Return Lanes,as provided in this SECTION, are located within the rental car Ready Lot/Return Lanes adjacent to the north side of the Terminal Building and depicted on Exhibit"A." The City will allocate a total number of Ready Spaces and a Return Lane within the Ready/Return Area to Concessionaire based on the allocation methods described herein. For all years of this Agreement, the Ready Spaces'allocated to each Concessionaire shall be determined by taking the Ready Spaces iindtip'lied li'y a fraction, the numerator of which is equal to the Concessionaire's Gross Revenues(as hereinafter defined)for the preceding Agreement Year and the den6ininA-16nof which is equafto the total Gross Revenues of the five(5)on-aiiport car rental cohcessioiiaire's dUhe'Airpo'rtTor the preceding Agreement Year. In the event a City audit of gross revenues determines an error in gross revenues of Concessionaire, the City may allocate said additional Ready Spaces based on the corrected Gross Revenues. For all years of the Agreement, the Return Lanes allocated to each Concessionaire shall be determined by assigning the largest Lane (see Exhibit"A") to the Concessionaire with the greatest number of Ready Spaces, as determined above, continuing to the next largest number of Ready Spaces and assigning the next largest lane until all Concessionaires have been assigned Return Lanes. EXCEPTION: Should the Transportation Security Administration impose security rules that negate the above process by reducing the total number of Ready Spaces/Return Lanes,the Airport shall have the right to adjust allocations." Section 2. Section 5.1.5 Ready/Return Space Fee is hereby deleted in its entirety and replaced with the following: "Section 5.1.5 Ready Space Fee. Concessionaire shall pay the City an annual fee for each Ready Space in an amount equal to Eight Hundred Ninety Five Dollars ($895.00)per space multiplied by the total number of spaces allocated to Concessionaire for the Agreement Year." Section 3. Exhibit"A" is hereby replaced by the attached Exhibit"A." Signatures on following page Reviewed and approved by, Procurement & Contracting Initials 4L Date [ I f d P•0. Number IN WITNESS WHEREOF, the parties have executed and entered into this Agreement as of the date first written above. CITY OF PALM SPRINGS ATTEST: a municipal corporation B'y,�J�.� �.^mil"',���`�'��gg���.o_,�.* gy„ya� •w'�� .�.,:�° City Clerk a`¢ �• -' Q -• City Manager APPROVED AS TO FORM: y Abb'Pt i".vw' sy '76ka Can u"ZI. City Attorney CONTRACTOR: Check one:_Individual_Partnership✓orporation Corporations require two notarized signatures: One from each of the following: A. Chairman of Board,President, or any Vice President:AZ retary, sistant a tary,Treasurer,Assistant Treasurer,or Chief Financial Officer). Signature tarized) Signature(notarized) Name: Robert Muhs Name: Robert Bouta Title: Assistant Secretary Title: Senior Vice President State of t,-u 1, J�-��%d. I State of Countyof Iss County of III}dYs�lss Cold" C-11�I^^(��1',6c, 't�-'l.I_��=�i'Z'l�_,i On VA I`1 CJ� before me, personally appeared �Cbej + �i11UUlS personally appeared {SObe: "� personally known to me (or proved to me on the basis of personally known to me (or proved to me on the basis of satisfactory evidence)to be the person(s)whose name(s)is/are satisfactory evidence)to be the pemon(s)whose name(s)is/are subscribed to the within instrument and acknowledged tome that subscribed to the within instrument and acknowledged tome that he/she/they executed the same in his/her/their authorized he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the capacity(ies), and that by his/her/their signature(s) on the instrument the person(s),or the entity upon behalf of which the instrument the person(s),or the entity upon behalf of which the person(s)acted, executed the instrument. person(s)acted,executed the instrument WITNESS my hand and official seal WITNESS my hand and official seal. `1 -{-/I r l n k ^tea Notary Signature: 4vv�6'U� }` ,� 1/G ry Notary Signature: T1 p � �"" Notary Seal: Notary Seal: CYNTIA M.HERME5 - - CYNTIA M.HERMES - - - - — -NOTARY PUBLIC,STATE OF NEW JERSEY NOTARY PUBLIC,STATE OF NEW JERSEY NO.2284899 _ NO 2284899 QUALIFIED IN MORRIS COUNTY QUALIFIED IN MORRIS COUNTY COMMISSION EXPIRES 3/05/07 COMMISSION EXPIRES 3/05/07 I � I I . i i p I s` Y m rt I eE g _ VSA AIRPORTS CAR RENTAL LOT Enpinaara 6 Constructors as`s; dQ�Q 255 North El Cielo Road g419 Phone (760) 318-0200 <a a ao eo ixo x"�e ea�sp�gi Palm Springs, California 92262 FAX (760) 318-3432 WlemaLioual Aupotl SCALE IN FEET Avis Rent A Car System, Inc. ` Car Rental Concession AGREEMENT #4305 R19938, 11-15-00 NON-EXCLUSIVE OPERATING AND LEASE AGREEMENT NO..A y30 S BETWEEN THE CITY OF PALM SPRINGS AND AVIS RENT A CAR SYSTEM, INC. FOR THE OPERATION OF A CAR RENTAL CONCESSION AT PALM SPRINGS INTERNATIONAL AIRPORT THIS NON-EXCLUSIVE OPERATING AND LEASE AGREEMENT ("Agreement"), made and entered into this 1' day of January, 2001, by and between the CITY OF PALM SPRINGS, a municipal corporation(hereinafter referred to as"City"), andAVIS RENTA CAR SYSTEM, INC. (hereinafter referred to as "Concessionaire") having its usual place of business at the Palm Springs International Airport, 3400 E. Tahquitz Canyon Way, Palm Springs, California 92262, and a permanent mailing address at Avis Rent A Car System Inc. 900 Old Country Road Garden City New York 11530 WITNESSETH : WHEREAS, the City owns and operates the Palm Springs International Airport (hereinafter referred to as "Airport"), located in the City of Palm Springs, County of Riverside, State of California, at 3400 E. Tahquitz Canyon Way; and WHEREAS, the City operates the Airport as a governmental function for the primary purpose of providing to the public the service of air transportation; and WHEREAS, rental car services at the Airport are essential for proper accommodation of passengers arriving at and departing from the Airport and for patrons of the Airport; and WHEREAS, City and Concessionaire mutually desire to enter into this Agreement in order to provide, as a portion of ground transportation at the Airport, car rental services for the community and its visitors; and WHEREAS, City has the right to permit the use of its property at the Airport and to grant the use of the Airport to Concessionaire for the operation of Concessionaire's car rental service and to fix the terms and conditions for such operations by the Concessionaire; and WHEREAS, Concessionaire, for many years, has been engaged in the operation of an automobile rental business and is presently engaged in the performance of this type of service, and is prepared, equipped and qualified to comply with the terms provided herein, NOW THEREFORE, the parties hereto, for and in consideration of the premises, covenants and agreements hereinafter contained to be observed and performed,the respective parties, DO HEREBY AGREE AS FOLLOWS: r ARTICLE I - DEFINITIONS The following words, terms and phrases, whenever used in this Agreement, shall have the meanings respectively ascribed to them in this Article. SECTION 1.1 - Airport shall mean the Palm Springs International Airport, located at 3400 E. Tahquitz Canyon Way, Palm Springs, California, owned and operated by the City of Palm Springs. SECTION 1.2 - Designated Premises shall mean all areas located on the rental car Ready/Return Lot adjacent to the north side of the Terminal Building, the Customer Service Counter located in the Terminal Building, Overflow Parking Space and the Maintenance and Service Facility all as described herein and as shown on Exhibits"A", "B", "C"and "D"attached hereto and incorporated herein by reference. SECTION 1.3 - Director of Aviation shall mean the person designated by the City holding said position and having the responsibilities and authority described herein. SECTION 1.4 - Agreement Year shall mean each period during the term of this Agreement from January 1 to December 31. SECTION 1.5 - Terminal Building shall mean the main structure at the Airport where ticket counters, lobby, baggage claim, and gate concourses are located and is located where shown on Exhibit "A". ARTICLE II - TERM OF OPERATING AGREEMENT SECTION 2.1 - Term of Agreement: The term of this Agreement shall commence on January 1, 2001, and terminate on June 30, 2006. SECTION 2.2 - Delivery of Premises. Should City be unable to deliver possession of the Designated Premises as of the Commencement Date, rent shall be abated until possession is delivered. Concessionaire shall have no other remedy for such late delivery, nor shall such delay extend the term of this Agreement. If possession cannot be delivered within sixty (60) days of the Commencement Date, Lessee shall have the right to terminate this Agreement. ARTICLE III - DESIGNATE PREMISES SECTION 3.1 - Designated Premises: The Designated Premises shall consist of the areas located on the rental car Ready/Return Lot adjacent to the north side of the Terminal Building, the Customer Service Counter located in the Terminal Building, the Overflow Parking Space and the Maintenance and Service Facility, as more particularly described below. SECTION 3.1.1 - Ready/Return Space. The rental car Ready/Return Spaces, as provided in this SECTION, are located within the rental car Ready/Return Lot adjacent to the north side of the Terminal Building and depicted on Exhibit "A". The City will allocate a total number of Ready/Return Spaces within the Ready/Return Lot to Concessionaire based on the allocation method described herein. In the first Agreement Year, the Concessionaire shall be allocated a total number of 35 Ready/Return Spaces located in the portion of the Ready/Return 2 , 1 � • Lot depicted on Exhibit "A". For all other years of this Agreement the Ready/Return Spaces allocated to each Concessionaire shall be determined by taking the Ready/Return spaces multiplied by a fraction, the numerator of which is equal to the Concessionaire's Gross Revenues (as hereinafter defined)for the preceding Agreement Year and the denominator of which is equal to the total Gross Revenues of the five (5)on Airport car rental concessionaires at the Airport for the preceding Agreement Year. In the event a City audit of gross revenues determines an error in gross revenues of Concessionaire, the City may reallocate said additional Ready/Return Spaces based on the corrected Gross Revenues. EXCEPTION: should FAA security permanently prohibit parking within 75 feet of the Terminal building, the Airport shall have the right to reduce the number of concessionaires allocated Ready/Return spaces to the top five (5) bidders. SECTION 3.1.2 - Overflow Parking Space. The Overflow Parking Spaces are located within the Airport Employee Parking Lot adjacent to the south side of the Airport Loop Roadway and are depicted on Exhibit "B". Overflow Parking Spaces shall be designated by the City based on Concessionaire's request and space availability. City reserves the right to establish an Overflow Parking Space fee for use of the employee lot or other designated location. SECTION 3.1.3 - Customer Service Counter. The Customer Service Counter area is located in the baggage claim area of the Terminal Building and is depicted on Exhibit "C. Concessionaire shall have the right to occupy Customer Service Counter Space number 3 consisting of 324 square feet, which Customer Service Counter Space is depicted on Exhibit I.C11. SECTION 3.1.3.1. City reserves the right to relocate all of the Customer Service Counter Space within the Terminal Building if required to ensure the operational effectiveness of the Terminal Building and concourses and if City agrees to reimburse such Relocation Costs to Concessionaire through Privilege Fee (as hereinafter defined)credits. Said relocation shall be to an area of comparable size and quality as is reasonably practicable. "Relocation Costs" shall mean the reasonable and actual out-of-pocket expenses incurred by Concessionaire to move from the then existing Customer Service Counter Space to a substituted area ("Substituted Premises")and the unamortized cost ofCustomerService Counter improvements made by Concessionaire, if any, that cannot be relocated to the Substituted Premises. The unamortized cost of the improvements shall be determined in accordance with generally accepted accounting principles with a useful life not to exceed the term of this Agreement. SECTION 3.1.3.2. Upon completion of such relocation, Concessionaire shall provide City with a statement certified by a financial officer of Concessioner: (1) setting out Concessionaire's Relocation Costs; and (2) itemizing the improvements made by Concessionaire that cannot be relocated to the Substituted Premises and showing the calculation of the unamortized value of such improvements. Said statement shall be accompanied by copies of invoices for such Relocation Costs. City shall thereafter reimburse Concessionaire for such Relocation Costs by crediting the Privilege Fee thereafter due until the Relocation Costs are reimbursed. SECTION 3.1.4 Maintenance and Service Facility. The Maintenance and Service Facility is located at the Airport in the area depicted on Exhibit "D". City hereby leases to 3 P Concessionaire Maintenance and Service Facility Space No. 3 consisting of approximately 72,921 square feet, which Maintenance and Service Facility Space is depicted on Exhibit "D". SECTION 3.2 - Condition of Designated Premises: All areas and spaces comprising the Designated Premises shall be delivered to Concessionaire in its "as is" condition. Concessionaire acknowledges that it has examined said Designated Premises, and plans and specifications forthe Designated Premises and is satisfied that the condition of said Designated Premises, if delivered as aforesaid, is acceptable. SECTION 3.3 - Use of Designated Premises: Concessioner's use of the Designated Premises shall be subject to only the uses or purposes specifically authorized below and for no other purposes whatsoever and the rights of ingress as noted below. SECTION 3.3.1 - Customer Service Counter. The Customer Service Counter Space shall be used by Concessionaire for the purpose of operating a nonexclusive automobile rental concession at the Airport. SECTION 3.3.2 - Ready/Return Spaces. The Ready/Return Spaces shall be used to park Concessionaire's automobiles awaiting for, or returning from, customer rental. SECTION 3.3.3- Overflow Parking Space. The Overflow Parking spaces, if any, shall be used to park Concessionaire's automobiles awaiting for, or returning from, or for purposes of fleet rotation, customer rental. SECTION 3.3.4 - Maintenance and Service Facility Space. The Maintenance and Service Facility Space shall be used forthe maintenance and service of Concessionaire's rental cars utilized at the Airport. SECTION 3.3.5 - Rights of Third Party Ingress and Egress. Concessionaire's use of the Designated Premises shall be subject to the right of ingress and egress as provided in SECTION 4.3.2. SECTION 3.3.6 - No Other Use. Concessionaire shall not use any portion of the Designated Premises for any purpose not specifically permitted herein. ARTICLE IV - OPERATING RIGHTS, PRIVILEGES AND OBLIGATIONS OF CONCESSIONAIRE SECTION 4.1 - Grant of Operating Rights and Privileges: Concessionaire shall have the right and obligation to conduct and operate the concession of renting non-chauffeured automobiles to passengers, tenants and other patrons of the Airport (said activity herein at times referred to as the "car rental concession"). Subject to SECTION 4.2 hereof, in conjunction with the rental of said automobiles, Concessionaire shall be permitted to sell or rent, as the case may be, the following related personal property or ancillary services to patrons: 4 • SECTION 4.1.1. Insurance or insurance waivers related to travel or the rental and use of Concessionaire's automobiles, such as Collision Damage Waiver (CDW), Loss Damage Waiver (LDW), personal effects and personal accident insurance. SECTION 4.1.2. Mobil And Cellular Phones, Car Seats or other ancillary services. SECTION 4.1.3. The sale or rental of such other services or personal property as the Director of Aviation may approve in writing; provided that said service or personal property is customarily offered for sale or rental at other major airport car rental facilities and provided further that the sale or rental of said property or service does not conflict with a concession right or privilege of another Airport concessionaire or tenant. SECTION 4.2 - Sale of Used Automobiles: As an incidental privilege to its car rental concession hereunder, Concessionaire shall be permitted to sell used automobiles from its fleet from the Maintenance and Service Facility Space conditioned, however, upon Concessionaire's filing and having approved by the City an operating plan that evidences to the City that said activities will be conducted in such a way as to not interfere with the free flow of traffic on Civic Drive. Physical facilities used in conjunction with said activities will at all times remain compatible and in harmony with the operational, physical and aesthetic environment established by the City for the Airport and the properties located contiguous thereto. Prior to the sale of vehicles, Concessionaire shall have on file a copy of its Sales Tax Number registered within the city limits of Palm Springs. SECTION 4.3 - Rights of Ingress and Egress: SECTION 4.3.1. Concessionaire shall have the right of ingress to and egress from the Designated Premises, over such walkways and roadways established therefore from time to time by the City. Concessionaire shall also have the use of common use roadways. Concessionaire's right of ingress and egress and use of common use roadways shall be subject to such laws, reasonable and non-discriminatory rules and regulations now in existence or hereinafter placed in effect by the City, or such other rules and regulations of governmental bodies having jurisdiction regarding the use of said facilities, the Designated Premises, or the Airport. SECTION 4.3.2. Concessionaire hereby grants the City, its employees, agents, representatives, invitee and general public, the right of ingress and egress through Concessionaire's Designated Premises as shown on Exhibit "A", the use of which shall be for ingress and egress to the spaces reserved for the City in the Rental Car Ready/Return Lot. SECTION 4.3.3. All deliveries to Concessionaire will be in a manner and location established by the City. SECTION 4.4 - Other Concessionaire: SECTION 4.4.1. Concessionaire hereby acknowledges and agrees that the car rental concession herein granted is not an exclusive concession and the City shall have the right to deal with and perfect arrangements with any other individual or individuals, company or 5 corporation to engage in a like car rental concession activity at the Airport, provided that there are not more than six car rental concessions operating out of the Terminal Building. In the event that any contract granted by the City to any other on-site automobile rental concessionaire shall contain any provisions more favorable to such concessionaire than the terms herein granted, then, at the option of concessionaire which option shall be exercised by providing written notice to City. this Agreement shall be amended to include such more favorable terms and any off-setting burdens that may be imposed on any such other concessionaire. The intent of this provision is to ensure that Concessionaire is competing on as equal of terms as possible with any additional concessionaire and, as a result, no other concessionaire shall enjoy any rights, profits or conditions more favorable to such concessionaire than those enjoyed by Concessionaire. SECTION 4.4.2. The City will continue to require off-airport car rental operators to obtain a permit as stipulated in the City's Comprehensive Fee Schedule and pay 9% percentage fee for business transacted with Airport passengers and customers as long as legally allowable. Nothing contained in this SECTION 4.4 shall be construed to mean that granting of said permit is the granting of a concession within the meaning of this Agreement, nor shall any provision of this SUBSECTION be construed to require the City to extend any more favorable economic terms established for off-airport car rental operators, including percentage fees, to Concessionaire. SECTION 4.5 - Operation Obligations: Concessionaire shall in all respects and at all times operate the car rental concession herein granted in a first class manner to serve and accommodate passengers and other users of the Airport and, without limiting in any way the general obligation as aforesaid, shall perform and comply with each and every one of the following obligations with respect to the operation of the car rental concession herein granted. SECTION 4.5.1. Concessionaire shall at all times during the term of this Agreement maintain at the Airport, at its sole cost and expense, an adequate number of automobiles for rental to meet all reasonably foreseeable demands by passengers and other users. Said automobiles shall not be older than two years previous to the current model year. All automobiles shall be clean, neat and attractive inside and out and be maintained in good mechanical condition. The City reserves the right to disapprove any automobile provided by Concessionaire for public use. Notice of disapproval and the reasons therefore shall be submitted to the Concessionaire by the City in writing. Concessionaire shall forthwith withdraw said unsatisfactory automobile from its Airport rental fleet. SECTION 4.5.2. Concessionaire shall make service available at the Customer Service Counter Space year-round seven days aweek during all commercial air carrier operating hours. Automobile rentals and customer service shall be available through staffing of the Customer Service Counter Space. The Director of Aviation shall have the right, upon written request from Concessionaire, to approve changes to the above referenced business hours, if he, at his sole discretion, determines such change of staffing hours is necessary. SECTION 4.5.3. Concessionaire shall furnish service on a fair, reasonable and nondiscriminatory basis to all users of the Airport. Concessionaire shall furnish good, prompt, courteous and efficient service adequate to meet all reasonable demands for its service at said 6 Airport. Concessionaire shall keep the Designated Premises in a safe, clean, orderly and inviting condition at all times, satisfactory to the City. All services and property sold must conform in all respects to federal, state, county and municipal laws, ordinances, and regulations. SECTION 4.5.4. Concessionaire shall conduct its operation in an orderly and proper manner so as not to annoy, disturb or offend customers, patrons or other tenants at the Airport. SECTION 4.5.5. Concessionaire shall select and appoint a full-time manager for its car rental concession. Said person must be a qualified and experienced manager, vested with full power and authority, in respect to the method, manner and conduct of the operation of the car rental concession at the Airport. The manager shall be assigned to a duty station or office at the Airport and shall be available during regular business hours and, at all times during his absence, a subordinate shall be in charge and available at such duty station. SECTION 4.5.6. Concessionaire shall employ a sufficient number of trained personnel to handle customer service, vehicle maintenance, car handling and office or administrative duties incidental to the operation of the car rental concession granted hereunder. SECTION 4.5.7. Concessionaire shall be responsible for the conduct, demeanor and appearance of its officers, agents, employees and representatives. Attendants and other employees,while on duty, shall wear uniforms which shall be subject to approval by the Director of Aviation who shall take due regard of the existence of franchise agreements specifying uniforms. Uniforms shall, at all times, be maintained in a neat, orderly and clean condition. Customer service personnel and attendants shall be trained by Concessionaire to render a high degree of courteous and efficient service, and it shall be the responsibility of the Concessionaire to maintain close supervision over said personnel to assure the rendering of a high standard of service to the public and the patrons of the car rental concession. Upon objection from the Director of Aviation concerning the conduct, demeanor or appearance of such persons, Concessionaire shall take all steps necessary to remove the cause of the objection. SECTION 4.5.8. Concessionaire shall not permit its agents or employees to engage in the overt or offensive solicitation or pressure sales tactics for rentals or related services offered by Concessionaire on or about the Airport. The City shall be the sole judge as to whether the conduct of Concessionaire's representative constitutes a violation of this subSECTION and, upon notice from the Director of Aviation, Concessionaire shall take all steps necessary to eliminate the offensive conduct or condition. SECTION 4.5.9. Concessionaire, its agents and employees shall conduct and carry on the car rental concession on the Airport so as to maintain a friendly, cooperative, though competitive relationship with its competitors operating similar car rental concessions on the Airport. Concessionaire shall not engage in open, notorious and public disputes, disagreement or conflicts tending to deteriorate the quality of the car rental concession of Concessionaire or its competitors or be incompatible to the best interest of the public at the Airport. The City shall have the right to resolve all such disputes, disagreements, or conflicts and its determination shall be final. 7 SECTION 4.5.10. Concessionaire shall not,through its officers,agents, representatives or employees, divert or cause to be diverted any prospective concession patrons from the Airport to another location. If any such diversion does occur, the diverted transaction shall be deemed to have occurred at the Airport and the cost of such diverted rental shall be included in Concessionaire's Gross Revenues. SECTION4.5.11. Prior to the commencement of operations under this Agreement, and at least annually thereafter, Concessionaire shall meet with the other car rental concessionaires operating on the Airport and Airport management to discuss and agree upon parking, recalculation and reallocation of Ready/Return Spaces, automobile movement procedures and security/safety procedures to be utilized by car rental concessionaires operating at the Airport. Said operating procedures shall specifically address procedures covering the receipt, storage and dispensing of automobile fuel at the Service and Maintenance Facility Space. Safety procedures applicable to the installation, maintenance, and safety checks of storage and dispensing equipment must be included. The City shall have the right to resolve all disputes, disagreements or conflicts that may arise. SECTION 4.5.12 Compliance with Laws. Concessionaire shall, at its sole cost and expense, comply with all of the requirements of all municipal, state and federal authorities now in force or which may hereafter be in force pertaining to the use of the Designated Premises, and shall faithfully observe in said use all municipal ordinances, including, but not limited to,the General Plan and zoning ordinances, state and federal statutes or other governmental regulations now in force or which shall hereinafter be in force. The judgment of any court of competent jurisdiction, orthe admission of Concessionaire in any action or proceeding against Concessionaire, whether City is a party thereto or not, that Concessionaire has violated any such order or statute in said use, shall be conclusive of that fact as between the City and Concessionaire, subject to any appeal rights Concessionaire may have. Concessionaire shall not engage in any activity on or about the Designated Premises that violates any Environmental Law, and shall promptly, at Concessionaire's sole cost and expense,take all investigatory and/or remedial action required or ordered by any governmental agency or Environmental Law for clean-up and removal of any contamination involving any Hazardous Material created or caused directly or indirectly by Concessionaire subject to any appeal rights Concessionaire may have under the terms of this Agreement. The term "Environmental Law"shall mean any federal, state or local law, statute, ordinance or regulation pertaining to health, industrial hygiene or environmental condition on, under or about the Designated Premises, including, without limitation, (i) the Comprehensive Environmental Response, Compensation and Liability Act of 1980 ("CERCLA"), 42 U.S.C. SECTIONs 9601 et seq.; (ii) the Resource Conservation and Recovery Act of 1976 ("RCRA") 42 U.S.C. SECTIONs 6901 et seq.; (iii) California Health and Safety Code SECTIONs 25100 et seq.; (iv) the Safe Drinking Water and Toxic Enforcement Act of 1986, California Health and Safety Code SECTION 25249.5 et seq.; (v) California Health and Safety Code SECTION 25359.7; (vi) California Health and Safety Code SECTION 25915; (vii) the Federal Water Pollution Control Act, 33 U.S.C. SECTIONs 1317 et seq.; (viii) California Water Code SECTION 1300 et seq.; (ix) California Civil Code SECTION 3479 et seq.; (x) the Solid Waste Disposal Act 42 U.S.C. SECTION 6901 et seq.; and (xi) California Health and Safety Code SECTION 25280 et seq. regulating the use of underground storage tanks, as such laws are amended and the 8 regulations and administrative codes applicable thereto. The term "Hazardous Material" includes, without limitation, any material or substance which is (i) defined or listed as a "hazardous waste, "extremely hazardous waste", "restrictive hazardous waste" or"hazardous substance" or considered a waste, condition of pollution or nuisance under the Environmental Laws; (ii) petroleum or a petroleum product or fraction thereof; (iii) asbestos; and/or (iv) substances known by the State of California to cause cancer and/or reproductive toxicity. It is the intent of the parties hereto to construe the terms"Hazardous Materials"and"Environmental Laws" in their broadest sense. Concessionaire shall provide all notices required pursuant to the Safe Drinking Water and Toxic Enforcement Act of 1986, California Health and Safety Code SECTION 25249 et seq. Concessionaire shall provide prompt written notice to City of all notices of violation of the Environmental Laws received by Concessionaire relating to the Designated Premises. SECTION 4.5.13 Use of Underground Storage Tanks. The parties acknowledge that Concessionaire or Concessionaire's predecessor-in-interest installed one or more underground storage tanks at the Maintenance and Service Facility Space, along with related pipelines, pumps, pump islands and dispensers, and other appurtenant structures (collectively hereafter referred to as the"Underground Storage Tank System")which Concessionaire uses orwill use in its car rental concession hereunder. Concessionaire understands and acknowledges that Concessionaire is the owner and operator of the Underground Storage Tank System as more particularly set forth in SECTION 6.4.2 below. To the best knowledge of Concessionaire,there has been no release of Hazardous Materials on, under or around the Maintenance and Service Facilities Space, the groundwater underlying the Maintenance and Service Facilities Space, or otherwise. In furtherance of SECTION 4.5.12, Concessionaire hereby agrees to comply with all federal, state and local laws, ordinances, regulations and orders applicable to the installation, maintenance, use, operation and removal of said Underground Storage Tank System during the term of this Agreement, including, but not limited to, the provisions of Health and Safety Code SECTION 25280 et seq. All references contained in this SECTION to the "Code" shall be deemed to refer to the Health and Safety Code. Except to the extent any materials (as hereinafter defined) are protected by attorney-client privilege or attorney work product, Concessionaire covenants and agrees to provide City promptly with any and all correspondence, reports, studies, notices, permits, approvals, orders and similar matters received by Concessionaire or given by Concessionaire with respect to the Underground Storage Tank System ("Materials"), including, but not limited to, copies of any permits relating to the Underground Storage Tank System issued, renewed or transferred pursuant to Code SECTION 25284 or 25285, copies of any notices revoking or modifying said permits pursuant to Code SECTION 25285.1, copies of all compliance or inspection reports prepared pursuant to Code SECTION 25288, and copies of any notices of releases of substances from the Underground Storage Tank System pursuant to Code SECTION 25295. In addition, Concessionaire shall notify City of any unauthorized release in excess of five (5) gallons from the Underground Storage Tank System even if notice is not required to be provided to the applicable local agency. Not more than three (3) months prior to expiration of the term of this Agreement and not less than one (1) month prior to the expiration of the term of this Agreement, Concessionaire shall have a tank integrity test (as such term is defined in Code SECTION 25281(u))conducted by a tank tester licensed bythe State Water Resources Control Board pursuant to Code SECTION 25284.4 and shall deliver to City a copy of the report 9 prepared by the tank tester setting forth the findings, recommendations and conclusions of the tank integrity test. 4.5.14 Remediation Obligations. If any inspection of the Underground Storage Tank System determines that a release from the Underground Storage Tank System has occurred or if the presence or threatened presence of any Hazardous Material is hereafter detected on or about the Designated Premises, including, but not limited to, the Maintenance and Service Facility Space, and the Hazardous Material is one which may have been introduced to the Designated Premises by Concessionaire or its agents, contractors, employees or licensees from the Underground Storage Tank System or otherwise during the term of this Agreement or any previous agreement between City and Concessionaire,then until such time as it is finally determined by a court of competent jurisdiction that such Hazardous Material (hereinafter "Covered Hazardous Material") was released or discharged on or about the Designated Premises by a person other than Concessionaire or its agents, contractors, employees or licensees, Concessionaire shall,at its sole expense, promptly commence the remedial clean-up measures to assess, remove or remediate the Covered Hazardous Material from the Designated Premises, monitor, mitigate and/or dispose of the effects of such Hazardous Material, to the extent such may be required under Environmental Law, and shall diligently pursue such assessment, removal, remedial clean-up, monitoring, disposal and mitigation measures to completion and closure from the appropriate regulatory agencies,all in compliance with applicable Environmental Laws. Such activities shall be conducted in a diligent, expeditious and safe manner so as not allow any dangerous or hazardous conditions to occur on the Designated Premises during or after such activities. In addition, Concessionaire shall promptly repair all material damage to the Designated Premises and the improvements thereof caused by any such removal, remedial clean-up, monitoring, disposal or mitigation measures undertaken by or at the direction of Concessionaire and return the Designated Premises substantially to the condition it existed immediately prior to such remediation activities. ARTICLE V - RATES, CHARGES AND REVENUE ACCOUNTING SECTION 5.1 Rates: SECTION 5.1.1 Privilege Fee. Concessionaire shall pay the City an annual concession fee which shall be the greater of the Minimum Annual Guarantee, as hereinafter defined, or the amount determined by multiplying the Concessionaire's Gross Revenues, as hereinafter defined, for each Agreement Year by ten (10) percent ("Privilege Fee") except that for each of years 2 through 5 of this Agreement, the Privilege Fee shall be 10% of Gross Revenue up to an including the previous year's total Gross Revenues or the Minimum Annual Guarantee, whichever is greater, and 8.5% of all Gross Revenues in excess of said amount. Should concessionaire operate greater than 2% of its average annual fleet with flexible-fuel vehicles which can be shown to reduce emissions or other emission reducing vehicles, the 8.5% rate shall be reduced to 7.5%. SECTION 5.1.2 Minimum Annual Guarantee. The percentage payment required to be paid by Concessionaire pursuant to SubSECTION 5.1.1 of this Article shall be subject to a Minimum Annual Guarantee as hereinafter provided. For the first Agreement Year, the 10 Minimum Annual Guarantee shall be equal to Five Hundred Seventy Thousand Four Hundred Nine Dollars ($570,409). For each subsequent Agreement Year of the term, the Minimum Annual Guarantee shall be the sum equal to 80 percent times 10 percent times the Gross Revenues for the preceding Agreement Year or the amount of the Minimum Annual Guarantee for the first Agreement Year of this Agreement, whichever is the greater amount. SECTION 5.1.3 Abatement Provisions. In the event of the happening of any of the following events, the minimum guarantee hereinbefore provided shall be suspended for the period of time the condition continues to exist: (a) In the event of any national emergency wherein there is a curtailment, either by executive decree or legislative action, the use of motored vehicles or airplanes by the general public, or a limitation of the supply of gasoline or tires for automobiles available for general use. (b) In the event that the number of passengers enplaning at the Airport on regularly scheduled signatory airlines for any contract year shall be less than sixty-five percent (65%) of the number of such enplaning passengers for the First Agreement Year. SECTION 5.1.4. Customer Service Counter Space Fee. Concessionaire shall pay an annual fee for the Customer Service Counter Space in an amount equal to Nine Thousand Seventy One Dollars and Twenty Eight Cents ( 9 071.28). SECTION 5.1.5 Ready/Return Space Fee. Concessionaire shall pay the City an annual fee for each Ready/Return Space in an amount equal to Five Hundred Ninety Three Dollars and Forty Cents ($593.40) per space multiplied by the total number of spaces allocated to Concessionaire for the Agreement Year. SECTION 5.1.6 Overflow Parking Space Fee. If Concessionaire is granted the right to use any Overflow Parking Spaces during the term of this Agreement, Concessionaire shall pay City a fee established by the City from time to time for such spaces. SECTION 5.1.7 Maintenance and Service Facility Space Fee. Concessionaire shall pay the City an annual fee for the lease of the Maintenance and Service Facility Space in an amount equal to Thirty Nine Thousand Three Hundred Fifty Eight and Fifty Six Cents ($39.358.56). SECTION 5.2 Gross Revenues: SECTION 5.2.1 Except as otherwise excepted herein, for the purpose of determining the Privilege Fee under this Agreement, the following transactions and changes arising from or incidental to the conduct of the rental car concessions hereunder shall be included in Gross Revenues: SECTION 5.2.1.1. All charges, including, but not limited to,time and mileage charges, for the rental of automobiles regardless of the ownership, area, fleet or location assignment of said vehicles and regardless of where said automobile is returned. (When an automobile 11 originally rented at the Airport is exchanged for another automobile at another of Concessioner's locations,the transaction shall be considered a continuous transaction included in Gross Revenues under this Operating Agreement. Any renewal of a lease agreement or assignment of a new lease agreement to a car originally rented at the Airport shall be considered a continuous transaction.) SECTION 5.2.1.2. Charges for personal accident insurance, supplemental insurance and other insurance offered incidental to the rental of said automobiles. SECTION 5.2.1.3. All other transactions and charges of whatever nature arising from or incidental to the conduct of the rental car concession granted under this Operating Agreement unless specifically excluded by the terms contained in SECTION 5.2.2 of this Operating Agreement. SECTION 5.2.2. The following transactions and charges arising from the conduct of the car rental concession granted hereunder are specifically excluded from Gross Revenues as herein defined: SECTION 5.2.2.1. Sales or similartaxes imposed by federal, state, county or municipal law which are separately stated to and paid by the customer and directly payable to the taxing authority by Concessionaire. No deduction shall be allowed from Gross Revenues for the payment of franchise taxes ortaxes levied on Concessionaire's activities,facilities or equipment or real or personal property of Concessionaire. SECTION 5.2.2.2. Sums received from customers or insurance carriers for the damage, loss or conversion of Concessionaire's automobiles, provided, however, that any sums received representing reimbursement to Concessionaire in lieu of rentals for said automobiles shall not be so excluded. SECTION 5.2.2.3. The sum paid by a customer of Concessionaire to Concessionaire for the elimination of customer's liability to Concessionaire for damage to the rental automobile provide that said sum is separately stated to and paid by customer(the aforementioned charge being commonly referred to as a Collision Damage Waiver (CDW) Charge or Loss Damage Waiver (LDW)) and provided further that the charge for said waiver is the prevailing rate charged by Concessionaire at its other major airport car rental facilities. SECTION 5.2.2.4. Prepaid fuel or refueling fees paid by a customer of Concessionaire which represent the amount the customer is obligated to pay Concessionaire in satisfaction of a replacement fuel agreement in Concessionaire's car rental contract with the customer when the customer does not return the automobile with the required amount of fuel shall be excluded provided that they are separately stated to and paid by the customer. The fuel for which the customer may be charged under the replacement fuel agreement shall be of the grade recommended for use in said automobile by the manufacturer. Charges for replacement fuel service shall be at the prevailing rate charged by Concessionaire at its other major car rental facilities. SECTION 5.2.2.5. Charges for the rental of cellular or mobile phones. 12 SECTION 5.2.2.6. Volume Discounts as discussed in Section 12.1.4. SECTION 5.2.2.7. Any other transactions or charges specifically approved in writing for exclusion by the City in response to a written request from Concessionaire. SECTION 5.2.3. For purposes of the Operating Agreement and the determination of the Privilege Fee payable hereunder, Gross Revenues shall mean: SECTION 5.2.3.1. All receipts, revenue and other consideration, received, receivable, or accrued by or to Concessionaire (without deduction for credit card discount) from the conduct of any and all car rental concession activities hereunder or any activity related thereto, directly or indirectly, upon, from or through the Designated Premises or elsewhere at the Airport, including the value of all consideration other than money, whether the rental or sale be on a cash, charge or credit basis without reserve or deduction for inability or failure to collect and including the sales and rental of any business activities, of any licensee or other concessionaire of Concessionaire, whether authorized or not by City, operating upon, from or through the Designated Premises or elsewhere at the Airport. Each installment or credit sale shall be created as a sale for full price in the month during which such sale is made. SECTION 5.2.3.2. All rentals and sales upon, from or originally made at or through the Designated Premises or elsewhere at the Airport, shall be considered as made and completed therein, even though delivery of the automobile, merchandise, supplies, personal property or service be made from a place other than the Designated Premises or elsewhere at the Airport. All automobiles, merchandise, supplies, and personal property delivered or services performed upon,from or through the Designated Premises or elsewhere at the Airport, though contracted for elsewhere, shall also be included in Gross Revenues hereunder. The placing of a reservation for an automobile at the Airport where delivery of the vehicle is to occur at another airport or a city location outside of the Coachella Valley(the Coachella Valley encompasses zip codes 92282, 92262, 92263, 92264, 92258, 92241, 92234, 92270, 92276, 92203, 92211, 92270, 92210, 92253, 92274, 92236, and 92254) area, shall not be considered a transaction included in Gross Revenues hereunder. SECTION 5.3 - Obligations Regarding Privilege Fee Activities: In connection with its car rental concession activities and operations under this Operating Agreement and more specifically with respect to its Privilege Fee activities hereunder Concessionaire shall comply as follows: SECTION 5.3.1. Take all reasonable measures in every proper manner to maintain, develop and increase the business conducted by it hereunder; SECTION 5.3.2. Not divert or cause or allow to be diverted any business from the Airport. SECTION 5.3.3. Maintain, during and after the term of this Operating Agreement, for a total of three (3) years and for such further period if the Concessionaire shall receive written notice from the City to do so, accounting records and books of account recording all transactions at,through or in anyway connected with the Designated Premises or the car rental 13 concession granted hereunder, which records and books of account shall be made available within the jurisdictional boundaries of the City of Palm Springs upon request of the City, and permit, during ordinary business hours, the examination and audit by the officers, employees, agents and representatives of the City of such records and books of account and also any records and books of account of any company which is owned or controlled by the Concessionaire if said company performs services similar to those performed by the Concessionaire anywhere in the State of California. SECTION 5.3.4. If any audit performed by or on behalf of the City for any period discloses an under reporting of sales, Concessionaire shall forthwith report and pay to City amounts due plus interest from the date upon which the correct Privilege Fee report and payment originally was to be made at the City's then current interest rate charged on overdue accounts, or the highest amount of interest allowed by law if said interest is deemed usurious. If any audit discloses an under reporting of Gross Revenues by three (3) percent or more for any period, Concessionaire shall reimburse the City for the cost of said audit. The rights granted to the City herein shall be cumulative and in addition to any and all rights and remedies the City may have at law, equity or otherwise by the terms of this Agreement. SECTION 5.3.5. Permit, during ordinary business hours, the inspection bythe officers, employees, agents and representatives of the City of any sales equipment used by the Concessionaire, including but not limited to cash registers, recording tapes, and computer sales terminals and any sales tax returns prepared by Concessionaire. SECTION 5.3.6. Install and use such cash registers, sales slips, invoicing machines, sales terminals and any other equipment or terminals and any other equipment or devices for recording rentals and the sale of services rendered as may be appropriate to the Concessionaire's business and necessary or desirable to keep accurate records of Gross Revenues. SECTION 5.3.7. Establish and maintain for its car rental concession activities under this Agreement a reasonably adequate system of internal control, including a revenue control system. Concessionaire shall require its auditors providing the audited statement and opinion required by SECTION 5.5, to notify Concessionaire and the City of any weakness in Concessionaire's system of internal control coming to the auditors attention during the course of said audit. Concessionaire shall take the appropriate action to remedy any weakness reported. SECTION 5.4 - Monthly Statements: SECTION 5.4.1. The Concessionaire shall, on or before the twentieth (20th) day of each month following the commencement of the term hereof and continuing through the month next following expiration or sooner termination of this Agreement, submit to the City a "Statement of Gross Revenues With Privilege Fee Computation" on a form prescribed and provided by the Director of Aviation, which form shall be substantially in the form of Exhibit F, attached hereto. Said statement shall be certified by affidavit of the chief financial officer of Concessionaire or his authorized delegate responsible for preparation of said statement. 14 SECTION 5.4.1.1. The City reserves the right to reasonably prescribe or change reporting forms, their methods and time of submission, and payment schedule. The City shall first submit to Concessionaire in writing specifying the desired changes. SECTION 5.4.2. The following additional information regarding Concessionaire's rental car activity for the preceding month shall be transmitted to the City together with the above referenced statement: SECTION 5.4.2.1. Concessionaire's total number of rental transactions for the preceding months. SECTION 5.5. - Annual Audit, Opinion of Gross Revenues: Within one hundred twenty (120) days of the end of each Agreement Year of the term of this Agreement or any renewal hereof, Concessionaire shall cause to be delivered to City an Annual Statement of Gross Revenues with Percentage Fee Computation summarizing gross and commissionable revenue in the detail described in SECTION 5.4 above. Said statement and schedule shall be prepared in accordance with generally accepted accounting principles consistently applied. The statements and schedule shall set forth gross and commissionable revenue from all prior Agreement, year's sales and concessions activities authorized under this Agreement. If any such statement discloses that additional sums are due City, Concessionaire shall pay to City such additional sums when filing said statement with the City. The aforesaid statement shall be accompanied by the opinion of an independent certified public accountant prepared in accordance with generally accepted accounting principals. SECTION 5.6 - Payments: SECTION 5.6.1 Percentage Fee. On or before the twentieth (20th) day of each month following the commencement of the term of this Agreement, and on or before the tenth (10th) day of the month next following the expiration date of the term hereof, Concessionaire shall pay to the City,with the submission of its monthly Statement of Gross Revenues with Privilege Fee Computation, ten percent(10%) of Gross Revenues for said month. The final percentage fee payment made each Agreement Year shall be adjusted so that Concessionaire's fee payment for the year is the greater of the Minimum Annual Guarantee for the Agreement Year or 10 percent of Gross Revenues for the Agreement Year. Credits due Concessionaire shall be taken against the first month's minimum payment forthe next Agreement Year and any amount due the Concessionaire for the final Agreement Year of the term of this Agreement shall be paid by City within thirty(30) days from the date the Concessioner's last monthly Statement of Gross Revenues. SECTION 5.6.2 Customer Service Counter Space, Ready/Return Space, Overflow Parking Space and Maintenance and Services Facility Space Fees. The fee for the Customer Service Counter Space, Ready/Return Space, Overflow Parking Space and Maintenance and Service Facility Space shall be due and payable in twelve monthly installments on the first day of the month, beginning on the first day of the term of this Agreement. SECTION 5.6.3 Late Payments. Any rental or fee not paid when due shall be subject to a delinquency charges from the due date to the date of payment at the City's then current 15 rate charged on overdue accounts or the maximum non-usurious interest rate, whichever is less. SECTION 5.6.4. All Privilege Fees and other payments due the City under this Agreement shall be paid by Concessionaire without invoice and without demand or set off, in lawful money of the United States of America, by good draft or check made payable to the City of Palm Springs, delivered or mailed postage prepaid to the Finance Department, Post Office Box 2743, Palm Springs, California 92263-2743 or at such other place as may be hereinafter designated in writing by the City as the place of payment. ARTICLE VI -ALTERATIONS AND IMPROVEMENTS SECTION 6.1 -Approval by City: Concessionaire shall not make, or sufferto be made, any alterations, improvements, or changes to the Designated Premises, or any part thereof, or install any equipment,fixtures,furnishings ortenant finishes thereon, except movable furniture and trade fixtures, without the prior written consent of City. SECTION 6.2 - Plans and Specifications: SECTION 6.2.1. When requesting the consent of the City to the making of any alterations, improvements, or changes to the Designated Premises or to the installation of equipment, fixtures, furnishings ortenant finishes, Concessionaire shall prepare and submit to the City final detailed plans and specifications of same together with the estimated time for completion of same at least sixty (60) days prior to the anticipated construction or installation date and shall be preceded by preliminary plans and specifications at least sixty days prior to the filing of final plans and specifications, except for emergency repairs which shall be allowed at the discretion of the Director of Aviation. No such improvements, alterations, or attachments shall be made at or to the Designated Premises without first obtaining prior written approval of said plans and specifications from the City's Director of Aviation. All such improvements, alterations, additions and work shall be made in full accordance with all written conditions prescribed by the Director of Aviation. SECTION 6.2.2. All improvements and installations shall conform with the architectural requirement of City. Three copies of plans and specifications for all improvement or installations including subsequent changes therein or alterations thereto shall be given to the City for review. After final approval by the City, the City shall return to Concessionaire one approved copy for its records and shall retain two approved copies as official City records. SECTION 6.2.3. All improvements,equipment,furnishings,fixtures and tenantfinishes, including the plans and specifications therefor, constructed or installed by Concessionaire, its agents or contractors, shall conform in all respects to applicable statutes, ordinances, building codes, and rules and regulations, including City's permit requirements. The approval given by the City shall not constitute a representation or warranty as to such conformity; responsibility therefor shall at all times remain with Concessionaire. SECTION 6.2.4. Approval by the City shall extend to and include architectural and aesthetic matters and the City reserves the right to reject any designs submitted and to require 16 Concessionaire to resubmit designs and layout proposals until they meet the City's approval. SECTION 6.2.5. In the event of disapproval by the City of any portion of the plans and specifications, Concessionaire shall promptly submit necessary modifications and revisions thereto. No substantial or material changes or alterations shall be made in said plans or specifications after initial approval by the City, and no alterations or improvements shall be made to or upon the Designated Premises without the prior written approval of the City. The City agrees to act promptly upon such plans and specifications and upon requests for approval of changes or alterations in said plans and specifications. SECTION 6.3 - Construction: SECTION 6.3.1. All such approved improvements, alterations and changes shall be performed by qualified and licensed contractors, retained by it and subject to approval by the City, at Concessionaire's sole cost and expense, in accordance with plans approved by the City and in conformance with the requirements of all municipal, state and federal laws, ordinances, regulations and requirements. SECTION 6.3.2. The risk of loss or damage to all permitted improvements or installations and the Designated Premises shall be on Concessionaire and Concessionaire shall, at its sole cost and expense, replace and repair same in accordance with the requirements of this Agreement. SECTION 6.3.3. Within ninety (90) days after completion of all work, Concessionaire shall furnish to the City, at no charge, a complete set of as-built drawings. Concessionaire agrees that, upon the request of the City, Concessionaire will inspect the Designated Premises jointly with the City to verify the as-built drawings. SECTION 6.3.4. Concessionaire shall keep the Designated Premises free from any liens arising out of work performed, material furnished,or obligation incurred by Concessionaire or alleged to have been incurred by Concessionaire. SECTION 6.4 - Ownership of Improvements: SECTION 6.4.1. Except for the alterations, improvements, equipment, fixtures and additions located at the Maintenance and Repair Facility Space, title to all improvements, alterations, or additions erected or installed by Concessionaire upon the Designated Premises shall immediately vest in City. However, machines, reservation equipment, trade fixtures and similar installations of the type commonly installed in and removed from other airport terminal facilities by tenants, which are installed in or on the Designated Premises, shall not be deemed to be a part of the realty even though they are attached to the floors, walls or roof of the buildings or to outside pavements so long as they can be removed without structural damage to the buildings or pavements; provided, however, that if the removal of any such installation damages any part or parts of the buildings, pavements, or Designated Premises, Concessionaire shall repair such damage and restore said damaged part or parts of said building, pavements, or Designated Premises to the condition they existed prior to their installation. 17 SECTION 6.4.2. Notwithstanding the provisions of SECTION 6.4.1, Concessionaire hereby acknowledges that it is and will continue to be the owner and operator of all improvements, alterations,fixtures and appurtenances installed at the Maintenance and Service Facility Space, including, but not limited to, the Underground Storage Tank System. Unless a newAgreement is entered into with Concessionaire for the Maintenance and Service Facility Space, upon the expiration or sooner termination of this Agreement, Concessionaire hereby agrees to either (i) sell said improvements, alterations, fixtures and appurtenances including, but not limited to, the Underground Storage Tank System, to a car rental concessionaire that the City has approved to enter into a car rental concession agreement with City, which sale shall be at a price mutually agreeable to Concessionaire and such car rental concessionaire and which sale shall be effective on the expiration or sooner termination of this Agreement; or (ii) remove, at Concessionaire's sole cost and expense, such improvements, alterations, fixtures and appurtenances, including the Underground Storage Tank System, from the Maintenance and Service Facility Space within thirty (30) days of the expiration or sooner termination of this Agreement and to assess, remove, remediate, clean up, monitor, dispose of and mitigate any Covered Hazardous Materials released on or in the Maintenance and Service Facility Space as more specifically provided in SECTION 4.5.14, to closure from all appropriate regulatory agencies. If Concessionaire elects to remove said improvements, Concessionaire shall turn over the Maintenance and Service Facility Space to City in the condition the Maintenance and Service Facility Space existed prior to the installation of said improvements reasonable wear and tear excepted. SECTION 6.4.3. Upon the last day of the term of this Agreement, Concessionaire shall surrender the Designated Premises to City in the same condition as received, and in a good, sanitary and clean condition, reasonable use and wear thereof excepted. ARTICLE VII-MAINTENANCE,OPERATION, USE AND CONDITION OF PREMISES SECTION 7.1 -Utilities: City shall maintain heating and air conditioning systems at the Terminal Building in good condition and repair. All costs for water, gas, heat or electricity used in connection with the heating or air conditioning furnished to the Terminal Building and all other utilities shall be paid for by City as part of the basic charge for said Designated Premises. Notwithstanding the foregoing, Concessionaire shall pay, before delinquency, all charges for water,gas, heat, electricity, power, sewer,telephone service, and all other services and utilities used in, upon or about the Maintenance and Repair Facility Space by Concessionaire. SECTION 7.2-Operation Costs: Concessionaire shall bear at its own expense all costs of operating hereunder, and shall pay, in addition to Privilege Fees and other payments specified in this Agreement, all other costs connected with the use of the Designated Premises, facilities, rights and privileges granted, including, but not limited to janitorial service and supplies. SECTION 7.3-Trash and Refuse: Concessionaire shall provide a complete and proper arrangement for the adequate sanitary handling of all trash and other refuse caused as a result of the operation of the Designated Premises and shall provide for its timely removal to the central collection point to be provided by the City in accordance with SECTION 7.4. 18 Concessionaire shall provide and use suitable covered fireproof receptacles for all trash and other refuse on or in connection with the Designated Premises. Piling of boxes, cartons, barrels, or other similar items in view of a public area shall not be permitted. SECTION 7.4 - Taxes: Concessionaire agrees to pay prior to delinquency all lawful taxes and assessments which during the term hereof or any extension may become a lien or which may be levied by the state, county, city, or any other tax-levying body, upon the Designated Premises or upon any taxable interest of Concessionaire acquired under this Agreement, or any taxable possessory interest which Concessionaire may have in or to the Designated Premises or by reason of its occupancy thereof or operations thereon, as well as all taxable property, real or personal, owned by Concessionaire in or about said Designated Premises. Upon making such payments, and upon request by the City, Concessionaire shall provide the City a copy of the paid receipts and vouchers showing such payment. With respect to assessments for improvements which are or may be payable in installments,Concessionaire shall either pay the lump sum tax due or pay the installment porions as they become due. Even though the term of this Agreement has expired, when final determination is made of Concessionaire's share of such taxes and assessments, Concessionaire shall immediately pay to City the amount of any additional sum owed. SECTION 7.5 - Transporting Merchandise, Trash, Etc.: In transporting merchandise, products, trash, and refuse associated with operation of the car rental concession hereunder to and from the Designated Premises, Concessionaire shall use only carts, vehicles, or conveyances that are sealed and leak proof and that are equipped with wheels suitable for operating on carpets without damage thereto. SECTION 7.6 - Security: The City shall provide or cause to be provided, during the term of this Agreement, security and law enforcement protection of the Terminal Building similar to that afforded to other concessionaires at the Terminal Building and it will issue rules and regulations with respect to all portions of the Airport. Concessionaire shall have the right, but shall not be obligated, to provide additional or supplemental public protection as it may desire at its own cost. Such right, whether or not exercised by Concessionaire, shall not in any way be construed to limit or reduce the obligations of Concessionaire hereunder. Any extra security protection shall be coordinated with the Airport's Law Enforcement Division, and shall be subject to the authority granted to the Airport's police force, and shall in no way hinder or interfere with their duties. SECTION 7.7 -Signs: City shall install all signs necessary or required for the direction of pedestrian and vehicular traffic on the sidewalks, ways and roads within the Terminal Building and Designated Premises, including such signs as it determines are necessary on the roadways leading from the public streets to said Designated Premises. All directional signs in the Terminal Building, including any additions thereto, shall be installed by the City. No signs or advertisements pertaining to Concessionaire's car rental business shall be installed or maintained outside of or within the Designated Premises until Concessionaire has submitted to the Director of Aviation for approval, in writing, such drawings, sketches, design dimension and type and character of such signs and advertisements proposed to be placed therein or thereon and any payment, conditions, restrictions or limitations in respect to the use thereof stated by the Director of Aviation in his written approval thereof shall become conditions hereof 19 as if set forth herein at length. SECTION 7.8 - Ready/Return Lot: The City shall maintain the concrete portion and landscape of the Ready/Return Lot, and all lighting, with Concessionaire responsible for space signage. SECTION 7.9 - City Warranty on Rights of Use: The City warrants that it is the owner of the Designated Premises and has the right to grant the rights to use said Designated Premises under the terms of this Agreement. Subject to the Concessionaire performing all obligations of this Agreement, and except as otherwise provided herein, the Concessionaire's rights will not be disturbed by the City or anyone acting by, through or under the City. SECTION 7.10 - Fire Prevention: Concessionaire shall exercise due and reasonable care to prevent and control fire at the Designated Premises and to that end, shall install fire extinguishers throughout the Maintenance and Service Facility Space. All paints and oils shall be stored at the Maintenance and Service Facility Space in suitably protected out-buildings or compartments in accordance with the rules and regulations of the Fire Marshal of City. SECTION 7.11 - Maintenance Repairs: SECTION 7.11.1. Except for the maintenance obligations of the City as provided herein, Concessionaire shall at all times and at its sole expense, keep, maintain, and repair the Designated Premises and all improvements thereon, including, but not limited to, all landscaping at the Maintenance and Service Facility Space, in a good and sanitary order, condition and appearance. City shall be the sole judge of the quality of the maintenance. SECTION 7.11.2. All repairs done by Concessionaire or on its behalf shall be of first- class quality in both materials and workmanship equal to the original in materials and workmanship, and all work shall be subject to the prior written approval of the City pursuant to SECTION 6.1 hereof. All repairs will be made in conformity with the rules and regulations prescribed from time to time by federal,state, or local authority having jurisdiction over the work in Concessionaire's Designated Premises. City shall be the sole judge of the quality of the repairs. SECTION 7.12 Hazard, Potential Hazard, Nuisance, or Annoyance: Any hazardous or potentially hazardous condition, nuisance,or annoyance shall be corrected immediately upon receipt of verbal notice by the City's Director of Aviation or his designee. Concessionaire shall close the Designated Premises until such condition(s) is(are) removed. SECTION 7.13 - Failure to Maintain or Repair: If Concessionaire refuses or neglects to undertake the maintenance, repair, or replacements requested by the City; or if the City is required to make any repairs necessitated by the negligent acts or omissions of Concessionaire, its employees, agents, servants, or licensees, the City shall have the right, after providing Concessionaire with ten (10) days written notice thereof, except where shorter notice is appropriate where a dangerous condition exists as determined in City's sole discretion, to make such repairs on behalf of Concessionaire AND Concessionaire shall be required to pay City's costs therefor within ten (10) days following demand by the City for said payment at the 20 City's standard rates plus the City's overhead as determined by its usual accounting practices. SECTION 7.14- Right to Enter: The City shall have the right to enter Concessionaire's Designated premises to: SECTION 7.14.1. Inspect the Designated Premises at reasonable times during - Concessionaire's regular business hours or at any time in case of emergency to determine whether Concessionaire has complied with and is complying with the terms and conditions o this Agreement. The City may, at its discretion, require Concessionaire to effect maintenance and repairs at Concessionaire's own cost. SECTION 7.14.2. Perform any and all things to which Concessionaire is obligated, and failed to perform, after reasonable notice to do so, including maintenance, repairs, and replacements to Concessionaire's Designated premises. The cost of all labor and materials required to complete the work will be paid by Concessionaire to City within ten days following demand by City for said payment. SECTION 7.14.3. Exercise the City's police power. SECTION 7.14.4. Remedy, contain, or correct any emergency. SECTION 7.14.5. Post appropriate notices of non-responsibility. ARTICLE VIII - INDEMNITY, INSURANCE, AND DAMAGE AND DESTRUCTION SECTION 8.1 - Indemnity: SECTION 8.1.1. Concessionaire, as a material part of the consideration to be rendered to City under this Agreement, hereby waives all claims against City for damage to equipment or other personal property, trade fixtures, or improvements in, upon or about the Designated Premises and for injuries to persons in or about the Designated Premises from any cause arising at any time. Concessionaire agrees to indemnify the City, its officers, agents and employees against, and will hold and save them and each of them harmless from, any and all actions, suits, claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities, (herein "claims or liabilities")that may be asserted or claimed by any person, firm or entity arising out of or in connection with the negligent performance of the work, operations or activities of Concessionaire, its agents, employees, subcontractors, or invitees, provided for herein, or arising from the use of the Designated Premises by Concessionaire or its employees and customers, or arising from the failure of Concessionaire to keep the Designated Premises in good condition and repair, as herein provided, or arising from the negligent acts or omissions of Concessionaire hereunder, or arising from Concessionaire's negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement (including, but not limited to, the failure to perform the remediation obligations specified in SECTION 4.5.15), or arising from the presence or threatened presence of any Covered Hazardous Material on or about the Designated Premises, whether or not there is concurrent passive or active negligence on the part of the City, its 21 officers, agents or employees but excluding such claims or liabilities arising from the sole negligence or willful misconduct of the City, its officers, agents or employees, who are directly responsible to the City, and in connection therewith: (a) Concessionaire will defend any action or actions filed in connection with any of said claims or liabilities and will pay all costs and expenses, including legal costs and attorneys' fees incurred in connection therewith; (b) Concessionaire will promptly pay any judgment rendered against the City, its officers, agents or employees for any such claims or liabilities arising out of or in connection with the negligent performance of or failure to perform such work, operations or activities of Concessionaire hereunder; and Concessionaire agrees to save and hold the City, its officers, agents, and employees harmless therefrom; (c) In the event the City, its officers, agents or employees are made a party to any action or proceeding filed or prosecuted against Concessionaire for such damages or other claims arising out of or in connection with the negligent performance of or failure to perform the work, operation or activities of Concessionaire hereunder, Concessionaire agrees to pay to the City, its officers, agents or employees, any and all costs and expenses incurred by the City, its officers, agents or employees in such action or proceeding, including, but not limited to, legal costs and attorneys' fees. SECTION 8.2.1. Concessionaire, at its expense, shall maintain fire and extended coverage insurance written on a per occurrence basis on its improvements, appurtenances, alterations, trade fixtures, equipment, personal property and inventory within the Designated Premises from loss or damage to the extent of their full replacement value. Concessionaire shall have the right to self-insure the items specified in this Section 8.2.1 and Sections 8.2.2, 8.2.3 and 8.2.4, so long as Concessionaire maintains a net worth satisfactory to the City's Risk manager. The City's Risk Manager may require net worth documentation up to and including an audited financial statement. SECTION 8.2.2. During the entire term of this Agreement, the Concessionaire shall, at the Concessionaire's sole cost and expense, but for the mutual benefit of City and Concessionaire, maintain comprehensive general liability insurance insuring against claims for bodily injury, death or property damage occurring in, upon or about the Designated Premises and on any areas directly adjacent to the Designated Premises written on a per occurrence basis in an amount not less than either(i) a combined single limit of ONE MILLION DOLLARS ($1,000,000.00) for bodily injury, death, and property damage or (ii) bodily injury limits of $250,000.00 per person, $500,000.00 per occurrence and $500,000.00 products and completed operations and property damage limits of $100,000.00 per occurrence and $250,000.00 in the aggregate. SECTION 8.2.3. Concessionaire shall, at the Concessionaire's sole cost and expense, maintain a policy of worker's compensation insurance in an amount as will fully comply with the laws of the State of California and which shall indemnify, insure and provide legal defense for both the Concessionaire and the City against any loss, claim or damage arising from any injuries or occupational diseases occurring to any worker employed by or any persons retained 22 by the Concessionaire in the course of conducting Concessionaire's business in the Designated Premises. SECTION 8.2.4. Concessionaire shall, at Concessionaire's sole cost and expense maintain a policy of automobile liability insurance written on a per occurrence basis in an amount not less than ONE MILLION DOLLARS($1,000,000.00)combined single limit covering all owned, non-owned, leased and hired cars. SECTION 8.2.5. All of the policies of insurance required to be procured by Concessionaire pursuant to this SECTION shall be primary insurance and shall name the City, its officers, employees and agents as additional insureds. The insurers shall waive all rights of contribution they may have against the City, its officers, employees and agents and their respective insurers. All of said policies of insurance shall provide that said insurance may not be amended or canceled without providing 30 days prior written notice by registered mail to the City. Prior to the effective date of this Agreement and at least 30 days prior to the expiration of any insurance policy, Concessionaire shall provide City with certificates of insurance or appropriate insurance binders evidencing the above insurance coverages written by insurance companies acceptable to City, licensed to do business in the state where the Designated Premises are located and rated A:VII or better by Best's Insurance Guide. In the event the Risk Manager of City ("Risk Manager") determines that (i) the Concessionaire's activities in the Designated Premises create an increased or decreased risk of loss to the City, (ii) greater insurance coverage is required due to the passage of time, or (iii) changes in the industry require different coverages be obtained, Concessionaire agrees that the minimum limits of any insurance policy required to be obtained by Concessionaire may be changed accordingly upon receipt of written notice from the Risk Manager; provided that Concessionaire shall have the right to appeal a determination of increased coverage by the Risk Manager to the City Council of City within ten (10)days of receipt of notice from the Risk Manager. City and Concessionaire hereby waive any rights each may have against the other on account of any loss or damage occasioned by property damage to the Designated Premises, its contents, or Concessionaire's trade fixtures,equipment,personal property or inventory arising from any risk generally covered by insurance against the perils of fire, extended coverage, vandalism, malicious mischief,theft, sprinkler damage, and earthquake sprinkler leakage. Each of the parties, on behalf of their respective insurance companies insuring such property of either City or Concessionaire against such loss, waives any right of subrogation that it may have against the other. The foregoing waivers of subrogation shall be operative only so long as available in California and provided further that no policy is invalidated thereby. ARTICLE IX - RELOCATION AND HOLDING OVER SECTION 9.1 - City's Right to Improve Airport: Concessionaire acknowledges City's responsibility to the public and the public users of the Airport to prudently operate, maintain and develop the Airport. In executing this responsibility, the City shall have the right to undertake developments, renewals, and replacements which the City deems prudent or necessary, in its discretion, to provide adequate and safe airside, landside and support facilities for the Airport. Except for the Maintenance and Repair Space, said right shall include the right of the City to relocate Concessionaire, or otherwise provide for the termination and recapture of Concessionaire's operating rights as provided for herein in the event that Concessionaire's 23 possession of the Designated Premises conflicts with proposed City developments, renewals, or replacements. SECTION 9.2 - City's Rights to Recapture Designated Premises: The City's right to relocate Concessionaire or terminate and recapture Concessionaire's rights to operate in the Designated Premises, shall be subject to and in accordance with the following terms and conditions: SECTION 9.2.1. Any developments, renewals, or replacement shall be in accordance with the then current Airport Layout Plan (ALP) approved by the FAA. SECTION 9.2.2. The City shall provide at least six (6) months advance written notice to Concessionaire prior to requiring Concessionaire to relocate. SECTION 9.2.3. The City shall provide Concessionaire with a reasonably suitable substitute facility elsewhere on the Airport. SECTION 9.2.4. The City shall negotiate in good faith with Concessionaire to fairly compensate Concessionaire forthe direct costs of its relocation, and to provide Concessionaire with a new agreement covering its rights and obligations in the facility or area to which it is relocated; city shall consider direct relocation costs as well as net book value of City required capital additions. SECTION 9.2.5. In the event that a suitable replacement facility or area cannot be found or in the event that the parties cannot reach an agreement under SubSECTION 9.2.4 above, the City shall have the right, upon sixty (60) days' written notice to Concessionaire to terminate and recapture the Designated Premises and take title to all other Concessionaire owned improvements on the Designated Premises. SECTION 9.3- Holding Over: In the event of termination for other than default the City may, at its option, allow the Concessionaire to hold over under this Agreement on a month-to- month basis. It is agreed and understood that any holding over of Concessionaire after the termination of this Agreement shall not renew and extend same but shall operate and be construed as a month-to-month permit and Concessionaire agrees that the minimum annual guarantee shall be suspended and only 10% shall apply for the Privilege Fee and all other rental amounts shall remain as in effect at the end of the regular Term.. Concessionaire shall be liable to the City for all loss or damage on account of any such holding over against the City's will after the termination of this Agreement, whether such loss or damage may be contemplated at this time or not. It is expressly agreed that acceptance of the foregoing payment by the City in the event that concessionaire fails or refuses to surrender possession shall not operate to give Concessionaire any right to remain in possession nor shall it constitute a waiver by the City of its right to immediate possession. ARTICLE X - DAMAGE OR DESTRUCTION OF DESIGNATED PREMISES SECTION 10.1 - Partially Insured Casualty. If the Designated Premises or the Airport shall be partially damaged by fire or other casualty insured by City, then upon City's receipt of 24 • • the insurance proceeds, City shall, except as otherwise provided in this SECTION, promptly repair and restore the same (exclusive of Concessionaire's improvements, alterations or additions, trade fixtures, signs or other personal property)substantially to the condition thereof immediately priorto said damage ordestruction, limited, however,to the extent of the insurance proceeds actually received by City therefor. SECTION 10.2 - Substantial and Uninsured Casualty: If (a) both the Designated Premises and the buildings constituting the Airport shall be damaged to the extent of fifty percent (50%) or more of the cost of replacement thereof or (b) the Designated Premises or the buildings constituting the Airport shall be destroyed or damaged as a result of a risk not insured by City, or (c) the Designated Premises shall be damaged to the extent of twenty-five percent (25%) or more of the cost of replacement thereof during the last two (2) years of the term of this Agreement, or (d) the buildings constituting the Airport shall be damaged to the extent of fifty percent (50%) or more of the cost of replacement thereof, whether or not the Designated Premises shall be damaged,then in any such events, City may elect eitherto repair the damages as aforesaid, or to cancel this Agreement by written notice of cancellation given to Concessionaire within ninety(90)days afterthe date of such occurrence, and thereupon this Agreement shall cease and terminate twenty (20) days following Concessionaire's receipt of such notice; and Concessionaire shall vacate and surrender the Designated Premises to City in accordance with the terms of this Agreement. In determining the cost of replacement of the Designated Premises or any building or improvement,the cost of foundations and footings shall not be included, except to the extent of the cost of repair thereto required by such damage or destruction. SECTION 10.3 - Reconstruction: In the event of any reconstruction of the Designated Premises or the Airport under this SECTION, said reconstruction shall be performed by City's contractor. Concessionaire, at its sole cost and expense, shall be responsible for the replacement of its improvements, alterations, signs, stock in trade, trade fixtures, furniture, furnishings and equipment. Concessionaire shall commence such installation of fixtures, equipment and merchandise promptly upon delivery to Concessionaire of possession of the Designated Premises and shall diligently prosecute such installation to completion. SECTION 10.4-Termination: Upon any termination of this Agreement under any of the provisions of this SECTION, the parties shall be released thereby without further obligation to the other party coincident with the surrender of possession of the Designated Premises to City. SECTION 10.5 - Abatement of Fees: In the event of repair, reconstruction and restoration to the Designated Premises by City as provided in this SECTION,the fees provided to be paid by Concessionaire hereunder, except for the Privilege Fee, shall be abated proportionately with the degree to which Concessionaire's use of the Designated Premises is impaired commencing from the date of destruction and continuing during the period of City's repair, reconstruction or restoration of the Designated Premises. Concessionaire shall continue the operation of its business at the Airport during any such period to the extent reasonably practicable from the standpoint of prudent business management, and the obligation of Concessionaire to pay the Privilege Fee shall remain in full force and effect. Concessionaire shall not be entitled to any compensation for damages from City for loss of the use of the whole or any part of the Designated Premises, the building of which the Designated Premises are a 25 ' part, or Concessionaire's personal property or any inconvenience or annoyance occasioned by such damage, repair, reconstruction or restoration. SECTION 10.6 - Waiver: Concessionaire hereby waives any statutory rights of termination which may arise by reason of any partial or total destruction of the Designated Premises which City is obligated to restore or may restore under any of the provisions of this Agreement. ARTICLE XI - DEFAULT AND REMEDIES SECTION 11.1 -Events of Default by the City: Each of the following shall constitute an event of default by the City: SECTION 11.1.1. The permanent abandonmentof the Airport for scheduled certificated airline service. SECTION 11.1.2. The issuance by any court of competent jurisdiction of any injunction preventing or restraining the use of the Airport in such a manner as to substantially restrict Concessionaire from conducting the operations authorized hereunder and the remaining in force of such injunction for at least sixty days. SECTION 11.1.3. The assumption by the United States Government, or any authorized agency thereof, of the operation, control, or use of the Airport and its facilities in such a manner as to substantially restrict the operations authorized hereunder if such restriction is continued for a period of three months or more. SECTION 11.1.4. The default by the City in the performance of any covenant or agreement herein required to be performed by the City and the failure of the City to remedy such default for a period of thirty (30) days after receipt from Concessionaire of written notice specifying the default; provided, however, that if the nature of City's obligations is such that more than thirty (30) days is required to perform the obligation, City shall not be deemed to be in default if City commences performance within said thirty (30) days and thereafter diligently prosecutes the same to completion. SECTION 11.2 - Remedies on City Default: In the event any default shall occur, Concessionaire may declare this Agreement and all rights and interests thereby created to be terminated. Concessionaire expressly waives any claim against the City, its officers, agents, or employees for loss of anticipated profits in any suit or proceeding involving this Agreement or any part hereof. SECTION 11.3 - Events of Default by Concessionaire: The occurrence of any one or more of the following events shall constitute a default and breach of this Agreement by Concessionaire: (a) the failure to pay any fees or other payment required hereunder to or on behalf of City more than ten (10) days after written notice from City to Concessionaire that Concessionaire has failed to pay any fees or other sums payable hereunder when due; (b)the failure to perform any of Concessionaire's agreements or obligations hereunder (exclusive of 26 a default in the payment of money) where such default shall continue for a period of thirty (30) days after written notice thereof from City to Concessionaire which notice shall be deemed to be the statutory notice so long as such notice complies with statutory requirements; (c) the vacation or abandonment of the Designated Premises by Concessionaire; (d) the making by Concessionaire of a general assignment for the benefit of creditors; (e) the filing by Concessionaire of a voluntary petition in bankruptcy or the adjudication of Concessionaire as a bankruptcy; (f) the appointment of a receiver to take possession of all or substantially all the assets of Concessionaire located at the Designated Premises or of Concessionaire's leasehold interest in the Designated Premises; (g) the filing by any creditor of Concessionaire of an involuntary petition in bankruptcy which is not dismissed within sixty (60) days after filing; (h) the attachment, execution or other judicial seizure of all or substantially all of the assets of Concessionaire or Concessionaire's leasehold where such an attachment, execution or seizure is not discharged within sixty (60) days; or (i) the assignment, subletting or subcontracting of this Agreement in violation of this Agreement. Any repetitive failure by Concessionaire to perform its agreements and obligations hereunder, though intermittently cured, shall be deemed an incurable default. Two (2) breaches of the same covenant within a sixty (60) day period, a notice having been given pursuant to (a) or(b) above for the first breach, or three (3) of the same or different breaches at any time during the term of this Agreement for which notices pursuant to (a) or(b) above were given for the first two (2) breaches shall conclusively be deemed to be an incurable repetitive failure by Concessionaire to perform its obligations hereunder. SECTION 11.4. In the event of any such default or breach by Concessionaire, City may at any time thereafter, without further notice or demand, rectify or cure such default, and any sums expended by City for such purposes shall be paid by Concessionaire to City upon demand and as additional fees due hereunder. In the event of any such default or breach by Concessionaire, City shall have the right (i) to continue this Agreement in full force and effect and enforce all of its rights and remedies under this Agreement, including the right to recover the fees as they become due under this Agreement, or(ii) City shall have the right at any time thereafter to elect to terminate this Agreement and Concessionaire's right to possession thereunder. Upon such termination, City shall have the right to recover from Concessionaire: (i) The worth at the time of award of the unpaid fees which had been earned at the time of termination; (ii) The worth at the time of award of the amount by which the unpaid fees which would have been earned after termination until the time of award exceeds the amount of such fee loss that the Concessionaire proves could have been reasonably avoided; (iii) The worth at the time of award of the amount by which the unpaid fees for the balance of the term after the time of award exceeds the amount of such fee loss that the Concessionaire proves could be reasonably avoided; and (iv) Any other amount necessary to compensate the City for all the detriment proximately caused by Concessionaire's failure to perform its obligations under this Agreement orwhich in the ordinary course of things would be likely to result therefrom. 27 The "worth at the time of award" of the amounts referred to in subparagraphs (i) and (ii) above shall be computed by allowing interest at three percent(3%) over the prime rate then being charged by Bank of America, N.A. but in no event greater than the maximum rate permitted by law. The worth at the time of award of the amount referred to in subparagraph (iii) above shall be computed by discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of award plus one percent (1%), but in no event greater than ten percent (10%). As used herein "fees" shall include the Privilege Fee and all other fees payable to City hereunder. For purposes of this SECTION, the Privilege Fee for the remainder of the term of this Agreement after a default shall be equal to the average Privilege Fee paid or payable by Concessionaire for the last twelve (12) months prior to default or the Minimum Annual Guaranty,whichever is greater. "Fees"shall also include other sums payable hereunder which are designated "fees"and any other sums payable hereunder on a regular basis, such as real estate taxes. Such efforts as City may make to mitigate the damages caused by Concessionaire's breach of this Agreement shall not constitute a waiver of City's right to recover damages against Concessionaire hereunder, nor shall anything herein contained affect City's right to indemnification against Concessionaire for any liability arising prior to the termination of this Agreement for personal injuries or property damage, and Concessionaire hereby agrees to indemnify and hold City harmless from any such injuries and damages, including all attorney's fees and costs incurred by City in defending any action brought against City for any recovery thereof, and in enforcing the terms and provisions of this indemnification against Concessionaire. Notwithstanding any of the foregoing,the breach of this Agreement by Concessionaire, or an abandonment of the Designated Premises by Concessionaire, shall not constitute a termination of this Agreement, or of Concessionaire's right of possession hereunder, unless and until City elects to do so, and until such time City shall have the right to enforce all of its rights and remedies under this Agreement, including the right to recover rent, and all other payments to be made by Concessionaire hereunder, as they become due. Acceptance of fees hereunder shall not be deemed a waiver of any default or a waiver of any of City's remedies. ARTICLE XII - FEDERAL GRANTS AND NON-DISCRIMINATION SECTION 12.1 - Non-Discrimination and FAA Required Clauses: SECTION 12.1.1. Concessionaire for himself, his heirs, personal representatives, successors in interest, and assigns, as a part of the consideration hereof, does hereby covenant and agree, as a covenant running with the land, that in the event facilities are constructed, maintained, or otherwise operated on the said property described in this lease for a purpose for which a DOT program of activity is extended or for another purpose involving the provision of similar services or benefits, Concessionaire shall maintain and operate such facilities and services in compliance with all other requirements impose pursuant to Title 49, Code of Federal Regulations, DOT, Subtitle A, Office of the Secretary, Part 21, 28 Nondiscrimination in Federally-Assisted Programs of the Department of Transportation- Effectuation of Title VI of the Civil Rights Act of 19645 and as said Regulations may be amended. SECTION 12.1.2. Concessionaire for himself, his heirs, personal representatives, successors in interest, and assigns, as a part of the consideration hereof, does hereby covenant and agree, as a covenant running with the land, that: (1) no person on the grounds of race, color, or national origin shall be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination in the use of said facilities, (2) that in the construction of any improvements on, over, or under such land and the furnishing of services thereon, no person on the grounds of race, color, or national origin shall be excluded from participation in, denied the benefits of, or otherwise be subjected to discrimination, (3) that Concessionaire shall use the premises in compliance with all other requirements imposed by or pursuant to Title 49, Code of Federal Regulations, Department of Transportation, Subtitle A, Office of the Secretary, Part 21, Nondiscrimination in Federally-Assisted Programs of the department of Transportation-Effectuation of Title VI of the Civil Rights Act of 1964, and as said Regulations may be amended. SECTION 12.1.3. That in the event of breach of any of above nondiscrimination covenants, City shall have the right to terminate this Agreement and to reenter and repossess said land and the facilities thereon, and hold the same as if this Agreement had never been made or issued. This provision does not become effective until the procedures of 49 CFR Part 21 are followed and completed including expiration of appeal rights. SECTION 12.1.4. Concessionaire shall furnish its accommodation and/or services on a fair, equal and not unjustly discriminatory basis to all users thereof and it shall charge fair, reasonable and not unjustly discriminatory prices for each unit or service; PROVIDED, THAT the Concessionaire may be allowed to make reasonable and nondiscriminatory discounts, rebates or other similar type of price reductions to volume purchasers. SECTION 12.1.5. Non-compliance with SECTION 12.1.4 above shall constitute a material breach thereof and in the event of such non-compliance, the City shall have the right to terminate this Agreement and the estate hereby created without liability therefore or at the electing of the City or the United States either or both said Governments shall have the right to judicially enforce provisions. SECTION 12.1.6. Concessionaire agrees that it shall insert the above five provisions in any lease agreement by which Concessionaire grants a right or privilege to any person, firm or corporation to render accommodations and/or services to the public on the premises herein leased. SECTION 12.1.7. Concessionaire assures that it will undertake an affirmative action program as required by 14 CFR Part 152, Subpart E, to insure that no person shall, on the grounds of race, creed, color, national origin, or sex, be excluded from participating in any employment activity covered by this subpart. Concessionaire assured that it will require that its covered sub-organizations provide assurances to the Concessionaire that they similarly will undertake affirmative action programs and that they will require assurance from their sub- 29 organizations, as required by 14 CFR 152, Subpart E, to the same effort. SECTION 12.1.8. City reserves the right to further develop or improve the landing area of the Airport as it sees fit, regardless of the desire or view of Concessionaire and without interference or hindrance. SECTION 12.1.9. City reserve the right, but shall not be obligated to Concessionaire to maintain and keep in repair the landing area of the Airport and all publicly-owned facilities of the Airport, together with the right to direct and control all activities of the Concessionaire in this regard. SECTION 12.1.10. This Agreement shall be subordinate to the provisions and requirement of any existing or future agreement between the City and the United States, relative to the development, operation or maintenance of the airport. SECTION 12.1.11. There is hereby reserved to the City, its successors and assigns, for the use and benefit of the public, a right of flight for the passage of aircraft in the airspace above the surface of the premises herein leased. This public right of flight shall include the right to cause in said airspace any noise inherent in the operation of any aircraft used for navigation or flight through the said airspace or landing at, taking off from or operation on the Airport. SECTION 12.1.12. Concessionaire agrees to comply with the notification and review requirements covered in Part 77 of the Federal Aviation Regulations in the event future construction of a building is planned for the leased premises, or in the event of nay planned modification or alteration of any present or future building or structure situated on the leased premises. SECTION12.1.13. Concessionaire, by accepting this Agreement,expressly agrees for itself, its successors and assigns that it will not erect nor permit the erection of any structure or object, nor permit the growth of any tree on the land leased hereunder above the mean sea level elevation of 500 feet. In the event the aforesaid covenants are breached, City reserves the right to enter upon the Designated Premises hereunder and to remove the offending structure or object and cut the offending tree, all of which shall be at the expense of Concessionaire. SECTION 12.1.14. Concessionaire, by accepting this Agreement expressly agrees for itself, its successors and assigns that it will not make use of the premises in any manner which might interfere with the landing and taking off of aircraft from the Airport or otherwise constitute a hazard. In the event the aforesaid covenant is breached, City reserves the right to enter upon the premises and cause the abatement of such interference at the expense of Concessionaire. SECTION 12.1.15. 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 in 308a of the Federal Aviation Act of 1958 (49 U.S.C. 1349z). SECTION 12.1.16. This Agreement and all the provisions hereof shall be subject to 30 whatever right the United States Government now has or in the future may have or acquire affecting the control, operation, regulation and taking over of said airport or the exclusive or non-exclusive use of the Airport by the United States during the time of war or national emergency. SECTION 12.1.17. This Agreement is subject to the requirements of the U.S. Department of Transportation's regulations, 49 CFR Part 23, Subpart F and 49 CFR Part 26. The concessionaire agrees that it will not discriminate against any business owner because of the owner's race, color, national origin, or sex in connection with the award or performance of any Concession Agreement covered by 49 CFR Part 23, Subpart F and 49 CFR Part 26. The concessionaire or any sub-concessionaires shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract. The contractor shall carry out applicable requirements of 49 CFR Part 23, Subpart F and 49 CFR Part 26 in the award and administration of DOT-assisted cotnracts. Failure by the concessionaire to carry out these requirements is a material breach of this contract, which may result in the termination of this contract or such other remedy as the receipient deems appropriate. The concessionaire agrees to include the above statements in any subsequent Concession Agreements that it enters and cause those businesses to similarly include the statements in further Agreements. SECTION 12.1.18. In the event that the Department of Transportation issues a regulation dealing with DBE participation which may be applicable to car rental concessions during the term of this agreement, car rental concessionaires may, at the discretion of the City, be required to develop and implement a DBE participation program in compliance with the regulation. ARTICLE XIII - CONDEMNATION SECTION 13.1 - Total Taking: In the event the entire Designated Premises shall be appropriated or taken under the power of eminent domain by any public or quasi-public authority, this Agreement shall terminate and expire as of the date of such taking, and City and Concessionaire shall each thereupon be released from any liability thereafter accruing hereunder. SECTION 13.2 - Substantial Taking: In the event more than twenty percent (20%) of the square footage of the Designated Premises is taken under the power of eminent domain by any public or quasi-public authority, or if by reason of any appropriation or taking, regardless of the amount so taken,the remainder of the Designated Premises is not usable for a car rental concession or air transportation, either City or Concessionaire shall have the right to terminate this Agreement as of the date Concessionaire is required to vacate a portion of the Designated Premises, upon giving notice in writing of such election within thirty (30) days after receipt by Concessionaire from City of written notice that said Designated Premises have been so appropriated or taken. City agrees immediately after learning of any appropriation or taking to give to Concessionaire notice in writing thereof. Concessionaire hereby waives any statutory 31 rights of termination which may arise by reason of any partial taking of the Designated Premises under the power of eminent domain. SECTION 13.3 - Right to Award: If this Agreement is terminated in either manner hereinabove provided, City shall be entitled to the entire award or compensation in such proceedings. Concessionaire's right to receive compensation or damages for its fixtures and personal property shall not be affected in any manner hereby. SECTION 13.4- Restoration: If both City and Concessionaire elect not to so terminate this Agreement, or if neither has the right to so terminate this Agreement following any such taking, then in either such event City agrees, at City's cost and expense, to the extent of any severance damages attributable to damages to the Designated Premises available to City, to as soon as reasonably possible restore the Designated Premises on the land remaining to a complete unit of like quality and character as existed prior to such appropriation or taking. SECTION 13.5 - Voluntary Sale; Waiver: For the purposes of this SECTION, a voluntary sale or conveyance in lieu of condemnation shall be deemed an appropriation or taking under the power of eminent domain. ARTICLE XIV - GENERAL PROVISIONS SECTION 14.1 -Assignment of Agreement: Concessionaire shall not assign ortransfer this Agreement, the Designated Premises or any part thereof, without the prior written consent of the City,which consent shall not be unreasonably withheld. For purposes of this Agreement, an assignment shall be deemed to include the transfer to any person or group of persons acting in concert of more than twenty-five percent (25%) of the present ownership and/or control of Concessionaire, taking all transfers into account on a cumulative basis. Notwithstanding the foregoing, Concessionaire may assign this Agreement to any successor-in-interest of Concessionaire with or into which Concessionaire may merge or consolidate or to any entity which may acquire substantially all of the assets of Concessionaire without the consent of the City; provided that said assignee complies with all of the other terms of this SECTION. Concessionaire shall not sublease all or any part of the Designated Premises without the prior written approval of the City, which approval shall not be unreasonably withheld. City may withhold its consent to an assignment or sublease to a proposed assignee or sublessee, and Concessionaire agrees that City shall not be unreasonable for doing so, if all of the following criteria are not met: (a) the proposed assignee's or sublessee's general financial condition, including liquidity and net worth, verified by audited financial statements prepared by a certified public accountant in conformity with generally accepted accounting principles, is equal to or greater than that of Concessionaire; (b) the proposed assignee or sublessee has a demonstrated business capability equal to or greater than that of Concessionaire in operating a car rental concession; and (c) the proposed assignee or sublessee is morally and financially responsible. Prior to the effectiveness of any assignment or subletting, regardless of whether the consent of the City is required, the assignee or sublessee shall assume all of the obligations of Concessionaire hereunder, in writing in a form satisfactory to the City. Said assignment or sublease shall be subject to all of the terms and 32 conditions of this Agreement. City shall be under no obligation to consider a request for City's consent to an assignment until Concessionaire shall have submitted in writing to City a request for City's consent to such assignment or subletting together with audited financial statements of Concessionaire and the proposed assignee or sublessee, a history of the proposed assignee's or sublessee's business experience and such other information as required by City to verify that the criteria for assignment and subletting as set forth herein are met. The consent by City to one assignment or subletting by another person or entity shall not be deemed to be a consent to any subsequent assignment or subletting. Any assignment or subletting requiring the consent of City made without obtaining such consent shall constitute a material breach of this Agreement, and shall, at the option of the City, terminate this Agreement. SECTION 14.2 - Jurisdiction and Venue: The parties hereto agree that the State of California is the proper jurisdiction for litigation of any matters relating to this Agreement, and service mailed to the address of Concessionaire set forth herein shall be adequate service for such litigation. The parties further agree that Riverside County, California, is the proper place for venue as to any such litigation and Concessionaire agrees to submit to the personal jurisdiction of such court in the event of such litigation. SECTION 14.3 - Federal Aviation Act, SECTION 308: Nothing herein contained shall be deemed to grant Concessionaire any exclusive right or privilege within the meaning of SECTION 308 of the Federal Aviation Act or the conduct of any activity on the Airport, except that, subject to the terms and provisions hereof, Concessionaire shall have the right to possess the Designated Premises under the provisions of the Operating Agreement. SECTION 14.4-Subordination to Agreement with the United States Government: This Agreement is subject and subordinate to the provisions of any agreement heretofore or hereafter made between the City and the United States Government, relative to the operation or maintenance of the Airport, the execution of which has been required as a condition precedent to the transfer of federal rights or property to the City for Airport purposes, or the expenditure of federal funds for the improvements or development of the Airport in accordance with the provisions of the Federal Aviation Act of 12958, as it has been amended from time to time. The City covenants that it has no existing agreements with the United States Government in conflict with the express provisions hereof. SECTION 14.5-Nonwaiver of Rights: No waiver of default by either party of any of the terms covenants, and conditions hereof to be performed, kept, and observed by the other party shall be construed as, or shall operate as, a waiver of any subsequent default of any of the terms covenants, or conditions herein contained, to be performed, kept, and observed by the other party. SECTION 14.6 - Notices: Notices required herein may be given by registered or certified mail by depositing the same in the United States mail in the continental United States, postage prepaid, or by sending same by Federal Express or another reputable overnight carrier 33 and any such notice so mailed by overnight carrier shall be presumed to have been received twenty-four hours after deposit of same with such overnight carrier. Either party shall have the right, by giving written notice to the other to change the address at which its notices are to be received. Until any such change is made, notices to Concessionaire shall be made at the permanent mailing address specified on the front page of this Agreement and delivered as follows: City of Palm Springs P.O. Box 2743 3200 East Tahquitz Canyon Way Palm Springs, CA 92262-2743 Attn: City Manager and Director of Aviation If notice is given in any other manner or at any other place, it will also be given at the place and in the manner specified above. SECTION 14.7 - Captions: The headings of the several articles of this Agreement are inserted only as a matter of convenience and for reference and in no way defaces, limit or describe the scope or intent of any provisions of this Agreement and shall not be construed to affect in any manner the terns and provisions thereof. SECTION 14.8-Severability: If one or more clauses, SECTIONs, or provisions of this Agreement shall be held to be unlawful, invalid, or unenforceable, it is agreed that the remainder of this Agreement shall not be affected thereby. SECTION 14.9 - Waiver of Claims: Concessionaire hereby waives any claim against the City and the State of California and its officers or employees for loss of anticipated profits caused by any suit of proceedings directly or indirectly attacking the validity of this Agreement or any part thereof, or by any judgment or award in any suit proceeding declaring the Agreement null, void, or voidable, or delaying the same or any part hereof, from being carried out. SECTION 14.10 - Incorporation of Exhibits: All exhibits and documents referred to in this Agreement are intended to be and hereby are specifically made a part of this Agreement. SECTION 14.11 - Incorporation of Required Provisions: The parties shall incorporate herein by this reference all provisions lawfully required to be contained herein by any governmental body or agency. SECTION 14.12 - Successors and Assigns Bound: This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the parties hereto where permitted by this Agreement. SECTION 14.13-Right to Amend: In the event that the Federal Aviation Administration or its successors requires modifications or changes in this Agreement as a condition precedent to the granting of funds forthe improvement of the Airport, or otherwise,Concessionaire agrees 34 to consent to such amendments, modifications, revisions, supplements, or deletions of any of the terms, conditions, or requirement of this Agreement as may be reasonably required. SECTION 14.14 - Time of Essence: Time is of the essence of this Agreement. SECTION 14.15 - Force Majeure: Neither party hereto shall be liable to the other for any failure, delay, interruption in performance of any of the terms, covenants, or conditions of this Agreement in relation to construction obligations where such is due to causes beyond the control of that party including, without limitation, strikes, boycotts, labor disputes, embargoes, act of God, acts of the public enemy, acts of superior governmental authority, weather conditions, floods, riots, rebellion, sabotage, or any other circumstances for which party is not responsible or which is not in its own power to control provided; however, that nothing in this SECTION is intended or shall be construed to abate, postpone, or in any respect diminish Concessionaire's obligations to make any payments due to the City pursuant to this Agreement. SECTION 14.16 - Subordination to Bond Resolution: The Agreement and all rights granted to the Concessionaire hereunder shall be expressly subordinated and subject to the lien and provisions of any pledge, transfer, hypothecation or assignment made by the City in any bond ordinance for the Airport or the Airport system of the City. In the event of any conflict between the terms of the Agreement and the terms or the bond ordinance, said conflict shall be resolved in favor of the bond ordinance, City does not know of any conflicts that currently exist. SECTION 14.17 - Gender: Words of any gender used in the Agreement shall be held and construed to include any other gender and words in the singular number shall be held to include the plural, unless the contest otherwise requires. SECTION 14.18 - No Light or Air Easement: The reduction or elimination or Concessionaire's light, air, or view will not affect Concessionaire's liability under this Agreement, nor will it create any liability under this Agreement, not will it create any liability of the City to Concessionaire. SECTION 14.19 - Attorney's Fees: If any suit or action is instituted under this Agreement's prevailing party in said action shall be entitled to recover its attorneys'fees, as the court may adjudge reasonable, incurred as a result of said action. SECTION 14.20-Amendment: No amendment, modification, or alteration of the terms of this Agreement shall be binding unless the same be in writing, dated subsequent to the date hereof, and daily executed by the parties hereto. SECTION 14.21 - Relationship of Parties: Nothing contained herein shall be deemed or construed to the parties to hereto or by any third party, as creating the relationship of principal agents any third party, as creating the relationship of principal and agent, partners, joint ventures, or any other similar such relationship between the parties hereto. It is understood that agreed that neither the method of computation of fees not any other provision contained herein, nor any acts of the parties hereto creates a relationship other than the relationship of the City and Concessionaire. 35 SECTION 14.22 - Entire Agreement: It is understood and agreed that this Agreement (including all exhibits and documents incorporated by reference) constitutes the entire agreement between the parties hereto relating to the subject matter hereof any be amended only in writing, edited by duly authorized representative of the part to be bound. Corporate Authority. The persons executing this Agreement on behalf of the parties hereto warrant that(i)such party is duly organized and existing, (ii)they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. 36 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first written above. ATTEST: CITY OF PALM SPRINGS n a municipal corporation 13( City Clem City M na , APPROVED AS TO FORM: City Atfona& W CONCESSIONAIRE: Avis Rent A Car System, Inc. Corporation (NOTARIZED) By: / 0� ✓ — Signature Print Name an Title ('I �I � (NOTARIZED) By: .�1r 'L Signature David E. Stark _ Asst. Secretary Print Name and Title Mailing Address: 900 Old Country Road Garden City, NY 11530 (Corporations require two signatures; one from each of the following: A. Chairman of Board, President, any vice President; AND B. Secretary, Assistant Secretary, Treasurer, Assistant Treasurer, or Chief Financial Officer.) End of Signatures 37 �� V�5b STATE OF NEW YORK ) ss: COUNTY OF NASSAU ) On the 11th day of January, 2001 before me, personally came Robert Bouta and David E. Stark to me known, who being by me duly sworn, did depose and say that they are the Vice President and Assistant Secretary of Avis Rent A Car System, Inc., the corporation described in and which executed the foregoing instrument; that they know the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said corporation, and that they signed their names thereto by like order. Notary Public My Commission expires: 8/31/02 ads ea�ali t,Oix"O Ala 1 ' ,'. 1 1 d ao aw a podil� 1 �dc��d9 d0A aua 04 staPPo a�4�5ene agioeqs o0v 001,1"'30w �u)VIOL a echo au?M _-aj o Saoeds 46 0 luaaaV b Sao Pysei aie£tb PoeIra c. g31150Ui�U£6VZ8V48V��sil�'gL4� u,�9t�SL�aL����� 4L4 ��. ����.. 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Lot 7 Sgwr Footage "A' "'•' f 1 77.191 2 72.326 1 1 72.921 4 46,474 5 46.434 ...w e w� J t 1 ncr,.t ,�a� C/j/1,C L74NE, w'l M' 1 65 4 .,c"VzrA ZMPL _-7 _iF74RfL LYRpi` 5-�1-��— .4!'wo AO CITY OF PALM SPRINGS REAL mope 7Y Ot�YfSpI R KMO/W <v ,L.--S�7 PROPERTY PLAT �J D'�+E a.e��ets tic rt ue�uisr AIRPORT LEASE PROPERTY roam rn rxc n E 1n wjo acoar: M ORt W t AKEr MCl SECTION I3 T.4 S. R4E. S.8.8.a M. Ece Z 4r Z ACORD DATE(MM/DDlYY) CERTIFICATOOF LIABILITY INSURA E Revised 09/19/2000 PRODUCER Serial# 500926 THIS CERTIFICATE IS ASSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE Aon Risk Services,Inc.of New York HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR Two World Trade Center ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. New York, N.Y.10048 COMPANIES AFFORDING COVERAGE Fax(212)479-3264 COMPANY CONTINENTAL CASUALTY COMPANY INSURED COMPANY B AMERICAN CASUALTY COMPANY AVIS GROUP HOLDINGS, INC.&ITS SUBSIDIARIES --- - - --- -- - - INCLUDING AVIS RENT A CAR SYSTEM, INC. COMPANY WORLD HEADQUARTERS C P.O. BOX 201 GARDEN CITY, NY 11530 COMPANY D COVERAGES THIS IS TO CERTIFY THATTHE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED,NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED B Y THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES,LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS CO POLICY EFFECTIVE POLICY EXPIRATION LIMITS LTR TYPE OF INSURANCE POLICY NUMBER DATE(MMIODIW) DATE(MMIDD/YY) GENERAL LIABILITY GENERAL AGGREGi S COMMERCIAL GENERAL LIABILITY PRODUCTS-COMPIOPAGG !$ - CLAIMS MADE El OCCUR PERSONAL&ADV INJURY IS - - IOWNER'S&CONTRACTOR'S PROT EACH OCCURRENCE $ FIRE DAMAGE (Any one fire) $ - VIED EXP (Any one person) 1 5 AUTOMOBILE LIABILITY I�ANY AUTO COMBINED SINGLE LIMIT $ ALL OWNED AUTOS BODILY INJURY SCHEDULED AUTOS (Per person) - -HIRED AUTOS BODILY INJURY S li NON-OWNEDAUTOS (Peracoldenq HPROPERTY DAMAGE �i$ GARAGE LIABILITY AUTO ONLY-EAACCIDENT �$ M ANY AUTO - OTHER THAN AUTO ONLY EACH ACCIDENT IS AGGREGATE $ EXCESS LIABILITY EACH OCCURRENCE $ UMBRELLA FORM (AGGREGATE IIL& - OTHER THAN UMBRELLA FORM I$ B WORKER'S COMPENSATION AND 1 X II,TORY LAI. 1OEa- _ WC 247903534 12/31/2000 12/31/2001 _ �_ I__ - A EMPLOYERS'LIABILITV IA/C247903534 EL EACH ACCIDENT $ 1,000,000 THE PROPRIETOR/ WINCE EL DISEASE-POLICY LIMIT $ 1,060,000 PARTNERSIEXECUTIVE OFFICERS ARE EXCL EL DISEASE-EA EMPLOYEE [$ 1,001),I)UU OTHER DESCRIPTION OF OPERATIONSILOCATIONSNEHICLES/SPECIAL ITEMS AVIS OPERATIONS AT PALM SPRINGS MUNICIPAL AIRPORT, PALM SPRINGS,CA CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE CITY CLERK EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILLMNIII 4C17i2G'ffi MAIL CITY OF PALM SPRINGS 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, P O. BOX 2743 BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY PALM SPRINGS,CA 92263-2743 OF ANY KIND UPON THE COMPANY, ITS AGENTS OR REPRESENTATIVES. A TU, HORIZED REPRESENTATIVE OF AON RISK SERVICES,INC OF NY ACORD 25-S(1195) �j ©ACORD CORPORATION 1988 P'\CHOICES\NEW VERSIOWCERTIFICATESVAVIS LIABILITY-25S-2000 FPS .� DATE(MM/DD/YY) PRODUCER RACORDM CERTIFICA*-OF LIABILITY ISINSURAWE CERTIFICATE IS D AS AMATTER OF INFORMATION Serial# 387 PA7 ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE Aon Risk Services,Inc.of Ne HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR Two World Trade Center R�' 0.k�� ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. New York,N.Y.10048 A COMPANIES AFFORDING COVERAGE ✓pp a -- -- Y �7 'RI COMPANY Fax(212)479-3264 � r(r✓J rr�,�y A ILLINOIS NATIONAL INSURANCE COMPANY INSURED ;" COMPANY B ZURICH INSURANCE COMPANY AVIS GROUP HOLDINGS, INC. . I-IYARIES - - --- - AVIS RENT A CAR SYSTEM, INC. COMPANY WORLD HEADQUARTERS, P.O.BOX 201 C GARDEN CITY, NY 11530 COMPANY D COVERAGES THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED,NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED B Y THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES,LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS OLICY EFFECTIVE POLICY EXPIRATION LIMITS coLTR TYPE OF INSURANCE POLICY NUMBER DATE(MMIDDrfY) DATE(MMIDD/YY) �GENERAL LIABILITY GENERALACGREGATE S I+COMMERCIAL GENERAL LIABILITY (PRODUCTS-COMP/OPAGG i$ CLAIMS MADE ��OCCUR PERSONAL&ADV INJURY 1$ _ I—�OWNER'S&CONTRACTOR'S PROT EACH OCCURRENCE �I Is FIRE DAMAGE (Any one fre) 3 MED EXP (Any one person) $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT— $ ANY AUTO ALL OWNED AUTOS BODILY INJURY SCHEDULED AUTOS (Per person) HIRED AUTOS BODILY INJURY $ I� NON-OWNEDAUTOS (Per accident) PROPERTY DAMAGE $ GARAGE LIABILITY AUTO ONLY-EAACCIDENT $ ANY AUTO OTHER THAN AUTO ONLY - EACH ACCIDENT $ AGGREGATE $ A rEXCESS LIABILITY 'BE3574277 12/31/2000 12/31/2001 EACH OCCURRENCE $ 5,000,000 B UMBRELLA FORM AGGREGATE ]$ 5,000,000 X , OTHER THAN UMBRELLA FORM AE08238926-06 WORKER'S COMPENSATION AND _ TO_RY LIMITS ICED EMPLOYERS'LIABILITY LL_�' EACH ACCIDENT $— THEPROPRIETORI INCL EL DISEASE-POLICY LIMIT_($ PARTNERSIEXECUTIVE OFFICERS ARE: �EXCL ELDISEASE-EA EMPLOYEE S OTHER ICI I III i DESCRIPTION OF OPERATIONSILOCATIONSN HICLESISPECIAL ITEMS CITY OF PALM SPRINGS, PALM SPRINGS MUNICIPAL AIRPORT IS INCLUDED AS AN ADDITIONAL INSURED AS RESPECTS LIABILITY FOR USE OF PREMISES LEASED TO THE NAMED INSURED. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE PALM SPRINGS MUNICIPAL AIRPORT EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL ENDEAVOR TO MAIL TRANSPORTATION DEPARTMENT 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, PALM SPRINGS, CA 92262 BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE COMPANY, ITS AGENTS OR REPRESENTATIVES. A Tly HORIZED REP EBENTATTIIVVE OF AON RISK SERVICES,INC OF NY ACORD 25-S(1/95) ©ACORD CORPORATION 1988 P-\CHOICES\NEW VERSIONICERTIFICATFMAVIS 25S-2000 FPS