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09/18/2018 06H Airport Car Rental Agreement with Hertz Corporation dba Hertz Rent-A-Car1 BUSINESS OF THE CITY COUNCIL YAKIMA, WASHINGTON AGENDA STATEMENT Item No. 6.H. For Meeting of: September 18, 2018 ITEM TITLE: Resolution authorizing Rent-A-Car agreement between the Yakima Air Terminal -McAllister Field and The Hertz Corporation dba Hertz Rent-A-Car SUBMITTED BY: Robert K. Peterson, Airport Director, 509-575-6149 SUMMARY EXPLANATION: The Yakima Air Terminal -McAllister Field has various concessions/businesses that operate inside the airport terminal to provide passengers and the surrounding community with a range of services. The airport currently has two Rent-A-Car concessions which provide passengers with rental options for vehicles, trucks, and moving vans. In order to provide these services the Rent-A-Car concessions lease parking lots, a ticket counter located in the main terminal adjacent to baggage claim and office space located in the terminal to manage their operations. Leases with the Rent -A -Cars are 5 year agreements to assure consistency for passengers traveling through airport facilities. Traditionally, commercial services airports the Rent-A-Car concessions are one of the top revenue generators as they support both arriving passengers and the surrounding community. These revenues are collected from the following sources: • Square foot lease for ticket counter space • Concession Fees - 10% of the Gross Revenues • Square foot lease for parking lots located East of the main terminal • Overflow parking adjacent to the airport administration building ITEM BUDGETED: Yes STRATEGIC PRIORITY: Economic Development APPROVED FOR SUBMITTAL: City Manager STAFF RECOMMENDATION: Adopt Resolution BOARD/COMMITTEE RECOMMENDATION: ATTACHMENTS: Description Upload Date 0 Resolution 8/29/2018 D Agreement 8/30/2018 Type Resc ution ac 2 3 RESOLUTION NO. R -2018 - RESOLUTION authorizing the City Manager to execute a Car Rental Agreement with The Hertz Corporation dba Hertz Rent-A-Car. WHEREAS, the City owns and operates Yakima Air Terminal -McAllister Field in accordance with applicable Federal, State and Local regulations; and WHEREAS, the airport has property available for lease within parcel number 181335-24018, which property is located inside the main terminal building located at 2300 West Washington Avenue; and WHEREAS, the Yakima Air Terminal -McAllister Field advertised the need for Rent-A-Car concessions under a competitive bidding process and received three bids that were thoroughly evaluated by a selection committee; and WHEREAS, the selection committee has identified The Hertz Corporation dba Hertz Rent-A-Car as one of the potential Rent-A-Car companies that will furnish efficient, first-class rental car service while meeting the demands of the Yakima Air Terminal -McAllister Field and travelers coming to the Yakima Valley; and WHEREAS, the City of Yakima and The Hertz Corporation dba Hertz Rent-A-Car have negotiated a lease that includes a license to occupy and operate a Rent-A-Car company within the air terminal, thereby providing the Yakima Air Terminal -McAllister Field passengers and the Yakima Valley with reliable Rent-A-Car service, all of which is set forth in the "Car Rental Lease Agreement" attached hereto and incorporated herein by this reference; and WHEREAS, the City Council has determined that approval of the attached lease agreement is in the best interests of the City of Yakima and will promote the purposes of the Yakima Air Terminal - McAllister Field; now, therefore BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA: The City Manager is hereby authorized and directed to execute and administer the attached and incorporated Car Rental Lease Agreement with The Hertz Corporation dba Hertz Rent-A-Car for the lease of Yakima Air Terminal -McAllister Field property located at 2300 West Washington Avenue in accordance with the terms set forth therein. ADOPTED BY THE CITY COUNCIL this 18th day of September, 2018. ATTEST: Kathy Coffey, Mayor Sonya Claar Tee, City Clerk 4 YAKIMA AIR TERMINAL-MCALLISTER FIELD CAR RENTAL AGREEMENT THE HERTZ CORPORATION dba HERTZ CAR RENTAL THIS AGREEMENT, executed this 1St day of October, 2018, between the YAKIMA AIR TERMINAL - McALLISTER FIELD, A department of the City of Yakima, Washington, hereinafter referred to as "LESSOR," and THE HERTZ CORPORATION dba HERTZ CAR RENTAL, a Washington corporation hereinafter referred to as "OPERATOR": WITNESSETH: WHEREAS, car rental services at the LESSOR are essential for proper ground transportation of passengers arriving at and departing from the LESSOR, NOW THEREFORE, in consideration of the concession rights granted herein and the mutual covenants and agreements hereinafter contained, the parties hereto agree, for themselves, their successors and assigns, as follows: 1. CONCESSION RIGHTS GRANTED: OPERATOR is hereby awarded a concession to operate a rental car business at the LESSOR in common with others having similar agreements with the LESSOR for the sole purpose of arranging and providing rental car services. OPERATOR shall not conduct any other business at the LESSOR without the prior written consent of the LESSOR. OPERATOR shall conduct said rental car business in a first-class manner continuously during the entire term of the Agreement. OPERATOR agrees it will not disturb the LESSOR or any other tenant, or person using the LESSOR, make or permit any disturbance or any unusual noise, vibration or other condition on or at the LESSOR. It is understood and made a specific condition of this Agreement that the OPERATOR is the holder of a license, franchise, agency agreement or other form of consent from HERTZ CAR RENTAL and shall do business at the LESSOR under the trade name and style of that company. 2. DEFINITIONS: The following terms and phrases shall have the following meanings for purposes of this Concession and Agreement: Gross Revenues shall mean cash receipts derived from the time and mileage charges, including credit transactions derived from the rental of cars in OPERATOR's car fleet when delivered to the customer at the airport or where the rental contract was entered 1 5 into at the airport even though the automobile is delivered elsewhere, whether returned to the airport or not. a. Gross Revenues shall include the following sales by Operator to its customers: 1. Vehicle rental 2. Mileage charges 3. Fuel charges 4. Drop charges 5. Tow charges 6. Protection products, such as Collision Damage Waiver (CDW), Personal Accident Insurance (PAI), Personal Effects Coverage (PEC) and Supplemental Liability Protection (SLP). b. The term "gross revenues" shall not include: 1. The amount of any federal, state or local taxes separately stated or collected by OPERATOR from its customers. 2. Any sums received from damage to cars or other properties of OPERATOR. 3. Payments for loss, conversion or abandonment of cars, or amounts paid by customers of OPERATOR as additional charges for waiver by OPERATOR of its rights to receive from customers any damages to rented cars. 4. Amounts paid by customers of OPERATOR as additional charges on one-way rentals to cover the cost of returning rented cars to the airport. 5. Sums received by reason of OPERATOR's disposal of capital assets or trade fixtures. Transaction Fee means the fees charged by the LESSOR and required to be collected by OPERATOR from its customers for each twenty-four (24) hour period or fraction thereof that a Vehicle is rented under a rental agreement, regardless of the ownership, area fleet or location assignment of the vehicle and without regard to the manner in which, or place at which, the vehicles are furnished to the customer and without regard to whether the vehicles are returned to the Airport or some other location. The transaction fee is at all times the property of the LESSOR and collected by OPERATOR as an agent in trust for the LESSOR. The LESSOR recognizes OPERATOR provides a one (1) hour grace period for customers and if exercised the OPERATOR is not required to collect an additional transaction fee from customer. Location shall mean a place where motor vehicles owned or leased by OPERATOR for commercial rental are delivered, parked, stored, fueled, washed or maintained by OPERATOR or its employees; or, where OPERATOR'S employees or officials are present to transact OPERATOR'S business and/or do transact such business; or, where OPERATOR'S logo is displayed; or that is advertised for the transaction of OPERATOR'S business; or, that is equipped for the transaction of business by an OPERATOR computer terminal, business telephone, FAX or telex; or, where commercial 2 6 rental car transactions are conducted in any manner whatsoever. The subject of this Agreement is the "LESSOR Location". Rental Car or Motor Vehicles shall mean motor vehicles designed primarily for the carriage of passengers and commonly classified as sedans, coupes, convertibles, station wagons, four-wheel drive vehicles, passenger vans, sports utility vehicles, 15 passenger vans, moving trucks. OPERATOR shall not park, store on or lease from the LESSOR premises any vehicles except motor vehicles as defined herein that it owns or leases and are properly available for rental as provided herein; except for bona fide employee vehicles. 3. PREMISES: A. COUNTER SPACE: LESSOR hereby grants to OPERATOR counter space in the LESSOR Terminal Building as that property is depicted on the drawing marked Exhibit "A" (Premises), attached hereto and by this reference made a part hereof. B. PARKING AREA — EAST OF TERMINAL: LESSOR hereby makes available to OPERATOR, in common with all other car rental tenants, the Rental Car Parking Area as that property is depicted on the drawing marked Exhibit "B" attached hereto and by this reference made a part hereof. C. OVERFLOW PARKING AREA — 2406 W Washington Ave: LESSOR hereby makes available to OPERATOR, in common with all other car rental tenants, the Overflow Rental Car Parking Area as that property is depicted on the drawing marked Exhibit "C" attached hereto and by this reference made a part hereof. 4. TERM: The term of this Agreement shall commence on October 1, 2018 and shall terminate on September 301h, 2023, unless otherwise terminated as provided for herein. 3 7 5. RENTS AND FEES: OPERATOR promises and agrees to pay the following in advance on or before the 15th day of each month. Payments shall be made to the City of Yakima, Accounts Receivable, 129 N. 2nd St, Yakima, WA 98901. Any payment past due shall accrue a delinquency charge of twelve percent (12%) per annum. 1. Counter Space — $1,020.87/Month based on square footage on the first floor terminal building as set in the rates and charges. The lease rental rate as provided for above shall be subject to review, modification and/or reset annually whenever the Rates & Charges are set/reset by City Council, and the rate per square foot shall be set at the then current first floor terminal building as published in the Rates & Charges. 2. Concession Fee — (All vehicles and non -owned trucks) - Ten percent (10%) of the gross receipts plus a state leasehold tax currently established at 12.84% of rent. 3. Car Rental Parking East of terminal based on the current commercial square foot land rate. The lease rental rate as provided for above shall be subject to review, modification and/or reset annually whenever the Rates & Charges are set/reset by City Council, and the rate per square foot shall be set at the then current first floor terminal building as published in the Rates & Charges. 4. Car Rental Overflow Parking - 15 parking spaces at a rate of $20 per vehicle parking space per month. Location outlined in Exhibit C. 5. Transaction Fee: $5.00 (Five Dollars) on each transaction plus a state leasehold tax currently established at 12.84% of rent. 6. ADDITIONAL OBLIGATIONS OF OPERATOR: The OPERATOR hereby covenants and agrees: A. To furnish prompt, efficient, first-class rental car service which is adequate to meet all reasonable demands for its operation at the LESSOR. B. That the rental cars used by the OPERATOR at the LESSOR shall be maintained, at the OPERATOR'S sole expense, in good, safe and operative order, free from known mechanical defects, and in a clean, neat and attractive condition, inside and outside. C. That the facilities and services to be provided by the OPERATOR for the purpose of providing rental car service at the LESSOR shall remain open and staffed for such periods during each day, and such days during each week, as may be necessary to meet reasonable demands for said service. At a minimum, the facilities and services provided shall be open seven (7) days per week from 8:OOam-6:OOpm. D. That the personnel performing services at the LESSOR shall be neat, clean and courteous. The OPERATOR shall not permit its agents, servants or employees to conduct business in a loud, noisy, boisterous, offensive or objectionable manner, or to solicit business at the LESSOR in any manner whatsoever except through the use of approved signs as defined in Section 13. 4 8 E. That it shall observe and comply with any and all applicable Federal, state and local laws, statutes, ordinances, regulations and standards and shall abide by and be subject to all reasonable rules and regulations which are now, or may, from time to time, be promulgated by the LESSOR concerning management, operation or use of the LESSOR. The OPERATOR shall obtain and keep in force all permits required by law for operation of the rental car business. F. That it will meet all expenses in connection with its operation at the LESSOR, and the rights and privileges herein granted, including, without limitation by reason of enumeration, taxes, permit fees, license fees and assessments lawfully levied or assessed upon the OPERATOR, and that it will secure all such permits and licenses. G. That it shall not engage in any business or other activity that will divert customers from the LESSOR to an off-site office, parking lot, garage, etc., for any purpose whatsoever, including, but not limited to, writing of sales agreements off the LESSOR premises. If the LESSOR believes, in its opinion, that the OPERATOR is engaging in such diversion business or other activity described hereinabove, it reserves the right to inspect off -LESSOR office records. Failure to permit such inspection or rectify any violations provided herein shall be subject to the LESSOR's right to terminate as specified in Section 23, herein. In addition, the LESSOR shall have the right to include such business or other activity within the definition of gross revenues and the right to recover any revenues lost as a result of any diversion of business from the LESSOR. H. That it will comply with the rules and practices as set forth in the current Yakima Air Terminal Security Plan as amended from time to time. Any fines assessed against the LESSOR by the Transportation Security Administration as a result of the OPERATOR's failure to comply with the provisions of this paragraph or other intentional or negligent acts or omissions of OPERATOR, its employees or agents will be paid promptly upon demand to the LESSOR by the OPERATOR. I. The LESSOR shall be the sole and final judge of the quality and the adequacy of the services furnished by the OPERATOR as specified herein. In the event the LESSOR determines that OPERATOR has failed to comply with the requirements hereunder with respect to the quality and adequacy of its services, the LESSOR may, upon thirty (30) days written notice, exercise its right to terminate this Agreement as per Section 23, contained herein. However, the LESSOR may, in its discretion, extend the time for compliance if, in its opinion, the OPERATOR is making reasonable progress in complying with the requirements of this Agreement. J. OPERATOR shall provide to LESSOR, within thirty (30) days of execution of this Agreement, a Performance Bond issued by a surety company authorized to do business in the State of Washington, in an amount of Three Thousand Dollars and No Cents ($3,000.00) as security for the full and faithful performance of the terms, covenants and conditions of this Agreement on OPERATOR'S part to be performed or observed, including but not limited to payment of all rents and fees. The Performance Bond may be issued for a one year period, and shall be renewed annually throughout the term of 5 9 this Agreement. The Performance Bond shall be in the form provided in Section VII. Bonds of the Request for Proposal 11815P. 7. TAXES AND LIENS: In addition to the rent and fees payable above, OPERATOR promises and agrees to pay, as the same become due and payable, all licenses, fees and taxes, including but not limited to the leasehold excise, required to be paid by OPERATOR by reason of this Agreement and by reason of OPERATOR's use and occupancy of the premises and by reason of OPERATOR's construction or ownership of improvements to the premises. OPERATOR shall neither suffer nor permit the attachment of any lien or other encumbrance to the premises by reason of OPERATOR's occupancy thereof. OPERATOR agrees to indemnify LESSOR and shall hold LESSOR harmless from any such taxes and liens. 8. USE: OPERATOR shall use and occupy the premises solely for the purpose of maintaining and conducting a non-exclusive commercial rental car, van and truck operation, as defined herein. Any occupancy, use, activity, display or product not specifically permitted herein shall be and is hereby prohibited. The use of the property for any other purpose shall be deemed a material breach of this Agreement constituting grounds for its termination. This provision shall apply to any assignment of this Agreement, whether voluntary or due to mortgage foreclosure or for any other reason. Failure of the assignee to comply with this Section shall be reasonable cause for LESSOR to withhold approval or consent to assignment. 9. UTILITIES: LESSOR shall supply all power, water, sewer and garbage without additional cost to the OPERATOR. 10. JANITORIAL: OPERATOR shall furnish all janitorial services at OPERATOR'S expense. 11. PREMISES CONDITION: OPERATOR has made a full inspection of the premises, is fully aware of its condition except with respect to environmental conditions and accepts the premises on an "AS -IS" basis. OPERATOR agrees to pay for any improvements, repairs and/or modifications necessary to the operation of OPERATOR'S business. 12. MAINTENANCE: OPERATOR agrees to keep and maintain the premises in at least as good a condition as the condition of the premises at the beginning of OPERATOR'S occupancy, normal 6 10 wear and tear excepted. OPERATOR further agrees that OPERATOR shall be responsible to maintain all areas, trade fixtures and other improvements, existing and future, in an attractive and usable manner as reasonably determined by the LESSOR Manager and consistent with other properties at the LESSOR. Maintenance shall include, but not be limited to weed control, garbage and debris removal, painting, snow removal and pavement maintenance. 13. SIGNS: OPERATOR, at OPERATOR'S own expense, may erect sign(s) of a type, number and location suitable to LESSOR. No signs or other advertising matter or devices shall be used or displayed in or about the premises or upon any portion of the LESSOR without the prior written approval of the Airport Director, which approval shall not be unreasonably withheld. 14. EMPLOYEE PARKING: OPERATOR's employees are required to park privately owned vehicles in the employee designated parking adjacent to the terminal building. Any parking pass fees associated with parking in the employee parking lot shall be paid by employee or OPERATOR. 15. IMPROVEMENTS: OPERATOR agrees to do all repair, remodeling, alterations, upkeep, and replacement of the premises and facilities therein at OPERATOR'S expense. All repair, remodeling, alterations, trade fixtures and improvements to the premises by OPERATOR shall conform to applicable rules, regulations and codes, and OPERATOR shall procure all building and other permits therefor. All repair, remodeling, alterations, trade fixtures and improvements shall be designed with a view toward aesthetic considerations and installation shall not commence until plans and specifications therefor have been submitted to and approved in writing by the LESSOR Manager which approval shall not be unreasonably withheld. 16. REVERSION OF IMPROVEMENTS: Upon termination of this agreement for any reason, LESSOR may, at its option, either accept ownership of the improvements constructed or installed on the Premises, except for trade fixtures, or require OPERATOR to remove such improvements within sixty (60) days of such termination. LESSOR shall notify OPERATOR of its intent within twenty (20) days of the termination. Prior to the expiration of this Agreement, OPERATOR shall remove all such trade fixtures and repair any damage to the premises caused by removal of trade fixtures to the reasonable satisfaction of the LESSOR Manager. Fixtures not removed within sixty (60) days after termination become the property of the LESSOR unless other arrangements have been previously approved in writing by the LESSOR Manager. 7 11 OPERATOR shall, as additional consideration for grant of this Agreement, insure that all liens, security interest and other encumbrances against said improvements and structures except those created or suffered by LESSOR, whether consensual or involuntary, shall be paid, discharged or satisfied prior to time for reversion thereof to LESSOR; and, in any event, the parties acknowledge that LESSOR shall not, by virtue of termination of the leasehold interest nor reversion of the structures or other improvements, be liable for any debt or encumbrance associated therewith. 17. REGULATIONS: OPERATOR agrees to comply with all applicable laws, ordinances, rules, regulations and policies of all governmental authorities having jurisdiction over the LESSOR, including policies adopted by LESSOR, as such laws, ordinances, rules, regulations and policies apply to the use and operation of LESSOR property, facilities and operations as those laws, ordinances, rules, regulations and policies now exist or may hereafter become effective. OPERATOR further agrees to accept responsibility for not allowing unauthorized persons access to the LESSOR Air Operations Area (AOA). 18. SUBLETTING: There shall be no subletting of this agreement. 19. ASSIGNMENT: OPERATOR shall not assign this Agreement without the prior written approval of LESSOR, such approval not to be unreasonably withheld. Such assignment shall be in conformance with all applicable LESSOR, local, state and federal laws, ordinances, rules, regulations and policies. OPERATOR shall give preference to aeronautical activities and all assignees shall comply with all laws, ordinances, rules, regulations and policies applicable to the use and operation of LESSOR property, facilities and operations as those laws, ordinances, rules, regulations and policies now exist or may hereafter become effective. Consent to assignment by LESSOR shall not be construed to be a consent to any subsequent assignment. 20. MISCELLANEOUS PROVISIONS: A. The parties agree that LESSOR, through the Airport Director or other person authorized by the Airport Director, may enter upon the premises at any reasonable time to make such inspections as LESSOR may deem necessary to the proper enforcement of any term, provision or condition of this Agreement. No such entry or inspection by LESSOR is required by this provision, and the failure of LESSOR to enter and make inspection shall not alter the relationship of the parties and their respective rights and duties provided by this Agreement. OPERATOR shall be granted the right of quiet enjoyment upon performance of all terms of this Agreement. B. LESSOR may further develop or improve LESSOR property and facilities, regardless of the desire or views of OPERATOR regarding any such development or improvement, and without interference or hindrance on the part of OPERATOR and without liability to OPERATOR, provided the operations of the OPERATOR are not unreasonably interrupted. 8 12 C. LESSOR reserves the right, but shall not be obligated to OPERATOR, to maintain and keep in repair the landing area of the LESSOR and all publicly owned facilities of the LESSOR, together with the right to direct and control all activities of OPERATOR in that regard. D. LESSOR reserves the right to take any action necessary or desirable by LESSOR to protect the operations of the LESSOR against obstruction, or any other activity interfering with the efficient operation of the LESSOR, together with the right to prevent OPERATOR from erecting, or permitting to be erected, any building or other structure on the LESSOR which, in the opinion of the Airport Director, would limit the usefulness of the LESSOR or constitute a hazard to aircraft. E. During time of war or national emergency, LESSOR shall have the right to lease the landing area or any part thereof to the United States of America for military use, and, if any such lease is executed, the provisions of this Agreement shall be suspended insofar as they are inconsistent with the provisions of the lease agreement with the United States of America. F. This Agreement shall be subordinate to the provisions of any existing or future agreement between LESSOR and the United States of America relative to the operation or maintenance of the LESSOR, the execution of which has been or may be required as a condition to the expenditure of federal funds for the development of the LESSOR. G. If the premises or any interest therein is taken as a result of the exercise of the right of eminent domain, this Agreement shall terminate as to such portion as may be taken. If the portion taken does not feasibly permit the continuation of the OPERATOR's operations, OPERATOR shall have the right to terminate this Agreement. Such termination shall be effective as of the date OPERATOR's operations cease. OPERATOR shall be entitled to a portion of the award representing its interest in the premises. LESSOR shall be entitled to the remainder of the award. 21. INDEMNITY/DUTY TO DEFEND: A. At no expense to LESSOR, OPERATOR shall defend against and indemnify fully and save harmless the LESSOR, the City of Yakima and their elected and appointed officials, employees and agents, from any and all liability, damages, suits, claims, actions, judgements or decrees, made against the LESSOR the City of Yakima or their elected and appointed officials, employees and agents, including all expenses incidental to the investigation and defense thereof, including reasonable attorney fees, based on or arising from the occupancy or use of the premises by OPERATOR or as a result of OPERATOR'S operations at the LESSOR or from any other act or omission of OPERATOR, its servants, employees, agents, invitees, independent contractors or any other entity, person, firm or corporation acting on behalf of OPERATOR or under its direction, whether such claim shall be by OPERATOR or a third party; provided, however, that OPERATOR shall not be liable for any injury, damage or loss occasioned solely by the negligence of LESSOR, its agents or employees. LESSOR shall give to 9 13 OPERATOR prompt and reasonable notice of any such claims or actions and OPERATOR shall have the right to investigate, compromise and defend the same to the extent of its interest. B. OPERATOR agrees to reimburse LESSOR for any damage to the premises caused by the occupancy of OPERATOR, its employees, agents, servants, invitees, independent contractors or any other person acting on behalf of OPERATOR or under its direction. C. LESSOR agrees to defend, indemnify and hold OPERATOR harmless against and from any claim or liability arising from or alleged to arise from the presence of hazardous material or toxic waste on the subject premises at the inception of this Agreement and the introduction to the premises of such materials due to LESSOR'S activities or under its control. D. OPERATOR shall keep and hold the LESSOR the City of Yakima, their elected and appointed officials, agents and employees, free and harmless from any and all claims and actions, loss, damage, expense or cost, including reasonable attorneys fees, incidental to the investigation and defense thereof, resulting from, arising out of, or caused by OPERATOR resulting in any liability under the Federal Comprehensive Environmental Response Compensation Liability Act of 1980, as amended, 42 U.S.C. 9601 et seq.; Hazardous Materials Transportation Act, 49 U.S.C. 1801 et seq.; Resource Conservation and Recovery Act, 42 U.S.C. 6901 et seq.; the Clean Water Act, 42 U.S.C. 1251 et seq.; the Washington Environmental Policy Act, RCW Ch. 43.21C; the Washington Water Pollution Control Act, RCW Ch. 90.48; the Washington Hazardous Waste Management Act, RCW Ch. 70.105; the Washington Model Toxic Control Act, RCW Ch. 70.105D, and the regulations promulgated thereunder, or under any applicable local or state environmental ordinance, statute, law, rule or regulation. The provisions of this Sub -section shall survive the termination of this Agreement. 22. INSURANCE: OPERATOR shall file with LESSOR a certificate of insurance, or other proof of insurance acceptable to LESSOR, evidencing an insurance policy with the Yakima Air Terminal - McAllister Field, the City of Yakima as additional insureds providing: 1. Comprehensive general liability insurance coverage in amounts of not less than $2,000,000 Combined Single Limit for bodily injury and property damage covering OPERATOR'S occupancy of and activities pertaining to the premises. 2. Tenant Legal Liability insurance coverage in an amount of not less than $100,000. 3. Automobile Public Liability and Property Damage insurance in an amount not less than $2,000,000 combined single limit coverage. Not less than 30 days written notice, or other such time period as may be acceptable to LESSOR, must be supplied to LESSOR in the event of cancellation, material change to 10 14 the policy or non -renewal of any or all policies. Certificate shall be issued by carrier(s) with a minimum A.M. BEST rating of A -VII which are admitted in the State of Washington or other such carriers as shall be acceptable to LESSOR. 23. DEFAULT, TERMINATION & FORFEITURE: A. The failure by OPERATOR to pay rent and fees in the amounts and at the times specified herein, or the failure by OPERATOR to otherwise comply with any term, provision or condition of this Agreement, shall constitute grounds for termination of this Agreement and forfeiture of all rent paid by OPERATOR to the time of termination. This Agreement and tenancy shall terminate and rent paid shall be forfeited for cause as specified above on written notice by LESSOR to OPERATOR stating the amount of rent in default or otherwise stating accurately the manner in which OPERATOR fails or has failed to comply with this Agreement. OPERATOR shall make full payment or otherwise comply with this Agreement in the manner specified in the notice within thirty (30) days (except three (3) days for payment of rent) from OPERATOR's receipt of such notice, otherwise this Agreement and tenancy shall be terminated and rent forfeited. Such notice shall be given in writing and served on OPERATOR by personal delivery or mailed by certified mail with return receipt requested addressed to OPERATOR at its address stated below OPERATOR's signature to this Agreement or such other address as the parties may advise each other in writing. It is further agreed that after receipt of notices and as an additional condition to avoid forfeiture, OPERATOR shall pay LESSOR's costs and expenses, including attorney's fees, for the preparation and service of such notice. Nothing contained herein shall release or diminish OPERATOR's obligation to pay rent for the full term of this Agreement save such amount as LESSOR recovers from any subsequent Operator during the term of this Agreement. Notices shall be deemed received three (3) days after mailing to OPERATOR at the address below OPERATOR's signature to this Agreement or such other address as the parties may advise each other in writing. B. As additional and not alternative remedy, optional with LESSOR and upon thirty (30)days written notice to OPERATOR, should OPERATOR be in default hereunder other than default in the payment of rent, LESSOR may cure or correct the same and the cost of such action by LESSOR shall immediately become due and payable from OPERATOR, together with late fees on said sum at a rate of twelve percent (12%) per annum, and the non-payment of said sum by OPERATOR shall be adequate grounds for LESSOR to invoke the other remedies as provided in this Agreement. C. Upon termination of this Agreement for any reason, OPERATOR shall immediately surrender the premises to the LESSOR in good condition and repair, ordinary wear and usage excepted; and OPERATOR shall remove all of OPERATOR'S personal property, trade fixtures, equipment or improvements removable by prior agreement with LESSOR from the premises and shall repair any damage to the premises caused by such removal. Any personal property of OPERATOR, or anyone claiming under OPERATOR, which shall remain upon the premises at the expiration or termination of this Agreement shall be deemed to have been abandoned and may be retained by LESSOR as LESSOR'S property or disposed of by LESSOR in such manner as LESSOR sees fit without compensation to any party. 11 15 24. INSOLVENCY: In the event OPERATOR is declared bankrupt by a court of competent jurisdiction or in the event OPERATOR makes an assignment for the benefit of creditors, or if a receiver otherwise is appointed for OPERATOR, or in the event OPERATOR'S leasehold estate is subjected to execution to satisfy any judgement against OPERATOR, then in that event LESSOR may immediately or at any time thereafter without notice or demand enter into and upon the premises or any part thereof and repossess the same and expel OPERATOR or any person upon the premises and remove their effects, and thereupon this Agreement and the tenancy hereby created shall absolutely terminate, without prejudice to any remedies which might otherwise be available to LESSOR for collection of past due or future rent. 25. VENUE, ATTORNEY FEES: In the event of litigation to enforce the rights and obligations hereunder, venue shall lie in Yakima County, and the prevailing party shall be entitled to its reasonable attorney fees in addition to court costs. 26. NON-DISCRIMINATION CLAUSE: To the extent required by law, OPERATOR, for itself, its personal representative, successors in interest and assigns, as a part of the consideration hereof, does hereby covenant and agree as follows: A. No person, on the grounds of race, color, religion, sex, age, marital status, handicap or national origin, shall be unreasonably excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination in OPERATOR's personnel policies and practices or in the use or operation of OPERATOR's services or facilities. B. OPERATOR agrees that in the construction of any improvements on, over or under LESSOR land and the furnishing of services thereon, no person, on the grounds of race, color, religion, sex, marital status, handicap, age or national origin, shall be unreasonably excluded from participation in, denied the benefits of, or otherwise be subjected to discrimination. C. OPERATOR 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, Non-discrimination 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. D. It is the policy of the Department of Transportation that minority business enterprise as defined in 49 CFR Part 23, i.e., firms owned and controlled by minorities; firms owned and controlled by women and firms owned and controlled by financially disadvantaged persons; shall have the maximum opportunity to participate in the 12 16 performance of leases as defined in 49 CFR Section 23.5. Consequently, this Agreement is subject to 49 CFR Part 23 as applicable. OPERATOR hereby assures that no person shall be excluded from participation in, denied the benefits of or otherwise discriminated against in connection with the award and performance of any contract, including leases, covered by 49 CFR Part 23 on the grounds of race, color, national origin or sex. OPERATOR hereby assures that it will include the above clauses in all sub -leases and cause SUB -OPERATORS to similarly include clauses in further sub -leases. 27. DISADVANTAGED BUSINESS ENTERPRISES: A. CONCESSIONAIRE OBLIGATION: This Agreement is subject to the requirements of the U. S. Department of Transportation's regulations, 49 CFR Part 23, Subpart F. LESSOR 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. B. SUB -TENANT OBLIGATION: OPERATOR agrees to include the above statements in any and all sub -leases. 28. INTEGRATION: This document embodies the entire Agreement between the parties with respect to the subject matter herein contained. No amendments or modifications hereof shall be enforceable unless in writing, signed by the party to be charged. Time is of the essence of this entire Agreement. 13 17 LESSOR: City of Yakima YAKIMA AIR TERMINAL - McALLISTER FIELD 2406 W. Washington Avenue, Suite B Yakima, Washington 98903 (509) 575-6149 - phone (509) 575-6185 - fax Cliff Moore, City Manager Date STATE OF WASHINGTON County of Yakima I certify that I know or have satisfactory evidence that Cliff Moore signed this instrument, on oath stated that he was authorized to execute the instrument and acknowledged it as the City Manager respectively of the City of Yakima to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. Date By: Notary Public Appointment Expires 14 18 OPERATOR: THET HERTZ CORPORATION dba HERTZ RENT -A -CAR 8501 Williams Road Estero, Florida 33928 (239) 301-7000 Office Stephen A. Blum, Senior Vice President, Date Real Estate & Facilities STATE OF FLORIDA County of LEE I certify that I know or have satisfactory evidence that Stephen A. Blum signed this instrument, on oath stated that he was authorized to execute the instrument and acknowledged it as the Senior Vice President, Real Estate & Facilities of Hertz Corporation dba Hertz Car Rental of Yakima to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. Date By: Notary Public Appointment Expires 15 EXHIBIT A RENTAL CAR TICKET COUNTERS GATE Yakima Air Terminal McAliiater Field ALARMED 3AERGE33CY EXIT f-AI.ARMB EMERGENCY ENT GATE 2 PASSENGER PRE-BGARGNG AREA STERILE COKOURSE -SATE 1 TERMINA;. BUtI.GING SIDA AREA 3PERA71ONS/BAGGAGE: MAKE-UP TERMINAL BUELWING SJDA AREA HORIZON XRLiNES. CPERAT1CNS/TAGGAGG 14AKE.-UP. 19 Hertz Car Rental Ticket Counter & Storage Approximately 491 Square Feet 16 YAKIMA AIR ERMINAL McAI1IS ER -F UPDATED - A 2 EXHIBIT B RENTAL CAR VEHICLE PARKING VEHICLE PARKING TO BE DIVIDED EVENLY AMONGST THE THREE (3) PROPOSERS. 14 PARKING SPOTS PER OPERATOR 17 EXHIBIT C RENTAL CAR VEHICLE OVERFLOW PARKING 2406 W. Washington Ave, Yakima, WA 98903 15 VEHICLE PARKING LOCATIONS TO BE PROVIDED. 18