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Item C02BOARD OF COUNTY COMMISSIONERS AGENDA ITEM SUMMARY Meeting Date- 6/10/2015 Division-, LQgguqn�Adm �ini st�rator Bulk Item: Yes Department: Airports Staff Contact Person/Phone #: Thomas Henderson- 289-6302 AGENDA ITEM WORDING: Approval of Lease and Concession Agreement with Avis Rent A Car System, LLC to operate an automobile rental concession at the Florida Keys Marathon International Airport. ITEM BACKGROUND: The County originally entered into a Lease and Concession Agreement with Avis Rent A Car System, LLC on March 1, 1995. The most recent agreement was approved on May 19, 2010. Attached is the new Lease and Concession Agreement with Avis Rent A Car System, LLC for a to of five (5) years. PREVIOUS RELEVANT BOCC ACTION: See Item Background, CONTRACT/AGREEMENT CHANGES: This is a new agreement. STAFF RECOMMENDATION: Approval. TOTAL COST: $ 0.00 INDIRECT COST: NA DIFFERENTIAL OF LOCAL PREFERENCE: NA COST TO COUNTY: None COST TO AIRPORT: None COST TO PFC: None REVENUE PRODUCING: Yes A No BUDGETED: NA SOURCE OF FUNDS: AMOUNT PER YEAR: Rent including tax, and 1011'1� concessions I ................................................................................... ­1 . ............ APPROVED BY: County Attorney fL OMR/Purchasing Risk Management DOCUMENTATION: Included A Not Required DISPOSITION: AGENDA ITEM 4 MONROE COUNTY BOARD OF COUNTY COMMISSIONERS CONTRACT SUMMARY Contract # Contract with: Avis Rent A Car System, LLC Effective Date: 2015 Expiration Date: 2020 Contract Purpose/Description: Lease terminal space and parking area at the Florida Keys Marathon International Airport for a rental car concession. Contract Manager: Thomas Henderson (name) for BOCC meeting on: 6/10/15 6302 Airports - Stop # 15 (Ext.) (Department/ Stop) Agenda Deadline: 5/26/2015 CONTRACT COSTS Total Dollar Value of Contract: $18,557.23 (including tax and utilities) + 10% gross revenue Current Year Portion: NA Budgeted: NA Account Codes: i Grant: NA County Match: NA ADDITIONAL COSTS Estimated Ongoing Costs: None For: NA (not included in dollar value above) (eg. maintenance, utilities, janitorial, salaries, etc.) CONTRACT REVIEW Changes Date In Needed Reviewer Date Out Yes No Airports Director 5 /26/ ( ) (� 5 /Z�/IS Risk Management D De , O.M.B./Purchasing /oldl (� ( ) (� r s ZVIManag ent _& 5/')q� County Attorney /�/ /S for: ( )) ''� 44'zZ 1! 115 co Comments: a LEASE AND CONCESSION EXTENSION AGREEMENT MARATHON All AVIS RENT A CAR SYSTEM- LLC THIS LEASE AND CONCESSION EXTENSION agreement is made and entered into this day of _, 2015 by � -id 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 I. 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 J7&Q.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 J419I0.30 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) 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 (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 Charge- - 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 first above written, (SEAL) ATTEST: AMY HEAVILIN, CLERK E Deputy Clerk —A, BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA By Mayor""Chairperson AVIS RENT A CAR SYSTEM, LLC X By 'r`Z1t-_','_1 1 .7). Title Robert Hours, Senior Vice President authorized representative cifAvis Rent A Car Symni, 111C This document was prepared and approved as to for by: Pedro J. Mercado, Esq. Assistant County Attorney Florida Bar No,: 0084050 P.O. Box 1026 Key West, FL 33041-1026 (305) 292-3470 0 asaw..roa as . a nbaeava« rc,>aaffiamaa «"mmaa .ximaaaam as xP» w wK « u+..attaa aw"xmxis" mxn........... $ffiarar#aaraffi maaxmxx"x " ffi a.¢aa... .....mar... m���a��m>m a�������xd������tt��m affimaa #affiffi maxxa ........ " m ... ffi .................#a #mama......aaxmn,aamaammmax"�mttmaaa�.a«xanxma+xi»roa¢�a""mmm#«a» ffiffi.#ttma + � # . w ttttaaxffi mg a.aaa agymmtta���„n,aaax� �4 x a _ m � a # u a x co 10 12 �xCDm nffitia� a a . mffi ttmmm m# ffim##a�ffimm aaaffimaamaffia ffiama$mffiam. ttmdffi.$a#m mx aamaamam#.....aaaffi$aa�ffi#��## a#ma»aa as...............m � « ... ..... aM4> m wxaaaam„ �r��� ¢ «# � am�mx aamaffixmamma.attaaw4x,.aan m C d+Ra............##a..aamffidattm#aadm#m#aatfraffi$.a. a39maraa&ffi#m#4a.maaaffiy#mamm#ffi m m#mmam#ma sffi......a#aaa m $aaa#.....•.matt..*w$.#m#affi fi..1............. xi a#m#ffi ....#ma ffia¢ n .......mama#maa.«..#$mmamffi#maaa .a«wma m Avis mg a 4m sx«x4ron.m.a »wxi.xmtta.$ as . a ! m a nxa»x..roam��..xaaamaaa$Dena#ce##amm$$tt$m#xfrm$#m#mmg$#.ar#mam $mk#wk&aW 3}#1&#iDv rtmit B. a#0 m a.am##a........... aa$tt a#4a.....maa $mammepa+xm&agFm�g.aru�bmaffig.$m#a mxmaEPa$m affiffi $« "&aam ass ffi.mxttmaa tt aw.am#. ......... ......... u men m$$a#afficedrat#a#mffix.......mar....mwmgmmaaatt ..........na .wen m mam xe= es xx.x mnaa aa.x mro ao ¢a nx. % �m axm"ttam«ma+.$aa¢ .. rc m: maao ua., +a as aaa« "mxm ttaxffimn a $ .ma �• aaa.. $m#m rc ............ x4xym vu xx " a6'�a4 &man aawxattmw..m. maaa.a�ttceffi . #amfr$mamma mae�a mmam&a#cemtt$.m#mm46mffi#mttna8.�#a#a m.pxi mar$x &.##m#affim18$amiFm a#x ro+ x a na.mam#aaa.maaraffia...m#ma+a+tme aam«.#amaaa«.aam aaa .#m*aa aw.m a �Mce ttffi##araffi#fr#&&max........... as A�ir'&wa$atta 8affi.maa na rca,a x». ........... arox mtrxsv rca: mx n xr xrc ma¢ xxx ao-x»max. rottmx as+x xmme «x.+x LEASE AND CONCESSION AGREEMENT MARA-THON AIRPORT AI S RENT A CAR SYSTEM. INC. THIS CONTRACT OF LEASE (hereafter "contract", "lease", or "agreement") is made and entered into on the 19'h day of May , 2010, 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, INC., whose address is 6 Sylvan Way, Parsippany, New Jersey 07054 (hereafter "Lessee" or "Concessionaire"). WHEREAS, Lessor desires to grant to Lessee a non-exclusive right to operate an automobile rental concession at and from the Marathon Airport at Marathon, Florida, hereinafter referred to as Airport; and WHEREAS, Lessor and Lessee desire, in connection with said operations, to provide for the leasing by Lessor to Lessee of certain space in and around the Airline Terminal at the Airport for the establishment of a Rental Car Concession to accommodate the Lessee's customers and provide space for the temporary placement of rental ready vehicles and for other purposes in connection with said operations, all as hereinafter more specifically provided; now, therefore IN CONSIDERATION of the premises and of mutual covenants and promises hereinafter contained, the parties hereto do hereby agree as follows: 1. Rremises - Lessor hereby leases to Lessee for its exclusive use as a rental car office, space #102, located in the airline terminal at Marathon, Monroe County, Florida, said space containing 247 square feet, and being designated "Auto Rental Office/Counter," as shown on Exhibit A, attached hereto and made a part hereof; and in addition thereto, hereby provides 7,124 sq. ft. of car prep. area and fourteen (14) rental car ready spaces in the parking lot. 2. Term - This agreement is for a to of five (5) years, commencing May 19, 2010, and expiring on May 18, 2015. 3. Rental _and Fees - Lessee shall become responsible for payment of rental and fees effective the first full calendar month in which Lessee takes possession and begins operations at the Airport. Lessee, for and during the to hereof, shall pay to Lessor for the use and occupancy of said Basic Premises and for the rights and privileges herein granted it at the following scheduled rates and fees: (a) Counter Rental: Office/Counter space rental shall be paid at the rate of $7043.76, plus tax, per year. The Office/Counter space includes that space physically enclosed by the counter, side partitions and backwall. This rate includes the operating and maintenance expense directly related to the airline terminal cost center plus allocated administrative cost plus return on investment. (b) Car Prep. Area — this 7,124 sq. ft, area will be paid at the rate of $4,012.44, plus tax, per year. Additionally, the utilities for the car prep area to be paid by Avis. (c) Exhibit C - no charge. (d) Utilities - Electricity, water and trash removal service will be assessed to Lessee at a surcharge of $379.65 per month The above rates will be adjusted annually, commencing May 19, 2011, by the percentage increase in the Consumer Price Index for urban consumers {CPI- U) for the preceding calendar year or in accordance with the Airport's standard rates and charges as revised annually, whichever is greater. (e) Concession Fee: The Lessee agrees to pay monthly 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. 4. D—eflAition of —Gross Revenues - As used herein, the to "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 orsurcharges 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 state, federal and local taxes. The Concessionaire for the purpose of its concession rentals shall report all income, both cash and credit, in its monthly gross revenues statement. 5. 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. Lessee 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. Lessee 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 its Finance Director 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 Marathon Airport office or otherwise pertaining directly to this agreement. Knowingly furnishing the County a false statement of its gross revenues under the provision hereof will constitute a default by the Concessionaire of this agreement and the County may, at its option, declare this contract 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 day's notice must be given of intent to audit by the County to allow Lessee's controller sufficient time to schedule said presence. 6, hives —Im—e—n—t—by theLessee- All leasehold improvements and their titles shall vest immediately in Monroe County upon their acceptance by the County. Furniture, furnishings, fixtures and equipment will remain the personal property of Concessionaire and may be removed upon the termination of the agreement, provided all of its accounts payable to the County are paid at that time. 7. LeasehOld Improveexits- Lessee has the right during the to 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 11 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 to 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, venthoods, 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. 8. Dgale and Zr pj - 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, ore loyees on the Airport, 9. Other Develonment of A Monroe County reserves the right to further develop or improve the landing area of the Airport as its sees fit, regardless of the desires or views of the Concessionaire, and without interference or hindrance; provided, however, that in no event can the County deprive the Concessionaire of reasonable and direct routes of ingress and egress to the premises, 10. Terminal Area Plarinmer - Lessee acknowledges that Monroe County has Master Plans including terminal area revisions. Lessee hereby agrees to cooperate to the fidlest with the County, especially in those areas of terminal improvements which may at some time cause relocation of rental car facilities. 11. Lessee's Obligations - 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 dernised premises without the prior written consent of Lessor, which consent shall not be unreasonably withheld; (c) to keep and maintain the demised premises in good condition, order and repair during the to of this agreement, and to surrender the same upon the expiration of the to 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; I (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 ri 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 to of this agreement-, and (f) to control the conduct, manner and appearance of its officers, agents, and employees, and, in the event of any objection from the Director of Airports concerning the conduct, manner or appearance of such persons, Concessionaire shall forthwith take steps necessary to remove the cause of the objection. 12. ntenance - Lessor and its authorized officers, employees, agents, contractors, representatives shall have the right to enter upon the dernised premises for the (a) to inspect the demised premises at reasonable intervals during regular business hours (or at any time in case of emergency) to determine whether Lessee has complied and is complying with the terms and conditions of this agreement with respect thereto, or (b) to perform essential maintenance, repair, relocation, or removal of existing underground and overhead wires, pipes, drains, cables and conduits now located on or across the dernised 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 dernised 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 home solely by Lessor, 13. prescribed els Y nummurn insurance requirements essee shall County's electdefendersempcrucify and hold the County and the or causes of in anoyees h less fro d against (i) any claims, actions strative proceedings, appellate proceedings, or other proceedings relating to any type of injury {including death), loss, damage, fine, penalty or business interruption, and (in) 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 to 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 to of this lease, this Section will survive the expiration of the to of this lease or any earlier termination of this lease. 14. General Insurance Re uirements - Prior to the commencement of work governed by this contract (including the pre -staging of personnel and material), the Lessee shall obtain, at his/her own In expense, insurance as specified below. The Lessee will ensure that the insurance obtained will extend protection to all Contractors engaged by the Lessee, The Lessee will not be permitted to commence work governed by this contract (including pre - staging of personnel and material) until satisfactory evidence of the required insurance has been firmished to the County as specified below. The Lessee shall maintain the required insurance throughout the entire to of this contract and any extensions specified in any attached schedules. Failure to comply with this provision may result in the immediate suspension of all activities conducted by the Lessee and its Contractors 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 contract. 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 contract 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 Inenn ce - Coverage shall be maintained throughout the life of the contract 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 contract. 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. M Workers' Crimm-nent-inn - - Prior to the commencement of work governed by this contract, the Contractor shall obtain Workers' Compensation Insurance with limits sufficient to respond to the applicable state statutes. In addition, the Contractor 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 to of the contract and shall be provided by a company or companies authorized to transact business in the state of Florida. If the Contractor has been approved by the Florida's Department of Labor, as an authorized self - insurer, the County shall recognize and honor the Contractor's status. The Contractor may be required to submit a Letter of Authorization issued by the Department of Labor and a Certificate of Insurance, providing details on the Contractor's Excess Insurance Program. If the Contractor participates in a self-insurance fund, a Certificate of Insurance will be required. In addition, the Contractor may be required to submit updated financial statements from the fund upon request from the County. .1 C) Vehicle Liability - Recognizing that the work governed by this contract requires the use of vehicles, the Contractor, prior to the commencement of work, shall obtain Vehicle Liability Insurance, Coverage shall be maintained throughout the life of the contract 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 to "full insurable value" shall be deemed to be that amount for which a prudent owner in like circumstances would insure similar property, but in no event an amount in excess of Lessee's original cost of constructing said fixed improvements. 15. Non -Discrimination - Lessee shall firmish all services authorized under this agreement on a fair, equal and non-discriminatory basis to all persons or users thereof, charging fair, reasonable, and non- discriminatory prices for all items and services which it is permitted to sell or render under this agreement Franchisee shall not discriminate in its employment practices against any person on the basis of race, sex, creed, color, national origin, age or any other characteristic or aspect which is not job related. Lessee agrees that there will be no discrimination against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred, this Agreement automatically tenninates without any further action on the part of any party, effective the date of the court order, Lessee agrees to comply with all Federal and Florida statutes, and all local ordinances, as applicable, relating to nondiscrimination. These include but are not limited to: 1) Title VI of the Civil Rights Act of 1964 (PL 88-352) which prohibits discrimination on the basis of race, color or national origin; 2) Title IX of the Education Amendment of 1972, as amended (20 USC as, 168 1 - 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 a. 794), which prohibits discrimination on the basis of handicaps; 4) The Age Discrimination Act of 1975, as amended (42 USC as. 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, as. 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 V111 of the Civil Rights Act of 1968 (42 USC s. at seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC a. 1201 Note), as may be amended from time to time, relating to nondiscrimination on the basis of disability; 10) Any other nondiscrimination provisions in any Federal or state statutes which may apply to the parties to, or the subject matter of, this Agreement, 16. Rules and Lessee agrees to observe and obey, during the to 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. Within thirty (30) days from the date of this contract, the County shall provide Lessee a written list of all rules and regulations which it has promulgated up until that time I and which will effect the Lessee's operations hereunder. In the event new rules and regulations are contemplated, written notice of same shall be furnished to Lessee, and Lessee will be given thirty (30) days to comply. In the event that Lessee should determine that any contemplated rule or regulation unreasonably hinders him in his operation under this agreement, the Lessee shall so notify the County, and the parties hereto agree that any problem arising incidental thereto will, as much as possible, be worked out between the parties without the necessity to resort to further legal remedies, 17. Eu ishin of Se ice - The Lessee further covenants and agrees that he will, at all times during the continuance of the to hereby dernised and any renewal or extension thereof, conduct, operate, and maintain for the benefit of the public, the rental car concession provided for and described herein, and all aspects and parts and services thereof as herein defined and set forth, and will make all such facilities and services available to the public and that he will devote his best efforts for the accomplishment of such purposes. - 18. United States' R en uirerrrents - 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 dernised premises and improvements thereon, and to compensation for the taking thereof, and payment for interference therewith and for damage thereto, caused by such agreement or by actions of the Lessor or the United States pursuant thereto. 19- Lassoes -Covenants - The Lessor covenants and agrees that: (a) Lessor is the lawful owner of the property dernised hereby, that it has lawful possession thereof, and has good and lawful authority to execute this Lease; and (b) throughout the to hereof Lessee may have, hold and enjoy peaceful and uninterrupted possession of the premises and rights herein leased and granted, subject to performance by Lessor of its obligations herein. 20. Cancellationby-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; 7 (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, (a) if Lessee defaults in fulfilling any of the terms, covenants, or conditions required of it hereunder and fails to remedy said default within thirty (30) days following receipt by Lessee of written demand from Lessor to do so, or if, by reason of the nature of such default, the same cannot be remedied within thirty (30) days following receipt by Lessee of written demand from Lessor to do so, then, if Lessee shall have failed to commence the remedying of such default within thirty (30) days following such written notice, or having so commenced, shall fail thereafter to continue with diligence the curing thereof, (f) if the Lessee shall desert or abandon the premises for seven (7� consecutive calendar dates; (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, 21. Additional Remedies - In the event of a breach or a threatened breach by Lessee of any of the agreements, terins, 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 tenninate 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. Lessee shall pay any reasonable attorney's fees incurred by the County in the enforcement of the agreement other than through litigation, including but not limited to all costs and attorney's fees in collecting, bankruptcy or reorganization proceedings, or appeal of any such matter. so 22. Cancellation hu, T PeLq- - Lessee shall have the right upon written notice to Lessor, to cancel this agreement in its entirety upon or after the happening of one or more of the following events, if said event or events is then continuing: (a) the issuance by any court of apparent competent jurisdiction of an injunction, order, or decree preventing or restraining the use by Lessee of all or any substantial part of the demised premises or preventing or restraining the use of the Airport for usual airport purposes in its entirety, or the use of any part thereof which may be used by Lessee and which is necessary for Lessee's operations on the Airport, which remains in force unvacated or unstayed for a period of at least one hundred twenty (120) days-, (b) the default of Lessor in the performance of any of the terms, covenants or conditions required of it under this instrument and the failure of Lessor to cure such default within a period of thirty (30) days following receipt of written demand from Lessee to do so, except that if by reason of the nature of such default, the same cannot be cured within said thirty (30) days, then Lessee shall have the right to cancel if Lessor shall have failed to commence to remedy such default within said thirty (30) days following receipt of such written demand, or having so commenced, shall fail thereafter to continue with diligence the curing thereof, (c) the inability of Lessee to conduct its business at the Airport in substantially the same manner and to the same extent as theretofore conducted, for a period of at least ninety (90) days, because of (i) any law, (ii) any rule, order, judgment, decree, regulation, or other action or non -action of any Governmental authority, board, agency or officer having jurisdiction thereof-, (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 to bears to the full to 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-, (a) 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 to 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 dernised premises by the exercise of any right of condemnation or eminent domain; (h) if at any time during the basic to or option to of this lease a majority of the scheduled air transportation serving the local area no longer operates from the Airport; or I (i) if at any time during the basic to 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, 0) if at any time Lessee desires to terminate the lease without cause, and provides thirty (30) days prior written notice to the County, and pays two (2) month's rent and 10% of the equivalent of two (2) month's gross revenues; or if Lessee desires to terminate the lease without cause and provides no notice or less than thirty (30) day's written notice, and pays three (3) month's rent and 10% of the equivalent of three (3) month's gross revenues. For purposes of this paragraph, gross revenues shall be based on the immediately preceding two months or three months, respectively, depending upon whether thirty days notice is given. 21 Lessee's Reserved Righ - 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 dernised 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 dernised premises for the purposes hereinabove set forth; and Lessor hereby agrees to cooperate with Lessee in maintenance of any just claim of said nature, and to refrain from hindering, opposing, or obstructing the maintenance thereby by Lessee. 24. Assig=ent and Sublettin - 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 Rent A Car System, Inc., duly appointed thereto by Avis Rent A Car System, 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 hereinabove set out, the premises may not be sublet, in whole or in part, and Lessee shall not assign this agreement without prior written consent of Lessor, nor permit any transfer by operation of law of Lessee's interest created hereby, other than by merger or consolidation. 25. Other Use - Lessee shall not use or permit the use of the demised premises or any part thereof for any purpose or use other than an authorized by this agreement. 26. Liens - Lessee shall cause to be removed any and all liens of any nature arising out of or because of any construction performed by Lessee or any of its contractors or subcontractors upon the dernised 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. 2T Time - In computing Lessee's to within which to commence construction of any fixed improvements or to cure any default as required by this Lease, there shall be excluded all delays due to strikes, lockouts, acts of God and the public enemy, or by order or direction or other interference by any municipal, State, Federal or other governmental department, board, or commission having jurisdiction, or other causes beyond Lessee's control. 28. Para ffgllh-11,9ain s - Paragraph headings herein are intended only to assist in reading identification and are not in limitation or enlargement of the content of any paragraph. IN 29. Notices - Any notice of other communication from either party to the other pursuant to this agreement is sufficiently given or communicated if sent by registered mail, with proper postage and registration fees prepaid, addressed to the party for who intended, at the following addresses: For Lessor: County Administrator 1100 Simonton Street Key West, FL 33040 And Monroe County Attorneys Office 1111 12"St Key West, Fl. 33040 For Lessee: Avis Rent A Car System, Inc, Director of Properties 6 Sylvan Way Parsippany, New Jersey 07054 or to such other address as the party being given such notice shall from time to time designate to the other by notice given in accordance herewith, 30. The County hereby agrees not to enter into any automobile rental concession agreement with any person, partnership, or corporation other than the Concessionaire unless the same shall be upon terms no more favorable than those herein granted to the Concessionaire, and shall require automobile rental services substantially equivalent to those available from automobile rental concessionaires upon airports of comparable size throughout the United States, Nothing herein contained shall limit the County from making such reasonable distinctions between the automobile rental concessionaires with respect to the assignment or allocation of rental counter space and parking areas as may appear to it to be justified by the differing operational requirements of the respective rental car concessionaires by reason of the differing amounts of Airport automobile rental business done by each of the respective concessionaires. 31. j5Le�verabifit If any term, covenant, condition or provision of this Agreement (or the application thereof to any circumstance or person) shall be declared invalid or unenforceable to any extent by a court of competent jurisdiction, the remaining terms, covenants, conditions and provisions of this Agreement, shall not be affected thereby; and each remaining term, covenant, condition and provision of this Agreement shall be valid and shall be enforceable to the fullest extent permitted by law unless the enforcement of the remaining terms, covenants, conditions and provisions of this Agreement would prevent the accomplishment of the original intent of this Agreement. The Lessor and Lessee agree to reform the Agreement to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. 32. Binding Effect. The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to the benefit of the County and Contractor 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. Adjudication of Z3isputes or Lisa ee ants County and Concessionaire agree that all disputes and disagreements shall be attempted to be resolved by meet and confer sessions between representatives of each of the parties. If no resolution can be agreed upon within 30 days after the first meet and confer session, the issue or issues shall be discussed at a public meeting of the Board of County M 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. Coo eration, In the event any administrative or legal proceeding is instituted against either party relating to the formation, execution, performance, or breach of this Agreement, County and Concessionaire agree to participate, to the extent required by the other party, in all proceedings, hearings, processes, meetings, and other activities related to the substance of this Agreement or provision of the services under this Agreement. County and Contractor 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 Solicitatinn/Pnirmpn ym- - The County and Concessionaire warrant that, in respect to itself, it has neither employed nor retained any company or person, other than a bona fide employee working solely for it, to solicit or secure this Agreement and that it has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working solely for it, any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement, For the breach or violation of the provision, the Concessionaire agrees that the County shall have the right to terminate this Agreement without liability and, at its discretion, to offset from monies owed, or otherwise recover, the full amount of such fee, commission, percentage, gift, or consideration. 38. Public Access, The County and Concessionaire 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 Concessionaire in conjunction with this Agreement; and the County shall have the right to unilaterally cancel this Agreement upon violation of this provision by Concessionaire, 39. Non -Waiver of mummitV Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the participation of the County and the Concessionaire in this Agreement and the acquisition of any commercial liability insurance coverage, self-insurance coverage, or local government liability insurance pool coverage shall not be deemed a waiver of immunity to the extent of liability coverage, nor shall any contract entered into by the County be required to contain any provision for waiver, 40. 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, oremployees 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. Le al tbliations and ltesonsibilities 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 in 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. 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 Concessionaire agree that neither the County nor the Concessionaire or any agent, officer, ore ployee 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 oremployee of Monroe County in his or her individual capacity, and no member, officer, agent oremployee 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 Counter n a. 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 the Concessionaire 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 Lessor herein reserves the right to grant similar privileges to another Lessee or other Lessees on other parts of the Airport. a ESS WHEREOF, the parties have caused these presents to be executed by their or representative thereunto duly authorized, the day and year first above written. Y-L. KOLHAGE, CLERK I Y 0�7vy AS T I stA-11c, EPEDRO 1,;ASS U,qT ATTO RNE Y MONROE COUNTY BOARD OF COUNTY COMMISSIONERS C= By r ayor'Chairman stop CD INS AVIS RENT A CAR SYSTEM, INC. B d_ —.. ce Robert Santa, senior Vice President — ;;Q1 For P.-operties A FaciliGas for Avs3 Budget Car R...,FLC vn CM CD an aLtporized representative of Avis Rent A Car System, LLC IN DRUG -FREE WORKPLACE FORM The undersigned vendor in accordance with Florida Statute 287.087 hereby certifies that: For Properties & Facilities for Avis Budget Car Rental, LLC an authorized representative of Avis Rent A Car System, LLC 1. Publish a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in the workplace and specifying the actions that will be taken against employees for violations of such prohibition. 2. Inform employees about the dangers of drug abuse in the workplace, the business's policy of maintaining a drug -free workplace, any available drug counseling, rehabilitation, and employee assistance programs, and the penalties that may be imposed upon employees for drug abuse violations, 3. Give each employee engaged in providing the commodities or contractual services that are under bid a copy of the statement specified in subsection (1). 4. In the statement specified in subsection (1), notify the employees that, as a condition of working on the commodities or contractual services that are under bid, the employee will abide by the terms of the statement and will notify the employer of any conviction of, or plea of guilty or nolo contenders to, any violation of Chapter 893 (Florida Statutes) or of any controlled substance law of the United States or any state, for a violation occurring in the workplace no later than five (5) days after such conviction. 5. Impose a sanction on, or require the satisfactory participation in a drug abuse assistance or rehabilitation program if such is available in the employee's community, or any employee who is so convicted. 6. Make a good faith effort to continue to maintain a drug -free workplace through implementation of this section. As the person authorized to sign the statement, I certify that this firm complies fully with the above requirements, " A /j 131uu-.,t a 01811ULLut; 3 -2-,-\-A � 0 Date LOBBYING AND CONFLICT OF INTEREST CLAUSE SWORN STATEMENT UNDER ORDINANCE NO. 010-1990 MONROE COUNTY, FLORIDA ETHICS CLAUSE warrants that he/it has not employed, retained or otherwise had act on his/its behalf any former County officer or employee in violation of Section 2 of Ordinance No. 10- 1990 or any County officer or employee in violation of Section 3 of Ordinance No. 10- 1990. For breach or violation of this provision the County may, in its discretion, terminate this contract without liability and may also, in its discretion, deduct from the contract or purchase price, or otherwise recover, the full amount of any fee, commission, percentage, gift, or consideration paid to th ormer C my icer or employee. (signature) Date:- A LtA LU STATE OF A\ oV� ok k COUNTY OF _DNAe PERSONALLY APPEARED BEFORE ME, the undersigned authority, V --P-Ad " �� -"A- who, after first being sworn by me, affixed his/her signature (name of individual signing) in the space provided above on this I " a day of Mys"A , 20 1U. OMB - MCP FORM #4 NO ARY PUBLI My commission expires: NOTARY PUBUO-STATE OF FLORIDA L' ani commiM, D776478 Expires: VDY 19,2012 BONDED TnU ATLANno ]WIMLNG Co, too, PUBLIC ENTITV CRIME STATEMENT "A person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list." I have read the above and state that neither S (Respondent's name) nor any Affiliate has been placed on the convic ad vendor list within the last 36 months. (Signature) Date: 6�� STATE OF: a COUNTY OF. Subscribe and sworn to (or affirmed) before me on (date) by 0-0 L,`LX (name of affiant). He/St* is personally know itZme or has produced (typ of identification) as identification. NOTAR PUBLI My Commission Expires: S-X'qjz-)Jz, NOTARY PUBLIC -STATE OF FLORIDA Lou, Sayani Commission #DD776478 (M...... 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REvro%L CA REA .....m......m...........m.m..m.. �m..m....m..mmm...m.m...mm....m.:� °.mm. x 8 ...m.....e..®.®........ m..�m..�.c...........����. ..........��®��® .........s ...............mm.®.mm® ..i .......................................... ... mow .m. s Pj AW15SIVACA m ...°..°..°..e..m. .°............ .....®.... m.. .......mm.....®°m...°...........m.®,°®.,...°.....�.m® �e ...... ............ ...#......... .®....m..e.m.�.®.®..m...m...m..m... m.o®m..®.mm.m...m. ..A�pm.�o.g.m,.mom.......4....... .m.... ....m. ............... .........................................m..°.........m....�m.....ww......m.... .m. ..s..„. °.m .... .........................m...m..m...mm..mmm®..m...°..®®.......mmm....m..mm.m.....me r ° ..m.m....m..mm..m..........m.m.m..m.........m......m...®..®..mmm.......m. m ..m.®........�.a. .®..m.m......m...................................�.................4.:mn CERTIFICATE OF as 'I.W, 'AIWAYryy) LIABILITY .' 6129;2(!09 t t'r + t,rl-aa 11-I8 GCRnrLcATF IS 1 ° IiFO AS A MATTER ,F 'NFUgfA4T€0N ONLY AND €C'QNFF-PS NO HIGH IS UPON THE GER NFICATE HOLDER THIS (:kRTIFICATE r't{BNRISK .5I'kt�d '1.1,$.I;'vIRAI..IN( DOES NOrAMEND, F7KYENDURALIERTHEC VE :EAFFORDEDOYTHC FKA AON RISK SFRVIC S, Ili{® OF h'1INNLSOTA POLICIES BELOW 8300 iJ{}EtMAPe ('ENTER 3?F2iVE,SurC[aro1C}0 t�INNEAPOLIS, Mid 55437-1027 � T COMPANIES AFFORDINGCOVERAGE TEL., (866) 283-7122 1 COMPARYA CONTINENTAL CASUALTY COMPANY INSURED L C Lug PAa Y B HOLDING CORP, t BUDGET TRUCK RENTAL, LEG.-- AVIS BUDGET GROUP, INC_ AVIS BUDGET CAR R TAL, � PA YC ERICAN CASUAL COMPANY OF READING, PA SUBSIDIARIES INCLUDING AVIS RENT A C SYS �, LET _ — As D ANSPORTATION INSURANCE COMPANY RENT A CAR SYSTEM, INC. AND BUDGET TRUCK R NTAL. LLC. t/rNRIE C0 6 SYLVAN WAY 9' t ; `ta ,t" doMPA E LO REPUBLIC INSURANCE COMPANY _W....,...,,„.. _......-____...... ...®.. .................. _.._.._.._......_,......................._____.........._-_-.............. PARSIPPANY, NJ 07054 COMPANYF NATIONAL UNION FIRE INSURANCE CO. OF PITTSBU COMPANY G THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISPED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR TOTE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LINTS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. LIMITS SHOWN AREAS REQUESTED DO TYPE OF INSURANCE POLICYNUM13ER I EFFECTIVE ICY EXPIRATION L;MPTS -- -- LTR DATE IM ) DATE (M O ) I GENERAL LIABILITY ---T CentualAha e - ----- - - $2,000,000 A GLOO1603190 I 711/2009 7/1/2010 __ _ X C m ai eral LARRy . Ptod __v AID $2,000,000 jj� Cla ® ! I P �u 2,000,Oa0 ors a�tm s 1 1 J � Y/� u ' 52,000,000 A AUTOMOBILELIABILITY ( Any Auto I A 17T0 711/2009 72 Sirplelmit ,, Bodily Injury (Pet pamn) All Csvood Autos SChWulad AvIns wi RulesJ — — Bodily Injury (Per aaddenq I _ Non —Owned Autos SELF INSURED 7/1/2009 7/1/2010 r I Pmperty Damage I GARAGE LIABILITY r^ Aub Only - EA Acodent ' Any Auld I I Other dtan Auto only - EA Act. _ 1 - Other ftn Aub Only App EXCESS F —' X LIABILITY ' Umbrella Formr i BF27471283 71l/2009 7/1/2010 I EachOooumw= — — — — -- 541000.000 Omer than Umh.el4 Fam 1 I Apprpate $4,000.000 C WORKERS COMPENSATION AND WC2091220402- 7/1/2009 I 7/1/2010 -� — EMPLOYERS LIABILITY DII'ED. - Slatutory LImNe D WC2091220460 - CA 7/1/2009 7/1/2010 1 Ead,Auidere I 51,000,000 1 I Oleaase Pdicy Limi1 i WC2091220352 - $_,__0 RETRO Disease - Each Employ"$1,000.000 Other E Excess Auto Liability MWZX26655 7/1/2009 ; 7/1/2010 ! Each omteena,Appregete $4,000,000 DESCRIPTION OF E Tt T EH@CLE ECIAL ITEMS See Attached a._ £ ZL-z COUNTY F MONROE MNROE COUNTY BOARD OF COMMISSIONERS 1100 SIMONT N ST. KEY WEST. FL 33040 EM COMPANY ITS AGENTS SIR REPRESENTATT PER AUTHORIZED REPRESENTAVVE ISO Certificate Holder: COUNTY OF MONROE rt Limber- 166 CERTIFICATE HOLDER IS INCLUDED AS AN ADDITIONAL INSURED TO THE EXTENT REQUIRED BY WRITTEN CONTRACT, AS THEIR INTEREST MAY APPEAR. RE- Avis Corporate operations at Kay West Purport, Key West, FL Cartdflcate Holder is included as additional insured ATIMA,THIS CERTIFICATE OF INSURANCE (COI) RELATES TO A POLICY (POLICIES) ISSUED TO THE NAMED INSURED AND IS INTENDED TO DEMONSTRATE COVERAGE AS PROVIDED SOLELY TO THE NAMED INSURED AND IS FOR INFORMATIONAL PURPOSES ONLY. THE CERTIFICATE HOLDER LISTED ON THIS Cot MAY BE INCLUDED AS AN ADDITIONAL INSURED UNDER SUCH POLICY (POLICIES) ONLY TO THE LIMIT THAT SUCH CERTIFICATE H6LDER'S sNfIJc T AFT 0 (jNLY IF SUCH INCLUSION IS REQUIRED IN WRITINO SPECIFICALLY AMC EXPRESSLY STA"fING THAT SUCH CERTIFICATE HOLDER BE NAMED AS AN ADDITIONAL INSURED UNDER SUCH POLICY (POLICIES).