04/21/1994 Agreement • •
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BRANCH OFFICE CLERK OF THE CIRCUIT COURT BRANCH OFFICE
3117 OVERSEAS HIGHWAY MONROE COUNTY 88820 OVERSEAS HIGHWAY
MARATHON, FLORIDA 33050 500 WHITEHEAD STREET PLANTATION KEY, FLORIDA 33070
TEL. (305) 289 -6027 KEY WEST, FLORIDA 33040 TEL. (305) 852 -7145
TEL. (305) 292 -3550
MEMORANDUM
TO: Peter Horton, Director
Division of Community Services
FROM: Isabel C. DeSantis, Deputy Clerk S( .
DATE: July 6, 1994
At the April 21, 1994 meeting, the Board granted approval and authorized execution of
a 1 rar (nnrac "riu=-betweenMonroe County and
ystam r, Inc. at th
Attached for handling by your office, are two fully- executed duplicate originals of the
above document, one for return to the lessee, and one for your appropriate departmental
files.
Should you have any questions concerning the above, please do not hesitate to contact
me.
cc: County Attorney
County Administrator, w/o document
Finance
File
J
RENTAL CAR CONCESSION
AGREEMENT
THIS AGREEMENT, made and entered into this 21st day of
APRIL , 1994, by and between MONROE COUNTY, a
political subdivision of the State of Florida (hereinafter called
"Lessor ") , and BUDGET RENT A CAR SYSTEMS, INC., qualified to do
business in the State of Florida (hereinafter called "Lessee" or
"Concessionaire ");
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
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WHEREAS, Lessor and Lessee desire, in connection wiEh sad
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operations, to provide for the leasing by Lessor To LeOsee o f
certain space in and around the Airline Terminal z the -Airport
for the establishment of a Rental Car Concession -£.o- . accsamodate
the Lessee's customers and provide space for the thporary
placement of rental ready vehicles and for other purposes in
connection with said operations, all as hereinafter more specif-
ically 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
containing 732 square feet, and in addition provides 30 rental
car ready spaces as reflected by the attached Exhibit B in area
designated "Rental Car Ready Area," which is also incorporated
into this Agreement by reference..
2. Term - This Agreement is for a term of five years,
commencing upon the date first written above.
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 the rights and privileges herein granted
it at the following scheduled rates and fees:
(a) Counter Rental: Counter space rental will be
paid for at the tollowing rates:
Key West International Airport -
$19.72/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 rental rate for publicly
exposed space, will be adjusted 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 1993 airline terminal operating,
maintenance and allocated administrative costs
accounted for $11.48 of the $17.93 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.
Notwithstanding the foregoing, the counter rental
rates set forth in this subsection 3(a) may be in-
creased beyond those amounts upon the occurrence of
either of two events:
(i) if any agency of the state or federal govern-
ment determines that the rental rates are not fair
market value as defined by that agency; or
(ii) if the Lessor constructs new terminal facil-
ities or reconstructs the existing terminal facilities
so that the rental rates no longer reflect fair market
value.
In either event, the Lessor may increase the
rental rates up to those amounts which constitute fair
market value as defined by the agency [subparagraph
3(a)(i)] or as recommended by an airport engineering
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consultant employed for the purpose of determining fair
market value rent, and as adopted, or adopted as
modified, by the Lessor's Board of County Commissioners
[subparagraph 3(a)(ii)].
(b) Ready Spaces: No charge.
(c) Concession Fee: Guaranteed minimum annual
concession 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: $ 56,370.00
For the Second " 56,370.00
For the Third " 60,904.00
For the Fourth " " It II 62,127.00
For the Fifth " 65,812.00
The Concessionaire 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
any one year period, under this method, exceeds ten
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 thousand
dollars) shall be provided the Board of County Commissioners and
shall be held in escrow as security to ensure conformance 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 specif-
ically 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
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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 generally
accepted as standard to the automobile rental industry located on
airports. Lessee agrees to operate its business upon the air-
ports so that a duplicate rental agreement invoice, serially
pre - numbered, shall be issued for each sale or transaction
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 operations 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 of accounts and
other records in Monroe County, Florida. Knowingly furnishing the
County a false statement of its gross sales under the provisions
hereof will constitute a default by Concessionaire of this
agreement and the County, may at its option, declare this con-
tract 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
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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 Conces-
sionaire'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 Concessionaire'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 Conces-
sionaire, such diminution to be satisfactorily demonstrated by
Concessionaire 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, Concessionaire shall continue to pay to airport
ten (10X) of gross receipts from the operations hereunder as
hereinbefore defined.
7. Investment by the Lessee - All leasehold improvements
and their titles shall vest immediately in Monroe County upon
their acceptance by the County. Furniture, furnishings, fixtures
and equipment will remain the personal property of Lessee 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.
8. Leasehold Improvements - Lessee has the right during
the term hereof, at its own expense, at any time from time to
time:
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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 shall 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,
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.
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Any furniture, fixtures, equipment, carpeting and draperies not
classified as leasehold improvements above shall be the personal
property of the Lessee.
9. 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 Lessee 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 Lessee, 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 Lessee under any
provisions hereof, or is provided by the Lessee under any pro-
visions hereof, or is provided by Monroe County (except subro-
gation rights of the County's carrier) Lessee shall pay, on
behalf of the County, all sums which the County shall become
obligated to pay by reason of the liability, if any, imposed by
law upon the County for damages because of bodily injury, includ-
ing damages for care and loss of service, including death at any
time resulting from bodily injury and because of injury to /or
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 Lessee, its agents, servants, or employees
on the airports.
10. New or Reconstructed Terminal Area
(a) Lessee acknowledges that during the term of
this Agreement Lessor contemplates the construction of
new terminal facilities or the substantial recon-
struction of the existing terminal facilities at KWIA,
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including the premises described in section one of this
Agreement, and Lessee hereby consents to the Lessor's
reservation of the right to undertake such construction
or reconstruction. In connection with any construction
or reconstruction, Lessor shall in good faith endeavor
not to disrupt Lessee's rental car operation but, if
such disruption occurs, Lessee agrees to make no claim
against Lessor for interference with Lessee's leasehold
interest or for loss or damage to its business during
the construction or reconstruction. If however the
construction or reconstruction prevents Lessee from
operating at KWIA, then the Lessee's obligations to pay
Lessor the amounts required by section 3 shall abate
until the time Lessee is able to resume operation.
(b) Lessee acknowledges that the construction or
reconstruction of the terminal facilities at KWIA may
cause the Lessor to relocate Lessee's demised premises
from that described in Exhibit A. In that event, the
County will provide the Lessee with equivalent premises
in the new or reconstructed terminal facilities for the
remainder of the term of this Agreement. In the event
of such relocation, the cost of relocating Lessee's
trade fixtures, as described in sections 7 and 8 of
this Agreement, shall be borne by the County. Further,
in the event of such a relocation, Lessor further
consents to the Lessee's removal and relocation of any
leasehold improvements, as described in sections 7 and
8 of this Agreement, if the removal and relocation can
be accomplished, in the opinion of the Lessor's engi-
neer or architect in charge, without damage to the
existing or new terminal facilities or without unduly
disrupting with the construction or reconstruction
process. The cost of removal and relocation of lease-
hold improvements shall be borne by the Lessee.
11. Utilities - Electricity and water will be supplied to
the leasehold area by the Lessor.
12. 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 make no alterations, additions, or im-
provements to the demised premises without the prior
written consent of Lessor, which consent hall not be
unreasonable withheld;
(c) 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
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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 negligence,
riot and civil commotion, excepted;
(d) to observe and comply with any and all
requirements 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, including, but not limited
to, rules and regulations promulgated from time to time
by or at the direction of Lessor for administration of
the Airport;
(e) 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 and to remit
to Lessor for payment to the State any sales or use tax
imposed on the rental charge or concession fee;
(f) to carry fire and extended coverage insur-
ance, 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 property,
but in no event an amount in excess of Lessee's origi-
nal cost of constructing said fixed improvements; and,
(g) to control the conduct, manner, and appear-
ance of its officers, agents and employees, and any
objection from the Director of Airports concerning the
conduct, manner or appearance of such persons, Lessee
shall forthwith take steps necessary to remove the
cause of the objection.
13. 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,
relocation, or removal of existing underground and
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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 the 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 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.
14. 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.
15. Liability Insurance - Prior to the commencement of
work governed by this lease agreement (including the pre- staging
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of personnel and material) , the Lessee shall obtain, at his own
expense, insurance as specified in the attached schedules, marked
as Exhibit "C," which are made part of this lease agreement. The
Lessee will ensure that the insurance obtained will extend
protection to all Contractors engaged by the Lessee.
Lessee will not be permitted to commence work governed by
this lease agreement (including the pre- staging of personnel and
material), until satisfactory evidence of the required insurance
has been furnished to the Lessor as specified below.
Lessee shall maintain the required insurance, throughout the
entire term of this lease agreement, and any extensions, as
specified in the attached schedules. Failure to comply with this
provision may result in the immediate suspension of all
activities conducted by the Lessee and its Contractors until the
required insurance has been reinstated or replaced.
Lessee shall provide, to the Lessor, as satisfactory
evidence of the required insurance, either:
* Certificate of Insurance
or
* A Certified copy of the actual insurance policy
The Lessor, at its sole option, has the right to request a
certified copy of any or all insurance policies required by this
contract.
All insurance policies must specify that they are not
subject to cancellation, non - renewal, material change, or
reduction in coverage unless a minimum of thirty (30) days prior
notification is given to the Lessor by the insurer.
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The acceptance and /or approval of Lessee's insurance shall
not be construed as relieving Lessee from any liability or
obligation assumed under this contract or imposed by law.
The Monroe County Board of County Commissioners, its
employees and officials will be included as "Additional Insured"
on all policies, except for Workers' Compensation.
Any deviations from these General Insurance Requirements
must be requested in writing on the County prepared form entitled
"Request for Waiver of Insurance Requirements" and approved by
Monroe County Risk Management.
16. Non - Discrimination
(a) 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. Provid-
ed, 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.
(b) The Lessee for himself, his personal rep-
resentatives, 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 be otherwise subjected
to discrimination in the use of said facilities;
(2) that in the construction of any improvements
on, over or under such land and the furnishing or
services thereon, no person on the grounds of race,
color, or national origin shall be excluded from
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participation in, denied the benefits of, or be other-
wise subjected to discrimination;
(3) that the Lessee shall use the 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, Nondiscrimination in Federal-
ly- assisted programs of the Department of Transporta-
tion - Effectuation of Title VI of the Civil Rights Act
of 1964, and as said Regulations may be amended.
That in the event of breach of any of the above nondis-
crimination covenants, Lessee shall have the right to
terminate the lease and to re -enter and as if said
lease had never been made or issued. The provision
shall not be effective until the procedures of Title
49, Code of Federal Regulations, Part 21 are followed
and completed including exercise or expiration of
appeal rights.
17. 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
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 event new rules and regulations are
contemplated, written notice of same shall be furnished to
Lessee, and Lessee will be given thirty (30) days to comply. In
the event 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 incidental thereto
will, as much as possible, be worked out between the parties
without the necessity to resort to further legal remedies.
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18. Furnishing of Service - The Lessee further covenants
and agrees that Lessee 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 lease and concession provided for and described
herein, and all aspects and parts and services thereof as
hereinabove defined and set forth, and will make all such facil-
ities and services available to the public and that Lessee will
devote its best efforts for the accomplishments of such purposes.
19. 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.
20. 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,
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(b) throughout the term hereof Lessee may have,
hold and enjoy peaceful and uninterrupted possession of
the premises and rights herein leased and granted,
except when the interruption is due to the action of a
superior sovereign entity or a municipality or the
construction or reconstruction provided for in this
Agreement, and subject to performance by Lessee of its
obligations herein.
21. 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
(30) days, or the concession will be automatically cancelled at
the end of that time and such cancellation will be without
forfeiture, 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 by order or decree of a court of competent
jurisdiction, an order shall be made approving a
petition seeking Lessee's reorganization, or the
readjustment of its indebtedness under the law of any
state, territory, or possession of the United States or
under the law of any other state, nation, or govern-
ment, 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;
(b) if by or pursuant to any order or decree of
any court of governmental authority, board, agency, or
officer having jurisdiction, 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 contests the
same, any notice of cancellation shall be and will
become null, void and of no effect;
(c) if Lessee fails to pay the rental charges or
other money payments required by this instrument and
such failure shall not be remedied within thirty (30)
days following receipt by Lessee of written demand from
Lessor so to do;
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(d) if Lessee defaults in fulfilling any of the
terms, covenants, or conditions required of it hereun-
der and fails to remedy said default within thirty (30)
days following receipt by Lessee of written demand from
Lessor so to do, or 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 following such written notice, or
having so commenced, shall fail thereafter to continue
with diligence the curing thereof.
(e) If the Lessee shall desert or abandon the
premises for seven (7) consecutive calendar days; or
(f) 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
(g) If the Lessee shall fail to pay any 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, or fails to remit to
Lessor any sales or use tax; however, in complying with
this subparagraph the Lessee does not waive his right
to protest such tax, assessment, rent, rate or charge;
or
(h) 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.
22. 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.
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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 by Monroe County from Lessee after the cancel-
lation 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
as herein provided, or after the commencement of any proceeding,
or after a final order for possession of the premises, the County
may demand 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 in the 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.
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23. 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, if said event or events is then continuing:
(a) the issuance by any court of apparent compe-
tent 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 pre-
venting 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 so 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 theretofore conducted,
for a period of at least ninety (90) days, because of
(i) any law, (ii) any rule, order, judgment, decree,
regulation, or other action or non - action of any
Governmental authority, board, agency or officer having
jurisdiction thereof, except when the inability to
conduct business is due to the construction or recon-
struction of the terminal facilities;
(d) if the fixed improvements placed upon the
demised premises are totally destroyed, or so exten-
sively damaged that it would be impracticable 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
18
r �
Lessee receiving the balance thereof. If the damage
results from an insurable cause and is only partial and
such that the said fixed improvements can be restored
to their prior condition within a reasonable time, then
Lessee shall restore the same with reasonable prompt-
ness, 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 facil-
ities, 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
substantial part thereof, or in the event of military
mobilization or public emergency wherein there is a
curtailment, either by executive decree or legislative
action, of 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, Lessee's presently
existing right to operate a automobile rental conces-
sion at the Airport is withdrawn, cancelled, terminat-
ed, 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 than three (3) road miles
distant from its present location.
24. Lessee's Reserved Rights - Nothing contained in this
Agreement shall limit or restrict in any way such lawful rights
as Lessee may have now or in the future to maintain claims
19
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 or of all or a materi-
al 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.
25. Assignment and Subletting - It is expressly agreed and
understood that any and all obligations of Lessee hereunder may
be fulfilled or discharged either by Lessee or by a Licensee
member of Budget Rent A Car Corporation, 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 as
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 consolidation.
20
26. 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.
27. 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
upon the demised premises or arising 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.
28. 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
or commission having jurisdiction, or other causes beyond Les-
see's control.
29. 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.
30. 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:
21
For Lessor: Board of County Commissioners
of Monroe County
P. 0. Box 1680
Key West, Florida 33040
For Lessee: Budget Rent A Car Systems, Inc.
4225 Naperville Road
Lisle, IL 60532 -3662
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.
31. This Agreement contains the entire agreement between
the parties and cannot be changed except by a written instrument
subsequently executed by the parties hereto. This Agreement and
the terms and conditions hereof apply to and are binding on the
heirs, legal representatives, successors, and assigns of both
parties.
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.
(SEAL) BOARD OF COUNTY COMMISSIONERS
ATTEST: DANNY L. KOLHAGE, CLERK OF MON'• COUNTY, FLORIDA
By tai .. C. 1SL9� ,5 a.11 By � ' ‘fr
Deputy C rk
vp. `
(SEAL) BUDGET RENT A CAR SYSTEMS, INC.
Attest: (illegfetee B B
By By 7
Title: A66 +, Seca i—ci Title VC c Tres
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EXHIBIT "C"
(INSURANCE SCHEDULES - GL3, VL3 & WC3)
April 22. 199.3
IM Drifting
GENERAL LIABILITY
INSURANCE REQUIREMENTS
FOR
CONTRACT
BETWEEN
MONROE COUNTY, FLORIDA
AND
Prior to the commencement of work governed by this contract, the Contractor shall obtain
General Liability Insurance. Coverage shall be maintained throughout the life of the contract and
include, as a minimum:
• Premises Operations _
• Products and Completed Operations
• Blanket Contractual Liability
• Personal Injury Liability
• Expanded Definition of Property Damage
The minimum limits acceptable shail be:
51,000,000 Combined Single Limit (CSL)
If split limits are provided, the minimum limits acceptable shall be:
S 500,000 per Person
S 1,000,000 per Occurrence
S 100,000 Property Damage
• An Occurrence Form policy is preferred. If coverage is provided on a Claims Made policy, its
provisions should include coverage for claims filed on or after the effective date of this contract.
In addition, the period for which claims may be reported should extend for a minimum of twelve
(12) months following the acceptance of work by the County.
The Monroe County Board of County Commissioners shall be named as Additional Insured on all
policies issued to satisfy the above requirements.
Administrative Irctnuction GL3
#4709.1
SG
• • 1st Priming
•
VEIIICLE LIABILITY
INSURANCE REQUIREMENTS
FOR
CONTRACT
BETWEEN
MONROE COUNTY, FLORIDA
AND
•
Recognizing that the work governed by this contract requires the use of vehicles, the Contractor,
prior to the commencement of work, shall obtain Vehicle Liability Insurance. Coverage shall be
maintained throughout the life of the contract and include, as a minimum, liability coverage for:
• Owned, Non - Owned, and Hired .Vehicles - •
The minimum limits acceptable shall be: •
$1,000,000 Cotnbined Single Limit (CSL)
lfsplit limits are provided, the minimum limits acceptable shall be
S 500,000 per Person
S1,000,000 per Occurrence
S 100,000 Property Damage
The Monroe County Board of County Commissioners shall be named as Additional Insured on all
policies issued to satisfy the above requirements.
•
•
•
ndn'" "'"'ve Indrudios VL3
14709.1
77
•
•.14■1 L . I .P.1
( 1t1 Iyifrily:
WORKERS' COMPENSATION
INSURANCE REQUIREMENTS
FOR
•
CONTRACT
BETWEEN
MONROE COUNTY, FLORIDA
AND
•
Prior to the commencement of work governed by this contract, the Contractor shall obtain
Workers' Compensation Insurance with limits sufficient to respond to the applicable state statutes.
In addition, the Contractor shall obtain Employers' Liability Insurance with limits of not Tess than:
51,000,000 Bodily Injury by Accident -
51,000,000 Bodily Injury by Disease, policy limits
51,000,000 Bodily Injury by Disease, each employee
Coverage shall be maintained throughout the entire term of the contract.
Coverage shall be provided by a company or companies authorized to transact business in the
state of Florida and the company or companies must maintain a minimum rating of A -VI, as
assigned by the A.M. Best Company.
•
If the Contractor has been approved by the Florida's Department of Labor, as an authorized self -
insurer, insurer, the County shall recognize and honor the Contractor's status. The Contractor may be
required to submit a Letter of Authorization issued by the Department of Labor and a Certificate
of Insurance, providing details on the Contractor's Excess Insurance Program.
If the Contractor participates in a self - insurance fund, a Certificate of Insurance will be required.
• In addition, the Contractor may be required to submit updated financial statements from the fund
upon request from the County.
•
•
naminirnlive lrntnution WC3
W4709.1
83
•
•
,,.�.,.,......,. ✓ a%o-c3 Bg x^"axx asp sd � ';4F"'"F r'wfsa.•"t, a,#2se�' §,"���* �; ,..^e< ..,.°,
^ zz k g ) I SS UE DATE (MM /DD /YY)
' :.;&�: �a ". �„'s � s- '�;`�',:. - z, � � � ;a,, v-, �' „c,,���,•W� � �t�s�.3 .arsaW' �.: �, '� "•u� .,,,r ,w. , °� ° Wi 3's,' � �'nrk
10/07/93
PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND
CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE
ROLLINS HUDIG HALL DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE
POLICIES BELOW.
123 NORTH WACKER DRIVE
CHICAGO, IL 60606 COMPANIES AFFORDING COVERAGE
ETTERNY A CONTINENTAL CASUALTY
COMPANY
INSURED LETTER B APP' DRY RISK MANAGEMENT
I k
BUDGET RENT A CAR CORPORATION
COMPANY
T C BY (-)-L A
AND SUBSIDIARIES DATE 6 VA S'
4225 NAPERVILLE ROAD L NY D
LISLE, IL 60532 WAIVER: N/A
COMPANY E
LETTER {
'"' cr �1,� �a`",•- a a��a .fin �'3' Feti F , , .w� 3' a , ara a a•� "`�:n <';
- b,. <..;> ,,,�.,.� ”" ,z t' ,. .�,�.ce"• `. -�< '. T ?: 064, ',., :x....... a X � c�, F ,a + ' ;,,a. ,, , a �.. ,fit± W s : -4 r,,,, z z A s.s ,«
THIS IS TO CERTIFY THAT THE POLICIES OF INSU RANCE LISTE BE LOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
CO TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE'' POLICY EXPIRATION LIMITS
LTR DATE (MM /DD /YY) DATE (MM /DD /YY)
A X
GE
NERAL LIABILITY GENERAL AGGREGATE $
COMMERCIAL GENERAL LIABILITY PRODUCTS- COMP /OP AGG. $
CLAIMS MADE X OCCUR. GL 502516004 10/01/93 10/01/94 PERSONAL &ADV.INJURY $
OWNER'S & CONTRACTOR'S PROT, EACH OCCURRENCE $
FIRE DAMAGE (Any one fire) $ 1MM
MED. EXPENSE (Any one person) $
AUTOMOBILE LIABILITY
COMBINED SINGLE ; $
ANY AUTO LIMIT
ALL OWNED AUTOS RecetVed / / / /
Risk Mgmt. & Loss Control BODILY INJURY
(Per person)
SCHEDULED AUTOS e,
HIRED AUTOS DATE r/ s'( ` BODILY INJURY
NON -OWNED AUTOS T AL . (Per accident) $
GARAGE LIABILITY
PROPERTY DAMAGE $
EXCESS LIABILITY EACH OCCURRENCE $
UMBRELLA FORM / / / / AGGREGATE $
OTHER THAN UMBRELLA FORM
WORKER'S COMPENSATION STATUTORY LIMITS
EACH ACCIDENT $ 5��,
A AND WC 302515999 10/01/93 10/01/94 DISEASE — POLICY LIMIT $ 500,
EMPLOYERS' LIABILITY 500
DISEASE —EACH EMPLOYEE $
OTHER
BRACC IS SELF INSURED FOR THE FIRST $2,000,000 OF AUTOMOBILE LIABIILTY.
DESCRje'[tPN OF itt O L ea i /��,�F IC ncI�L MC ONCESSION AGREEMENT ADDITIONAL INSURED:
MONROE COUNTY BOARD OF COUNTY COMMISSIONERS AT THE MARATHON AIRPORT
" y „ �:;�,aw �a� .,; .`�'� •.,.. m c 5 � � ;�;: � e t, ":: �•� an,.:> ;s @a..�,��a �'�,� ? a „� - <���, a � -• �s '� as ,, „�
,_
., s .. ..... ,,�• a �`�. �a„3� ,�... .� ,'”, .., ,S. �.v �e.��. G�,�� <, ra, �a.�, a' �e �� �.,. ., .: �,z,ak ",•:
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE
MONROE COUNTY BOARD OF EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL ENDEAVOR TO
COUNTY COMMISSIONERS MAIL DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE
P.O. BOX 1680 LEFT, BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR
KEY WEST FL 33040 LIABILITY OF ANY KIND UPON T E C PANY, ITS AGENTS OR REPRESENTATIVES.
AUTHORIZED REPRESENTATIVE
:,E. dmM ma�4 s aa.,; v q �� •�y» a. �. i ,.�.
: 44 ;`;i&1 ��`A , .�. �I t�' ` #� e M eU *r km:�_• , s. a �" 5 •�� .- 5 : a'�'�t3
CONTINUATION SAFECO INSURANCE COMPANY OF AMER ICA
GENERAL INSURANCE COMPANY OF AMERICA
CERTIFICATE FIRST NATIONAL INSURANCE COMPANY
SAFECO® OF AMERICA
HOME OFFICE: SAFECO PLAZA
SEATTLE, WASHINGTON 98185
SAFECO INSURANCE COMPANY OF AMERICA Seattle, Washington, Surety upon
a certain Bond No. 5715542
dated effective DECEMBER 1, 1993
(MONTH- DAY -YEAR)
on behalf of BUDGET RENT — A — CAR
(PRINCIPAL)
and in favor of MONROE COUNTY BOARD OF COUNTY COMMISSIONERS
(OBLIGEE)
does hereby continue said bond in force for the further period
beginning on DECEMBER 1, 1993
(MONTH- DAY -YEAR)
and ending on DECEMBER 1, 1994
(MONTH- DAY -YEAR)
Amount of bond TWENTY FIVE THOUSAND DOLLARS AND 00/ 100 - -- ($25,000. 00 )
Description of bond CONCE SS I ONA I RE BOND .
Received
Premium: $194 . 00 Risk Mgrn., Loss Control
DATE i`----SC
PROVIDED : That this continuation certificate does not create a new obligation and is executed upon the express condition and
provision that the Surety's liability under said bond and this and all Continuation Certificates issued in connection therewith
shall not be cumulative and that the said Surety's aggregate liability under said bond and this and all such Continuation
Certificates on account of all defaults committed during the period (regardless of the number of years) said bond had been and
shall be in force, shall not in any event exceed the amount of said bond as hereinbefore set forth.
Signed and dated on NOVEMBER 15 , 1993
(MONTH- DAY -YEAR)
c
SAFECO INSURANCE COMPANY OF AMERICA I SE By . i . / . AT 0• EY -IN -FA T LYNN J. KIDD AF
® Registered trademark of SAFECO Corporation.
S- 1225/EP 3/g0 PRINTED IN U.S.A.
•
M •
POWER SAFECO INSURANCE COMPANY OF AMERI A
OF ATTORNEY HOME F INSURANCE AFECOPLAZA OF AMERICA
SAFECd9 SEATTLE. WASHINGTON 9111$5
No. 5776
KNOW ALL BY THESE PRESENTS:
That SAFECO INSURANCE COMPANY OF AMERICA and GENERAL INSURANCE COMPANY OF AMERICA, each a Washington
corporation. does each hereby appoint
•N •THOMAS J. JOSLIN; ROBERT J. THROCKMORTON; JACQUELYN RICE; SARAH DANIELS; KAREN DANIEL;
SANDRA TERRY; MICHAEL A. DOUGHERTY; LYNN J. KIDD; CHRISTINE MAROTTA, Chicago, IIIInoISNNNNNN
its true and lawful attorneys) -in -fact. with full authority to execute on its behalf fidelity and surety bonds or undertakings and other
documents of a similar character issued in the course of its business. and to bind the respective company thereby.
IN WITNESS WHEREOF, SAFECO INSURANCE COMPANY OF AMERICA and GENERAL INSURANCE COMPANY OF AMERICA have each
executed and attested these presents
this 4th day of January is 93 .
ACKNOWLEDGMENT BY SURETY
State of Illinois
County of
Cook s :.'
On the l5 day of November 19 93 , before me personally came Lynn J . Kidd
to me known, who, being by me duly orn, did depose and say: that he resides COOK County I111nO1S
Attorney n - America
that he is the O f Safeco Ins .i ance Gorman o ,
3 "OFFICIAL SEAL" 0
1 Sarah L. Daniels c /
4 Notary Public, State of Illinois
4 My Commission Expires 615195 (Notary Public)
•
11039
---
1 Iwvtl rwreurno set my nano ana attlxea the facsimile seal of said corporation
this 15th day of November in 93 ,
S- 974/EP 1/03 0 Registered trademark of SAFECO Corporation.
C ATTORNEY TEL:305- 292 -3516 Feb 28,94 15:00 No.004 P.02
•
•
WAIVER AND HOLD HARMLESS NREEMENT
SYSTEMS, INC.
The BUDGET RENT A CAR dtPION, i consideration for the Lessor
Monroe County's execution••f the Lease Agreement between BUDGET
SYSTEMS, INC.it fi g
RENT A CAR a'd the County for space at Key West
International Airport, and despite the pending lawsuit of Avis
Rent A Car v. Monroe County, Case No.: 94- 65 -CA -1S in the 16th
Judicial Circuit of the State of Florida, which challenges Lessor
Monroe County's authority to enter into the above - described
Lease, does, in the event of a judgment adverse to Lessor Monroe
County in Avis Rent A Car v. Monroe County,, hereby waive, and
hold harmless Lessor Mo County from any and all claims BUDGET
SYSTEMS, INC., `C
RENT A CAR YCAOKNORSCITOW co ld assert against Lessor Monroe County
arising out of such adverse judgment.
DONE AND EXECUTED on this the 28th day of February, 1994,
at Lisle , Illinois
f
James E. Branda, VP
An authorized by t e
Corporate Charter or By -Laws
to Enter into Binding
Agreements of this Type