HomeMy WebLinkAbout03607 - TEAM RENTAL CAR BUDGET AIRPORT CAR RENTAL CONCESSION R 18738 PALM se City of Palm Springs
Office of the City Clerk
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• MEMORANDUM
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Date: March 31, 2003
To: Airport
From: City Clerk
AGREEMENT#3607—Team Rent A Car (Budget)
Please let us know the status of the above agreement, and if it may be closed.
Termination Date of Agreement: 12-31-00
STATUS:
COMPLETED:
REMAIN OPEN UNTIL:
Date & Initials
CLOSE AGR % % ✓ — J
Signat,Gre
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PLEASE RETURN TO THE OFFICE OF THE CITY CLERK
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Team Rental of So Calif, Inc.
(formerly Budget)-Non-Exclus
Oper & Lease Agr
AGREEMENT #3607
Res 18738, 11-15-95
NON-EXCLUSIVE OPERATING AND LEASE AGREEME,.,,, :,,,,T- - ----
BETWEEN THE CITY OF PALM SPRINGS
AND
TEAM RENTAL OF SOUTHERN CALIFORNIA, INC.
FOR THE OPERATION OF A
CAR RENTAL CONCESSION AT
PALM SPRINGS REGIONAL AIRPORT
THIS NON-EXCLUSIVE OPERATING AND LEASE AGREEMENT ("Agreement"), made and
entered into this L day oV )j,,,_4 , 199 by and between the CITY OF PALM
SPRINGS, a municipal corporation (hereinafter referred to as "City"),
and TEAM RENTAL OF SOUTHERN CALIFORNIA, INC. (hereinafterreferredtoas
"Concessionaire") having its usual place of business at the Palm Springs Regional Airport,
3400 E. Tahquitz Canyon Way, Palm Springs, California 92262, and a permanent mailing
address at130 West Central, Santa Ana, CA 92707
WITNESSETH :
WHEREAS, the City owns and operates the Palm Springs Regional 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:
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 Regional 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, 1996, and terminate on December 31, 2000.
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 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 six (6) 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.
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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 4
consisting of 324 square feet, which Customer Service Counter Space is depicted on Exhibit
C„
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 of Customer Service 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: (11 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
Concessionaire Maintenance and Service Facility Space No. 4 consisting of approximately
46,434 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 for the 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 additional automobiles awaiting customer rental.
SECTION 3.3.4 - Maintenance and Service Facility Space, The Maintenance and
Service Facility Space shall be used for the 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
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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 MGHTS, PCRIVlLEGES AND
®I3LIGvATlONS OF COHCESSIOMARE
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:
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.
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:
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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
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 within thirty (30) days of the date Concessionaire receives
notice of such more favorable provision, 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 and pay a 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 a week 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
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.
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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 he 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 he final.
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.
SECTION 4.5.1 1 . 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
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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, or the 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. 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 at 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 69011 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 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; (li) 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.
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 or will 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
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received by Concessionaire or given by Concessionaire with respect to the Underground
Storage Tani<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 Tanl< System pursuant to Code SECTION 25295. In addition,
Concessionaire shall notify City of any 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 tanl(tester licensed by the State Water Resources Control
Board pursuant to Code SECTION 25284.4 and shall deliver to City a copy of the report
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 damage to the Designated Premises substantially 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 - ELATES, 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
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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
Minimum Annual Guarantee shall be equal to_ u _ d Forty Four
Doll ars-aid-tt��ii /mbAVddd ($279,944. 901. For each subsequent Agreement Year of the
term, the miimum nnual 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 tile
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
Eight Thousand One Hundred Sixty Seven Dollars and Ninety Two Cents bdlfdrl�
1$8, 167. 92 ),
SECTION 5.1.5 Ready/Return Space Fee. Concessionaire shall pay the City an annual
f a a for each Ready/Return Space in an amount equal to
Forty Fnur Dollars and Fi ft Three Gpnts Dollars ($ 44. 53 1 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�nty Thousand Eight Hundred Ninety Five Dollars and Dollars
Twenty Four Cents
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 all
automobile 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
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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 similar taxes 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 or taxes 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 Viability 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. 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.
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
10
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 Vocation outside of the Coachella Valley 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 five 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 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 two 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 by the 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. Keep a log (paper, computer, or otherwise), which maintains a
complete inventory of all automobiles located at the Airport, whether part of Concessionaire's
Airport fleet or part of an inner-city or outside city fleet. Said inventory shall identify
automobile by make, style, and license number and identify the automobile date of entry to
and date of removal from the Airport.
SECTION 5.3.8. Establish and maintain for its car rental concession activities under
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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.
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 and Annual Statement of Gross Revenues
with Percentage Fee Computation summarizing grows 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 (1 Oth)
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 rninimum payment for the 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
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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 elate to the date of payment at the City's then current
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 suffer to be made, any
alterations, improvements, or changes to the Designated Premises, or any part thereof, or
install any equipment, fixtures, furnishings or tenant 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 or tenant 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 tenant
finishes, 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
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
13
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 Voss 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.
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 new Agreement 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,
14
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.
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
15
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 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 7.1 '1 .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
16
i
Concessionaire, its employees, agents, servants, or licensees, the City shall have the right,
after reasonable written notice, to make such repairs on behalf of Concessionaire within ten
days following demand by the City for said payment at the 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 Vill - INDEE0f NiTY, 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
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
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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.
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 W 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
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
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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.
SECTION 8.2.6. Concessionaire shall have the right to self-insure the items specified
in Sections 8.2.1, 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, including, but not limited to, providing city audited financial statements on an
annula basis.
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 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 for the 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 thirty 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
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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 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 prior to said damage or destruction, 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 either to repair the
damages as aforesaid, or to cancel this Agreement by written notice of cancellation given to
Concessionaire within ninety (90) days after the 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
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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 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 1 1 .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 abandonment of 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 sixty 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 sixty days is required to perform the obligation, City shall not be deemed to be in
default if City commences performance within said sixty 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 three (3) 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
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
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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 or which in the ordinary course of things would be likely to result
therefrom.
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
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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. Failure of City to
terminate this Agreement shall not prevent City from later terminating this Agreement or
constitute a waiver of City's right to do so. 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,
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.
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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-
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.
SECTION 1 2.1 .1 3. 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.
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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
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. 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. 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.
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 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
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SECTION 14.1 - Assignment of Agreement: Concessionaire shall not assign or transfer 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
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
26
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 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.'I 3 - 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
G
27
to the granting of funds for the improvement of the Airport, or otherwise, Concessionaire
agrees 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.
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.
28
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year first written above.
ATTEST: CIT OF PALM SPRING
a mu ci orat'
By. By:
City Clerk City nager
(Concess or.1 ire RENTAL REN TAL F SO. CLAIF, INC.
By:
Its:
�� aJ �� F rr erC tit
By:
Its:
APPROVED AS TO FORM
City Attorhey :gym . ? ✓Y_ 1g a r,-.nN f !I•t,'y°, .0 more
29
REG10%
p1FtPGRt
G5 Ft
PALM SPRt vtv RETURN t'Gt
REA
r
1
.� erye
COTE". So?he pePactme� oa��a°�.
� BAGGAGB G�A�M
EXHIBIT B
OVERFLOW PARKING
\
o'
EXHIBIT C
CUSTOMER SERVICE COUNTER
/j ;
i
w 9 I 1
B
go
go
LJ
1 1
1 1
I
' 2
1 1 1
1 1 ,
1
1 1
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1
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4
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EXHIBIT D
MAINTENANCE/SERVICE FACILITY
Lot I Square Footage ^n "^'•t Er
1 77,231
2 72.726 u I V
J 72.921
4 46,474
5 46,434
...m
b ~
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1
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CITY OF PALM SPRINGS
REAL PROPERTY DIVISION
en' PROPERTY PLAT Q
4
fiPUE a eLEvns PEK of " smoO LST
AIRPORT LEASE PROPERTY oesa nn sca c FILE Na
w.7o r•ax�'
OEOIEI' en o.t Na: SKEr Na
SECTION 13 T.4S. R.4E. S.13.13.8 M. EGe 2 ,, 2
310-273-4734 BRRC SO. CALIF. 14G P02 SEP 22 195 13:07
I ,
September 21, 1995
Mr. Allen Smoot
Director of Aviation
Palm Springs Regional Airport
'.,. 3400 East Tahquitz-Canyon Way
Palm Springs, Ca!ifornia 92262
Re: Non-Exclusive Operating Agreement between the City of Palm Springs
and Budget Rent a Car of Southern California for the Operation of a Car
Rental Concession at Palm Springs Regional Airport dated January 1,
1991, and Supplemental Space Lease Agreement dated March 1, 1992,
e
and Maintenance and Service Facilities Lease dated January 1, 1991,
(including any amendments, extensions, or options, collectively the
"Agreement")
Dear Me, Smoot:
Pursuant to a proposed agreement among Team Rental Group, Inc. ("Team"),
Team Rental of Southern California, Inc. ("TRSC"), TIRAC-OPCO, Inc, ("OPCO") and
Budget Rent a Car of Southern California("SOCAL"), OPCO will be merged with and
into TRSC, a subsidiary of'Team (the "Merger"). SOCAL, the shareholder of OPCO,
will transfer all of the issued and outstanding stock of OPCO to Team and TRSC in
exchange for Team Stock.
Pursuant to the Merger, OPCO will assign all of its right, title and interest in, to
and under the Agreement to TRSC and TRSC will assume OPCO's obligations under
the Agreement. OPCO's guarantors will not be released from any of their obligations as
a result of the Merger and all security arrangements and guaranties, including letters of
vm.0,i 'e�'a;, ', credit, will remain in full force and effect and will not be affected by the Merger.
1'le�t ,a 'ai of Suutl�em,C�btoSiUa�`' We hereby request your consent to the Merger and the assignment of the
Agreement from OPCO to TRSC. Please execute where indicated below to evidence
our consent to such assignment.
QtluFi.� n p.:•,•,r...
An,tide�yei�8pixc.`''
6u�vpar'Syscem . ,
WGfnsee
310-273-4734 BRAC SO. CALIF. 146 P03 SEP 22 195 13:08
September 21, 1995
Page 2
As the merger is expected to close on or about September 30, 1995, we would
appreciate receiving your earliest response. Please fax An executed copy of this letter to
(310) 273-4734, directed to my attention, returning the original executed letter by mail.
The agreements and consents expressed in this letter shall be effective as of, but not until,
the closing of the merger. TRSC shall give prompt notice thereafter of the closing, If
you have any questions, please do not hesitate to contact me or Alan Liker at (310) 278-
1021.
Thank you in advance for your cooperation.
Very truly yours,
BUDGET RENT,A CAR OF
SOUTHERN Ct IFORNIA
1
Jeff Mirjnn, President
ACKNOWLEDGED AND CONSENTED TO:
PALM SPRINGS REGIONAL AIRPORT
By: _ Dated:
Name:
Title:
46501.1
i
MAY-24-1995 13:16 FR& LIPPR INSURANCE SERVICES TO 16193224308 P.01
�+■�r�Ny ' �`„ DATE 23/9I £
xx ■■�„�i��,:� tr.l.. as, � r � ;� 05/23/95 S
P1000CEN x.., t rl ,U•J Mfl'. I 11. ..; , A d.!ji .I,J a• 1:
THIS CERTIFICATE IS ISSUED AS A!MATTER OF INFORMATION
Lippa Insurance Services, Inc. ONLY AND CONFERS NO RIGHT$ UPON THE CERTIFICATE
HOLDER. THIS CERTIFICATE DOES NOT AMEND, ESCTEND OR
30100 Town Center Dr. #0-212 ALTER THE COVERAGE AFFORDED1 BY THE POLICIES BELOW.
Laguna Niguel, Ca. 92677="" ��"�� COMPANIES AFFORDIN'GCOVERAGE
(714) 363-1216 �:, cOLwANY
A Transamerica Insurance Company
IxAUPEO y - 't' 't Brae COMPANY
ce, Inc. RGeneral Security Insurance Company
dba. Budget Rent A Car 6d Truck COWAW
130 W. Central Ave. C California Compensation Ins. Compaw,
Santa Ana, Ca. 92707 COMPANY
D
. <fIY'a xbla a d'te ) e
,.r, t. .'s. • r,.,.ra>ka: ,.I3ai, > ,«".n.sa>8 a&,Sk:fSSf:Y,. 4 .,, „jETy�. ,? I �"
THIS 19 TO CERTIFY THATT HE POLICICE Or INSURANCE LISTED BELOW HAVE BEEN 1s5UED TO THE INSURED NAMED ABOVE FOR THE POLICY PCRIOD
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 BY THE POLICIES DESCRIBED HEREIN 15'SUBJEOr TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES,LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
LT°1 'fYPEOFINSURANCE POWYNUYBER MlE(NP0LCfm/OGYYI (M�M/IDATIW DMITS
OMEPALLML17Y 'aENePUA[{GRECArE S 2D000Q'
A OOMMERGALOENEBALUABIUTf 00$70205 09/01/94 09/01/95 1 PRDDuGTS�PIQPADG S nt T
GLAIMSMACKMM R PEPSONAL&AOVNJURY S 100000
OWNM`S ,CONTWTCRSPROT P1CHOGGN4RENCE 100000
Broad Form End FIREDAMASi WVowfim) S 000'
HIED EXP(ArR'one p..) IS 5 Q i
AIRONONI6N 16TY
A A AwAuTO #31915986 09/01/94 09/01/95 COMENEDGINSIEUMfT $ 100000I
AU.OWNEDAUTOS BODILY INJURY
S
SGHEDULEDAVTD& (Per person)
HIREDAUIC6 NDDRY INJUPrY
NON NEDALTCS (PorxadtrMi S
-0
PRDPERTY DAMAGE S
GARAGE LIABRITY AUTO ONLY SEA AOCIDENT 8
ANYAITO OTHEATIUNADMMLY.
_ EACH AOUDENT i
AGGREGATE $
EXOMS LIABILITP EACH OCC'U MNCE S 0 Q
B UMBRS AFDRM #UB60060 09/01/94 09/01/95 AGGREGATE] S D0m
OTHER THAN UMBRELLA FORM S
WORNENN CONPENS MX AND X 6TAlUTbRf IWITG a" �
C ENPLOVERS�LIJr1IIm #W955118205 05/01/95 05/01/96 EADH AC=ENT S/� 1D
THERROPRIETOW INOL DISEASE•PCUcrLIMIT ! 100000,
PARTNEF&EXECUTNE D Q Q Q Q,
°FF� ARE: X E=L OIBEASE•E4QH EMPLOYEE $
OTHM
A Property Ins, #30870205 09/01/94 09/01/95 Limits on file W/ Ins.
(Epee. Form / Company, subject- t-n
Replace. Cost) $1, 00b Deductible.
DENCRIPi1pN OFOPEW1T70N3/LOCATIOIV6NEHIC(EEfSPECALRENS '
Certificate Holder is hereby added to the above General Liability policy
as an additional insured with respects to the premises leasedto the above
named insured.
... . MON go.
1 uw ANY OF THE AUOVE D%MSED Potmi 4 EE CANCELLED Boom THE
ERPIRATION DATE THETIEOF, THE IUGUING CDNPAHY WILL ENDEAVOR TO NNL
City of Palm Spring's .3 H DAYS TIEN NDOCE TO THE CE RGATE HOLDER NAMED TO TM
Ms. Catherine Wilson eNT FAI W NNL SUCH NOT"s IMPOSE NO 0BUMT10N OR uhI w
3400 T,' . Tahquitz Canyon of HIND U ITS AGENTS OR RETRWEKTATNES.
Palm Springs, CA 92262 A N REF NT
- TOTAL P.01
L64,
,�/)
acoRv,. CERTIFICA OF LIABILITY INSU C DP ID $ DATE(MM/DDIYY1
GE-3 O1/08/02
PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
Wachovia Insurance Services ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
DavisBaldwin Division HOLDER.THIS CERTIFICATE DOES NOT AMEND,EXTEND OR
P.O. Box 25277 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
Tampa FL 33622
Phone: 813-287-1936 Fax:813-282-1020 INSURERS AFFORDING COVERAGE
NSURED INSURER A Evanston Insurance Co.
BUDGET GROUP, INC. , and its INSURERS Continental Casualty Company-
Suite
subsidiaries
210 INSURER America Cas. Co. of Reading PA.
125 Basin Street INSURER D. Transportation Insurance Co., -,
Daytona Beach FL 32114
INSURER General Star Indemnity
COVERAGES
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 BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH
POLICIES.AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS,
NSR TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION LIMITS
LTR DATE MMIDDIYV DATE MMIDDIYV
GENERAL LIABILITY EACH OCCURRENCE s2,000,000
A X COMMERCIAL GENERAL LIABILITY OJGLP1005006 10/01/01 10/01/02 FIRE DAMAGE(Anycnefire) $ 50,000
CLAIMS MADE D ODOUR MED EXP(Any one person) $
B IXG378819 10/01/01 10/01/02 PERSONAL B AOV INJURY $
GENERAL AGGREGATE $ 2,000,000
GETL AGGREGATE LIMIT APPLIES PER PRODUCTS-COMP/OP AGO $ 2,000,000
POLICY F7
PRO-
JECT X LOC
AUTOMOBILE LIABILITY COMBINED SINGLE-LIMIT
B X ANY AUTO BUA 247892468 10/01/01 10/01/02 (Ea accident) $ 2,000,000
ALL OWNED AUTOS RDX247892549 BODILY INJURY $
SCHEDULED AUTOS (Per person)
HIRED AUTOS
BODILY INJURY $
NON-OWNED AUTOS (Per accident)
PROPERTY DAMAGE $
(Peracadent)
GARAGE LIABILITY AUTO ONLY-EA ACCIDENT 9
B X ANY AUTO GAR247892471 10/01/01 10/01/02 OTHER THAN EA ACC S 1,000,000
AUTO ONLY ADS S5,000,000
EXCESS LIABILITY EACH OCCURRENCE S
OCCUR CLAIMS MADE AGGREGATE $
S
DEDUCTIBLE $
RETENTION $ $
WORKERS COMPENSATION AND_ C - H-
- -_ _ X__TORY LIM!LS__ EP.
D EMPLOYERS'LIABILITY WC247892390 10/01/01 10/01/02 EL EACH ACCIDENT $2,000,000
C WC247892406 10/01/01 10/01/02 EL DISEASE-EA EMPLOYEE $2,000,000
EL DISEASE-POLICY LIMIT $ 2,000,000
OTHER
DESCRIPTION OF OPERATIONSILOCATIONSNEHICLESIEXCLUSIONS ADDED BY ENDORSEMENTISPECIAL PROVISIONS
re: 306 Airport Car Rental Concession A3607
CERTIFICATE HOLDER N I ADDITIONAL INSURED;INSURER LETTER: CANCELLATION
CITY OF SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION
City of Palm Springs DATE THEREOF,THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN
City Clerk, City of Palm Sprigs NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT,BUT FAILURE TO DO SO SHALL
Patricia A Sanders IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER,ITS AGENTS OR
3200 Tahquitz Canyon Way
Palm Springs CA 92262 REPRESENTATIVES.
AUTHORR EPRE ATI
ACORD 25-S(7/97) D CORPORATION 1988
1.
CERTIFICATE OF LI LITY INSURANCE Da12/27/2002 i
----- �_ � � 12/27/2002
PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND
CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE
AON RISK SERVICES,INC. OF NY DOES NOT AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE
685 THIRD AVENUE POLICIES BELOW.
NEW YORK,NY 10017 COMPANIES AFFORDING COVERAGE
TEL: (212)-792-5138 —
COMPANYA CONTINENTAL CASUALTY COMPANY '
INSURED COMPANY B AMERICAN HOME ASSURANCE COMPANY
1
BUDGET RENT A CAR SYSTEM, INC. COMPANY LANCER INSURANCE COMPANY 03
C/O CENDANT CORPORATION COMPANY L)
ONE CAMPUS DRIVE, 3RD FL.PARSIPPANY, NJ 07054 COMPANY E AMERICAN CASUALTY COMPANY OF READING;PA
COMPANY F TRANSPORTATION INSURANCE COMPANY
COMPANY G
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 BY 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 TYPE OF INSURANCE -POLICY NUMBER. POLICY EFFECTIVE POLICY EXPIRATION LIMITS
CTR DATE(MMIDO/YYYY) DATE(MM/DD/YYYY)
GENERAL LIABILITY General Aggregate $2,000,000
A GLOD160319D 12/31/2002 7/1/2003 Products-Comp/OP Agg $1,000,000
X Commercial General Liability
Claims Made 1XI Occur Personal Injury $1,000,000
Owners&Contractor's Prot Each Occurrence $1,000,000
Fire Damage(Any one Fire) $1,000,000
Med Exp(Any one person) $0
A AUTO MOBILE LIABILITY BUA001700865 12/31/2002 07/01/2003 Combined Single Limit $1,000,000
B X Any Auto CA5273735/6 10/01/2002 10/01/2003
C X All Owned Autos RAC10160#5 10/01/2002 10/01/2003 Bodily Injury(Per person)
C X Scheduled Autos RAC10074#6 10/01/2002 10/01/2003
C X Hired Autos RAC100110#6 10/01/2002 10/01/2003 Bodily Injury(Per accident)
X Non-Owned Autos
Property Damage
GARAGE LIABILITY Auto Only-EA Accident $1,0OQ000
A X Any Auto GAR002521764 12/31/2002 7/1/2003 other than Auto Only-EA Acc.
Other than Auto Only-Agg. $2,000,000
EXCESS LIABILITY Each Occurrence $4,000,000
AX Umbrella Form CUP249181009 9/1/2002 6/1/2003
- _�_Other than Umbrella Form-
E WORKERS COMPENSATION AND WC 251913995 7/1/2002 7/1/2003 � Statutory Limils
EMPLOYERS LIABILITY RETRO
F WC 2511914001 DED 7/1/2002 7/1/2003 Each Accident $1,000,000
Disease-Palmy Limit $1,000,000
Disease-Each Employee $1,000,000
Other
Each Occurrence
DESCRIPTION OF OPERATIONS/LOCATIONSNEHICLES/SPECIAL ITEMS
RE:306 AIRPORT CAR RENTAL CONCESSION A3607 -
CERTIFICATE HOLDER CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE
CITY OF PALM SPRINGS EXPIRATION DATETHEREOF,THE ISSUING COMPANY WILL MAIL 30 DAYS WRITTEN NOTICE
CITY CLERK, CITY OF PALM SPRINGS TO THE CERTIFICATE HOLDER NAMED TO THE LEFT.
PATRICIA A SANDERS
3200 TAHQUITZ CANYON WAY AUTHORIZED REPRESENTATIVE 209
PALM SPRINGS, CA 92262 USA