1st Amendment 06/10/2015LEASE AND CONCESSION EXTENSION AGREEMENT
MARATHON AIRPORT
AVIS RENT A CAR SYSTEM, LLC
THIS L SE AND CONCESSION EXTENSION agreement is made and entered into this
day of 2015 by and between Monroe County, a political subdivision of the State
of Florida, whose address is 1100 Simonton Street, Key West, Florida 33040 (hereafter "Lessor" or
"County "), and AVIS RENT A CAR SYSTEM, LLC, whose address is 6 Sylvan Way, Parsippany,
New Jersey 07054, (hereafter "Lessee" or "Concessionaire ").
WHEREAS, on the 19th day of May, 2010, the parties entered into a car rental lease and
concession agreement at the Marathon Airport (hereafter original agreement). A copy of the
original agreement is attached to this extension agreement and made a part of it; and
WHEREAS, the original agreement term ends on May 18, 2015 but the parties desire to
extend the original agreement an additional 5 years; now, therefore,
IN CONSIDERATION of the mutual promises and covenants set forth below, the parties
agree as follows:
Section 1. Paragraph 2 of the original agreement is amended to read:
2. Term - This Agreement is for a term of five (5) years, commencing on May
19, 2015 and expiring on May 18, 2020.
Section 2. Paragraph 3 of the original concession agreement is amended to read:
3. Rental and Fees
(a) Office /Counter Rental: Office /Counter space rental shall be paid at the rate of
$ 7,662.23, plus tax, per year. The Office /Counter space includes Unit 102 as shown
on Exhibit A and the area immediately outside Unit 102, physically enclosed by the
counter, side partitions and the interior wall of Unit 102. This rate includes the
operating and maintenance expense directly related to the airline terminal cost center
plus allocated administrative cost plus return on investment. These rates will be
adjusted yearly by a percentage equal to the percentage increase in the CPI for urban
consumers for the preceding calendar year or in accordance with the Airport's
standard rates and charges as revised annually, whichever is greater. In the event of
a deflationary CPI, no adjustment in the rental rates will be made.
Rent shall be paid in equal monthly installments, all of which shall be due
and payable on or before the first day of each calendar month during which this
Agreement is in effect.
(b) Car Prep. Area — this 7,129 sq. ft. area will be paid at the rate of $4,990.30
plus tax, per year. In addition, the utilities for the car prep area are to be paid by
Avis. These rates will be adjusted yearly by a percentage equal to the percentage
increase in the CPI 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.
(c) Fourteen (14) Car Ready Spaces — Exhibit B - No Charge
(d) Office /Counter Utilities — A surcharge of $412.98 per month will be assessed
to Lessee for electricity, water and trash removal service. The surcharge will be
adjusted yearly, by a percentage equal to the percentage increase in the CPI for urban
consumers for the preceding calendar year
(e) Concession fee - The Lessee agrees to pay monthly, on or before the first day
of each calendar month, ten (10) percent of gross revenues for the previous month.
A performance bond in the amount of $25,000 (twenty -five thousand dollars)
shall be provided to the Board of County Commissioners and shall be held in escrow
as security to insure conformance with the contract provisions. It is not the intent of
the County to call the bond for rental payments unless there is a violation of the
contract.
(f) Late Fees - 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 of two percent (2 %) of any such amount, if paid within thirty (30)
days of the date due, and five percent (5 %) of any such amount, not paid within
thirty (30) days of the date due. Such late fees will be in addition to the amount of
rent due. The acceptance by the County of the overdue payment plus applicable late
fees shall cure what would otherwise constitute a default by Lessee under the terms
of this Agreement. The County, at its option, however, may refuse a proffered
overdue payment and late fees, declare a default, and proceed according to paragraph
20 of this Agreement. In the event that any check, draft, or negotiable instrument by
which Lessee has tendered any 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) for such dishonored instrument. Such penalty fee
shall also be in addition to the amount of payment due. The acceptance by the
County of the 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 Agreement. The County, at its option, however, may
refuse any proffered rental installment and applicable late fees and penalties, declare
a default, and proceed according to paragraph 20 of this Agreement.
(g) 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 the Florida Keys Marathon International Airport,
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 Airport Customers. 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." Lessee must collect the
Customer Facility Charge at the time the first payment is made for a qualifying
vehicle rental transaction and must remit the full amount of the Customer Facility
Charge to County regardless of whether or not the full amount of such Customer
Facility Charge is actually collected by Lessee from the person who rented the
vehicle. If Lessee fails to collect the Customer Facility Charge from its customers in
the amount established for collection by County, Lessee shall nonetheless be liable to
County for payment of the Customer Facility Charge proceeds that should have been
collected. If Lessee fails to remit any Customer Facility Charge proceeds to County,
Lessee also shall be liable to County for payment of the Customer Facility Charge
proceeds that should have been remitted. Lessee further acknowledges and agrees
that County shall be entitled to the specific enforcement of the provisions of this
Section 3(d) and waives any defense it may have to a lawsuit brought by County or
any other party in interest for Lessee's specific performance of its obligations
hereunder.
Lessee agrees that (i) Customer Facility Charge proceeds are not income,
revenue or any other asset of Lessee; (ii) Lessee has no ownership or property
interest in such Customer Facility Charge proceeds; and (iii) Lessee hereby waives
any claim to a possessory or ownership interest in Customer Facility Charge
proceeds. Lessee agrees that it holds such Customer Facility Charge proceeds in
trust for the benefit of County, and that County (or a trustee on its behalf) has
complete possessory and ownership rights to such Customer Facility Charge
proceeds. Consistent with the nature of the Customer Facility Charge proceeds as
funds held in trust for County, Lessee shall separately account, on its books and
records, for the Customer Facility Charge proceeds collected by it. Notwithstanding
the foregoing, in the event that either (a) it is determined that Lessee must, as a
matter of law, establish a separate account into which all Customer Facility Charge
proceeds must be deposited, or (b) it is determined, by a court of competent
jurisdiction, that the failure to maintain the Customer Facility Charge proceeds in a
separate account imperils the trust nature of the relationship created by this Section
3(d) and potentially subjects any Customer Facility Charge proceeds held by Lessee
to a claim (or potential claim) by Lessee's creditors, whether in bankruptcy or
otherwise, then, in that event, County shall have the right to require Lessee to
establish a separate account into which all collected Customer Facility Charge
proceeds shall be deposited and all interest (if any) on the Customer Facility Charge
proceeds held by Lessee shall inure to the benefit of, and be payable to, County.
Lessee shall remit the Customer Facility Charge proceeds held by Lessee to
County on a monthly in arrears basis on or before the first day of each calendar
month following the month in which the Customer Facility Charge proceeds were
collected; provided, however, in the event it is determined that Lessee must, as a
matter of law, remit the Customer Facility Charge proceeds more frequently, Lessee
shall remit such funds with such frequency as required, but Lessee shall not
otherwise be required to report or reconcile the amounts remitted other than on a
monthly in arrears basis on or before the first day of each month. Lessee shall remit
the Customer Facility Charge proceeds by electronic funds transfer or other means
specifically approved by County in writing. When remitting such Customer Facility
Charge proceeds, Lessee shall report and reconcile the Customer Facility Charge
proceeds remitted by it on a form required by County and shall submit such other
and further information as may reasonably be necessary for County to determine any
matter related to the Customer Facility Charge proceeds.
Lessee shall maintain records and controls that are sufficient to demonstrate
the correctness of the Customer Facility Charge proceeds collected by Lessee and the
amount of Customer Facility Charge proceeds paid to County. Such records shall be
maintained in accordance with, and subject to inspection and audit as set forth in,
Article 5 of the Original Agreement.
Section 3. Except as set forth in sections one and two of this lease and concession extension
agreement, in all other respects, the terms and conditions of the original agreement remain in full
force and effect.
THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK.
IN WITNESS WHEREOF, the parties hereto have set their hands and seals the day and year
BOARD OF COUNTY COMMISSIONERS
OF MONROE COUNTY, FLORIDA
B ` " t Vf �
Y
Mayor/Chainberson
AVIS RENT A CAR SYSTEM, LLC
BY
Witnesses Title Robert Bouta, Senior Vice President
an authorized representative of Avis Rent A Car System, LLC
This document was prepared and approved as to form by:
Pedro J. Mercado, Esq.
Assistant County Attorney
Florida Bar No.: 0084050
P.O. BOX 1026
Key West, FL 33041 -1026
(305) 292 -3470
PEDRt7 J1
C UNTYAV011NEY
Date �S
first above written.
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