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1. 10/19/2016 AgreementAMY NEAVILIN, CPA CLERK OF CIRCUIT COURT &COMPTROLLER MONROE COUNTY, FLORIDA DATE: December 8, 2016 TO: Don DeGraw, Director ofAirports ATTN.• Beth Leto, Airport Business Manager FROM: Cheryl Robertson Executive Aide to the Clerk of Court & Comptroller :lam At the October 19, 2016 Board of County Commissioner's meeting the Board granted approval and authorized execution of Item C7 Approval to combine Avis and Budget Rental Car Concession Agreements into one agreement for the continued non-exclusive right to operate an automobile rental concession at and from the Key West International Airport, providing $47,168.16 annual rent based on the current airport rates and charges plus taxes and 10% concession fee on gross revenue. The term of this agreement will begin January 1, 2008 and will expiring December 31, 2022. 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 Finange 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 RENTAL CAR CONCESSION AVIS BUDGET CAR RENTAL, LLC. MONROE COUNTY THIS FXTENSIO A EMENT hereinafter "AGREEMENT" is made and entered into this day of 2016, by and between MONROE COUNTY, a political subdivision of the State of Flori a, whose address is 1100 Simonton Street, Key West, FL 33040, hereinafter "Lessor" or "County", and AVIS BUDGET CAR RENTAL, LLC., a Delaware corporation qualified to do business in the State of Florida, hereinafter "Avis", "Budget" or "Lessees". The parties agree as follows: WHEREAS, on the 5t' day of September, 1986, the County entered into a Rental Car Concession Agreement with Avis Rent A Car System Inc., and WHEREAS, on the 5th day of September 1986, the County entered into an Airport Service Facility Agreement with Avis Rent A Car System Inc., and WHEREAS, on the 17t' day of May 2000, the County entered into a Rental Car Concession Agreement with Budget Rent A Car System Inc., and WHEREAS, on the 161" day of June 2004, the County entered into a Lease Addendum Agreement with Budget Rent A Car System Inc. extending the original term of the lease 15 years, and WHEREAS, Avis Rent A Car System Inc. agreed to perform certain capital improvements to its Service Facility in exchange for extension of the lease term; and WHEREAS, Avis Rent A Car System Inc. expended $923,329 for capital improvements of the service facility; and WHEREAS, the parties agree that the Avis Service Facility Agreement should be extended to December 31, 2022; and WHEREAS, Avis and Budget are owned by the same parent company and occupy and share the same premises and facilities at Key West International Airport (hereafter Airport), and WHEREAS, in order to simplify matters the parties desire to consolidate the Budget and Avis Concession Agreements and extend the Concession Agreements to co -terminate with the Service Facility Agreement; NOW THEREFORE, IN CONSIDE:ATION of the mutual promises and covenants set forth below, the parties agree as follows: 1) Mutual Termination of Existing Lease, Amendments and Extensions. The parties mutualiy agree to cancel; a) The Avis Concession Agreement dated September 5, 1986, b) The Budget Concession Agreement dated May 17, 2000, c) The Budget Lease Addendum dated June 16, 2004, Page I of 19 2) Premises - Lessor hereby leases to Lessee, for joint use as an Avis Rent a Car and Budget Rent a Car rental car office, rental car space #104, located in the airline arrivals area at the Key West International Airport (KWIA), said space containing 320 square feet, and the area immediately outside rental car space #104, physically enclosed by the counter, side partitions and the interior wall of space # 104, said spaces being designated "Auto Rental Office/Counter," as shown on Exhibit A, attached hereto and made a part hereof; and in addition thereto, sixty (60) rental car ready spaces in the parking lot. 3) 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. 4) 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: For the period beginning August 1, 2015 and ending July 31, 2016 Lessee's Office/Counter space rental shall be paid at the rate of $3,930.68 plus tax, per month. For the period beginning August 1, 2016 and ending July 31, 2017 Lessee's Office/Counter space rental shall be paid at the rate of $3,958.19 plus tax, per month. Thereafter, 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. The Office/Counter space includes rental car space #104 as shown on Exhibit A and the area immediately outside rental car space #104, physically enclosed by the counter, side partitions and the interior wall of space# 104. 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 21 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 21 of this lease. (b) Ready Spaces: No Charge (c) Concession fee: Beginning October 1, 2016 the guaranteed minimum annual concession fee for the Avis/Budget concession for each contract year of the concession Agreement shall be $150,000. Beginning October 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 fiill 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 3 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. 5) 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, 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. 6) 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 4 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. 7) Investment by the Lessee - All leasehold improvements and their titles shall vest immediately in Monroe County upon their acceptance by the County. Furniture, furnishings, fixtures and equipment will remain the personal property of 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. 8) 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 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. 9) Damage and Injury - Lessee covenants that it and all of its agents, servants, employees, and independent contractors will use due care and diligence in all of its activities and operations at the Airport 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. 10) 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. 11) 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. 12) Lessee's Obligationse - Lessee covenants and agrees: (a) to pay the rent and other charges herein reserved at such times and places as the same are payable; (b) to make no alterations, additions or improvements to the demised premises without the prior written consent of Lessor, which consent shall be not be unreasonably withheld; (c) to keep and maintain the demised premises in good condition, order and repair during the term of this agreement, and to surrender the same upon the expiration of the term in the condition in which they are required to be kept, reasonable wear and tear and damage by casualty, not caused by Lessee's negligence, riot and civil commotion, excepted; (d) to observe and comply with any and all requirements of the constituted public authorities and with all federal, state or local statutes, ordinances, regulations, and standards applicable to Lessee or its use of the demised premises, including, but not limited to, rules and regulations promulgated from time to time by or at the direction of Lessor for administration of the Airport; (e) to pay all taxes assessed or imposed by any governmental authority upon any building or other improvements erected or installed on the demised premises during the term of this agreement; and (0 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. 13) 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 2- (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. 14) 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. 15) 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. 7 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 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. 16) 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. Provided, however, that nothing contained in this paragraph or in any other paragraph of this AGREEMENT shall be construed as requiring Lessee to seek approval from the County before or after Lessee establishes or alters its rental rates. 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 statues, and all local ordinances, as applicable, relating to nondiscrimination. These include but are not limited to: 1) Title VI of the Civil Rights Act of 1964 (PL 88-352) which prohibits discrimination on the basis of race, color or national origin; 2) Title IX of the Education Amendment of 1972, as amended (20 USC ss.1681-1683, and 1685- 1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended (20 USC s. 794), which prohibits discrimination on the basis of handicaps; 4) The Age Discrimination Act of 1975, as amended (42 USC ss. 6101-6107) which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (PL 92-255), as amended, relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91-616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd-3 and 290ee-3), as amended, relating to confidentiality of alcohol and drug abuse patient records; 8) Title VIII of the Civil Rights Act of 1968 (42 USC s. et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC s. 1201 Note), as 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. 17) 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. 18) 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. 19) United States' Requirements - This lease shall be subject and subordinate to the provisions of any existing or future agreement between the Lessor and the United States 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. 20) Lessor's Covenants - The Lessor covenants and agrees that: (a) Lessor is the lawful owner of the property demised hereby, that it has lawful possession thereof, and has good and lawful authority to execute this Lease; and (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. 21) Cancellation by Lessor - If any of the following events occur, the Lessee shall be deemed to be in default of its obligations under the agreement, in which case Monroe County shall give the Lessee notice in writing to cure such default within thirty (30) days, or the 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 10 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 canceled within thirty (30) days of the giving of notice by the County and the Lessee shall not be permitted to cure such default. 22) Additional Remedies - In the event of a breach or a threatened breach by Lessee of any of the agreements, terms, covenants and conditions hereof, the County shall have the right of injunction to restrain 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. 23) Cancellation by Lessee - Lessee shall have the right upon written notice to Lessor, to cancel this agreement in its entirety upon or after the happening of one or more of the following events, if said event or events is then continuing: (a) the issuance by any court of apparent 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 11 Lessee's operations on the Airport, which remains in force unvacated or unstayed for a period of at least one hundred twenty (120) days; (b) the default of Lessor in the performance of any of the terms, covenants or conditions required of it under this instrument and the failure of Lessor to cure such default within a period of thirty (30) days following receipt of written demand from Lessee to do so, except that if by reason of the nature of such default, the same cannot be cured within said thirty (30) days, then Lessee shall have the right to cancel if Lessor shall have failed to commence to remedy such default within said thirty (30) days following receipt of such written demand, or having so commenced, shall fail thereafter to continue with diligence the curing thereof, (c) the inability of Lessee to conduct its business at the Airport in substantially the same manner and to the same extent as theretofore conducted, for a period of at least ninety (90) days, because of (i) any law, (ii) any rule, order, judgment, decree, regulation, or other action or non - action of any Governmental authority, board, agency or officer having jurisdiction thereof; (d) if the fixed improvements placed upon the demised premises are totally destroyed or so extensively damaged that it would be impracticable or uneconomical to restore the same to their previous condition as to which Lessee is the sole judge. In any such case, the proceeds of insurance, if any, payable by reason of such loss shall be apportioned between Lessor and Lessee, Lessor receiving the same proportion of such proceeds as the then expired portion of the lease term bears to the full term hereby granted, and Lessee receiving the balance thereof. If the damage results from an insurable cause and is only partial and such that the said fixed improvements can be restored to their prior condition within a reasonable time, then Lessee shall restore the same with reasonable promptness, and shall be entitled to receive and apply the proceeds of any insurance covering such loss to said restoration, in which event this agreement shall not be canceled but shall continue in full force and effect, and in such case any excess thereof shall belong to Lessee; (e) 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 12 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. 24) Lessee's Reserved Rights - Nothing contained in this Agreement shall limit or restrict in any way such lawful rights as Lessee may have now or in the future to maintain claims against the federal, state, or municipal government, or any department or agency thereof, or against any interstate body, commission or authority, or other public or private body exercising governmental powers, for damages or compensation by reason of the taking or occupation, by condemnation or otherwise, of all or a substantial part of the demised premises, including fixed improvements thereon, or of all or a material part of the Airport with adverse effects upon Lessee's use and enjoyment of the demised premises for the purposes hereinabove set forth; and Lessor hereby agrees to cooperate with Lessee in maintenance of any just claim of said nature, and to refrain from hindering, opposing, or obstructing the maintenance thereby by Lessee. 25) Assignment and Subletting - It is expressly agreed and understood that any and all obligations of Lessee hereunder may be fulfilled or discharged either by Lessee or by a Licensed member of Avis Budget Car Rental, LLC., duly appointed thereto by Avis Budget Car Rental, LLC., 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 26) Other Use - Lessee shall not use or permit the use of the demised premises or any part thereof for any purpose or use other than as authorized by this Agreement. 27) Liens - Lessee shall cause to be removed any and all liens of any nature arising out of or because of any construction performed by Lessee or any of its contractors or 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. 28) 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. 29) 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. 30) 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 13 proper postage and registration fees prepaid, addressed to the party for whom intended, at the following addresses: For Lessor: County Administrator 1100 Simonton Street Key West, FL 33040 And Monroe County Attorneys Office 1111 12th St., Suite 408 Key West, Fl. 33040 For Lessee: Avis Budget Car Rental LLC 6 Sylvan Way Parsippany, New Jersey 07054 Attn: Properties Department And David E. Stark, Esq. 1855 Griffin Road Suite A-470, 4th Floor Dania, Florida 33004 or to such other address as the party being given such notice shall from time to time designate to the other by notice given in accordance herewith. 31) 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. 32) 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. 33) 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. 34) Adiudication of Disputes 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. 35) Cooperation - In the event any administrative or legal proceeding is instituted against either party relating to the formation, execution, performance, or breach of this 14 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. 36) 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. 37) 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 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. 38) 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. 39) 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. 40) 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. 41) 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 15 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. 42) 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. 43) 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. 44) 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. 45) 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. 46) Lessor's Reserved Rights - Notwithstanding anything herein contained that may be, or appear to be, to the contrary, it is expressly understood and agreed that the rights granted under this AGREEMENT are nonexclusive and the County herein reserves the right to grant similar privileges to another Lessee or other Lessee's on other parts of the Airport. 47) 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 16 defined in 49 CFR 1540.5. Each signatory to this AGREEMENT, other than the airport operator, is an airport tenant. c) Airport Operator Defined. As used in this AGREEMENT, airport operator means Monroe County, Florida, its elected and appointed officers, and its employees. d) Airport Property Defined. Airport property shall mean the property owned or leased by, or being lawfully used by, the airport operator for civil aviation and airport -related purposes. For purposes of this AGREEMENT, airport property is the property generally referred to as the Key West Airport, the Marathon Airport, or both as may be set forth in this AGREEMENT. e) Inspection Authority. The airport tenant agrees to allow Transportation Security Administration (TSA) authorized personnel, at any time or any place, to make inspections or tests, including copying records, to determine compliance of the airport operator or airport tenant with the applicable security requirements of Chapter 49, United States Code, and 49 CFR 1540, et seq. 0 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 18 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 471) shall survive the cancellation or termination of this AGREEMENT, and shall be in full force and effect. IN WITNESS WHEREOF, the parties have set their hands and seal the day and year first HEAVILIN, CLERK lerk g, / (P WITNESSES: Signature n&, �"s Print Name Signature Print Name C) C- ,¢ N_ r~- � J C C.a J C U J Ls � i . 19 BOARD OF COUNTY COMMISSIONERS OF MONROE CO T RID By Mayor Heather Carruthers AVIS BUDGET CAR RENTAL, LLC. By A�t aV7. Robert Bouta, Senior Vice President EXHIBIT A Rental Car Concession Agreement Avis Budget Group Monroe County - Lease Document BOCC Agenda Item - October 19, 2016 OR& CERTIFICATE OF LIABILITY INSURANCE DATE IhMD01YY YY I 6/23/2016 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(ies) must have ADDITIONAL INSURED provisions or be endorsed, It 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). 1 PRODUCER NAN2 PHON AON RISK SERVICES CENTRAL. INC. 1o, Eg1- (866) 283-7122 FAX Nol. (847) 953-5390 5600 WEST 83RD STREET. 8200 TOWER. SUITE 1100 E.1"AIL AD03E55' MINNEAPOLIS. MN 55437-1027 INSURERISI AFFORDING COVERAGE NAIC X INSURED AVIS BUDGET GROUP, INC.: AVIS BUDGET CAR RENTAL, LLC, ITS SUBSIDIARIES INCLUDING AVIS RENT CAR SYSTEM, LLC, BUDGET RENT A CAR SYSTEM, INC. AND BUDGET TRUCK RENTAL, LLC. 6 SYLVAN WAY; PARSIPPANY. NJ 07054 INSURER A: CONTINENTAL CASUALTY COMPANY 20443 N5UFiEq 9 : PV HOLDING CORP. / BUDGET TRUCK RENTAL, LLC. 90029 NSUFE C : AMERICAN CASUALTY COMPANY OF READING, PA 20427 /ISUREr4 0. TRANSPORTATION INSURANCE COMPANY 20494 t45UR-4 E ACE PROPERTY & CASUALTY INSURANCE COMPANY 20699 COVEKAU1:5 IiCIC IIC IlIP41C 1\u1.lu Gn, ---- — - _KS JISJRAIICE USED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD IS TO CERTIFY THAT THE POLICIES 0= ANY REOUIREMENT TERN OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT %1071' RESPECT TO VM CIH THIS INDICATED NOTWITHS-ANDiNG CERTIFICATE VAY BE ISSUED OR VAY PERTAIN, THE INSURANCE AFFORDED BY THE POL CIES DESCRIBED HEREIN S SUBJECT TO ALL THE TERMS EXCLUSIONS AND CONDITIONS OF SUCH POLICIES L ld TS $F0V4I MAY LIVE BEER REDUCED BY PAID CLAIMS INSR A06i SU9R TYPEOFINSURANCE INSO 1% POLICYNUMSER PQL6CY EFP POLCY EXP WARS Mh% 'YYYY) FlN.00 LTR 0OkWFRC1ALGENERALL[APa-iTY =Ar IOCLURRE14vC $2,000,000 A GL9001603190 7/1/2016 7/1/2017 OAM&FE 1:; RE14-ED t S1,000,000 L A tJ3\I DE: ^U X 11CR ` F?nIiSE5 Ea mvi -rco fAzi; O.P ,AnV cre poTsq-j $O P7 501+AL 3 A>'. i1,JUFiY $2,000,000 X GARAGE LIABILITY GENERAL AGGRP14 n _ $25,000.000 GD, L AGGREGATE L Ml- AFPLIESF£R FEr. ('�(i,: c:Tti- (�".for)o q•„ S2,000,000 i L LY VL c X T-IFR _ CC+MSN,=JSItr=LE-MIT S1,000,000 AUTOWINLELIAMITY BUA70017GO830 7/1/2016 l 7/1/2017 A A JY P -� — - - X J `C IEULED •--- ---- I GCOILY It0JR't' (Fer acce-a; , E A 10501 LY AL,7 S - SELF INSURED 7/1/2016 7/1/2017 i P:zG?EP.TYDn1AAGE--�t — B H RED I:OthOc'd< _ :�_?4 -� • C - — AUTOS ONLY AL•T0S COIL) UAIBR; ELLALIAB x C[CLlR XOOG28130168001 E x 7/1/2016 7/1/2017 I EaLHOCCUHRE?Y-E - 54,000,000 . _ EXCFSSUAB ;CLAIM -MADE - 4,3GR__ E , c S4,000,000 c —• i CED X R=TFfM---N510,000 wORKERSCOtAP94SATION WC4014106301 - DED. 7/1/2016 7/1/2017 X AT T= -� C AND EMPLOYERS' LIABILITY Y I n A7C : c EkC ;Ebr $1,000,000 J au'trRCFRInTLi2'PFh"t1EH,fAE_L"!':S 346 CA NI^ WC4014106 C E_ CI:£.4---- EA.\1FLC'�EE E 51,000,000 Iaa"dac'.y'anH) WC4014106265 - RETRO D II yv% cep be urdri 041' $1,000,000 C��� ".RIG-IUiI OF D�ERAf IG'IS tCa.�• EACH OCCURRENCE/ AGGREGATE a to rtq��rri DESCRIPTION OF OPERATIONS (LCCATMNS I VOKICLES (ACORD 10t, AddR,anat Reln.ie" S_hMula. ray be at[ach4AP See Attached _ A"�- 04 %MS . a, 6 t,(, C Y N 6EIVlENT m N/A YE FICATE INSURANCE CERTIFICATE ENCLOSED MONROE COUNTY BOARD OF COMMISSIONERS KEY WEST INTERNATIONAL AIRPORT 9400 OVERSEAS HIGHWAY MARATHON, FL 33050 USA 0/0 PROPERTY / AIRPORT MANAGER n n.+nn nc rnn�ernet SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AU-HORIZED REP.ZESENTATTVE LZAW� ID 1988-2015 ACORD CORPORATION. All rights reserved. -f iirrivn