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HomeMy WebLinkAboutC96-001 Hertz CorporationC '96 14 o LEASE AGREEMENT BETWEEN EAGLE COUNTY and THE HERTZ CORPORATION Overflow Parking at the Eagle County Regional Airport THIS AG EMENT (hereinafter, "Agreement"), is made and entered into this day of--- 199j, effective December 1, 1994, by and between the B and of County Commissioners of the County of Eagle, State of Colorado, a body corporate and politic (hereinafter "County"), and The Hertz Corporation ("Hertz"), a corporation. WHEREAS, County owns the Eagle County Regional Airport ("Airport") located in the Town of Gypsum, Eagle County, Colorado; and WHEREAS, Hertz is a corporation authorized to do business in the State of Colorado; and WHEREAS, Hertz operates a car rental agency customer service center at the Airport by agreement with Fixed Base Operators, Inc. ("FBO"), which leases certain property at the Airport; and WHEREAS, by virtue of its agreement with FBO County deems Hertz as licensed to operate an on -airport car rental agency; and WHEREAS, Hertz' agreement with FBO provides Hertz with a certain area for parking its rental cars on the premises leased by FBO from Eagle County; and WHEREAS, Hertz finds it requires additional parking space which FBO is unable to provide; and WHEREAS, Hertz desires to lease a certain area located on the Airport for the purpose of parking rental cars; WHEREAS, County is agreeable to leasing said area to Hertz under the terms set forth below; and WHEREAS, Hertz commenced occupancy pursuant to this lease on or before December 1, 1994. THEREFORE, in consideration of the mutual promises set forth below the County and Hertz agree as follows: 1. LEASE: A. The County hereby leases to Hertz that certain real property in the Town of Gypsum, County of Eagle, State of Colorado, comprised of approximately 43,500 square feet, depicted as lots 6 and 7 on an Airport Layout Plan (labelled "Lease Parcels - South Side of Airport") attached hereto as Exhibit "A" and incorporated herein by this reference. B. The County hereby leases to Hertz that certain real property in the Town of Gypsum, County of Eagle, State of Colorado, comprised of approximately 43,500 square feet, depicted on Exhibit "A" as lots 5 and 6. The property identified -in this paragraph shall be referred to hereinafter as the "Leased Premises," the reference being to either the property identified in subparagraph A, the property identified in subparagraph B, or both properties,- according to their respective Terms or as the context requires. 2. TERM - ORIGINAL: The initial term of this Agreement is deemed to have begun on December 1, 1994, and shall end on November 30, 1995. A. The Term relative to the Leased Premises identified in paragraph 1.A. hereof is December 1, 1994 through and including October 31, 1995. B. The Term relative to the Leased Premises identified in paragraph 1.B. hereof commences November 1, 1995, ends November 30, 1995, and is subject to renewal pursuant to paragraph 3 hereof. 3. TERM - RENEWAL: Provided that the rent for the prior year and for the renewal term have been paid in full and that all other obligations of Hertz under this Agreement (and under any concession agreement with the County relative to the Airport) have been fully performed, this Agreement shall renew automatically for additional, successive one-year terms, not to exceed four such renewals, terminating not later than November 30, 1999, unless terminated by notice as provided in this Agreement. 4. USE: The Leased Premises shall be used only for the storage and staging of Hertz'. rental fleet cars, which cars are in operable, rentable condition and repair, consistent with Hertz' standards for its rental cars, and are in Hertz' active rental fleet . ( "Cars" is used in a general sense to include passenger cars, passenger vans and sports -utility vehicles in Hertz' rental fleet.) As used herein, "storing and staging" do not include vehicle maintenance. Storing or staging cars anywhere on the Airport other than on the Leased Premises or on property subleased from other lessees of County (with County's consent) will constitute a material breach of this Agreement which, if not cured within twenty-four (24) hours after notice is given to Hertz of such breach, shall constitute grounds for immediate termination of this Agreement. 2 5. RENT: Hertz shall pay rent to the County in the amount of $6960.00 per year, payable upon execution by Hertz of this Agreement. The rent for renewal terms is due and payable on the November 30 preceding each renewal year. 6. IMPROVEMENTS: Hertz may not construct any improvements on the Leased Premises without the prior written consent of County, which consent shall be given or withheld in County's sole discretion. Notwithstanding the generality of the foregoing, Hertz may erect a chain-link fence with gates for security purposes and Hertz may grade, gravel, provide for drainage and provide for ingress/egress from the Leased Premises, subject to its prior receipt of County's approval. At the termination of this Lease, all improvements which are not removable without injury to the land, and all improvements which are not removed, shall become the property of County. 7. SECURITY: Hertz shall be solely responsible for security for cars and other property on the Leased Premises, and County shall have no responsibility whatever for security, or for any injury, loss or damage to any cars or other property at the Leased Premises. 8. MAINTENANCE: Hertz shall be responsible for any maintenance required on the Leased Premises, including keeping the same free of noxious weeds and from litter. 9. UTILITIES: There is no utility service to the Leased Premises and County will provide no utilities. Hertz may at its own expense provide utilities service with County's prior written consent, which County may grant or withhold at its sole discretion. 10. ON -AIRPORT CAR RENTAL AGENCY LICENSE: This Lease shall not be deemed a license and use agreement for Hertz' operating a commercial business at the Airport. It is an express condition to Hertz' rights and privileges hereunder that it maintains a continuous contractual relationship(s), manifested by a written contract(s), (i) authorizing the operation of a car rental agency on the Airport and (ii) providing on -Airport premises for the operation of a customer service center. This Lease shall terminate upon the termination of any such contract(s) without concurrent replacement by another such contract(s). 11. TERMINATION BY NOTICE: A. Hertz may terminate this Agreement, upon thirty (30) days written notice to County, if the Airport ceases to be used for at least seasonal commercial air traffic. B. Either party may elect to terminate this Agreement at the end of the original or any renewal Term by giving written notice thereof to the other party at least sixty (60) days before the end of the Term. 3 C. In the event County elects to terminate this Agreement prior to November 30, 1999, pursuant to subparagraph B hereof, and provided that Hertz is not in breach of this Agreement at the time of County's election or at the time of the termination, County shall reimburse Hertz a prorata share of the reasonable cost of one grading and/or graveling of Lots 5 and/or 6 actually incurred by Hertz between December 1, 1995, and September 30, 1996. The prorata share to be reimbursed shall be relative to the maximum useful life of the grading and/or gravel to Hertz had the Agreement been in force through November 30, 1999. The prorata share shall be calculated by multiplying the reasonable cost by a fraction, the numerator of which is the number of full months remaining from the termination date through and including November 30, 1999, and the denominator of which shall be the number of months remaining from the date the cost is incurred through and including November 30, 1999. 12. SURRENDER OF PREMISES: Hertz covenants with the County that, at the expiration of the term of this Agreement or earlier termination, Hertz will yield up the Leased Premises to the County without further notice in as good or better condition as when the same were entered upon by Hertz. 13. INSURANCE: Hertz shall maintain during the term of this Agreement the following insurance by insurers authorized to conduct that type of insurance business in the State of Colorado: A. General Liability Insurance in the minimum amount of $150,000 per person and $600,000 per occurrence, or the limits of liability established in the Governmental Immunity Act, C.R.S. §24-10-114, or its successor, whichever is greater, for coverage of claims for damages arising from Hertz' services conducted on the Leased Premises, including but not limited to personal injury or death, property damage, and other damages imposed by law upon Hertz and each subcontractor with respect to all work performed on the Leased Premises. Such insurance shall name County as an additional insured, and Hertz shall provide County a certificate of insurance at the beginning of the Term, and upon any change in and renewal of such insurance during the Term of this Agreement. B. Workmen's Compensation insurance in the amount and in the form required by Colorado law. 14. INDEMNITY: Hertz, for itself, its subcontractors and employees, shall indemnify, defend and hold harmless the County, its respective officers, representatives, employees, boards and commissioners from any loss, damage, expense, cost, injury, liability, claims, liens, demands, actions or causes of action, whatsoever, including reasonable attorney's fees, arising out of or related to Hertz' negligent acts, errors or omissions, whether contractual or otherwise, arising from this Agreement. The 4 obligation to indemnify, defend and hold harmless extends also to all costs of defense and penalties sought by or imposed by the United States for violation of federal law regulating airports as a result of actions or omissions, whether or not deemed negligent, of Hertz and its subcontractors and employees. 15. PERSONS BOUND - NONASSIGNABILITY: The provisions of this Agreement shall inure to the benefit of and be binding upon the parties hereto, and their respective successors and assigns, provided, however, that Hertz shall not assign this Agreement, in whole or in part, or delegate any of its duties hereunder, without the prior written consent of the County, the granting or withholding of which shall be within County's sole discretion. 16. GENERAL: A. Hertz agrees to adhere to any and all applicable County, State and Federal statutes, rules, regulations, resolutions and ordinances, including the Eagle County Regional Airport Rules and Regulations and any amendments and additions thereto which may hereafter be adopted by County. A breach of this provision which is not cured within five (5) business days after notice is given to Hertz of such breach shall constitute a material breach of the Agreement and grounds for immediate termination of this Agreement. B. Hertz acknowledges that during the time of war or national emergency, County shall have the right to lease any part of the Eagle County Regional Airport to the United States Government for military or naval use, and, if such lease is executed, the provisions of this Agreement, insofar as they are inconsistent with the provisions of the lease to the Government, shall be suspended. C. This Agreement shall be subordinate to the provisions of any existing or future agreement between Eagle County and the United States relative to the operation or maintenance of the Airport the execution of which has been or may be required as a condition precedent to the expenditure of Federal funds for the development of the Airport. D. Hertz, for itself, its successors in interest and assigns, as a part of the consideration hereof, does hereby covenant and agree to operate the Leased Premises for the use and benefit of the public, more specifically as follows: 1) To furnish its services on a fair, equal, and non- discriminatory basis to all users thereof, and 2) To charge fair, reasonable, and non-discriminatory prices for each unit of sale or service, provided that Hertz may be allowed to make reasonable and non-discriminatory discounts, rebates, or other similar types of price reductions to volume purchasers. -5- E. Hertz, for itself, its successors in interest and assigns, as a part of the consideration hereof, does hereby covenant and agree that: 1) No person on the grounds of race, color, or national origin shall be excluded from participation in, denied the benefits of, or otherwise be subjected to discrimination in the use of Hertz' facilities. 2) In the construction of any improvements on, over or under the Leased Premises and the furnishing of services thereon, no person on the grounds of race, color, or national origin shall be excluded from participation in, denied the benefits of, or otherwise be subjected to discrimination. 3) Hertz shall use the Leased 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, Nondiscrimina- tion in Federally Assisted Programs of the Civil Rights Act of 1964, as said Regulations may be amended. In the event of breach of any of the above non-discriminatory covenants, the County shall have the right to terminate the Agreement and to re-enter and repossess said land and the improvements thereon, and hold the same as if said Agreement had never been made or issued. This provision does not become effective until the procedures of 49 CFR Part 21 are followed and completed, including expiration of appeal rights. F. This Agreement shall be construed under the laws of the State of Colorado, and jurisdiction and venue for any dispute arising out of this Agreement shall lie solely in the Colorado District Court or the U.S. District Court with territorial jurisdiction including Eagle County, Colorado. Any covenant, condition, or provision herein contained that is held to be invalid by any court of competent jurisdiction shall be considered deleted from this Agreement, but such deletion shall in no way affect any other covenant, condition or provision herein contained so long as such deletion does not materially prejudice the County or Hertz in their respective rights and obligations contained in the valid covenants, conditions, or provisions of this Agreement. G. All amendments to this Agreement must be made in writing by mutual agreement of the parties, and no oral amendments shall be of any force or effect whatsoever. A waiver of any right or privilege or other forebearance shall not constitute an amendment, or a waiver of the right or privilege or an agreement to forebear upon the occurrence of future events, even if identical. H. The clause headings appearing in this Agreement have been inserted for the purpose of convenience and ready reference. They do not purport to, and shall not be deemed to, define, limit or extend the scope or intent of the clauses to which they appertain. I. This Agreement supersedes all previous communications, negotiations and/or contracts between the respective parties hereto, either verbal or written, and the same not expressly contained herein are hereby withdrawn and annulled. This is an integrated agreement and there are no representations about any of the subject matter hereof except as expressly set forth herein. J. Any notices given pursuant to this Agreement shall be given in writing delivered personally or mailed with prepaid postage to the parties as follows: To Hertz: The Hertz Corporation 225 Brae Boulevard Park Ridge, New Jersey 07656 Attn: John E. Blake Senior Vice President, Properties and Facilities To County: Airport Manager Eagle County Regional Airport - ARFF Building P.O. Box 850 Eagle, CO 81631 tel. 303-524-9490 Notice shall be deemed given upon delivery or on the fourth calendar day (or, if not a postal delivery day; the next postal delivery day thereafter) after deposit in the U.S. mails, whichever occurs first. The address for notice may be changed by notice. [next page signature page] -7- IN WITNESS WHEREOF, the arties hereto have signed this document the ;Q _ day of 1996. �,t►C&a� COUNT OF EAGLE, STATE OF o� H Gia COLORADO, By and Through Its ATTEST: BOARD OF COUNTY COMMISSIONERS do,• � o �„r0�w�p4 By:.. B --- Cler o tLe'Board of mes E. sn, . County Commissioners hairman ATTEST: By: 61� — Assistant cretary nlr\c\hertz.ove S THE HERTZ CORPORATION, a corporation By: ! John E. 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