HomeMy WebLinkAbout2010-08-09 10-279 ORDERCOUNCIL ACTION
Item No.
Date: August 9, 2010
Item/Subject: ORDER, Authorizing the Interim City Manager to Enter into Two -Year Off -Airport Car
Rental Agreement with Enterprise -Rent-A-Car Company to Provide Car Rental Services.
Responsible Department: Airport
Commentary:
This agreement will allow Enterprise Rent-A-Car Company to provide rental cars to Bangor
International Airport passengers from its off Airport location. This agreement outlines procedures,
parameters, and payment arrangements for off -Airport rentals. In exchange for the right to operate an
off -airport rental operation, Enterprise will pay the Airport 7.5% of gross rental revenues derived from
Airport Activities.
Rebecca Hupp
Department Head
Manager's Comments:
This has been reviewed and is recommended for approval by the Airport Comm
Ma
Associated Information:
Order
Budget Approval:
Finance Director
Legal Approval:
-ZAN
00, City Solicitor
Introduced for
X Passage
First Reading
Referral
Page 1 of 1
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Assigned to Councilor — Blanchette August 9, 2010
CITY OF BANGOR
(TITLE.) ORDER, Authorizing the Interim City Manager to Enter into Two -Year Off -Airport
Car Rental Agreement with Enterprise -Rent-A-Car Company to Provide Car Rental
Services.
WHEREAS, The City owns and operates an airport, commonly known as Bangor
International Airport (hereinafter sometimes referred to as "BIA" situated
in the City of Bangor, County of Penobscot, State of Maine; and
WHEREAS, automobile rental services at BIA are useful for the proper accommodation
of passengers arriving at and departing from BIA; and
WHEREAS, the commercial use of BIA, which includes Godfrey Boulevard, is
prohibited without the express written consent of the Owner; and
WHEREAS, Enterprise Rent-A-Car desires to pick up automobile rental customers
arriving at BIA and is willing to compensate Owner for this privilege;
NOW, THEREFORE, BE IT ORDERED BY THE CITY COUNCIL OF THE CITY OF
BANGOR, That
the Interim City Manager is authorized to enter into a two-year off -airport rental
agreement with Enterprise Rent-A-Car providing the Airport seven and one-half percent
(7.5%) of gross rental revenues derived from Airport activities in a form acceptable to
the City Solicitor or the Assistant City Solicitor.
IN CITY COUNCIL
August 9, 2010
Passed
ZCITY CLElff-
(TITLE,) Anthorizine the Interim City
MAnaeex_to Enter into Two- Yar Off -Airport
Car Rental Agreement with Enterprise-Rent-
--A-Car company to Provide Car Rental Services
Assigned to Couaciior ' l
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this
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BANGOR INTERNATIONAL AIRPORT
OFF PREMISES CAR RENTAL LICENSE AGREEMENT
THIS OFF PREMISES CAR RENTAL LICENSE AGREEMENT executed in duplicate
The CITY OF BANGOR, a body both politic and corporate,
duly organized and existing under and by virtue of the laws
of the State of Maine and being located in the County of
Penobscot, State of Maine (hereinafter sometimes referred
to as the "Owner")
and
ENTERPRISE RENT -A -CAR COMPANY OF BOSTON, INC.
a body corporate and organized and existing under and by
virtue of the laws of the State of Massachusetts, and having
a place of business at Londonderry, New Hampshire (hereinafter
sometimes referred to as "Licensee").
WITNESSETH:
WHEREAS, Owner owns and operates an airport, commonly known as Bangor
International Airport (hereinafter sometimes referred to as "BIA" situated in the City of Bangor,
County of Penobscot, State of Maine; and
WHEREAS, automobile rental services at BIA are useful for the proper accommodation
of passengers arriving at and departing from BIA; and
WHEREAS, the entrance way of BIA, Godfrey Boulevard, is a private way; and
WHEREAS, the commercial use of BIA, which includes Godfrey Boulevard, is
prohibited without the express written consent of the Owner; and
WHEREAS, Licensee desires to pick up automobile rental customers arriving at BIA and
is willing to compensate Owner for this privilege; and
WHEREAS, Owner is agreeable to make said services available at BIA and Licensee
desires to and is qualified, ready and able to perform or see to the performance of said services;
NOW, THEREFORE, the parties hereto do mutually agree as follows:
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ARTICLE I
CONSENT TO USE OF PREMISES
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The Owner, for and in consideration of the fees to be paid, and the obligations to be
performed by Licensee, hereby grants to Licensee, for a limited term as hereinafter set forth, the
nonexclusive right to conduct and operate automobile rental services at BIA, subject to the terms
and conditions set forth below. In connection with the right herein granted, the Owner hereby
gives its consent to Licensee to solicit automobile rental business from passengers arriving at
BIA. The rights herein granted and Owner's consent hereunder are given under and subject to
the following express conditions, with all of which Licensee expressly agrees to comply:
A. Licensee may meet arriving passengers with a clearly marked courtesy
vehicle or rental vehicle for transportation to an off -premises location
for rental vehicle pickup.
B. Licensee may drop departing passengers off at BIA using a clearly
marked courtesy vehicle or rental vehicle.
C. Licensee shall not be allowed to park or store any vehicle at BIA.
ARTICLE II
TERM
This Agreement shall be in force beginning on the I st day of December 2005 and
terminating on the 30th day of September 2008.
ARTICLE III
USE OF BIA
Licensee shall operate in a businesslike, careful, clean and non -hazardous manner while
providing or conducting automobile rental services at BIA. Licensee shall conduct no other
business whatsoever on the BIA premises without the prior express written consent of the BIA
Director.
ARTICLE IV
FEE CHARGES
A. During the term of this Agreement Licensee shall pay to the Owner as fees for the
right to operate at BIA, and for the other rights and privileges herein granted by Owner, an
amount equal to seven and one-half percent (7.5%) of Licensee's gross revenues derived from
automobile rentals to customers picked up by the Licensee at the Airport and transported to
Licensee's rental location in its courtesy vehicle.
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B. The term "gross revenues" as used herein shall be construed to mean, for all purposes
hereof, the aggregate amount of all time and mileage charges made, personal or accident
insurance premiums charged, and services performed for cash, on credit or otherwise of every
kind, name or nature regardless of when or whether paid for, in conjunction with and from the
automobile rental business herein authorized. It shall not include federal, state or local taxes
collected by Licensee from its customers, the licensing fee itself, sums received as insurance
compensation for damage to Licensee's automobiles or property, or sums received from loss,
conversion or abandonment of Licensee's automobiles.
C. Licensee shall pay to the Owner all fee charges herein required, without any prior
demand therefor, in lawful money of the United States, at the address of the Owner as herein set
forth or at such other places as the Owner may designate in writing, in accordance with the
following schedule:
(1) With regard to monthly fees. Licensee shall, no later than the
15th day of each month, pay to Owner an amount equal to seven and one-half
percent (7.5%) of the gross revenues of the preceding
month. Said payment shall be accompanied by an activity
summary of daily revenue and related data, on a form approved
by the BIA Director, and a statement of gross revenues for the
month in question, both to be signed and certified as being
complete and accurate by a person authorized by Licensee
to prepare such documents.
(2) Within sixty (60) days after the annual anniversary date of
the execution of this Agreement, Licensee shall provide to the
Owner a statement of Licensee's gross revenues for the
preceding twelve (12) months signed and certified as being
complete and accurate by an appropriate corporate officer
of Licensee.
(3) It is understood and agreed that Licensee shall pay Owner
any underpayments and Owner shall reimburse Licensee for
any over -payments with regard to Paragraph C(2) above
should any such underpayments or overpayments be discovered
during Owner's review of Licensee's monthly or annual
statement of gross revenues or activity summaries.
ARTICLE V
LICENSEE'S RIGHTS
During the term hereof Licensee shall have, and Owner hereby gives and grants to
Licensee the right to conduct a commercial activity, as herein described, on BIA property.
Further, Licensee is given the right to the use of BIA roads useful in the conduct and operation of
Licensee's business authorized herein, subject to all ordinances or regulations regarding use of
such roads duly promulgated by the Bangor City Council or the Owner's BIA Director. Licensee
is granted no other right with regard to the use of BIA property and the rights granted herein may
be revoked at any time for noncompliance with the terms and conditions herein.
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ARTICLE VI
LICENSEE'S OBLIGATIONS
Licensee hereby covenants and agrees:
A. To furnish good, prompt and efficient service, adequate to meet all reasonable
demands for automobile rental services at BIA on a fair and reasonable basis.
B. That the rental automobiles made available hereunder shall be maintained at
Licensee's sole expense, in good operative order, free from known mechanical defects, and in a
clean, neat and attractive condition, inside and outside.
C. That Licensee shall provide its automobile rental services at all times necessary to
meet the reasonable demands of the traveling public using BIA.
D. That personnel performing services hereunder shall be neat, clean and courteous, and
Licensee shall not permit its agents, servants or employees so engaged, to conduct business in a
loud, noisy, boisterous, offensive or objectionable manner, or to solicit BIA business outside the
scope of this Agreement.
E. That Licensee shall abide by and be subject to all reasonable rules, ordinances and
regulations which are now, or may from time to time, be promulgated by the BIA Director or
Owner concerning the management, operation or use of BIA.
F. That Licensee will keep or cause to be kept true, accurate and complete records of
business conducted hereunder and Licensee further agrees that Owner shall have the right,
through its duly authorized agents or representatives, to examine all pertinent records at any and
all reasonable times for the purpose of determining the accuracy thereof and of the reports
required to be made by Licensee as provided herein.
ARTICLE VII
OWNER'S OBLIGATIONS
A. The Owner hereby covenants and agrees that it shall take appropriate action within its
authority as Owner of BIA to protect the rights and privileges granted to Licensee under this
Agreement. The Owner agrees that it will not authorize the transaction of any car rental business
on BIA premises by those entities who do not have Owner's consent to conduct such business.
Such consent shall be required for business including, but not limited to, advertising displays,
solicitation of customers, or direct telephone lines to businesses, whether located on or off BIA
property. Owner agrees that it will not permit unauthorized car rental employees or agents to
wear distinctive clothing, or to otherwise dress, as a means of identification.
B. The Owner further covenants and agrees to instruct all of its employees and all other
car rental businesses having contact or dealing in any way with members of the general public at
BIA, (1) to refer all requests for car rental services to that one of the authorized car rental
businesses for which the customer shall indicate a preference, not excluding authorized car rental
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business operations at a permanent location on or off the BIA premises; and (2) to refer requests
for car rental businesses located in the Terminal Building or having courtesy phones to an off
premises location, without favoring one over the other.
ARTICLE VIII
INDEMNITY
Licensee shall defend, indemnify, save and hold harmless the Owner from and against
any and all claims, demands, suits, judgments, costs and expenses asserted by any person or
persons, including agents, invitees or employees of Licensee, by reason of death or injury to
persons, or loss or damage to property resulting from Licensee's operations under this
Agreement or as the result of anything done or omitted by Licensee hereunder, except to the
extent that such claims, demands, suits, judgments, costs and expenses may be attributed to the
acts or omissions of the Owner, its agents, employees or invitees.
Licensee hereby expressly agrees that it will defend, indemnify, save and hold the Owner
harmless from any and all claims made or asserted by Licensee's activities under this
Agreement. For this purpose, Licensee hereby expressly waives any and all immunity it may
have under the Maine Workers' Compensation Act in regard to such claims made or asserted by
Licensee's agents. servants or employees. The indemnification provided under this Article shall
extend to and include any and all costs incurred by the City to answer, investigate, defend and
settle all such claims, including, but not limited to, the City's costs for attorney fees, expert and
other witness fees, the cost of investigators and payment in full of any and all judgments
rendered in favor of Licensee's agents, servants or employees against the City in regard to claims
made or asserted by such agents, servants or employees.
In exercising the rights granted under this Agreement, Licensee shall at all times be
regarded as an independent entity conducting its own private business and shall not at any time
act, hold itself out, or purport to act as agent, contractor or employee of the Owner.
ARTICLE IX
INSURANCE
A. Licensee shall obtain and maintain continuously in effect at all times during the term
hereof, at Licensee's sole expense, general liability insurance arising in any manner out of
Licensee's exercise of the rights granted herein and occurring on or about the roads, driveways
or other portions of the BIA premises used by Licensee pursuant to this Agreement. Such
insurance shall name Owner as a co-insured thereunder. Licensee shall also, without cost to
Owner, obtain and maintain during the term hereof, automobile liability insurance in the
coverage amounts required by law covering the operation of rental or other automobiles operated
by Licensee at any time on the BIA premises. General liability and liability insurance required
under this Article shall provide coverage limits of not less than Five Hundred Thousand
($500,000.00) Dollars for personal injury to or the death of any one person in any one accident;
One Million ($1,000,000.00) Dollars for personal injury to or death of two or more persons in
any one accident; and Five Hundred Thousand ($500,000.00) Dollars for damage to property in
any one accident. Licensee shall, upon execution of this Agreement, provide to Owner
certificates evidencing all such insurance required herein.
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B. Owner agrees to notify Licensee in writing as soon as practicable of any claim,
demand or action arising out of an occurrence covered hereunder of which Owner has
knowledge, and to cooperate with Licensee in the investigation and defense thereof.
ARTICLE X
OWNER TERMINATION RIGHTS
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Owner shall have the right upon ten (10) days' prior written notice to Licensee to cancel
this Agreement in its entirety, upon or after the happening of one or more of the following
events, if said event or events shall then be continuing:
A. If Licensee shall make a general assignment for the benefit of
creditors;
B. If Licensee shall file a voluntary petition for bankruptcy or
petition seeking its reorganization or the readjustment of its
indebtedness under the Federal Bankruptcy Act or under any
similar State laws;
C. If an involuntary petition in bankruptcy shall be filed against
Licensee and Licensee is thereunder adjudged a bankrupt;
D. If Licensee shall consent to the appointment of a receiver,
trustee, or liquidator of all or substantially all of the
property of Licensee;
E. If Licensee shall voluntarily abandon and discontinue its
automobile rental service serving BIA for a period of thirty
(30) consecutive days;
F. If Licensee shall fail to pay the fee charges or other money
payments required by this Agreement and such failure shall
not be remedied within thirty (30) days following receipt by
Licensee of written notice from Owner to do so; or
G. If Licensee shall default in fulfilling any of the terms,
covenants or conditions to be fulfilled by it hereunder and
shall fail to commence with due diligence the remedying of
such default within thirty (30) days following receipt by
Licensee of written demand from Owner to do so.
In the event of any cancellation or termination of this Agreement by Owner for any of the
reasons specified above, Licensee shall have ten (10) days within which to cease and desist from
soliciting or conducting automobile rental business on BIA property, without further demand by
Owner.
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ARTICLE XI
LICENSEE'S TERMINATION RIGHTS
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Licensee shall have the right, upon written notice to Owner, to terminate or suspend this
Agreement upon the happening of one or more of the following events, if said event or events
shall then be continuing:
A. The issuance by a court of competent jurisdiction of an injunction,
order or decree preventing or restraining the use by Licensee of
all or any substantial part of the BIA property, or preventing or
restraining use of BIA for normal airport purposes, or the use of
any part thereof which may be used by Licensee and which is
necessary for Licensee's operations on BIA property, which
remains in force for a period of at least ninety (90) days;
B. If Owner shall default in fulfilling any of the terms, covenants
or conditions to be fulfilled by it under this Agreement, and shall
fail to cure said default within thirty (30) days following receipt
of written demand from Licensee to do so;
C. If all or a material part of BIA or BIA facilities shall be destroyed
by fire, explosion or other casualty or acts of God or the public
enemy; or
D. If the United States Government or any of its agencies shall
occupy BIA or any substantial part thereof to such an extent as
to interfere materially with Licensee's operations, for a period
of thirty (30) consecutive days or more.
ARTICLE X11
ASSIGNMENT
It is expressly agreed and understood that any and all obligations of Licensee hereunder
must be fulfilled or discharged either by Licensee, its agents, or by a successor licensed member
of Licensee's nationwide or international franchise system, and that any and all privileges of
every kind granted to Licensee hereunder may extend to and be enjoyed by such franchise
licensee so appointed; provided, however, that notwithstanding the method of operation
employed by Licensee hereunder Licensee shall continue always to remain directly liable to
Owner for the performance of all terms and conditions of this Agreement. Except as
hereinabove set out, Licensee shall not assign this Agreement without the prior express written
consent of the Owner, not permit any transfer by operation of law of Licensee's interest created
hereby, other than by merger or consolidation of substantially all of Licensee's assets and
liabilities, which shall include any fees then owed Owner hereunder.
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ARTICLE XIII
NOTICES
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All notices or demands provided for which may be given by either party to the other
under the terms of this Agreement shall be in writing, signed by the party giving the notice or
making the demand, and shall be deemed validly served or delivered upon physical delivery or
upon deposit in the United States mail, registered or certified, return receipt requested, postage
and registration fees prepaid, addressed as follows:
To Owner: Rebecca Hupp, Airport Director
Bangor International Airport
287 Godfrey Boulevard
Bangor, Maine 04401
To Licensee: Ray Moss, Regional Vice -President
Enterprise Rent -a -Car Company of Boston, Inc.
6 Perimeter Road East
Londonderry, New Hampshire 03053
or to such other addresses as the parties hereto may designate by written notice to the other party
delivered in accordance with the provisions of this Article.
ARTICLE XIV
WAIVER
Any waiver or any breach of covenants herein contained to be kept or performed by
Licensee or the Owner shall not be deemed or considered as a continuing waiver or prevent
Licensee or Owner from declaring a termination for any succeeding breach either of the same or
a different condition or covenant.
ARTICLE XV
NON-DISCRIMINATION
Licensee, in its exercise of the rights herein granted, shall not discriminate against any
employee or applicant for employment to be employed in the performance of this Agreement,
with respect to hire, tenure, terms, conditions or privileges of employment or any matter directly
or indirectly related to employment on account of such person's sex, race, color, religion,
national origin or ancestry, or on account of such person's age or handicap except where based
on a bona fide occupational qualification. Licensee shall further require a similar covenant on
the part of any agent, sub -agent or successor licensee employed in the performance of or
exercising rights granted under this Agreement.
In addition, Licensee covenants in accordance with Title VI of the Civil Rights Act of
1964 and Part 15 of the Federal Aviation Regulations, that Licensee shall not, on the grounds of
sex, race, color, age, or handicap, or in any other manner prohibited by law, discriminate, or
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permit discrimination, against any person or group of persons in any manner, and Owner is
granted the right to take such action as the United States may direct to enforce this covenant.
ARTICLE XVI
AMENDMENT TO AGREEMENT
This Agreement contains all the terms and conditions between the parties hereto and no
alteration, amendment or addition thereto shall be valid unless in writing and signed by both
parties hereto.
ARTICLE XVII
INVALID PROVISIONS
If any term or provision of this Agreement is held to be invalid or unenforceable by a
Court of competent jurisdiction, the remainder of this Agreement shall not be affected thereby
and each and every other term or provision of this Agreement shall be valid and be enforceable
to the fullest extent permitted by law.
ARTICLE XVIII
CONSTRUCTION
The headings appearing in this Agreement are intended for convenience and reference
only, and are not to be considered in construing this Agreement.
ARTICLE XIX
NO JOINT VENTURE
Nothing contained herein shall be deemed or construed by the parties hereto, nor by any
third party, as creating the relationship of principal and agent or of partnership or of joint venture
between the parties hereto, it being understood and agreed that neither the method of
computation of rent nor any other provision contained herein or any acts of the parties hereto
shall be deemed to create any relationship of proprietor and licensee.
ARTICLE XX
GOVERNING LAW; PLACE OF SUIT
This Agreement shall be governed exclusively by the provisions herein and by the laws
of the State of Maine as the same may from time to time exist.
Licensee expressly agrees that any suit brought by the Licensee to enforce any right or
privilege granted herein, or to enforce any condition hereof, shall be brought, if at all, in State
Court located in Penobscot County.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their proper officers thereunto duly authorized, and their corporate seals to be affixed hereto,
as of the day and year first written above.
Witness
Witness
CITY OF BANGOR
(By)
(Title
Printed Name: .
ENTERPRISE RENT -A -CAR
COMPANY OF BOSTON, INC
(By)
(Title) Regional Vice President
Printed Name Ray Moss
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