Loading...
HomeMy WebLinkAboutACE RENTAL CAR CONCESSION AGREEMENT ON SITE RENTAL CAR CONCESSION AGREEMENT AT AUGUSTA REGIONAL AIRPORT AUGUSTA, GEORGIA FOR ACE RENTAL CAR ON -SITE RENTAL CAR CONCESSION AGREEMENT THIS CONCESSION AGREEMENT (Agreement), made this day of , by and between Augusta Richmond County (the City) on behalf of the Augusta Aviation Commission (Commission), an agency of Augusta, Georgia and Bentley Auto Rental, LLC, d/b /a Ace Rental Car, a corporation existing under the laws of the state of Texas (Concessionaire). WITNESSETH: WHEREAS, the Augusta Regional Airport (Airport) is owned by Augusta, Georgia and operated by the Commission; and WHEREAS, the Commission has the right to grant the privilege of occupancy of portions of the Airport to concessionaires and others, in accordance with applicable Augusta Richmond County ordinances and subject to the terms and conditions hereinafter set forth; and WHEREAS, Concessionaire is a corporation primarily engaged in the business of renting automobiles to Airport passengers and the public; and WHEREAS, both the Commission and Concessionaire desire to enter into this Agreement to serve as a basis for the Concessionaire to conduct its business at the Airport. NOW THEREFORE, in consideration of the mutual covenants and considerations herein contained, the City and Concessionaire hereby agree as follows: SECTION 1 - DEFINITIONS 1.1 "Airport" shall mean the lands and facilities owned by the County and operated by the Aviation Commission known collectively as Augusta Regional Airport, as it now exists and as it may change from time to time. 1.2 "Airport Concession Disadvantaged Business Enterprise" or "ACDBE" shall mean, a business, whether it is a corporation, sole proprietorship, partnership or joint venture Ace Car Rental Concession Agreement certified as an ACDBE by the Airport, or State of Georgia, of which at least fifty -one percent (51 %) of the interest is owned and controlled by one or more socially and economically disadvantaged individuals as defined in the Airport and Airways Safety and Capacity Expansion Act of 1987 and the regulation promulgated pursuant to 49 CFR Part 23. 1.3 "Airport Customer" shall mean (i) any person who comes to the Airport by any means of transportation and enters into a motor vehicle rental agreement with Concessionaire at Concessionaire's Rental Car Concession; and (ii) any person who flies into the Airport and within twelve (12) hours thereafter, enters into a motor vehicle rental agreement with Concessionaire at any of Concessionaire's rental car operations located within a one (1) mile radius of the Airport's boundary line. The following are excluded from the definition of "Airport Customer" (1) any person who flies into the Airport and enters into a motor vehicle rental agreement with Concessionaire at any of Concessionaire's rental car operations located outside a one (1) mile radius from the Airport' s boundary line, (ii) any person who flies into the Airport and enters into a motor vehicle rental agreement with Concessionaire at any of Concessionaire's rental car operations located inside a one (1) mile radius of the Airport's boundary line if the rental is more than twelve (12) hours after flying into the Airport's boundary line. 1.4. "Airport Director" shall mean Gary LeTellier, or any other such person designated by the Aviation Commission to exercise functions with respect to the rights and obligations of the Aviation Commission under this Agreement. Said term shall also include any person expressly designated by the Aviation Commission to exercise functions with respect to the rights and obligations of the Commission under this Agreement. Ace Car Rental Concession Agreement 1.5 "Augusta Aviation Commission" or "Commission" shall mean the Commissioners tasked with the overall administration of the Airport. 1.6 "Augusta - Richmond County or City" shall mean the governing authority of Augusta - Richmond County. 1.7 "Best Management Practices" shall include those environmental or operational standards or guidelines specifying common and accepted practices appropriate for the types of businesses Concessionaire, its contractors, agents or vendors engage in on the Premises or such standards or guidelines as have been articulated by pertinent trade associations, professional associations or regulatory agencies, including (but not limited to) Best Management Practices developed by the Airport cooperation with its tenants, including Concessionaire. Best Management Practices shall be subject to approval by the Airport Director. 1.8 "Common Use Area" shall mean and refer to those portions of the Airport shared equally by all rental car agencies or airlines. 1.9 "Concession Agreement" shall mean and refer to this concession agreement between the City and Concessionaire, together with the exhibits to the concession agreement and all agreements supplemental to or modifying the concession agreement, whether made contemporaneously therewith or subsequent thereto. 1.10 "Concessionaire" shall mean and refer to Bentley Auto Rental, LLC, d/b /a Ace Rental Car. "Concessionaire" when used in the plural, shall mean and refer to all concessionaires having executed a Concession Lease Agreement related to the operation of a Rental Car Concession at the Airport. 1.11 Counter Space shall mean and refer to that area designated by the Airport inside the terminal provided to the Concessionaire for conducting rental operations. 1.12 "Customer Facility Charge" shall mean and refer to the Customer Facility Charge or charges authorized by Section 1 -3 -8.20 of the County Code imposed by the City on rental car transactions occurring on or about the Airport, and required to be collected by the Concessionaire pursuant to Section 5 of this Agreement. Ace Car Rental Concession Agreement 1.13 "Days" (whether capitalized or not) shall, unless otherwise specified, mean and refer to calendar days, not business days. 1.14 "FAA" shall mean the Federal Aviation Administration of the U.S. Government or any federal agencies succeeding to its jurisdiction. 1.15 "Gross Revenues" shall mean and refer to all consideration of any kind - whether cash transactions, credit card or in kind - received, and any other form of billing used, derived and/or billed by the Concessionaire. 1.17 "Lease Agreement" shall mean and refer to that certain lease agreement between the City and Ace Car Rental, together with the exhibits to the lease agreement and all agreements supplemental to or modifying the Lease agreement, whether made contemporaneously therewith or subsequent thereto. 1.18 "Leased Premises" shall mean those areas leased to Ace Rental Car to conduct its business as set forth in the Lease Agreement entered into by the parties. 1.19. "Legal Requirements" shall mean and refer to all laws, statutes and ordinances including building codes and zoning regulations and ordinances and the orders, rules, regulations and requirements (whether now or hereafter in effect) of all federal. state, county, city or other local jurisdiction departments, agencies, bureaus, offices and other subdivision thereof, or any official thereof, or of any other governmental, public or quasi - public authority, which may be applicable to or have jurisdiction over the premises, or the sidewalks or streets adjacent thereto and all requirements, obligations and conditions of all instruments of record on the date of this Agreement. 1.20 "Lien" shall mean and refer to any mortgage, lien, security interest, encumbrance, charge on, pledge of, conditional sale or other encumbrance on the premises. 1.21 "Notice of Default" shall mean and refer to written notice of any Event of Default to Concessionaire. Such notice, for all purposes, shall be in lieu of, and not in addition to, any notice required as a prerequisite to an unlawful detainer or similar action for possession of the Premises. 1.22 "Personal Property" shall mean the trade fixtures, equipment, conveyors, inventory, furniture, or supplies owned or leased by Concessionaire (from a party other than the Ace Car Rental Concession Agreement Aviation Commission) and installed or used at the Airport in the conduct of Concessionaire's Air Transportation business that are removable from Concessionaire's Permitted Use Premises without substantial or permanent injury or damage to Concessionaire's Permitted Use Premises. 1.23 "Public Areas" shall mean those areas of the Terminal Building not leased to any person, company, or corporation that are open to the general public. 1.24 "Rental Car Concession" shall mean and refer to the right to operate a rental car concession at the Airport from the consolidated Rental Car Facility on a nonexclusive basis for the purpose of arranging rental car services for the benefit of Airport Customers where such rental car service is furnished by or on behalf of Concessionaire. 1.25 "Rules and Regulations" shall mean those rules, regulations, and ordinances promulgated by the Aviation Commission or operating directives issued by the Airport Director, as the same may be amended, modified, or supplemented from time to time to the extent that such rules, regulations, and ordinances are not in conflict with the purposes of this Agreement. 1.26 "TSA" shall mean the Office of Homeland Security and Transportation Security Administration, or their authorized successor(s). SECTION 2 — GRANT OF CONCESSION; LEASED PREMISES 2.1 For the terms and upon the conditions and for the consideration hereinafter set forth, the City grants to Concessionaire the right to operate a Rental Car Concession at the Airport on a nonexclusive basis for the purpose of arranging rental car and related service for Airport Customers. The concession rights and privileges granted and awarded to Concessionaire are expressly made subject to the terms of this Concession Agreement and the Lease Agreement. Concessionaire acknowledges and understands that the City intends to grant Rental Car Concessions to other qualified companies on substantially the same terms and conditions contained herein. The award of concession rights and privileges to other rental car operators shall not constitute a violation of this Concession Agreement. Ace Car Rental Concession Agreement 2.2 Concessionaire shall use the Leased Premises for the conduct of its automobile rental operation, which includes, in the areas designated in the Lease Agreement for the negotiation of rates for the rental of automobiles to patrons, passengers, and others. SECTION 3 — TERM This Agreement shall commence on , 2011 and shall continue until , 2014 unless earlier terminated or revoked. SECTION 4 - CONCESSION RENTS AND FEES For the privileges herein provided for the right to conduct a rental car concession at the Airport, Concessionaire shall pay a monthly Concession Fee of Five Thousand Dollars and 00 /100 ($5,000.00) or ten percent (10 %) of Concessionaire's gross revenue, whichever is greater. 4.1 In determining gross revenue from the operation of said business for the purpose of computing the percentage rental, gross revenue shall mean all revenue or income received or recorded to be received on said Leased Premises, including, but not limited to, revenue from cash transactions, charge accounts locally controlled or billed through central offices, credit card transactions, accounts and services from automobile rentals, and any other form of billing used in the transaction of business by Concessionaire on the Airport. 4.2 Gross revenues shall include: (a) all charges, including, but not limited to, time and mileage charges and separately stated fees for rental of vehicles and other related or incidental services or merchandise, and any other items or services, made at or from Concessionaire's Rental Car Concession, regardless of where the vehicles or services are delivered to or returned; (b) all amounts charged to the customer for insurance offered by Concessionaire incidental to the rental of such vehicles, including but not limited to personal accident insurance; (c) all charges attributable to any vehicle originally rented at Concessionaire's Rental Car Concession which is exchanged at any other location; (d) all proceeds from the long -term lease of vehicles from Concessionaire's Rental Car Concessions; (e) all amounts charged to Concessionaire's Ace Car Rental Concession Agreement customers and which are separately stated on the rental agreement as an optional charge for waiver by Concessionaire of its right to recover from customer for damage to or loss of the vehicle rented; (f) all amounts charged by Concessionaire for items of personal property (including, but not limited to, mobile phones, child seats, ski racks, etc.), (g) all amounts charged to Concessionaire's customers at the commencement or the conclusion of the rental transaction for the cost of furnishing and/or replacing fuel provided by Concessionaire; (h) all monies, fees, or other consideration received from airlines, travel agents or other consolidators /organizers as part of any package and/or promotion that features Concessionaire's services, fees or rates as part of a package, (i) intercity or drop charges, (j) all amounts charged by Concessionaire for the Recovery Fee, and (k) any other amount, whether "above the line" or "below the line" associated with any rental transaction. . 4.3 Gross Revenues shall, however, exclude: (a) any federal, state, county or city sales or other similar taxes or surcharges that is levied on any rental car separately stated to and collected from customer of Concessionaire and paid in full by Concessionaire to the taxing authority: (b) any amount received as insurance proceeds or otherwise for damage to vehicles or other property of Concessionaire, or for less, conversion or abandonment of such vehicles; (c) revenue from the wholesale transfer of salvage vehicles; (d) all non - revenue rentals to employees of Concessionaire; and (e) the Customer Facility Charge. 4.4 Gross Revenues shall generally be determined by the total charges on the face of an Airport Customer's Receipt, less any charges specifically excluded in the definition of Gross Revenues. Anything not explicitly excluded from the definition of Gross Revenues shall be included within the Gross Revenues. 4.5 Concession Fee payments shall be made on or before the twentieth (20th) day of the calendar month following the calendar month during which the gross revenue hereinabove described has been realized. Ace Car Rental Concession Agreement SECTION 5 - CUSTOMER FACILITY CHARGE 5.1 A Customer Facility Charge of $3.50 per Contract Day all on- airport rental car transactions shall be collected by Concessionaire, as agent for the Commission, from customers and remitted to the Commission as provided for below. The Customer Facility Charge (CFC) shall be imposed on all transaction days for each rental agreement entered into on or after April 1, 2007. The CFCs may be used for the following purposes: 5.1.1 To pay financial and physical planning and architecture and engineering design costs associated with the new rental car facilities, as determined by the Commission. 5.1.2 To pay project management and construction costs associated with the new rental car facilities, as determined by the Commission. 5.1.3 To pay the operating and maintenance expenses of the Commission that are allocable to the rental car operating areas. 5.2 The Concessionaire shall collect and remit the CFC revenues on behalf of the Commission based on the following: 5.2.1 A CFC shall be imposed on all transaction days for each rental agreement entered into on or after April 1, 2007. A CFC of $3.50 for each Contract Day shall be levied on automobile rentals at the Airport. Each twenty -four (24) hour period or fraction thereof within the rental period shall constitute a separate day for which Concessionaire shall levy and collect the CFC. 5.2.2 The CFC shall be identified on a separate line of each rental car contract or agreement entered into on the Airport or elsewhere with car pick -up at the Airport, and described as "Customer Facility Charge" or "CFC" with a footnote approved by the Commission explaining the abbreviation. Concessionaire shall hold the CFC revenues collected by the Concessionaire in trust in a fiduciary capacity for the City. All of the CFC revenues collected and held by Concessionaire shall be the property of the City. Ace Car Rental Concession Agreement 5.3 Proceeds to be held in Trust. Concessionaire agrees that the CFC is not income, revenue or any other asset of Concessionaire; that Concessionaire has no ownership or property interest in such CFCs and that Concessionaire hereby waives any claim to a possessory or ownership interest in the CFCs. Concessionaire agrees that it holds such CFCs in trust for the benefit of the City and the City (or a trustee on its behalf) has complete possessory and ownership right to such CFCs. Consistent with the nature of the CFC as funds held in trust for the City, Concessionaire shall separately account, on its books and records, for the CFC proceeds collected by it. Notwithstanding the foregoing, in the event that either; (i) it is determined that the Concessionaire must, as a matter of law, establish a separate account into which all CFC proceeds must be deposited, or (ii) it is determined, by a court of competent jurisdiction, that the failure to maintain the CFCs in a separate account imperils the trust nature of the relationship created by this Section 5 potentially subjects any CFC amounts held by Concessionaire to the claim (or potential claim) by Concessionaire's creditors, whether in bankruptcy or otherwise, then in that event the City shall have the right to require Concessionaire to establish a separate account into which all CFC proceeds collected shall be deposited and all interest (if any) on the CFC proceeds held by Concessionaire shall inure to the benefit of, and be payable to, the City. 5.4 Concessionaire to Promptly Remit. Concessionaire shall remit the CFC proceeds held by the Concessionaire to the City on a monthly basis on or before the twentieth (20th) day of each month following the month in which the CFCs were collected provided, however, in the event that it is determined that the Concessionaire must, as a matter of law, remit the CFCs more frequently, Concessionaire shall remit such funds with such frequency as required by law, but Concessionaire shall not otherwise be required to report or reconcile the amounts remitted other than on a monthly basis on or before the twentieth (20th) day of each month. The Concessionaire shall remit the CFCs by electronic funds transfer or other means specifically approved by the City in writing. When remitting such CFC proceeds, the Concessionaire shall report and reconcile the CFC proceeds remitted by it on a form required by the City and shall submit such other Ace Car Rental Concession Agreement and further information as may reasonably be necessary for the City to determine any matter related to the CFC. 5.5 Concessionaire agrees that it will not be entitled to any rights of offset or other reduction in the requirements herein and to remit all CFC revenues collected to the City regardless of any amounts that may be owed or due to the Concessionaire by City. 5.6 Although the Commission does not anticipate any legal challenge to the CFC, the City will defend any such challenge. If all or any part of the CFC fails to survive challenge in a court of competent jurisdiction, then the stricken portion of the CFC will be replaced by higher rents and fees, as determined by the Commission by making adjustments to the Concessionaire's rents and fees. 5.7 Records; Audit. The Concessionaire shall maintain records and controls which are sufficient to demonstrate the correctness of the CFC proceeds collected by the Concessionaire and the amount of CFC proceeds paid to the City. Such records shall be maintained in accordance with, and subject to inspection and audit as set forth in, Section 12 of this Concession Agreement. 5.8 Payment of the Customer Facility Charge revenues collected by Concessionaire shall be made to the Commission at the address provided in Section 20 and shall be paid in U.S. dollars without exchange for foreign currency. Concessionaire agrees to promptly remit its Customer Facility Charge revenue collections to the Commission. 5.9 The Concessionaire shall furnish to the Commission, on or before the twentieth (20th) day following each complete calendar month during the Term of this Agreement, a statement, certified by the Concessionaire and prepared in a manner satisfactory to the Commission, of the Customer Facility Charge revenues collected, and the number of Automobile Rental Contracts and Contract Days that occurred during the previous calendar month. The CFC revenues collected shall be remitted by the Concessionaire to the Commission by the 20th day of each month for the preceding calendar month of operations during the entire Term of this Agreement. Ace Car Rental Concession Agreement SECTION 6- INTEREST ON OVERDUE PAYMENTS There shall be added to all unpaid sums due the Commission an interest charge of one and one -half percent (1.5 %) per month on the principal sum, computed as simple interest; at no time will the interest actually charged exceed the highest applicable interest rate permitted under State of Georgia law. Payments not received when due shall accrue interest from the due date until paid in full. SECTION 7 - CONCESSION REQUIREMENTS The granting of the authority to the Concessionaire to operate at the Airport set forth in this Agreement will be on the following terms and conditions: 7.1 It is understood and agreed under this contract that the Commission is the operator of the Airport for the use and benefit of the public and that Concessionaire is only the concessionaire of the Leased Premises herein described with only the privileges provided for in this Agreement, and Concessionaire shall conduct its business in such a manner as to create good will and render a quality level of service to passengers and patrons using said Airport. 7.2 Concessionaire shall provide the highest degree and standards of quality services to the patrons of the Airport. Concessionaire shall furnish prompt, efficient, first class service that is adequate to meet all responsible demands for services. SECTION 8 - EMPLOYEES OF CONCESSIONAIRE 8.1 Concessionaire shall require all of its employees and subcontractors or independent contractors hired by Concessionaire working in view of the public and about the Terminal Building to wear clean and neat attire and to display appropriate identification. 8.2 Concessionaire employees shall obtain identification badges from the Airport. Concessionaire will be responsible for paying for the cost of Transportation Security Administration required employee background checks and badging. 8.3 Concessionaire shall employ a sufficient number of trained personnel to handle customer service, vehicle maintenance, vehicle handling, office and administrative duties Ace Car Rental Concession Agreement necessary for the efficient and effective operation of the Rental Car concession. Concessionaire's employees shall be properly trained and provide good service to customers. Employees shall conduct themselves in a professional and courteous manner at all times. All employees shall maintain a clean, neat and well - groomed appearance and shall wear a uniform or appropriate attire as established by Concessionaire. 8.4 Concessionaire's employees are not allowed to solicit business or to use pressure sales tactics. 8.5 Concessionaire agrees that at least one uniformed attendant shall be on duty at all times during the hours of operation of its counter. Attendant is to be a full -time employee of Concessionaire and shall wear a name tag and Airport identification badge while performing his/her duties. Employees shall at all times conduct themselves in an acceptable manner; there shall not be loud, boisterous or use improper language on the Premises. SECTION 9 - HOURS OF OPERATION The hours of operation are those hours when the Airport Passenger Terminal Building is open for business, except when mutually agreed upon by Concessionaire and the Airport Director and upon receipt of written acknowledgment from the Airport Director of any such agreement. SECTION 10 - OPERATING STANDARDS 10.1 Rental car operations shall be conducted in a safe, clean and orderly condition at all times. No trash or debris shall be permitted to accumulate or be stored on any portion of the Leased Premises. 10.2 Payment. Concessionaire shall accept credit cards, debit cards and traveler's check as acceptable forms of payment for rental transactions. 10.3 Rental Vehicles. Concessionaire agrees to have available at all times well - maintained, late -model automobiles. In no instance shall the automobiles be more than three (3) years old. Ace Car Rental Concession Agreement 10.3.1 Concessionaire shall maintain its vehicles in good and safe operating condition, free from known mechanical defects. Vehicles shall be maintained in a clean and attractive condition both inside and outside. The City shall have the right to prohibit the Concessionaire from offering for rent any vehicle which fails to meet the mechanical or appearance standards set forth herein. 10.3.2 Concessionaire shall have a sufficient number of vehicles to meet the reasonably foreseeable demands of the traveling public. 10.3.3 Concessionaire shall operate all of its vehicles in a safe manner and in accordance with all Airport, City, state and federal regulations. All vehicles shall be properly licensed and insured. 10.4 It is agreed that should Concessionaire desire to make any improvements or alterations to the hereinabove mentioned counter and Leased Premises, same shall be done at Concessionaire's own expense and, before beginning such improvements or alterations, the general plan and specifications of same shall be subject to the written approval the Commission. 10.5 Concessionaire accepts the Leased Premises in their present condition and agrees to maintain the Leased Premises and counter and equipment owned by Concessionaire and installed on said premises in good state of repair at all times during the life of this Agreement. 10.6 Concessionaire agrees to not bring onto the Leased Premises any chemical, material or substance that could pose a hazard to the environment or any person. 10.7 Concessionaire shall obtain and maintain all such licenses and permits necessary to operate its car rental business. SECTION 11 - MULTI - BRANDING. 11.1 Concessionaire shall be prohibited from operating at the Airport under any brand or trade name other than Ace Car Rental. During the term of this Agreement Concessionaire shall operate and maintain all signage only under this name. No other brand name shall Ace Car Rental Concession Agreement be used or displayed at the Airport or upon the Premises. The operation of two or more brand or trade names under this Agreement is prohibited. 11.2 If Concessionaire uses any particular brand or trade name under a license or franchise agreement, Concessionaire represents and warrants that it has been granted the right to use such brand or trade name for the entire term of this Agreement. At the City's request, Concessionaire agrees to provide a copy of such franchise or license agreement as evidence that the same is in full force and effect. Concessionaire shall immediately notify the City if such agreement is terminated. SECTION 12 - ACCOUNTING PROCEDURES; AUDIT 12.1 Accounting Procedures. Concessionaire covenants and agrees that it will establish and maintain an accounting system (specifically including all books of account and records customarily used in the type of operation permitted by this Concession Agreement) in full and complete accordance with generally accepted accounting principles and otherwise reasonably satisfactory to the City for the determination of any Customer Facility Charges or other computations, or both, which may be necessary or essential in carrying out the terms of this Concession Agreement. Concessionaire shall maintain its records relating to the operation permitted by this Concession Agreement for a period of at least three (3) years after the end of each Agreement year (or until the close of any ongoing audit thereof being conducted by, or on behalf of the City); provided, however, that the City may (prior to the expiration of the relevant retention period) request that any such records be retained for a longer period of time, in which case Concessionaire, at is option, may deliver such records into the custody of the City. 12.2 Audit. Representative(s) designated by the City shall be allowed to inspect and audit Concessionaire's books of accounts and records with reference to the determination of any matters relevant to this Concession Agreement at all reasonable times. The City representative shall specifically be entitled to inspect and audit any records necessary, in the auditor's professional discretion, to complete the audit consistent in a manner consistent with generally accepted auditing standards; provided, however, nothing herein Ace Car Rental Concession Agreement shall authorized the City to make any investigation into the expenses or expense structure of Concessionaire except to the extent specifically necessary for the verification of any exclusion from Gross Revenues. The costs of such audit shall be borne by the City unless the results of such audit reveal a discrepancy of more than one percent (1 %) for the CFCs or three percent (3 %) for any other amount for any twelve (12) month audit period. In the event of such discrepancy, the full cost of the audit shall be borne by the Concessionaire, and Concessionaire shall promptly pay all additional fees owing to the City together with interest on such sums from the date originally due until the date paid at the Default Rate. 12.3 In the event that Concessionaire's books of accounts are not maintained in the City, they shall be made available for audit locally within twenty (20) business days of a request by the City, or Concessionaire shall pay in full any travel and related expenses of City representative(s) to travel to the location outside Augusta Richmond County. 12.4 In those situations where Concessionaire's records have been generated from computerized data (whether mainframe, minicomputer, or PC -based computer systems), Concessionaire agrees to provide the City representative with extracts of data files in a computer readable format on data disks, electronic mail with attached files or suitable alternative computer data exchange formats. Concessionaire agrees to provide appropriate work space to conduct the audit and free access to copiers; number of Concessionaire's accounting manager or the like who have a thorough knowledge of the accounting system as it pertains to this Concession Agreement and who will assist the City with its audit. Concessionaire will also allow interviews of past and present employees who were or are involved in the financial or operational activities of Concessionaire. SECTION 13 - RECORDS TO BE MAINTAINED BY CONCESSIONAIRE 13.1 Concessionaire shall maintain a complete and accurate set of books and records on the business conducted on its Leased Premises and same shall be open to inspection by Ace Car Rental Concession Agreement the Commission or its representative at any reasonable time so as to ascertain the true amount of Concessionaire's gross revenue from its operation on the Airport. 13.2 Upon request of the Commission, Concessionaire shall furnish the Commission, within ten (10) days of such request, a statement indicating its total number of locally based vehicles available for rental at said Airport. The term "local" shall mean the counties of Richmond and Columbia, Georgia, and Aiken, South Carolina. Concessionaire shall furnish the Commission, not later than the twentieth (20th) day of the succeeding month, a statement indicating its gross sales from the previous month. Upon request, Concessionaire shall provide a statement verifying monthly gross revenues, as previously reported by Concessionaire to Commission. Said verification is to be compiled by a competent accountant. SECTION 14 - VENDING MACHINES Concessionaire shall not install or maintain vending machines, public pay telephones, or other machines operated by coins, tokens, or credit cards in or at Concessionaire's Permitted Use Premises in areas accessible to the public except with the prior written approval of the Airport Director. This Section 14 shall not prohibit Concessionaire from the installation of self - ticketing or passenger check -in machines, but the location and manner of such installation shall be subject to the prior written approval of the Airport Director. SECTION 15 - COMPLIANCE WITH LAW Concessionaire agrees that its operation at the Airport shall be conducted in conformity with all local, State, and federal laws and all published Airport regulations and procedures. It is further agreed that the Airport Director, acting on behalf of the Commission, shall be, at all times, in full and complete charge of the Airport in its entirety and his directions as to policy and procedures shall be final and conclusive as regarding Concessionaire. Ace Car Rental Concession Agreement SECTION 16- ASSIGNMENT 16.1 Concessionaire may not, without the prior written consent of the Commission endorsed hereon, assign this Agreement or any interest hereunder, or sublet the Leased Premises or any part thereof, or permit the use of the Leased Premises by any party other than Concessionaire. Consent to one such assignment or sublease shall not destroy or waiver this provision, and all later assignments and subleases shall likewise be made only upon the prior written consent of the Commission. 16.2 Subtenants or assignees shall become liable directly to the Commission for all obligations of Concessionaire hereunto, without relieving Concessionaire's liability. 16.3 It is expressly understood that Concessionaire shall not sell or otherwise change ownership of its concession business or permit representation by any person or persons other than Concessionaire without the prior written approval of the Commission. SECTION 17- SECURITY Concessionaire, its officers, employees, agents, and those under its control, shall comply with security measures required of Concessionaire or the Commission by the Federal Aviation Administration, Transportation Security Administration (TSA), or U. S. Department of Transportation, or contained in any Airport master security plan approved by the TSA, to include an Airport Tenant Security Program as outlined in 49 CFR Part 1542 regarding Concessionaire's Exclusive Use Space. If Concessionaire, its officers, employees, agents, or those under its control shall fail or refuse to comply with said measures and such noncompliance results in a monetary penalty being assessed against the Commission, then Concessionaire shall be responsible and shall reimburse the Ace Car Rental Concession Agreement Commission in the full amount of any such monetary penalty or other damages, including attorney's fees and other costs to defend the Commission against such claims. SECTION 18 - DEFAULT AND TERMINATION 18.1 At any time that Concessionaire is not in default in its payments or other obligations to Commission hereunder, Concessionaire may terminate this Agreement and terminate all of its future obligations hereunder by giving Commission thirty (30) days advance written notice after the default by Commission in the performance of any covenant or agreement herein required to be performed by Commission and the failure of the Commission to remedy such default for a period of thirty (30) days after receipt from Concessionaire of written notice to remedy the same. Rents, fees, and charges due hereunder shall be payable only to the date of said termination by Concessionaire. 18.2 Events of Default: 18.2.4 If Concessionaire fails to make any payment of Concession Fee, rents, Customer Facility Charge or any other required payment and when due hereunder, where such failure shall continue for a period of three (3) days following service of notice thereof upon Concessionaire by Commission. 18.2.5 An audit finding that the amount owed to the City would be 5% higher on a monthly basis than what has been paid by the Concessionaire. 18.2.6 The failure by Concessionaire to collect and remit the Customer Facility Charge as required by the Lease Agreement when due. 18.2.7 If Concessionaire uses or permits the use of its Leased Premises at any time for any purpose which at that time is not authorized by this Agreement. Upon the occurrence of any material default and breach of this Agreement by Concessionaire, Commission may then immediately, or at any time thereafter, terminate this Agreement by service of a ten (10) days advance written notice to such effect upon Concessionaire and this Agreement shall terminate at 11:59:59 p.m. on the termination date specified within such notice. Ace Car Rental Concession Agreement SECTION 19 - INDEMNIFICATION AND INSURANCE 19.1 During the term of this Concession Agreement, Concessionaire shall provide, pay for, and maintain with companies reasonably satisfactory to the City and the Aviation Commission, the types of insurance as set forth in the Augusta - Richmond County Code, and Georgia law as the same may be amended from time to time, and as described herein. All insurance shall be issued by insurance companies eligible to do business in the State of Georgia and Best Rated A or equivalent. In the event of a conflict between the provisions of the Augusta - Richmond County Code and this Concession Agreement, the more stringent requirement shall govern. In no event shall Concessionaire maintain any insurance less than the requirements set forth in the Augusta - Richmond County Code, as amended. 19.2 All policies of Concessionaire and its sub - concessionaires shall provide coverage that includes, or has the same substantive effect as the following: 19.2.1 Richmond County and each of its Commissioners, officers, agents, elected representatives, Aviation Commission, and employees, in their respective capacities as such, shall be named additional insured hereunder with respect to all operations of the named insured. 19.2.2 It is agreed that this insurance policy shall apply as primary, and any insurance and/or self - insurance as may be maintained by the City or its Commissioners, officers, agents, elected representatives, volunteers, and employees shall apply in excess of, and shall not contribute with insurance provided by this policy." 19.2.3 This insurance shall not be materially changed, altered, canceled, or non - renewed until after thirty (30) days advanced written notice has been given to the City except that only ten (10) days notice shall be required in the event of cancellation due to non - payment of premium." 19.2.4 All such evidence of insurance shall be in the form of certificates of insurance satisfactory to the City and its Risk Manager, accompanied by a certified true copy of an endorsement to each policy containing the above language. The insurance coverage and limits required shall be evidenced by properly executed certificates of Ace Car Rental Concession Agreement insurance. These certificates shall be signed by the authorized representative of the insurance company shown on the certificate. The required policies of insurance shall be in compliance with the laws of the State of Georgia. 19.2.5 If at any time the Aviation Director requests a written statement from the insurance company as to any impairment to the aggregate limit, Concessionaire shall promptly authorize and have delivered such statement to the Aviation Commission. Concessionaire authorizes the Aviation Commission and/or the City's Risk Manager to confirm with Concessionaire's insurance agents, brokers, and insurance companies all information furnished. 19.3 The acceptance of delivery to the City and the Aviation Commission of any certificate of insurance evidencing the insurance coverage and limits required under this Concession Agreement does not constitute approval or acceptance by the City or the Aviation Commission that the insurance requirements in this Concession Agreement have been met. No operations shall commence at the Airport unless and until the required certificates of insurance are in effect and approved by the City. 19.4 The Concessionaire and the City understand and agree that the minimum limits of the insurance herein required may, from time to time, become inadequate, and Concessionaire agrees that it will increase such minimum limits upon receipt of written notice defining the basis of the increase. The Concessionaire shall furnish the City, within sixty (60) days of the effective date thereof, a certificate of insurance evidencing that such insurance is in force. 19.5 Concessionaire's insurance companies or its authorized representative shall give the City and the Aviation Commission thirty (30) days prior written notice of any cancellation, intent not to renew, or material reduction in any policy's coverage, except in the application of the Aggregate Limit Provisions. In the event of a reduction to the Aggregate Limit, it is agreed that immediate steps will be taken to have the prior Aggregate Limit reinstated. 19.6 If at any time the Airport Director requests a written statement from the insurance companies as to any impairments to the Aggregate Limit, prompt authorization and Ace Car Rental Concession Agreement delivery of all requested information will be given to the Aviation Commission. Renewal Certificates of Insurance must be provided to the City and Aviation Commission as soon as practical but in every instance prior to expiration of current coverage. 19.7 The amounts and types of insurance shall conform to the following minimum requirements with the use of Insurance Service Office policies, forms, and endorsements or broader, where applicable. Notwithstanding the foregoing, the wording of all policies, forms, and endorsements must be reasonably acceptable to the City and Aviation Commission. 19.8 Workers' Compensation and Employer's Liability Insurance shall be maintained in force by Concessionaire during the term of this Agreement for all employees engaged in the operations under this Agreement. The limits of coverage shall not be less than: Workers' Compensation Georgia Statutory Employer's Liability $1,000,000 Limit Each Accident $1,000,000 Limit Disease Aggregate $1,000,000 Limit Disease Each Employee 19.9 Property Damage. Property damage liability insurance including coverage of motor vehicles with limits not less than $5,000,000, naming the City and the Aviation Commission as an additional insured. 19.10 Automobile Liability Insurance - Covering all owned, non -owned and hired vehicles, used in connection with the Car Rental Concession in the amount of $ 5,000,000. This policy must be endorsed to indicate that any premium, whether deposit or final, will be the sole obligation of the Concessionaire. 19.11 Contractual Liability Insurance - Covering all liability arising out of the terms of the Concession Agreement Documents, in the amount of $1,000,000. 19.12 The Commercial General Liability Insurance coverage in the amount of $3,000,000 as listed in Standard Liability Insurance Manuals, which are applicable to the operations of the Concessionaire in the performance of this Concession Agreement. 19.13 An insurance binder letter or a Certificate of Insurance must be sent to: Ace Car Rental Concession Agreement City of Augusta Risk Manager 530 Greene Street Room 217 Augusta, Ga. 30901 (706) 821 -2502 (Fax) 19.14 Indemnification and Hold Harmless Except where, and to the extent caused by the gross negligence of the City, its agents, employees, Concessionaires, officers or the Board of the Aviation Commission, Concessionaire shall protect, defend, reimburse, indemnify, and hold Augusta - Richmond County, the Aviation Commission, its members, agents, employees, and elected officers and each of them, free and harmless at all times as set forth in the Augusta - Richmond County Code, and particularly Article 1, Chapter 3, Division 1, Section 1- 3 -8.5, Indemnity and Insurance, as the same may be amended from time to time, and described herein. In the event of a conflict between the provisions of the Augusta - Richmond County Code and this Concession Agreement, the broader requirement shall govern. 19.15 Loss Control and Safety Concessionaire shall retain control over its employees, agents, servants and subcontractors, as well as control over its invitees, and its activities on and about the premises and the manner in which such activities shall be undertaken and to that end, Concessionaire shall not be deemed to be an agent of the Commission or County. Precaution shall be exercised at all times by Concessionaire for the protection of all persons, including employees and property. Concessionaire shall make special effort to detect hazards and shall take prompt action where loss control/safety measure should reasonably be expected. 19.16 Attorneys' Fees; Payment On Behalf Of Commission Concessionaire agrees to pay on behalf of the City and/or the Commission, as well as provide a legal defense, both of which will be done only if and when requested by the City and/or the Commission, for all claims as described in the Hold Harmless subparagraph. Such payment on behalf of the City and/or the Commission shall be in Ace Car Rental Concession Agreement addition to any and all other legal remedies available to the City and /or the Commission and shall not be considered to be the City and/or the Commission's exclusive remedy. SECTION 20 -TIME AND PLACE OF PAYMENTS The rents, fees, and charges described in this Agreement shall be payable at the times stated above. Payments to the Commission may be made by wire transfer to the following accounts: Concessions Rents and Fees Bank: Citigroup Smith Barney Routing Number: 021272655 Address: One Tenth Street Suite 600 Augusta, GA 30901 Account Number: 1020838403 CFC's Payment Bank: Citigroup Smith Barney Routing Number: 021272655 Address: One Tenth Street Suite 600 Augusta, GA 30901 Account Number: 1083672930 If Concessionaire elects not to make payments by wire transfer, payments to the Aviation Commission shall be made at the Office of the Airport Director as set forth below or such other place as may hereafter be designated by the Aviation Commission. Airport Director Augusta Regional Airport 1501 Aviation Way Augusta, Georgia 30906 SECTION 21 - NON - DISCRIMINATION 21.1 Concessionaire shall furnish its accommodations and /or services on a fair, equal and not unjustly discriminatory basis to all users thereof and it shall charge fair, reasonable, and non - discriminatory prices for each unit or service, provided that Concessionaire may Ace Car Rental Concession Agreement be allowed to make reasonable and non - discriminatory discounts, rebates, or other similar type of price reductions to volume purchasers. 21.2 Concessionaire shall make its accommodations and/o services available to the public on fair and reasonable terms without discrimination on the basis of race, creed, color, sex, sexual orientation, age, national origin, or disability. 21.3 Non - compliance with the above paragraphs, after written findings, shall constitute a material breach thereof and in the event of such non - compliance, the Commission shall have the right to terminate this Agreement or at the election of the County and/or the Commission or the United States, either or both said governments shall have the right to judicially enforce the above paragraphs. 21.4 Concessionaire assures that it will undertake an affirmative action program to ensure that no person shall on the grounds of race, creed, color, national origin, sex, or disability be excluded from participating in any employment activities covered in 14 C.F.R. Part 152, Subpart E, and /or 49 C.F.R. Part 21. Concessionaire assures that no person shall be excluded on these grounds from participating in or receiving the services or benefits of any program or activity covered by this subpart. Concessionaire assures that it will require that its covered sub - organization provide assurances to Concessionaire that they similarly will undertake affirmative action programs and that they will require assurances from their sub - organizations, as required by the aforesaid regulations, to the same effect. 21.5 Concessionaire will maintain open hiring and employment practices and will accept applications for employment in all positions from all qualified individuals. 21.6 Concessionaire will provide to the City any information needed in the preparation of reports or documents and other data relative to equal employment. 21.7 Concessionaire shall include similar clauses in any subcontracts and shall cause such subcontractors to include these clauses in any contract related to the provision of services. SECTION 22 - AIRPORT CONCESSION DISADVANTAGED BUSINESS ENTERPRISES Ace Car Rental Concession Agreement 22.1 Certification Required. It is the policy of the City to support participation of Airport Concession Disadvantaged Business Enterprises (ACDBEs), as defined in 49 CFR Part 23, in concession activities at the Airport. This Agreement is subject to the provisions of 49 CFR Part 23 as applicable. 22.2 Opportunities for Participation. It is the policy of the City to ensure that ACDBEs, as defined in 49 CFR Part 23, and other small businesses have an equal opportunity to receive and participate in Department of Transportation (DOT) assisted contracts. The City encourages the Concessionaire to make every reasonable effort to maximize contracting opportunities for ACDBEs and other small businesses in any construction or architectural changes to the premises and in the procurement of goods and services necessary for the operation of the Rental Car Concession at this Airport. Reports. Concessionaire shall submit ACDBE participation reports to the City as required for the purpose of demonstrating compliance with 49 CFR Part 23. 22.3 Non - Discrimination in Contracts. The City encourages Concessionaire to create and maintain a diverse workforce, contractor and supplier base. The Concessionaire shall not create barriers to open and fair opportunities for minority business enterprises (MBEs), women's business enterprises (WBEs), small business enterprises (SBEs) and disadvantaged business enterprises (DBEs) to participate in all rental car contracts at the City and to obtain or compete for contracts and subcontracts as sources of supplies, equipment, construction and services. In considering offers from and doing business with contractors and suppliers, the Concessionaire shall not discriminate on the basis of race, color, creed, religion, sex, age, disability, nationality, marital status, sexual orientation or disability. SECTION 23 — NOTICE All notices, demands, and requests which may or are required to be given by either Airport or Lessee to the other shall be in writing and shall be deemed to have been Ace Car Rental Concession Agreement properly given when sent postage pre -paid by registered or certified mail (with return receipt requested) addressed as follows: Augusta Aviation Commission Attn: Executive Director 1501 Aviation Way Augusta, GA 30906 Bentley Auto Rental, LLC d/b /a Ace Rental Car Attn: Charles Bentley 133 Charlestowne Place Aiken, SC 29803 Either party may change the address and name of addressee to which subsequent notices are to be sent by notice to the other given as aforesaid. SECTION 24 - ENTIRE AGREEMENT This Agreement contains the entire agreement of the parties and no representation, inducements, promises, or agreement, oral or otherwise, between the parties not embodied herein shall be of any force or effect. No failure of the City to exercise any power at variance with the terms hereof shall constitute a waiver of the City's right to demand exact compliance with the terms hereof. SECTION 25 - GOVERNING LAW This Agreement and all disputes arising hereunder shall be governed by the laws of the State of Georgia. SECTION 26 - VENUE All claims, disputes, and other matters in question between the City and Concessionaire arising out of or relating to this Agreement, or the breach hereof, shall be decided in the Superior Court of Richmond County, Georgia. Concessionaire, by executing this Agreement, specifically consents to jurisdiction and venue in Richmond Ace Car Rental Concession Agreement County and waives any right to contest jurisdiction and venue in the Superior Court of Richmond County, Georgia. SECTION 27 - ATTORNEY'S FEES If the Commission is reasonably required to obtain counsel to enforce any of its rights under this Agreement or to collect its fees and charges, the Commission shall be entitled to recover from concessionaire reasonable attorney's fees incurred by it in connection with such proceedings. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written. City of Augusta Augusta Aviation Commission: By: & By: AFL Mayor Chairman V RA Date: / y,1 //l Attese ��0®� � 4�I i ale ,� s ` } Dale: BENTLEY AUTO RENTAL, LLC D/B /A ACE RENTAL CAR: Title: Q env , Date: 421\ Ace Car Rental Concession Agreement Approved as to content: By: Airport Director Approved as to form: By: City Attorney Date: Ace Car Rental Concession Agreement