07/20/2016 AgreementAMY REAVILIN, CPA
CLERK OF CIRCUIT COURT &COMPTROLLER
MONROECOUlRY,FLORIDA
DATE: September 22, 2016
TO: Don DeGraw,
Director of Airports
ATTN. • Yany Rodriguez, Finance Analyst KWIA
FROM. • Cheryl Robertson Executive Aide to the Clerk of Court & Comptroller G
At the July 20, 2016 Board of County Commissioner's meeting the Board granted approval and
authorized execution of Items C20 Approval of a five year Rental Car Concession Agreement with DTG
Operations, Inc. for the continued non-exclusive right to operate an automobile rental concession at the
Key West International Airport providing $53,073.12 annual rent plus taxes and a 10% concession fee
on gross revenue.
Enclosed is a duplicate originals executed on behalf of Monroe County, for your handling. Should you
have any questions, please feel free to contact me.
cc: County Attorney
Finance
File /
500 Whitehead Street Suite 101, PO Box 1980, Key West, FL 33040 Phone: 305-295-3130 Fox: 305-295-3663
3117 Overseas Highway, Marathon, FL 33050 Phone: 305-289-6027 Fax: 305-289-6025
88820 Overseas Highway, Plantation Key, FL 33070 Phone: 852-7145 Fax: 305-852-7146
RENTAL CAR CONCESSION
DTG OPERATIONS, INC.
MONROE COUNTY
THIS AGREEMENT, hereinafter "Agreement" is made and entered into this 20th day of
July, 2016 by and between MONROE COUNTY, a political subdivision of the State of Florida,
whose address in 1100 Simonton Street, Key West, Florida 33040, hereinafter "County" or
"Lessor" and DTG OPERATIONS, INC., an Oklahoma Corporation, whose address is 8501
Williams Road, Estero, Florida 33928, hereinafter "DTG", "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 in Key West,
Florida hereinafter "Airport"; and
WHEREAS, Lessor and Lessee desire, in connection with said operations, to provide
for the leasing by Lessor to Lessee of certain space in and around the Airline Terminal at the
Airport for the establishment of a Rental Car Concession to accommodate the Lessee's customers
and provide space for the temporary placement of rental ready vehicles and for other purposes in
connection with said operations, all as hereinafter more specifically 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 use as a rental car office, rental
car office spaces #102 and #103, located in the airline arrivals area at the Key West International
Airport (KW IA), said spaces containing 220 square feet and 221 square feet respectively, and the
area immediately outside rental car office space #102 and #103, physically enclosed by the
counter, side partitions and the interior wall of office spaces # 102 and #103, said spaces being
designated "DTG Operations" as shown on Exhibit A, attached hereto and made a part hereof;
and in addition thereto, fifty-one (51) rental car ready spaces in the parking lot, in the area
designated "Rental Car Ready Area".
2. Term - This Agreement is for a term of five years, commencing on July 1,
2015 and terminating on June 30, 2020.
3. Rental and Fees - Lessee, for and during the term hereof, shall pay to Lessor for
the use and occupancy of said Premises and for the rights and privileges herein granted at the
following scheduled rates and fees:
(a) Office/Counter Rental: Counter/Office space rental shall be paid at the rate of
$4,422.76 per month, plus tax. The Office/Counter space includes rental car office space #102
and #103 as shown on Exhibit A and the area immediately outside rental car office space #102
and #103, physically enclosed by the counter, side partitions and the interior wall of space #102
and #103. On the anniversary date of this Agreement this rate will be adjusted annually by a
percentage equal to the percentage increase in the CPI-U for urban consumers for the preceding
calendar year or in accordance with the Airport's standard rates and charges as revised annually,
whichever is greater. In the event of a deflationary CPI, no adjustment in the rental rates will be
made.
Rent 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 Agreement is in effect. Upon the
failure of Lessee to pay rent or concession fees 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 20 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.
(b) Ready Spaces: No Charge.
(c) Concession Fee: Guaranteed minimum annual concession fee for each contract
year of concession Agreement shall be $150,000. The Lessee agrees to pay monthly, on or before
the fifteenth day of each calendar month, 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 County determines that the total amount paid during a calendar year (January 1 — December
31) period under this method exceeds ten (10) percent of gross revenues or the annual minimum
guarantee, whichever is greater, for that calendar year period, an adjustment will be made to the
monthly rental amount due at the first available opportunity following said determination of the
subsequent calendar year period.
(d) Customer Facility Charges: Upon written notice from the County that the Monroe
County Board of County Commissioners has authorized the implementation of a Customer
Facility Charge at KWIA to pay for future proposed improvements, renovations, upgrades and/or
modifications to rental car facilities at KWIA, Lessee shall be obligated to collect said charge as
of the effective date of the notice. Upon said effective date, Lessee shall collect a daily Customer
Facility Charge on all vehicle rental transactions with KWIA Airport Customers and shall
continue to collect and remit said charge until such time as Lessee receives written notice form
the County to discontinue collection. The Customer Facility Charge shall be identified on a
separate line below the sales tax line on the customer's rental contract, in the amount established
from time to time by County, and shall be described as the "Customer Facility Charge" or
"CFC." CFC fees shall be excluded from the definition of gross revenues. Lessee must collect
the Customer Facility Charge at the time the first payment is made for a qualifying vehicle rental
transaction and must remit the full amount of the Customer Facility Charge to County regardless
of whether or not the full amount of such Customer Facility Charge is actually collected by
Lessee from the person who rented the vehicle. If Lessee fails to collect the Customer Facility
Charge from its customers in the amount established for collection by County, Lessee shall
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nonetheless be liable to County for payment of the Customer Facility Charge proceeds that
should have been collected. If Lessee fails to remit any Customer Facility Charge proceeds to
County, Lessee also shall be liable to County for payment of the Customer Facility Charge
proceeds that should have been remitted. Lessee further acknowledges and agrees that County
shall be entitled to the specific enforcement of the provisions of this Section 3(d) and waives any
defense it may have to a lawsuit brought by County or any other party in interest for Lessee's
specific performance of its obligations hereunder.
Lessee agrees that (i) Customer Facility Charge proceeds are not income, revenue or any
other asset of Lessee; (ii) Lessee has no ownership or property interest in such Customer Facility
Charge proceeds; and (iii) Lessee hereby waives any claim to a possessory or ownership interest
in Customer Facility Charge proceeds. Lessee agrees that it holds such Customer Facility
Charge proceeds in trust for the benefit of County, and that County (or a trustee on its behalf) has
complete possessory and ownership rights to such Customer Facility Charge proceeds.
Consistent with the nature of the Customer Facility Charge proceeds as funds held in trust for
County, Lessee shall separately account, on its books and records, for the Customer Facility
Charge proceeds collected by it. Notwithstanding the foregoing, in the event that either (a) it is
determined that Lessee must, as a matter of law, establish a separate account into which all
Customer Facility Charge proceeds must be deposited, or (b) it is determined, by a court of
competent jurisdiction, that the failure to maintain the Customer Facility Charge proceeds in a
separate account imperils the trust nature of the relationship created by this Section 3(d) and
potentially subjects any Customer Facility Charge proceeds held by Lessee to a claim (or
potential claim) by Lessee's creditors, whether in bankruptcy or otherwise, then, in that event,
County shall have the right to require Lessee to establish a separate account into which all
collected Customer Facility Charge proceeds shall be deposited and all interest (if any) on the
Customer Facility Charge proceeds held by Lessee shall inure to the benefit of, and be payable
to, County.
Lessee shall remit the Customer Facility Charge proceeds held by Lessee to County on a
monthly in arrears basis on or before the first day of each calendar month following the month in
which the Customer Facility Charge proceeds were collected; provided, however, in the event it
is determined that Lessee must, as a matter of law, remit the Customer Facility Charge proceeds
more frequently, Lessee shall remit such funds with such frequency as required, but Lessee shall
not otherwise be required to report or reconcile the amounts remitted other than on a monthly in
arrears basis on or before the first day of each month. Lessee shall remit the Customer Facility
Charge proceeds by electronic funds transfer or other means specifically approved by County in
writing. When remitting such Customer Facility Charge proceeds, Lessee shall report and
reconcile the Customer Facility Charge proceeds remitted by it on a form required by County
and shall submit such other and further information as may reasonably be necessary for County
to determine any matter related to the Customer Facility Charge proceeds.
Lessee shall maintain records and controls that are sufficient to demonstrate the
correctness of the Customer Facility Charge proceeds collected by Lessee and the amount of
Customer Facility Charge proceeds paid to County. Such records shall be maintained in
accordance with, and subject to inspection and audit as set forth in, Article 5 of the Original
Agreement.
4. Definition of Gross Revenues - As used herein, the term "gross revenues" shall
mean the total charges for time, mileage, any and all insurance coverage charged to the renter,
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any and all fees, plans, charges or surcharges, services or products 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 operator to customers picked up at the airport for and in connection with the rental of a
motor vehicle 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 revenues be construed as broadly as permitted by
law and that the only exclusions to the definition of gross revenues shall be CFC fees and state,
federal and local taxes. The Lessee for the purpose of its concession rentals shall report all
income, both cash and credit, in a monthly gross revenues statement submitted with its payment.
5. Accounting Procedures - The Concessionaire 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 the automobile rental industry located on Airports.
Concessionaire agrees to operate its business upon the Airport so that a duplicate rental
agreement invoice, serially pre -numbered, shall be issued for each sale or transaction whether for
cash or credit. Concessionaire 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 the Monroe County Clerk of Courts or other authorized representative, shall have
the right to inspect and audit the Concessionaire's books of accounts and other records directly
generated at the Key West International Airport office or otherwise pertaining directly to this
agreement. Knowingly furnishing the County a false statement of its 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 Agreement terminated. The Lessee retains the right to have its controller
or a representative assigned by its controller to be 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.
6. 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 Concessionaire and may be removed
upon the termination of the agreement, provided all of its accounts payable to the County are
paid at that time.
7. Leasehold Improvements - Lessee has the right during the term hereof, at its own
expense, at any time from time to time, to install, maintain, operate, repair and replace any and
all trade fixtures and other personal property useful from time to time in connection with its
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
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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, vent hoods, 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 Concessionaire.
Unless otherwise agreed to in writing, Lessee shall bear sole responsibility for the cost of
installation, maintenance and repair of all leasehold improvements. Responsibility for
maintenance and repair of any leasehold improvement which connects to airport terminal facility
utilities shall transfer at the point of connection. Except for the aforementioned leasehold
improvements, Lessor shall bear sole responsibility for the costs of maintenance and repair for
the structural components of the airport terminal facility, including electric, plumbing and
mechanical systems.
8. 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 Concessionaire hereby agrees to repay or be responsible to
Monroe County for all damages to the property of the County which may be caused by an act or
omission on the part of the Concessionaire, its agents, servants, or employees and except to the
extent that such damage to the property is covered by insurance required to be provided by the
Concessionaire under any provision hereof, or is provided by Monroe County (except
subrogation rights of the County's carrier), Concessionaire shall pay, on behalf of the County, all
sums which the County shall become obligated to pay by reason of the 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 Concessionaire, its agents, servants, or
employees on the Airport.
9. Other Development of Airport - Monroe County reserves the right to further
develop or improve the landing area of the Airport as its sees fit, regardless of the desires or
views of the Concessionaire, and without interference or hindrance; provided, however, that in
no event can the County deprive the Concessionaire of reasonable and direct routes of ingress
and egress to the premises.
10. Terminal Area Planning - Lessee acknowledges that Monroe County has Master
Plans including terminal area revisions. Lessee hereby agrees to cooperate to the fullest with the
County, especially in those areas of terminal improvements which may at some time cause
relocation of rental car facilities.
11. Lessee's Obli atg ions - Lessee covenants and agrees:
(a) to pay the rent and other charges herein reserved at such times and places as the
same are payable;
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(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; and
(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, Concessionaire shall forthwith take steps
necessary to remove the cause of the objection.
12. 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 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.
13. 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,
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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 Agreement, (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 Agreement, 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
Agreement, this Section will survive the expiration of the term of this lease or any earlier
termination of this Agreement.
14. General Insurance Requirements - The Lessee shall obtain, at his/her own
expense, insurance as specified below. The Lessee shall maintain the required insurance
throughout the entire term of this Agreement and any subsequent extensions. Failure to comply
with this provision may result in the immediate suspension of all activities conducted by the
Lessee 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 Agreement.
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 Agreement 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.
a) General Liability Insurance - Coverage shall be maintained throughout the
life of this Agreement 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 Agreement. 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 Agreement, 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
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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 this Agreement and
shall be provided by a company or companies authorized to transact business in the state of
Florida.
If the Lessee has been approved by the Florida's Department of Labor, as an
authorized self -insurer, the County shall recognize and honor the Lessee's status. The Lessee
may be required to submit a Letter of Authorization issued by the Department of Labor and a
Certificate of Insurance, providing details on the Lessee's Excess Insurance Program.
If the Lessee participates in a self-insurance fund, a Certificate of Insurance will
be required. In addition, the Lessee may be required to submit updated financial statements from
the fund upon request from the County.
c) Vehicle Liability - Recognizing that the work governed by this Agreement
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 this Agreement 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.
15. Non -Discrimination - Lessee shall furnish all services authorized under this
agreement on a fair, equal and non-discriminatory basis to all persons or users thereof, charging
fair, reasonable, and non-discriminatory prices for all items and services which it is permitted to
sell or render under this agreement. Franchisee shall not discriminate in its employment
practices against any person on the basis of race, sex, creed, color, national origin, age or any
other characteristic or aspect which is not job related.
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
P.
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 maybe 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.
16. Rules and Regulations - 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.
17. Furnishing of Service - The Lessee further covenants and agrees that he will, at all
times during the continuance of the term hereby demised and any renewal or extension thereof,
conduct, operate, and maintain for the benefit of the public, the rental car concession provided
for and described herein, and all aspects and parts and services thereof as herein defined and set
forth, and will make all such facilities and services available to the public and that he will devote
his best efforts for the accomplishment of such purposes.
18. 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 relative
to the operation or maintenance of the Airport, and execution of which has been or may be
required by the provision 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 provisions
protecting and preserving the rights of Lessee in and to the demised premises 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.
19. 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.
20. Cancellation by Lessor - If any of the following events occur, the Lessee shall be
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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
concession 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;
(d) 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 to do so;
(e) if Lessee defaults in fulfilling any of the terms, covenants, or conditions required of it
hereunder and fails to remedy said default within thirty (30) days following receipt by Lessee of
written demand from Lessor to do so, 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 to do so, then, if Lessee shall have failed to commence the remedying of such default
within thirty (30) days following such written notice, or having so commenced, shall fail
thereafter to continue with diligence the curing thereof;
(f) if the Lessee shall desert or abandon the premises for seven (7) consecutive calendar
days;
(g) if the concession or the estate of the Lessee hereunder shall be transferred, subleased,
or assigned in any manner except in the manner as herein permitted;
(h) if the Lessee shall fail to pay any validly imposed tax; assessments; utility rent, rate
or charge; or other governmental imposition; or any other charge or lien against the premises
leased hereunder within any grace period allowed by law, or by the governmental authority
imposing the same, during which payment is permitted without penalty or interest (In complying
with this subparagraph the Lessee does not waive his right to protest such tax, assessment, rent,
rate or charge); or
(i) if the Lessee fails to provide service as required by specifications for 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
10
canceled within thirty (30) days of the giving of notice by the County and the Lessee shall not be
permitted to cure such default.
21. 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. 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. The prevailing party shall pay any
reasonable attorney's fees incurred by the other party in the event of litigation. The prevailing
party shall pay any reasonable attorney's fees incurred by the other party in the enforcement of
the agreement other than through litigation, including but not limited to all costs and attorney's
fees in collection, bankruptcy or reorganization proceedings, or appeal of any such matter.
22. 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,
11
(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) in the event of destruction of all or a material portion of the Airport or the Airport
facilities or in the event that any agency or instrumentality of the United States Government, or
any state or local government occupies the Airport or a 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 automobile
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 an automobile rental concession at the Airport is withdrawn,
canceled, terminated, or not renewed by Lessor;
(g) the taking of the whole or any part of the demised premises by the exercise of any
right of condemnation or eminent domain;
(h) if at any time during the basic term hereof or the option periods, the Airport or
terminal building is removed to a place more than three (3) road miles in distance from its
present location.
(i) if the Lessee terminates this Agreement pursuant to Section 22(a)-(h) inclusive,
no rental or fees shall accrue and neither party shall have any further obligations under the terms
of the Agreement after the effective date of the notice.
0) If at any time Lessee desires to terminate the lease without cause, and provides thirty
(30) days prior written notice to the County, and pays two (2) month's rent and 10% of the
equivalent of two (2) month's gross revenues; or if Lessee desires to terminate the lease without
cause and provides no notice or less than thirty (30) day's written notice, and pays three (3)
month's rent and 10% of the equivalent of three (3) month's gross revenues. For purposes of this
paragraph, gross revenues shall be based on the immediately preceding two months or three
months, respectively, depending upon whether thirty days' notice is given.
23. 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
12
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.
24. 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 Licensed
member of DTG Operations Inc., duly appointed thereto by DTG Operations Inc., 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 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.
25. 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.
26. 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.
27. Time - In computing Lessee's term 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 Lessee's control.
28. 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.
29. 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:
County Administrator
1100 Simonton Street
13
For Lessee:
DTG Operations Inc.
8501 Williams Road
Key West, FL 33040
And
Monroe County Attorneys Office
I I 1112th St., Suite 408
Key West, F1. 33040
Estero, Florida 33928
Attn: Vice President, Real Estate &
Concessions
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.
30. 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.
31. Binding Effect - The terms, covenants, conditions, and provisions of this
Agreement shall bind and inure to the benefit of the County and Lessee and their respective legal
representatives, successors, and assigns
32. 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.
33. Adjudication of Disputes or Disagreements - County and Concessionaire 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.
34. 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, County and Concessionaire 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. County and
Lessee specifically agree that no party to this Agreement shall be required to enter into any
arbitration proceedings related to this Agreement.
35. Code of Ethics - County agrees that officers and employees of the County
recognize and will be required to comply with the standards of conduct for public officers and
14
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.
36. No Solicitation/Payment - The County and Concessionaire 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 Concessionaire agrees that the County shall have the right to
terminate this Agreement without liability and, at its discretion, to offset from monies owed, or
otherwise recover, the full amount of such fee, commission, percentage, gift, or consideration.
37. Public Access - The County 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
County and Lessee in conjunction with this Agreement; and the County shall have the right to
unilaterally cancel this Agreement upon violation of this provision by Lessee.
38. Non -Waiver of Immunity - Notwithstanding the provisions of Sec. 768.28,
Florida Statutes, the participation of the County and the Concessionaire 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 County be required to
contain any provision for waiver.
39. 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 County, 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.
40. 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.
41. Non -Reliance by Non -Parties - No person or entity shall be entitled to rely upon
15
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
County and the Concessionaire agree that neither the County nor the Concessionaire 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.
42. 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 Monroe
County in his or her individual capacity, and no member, officer, agent or employee of Monroe
County shall be liable personally on this Agreement or be subject to any personal liability or
accountability by reason of the execution of this Agreement.
43. 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 singing any such counterpart.
44. Mutual Review - This agreement has been carefully reviewed by the
Concessionaire and the County, therefore this agreement is not to be construed against either
party on the basis of authorship.
45. 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 (except as to the occupancy and use of the demised
premises) and the Lessor herein reserves the right to grant similar privileges to another Lessee or
other Lessees on other parts of the Airport.
46. 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.
T'7
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 International Airport, the Florida Keys Marathon International 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;
17
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 46.h) shall survive the cancellation or
termination of this Agreement, and shall be in full force and effect.
IN WITNESS WHEREOF, the parties have caused these presents to be executed by their
ive officer or representative thereunto duly authorized, the day and year first above
MONROE COUN B RD OF COUNTY
HEAVILIN, CLERK COMMISSION
By
Clerk 9-22.l u Mayor/Chairman
DTG OPERATIONS, INC.
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Witness Michael 1 . Holdgraf r
Title Vice President, Real Estate & Concessions
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ACCM0 CERTIFICATE OF LIABILITY INSURANCE
1110.�07/6J2015
DATE
26016 rYYYY)
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(les) must be endorsed. If SUBROGATION IS WAIVED, subject to
the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the
certificate holder in lieu of such endorsement(s).
PRODUCER
MARSH USA, INCH
445 SOUTH STREET
CONTACT
FAX
AIC Mal:
4 SS
MORRISTOWN, NJ 079SH454
Adn Hertz certrequest@marsh.com Fax 212.94BM79
INSURE APFORDiNO COVERAGE
NAIL 0
INSURER A.- ACE American Inwance Company
22667
100595•DTAGIOM•16.17
rNSUREo
HERTZ GLOBAL HOLDINGS, INCNth
DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.
INSURER a : Indemnity Ins Co Of North America
3575
INSURER C Aeon Elite Insurance C-4-y
700
INSURER D ; ACE Fire Underwr4ers Insurance Company
20702
8501 WILLIAMS ROAD
ESTERO, FL 33928
INSURER E :
INSURER F
COVERAGES CERTIFICATE NUMBER: NYC•0072105WI0 REVISION NUMBER-3
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW 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.
t TYPE OF INSURANCE
ADM
VIVO
POLICY INJ
Y
LIMITS
A
; r!*ERCIAL GENERALwBIITY
CLAW -MADE � OCCUR
G27403219
0110112015 '01Atr1017EACH
OCCURRENCE
is5,000.000
S4ktsured br$5M XS5M
MEp EXP ons }�
10,000
q,S
& AOV INJURY
.-.
# $ 5,o00.000
GENL AGGREGATE LIMIT APPLIES PER:
POLICY ❑ JP�7 LOC
PERSONAL
GENERAL AGGREGATE
S 5,000.00E
PRODUCTS COMPIOPAGG
S 5,000000
OTHER
AUTOMOBILE
LIABILITY
Se f•Inwred up b S10.000.000
011D112016
01101/2017
s 10,000000
X
ANY AUTO
AN WhBr Stain
BODILY INJURY (Per parson)
S
, EDULED
ALLOWNED SOS
AUTOS
HIRED AUTOS NON-0WNED
.» See Attached ».
BODI-, ,. — . -.. nt)
LY NJJURY (Per aaddap'
PROPERTY DAMAGEAUTOS
f
s
X
' UMBRELLA LIAs X OCCUR
EXCESSLIAB
CLAIMS -MADE
UMR200009802
t2t2112015
12/21l2t116
EACH OCCURRENCE
S 5,0D0,0W
AGGREGATE
5,000.000
Is
DED i t RETENTIONS
B
A
D
WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY
ANY PROPRIETORIPARTNERrEXECUrrvE N--
OFFICERIMEMSER EXCLUDED?
IMandamyInNH)
N dsstribs ardor RATIONS babes
; N ! A
WLRC4$596320 (AOS)
WLR C48596289 (AZ, CA, MA)
C48595368IWn
Emp Uab Self Insured S5M xs SSM
0110W 15
j01l012016
�01f01f2015
0%112017
OtA1r"1017
IOir01l2017
X A
E.L. EACH ACCIDENT
s 5,000,000
E.L. DISEASE -EA EMPLOYEE
S 5,000,000
3 E.L. OIS E - POLICY Le1R
S 5.000,000
t
f
DMRIPTION OF OPERATIONS r LOCATIONS r VEINCLES (ACORD 101. Addhbnal RammU Sshsdels, may be attached If more space Is required)
RE 3495 S. Roosevek Key West, FL
CertiGate Holder is vaned as Additional Insured In regards to the General Uab W porcy where and to the e>deni requaed by written contract
Waiver of Subrogakn Is granted in Iavor of the certificate holder an at p k es where and to the extent required by written contract.
HPPR iSK .NAENT
BY ,
W -- Ctb-kl it,
CERTIFICATE mnLDER 1"AaI111GI I ATIAW
County of Monroe Board of
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
County Corwissioners
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
1100 Simonton Street
ACCORDANCE WITH THE POLICY PROVISIONS.
Key West, FL 33UO
AUTHOROM REPRESENTATWE
of Marsh USA Inc.
i
Manashi Mukherjee �taurAot.: Jtlwa Ltna�e.A
G) 1958.2014 ACORD CORPORATION. All rights reserved.
ACORD 25 (2014101) The ACORD dame and logo are registered marks of ACORD
kt
AGENCY CUSTOMER ID: 100595
LOC 0: Morristown
ACO ADDITIONAL REMARKS SCHEDULE page 2 of 2
AGENCY NAMED INSURED
MARSH USA, INC. HERTZ GLOBAL HOLDINGS, INC.
DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.
POLICY NUMBER 8501 WILLIAMS ROAD
ESTERO, FL 33928
CARRIER NAIC CODE
EFFECTIVE DATE:
ADDITIONAL REMARKS
THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM,
FORM NUMBER: 25 FORM TITLE: Certificate of Liability Insurance
AUTOMOBILE LIABILITY CONTINUED
ACE AMERICAN INSURANCE CO.
OV0112016.010 017
ISA H08666752 (AIRPORT SHUTTLE BUSES POLICY)
LUT $1,000,000
RSA H088AM (MINIMUM FINANCIAL RESPONSIBILITY (MFR) LUNT PER STATE- AL DC, HI, IA, IN, KS, C, MN, NE NH, NJ, NM, NY (01101116.10J01116), OK, OR R1, SC,
WY
DTG 15 SELF INSURED IN THE FOLLOWING STATES - AR AZ, CA. CO, CT, FL GA, ID, IL KY LA, MA, MD, MO, NC NY ON, PA. TN, TX, VA, VT. WA, All
ADDITIONAL NAMED INSUREDS
DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.
DTG OPERATIONS, INC.
DTG OPERATIONS, INC. DBA DOLLAR RENT A CAR
DTG OPERATIONS, INC. DBA THRIFTY CAR RENTAL
RENTAL CAR FINANCE CORP.
THRIFTY RENT -A -CAR SYSTEM, INC.
DOLLAR RENT A CAR, INC
DTG SUPPLY, INC.
THRIFTY CAR SALES, INC.
ACORD 101 (2008101) ® 2008 ACORD CORPORATION. All rights reserved.
The ACORD name and logo are registered marks of ACORD