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1st Amendment 12/11/2016lst AMENDMENT TO RENTAL CAR CONCESSION DTG OPERATIONS, INC. MONROE COUNTY THIS FIRST AMENDMENT, (hereinafter "I" Amendment") is made and entered into this 21 st day of September, 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, on the 20th day of July 2016 Lessor and Lessee entered into a Rental Car Concession Agreement (hereafter Original Agreement) granting Lessor 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 agreed to backdate the term of the Original Agreement setting the term commencement date as July 1, 2015; and WHEREAS, by backdating the commencement term, Lessee agreed to and is obligated to pay the difference in the rental rate; and WHEREAS, by backdating the commencement term the Original Agreement would require Lessee to also pay the increased gross revenue amount based on the updated definition of gross revenues; and WHEREAS, the gross revenue fees are collected from Lessee's customers at the time the Lessee contracts with its customers; and WHEREAS, there is no mechanism available that would allow Lessee to revise rental car contracts that were entered into prior to July 20, 2016 so that Lessee could collect the increased amount required under the new definition of gross revenues; NOW, THEREFORE, in consideration of the premises and of mutual covenants and promises hereinafter contained,the parties hereto do hereby agree as follows: SECTION 1. Article 3, Rental and Fees, of the original Agreement is amended to read as follows; 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: Beginning July 1, 2015, 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 4103 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 4103. 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: Beginning September 1, 2016 the guaranteed minimum annual concession fee for each contract year of concession Agreement shall be $150,000. Beginning September 1, 2016 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 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 k] 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. SECTION 2. All other provisions of the July 20, 2016 original Rental Car Concession Agreement not inconsistent herewith, shall remain in full force and effect. IN WITNESS WHEREOF, the parties have caused these presents to be executed by their respective officer or representative thereunto duly authorized, the day and year first above HEAVILIN, CLERK Witness co a c: Cl- - �; c LLJ © -y _..i .a C, 4. N rim MONROE CO Y RD OF COUNTY COMMISSIO By Mayor/Chairman DTG OPERATIONS, INC. // C By 9ca hrd P. cEvily rtle Vice President, Deputy General Co sel C! - - - - z h - i r s r _ Q. U- CL U)M(c � 06 N NON C O s- O E N O N N O Q A C O � � N y E N U N C O +r r N co U o E c I— 0 CL N 0 CM p Q mROooU =a"(9E_ o m t° 3 W X p m V ,. DATE: December 13, 2016 AMY REAVILIN, CPA CLERK OF CIRCUIT COURT & COMPTROLLER MONROE COUNTY, FLORIDA TO: Don DeGraw, Director of Airports ATTN.• Beth Leto, Airport Business Manager FROM: Cheryl Robertson Executive Aide to the Clerk of Court & Comptroller At the October 19, 2016 Board of County Commissioner's meeting the Board granted approval and authorized execution of Items: C6 Approval of Lease Amendment and Extension with Avis Budget Car Rental, LLC for their Car Rental Preparation Facility at The Key West International Airport extending the term of contract through December 31, 2022 and increasing the annual rent to $80,388.24, plus tax. C8 Ratification and approval of Federal Aviation Administration AIP Grant Agreement #3-12-0037- 053-2016 providing funding to Rehabilitate Commercial Apron -Construction ($9,087,485.00), Airfield Drainage Improvement Phase 2&3 Construction ($1,831,446.00), and Rehabilitate Runway 9/27 Pavement and Lighting- Design($609,803.00) at the Key West International Airport. The project will be funded 90% by FAA,5% FDOT (grant #GOE46), and 5% Passenger Facility Charges. C12 Ratification and approval of State of Florida Department of Transportation Joint Participation Agreement Number GOE76 providing funding of $386,000.00 for the purchase of Essential Airport Equipment at the Florida Keys Marathon International Airport, to be funded 80% FDOT and 20% Marathon Airport operating funds. C 13 Ratification and approval of State of Florida Department of Transportation Joint Participation Agreement Number GOE77 providing funding of $300,000.00 for Planning Studies at the Key West International Airport, to be funded 50%FDOT and 50% Key West International Airport operating funds. 500 Whitehead Street Suite 101, PO Box 1980, Key West, FL 33040 Phone: 305-295-3130 Fax: 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 Ratification of the Amended Concessions Lease with DTG Operations, Inc. (item C-4, approved on 09/21/2016), to now include Exhibit A, which was previously not included. C21 Ratification of the Amended Concessions Lease with Hertz Corporation (item C-5, approved on 09/21 /2016), to now include Exhibit A, which was previously not included. C24 Ratification and approval of State of Florida Department of Transportation Joint Participation Agreement Number GOE40 providing funding of $34,000.00 for Runway Rehab and Lighting Design at the Key West International Airport, to be funded 50% FDOT and 50% EYW Airport Operating. C26 Ratification and approval of State of Florida Department of Transportation Joint Participation Agreement Number GOE46 providing funding of $510,000.00 for Commercial Apron Rehab at the Keys West International Airport, to be funded 50% FDOT and 50% Passenger Facility Charges. 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 V 500 Whitehead Street Suite 101, PO Box 1980, Key West FL 33040 Phone: 305-295-3130 Fax: 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