Loading...
2nd Amendment & Extension 10/19/2016-_ V 1. 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 L11,141 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. C13 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 3117Overseas 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 C20 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 ✓ 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 EXTENSION AND AMENDMENT AGREEMENT AIRPORT SERVICE FACILTY AVIS BUDGET CAR RENTAL, LLC. MONROE COUNTY THIS EXTENSION AGREEMENT hereinafter "AGREEMENT" is made and entered into this �16b'r day of �S, by and between MONROE COUNTY, a political subdivision of the State of Florida, whose address is 1100 Simonton Street, Key West, FL 33040, hereinafter "COUNTY", and AVIS BUDGET CAR RENTAL, LLC., a Delaware corporation qualified to do business in the State of Florida, hereinafter "AVIS" or "LESSEE". The parties agree as follows: WHEREAS, on the 5�h day of September, 1986, the parties entered into an Airport Service Facility Lease Agreement (hereafter Original Agreement), and WHEREAS, on the 20"' day of June, 2001, the parties entered into a Lease Amendment (hereafter "Amendment") amending the term of the Original Agreement to terminate on June 30,2004, with all other terms and conditions of the Original Agreement to remain in full force and effect, and WHEREAS, on the 16t' day of June 2004 the parties entered in to a Lease Addendum Agreement whereby the COUNTY agreed to extend the term of the Original Agreement in exchange for AVIS completing certain capital improvements to the lease hold, and WHEREAS, the COUNTY agreed to extend the term of the lease one year for every $50,000 worth of capital improvement, and WHEREAS, AVIS has completed $923,329 worth of capital improvements, and WHEREAS, the parties wish to clarify and amend the name of the parent entity; NOW THEREFORE, IN CONSIDERATION of the mutual promises and covenants set forth below, the parties agree as follows: Section 1. Paragraph 1 of the Original Agreement is amended to read: 1. Premises — LESSOR hereby leases to LESSEE for its exclusive use a parcel of land located at Key West International Airport measuring 122 feet by 204 feet for a total area of 24,888 sq. ft. as shown on exhibit A attached hereto, dated October 19, 2016 and designated "Airport Service Facility". Section 2. Paragraph 2 of the Original Agreement is amended to read: 2. Term - The term of this Extension Agreement will be for a period of fifteen (15) years beginning January 1, 2008 and expiring December 31, 2022. Upon expiration of this Agreement ownership of all fixed capital improvements erected on the Premises shall become the property of the LESSOR. Section 3. Paragraph 3 of the Original Agreement is amended to read: 3. Rental - The rental rate for the one year period beginning October 1, 2015 and ending September 30, 2016 be $6,6s7.54 per month plus tax. For the one year period beginning October 1, 2016 and ending Sept. 30 2017 the rental rate shall be $6,699.02 plus tax, thereafter an annual adjustment shall be made in accordance with percentage change in the Consumer Pric (CPI) for all urban consumers (CPI-U) for the previous 12 calendar months. The annua Page 1 of 8 shall be due and payable in equal monthly installments in advance on or before the first business day of each calendar month of the term. 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 12 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 12 of this lease. Section 4. Paragraph 8 of the Original Agreement is retitled and amended to read: 8. 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 Agreement, this Section will survive the expiration of the term of this lease or any earlier termination of this Agreement. Section 5. Paragraph 9 of the Original Agreement is amended to read: 9. Liability Insurance - 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 2 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. 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 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 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. Section 6. Paragraph 21 of the Original Agreement is amended to read: 21. Notices — Any notice or other communication from either party to the other pursuant to this Agreement is sufficiently given or communicated if sent by registered mail, with proper postage and registration fees prepaid addressed to the party for whom intended, at the following addresses: For Lessor: Monroe County Board of County Commissioners 1100 Simonton Street Key West, Florida 33040 With Copy to: Monroe County Attorneys Office I I 1112�h Street, Suite 408 Key West Florida 33040 And For Lessee: Avis Budget Car Rental LLC. 6 Sylvan Way Parsippany, New Jersey 07054 Attn: Properties Department With Copy to: David E. Stark, Esq. 1855 Griffin Road Suite A-470, 4th Floor Dania, Florida 33004 Section 7. The following paragraphs are appended to the Original Agreement and incorporated as Paragraphs 22 through 40 and shall read as follows: 22. 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 COUNTY and LESSEE agree that venue will lie in the appropriate court or before the appropriate administrative body in Monroe County, Florida. The COUNTY 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. 4 23. 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 COUNTY 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. 24. 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. 25. 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. 26. Adjudication of Dispute^ or Disagreements - COUNTY 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. 27. 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 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. COUNTY and LESSEE specifically agree that no party to this AGREEMENT shall be required to enter into any arbitration proceedings related to this AGREEMENT. 28. Covenant of No Interest - COUNTY 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 that only interest of each is to perform and receive benefits as recited in this Agreement. 29. 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 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. 30. No Solicitation/Payment - The COUNTY 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 5 from the award or making of this Agreement. For the breach or violation of the provision, the LESSEE 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. 31. 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. 32. Non -Waiver of Immunity - Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the participation of the COUNTY 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 COUNTY be required to contain any provision for waiver. 33. 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. 34. Le a�gations 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. 35. 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 COUNTY and the LESSEE agree that neither the COUNTY 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. 36. Attestations - LESSEE agrees to execute such documents as the COUNTY may reasonably require, to include a Public Entity Crime Statement, an Ethics Statement, and a Drug -Free Workplace Statement. 37. 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. 38. 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. 39. Mutual Review - This agreement has been carefully reviewed by LESSEE and the COUNTY, therefore this agreement is not to be construed against either party on the basis of authorship. 40. 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 COUNTY herein reserves the right to grant similar privileges to another LESSEE or other LEESSEES on other parts of the Airport. Section 7. Except as provided in sections one through seven of this extension and amendment agreement all the terms and conditions of the Original Agreement not inconsistent herewith remain in full force and effect. IN WITNESS WHEREOF, the parties have set their hands and seal the day and year first above written. X r3.1c' WITNESSES: y;! 1z's."'Ime"'Mumal.ASignature 4A"'�&ffvs Print Name Signature BOARD OF COUNTY COMMISSIONERS OF MONROE COU , TY, FLORIDA By # �1� — Mayor eat r arruthers - In o rr, AVIS BUDGET CAR RENTAL, LLC.r- -; AN BY Robert Bouta, Senior Vice President MO4 OE GCUN-r '. t _ Y ..,AFPROYED A"jI 14 - 7 Print Name Exhibit A Airport Service Facility Agreement Avis Budget Group Monroe County - Lease Document BOCC Agenda Item - October 19, 2016 IP