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10/17/2012 Agreement DANNY L. KOLHAGE CLERK OF THE CIRCUIT COURT DATE: November 5, 2012 TO: Peter Horton, Director of Airports ATTN: Judith D. Layne, Sr. Coordinator Airport Grants & Finance FROM: Pamela G. Hanc sear). C. At the October 17, 2012, Board of County Commissioners meeting, the Board granted approval of Item C20 a Lease Agreement between Monroe County and The Hertz Corporation for two parcels at Key West International Airport to be used as rental car preparation activities areas, commonly known as The Teen Center. Enclosed is a duplicate original of the above - mentioned for your handling. Should you have any questions, please feel free to contact our office. cc: County Attorney w/o document Finance File LEASE AGREEMENT THE HERTZ CORPORATION KEY WEST INTERNATIONAL AIRPORT THIS LEASE AGREEMENT is made and entered into on the 17th day of October , 2012, by and between MONROE COUNTY, a political subdivision of the State of Florida, whose address is 1100 Simonton Street, Key West, Florida 33040, hereinafter referred to as Lessor, and THE HERTZ CORPORATION, a Delaware Corporation authorized to conduct business in Florida whose address is 225 Brae Boulevard, Park Ridge , New Jersey, 07656 hereinafter referred to as Lessee or Tenant; WHEREAS, the Lessor is the owner of the Key West International Airport, hereafter Airport, that has two parcels available for use as a rental car preparation activities area; and WHEREAS, Lessor desires to grant to Lessee the right to operate a rental car preparation activities area at and from the Key West International Airport at Key West, Florida, and WHEREAS, the Lessee desires to enter into such a lease and represents to the Lessor that it is qualified to operate has the financial resources to undertake such an operation; now, therefore IN CONSIDERATION of the premises and of mutual covenants and promises hereinafter contained, the parties hereto do hereby agree as follows: 1. Lease Documents — The lease documents, of which this agreement is a part, consists of the lease documents, which are as follows: This agreement and any amendments executed by the parties hereafter, together with the RFP, the response to the RFP and all required insurance documentation. In the event of a discrepancy between the documents, precedence shall be determined by the order of the documents as just listed. 2. Premises - Lessor hereby leases to Lessee the Airport area shown on Exhibit A, hereafter the premises, for use as a rental car preparation activities area, hereafter referred to as the operation. Exhibit A is attached to this agreement and incorporated by reference. Parcel "A" contains a total of 18,800 square feet and measures 200 feet by 94 feet. Parcel `B" contains a total of 14,214 feet and has a slightly irregular shape with rough measurements of approximately 213 feet by 72.2 feet. In addition, Parcel "A" contains two structures. One structure is a 4,569 (112.7 by 40.1 ft.) square foot concrete block structure with sewer, water and electric utility services. The second structure is an attached 307 square foot wood frame storage shed. The parcels and structures are as depicted on the attached drawing, Exhibit A 3. Term: The term of this lease is 20 years commencing on September 19, 2012 and tenninating on September 18, 2032. 4. Rental, Gross Revenue Fee Capital Improvements Late Fees: a. Leesee agrees to pay an annual rent of $103,000 plus tax. Rent plus sales tax shall be paid in equal monthly installments, all of which shall be due and payable on or before the first day of each calendar month during which this lease is in effect. Rental rates are subject to revision after the first 12 months and annually thereafter; in accordance with the percentage change in the Consumer Price Index for all urban consumers (CPI -U) for the most recent 12 months available. In the event of a deflationary CPI, no adjustment in the rental rates will be made. b. i. At such time as car rental agreements are generated at the premises, whether by customer service counter interaction or any other method which results in the generation of a car rental agreement at the premises, the Lessee agrees to pay monthly ten (10) percent of gross revenues generated from the premises. In the event the total amount paid during any one year period is less than ten percent of gross revenues for that one year period, an adjustment will be made to the first month's Gross Revenue Fee payment for the next subsequent period. Payment will be made within thirty days following the month in which the revenues were generated. ii. Definition of Gross Receipts - As used herein, the term "gross revenues" shall mean the total charges for time, mileage, any and all insurance coverage charged to the renter, any and all fees, plans, charges or surcharges of any kind whatsoever including but not limited to roadside service fees, road side service plans, drop off fees, fuel fees, received or receivable, whether by cash or credit, before any federal, state or local tax and after any discount specifically shown on the car rental agreement for the rental of all motor vehicles by the Lessor to customers in connection with the rental of a motor vehicle which vehicle is physically obtained at the premises regardless of where the payment is made or where the vehicle is returned. It is the intent of the County that the definition of gross receipts be construed as broadly as permitted by law and that the only exclusions to the definition of gross receipts shall be state, federal and local taxes. The Lessor shall report all income, both cash and credit, in a monthly gross revenues statement. The Lessor's accounting, at a minimum, for such revenues shall include the following; a separate numbering system, identifying the location of each transaction, for transactions in connection with this Agreement; a compiled report of rental agreements showing all Airport Gross Revenues and all exclusions from Gross Revenues and Gross Revenues by location and category and by individual rental agreements. The report shall be itemized by location and subtotaled by day and totaled by month. The monthly total shall correspond with the amounts reported to the Lessee as required by this agreement and shall be reconciled to the amounts posted on the Lessee's general ledger. The report shall be due within thirty days following the month the revenues were generated. C. The Lessee must pay all assessments, taxes, including sales taxes, levied by any governmental body with the power to impose assessments or taxes. The Lessee must provide the Airport Manager with the sales tax records for each year on or before February 28 of the following year. d. The parcels may be used for the site of a county approved newly constructed rental car preparation activities area only. The capital improvement is to be constructed at the sole cost and expense of the Lessee. All improvements shall be ADA accessible. The improvements made by the Lessee to the premises automatically become the property of the County upon the termination of this lease. Notwithstanding the provisions of paragraph 5 of this agreement the Lessor may, at its discretion, immediately terminate this Agreement if the construction of the capital improvements have not been completed within 24 months of the effective date of this agreement. e. Without waiving any other right available to the County upon the failure of Lessee to remit any rental or fee payment, including sales tax, when due, the County will be entitled to charge and collect, and Lessee will be obligated to pay, a late fee equal to the Federal Reserve Bank of New York prime rate in effect on the date of delinquency plus four percent (FRBNY prime + 4 %) or twelve percent (12 %) per annum, whichever is greater. The acceptance by the County of the overdue rental or fee installment plus applicable late fees shall cure what would otherwise constitute a default by Lessee under the terms of this lease. The County, at its option, however, may refuse a proffered overdue rental or fee installment and late fees, declare a default, and proceed according to paragraph 5 of this lease. In the event that any check, draft, or negotiable instrument by which Lessee has tendered any rent or fee payment is returned to the County and not honored, whether for insufficient funds or other reason, the County will be entitled to charge and collect, in addition to any applicable late payment fees as provided above, a fee of Twenty -five Dollars ($25.00) if the check was under $50.00, if the check was $50.00 but under $300 the fee is Thirty Dollars ($30.00) and for checks $300 and greater the fee is Forty Dollars ($40.00) OR 5% of the check amount whichever is GREATER. Such penalty fee shall also be in addition to the amount of rent or fee due. The acceptance by the County of the rental or fee payment plus any applicable late fee and penalties following the receipt of a dishonored instrument shall cure what would otherwise constitute a default under the terms of this lease. The County, at its option, however, may refuse any proffered rental or fee installment and applicable late fees and penalties, declare a default, and proceed according to paragraph 5 of this lease. 5. Termination This Agreement may be terminated at the discretion of the County in the following circumstances: a) Lessee fails to pay any fee, payment or rent when due; b) Lessee fail to obtain the insurance required under this lease or allows the required insurance coverage to lapse or fall below the minimum required; c) Lessee otherwise breaches the terms of this lease; d) Cancellation is required to accommodate future Airport renovation or growth, or e) Cancellation is required due to F.A.A. requirements. Unless the County has accepted in writing a delay in performance of duties, the failure to perform said duties shall constitute a default/breach under the terms of this agreement. In the case of the default/breach occurrences described in subparagraphs 5(a), (b), or (c), the Director of Airports shall first give the Lessee a written notification stating the default/breach. The Lessee shall be notified that he has 10 days to correct the default/breach. If the nature of the default/breach is such that it cannot be cured in 10 days, the Lessee shall inform the County in writing of the reason why the default/breach cannot be cured in 10 days and shall provide a written plan showing how the default/breach will be cured in a timely manner. If the Lessee has not corrected the default/breach at the end of the 10 days or if the Lessee has provided a cure plan, which the Lessee has failed to timely and diligently execute, then the County may cancel the lease in its discretion. In the case of cancellation occurring as described in subparagraphs 5(d) and (e), County shall provide Lessee 90 days notice. In the event of cancellation occurring as described in subparagraphs 5(d) and (e) the County, at County expense, shall attempt to relocate the Lessee's operation to an alternate site in accordance with the Airport ALP. If an alternate site at the airport is not available, the County will purchase the Lessee's lease hold at fair market appraisal value. 6. Accounting Procedures - The Lessee shall keep records of all sales and revenues, whether for cash or credit, whether collected or not from its operations in a manner generally accepted as standard to its operations. 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 Lessee's books of accounts and other records directly generated at the Key West International Airport location or otherwise pertaining directly to this agreement. Knowingly furnishing the County a false statement of its gross revenues or gross sales under the provision hereof will constitute a default by the Lessee of this agreement and the County may, at its option, declare this contract terminated. The Lessee retains the right to have its controller or a representative assigned by its controller present during any inspection or audit by the County. Ten (10) business days notice must be given of intent to audit by the County to allow Lessee's controller sufficient time to schedule said presence. 7. Compliance With Laws, Rules, Regulations — Subordination: (a) Lessee agrees to observe and obey, during the term of this agreement, all laws, ordinances, rules and regulations, as the same may be amended from time to time, promulgated and enforced by the County and by any other proper authority having jurisdiction over the conduct of the operations at the Airport. (b) This lease and all provisions hereof are subject and subordinate to the terms and conditions of the instruments and documents under which the Airport Owner acquired the subject property from the United States Of America and shall be given only such effect as will not conflict or be inconsistent with the terms and conditions contained in the lease of such lands from the Airport Owner, and any existing or subsequent amendments thereto, and are subject to any ordinances, rules or regulations which have been, or may hereafter be adopted by the Owner pertaining to the Key West International Airport. (c) The leased premises and the Airport are subject to the terms of those certain Sponsor Assurances made to guarantee the public use of the Airport as incident to grant agreements between the Lessor and the United States Of America. This lease and all provisions hereof shall be given only such effect as will not conflict or be inconsistent with the terms and conditions contained in those certain Sponsor Assurances, and any existing or subsequent amendments thereto. 8. Governing Law, Venue, Interpretation. Governing Law, Venue, Interpretation, Costs, and Fees: This Agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to contracts made and to be performed entirely in the State. In the event that any cause of action or administrative proceeding is instituted for the enforcement or interpretation of this Agreement, the Lessor and Lessee agree that venue will lie in the appropriate court or before the appropriate administrative body in Monroe County, Florida. The Lessor and Lessee agree that, in the event of conflicting interpretations of the terms or a term of this Agreement by or between any of them, the issue shall be submitted to mediation prior to the institution of any other administrative or legal proceeding. 9. Attorney's Fees and Costs. The Lessor and Lessee agree that in the event any cause of action or administrative proceeding is initiated or defended by any party relative to the enforcement or interpretation of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, court costs, investigative, and out -of- pocket expenses, as an award against the non - prevailing party, and shall include attorney's fees, courts costs, investigative, and out -of- pocket expenses in appellate proceedings. Mediation proceedings initiated and conducted pursuant to this Agreement shall be in accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the circuit court of Monroe County. 10. Books, Records, Documents, Certified Operating Report Required. Lessee shall maintain all books, records, and documents directly pertinent to performance under this Agreement in accordance with generally accepted accounting principles consistently applied. Each party to this Agreement or their authorized representatives shall have reasonable and timely access to such records of each other party to this Agreement for public records purposes during the term of the Agreement and for four years following the termination of this Agreement. An annual operating statement prepared by a C.P.A. must be provided to the Lessor on or before February 28 of the following year. The operating statement shall be prepared without demand and at Lessee's sole cost and expense. The operating report shall set forth a schedule of Lessee's Gross Revenues and Gross Revenue fees paid. The report shall be accompanied by an independent auditor's report expressing an unqualified opinion on such schedule as of the end of the reporting period prepared in accordance with generally accepted auditing standards and certified by an independent certified public accountant licensed to practice in the State of Florida who is not an employee of The Hertz Corporation. If Lessee fails to furnish the Lessor any monthly statement of Gross Revenues or annual Certified Operating Report within the time required, Lessee shall pay within ten (10) days of the date of the demand letter therefore by Lessor as additional fees, a special handling fee of One Hundred Dollars ($100.00) per statement per day for each day the statement is overdue. This remedy shall be in addition to any and all other remedies provided for in this agreement or by law. 11. Leasehold Improvements - Lessee has the right during the term hereof, at its own expense, at any time, to install, maintain, operate, repair and replace any and all trade fixtures and other personal property useful in connection with its operation 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 thereupon shall be the sole property of the 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 coverings, other than carpeting, that is affixed to floors; sanitary disposal lines and sinks, commodes, and garbage disposal units; all heating, air treatment or ventilating distribution systems, including pipes, ducts, venthoods, air handling units and hot water generators; and all refrigerator rooms or vaults and refrigerated waste rooms including 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 Lessee. 12. Investment by the Lessee - All leasehold improvements and their titles shall vest immediately in Monroe County upon final inspection and approval by the permitting authority and their acceptance by the County in writing. Furniture, furnishings, fixtures and equipment will remain the personal property of Lessee and may be removed upon the termination of the agreement, provided all of its accounts payable to the County are paid at that time. 13. 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 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 provision hereof, or is provided by Monroe County (except subrogation 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, including 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 Airport. 14. Other Development of Airport - Monroe County reserves the right to further develop or improve the Airport as it sees fit, regardless of the desires or views of the Lessee, and without interference or hindrance; provided, however, that in no event can the County deprive the Lessee of reasonable and direct routes of ingress and egress to the premises. 15. 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 Lessee's facilities. 16. 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 improvements to the demised premises without the prior written consent of Lessor, which consent shall be not be unreasonably 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 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; (f) to control the conduct, manner and appearance of its officers, agents, and employees, and, in the event of 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; and (g) No signs, on premises advertising, or awnings may be erected by the Lessee on the premises or elsewhere at the Airport, unless they are approved by the Director of Airports in writing. 17. Lessor's Inspection and Maintenance - Lessor and its authorized officers, employees, agents, contractors, subcontractors 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 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 not 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. 18. Indemnification/Hold Harmless - Notwithstanding any minimum insurance requirements prescribed elsewhere in this agreement, Lessee shall defend, indemnify and hold the County and the County's elected and appointed officers and employees harmless from and against (i) any claims, actions or causes of action, (ii) any litigation, administrative proceedings, appellate proceedings, or other proceedings relating to any type of injury (including death), loss, damage, fine, penalty or business interruption, and (iii) any costs or expenses (including, without limitation, costs of remediation and costs of additional security measures that the Federal Aviation Administration, the Transportation Security Administration or any other governmental agency requires by reason of, or in connection with a violation of any federal law or regulation, attorney's fees and costs, court costs, fines and penalties) that may be asserted against, initiated with respect to, or sustained by, any indemnified party by reason of, or in connection with, (A) any activity of Lessee or any of its employees, agents, contractors or other invitees during the term of this lease, (B) the negligence or willful misconduct of Lessee or any of its employees, agents, contractors or other invitees, or (C) Lessee's default in respect of any of the obligations that it undertakes under the terms of this lease, except to the extent the claims, actions, causes of action, litigation, proceedings, costs or expenses arise from the intentional or sole negligent acts or omissions of the County or any of its employees, agents, contractors or invitees (other than Lessee). Insofar as the claims, actions, causes of action, litigation, proceedings, costs or expenses relate to events or circumstances that occur during the term of this lease, this Section will survive the expiration of the term of this lease or any earlier termination of this lease. 19. General Insurance Requirements - Prior to the commencement of work governed by this lease (including the pre- staging of personnel and material), the Lessee shall obtain, at his/her own expense, insurance as specified below. The Lessee will ensure that the insurance obtained will extend protection to all Contractors engaged by the Lessee. The Lessee will not be permitted to commence work governed by this Lease (including pre- staging of personnel and material) until satisfactory evidence of the required insurance has been furnished to the County as specified below. The Lessee shall maintain the required insurance throughout the entire term of this lease and any extensions specified in any 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. The Lessee shall provide, to the County, as satisfactory evidence of the required insurance, either a Certificate of Insurance or a certified copy of the actual insurance policy. The County, 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 County by the insurer. The acceptance and/or approval of the Lessee's insurance shall not be construed as relieving the Lessee from any liability or obligation assumed under this lease 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. a) 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 and Expanded Definition of Property Damage. The minimum limits acceptable shall be: $1,000,000 Combined Single Limit (CSL). If split limits are provided, the minimum limits acceptable shall be: $ 500,000 per Person, $ 1,000,000 per Occurrence, $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. b) Workers' Compensation - Prior to the commencement of work governed by this lease, the Lessee shall obtain Workers' Compensation Insurance with limits sufficient to respond to the applicable state statutes. In addition, the Lessee shall obtain Employers' Liability Insurance with limits of not less than: $1,000,000 Bodily Injury by Accident, $1,000,000 Bodily Injury by Disease, policy limits, and $1,000,000 Bodily Injury by Disease, each employee. Coverage shall be maintained throughout the entire term of the lease and shall be provided by a company or companies authorized to transact business in the state of Florida. C) Vehicle Liability - Recognizing that the work governed by this lease requires the use of vehicles, the Lessee, 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 Combined Single Limit (CSL). If split limits are provided, the minimum limits acceptable shall be: $ 500,000 per Person, $1,000,000 per Occurrence, $100,000 Property Damage. d) 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 be approved by Monroe County Risk Management. e) Lessee shall 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 property, but in no event an amount in excess of Lessee's original cost of constructing said fixed improvements. 20. Non - Discrimination - Lessee agrees that there will be no discrimination against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred, this Agreement automatically terminates without any further action on the part of any party, effective the date of the court order. Lessee agrees to comply with all Federal and Florida statutes, and all local ordinances, as applicable, relating to nondiscrimination. These include but are not limited to: 1) Title VI of the Civil Rights Act of 1964 (PL 88 -352) which prohibits discrimination on the basis of race, color or national origin; 2) Title IX of the Education Amendment of 1972, as amended (20 USC ss.1681 -1683, and 1685- 1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended (20 USC s. 794), which prohibits discrimination on the basis of handicaps; 4) The Age Discrimination Act of 1975, as amended (42 USC ss. 6101 -6107) which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (PL 92 -255), as amended, relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91 -616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd -3 and 290ee -3), as amended, relating to confidentiality of alcohol and drug abuse patient records; 8) Title VIII of the Civil Rights Act of 1968 (42 USC s. et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC s. 1201 Note), as may be amended from time to time, relating to nondiscrimination on the basis of disability; 10) Any other nondiscrimination provisions in any Federal or state statutes which may apply to the parties to, or the subject matter of, this Agreement. 21. 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 uninterrupted possession of the premises and rights herein leased and granted, subject to performance by Lessor of its obligations herein. 22. Cancellation by Lessor — Notwithstanding anything set forth in paragraph 5, if any of the following events occur, the Lessee shall be deemed to be in default of its obligations 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 lease will be automatically canceled at the end of that time and such cancellation will be without forfeiture, waiver, or release of the County's right to any such of money due pursuant to this agreement for the full term hereof: (a) if Lessee shall make a general assignment for the benefit of creditors, or file a voluntary petition in bankruptcy or a petition or answer seeking its reorganization or 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 the appointment of a receiver, trustee or liquidator of all or substantially all of the property of Lessee; (b) if any 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 reorganization, or the readjustment of its indebtedness under the Federal Bankruptcy Laws of any law or statute of the United States or any state, territory, or possession thereof or under the law of any other state, nation, or government, provided, that if 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 or 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; or (d) if the Lessee shall desert or abandon the premises for seven (7) consecutive calendar days. 23. 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 said breach and to invoke any remedy allowed by law or equity, 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 by 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 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 premises, or at the election of the County on account of Lessee's liability hereunder. 24. 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 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 to do so, 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; (d) if the fixed improvements placed upon the demised premises are totally destroyed or so extensively 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 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 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 canceled but shall continue in full force and effect, and in such case any excess thereof shall belong to Lessee; (e) the taking of the whole or any part of the demised premises by the exercise of any right of condemnation or eminent domain. 25. 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 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 exercising 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 maintenance of any just claim of said nature, and to refrain from hindering, opposing, or obstructing the maintenance thereby by Lessee. 26. Assi nment 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 Licensed member of The Hertz Corporation, duly appointed thereto by The Hertz Corporation, and that any and all privileges of every kind granted Lessee hereunder extends to any Licensee so appointed; provided, however, that notwithstanding the method of operation employed by Lessee hereunder any appointed Licensee shall continue to remain directly liable to Lessor for the performance of all terms and conditions of this lease. Except 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. 27. 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 unless such purpose or use is expressly approved by the Lessor in writing. 28. 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 subcontractors 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. 29. Time - In computing Lessee's term within which 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 Lessee's control. 30. Paragraph Headings - Paragraph headings herein are intended only to assist in reading identification and are not in limitation or enlargement of the content of any paragraph. 31. Notices - Any notice of 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 addresses: For Lessor: Director of Airports 3491 S. Roosevelt Blvd. Key West, FL. 33040 And Monroe County Attorney's Office 1111 12 St, Suite 408 Key West, FL. 33040 For Lessee: The Hertz Corporation 225 Brae Boulevard Park Ridge, NJ 07656 Attn: Staff Vice President, Real Estate and Concesions 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. 32. Severability. If any term, covenant, condition or provision of this Agreement (or the application thereof to any circumstance or person) shall be declared invalid or unenforceable to any extent by a court of competent jurisdiction, the remaining terms, covenants, conditions and provisions of this Agreement, shall not be affected thereby; and each remaining term, covenant, condition and provision of this Agreement shall be valid and shall be enforceable to the fullest extent permitted by law unless the enforcement of the remaining terms, covenants, conditions and provisions of this Agreement would prevent the accomplishment of the original intent of this Agreement. The Lessor and Lessee agree to reform the Agreement to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. 33. Binding Effect. The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to the benefit of the Lessor and Lessee and their respective legal representatives, successors, and assigns 34. Authority. Each party represents and warrants to the other that the execution, delivery and performance of this Agreement have been duly authorized by all necessary County and corporate action, as required by law. 35. Adjudication of Disputes or Disagreements. Lessor and Lessee agree that all disputes and disagreements shall be attempted to be resolved by meet and confer sessions between representatives of each of the parties. If no resolution can be agreed upon within 30 days after the first meet and confer session, the issue or issues shall be discussed at a public meeting of the Board of County Commissioners. If the issue or issues are still not resolved to the satisfaction of the parties, then any party shall have the right to seek such relief or remedy as may be provided by this Agreement or by Florida law. 36. Cooperation. In the event any administrative or legal proceeding is instituted against either party relating to the formation, execution, performance, or breach of this Agreement, Lessor and Lessee agree to participate, to the extent required by the other party, in all proceedings, hearings, processes, meetings, and other activities related to the substance of this Agreement or provision of the services under this Agreement. Lessor and Lessee specifically agree that no party to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement. 37. Code of Ethics. Lessor agrees that officers and employees of the Lessor recognize and will be required to comply with the standards of conduct for public officers and employees as delineated in Section 112.313, Florida Statutes, regarding, but not limited to, solicitation or acceptance of gifts; doing business with one's agency; unauthorized compensation; misuse of public position, conflicting employment or contractual relationship; and disclosure or use of certain information. 38. No Solicitation/Payment. The Lessor and Lessee warrant that, in respect to itself, it has neither employed nor retained any company or person, other than a bona fide employee working solely for it, to solicit or secure this Agreement and that it has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working solely for it, any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For the breach or violation of the provision, the Lessee agrees that the Lessor shall have the right to terminate this Agreement without liability and, at its discretion, recover the full amount of such fee, commission, percentage, gift, or consideration. 39. Public Access. The Lessor and Lessee shall allow and permit reasonable access to, and inspection of, all documents, papers, letters or other materials in its possession or under its control subject to the provisions of Chapter 119, Florida Statutes, and made or received by the Lessor and Lessee in conjunction with this Agreement; and the Lessor shall have the right to unilaterally cancel this Agreement upon violation of this provision by Lessee. 40. Non - Waiver of Immunity. Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the participation of the Lessor and the Lessee in this Agreement and the acquisition of any commercial liability insurance coverage, self - insurance coverage, or local government liability insurance pool coverage shall not be deemed a waiver of immunity to the extent of liability coverage, nor shall any contract entered into by the Lessor be required to contain any provision for waiver. 41. Privileges and Immunities. All of the privileges and immunities from liability, exemptions from laws, ordinances, and rules and pensions and relief, disability, workers' compensation, and other benefits which apply to the activity of officers, agents, or employees of any public agents or employees of the Lessor, when performing their respective functions under this Agreement within the territorial limits of the County shall apply to the same degree and extent to the performance of such functions and duties of such officers, agents, volunteers, or employees outside the territorial limits of the County. 42. Legal Obligations and Responsibilities: Non - Delegation of Constitutional or Statutory Duties. This Agreement is not intended to, nor shall it be construed as, relieving any participating entity from any obligation or responsibility imposed upon the entity by law except to the extent of actual and timely performance thereof by any participating entity, in which case the performance may be offered in satisfaction of the obligation or responsibility. Further, this Agreement is not intended to, nor shall it be construed as, authorizing the delegation of the constitutional or statutory duties of the County, except to the extent permitted by the Florida constitution, state statute, and case law. 43. Non - Reliance by Non - Parties. No person or entity shall be entitled to rely upon the terms, or any of them, of this Agreement to enforce or attempt to enforce any third -party claim or entitlement to or benefit of any service or program contemplated hereunder, and the Lessor and the Lessee agree that neither the Lessor nor the Lessee or any agent, officer, or employee of either shall have the authority to inform, counsel, or otherwise indicate that any particular individual or group of individuals, entity or entities, have entitlements or benefits under this Agreement separate and apart, inferior to, or superior to the community in general or for the purposes contemplated in this Agreement. 44. No Personal Liability. No covenant or agreement contained herein shall be deemed to be a covenant or agreement of any member, officer, agent or employee of Lessor in his or her individual capacity, and no member, officer, agent or employee of Lessor shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. 45. Execution in Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be regarded as an original, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Agreement by signing any such counterpart. 46. Lessor's Reserved Rights. Notwithstanding anything herein contained that may be, or appear to be, to the contrary, it is expressly understood and agreed that the rights granted under this agreement are nonexclusive and the Lessor herein reserves the right to grant similar privileges to another Lessee or other Lessees on other parts of the Airport. 47. Covenant of No Interest Lessor and Lessee covenant that neither presently has any interest, and shall not acquire any interest, which would conflict in any manner or degree with its performance under this Agreement, and the only interest of each is to perform and receive benefits as recited in this Agreement. 48. Attestations Lessee agrees to execute such documents as the Lessor may reasonably require, to include a Public Entity Crime Statement, an Ethics Statement, and a Drug - Free Workplace Statement. 49. AIRPORT SECURITY. a) General. The federal Transportation Security Administration is the federal agency primarily responsible for overseeing the security measures utilized by the airport owner pursuant to the relevant provisions of Chapter 49, United States Code, and regulations adopted under the authority of the Code, including but not limited to 49 CFR 1540, et seq. Violations of the statutes or regulations may result in severe civil monetary penalties being assessed against the airport operator. It is the intent of the airport operator that the burdens and consequences of any security violations imposed upon the airport operator as a result of actions by an airport tenant or the airport tenant's employees, agents, invitees, or licensees shall be borne by the airport tenant. b) Airport Tenant Defined. An airport tenant means any person, entity, organization, partnership, corporation, or other legal association that has an agreement with the airport operator to conduct business on airport property. The term also includes an airport tenant as defined in 49 CFR 1540.5. Each signatory to this Agreement, other than the airport operator, is an airport tenant. c) Airport Operator Defined. As used in this Agreement, airport operator means Monroe County, Florida, its elected and appointed officers, and its employees. d) Airport Property Defined. Airport property shall mean the property owned or leased by, or being lawfully used by, the airport operator for civil aviation and airport- related purposes. For purposes of this Agreement, airport property is the property generally referred to as the Key West Airport, the Marathon Airport, or both as may be set forth in this Agreement. e) Inspection Authority. The airport tenant agrees to allow Transportation Security Administration (TSA) authorized personnel, at any time or any place, to make inspections or tests, including copying records, to determine compliance of the airport operator or airport tenant with the applicable security requirements of Chapter 49, United States Code, and 49 CFR 1540, et seq. f) Airport Security Program. The airport tenant agrees to become familiar, to the extent permitted by the airport operator, with the Airport Security Program promulgated by the airport operator and approved by TSA, and also agrees to conform its' operations and business activities to the requirements of the Airport Security Program. g) Tenant Security Program. If permitted under TSA regulations, the airport tenant may voluntarily undertake to maintain an Airport Tenant Security Program as referred to in 49 CFR 1542.113. If the airport tenant voluntarily promulgates an Airport Tenant Security Program that is approved by TSA, such program, as may be amended and approved from time to time, shall be automatically incorporated into this Agreement. h) Breach of Agreement. Should TSA determine that the airport tenant or one or more of the airport tenant's employees, agents, invitees, or licensees has committed an act or omitted to act as required, and such act or omission is a violation which results in TSA imposing a civil penalty against the airport operator in accordance with TSA's Enforcement Sanction Guidance Policy, such determination and imposition of a civil penalty by TSA shall be considered a significant breach of this Agreement. (1). Minimum Violation. If the violation is the first or second violation attributed to the airport tenant and is a civil penalty "minimum violation" as provided for in TSA's Enforcement Sanction Guidance Policy, the airport tenant may cure the breach by paying to the airport operator the total costs incurred by the airport operator, including any fines or penalties imposed, in investigating, defending, mitigating, compromising, or taking of remedial measures as may be agreed to by TSA, to include but not be limited to reasonable attorney's fees and costs incurred in the investigation, defense, compromising, mitigation, or taking of remedial action measures. If the violation is a third violation, or there are multiple violations in excess of two violations, that is or are a civil penalty "minimum violation ", the airport tenant shall pay to the airport operator the total costs incurred by the airport operator, including any fines or penalties imposed, in investigating, defending, compromising, mitigating, or taking of remedial measures as may be agreed to by TSA, to include but not be limited to reasonable attorney's fees and costs incurred in the investigation, defense, compromising, mitigation, or taking of remedial action measures; and, further, the airport operator shall have the right to unilaterally cancel this Agreement, such cancellation to be effective thirty calendar days after receipt by the airport tenant of written notice of cancellation of this Agreement by the airport operator. (2). Moderate Violation. If the violation is the first or second violation attributed to the airport tenant and is a civil penalty "moderate violation" as provided for in TSA's Enforcement Sanction Guidance Policy, the airport tenant may cure the breach by paying to the airport operator the total costs incurred by the airport operator, including any fines or penalties imposed, in investigating, defending, compromising, mitigating, or taking of remedial measures as may be agreed to by TSA, to include but not be limited to reasonable attorney's fees and costs incurred in the investigation, defense, compromising, mitigation, or taking of remedial action measures; and, further, the airport tenant may cause all of airport tenant's employees involved in the airport tenant's business operations on the airport property to undergo such security training as may be required by the airport operator. The total cost of the training shall be paid for by the airport tenant. If the violation is a third violation, or there are multiple violations in excess of two violations, that is or are a civil penalty "moderate violation ", the airport tenant shall pay to the airport operator the total costs incurred by the airport operator, including any fines or penalties imposed, in investigating, defending, compromising, mitigating, or taking of remedial measures as may be agreed to by TSA, to include but not be limited to reasonable attorney's fees and costs incurred in the investigation, defense, compromising, mitigation, or taking of remedial action measures; and, further, the airport operator shall have the right to unilaterally cancel this Agreement, such cancellation to be effective thirty calendar days after receipt by the airport tenant of written notice of cancellation of this Agreement by the airport operator. (3). Maximum Violation. If the violation is the first violation attributed to the airport tenant and is a civil penalty "maximum violation" as provided for in TSA's Enforcement Sanction Guidance Policy, the airport tenant may cure the breach by paying to the airport operator the total costs incurred by the airport operator, including any fines and penalties imposed, in investigating, defending, compromising, mitigating, or taking of remedial measures as may be agreed to by TSA, to include but not be limited to reasonable attorney's fees and costs incurred in the investigation, defense, compromising, mitigation, or taking of remedial action measures; and, further, the airport tenant may cause all of airport tenant's employees involved in the airport tenant's business operations on the airport property to undergo such security training as may be required by the airport operator. The total cost of the training shall be paid for by the airport tenant. If the violation is a second violation, or there are multiple violations, that is or are a civil penalty "maximum violation ", the airport tenant shall pay to the airport operator the total costs incurred by the airport operator, including any fines or penalties imposed, in investigating, defending, compromising, mitigating, or taking of remedial measures as may be agreed to by TSA, to include but not be limited to reasonable attorney's fees and costs incurred in the investigation, defense, compromising, mitigation, or taking of remedial action measures; and, further, the airport operator shall have the right to unilaterally cancel this Agreement, such cancellation to be effective thirty calendar days after receipt by the airport tenant of written notice of cancellation of this Agreement by the airport operator. (4). Mitigation of Breach. TSA has a policy of forgoing civil penalty actions when the airport operator detects violations, promptly discloses the violations to TSA, and takes prompt corrective action to ensure that the same or similar violations do not recur. This policy is known as the TSA Voluntary Disclosure Program Policy, and is designed to encourage compliance with TSA regulations, foster secure practices, and encourage the development of internal evaluation programs. The airport tenant agrees that upon detecting a violation the airport tenant will immediately report it to the airport operator. Should the TSA ultimately determine that the violation was committed by the airport tenant, or an employee, agent, invitee, or licensee of the airport tenant, but the violation should result in the issuance of a letter of correction in lieu of a civil penalty, then the airport tenant shall reimburse the airport operator the total costs incurred by the airport operator in investigating, defending, mitigating, or taking of remedial measures as may be agreed to by TSA, to include but not be limited to reasonable attorney's fees and costs incurred in the investigation, defense, mitigation, or taking of remedial action measures. A violation resulting in the issuance of a letter of correction shall not be considered to be a breach of this Agreement by the airport tenant. (5). Survival of Sub - Section. This sub - section h shall survive the cancellation or termination of this Agreement, and shall be in full force and effect. i) Hold Harmless; Indemnification; Defense; Release; Survival. Notwithstanding any minimum insurance requirements prescribed elsewhere in this Agreement, the airport tenant agrees to hold harmless, indemnify, defend and release the airport operator, and the airport operator's elected and appointed officers and employees, from any claims, actions, causes of action, litigation, administrative proceedings, appellate proceedings, or other proceedings relating to any and all types of injury, including death, loss, damage, fines, penalties, or business interruption of any nature whatsoever, of or to any person or property in connection with the use of the airport property under this Agreement, regardless of causation and including criminal acts of third parties; and especially including any and all fines, penalties, out of pocket expenses, attorney's fees and costs, and costs of remediation or additional security measures required to be implemented by any governmental agency (including but not limited to the Federal Aviation Administration and the Transportation Security Administration) resulting from a violation of any federal law or federal regulation. This sub - section shall survive the cancellation or termination of this Agreement. 50. Mutual Review. This agreement has been carefully reviewed by the Lessee and the Lessor. Therefore, this agreement is not to be construed against either party on the basis of authorship. 51. Final Understanding. This agreement is the parties' final mutual understanding. It replaces any earlier agreements or understandings, whether written or oral. This agreement cannot be modified or replaced except by another written and signed agreement. 1N WITNESS WHEREOF, each party has caused this agreement to be executed by a duly authorized representative. (SEAL) � � -D.C BOARD OF COUNTY COMMISSIONERS ATTEST: DANNY L. KOLHAGE, CLERK OF MONROE COUNTY, FLORIDA By Mayor /Ch ' an 1 ATTEST: By: Neale R. Bedrock Title: Assistant Secretary THE HE RT RATION: By Sim gh Ellis, Staff Vice President, Title: Rea Estate and Concessions 'v t ut a. 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