HomeMy WebLinkAboutResolution - 3280 - Lease Agreement - Smarte Carte Inc - Operating Space, LIA - 01_11_1990W
.,� Resolution # 3280
January 11, 1990
Item #14
HW:da
RESOLUTION
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK:
THAT the Mayor of the City of Lubbock BE and is hereby authorized and
directed to execute for and on behalf of the City of Lubbock an Agreement
with Smarte Carte, Inc., attached herewith, which shall be spread upon the
minutes of the Council and as spread upon the minutes of this Council shall
constitute and be a part of this Resolution as if fully copied herein in
detail.
Passed by the City Council this 11th day of January 1990.
J. e C"
B. C. McMI , MAYOR
ATTEST:
a6ette Boyd, City S6tretary
APPROVED AS TO CONTENT:
ern E. Case, Director of Aviation
APPROVED AS TO FORM:
Harold Willard, Assistant ity Attorney
�3?<V
HW:da
THE STATE OF TEXAS §
COUNTY OF LUBBOCK §
KNOW ALL MEN BY THESE PRESENTS:
AGREEMENT
THIS AGREEMENT, made and entered into at Lubbock, Texas, by
and between the CITY OF LUBBOCK, TEXAS, a home rule municipality,
hereinafter referred to as "Lessor," and SMARTE CARTE, INC., a
Minnesota Corporation, hereinafter referred to as "Lessee."
WITNESSETH•
WHEREAS, Lessor owns and operates a public airport known as
Lubbock International Airport, and hereinafter referred to as
"Airport;" and
WHEREAS, Lessee owns a cart management system which rents
carts to the public on a self-service basis for use in transport-
ing baggage at airport terminals and other locations; and
WHEREAS, both Lessor and Lessee agree that it would be to
their mutual advantage if Lessee installed, operated and main-
tained its cart management system at the Airport;
NOW THEREFORE, for and in consideration of the covenants and
conditions herein contained and other valuable consideration,
Lessor hereby authorizes Lessee to install, operate and maintain
its cart management system at the Airport and exercise.the
rights, powers and privileges hereinafter set forth.
ARTICLE I
The term of this Agreement shall be for period of five (5)
years beginning one hundred and twenty days (120) after the exe-
cution of this Agreement and shall be automatically extended for
an additional five (5) years unless Lessor or Lessee gives writ-
ten notice to the other party not less than ninety (90) days
prior to the expiration of the first five-year period.
ARTICLE II
For purposes of this Agreement, the following definitions
shall be applicable:
"Gross proceeds" shall mean the sum of every net rental
charge (as hereinafter defined) generated from the rentals of
carts from the cart management units installed at the Airport,
excluding therefrom, however, all sales taxes and excise taxes
imposed by governmental taxing agencies accruing as a result of
such rentals.
"Net rental charge" shall mean the rental charge for each
cart rented by a user obtaining release of the cart from a cart
management unit installed at the Airport, less the amount of
refund received by the user (or other person) upon return of the
cart to the cart management unit.
ARTICLE III.
In consideration of the rights, powers and privileges herein
granted, Lessee shall pay to Lessor in each calendar month of
this Agreement that gross proceeds from cart rentals at the
Airport exceed TWO HUNDRED DOLLARS ($200) a rental equal to FIVE
PERCENT (5%) of such gross proceeds.
On or before the twentieth (20th) day of each month this
Agreement is effective, Lessee shall submit to the Director of
Aviation of Lessor a true and correct statement of gross proceeds
received by Lessee from cart rentals at the Airport during the
preceding calendar month and payment shall be made -contemporane-
ously and in accordance with said statement.
ARTICLE IV
This Agreement is subject to the following conditions:
1. Approximately 120 days after the execution of this Agree-
ment, Lessee will at its own expense install two (2) cart
management units and twenty-two (22) carts at locations in
the common bag claim areas of the Airport designated by the
Director of Aviation of Lessor, and may subsequently install
additional units and carts with the consent of said Director
of Aviation. Lessor will provide the electrical hookups
necessary for the operation of all such units.
2. Lessee will operate and maintain all cart management units
and carts installed at the Airport, and Lessor shall have no
right or title to such units or carts, nor any responsibil-
ity to operate and maintain the same, other than the payment
of Tabor costs not to exceed twenty dollars ($20) per week
per cart management unit.
3. This Agreement is subject to all applicable laws, ordi-
nances, rules and regulations pertaining to Lubbock Interna-
tional Airport.
4. Lessee's right to operate a cart management system at the
Airport shall be nonexclusive.
- 2 -
5. Lessee will erect no signs or displays and will distribute
no advertising matter in the Airport without the prior writ-
ten consent of the Director of Aviation. Such prior written
consent shall not be required for advertising placed by
Lessee with Ackerly Airport Advertising, Inc., or any other
party having the right to sell, rent or offer airport termi-
nal advertising space.
6. Lessor shall have the right at all times to change the loca-
tion of the cart management units, and the cost of any such
change shall be borne by Lessee.
7. Lessor shall have the right to approve any alterations to
the common bag claim areas of the Airport necessary for the
installation of cart management units and carts.
8. Lessor, acting by and through its Director of Aviation or
other designated representative, shall have the right to
inspect the cart management units and carts at all reason-
able times during the term of this Agreement.
9. Any property of Lessor or any property for which Lessor may
be responsible, which is damaged or destroyed incident to
the exercise of any right, power or privilege herein granted
Lessee, or as a result of acts or omissions of employees or
agents of Lessee, shall be properly repaired or replaced by
Lessee to the satisfaction of Lessor.
10. Upon sixty (60) days written notice to Lessor, Lessee may
increase the net rental charge for the use of its carts at
the Airport consistent with cart management system opera-
tions at other locations.
11. Lessee covenants and agrees to fully indemnify, defend and
forever save harmless Lessor, its authorized agents, repre-
sentatives, officers and employees, individually and collec-
tively from and against any and all liability for fines,
claims, suits, demands, actions or causes of action of any
nature arising directly or indirectly out of or resulting
from any acts or omissions of Lessee, its agents, officers
or employees under this Agreement.
12. Lessee shall maintain at all times, at its sole expense,
insurance with an insurance underwriter authorized to do
business in the State of Texas, against claims of public
liability and property damage resulting from Lessee's busi-
ness activities at the Airport pursuant to this Agreement.
The amount of coverage shall not be less than the following:
- 3 -
Public Liability $250,000 each person
$250,000 each occurrence
Property Damage $250,000
Certificates of insurance or other satisfactory evidence of
insurance shall be provided by Lessee to the Director of
Aviation of Lessor prior to the beginning of the term.of
this Agreement. Each certificate shall name the Lessor,
City of Lubbock, as an additional insured, and also contain
a provision requiring the insurer to give the Lessor written
notice of cancellation or of any material change in coverage
at least thirty (30) days in advance of the effective date
of such cancellation or material change.
13. This Agreement is assignable by Lessee to its bank lender
and Lessor agrees to permit such bank lender to exercise the
rights, powers and privileges of Lessee under this Agree-
ment.
14. The failure of Lessor to insist in any one or more instances
upon performance of any of the terms or conditions of this
Agreement shall not be construed as a waiver or relinquish-
ment of the future performance of any such terms or condi-
tions, and Lessee's obligation with respect to such future
performance shall continue in full force and effect.
ARTICLE V
This Agreement shall terminate at the end of its term and
Lessee shall have no further right or interest in the Airport.
This Agreement is also subject to termination for the rea-
sons set forth below, provided that thirty (30) days written
notice is given to the non -terminating party. Rental due here-
under shall be payable only to the effective date of said termi-
nation.
A. Lessee may terminate upon the happening of any of the
following:
1. The permanent abandonment of the Airport as an airline
terminal.
2. The issuance of an injunction by any court of competent
jurisdiction which in any way prevents or restrains the
use of the Airport or any substantial part thereof, for
Airport purposes, provided such injunction remains in
force for at least thirty (30) days.
- 4 -
R...
3. The breach by the Lessor of any of the terms, covenants
or conditions of this Agreement to be kept, performed
and observed by the Lessor, and the failure of the
Lessor to remedy such breach for a period of thirty
(30) days after written notice from Lessee of the exis-
tence of such breach.
4. The assumption by the United State Government, or any
of its authorized agencies, of the operation, control
or use of the Airport and its facilities in such a
manner as to substantially restrict Lessee from operat-
ing under the terms of this Agreement, if such restric-
tion is to continue or has continued for a period of
three (3) months or more.
B. Lessor may terminate upon the happening of any of the
following:
1. If Lessee shall file a voluntary petition of
bankruptcy; or, if the proceedings in bankruptcy shall
be instituted against Lessee and it is thereafter adju-
dicated as bankrupt pursuant to such proceedings; or,
if a court shall take jurisdiction of Lessee and its
assets pursuant to proceedings brought under the provi-
sion of any federal reorganization act; or, if a
receiver for Lessee's assets is appointed; or, if
Lessee shall be divested or its rights, powers and
privileges under this Agreement by other operation of
law.
2. If Lessee shall abandon and discontinue operations
under this Agreement.
3. If Lessee shall default in or fail to make any payments
at any time and in theamountsrequired by this Agree-
ment.
4. If Lessee shall fail to perform, keep or observe all of
the covenants and conditions contained in this Agree-
ment to be performed, kept or observed by Lessee.
5. If Lessee shall fail to abide by all applicable laws,
ordinances, rules and regulations of the United States,
State.of Texas and City of Lubbock.
6. If Lessor, acting in good faith, finds termination of
the rights, privileges and interests of Lessee acquired
under this Agreement to be necessary to secure federal
financial aid for the development of the Airport, or
further development or promotion of aeronautical opera-
tions thereon.
- 5 -
ARTICLE VI
Notices to Lessor required or appropriate under this Agree-
ment shall be deemed sufficient if in writing and mailed by cer-
tified mail, return receipt requested, to the Director of Avia-
tion, Lubbock International Airport, Route 3, Box-201, Lubbock,
Texas 79401.
Notices to Lessee required or appropriate under this Agree-
ment shall be deemed sufficient if in writing and mailed by cer-
tified mail, return receipt requested, to Smarte Carte, Inc.,
2480 East County Road F, White Bear Lake, MN 55110. 9
EXECUTED this 6 day of��' , 19.
SMARTE CARTE, INC.
/h
ATTEST
CITY OF LUBBOCK, TEXAS
B.C. McMINN, MAYOR
ATTFyST:
RanetLte Boyd, City .9/ecre'rary
APP OVED AS TO CONTENT:
Bern E. Case, Director of Aviation
APPROVED AS TO FORM:
g10 � a Ix --�_ e�
'Harold Willard, Assis ant
City Attorney