09/05/1986 Agreement
BRANCH OFFICE
3117 OVBasEAS HIGHWAY
YAllATHON. FLORIDA 3I0IO
TEL. (305) 74MOH
CLERK. OF THB CIRCUIT COURT
MONIIOE COUNTY
100 WHITIlHltAD I'I'IlItBT
BY WEft. PLOIUDA .....
ftL. (... .....U
BIlANCH OFFICI:
P.O. BOX ".
PLANTATION KEY, PLOaIDA 810'70
'l'BL (III) I6I.HI.
N!!!2!A,!,QUII
To: Airport Director
Pro.: Danny L. Kolhage, Clerk
Subject: Avis aent A Car 5y.t..
Oat.: Octob.r 20, 19"
Attach.d her.to are fully-executed copt.. of the following
Agr....nt., all of which ar. dated S.pt.-b.r 5, 1"'.
.ental Car Cone...io. Atr.....t and
Add.ndua To Atr....nt pertaining to
...rathon Airport
The.. fully-.x.cuted Aqre...nt. .hould be .ent to your Lessee
proaptly.
L. Koltta..
by
Attach..nt.
cc: I~unty Attorn.y
V~le
I] i
RENTAL CAR CONCESSION
AGREEMENT
THIS AGREEMENT, made and entered into this 5th day of
September , 1986. by and between Monroe County. a
municipal corporation organized and existing under the laws of
Florida (hereinafter called "Lessor"). and Avis Rent A Car
System, Inc., a Delaware corporation. qualified to do business in
the State of Florida (hereinafter called "Lessee");
WHEREAS. Lessor desires to grant to Lessee a non-exclusive
right to operate an automobile rental concession at and from Key
West International Airport at Key West, Florida (hereinafter
called the "Airport"; and
WHEREAS, Lessor and Lessee desire, in connection with said
operations. to provide for the leasing by Lessor to Lessee of
certain space in and around the Airline Terminal at the Airport
for th establishment of a Rental Car Concession to accommodate
the Lessee's customers and provide space for the temporary
placement of rental ready vehicles and for other purposes in
connection with said operations. all as hereinafter more specifi-
cally provided;
NOW. THEREFORE. in consideration of the premises and of
mutual covenants and promises hereinafter contained. the parties
hereto do hereby agree as follows:
1. Premises - Lessor hereby leases to Lessee for its non-
exclusive use the rental car counter located in the airline
terminal Key West. Monroe County. Florida. said counter contain-
ing 225 square feet. to be replaced by a new 288 square foot
counter/back office area effective November 1. 1985. as shown on
Exhibit A attached hereto and made a part hereof; and in addition
thereto. hereby provides 30 rental car ready spaces as reflected
by the attached exhibit B in area designated "Rental Car Ready
Area".
2. Term - This Agreement is for a term of five years.
commencing May 1. 1985.
3. Rental and Fees - Lessee, for and during the term
hereof. shall pay to Lessor for the use and occupancy of said
Basic Premises and for therights and privileges herein granted
at the following scheduled rates and fees:
(a). Counter Rental: Counter space rental will be paid
for at the following rates:
Key West International Airport - $11.12/sq.ft./annum
Counter rental space includes that space physically
enclosed by the counter. side partitions and backwall.
These rates. which are currently equal to the airline
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it 'U
rental rate for publicly exposed space. will be adjust-
ed biennially. This rate includes the operating and
maintenance expense directly related to the airline
terminal cost center plus allocated administrative cost
plus return on investment. In 1984 airline terminal
operating. maintenance and allocated administrative
costs accounted for $7.09 of the $11.12 rate at Key
West. The biennial adjustment will equal the actual
percentage increase, not to exceed 10%, in the operat-
ing, maintenance and administrative components of the
floor rental rates.
(b). Ready spaces: No charge.
(c). Concession Fee: Guaranteed minimum annual conces-
sion fee for each contract year of the five (5) year
term of this concession agreement shall be in the
following amounts:
For the First year of said term: $ 35.496.00.
For the Second " " " " $ 36.504.00.
For the Third " " " " $ 37.500.00.
For the Fourth " " " " $ 38,496.00.
For the Fifth " " " " $ 39.504.00.
The Lessee agrees to pay monthly ten (10) percent of
gross revenues for the previous month or one twelfth
(1/12) the guaranteed annual minimum. whichever is
greater. In the event, the total amount paid during
anyone year period. under this method. exceeds ten
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percent of gross revenues or the annual minimum guaran-
tee. whichever is greater. for that one year period. an
adjustment will be made to the first months fee for ~~~ ~
the next subsequent period or, at the end of the fifth
year, reimbursement will be made within thirty days.
A performance bond in the amount of $25,000 (twenty five thou-
sand dollars) shall be provided the Board of County Commission-
ers and shall be held in escrow as security to ensure confor-
mance with the Contract Provisions. It is not the intent of the
County to call the bond for rental payments unless there is a
violation of the Contract.
4. Definition of Gross Receipts - As used herein. the
term "gross receipts" shall mean the total sum of money. from
charges for net time. mileage. and personal accident insurance.
paid or payable. whether by cash or credit. (after any discount
specifically shown on the car rental agreement), by the customer
to concessionaire for or in connection with the use of vehicle
contracted for, delivered or rented to the customer at the
airport, regardless of where the payment is made or where the
vehicle is returned. The concessionaire for the purpose of its
concession rentals shall report all income. both cash and
credit. in its monthly gross receipts statement.
5. Accounting Procedures - The concessionaire shall keep
records of all sales and revenues. whether for cash or credit.
whether collected or not from it operations in a manner general-
ly accepted as standard to the automobile rental industry
located on airports. Lessee agrees to operate its business upon
the airports so that a duplicate rental agreement invoice.
serially pre-numbered, shall be issued for each sale or trans-
action whether for cash or credit. Lessee further agrees that
it will make available to Monroe County. a full and complete
book of accounts and other records required by the County to
provide a true account of all revenues pertaining to its opera-
tions under the provisions hereof. The County. acting through
its Finance Director or other authorized representative, shall
have the right to inspect and audit the concessionaire's books
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of accounts and other records in Monroe County, Florida. Know-
ingly furnishing the County a false statement of its gross sales
under the provisions hereof will constitute a default by conces-
sionaire of this agreement and the County. may at its option,
declare this contract terminated.
6. Abatement of Minimum Guarantee - In the event that (1)
for any reason the number of passengers deplaning on scheduled
airline flights at the airport during any period of thirty (30)
consecutive days shall be less than sixty percent (60%) of the
number of such deplaning passengers in the same period in the
preceding calendar year. or in the event that (2) in the opinion
of the Board of County Commissioners. the operation of Lessee's
car rental business at the airports is affected through no fault
of Lessee by shortages or other disruption in the supply of
automobiles. gasoline. or other goods necessary thereto, and
said shortages or other disruption results in the material
diminution in Lessee's gross receipts hereunder for a period of
at least thirty (30) days. and said shortage or other disruption
is not caused by a labor dispute with Lessee. such diminution to
be satisfactorily demonstrated by Lessee to the Board of County
Commissioners then, in either event. the Minimum Guarantee Fee
should be abated for the period of time such condition continues
to exist. During said period of time. Lessee shall continue to
pay to airport ten (10%) of gross receipts from the operations
hereunder as hereinbefore defined.
7. Rental Reimbursement - In consideration for the
concessionaire paying for the demolition of the existing rental
counter/office area and the construction of the new counter and
back office area which shall mean outside walls, interior
counter shell and supporting back office wall. connecting doors
and--ut:-i.,i-i-t:-i....... and the paving of the rental car ready area at Key ~if
West, which the County acknowledges is its responsibility. the .
monthly rental due the County as per this agreement will be used
to offset the amount paid by the concessionaire to independent
joff-ice area c
contractors for work actually performed on the counter~~-at ~\~
Key West including materials furnished or labor performed in ~~
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connection therewith. The County will contract for the paving
of the rental car ready area. Minimum annual guarantee. per-
centage fee and square footage rental rate will be fully abated
until the concessionaire's prepayment of the construction cost
of the ready car area paving and rental counter/back office area
are recovered. The concessionaire shall cause the keeping of
records that will clearly distinguish between cost associated
with the construction of the counter shell and leasehold im-
provements. The cost of construction will be shared by all
concessionaires equally.
8. Investment by the Lessee - All leasehold improvements
and their titles shall vest immediately in Monroe County upon
their acceptance by the County. Furniture, furnishings. fix-
tures and equipment will remain the personal property of conces-
sionaire and may be removed upon termination of the agreement.
provided all its accounts payable to the County are paid at that
time, or in the event the County does not purchase same.
9. Leasehold Improvements - Lessee has the right during
the term hereof. at its own expense. at any time from time to
time:
to install, maintain, operate. repair, and replace any
and all trade fixtures and other personal property
useful from time to time in connection with its opera-
tions on the Airport, all of which hall be and remain
the property of Lessee and may be removed by Lessee
prior to or within a reasonable time after expiration
of the term of this Agreement. provided. however. that
Lessee shall repair any damage to the premises caused
by such removal. The failure to remove trade fixtures
or other personal property shall not constitute Lessee
a hold-over, but all such property not removed within
ten (10) days after Lessee receives a written demand
for such removal shall be deemed abandoned and there-
upon shall be the sole property of Lessor.
Leasehold improvements shall include any installation of walls,
partitions. doors and windows, any electrical wiring, panels.
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conduits, service connections, receptacles or lighting fixtures
attached to walls, partitions. ceilings. or floor. all interior
finish to floors, walls, doors. windows or ceilings; and all
floor treatments or covering. other than carpeting. that is
affixed to floors; sanitary disposal lines and sinks. commodes,
and garbage disposal units; all heating, air treatment or ven-
tilating distribution systems, including pipes. ducts. vent-
hoods. air handling units and hot water generators; and all
refrigerator rooms or vaults and refrigerated waste rooms includ-
ing refrigeration or ventilating equipment included with same.
Any furniture, fixtures. equipment, carpeting and draperies not
classified as leasehold improvements above shall be the personal
property of the concessionaire.
10. Damage and Injury - Lessee covenants. that it and all
of its agents. servants. employees, and independent contractors.
will use due care and diligence in all of its activities and
operations at the airport(s) and the concessionaire hereby agrees
to repay or be responsible to Monroe County for all damages to
the property of the County which may be caused by an act or
omission on the part of the concessionaire. its agents. servants.
or employees and except to the extent that such damage to the
property is covered by insurance required to be provided by the
concessionaire under any provisions hereof, or is provided by the
concessionaire under any provisions hereof. or is provided by
Monroe County (except subrogation rights of the County's carrier)
concessionaire shall pay. on behalf of the County. all sums which
the County shall become obligated to pay by reason of the liabil-
ity, if any. imposed by law upon the County for damages because
of bodily injury. including damages for care and loss of service,
including death at any time resulting from bodily injury and
because of injury t%r destruction of property, including the
loss or use thereof which may be caused by or result from any of
the activities, omission, or operations of the concessionaire.
its agents. servants. or employees on the airports.
11. Other Development of Airport - Monroe County reserves
the right to further develop or improve the landing area of the
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airports as its sees fit. regardless of the desires or views of
the concessionaire, and without interference or hindrance.
provided; however. that in no event can the County deprive the
concessionaire of reasonable and direct routs of ingress and
egress to the premises.
12. Terminal Area Planning - Lessee acknowledges that
Monroe County has Master Plans including terminal area revisions.
Lessee hereby agrees to cooperate to the fullest with the County.
especially in those areas of terminal improvements which may at
some time cause relocation of rental car facilities. The County
will provide space for rental car facilities in any new terminal
area. Costs for relocation will be borne by the County.
13. Utilities - Electricity and water will be supplied to
the leasehold area by the Lessor. A monthly fee will be charged
for the use of a trash dumpster which will shared by all airline
terminal tenants.
14. Lessee's Obligations - Lessee covenants and agrees:
(a) to pay the rent and other charges herein reserved
at such times and places as the same are payable;
(b) to pay all charges for the trash dumpster assessed
to him;
(c) to make no alterations. additions. or improvements
to the demised premises without the prior written consent of
Lessor. which consent hall not be unreasonable withheld;
(d) to keep and maintain the demised premises in good
condition. order, and repair during the term of this Agreement.
and to surrender the same upon the expiration of the term in the
condition in which they are required to be kept, reasonable wear
and tear and damage by casualty, not caused by Lessee's negli-
gence, riot and civil commotion, excepted;
(e) to observe and comply with any and all require-
ments of the constituted public authorities and with all federal.
state, or local statutes, ordinances. regulations. and standards
applicable to Lessee or its use of the demised premises. includ-
ing. but not limited to, rules and regulations promulgated from
time to time by or at the direction of Lessor for administration
of the Airport;
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(f) to pay all taxes assessed or imposed by any
governmental authority upon any building or other improvements
erected or installed on the demised premises during the term of
this Agreement;
(g) to carry fire and extended coverage insurance. if
obtainable. on all fixed improvements erected by Lessee on the
demised premises to the full insurable value hereof. it being
understood and agreed that for purposes hereof the term "full
insurable value" shall be deemed to be that amount for which a
prudent owner in like circumstances would insure similar proper-
ty, but in no event an amount in excess of Lessee's original cost
of constructing said fixed improvements; and.
(h) to control the conduct. manner. and appearance of
its officers. agents and employees. and any objection from the
Director of Airports concerning the conduct. manner or appearance
of such persons. concessionaire shall forthwith take steps
necessary to remove the cause of the objection.
15. Lessor's Inspection and Maintenance - Lessor and its
authorized officers. employees. agents, contractors. sub-
contractors and other representatives shall have the right to
enter upon the demised premises for the following purposes:
(a) to inspect the demised premises at reasonable
intervals during regular business hours (or at any time
in case of emergency) to determine whether Lessee has
complied and is complying with the terms and conditions
of this agreement with respect thereto; or
(b) to perform essential maintenance. repair, relo-
cation. or removal of existing underground and overhead
wires. pipes. drains. cables and conduits now located
on or across the demised premises. and to construct,
maintain. repair relocate and remove such facilities in
future if necessary to carry out the master plan of
development of the Airport, provided, however, that
said work shall in no event disrupt or unduly interfere
with the operations of Lessee, and provided further,
that the entire cost of such work. including but not
8
limited to the cost of rebuilding, removing.
relocating, protecting or otherwise modifying any fixed
improvements at any time erected or installed in or
upon the demised premises by Lessor, Lessee or third
parties, as a result of the exercise by Lessor of its
rights hereunder. and the repair of all damage to such
fixed improvements caused thereby, shall be borne
solely by Lessor.
16. Indemnification - Lessee shall indemnify and hold
Lessor forever harmless from and against all liability imposed
upon Lessor by reason of legal liability for injuries to persons,
or wrongful death, and damages to property caused by Lessee's
operations or activities on such premises or elsewhere at the
Airport. provided that Lessor shall give Lessee prompt and timely
notice of any claim made against Lessor which may result in a
judgment against lessor because of such injury or damage and
promptly deliver to Lessee any papers. notices. documents.
summonses, or other legal process whatsoever served upon Lessor
or its agents, and provided. further. that Lessee and its insur-
er, or either of them. shall have the right to investigate.
compromise. or defend all claims. actions. suits, and proceedings
to the extent of Lessee's interest therein; and in connection
therewith the parties hereto agree to faithfully cooperate with
each other and with Lessee's insurer or agents in any said
action.
17. Liability Insurance - The Lessee agrees to indemnity
and hold the County of Monroe free and harmless from any and all
claims. suits. loss or damage, or injury to persons or property
of whatsoever kind and nature in its operation. construction, and
maintenance of this concession or in the exclusively occupied
area of the concessionaire.
A. GENERAL
The Lessee shall procure and maintain insurance of the types
and to the limits specified in paragraphs (1) through (4) inclu-
sive below.
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The Lessee shall require each of his subcontractors to
procure and maintain, until completion of that subcontractor's
work. insurance of the types and to the limits specified in para-
graphs (1) through (4) inclusive below. It shall be the respon-
sibility of the concessionaire to ensure that all his subcontrac-
tors comply with all of the insurance requirements contained
herein relating to such subcontractors.
B. COVERAGE
Except as otherwise stated. the amounts and types of insur-
ance shall conform to the following minimum requirements:
(1) Workmen's compensation - Coverage to apply for all
employees for Statutory Limits in compliance with the
applicable state and federal laws. In addition, the
policy must include Employers' Liability with a limit
of $100,000 each accident.
(2) Comprehensive General Liability - Coverage must
include:
a. Minimum limits of $100.000 per person
and $300,000 per occurrence for Bodily Injury
Liability and $25,000 for Property Damage
Liability.
b. Premises and/or Operations.
c. Independent Contractors.
d. Products and/or Completed Operations.
e. Additional Insured - Monroe County is to
specifically be included as an additional
insured (including products).
(3) Business Auto Policy - Coverage must include:
a. Minimum Limits of $100.000 per person and
$300,000 per occurrence for Bodily Injury
Liability and $25.000 for Property Damage
Liability.
b. Owned Vehicles.
c. Hired and Non-Owned Vehicles.
d. Employer Non-Ownership.
(4) Certificate of Insurance - Certificates of all
insurance required from the Lessee shall be filed with
the County. Certificates from the insurance carrier.
stating the types of coverage provided, limits
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of liability, and expiration dates, shall be filed with
the County before operations are commenced. The
required certificates of insurance shall not only name
the types of policies provided. but shall also refer
specifically to this contract and section and the above
paragraphs in accordance with which such insurance is
being furnished. and shall state that such insurance is
as required by such paragraphs of this contract.
If the initial insurance expires prior to the completion of the
contract. renewal certificates shall be furnished thirty (30)
days prior to the date of expiration.
18. Non Discrimination - Lessee shall furnish all services
authorized under this agreement on a fair, equal. and non-
discriminatory basis to all persons or users thereof, charging
fair. reasonable. and non-discriminatory prices for all items and
services which it is permitted to sell or render under the
provisions hereof. Provided. however. that nothing contained in
this paragraph or in any other paragraph of this Agreement shall
be construed as requiring the Lessee to seek approval by Monroe
County before or after Lessee establishes or alters its rental
car rates.
19. Rules and Regulations - Lessee agrees to observe and
obey, during the term of the contract. all laws. ordinances.
rules and regulations promulgated and enforced by the County and
y any other proper authority having jurisdiction over the conduct
of the operations at the airports. Within thirty (30) days from
th date of this contract. the County shall provide the Lessee a
written list of all rules and regulations which it has promulgat-
ed up until that time and which will effect the Lessee's opera-
tions hereunder. In the even new rules and regulations and
contemplated. written notice of same shall be furnished to
Lessee. and Lessee will be given thirty (30) days to comply. In
the even that Lessee should determine that any contemplated rule
or regulation unreasonably hinders him in his operation under
this Lease, the Lessee shall so notify the County. and the
parties hereto agree that any problems arising incident thereto
11
will, as much as possible, be worked out between the parties
without the necessity to resort to further legal remedies.
20. Furnishing of Service - The Lessee further covenants
and agrees that he will, at all times during the continuance of
the term, hereby demised and any renewal or extension thereof,
conduct, operate, and maintain for the benefit of the public, the
rental car concession provided for an described herein, and all
aspects and parts and services thereof as hereinabove defined and
set forth, and will make all such facilities and services avail-
able to the public and that he will devote his best efforts for
the accomplishments of such purposes.
21. United States' Requirements - This Lease shall be
subject and subordinate to the provisions of any existing or
future agreement between the Lessor and the United States rela-
tive to the operation or maintenance of the Airport, the exe-
cution of which has been or may be required by the provisions of
the Federal Airport Act of 1946, as amended, or any future act
affecting the operation or maintenance of the Airport, provided,
however, that Lessor shall, to the extent permitted by law, use
its best efforts to cause any such agreement to include pro-
visions protecting and preserving the rights of Lessee in and to
the demised premise and improvements thereon, and to compensation
for the taking thereof, and payment for interference therewith
and for damage thereto, caused by such agreement or by actions of
the Lessor or the United States pursuant thereto.
22. Lessor's Covenants - The Lessor covenants and agrees
that:
(a) Lessor is the lawful owner of the
property demised hereby, that it has lawful
possession thereof, and has good and lawful
authority to execute this Lease; and,
(b) throughout the term hereof Lessee may
have, hold and enjoy peaceful and uninter-
rupted possession of the premises and rights
herein leased and granted, subject to perfor-
mance by Lessee of its obligations herein.
23. Cancellation by Lessor - If any of the following events
occur, the Lessee shall be deemed to be in default of its obliga-
tions under the agreement, in which case Monroe County shall give
the Lessee notice in writing to cure such default within thirty
12
days, or the concession will be automatically cancelled at the
end of that time and such cancellation will be without forfei-
ture, waiver, or release of the County's right to any sum of
money due pursuant to this agreement for the full term hereof:
(a) if Lessee shall make a general assign-
ment for the benefit of creditors, or file a
voluntary petition in bankruptcy or a peti-
tion or answer seeking its reorganization of
the readjustment of its indebtedness under
the Federal Bankruptcy Laws or any other
similar law or statute of the United States
or any state, or government, or consent to he
appointment of a receiver, trustee, or
liquidator of all or substantially all of the
property of Lessee;
(b) if by order or decree of a court of
competent jurisdiction Lessee shall be
adjudged bankrupt or an order shall be made
approving a petition seeking its reorga-
nization, or the readjustment of its indebt-
edness under the Federal Bankruptcy Laws or
any law or statute of the Untied states or
any state, territory, or possession thereof
or under the law of any other state, nation,
or government, provided, that if any such
judgment or order be stayed or vacated within
ninety (90) days after the entry thereof, any
notice of cancellation given shall be and
become void and of no effect;
(c) if by or pursuant to any order or decree
of any court of governmental authority,
board, agency, or officer having jurisdic-
tion, a receiver, trustee, or liquidator
shall take possession or control of all or
substantially all of the property of Lessee
for the benefit of creditors, provided, that
if such order or decree be stayed or vacated
within sixty (60) days after the entry
thereof or during such longer period in which
Lessee diligently and in good faith contest
the same, any notice of cancellation shall be
and become null, void and no effect;
(d) if Lessee fails to pay the rental
charges or other money payments required by
this instrument and such failure hall not be
remedied within thirty (30) days following
receipt by Lessee of written demand from
Lessor so to do;
(e) if Lessee defaults in fulfilling any of
the terms, covenants, or conditions required
of it hereunder and fails to remedy said
default within thirty (30) days following
receipt by Lessee of written demand from
Lessor so to do, of if, by reason of the
nature of such default the same cannot be
remedied within thirty (30) days following
receipt by Lessee of written demand from
Lessor so to do, then, if Lessee shall have
failed to commence the remedying of such
default within said thirty (30) days follow-
ing such written notice, or having so com-
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menced, shall fail thereafter to continue
with diligence the curing thereof. (f) If
the Lessee shall desert or abandon the
premises for seven (7) consecutive calendar
days; or
(g) If the concession or the estate of the
Lessee hereunder shall be transferred,
subleased, or assigned in any manner except
in the manner as herein permitted; or
(h) If the Lessee shall fail to pay any
validly imposed tax; assessments; utility
rent, rate, or charge; or other governmental
imposition; or any other charge or lien
against the premises leased hereunder within
any grace period allowed by law, or by the
governmental authority imposing the same,
during which payment is permitted without
penalty or interest; in complying with this
subparagraph the Lessee does not waive his
right to protest such tax, assessment, rent,
rate or charge; or
(i) If the Lessee fails to provide service
as required by specifications on five days
during any thirty day period, unless such
failure is caused by an act of God, national
emergency or a labor strike of which the
Lessee has given the County immediate notice,
the concession may be cancelled within thirty
days of the giving of notice by the County
and the Lessee shall not be permitted to cure
such default.
24. Additional Remedies - In the event of a breach or a
threatened breach by Lessee of any of the agreements, terms,
covenants, and conditions hereof, the County shall have the right
of injunction to restrain the same and the right to invoke any
remedy allowed by law or inequity, as if specific remedies,
indemnity or reimbursement were not herein provided.
The rights and remedies given to Monroe County are distinct,
separate and cumulative, and no one of them, whether or not
exercised by the County, shall be deemed to be in exclusion of
any of the others herein or by law or in equity provided.
No receipt of monies of Monroe County from Lessee after the
cancellation or termination hereof shall reinstate, continue or
extend the term, or affect any notice previously given to Lessee,
or operate as a waiver of the right of the County to enforce the
payment of rentals and other charges then due or thereafter
falling due, or operate as a waiver of the right of the County to
recover possession of the premises by suit or otherwise. It is
agreed that, after the service of notice to cancel or terminate
14
as herein provided, or after the commencement of any proceeding,
or after a final order for possession of the premises, the County
may deman and collect any monies due, or thereafter falling due,
without in any manner affecting such notice, proceeding, or
order; and any and all such monies and occupation of the premi-
ses, or at the election of the County on account of Lessee's
liability hereunder. THe parties agree that any litigation
arising out of the agreement shall be brought in Monroe County,
Florida, and determined under the laws of the State of Florida,
Lessee will pay any reasonable attorney's fees incurred if the
County prevails int he enforcement of the agreement, regardless
of whether or not a lawsuit is filed, including but not limited
to all costs and attorney's fees incurred in collecting, trial,
bankruptcy or reorganization proceedings or appeal of any matter
hereunder and all cost, charges and expenses incurred herein.
25. Cancellation by Lessee - Lessee shall have the right,
upon written notice to Lessor, to cancel this Agreement in its
entirety upon or after the happening of one or more of the
following events, it said event or events is then continuing:
(a) the issuance by any court of apparent
competent jurisdiction of an injunction,
order, or decree preventing or restraining
the use by Lessee of all or any substantial
part of the demised premises or preventing or
restraining the use of the Airport for usual
airport purposes in its entirety, or the use
of any part thereof which may be used by
Lessee and which is necessary for Lessee's
operations on the Airport, which remains in
force unvacated or unstayed for a period of
at least one hundred twenty (120) days;
(b) the default of Lessor in the performance
of any of the terms, covenants, or conditions
required of it under this instrument and the
failure of lessor to cure such default within
a period of thirty (30) days following
receipt of written demand from Lessee so to
do, except that if by reason of the nature of
such default, the same cannot be cured within
said thirty (30) days, then Lessee shall have
the right to cancel if Lessor shall have
failed to commence to remedy such default
within said thirty (30) days following
receipt of such written demand, or having 0
commenced, shall fail thereafter to continue
with diligence the curing thereof;
(c) the inability of Lessee to conduct its
business at the Airport in substantially the
same manner and to the same extent as there-
tofore conducted, for a period of at least
ninety (90) days, because of (i) any law,
15
(ii) any rule, order, judgment, decree,
regulation, or other action or non-action of
any Governmental authority, board, agency or
officer having jurisdiction thereof; (d)
if the fixed improvements placed upon the
demised premises are totally destroyed, or so
extensively damaged that it would be imprac-
ticable or uneconomical to restore the same
to their previous condition as to which
Lessee is the sole judge. In any such case,
the proceeds of insurance, if any, payable by
reason of such loss shall be apportioned
between Lessor and Lessee, Lessor receiving
the same proportion of such proceeds as the
then expired portion of the Lease term bears
to the full term hereby granted, and Lessee
receiving the balance thereof. If the damage
results from an insurable cause and is only
partial and such that the said fixed improve-
ments can be restored to their prior condi-
tion within a reasonable time, then Lessee
shall restore the same with reasonable
promptness, and shall be entitled to receive
and apply the proceeds of any insurance
covering such loss to said restoration, in
which event this Agreement shall not be
cancelled but shall continue in full force
and effect, and in such case any excess
thereof shall belong to Lessee;
(e) in the event of destruction of all or a
material portion of the Airport or the
Airport facilities, or in the event that any
agency or instrumentality of the United
States Government, or any state or local
government occupies the Airport or a substan-
tial part thereof, or in the event of mili-
tary mobilization or public emergency wherein
there is a curtailment, either by executive
decree or legislative action, or normal
civilian traffic at the Airport or the use of
motor vehicles or airplanes by the general
public, or a limitation of the supply of
automobiles or of automotive fuel, supplies,
or parts for general public use, and any of
said events results in material interference
with Lessee's normal business operations or
substantial diminution of Lessee's gross
revenue from its automobile rental concession
at the Airport, continuing for a period in
excess of fifteen (15) days;
(f) in the event that at any time prior to
or during the term of this agreement, Les-
see's presently existing right to operate an
automobile rental concession at the Airport
is withdrawn, cancelled, terminated, or not
renewed by Lessor;
(g) the taking of the whole or any part of
the demised premises by the exercise of any
right of condemnation or eminent domain;
(h) if at any time during the basic term or
option term of this Lease a majority of the
scheduled air transportation serving the
local area no longer operates form the
Airport; or,
(i) if at any time during the basic term
hereof or the option periods, the Airport or
terminal building is removed to a place more
16
than three (3) road miles distant from its
present location.
26. Lessee's Reserved Rights - Nothing contained in this
Agreement shall limit or restrict an any way such lawful rights
as Lessee may have now or in the future to maintain claims
against the federal, state, or municipal government, or any
department or agency thereof, or against any interstate body,
commission or authority, or other public or private body exercis-
ing governmental powers, for damages or compensation by reason of
the taking or occupation, by condemnation or otherwise, of all or
a substantial part of the demised premises, including fixed
improvements thereon, or of all or a material part of the Airport
with adverse effects upon Lessee's use and enjoyment of the
demised premises for the purposes hereinabove set forth; and
Lessor hereby agrees to cooperate with Lessee in the maintenance
of any just claim of said nature, and to refrain from hindering,
opposing, or obstructing the maintenance thereby by Lessee.
27. Assignment and Subletting - It is expressly agreed and
understood that any and all obligations of Lessee hereunder maybe
fulfilled or discharged either by Lessee or by a Licensee member
of Avis Rent A Car System, Inc., and that any and all privileges
of every kind granted Lessee hereunder extends to any Licensee
appointed; provided, however, that notwithstanding the method of
operation employed by Lessee hereunder Lessee always shall
continue to remain directly liable to Lessor for the performance
of all terms and conditions of this Lease. Except a hereinabove
set out the premises may not be sublet, in whole or in part, and
Lessee shall not assign this agreement without prior written
consent of Lessor, nor permit any transfer by operation of law of
Lessee's interest created hereby, other than by merger or con-
solidation.
28. Other Use - Lessee shall not use or permit the use of
the demised premises or any part thereof for any purpose or use
other than as authorized by this Agreement.
29. Liens - Lessee shall cause to be removed any and all
liens of any nature arising out of or because of any construction
performed by Lessee or any of its contractors or sub-contractors
17
upon the demised premises or airing out of or because of the
performance of any work or labor upon or the furnishing of any
materials for use at said premises, by or at the direction of
Lessee.
30. Time - In computing Lessee's time within which to
commence construction of any fixed improvements or to cure any
default as required by this Lease, there shall be excluded all
delays due to strikes, lockouts, Acts of God and the public
enemy, or by order or direction or other interference by any
municipal, State, Federal or other Governmental department, board
of commission having jurisdiction, or other causes beyond Les-
see's control.
31. Paragraph Headings - Paragraph headings herein are
intended only to assist in read identification and are not in
limitation or enlargement of the content of any paragraph.
32. Notices - Any notice or other communication from either
party to the other pursuant to this Agreement is sufficiently
given or communicated if sent by registered mail, with proper
postage and registration fees prepaid, addressed to the party for
whom intended, at the following address:
For Lessor: Monroe County Board of County Commissioners
P. O. Box 1680
Key West, Florida 33040
For Lessee: Properties Department
Avis Rent A Car System, Inc.
900 Old Country Road
Garden City, New York 11530
or to such other address as the party being given such notice
shall from time to time designate to the other by notice given in
accordance herewith.
18
IN WITNESS WHEREOF, the parties have caused these presents
to be executed by their respective officer or representative
thereunto duly authorized, the day and year first above written.
BOARD OF COUNTY COMMISSIONERS
OF MONROE COUNTY, FLORIDA
----. ..' --'~-
By \.U .~~.J v.+L~~,._ - ._ -". "\
MAYOR/CHAIRMAN
(SEAL)
Attest: DANNY L. KOLHAGE, Clerk
i2..Ji.,P ~.IIJL
ERK
AVIS RENT A CAR
~_.-..
By 'V'G'- ~~
(SEAL)
Attest:
AriP, VED AS TO FORM
A GAL S~FF1CIE~' ~
BY ~. . ~--:rJ.
Attorney's Office
[J
19