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Item C04 / BOARD OF COUNTY COMMISSIONERS AGENDA ITEM SUMMARY MEETING DATE: 1/19/00 1/20/00 DIVISION: COUNTY ADMINISTRATOR! BULK ITEM: YES DEPARTMENT: AIRPORTS AGENDA ITEM WORDING: Approval of a lease extension agreement with Enterprise Leasing Company, for space at the Marathon Airport. ITEM BACKGROUND: Term of the extension agreement is for 5 years, commencing November 15,1999. PREVIOUS RELEVANT BOCC ACTION: Approval of Lease and Concession Agreement, 1/17/96. STAFF RECOMMENDATION: Approval TOTAL COST: None BUDGETED: N/A REVENUE PRODUCING: Yes AMOUNT PER YEAR: $35,498.00 - FY 99 APPROVED BY: County Attorney X OMB/Purchasing X Risk Management X AIRPORT DIRECTOR APPROVAL ~ Peter J. Horton DOCUMENTATION: Included X To Follow Not Required AGENDA ITEM # 1-0.1 J DISPOSITION: /bev APB MONROE COUNTY BOARD OF COUNTY COMMISSIONERS CONTRACT SUMMARY Contract # Contract with: Enterprise Rent A Car Effective Date: 11/15/99 Expiration Date: 11/14/2004 Contract Purpose/Description: Lease extension agreement Contract Manager: Bevette Moore (name) for BOCC meeting on: 1/19/2000 # 5195 (Ext. ) Airports - Stop # 5 (Department) Agenda Deadline: 1/5/2000 CONTRACT COSTS Total Dollar Value of Contract: Revenue Producing Budgeted? N/A Grant: N/A County Match: N/A Current Year Portion: Account Codes: 403-344101 Estimated Ongoing Costs: N/A (not included in dollar value above) ADDITIONAL COSTS For: (eg. maintenance, utilities, janitorial, salaries, etc.) CONTRACT REVIEW Date In Changes Needed Yes No Reviewer Date Out A Jft..po,...r Director ~a..ct.~ '2/21/2.:2. 1&/ ZI/ 19 ( ) (XJ ( )(0/ / ( ) (/) ~/~/'i1. ~nagement o1ii.lPurChasing 1"2-/AJ el( I L/...:!:::..L!.2l. lLJ1Q}27 it f , CL- . ~L-e"'( ~) John Carter County Attorney _/_/_ ( ) () (/( n b UJ () L -p-p f':) . .. ',.'. Rob Wolfe Comments: !" (1.\, ~~-x::.t". C"-r~~ '1, ~. I r"- v~~~~':)~ LEASE EXTENSION AGREEMENT THIS LEASE EXTENSION agreement is entered into by and between Monroe County, a political subdivision of the State of Florida, hereafter Lessor, and ENTERPRISE LEASING COMP ANY, a Florida corporation, hereafter Lessee or Concessionaire. WHEREAS, on the ] 7th day of January, ] 996, the parties entered into a car rental lease and concession at the Marathon Airport, hereafter original/ease. A copy of the original lease is attached to this extension agreement and made a part of it; and WHEREAS, the original agreement term ends on November] 4, 1999 but the parties desire to extend the original agreement term by five years; now, therefore, IN CONS/DERATION of the mutual promises and covenants set forth below, the parties agree as follows: 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 November] 5, 1999 and expiring on November 14, 2004. 2. Except as set forth in paragraph one of this lease extension agreement in all other respects the terms and conditions of the original agreement remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have set heir hands and seals the day and year first above written. . (SEAL) ATTEST: DANNY L. KOLHAGE, CLERK BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA By Deputy Clerk By / Mayor/Chairperson /i6F/~ d"-'*Cl r~ .. Witnes s joiriii extend ENTERPRISE LEASiNG COMPANY ~~;~ ~~ ...., I _}, .;; LEASE. AND CONCESSION AGREEMENT MARATHON AIRPORT d..' THIS CONTRACT OF LEASE is made and entered into on the /7 _ day of ~ j ItN U fIR- { . 199 6. by and between MONROE COUNTY. a political subdivision of the State of Florida, hereinafler referred to as Lessor. and ENTERPRISE LEASING COMPANY, a Florida Corporation, hereinafler referred to as Lessee or Concessionaire; WHEREAS, Lessor desires to grant to Lessee a non-exclusive right to operate an automobile rental concession at and tram 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 purpcses 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. Premises - Lessor hereby leases to Lessee fer its exclusive use as rental car office space #106 located in the airline terminal at Marothon. 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 7J 42 sq. ft. of car prep. area and fourteen (14) rental car ready spaces in the parking lot. 2. Term - This agreement is for a term of five (5) years, commencing November] 5, ] 994, and expiring on November 14, 1999. 3. Rental and Fees -Lessee will 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 term 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 will be paid for at the fOllowing rates: Marathol') Airport - $20.00/sq. ft./per annum + tax. Counter/office rental 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 investm(?nt. These rates, which are currently equal to the airline rental rate for pub':::/y exposed space, will be adjusted yearly. The annual adjustment shall be made in accordance with percentage change in the Consumer Price Index (CPI) for Wage Earners and Clerical Workers in the Miami, Florida, area index, and shall be based upon the annual average CPI computation from January] through Decemt'er 31 of the previou:, year. (b) Car prep. Area - 7] 42 sq. ft. - .395/sq. ft./per annum - utilities to be paid by Lessee. Lessor shall obtain any development permits, use permits and occupational licenses necessary for the washing and other preparation, other than mechanical repairs, of cars for rental. (c) Fourte~n (14) Car Ready Spaces - Exhibit C - no charge. (d) Concession 5ee: Guaranteed minimum annual concession fee for each contract year of the five (5) year term of this concession agreement shall be $27,000.00. The Lessee agrees to pay monthly ten (10) percent of gross revenues for the previous month or one tWE Ifth (1/12) the guaranteed annual minimum, whichever is greater. In the event ~he total amount paid during any one year period under this method exceeds ten percent of gross revenues or the annual minimum guarantee, whichever is greater, for that one year period, an adjustment will be made to the first months rent for the next subsequent period or, at the end of the fifth year, reimbursement will be made within thirty days. 2 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. Definition of Gross Receipts - As used herein, the term "gross receipts" shall mean the total sum of money, from charges for net time, mileage, and personal accident insurance, paid or payable, whether by cash or credit, (after any discount specifically shown on the car rental agreement), by the customer to Concessionaire for or in connection with the use of vehicle contracted for, delivered or rented to the customer at the Airport, regardless of where the payment is made or where the vehicle is returned. The Concessionaire for the purpose of its concession rentals shall report all income, both cash and credit, in its monthly gross receipts statement. 5. Accountina Procedures - Th~ 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, actinQ through its Finance Director or other authorized representative, shall have the right to inspect and audit the 3 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 sales 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. Abatement of Minimum Guarantee - In the event that (1) for any reason the number of passengers deplaning on scheduled airline flights at the Airport during any month shall be less than eighty percent (80%) of the number of such deplaning passengers in the same period in the preceding calendar year, or in the event that (2) in the opinion of the Board of County Commissioners. the operation of Lessee's car rental business at the Airport is affected through no fault of Lessee by.shortages or other disruption in the supply of automobiles, gasoline, or other goods necessary thereto, and . said shortages or other disruptions results in the material diminution in Lessee's gross receipts hereunder for a period 9)f at least thirty (30) days. and said shortages or other disruptions are not caused by a labor dispute with Lessee. such diminution to be satisfactorily demonstrated by Lessee to the Board of County Commissioners, then, in either event. the Minimum Guarantee Fee should be abated for the period of time such condition continues to exist. During said period of time. Lessee shall continue to 4 pay to th e Lessor ten perc en t (J 0%) 0 f gross receipts from J he opera lions h ereu nd er as hereinbefore defined. 7. Investment bv the Lessee - All leasehold improvements and their titles shall vest immediately in 00nroe 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 payabie to the County are paid at that time. B, Leqsehoid Imorovements - Lessee has the righl during the term hereof. at its OWn expense. at any time from time 10 time, to inslall. mainlain. operale, repair and replace any and all trade fixtures and other personal property usefui from lime 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 10 or wilhin a reasonable time after expiration of the term of this agree~ent; provided. however. that Lessee shall repair any damage to the premises caused by such removal. The faiiure 10 remove trade fIXtures or other personal property shall not constitute Lessee a hold-over, but all Such property not removed within ten (J 0) days after Lessee receives a written demand for SUch removal sholl be deemed abandoned and thereupon shall be the sole I property of the Lessor. Leasehold improvements shall include any installalion of walls. partitions. doors and Windows. any electrical wiring. panels. conduits. service connections, receptacles or lighting fIXtures attached to walls. partitions. ceiiings or floor. all, Interior finish to floors, Walls. doors, windows or ceiiings; and all floor treatments or coverings. other than 5 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. 9. Damaae and Iniury - 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 fo 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 ~ecause of bodily injury, including damages for care and loss of service, including death at any time resulting from bodily injury and because of injury t%r 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. . 6 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 Concessionoire, ond 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. Utilities - Electricity, water and trash removal service will be assessed to Lessee at a surcharge of $250.00 per month, which monthly fee shall be adjusted for each contract year commencing November 15, 1995, in accordance with the percentage change in the Consumer Price Index (CPI) for Wage Earners and Clerical Warkers in the Miami, Ftarida, area index, and shall be based upon the annual average CPI computation from January ~ through December 31 of the previous year. 13. Lessee's Obliaations - Lessee covenants a'nd 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 7 kept, reasonable wear qnd 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 :ts 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 (f) to control the conduct, manner an.d appearance of its officers, agents, and employees, and any objection from the Director of Airports concerni.ng the conduct, manner or appearance of such persons, Concessionaire shall forthwith take steps necessary to remove the cause of the objection. 14. 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 (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 cany 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. 8 15. Indemnification - Lessee shall indemnify and hold Lessor forever harmless from and agQinst all liability imposed upon Lessor by reason of legal liability for injuries to persons, or wrongful death, and damages to property caused by Lessee's operations or activities on such premises or elsewhere at the Airport, provided that Lessor shall give Lessee prompt and timely notice of any claim made against Lessor which may result in a judgment against Lessor because of such injury or damage and promptly deliver to Lessee any papers, notices, docurY!ents, summonses, or other legal process whatsoever served upon Lessor or its agents, and provided further that Lessee and its insurer, or either of them, shall hav~the right to investigate, compromise, or defend all claims, actions, suits and proceedings to the extent of Lessee's interest therein; and in connection therewith, the parties hereto agree to faithfully cooperate with each other and with Lessee's insurer or agents in any said action. (a) Insurance - Lessee sh,all 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. (b) Coveraqe - The Lessee shall proc'ure and maintain insurance of the types and to the limits/as contained in Exhibit "0", which is hereby made a part of this Lease. 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 a/] items and services which it is permitted to sell or render under this agreement shall be construed as 9 requiring the Lessee to seek approval by Monroe County before or after Lessee establishes or alters its rental car rates. 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. 17. Rules and Reaulations - Lessee agrees to observe and obey, during the term of this agreement. all laws, ordinances, rules and regulations 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 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. / 18. Furnishina 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 911 aspects and parts and services thereof as hereinabove defined and set forth, and will make all such 10 facilities and services available. to the public and that he will devote his best efforts for the accomplishment of such purposes. J 9. 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 Federai Airport Act of t 946. 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 mdy have, hold and enjoy peaceful and uninterrupte,d possession of the premises and rights herein leased and granted. subject to performance by Lessor of its obligations herein. 2J. 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 shail give the Lessee notice in writing fo cure such default within thirty 11 (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 of 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 r~ceipt by Lessee of written demand from Lessor to do so; (e) if Lessee defau)ts 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 hClving so commenced, shaH fail thereafter to continue with diligence the curing thereof; (f) if the Lessee shall desert or abandon the premises for seven 17l consecutive calendar days; 12 ~ ~ (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 riQht 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 spe'cific remedies, indemnity or reimbursement were not herein provided. The rights and remedies given to Monroe County are distinct, separate and cumulaHve, and no one of them, whether or not exercised by the County, shall be deem.ed 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 13 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 ony reasonable attorney's fees incurred by the other party in the event of litigation. Lessee will 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. 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 issuaQce 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 pemised 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 (J 20) 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 jf by reason of the nature of such default, the same cannot be cured within said thirty (30) days, then Lessee 14 " 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 reasol} 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 iYl 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; 15 . . (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 or option term of this lease a majority of the scheduled air transportation serving the local area no longer operates from the Airport; or (i) 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. (j) 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 the greater of (a) 10% of the equivalent of two (2) month's gross, or (b) 2/12's of the minimum guarantee; 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 the greater of (a) 10% of the equivalent of three (3) month's gross, or (b) 3/12's of the minimum guarantee. For purposes of this paragraph, gross r~venues 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 Riqhts - 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 16 nature, and to refrain from hindering, opposing, or obstructing the maintenance thereby by Lessee. 25. Assiqnment and Sublettinq - 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 Enterprise Rent-a-Car, duly appointed thereto by Enterprise Rent-a-Car, 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. 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 an 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. 17 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. Paraaraph 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 proper postage and. registration fees prepaid, addressed to the party for whom intended, at the following addresses: For Lessor: Monroe County Board of County Commissioners P. O. Box] 680 Key West, Florida 33040 For Lessee: Enterprise Leasing Company 2] 50 N. StatEf Road 7 Lauderdale Lakes, FL 333] 3 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. 18 3 J. 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 limited 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 ~espective rental car concessionaires by reason of the differing amounts of Airport automobile rental business done by each of the respective concessionaires. IN WITNESS WHEREOF, the parties have caused these presents to be executed by their respective officer or representative thereunto duly authorized. the day and year first above written. (SEAL) AITEST: DANNY L. KOLHAGE. CLERK. MONROE COUNTY BOARD OF COUNTY COMMISSIONERS BycS'~f~ BY/P.udt~~~) Deputy C1e I ~ ~ ~ ~ Witness ENTERPRISE LEASING COMPANY ~~e~e~aRag.r b/ AIR/enlerrac.doc 19 ~~ - . , ~ .. .. r '1 [ . .. ~I~~ ...\0 ; ,.., ; - . I , ! C . cJ os ~ ~ . ...'-'1 ~~ CJ) 0 -- ,.., r::! ~ i ...:J ..... Ct. -~. < lJ... a ~. ll..1~ Z LL- ~ t...J H 0 :r ~ w E-< Z 0 :r: ~@ E-< 0< e::: ~ 11- a <<( ...\4 ':1 :r - ,...., 0 S ...... . .f <( 0 I ~ ~ / .... ~~ .... ...'-ll .~ ,.., - ~ "'-. -L CQ 0 0 I ~~@ Exhibit A - ...-~ \~ lJJ "t ~ ). ()... ,..,' ~ ~ " 1"1 - II "- ~ ~ "- !::2 ~ '"') - _'fl ,~4' ~ ~ --~ I I f I i J I ~ 6) ~ t- <n ~ X -& ~ a- ~ <::::> IJ! '-Jl ~ ~ ~ ~ ~ ~ ,.., ~ Cl(' ~ ~ ~ r( ~ '<9. ... II " I, ~...~.......... >>' )Q . ,:oc.... f' n' "",r<'" _ n ~ r x I ~ ~ ~ ~ ~~ ,-4 ~ ~ ~ \ta \i; ~ ~ tJ: V\ ~ / ~ x +-- ~--1 "- " .... ... III ~ ~ ~ () .... ,,>"" "'" ","'" .. I," ~ "C " I' ~ :t ,,'"=" ,.., ~~.:~~" '"'" \0( \;. ~ "" ..... ~ 0<. \' ,...~ M ~ ~ ~ rt '""-.p - Q) ~ ~ - ..c -.D :>(.. I~ U < - t) '"' \.., ~ ~ '-& f'., ~ - ....'\ II ~ \i ....~ -"'" :..... ~ .~ Karathon Terminal ., ,;t ~ ..~ ~ X x ... ~\a ~) -.J . r-=~'~ ~? I , J I I I I ..... ~ ." T"\ X \ , . . . , . . . . . . . . . I I I . : i I . . , , J , I I I ( . . ' . ' . . . . . . , . . ' . ' , . . ' . '. . ,. . " . '. , " , .. . '. . .. . .. . " . " , I ~ ,. d /- . :' . I. If L . .. , .. . " . " . .. . " . " . " , " . " , '. . " , '. . .. , .. . .. . .. . " . " , " , .. . .. . .. . '. . .. . " . '. . " , " , " .'. . ::: I . '. , .. .'. . , " f - I . I ~ . '. .---..--.. C><J l . '.. ;. : . . . ' . . . . . . . ,',. = . . . . . . .' ... . . " . '. . . , , .- . , . . . . : : . . . , . . . , - . . . . . . . . " , '. . . .. . . . . . . , , , .: . ~- . . . . . ~ '-0 ~ ~ f'Y) .. , , ... : = N - I .h/-: .1.3;,1Q J'g ~11-~onB n(- 5/IIV 'i//) 0;;: / / / / / .' . .' ~ ~ \J q: ~ ~ ....... ~ cJ (.I') C Q.. ~: C>' .1-1 ...... -- lJJ ..~..A ,,' .... . " " ./ " ~ i " '. " . ...... 0, .... \. . ~ : , r .., " 'J. ~ ,., t1 - \n , . ~ . ~ ~ : . . , ~ / , , ~ f'r') . .co . . . . . . . . . ti . . ..- , I . " ......:. . 00. ..... -0- ..------ ("( - ..... '" () ..... )... C) ~ -~ .., '- . ,- j ~ ~ ~ ~ ~ .tr ~ \J ....t ~ ~ ltJ C( - Marathon Terminal Exhibit C ~ V') \' '<<\: U . . . . , , . . , . . , '- . . . . . ., . . . . . . . . . , . . . . , , ~ - ::> ~ , , . . . . .... . : . , , . . , , , , , -', . , , .... ,. . . , . . . , ~, . . , . , . . , . , , , . ::> V} - ::> . . .' ~ \) .~ V) 0)' """ .-- :...:.... '.~ ~c:-(.J/S ,0 '. "0 I,', '0' : ", .".. . .. '0 ".: : .... ...... \' ,,', 10 "," ..' ~ .~ Ii. '0 eo .. ~-4 (\") - Ci - '" '" '0 '" tJ-. ~ f' ~ ~ . . . . . . , . . , . . . , , . ~ " N - ,-- .:.......~ ii . . . . if .: .: :... . . . . . . '--. . .... -.. ~ ..y~ ......: : .. . . . , . . . , ~ . . . . . . . , . . . , . . . . . , , . , . . . , . . . , . . . . . 1 . . , . , . . . . . . . . . . . . . . . . , : ~ -f , . . . , . ,',. . . Insurance Exhibit D !\pol 21. "/') I I~ 1'no~,,'I; ;I MONROE COUNTY, FLORIDA INSURANCE GUIDE TO CONTRACT ADMINISTRATION .; General Insurance Requiremcuts for Ai rp 0 t1 / A i rent ft Ac tivHies Prior to the commencement of work governed by this contract (including the pre-staging of personnel and material). the Vendor shull obtnin. nt his/her own expense, insurance as specified in the attached schedules, which are made part of this contract. l11e Vendor will ensure that the insurance obtained will extend protection to all Contractors engaged by the Vendor. The Vendor will not be permitted to commence work governed by this contract (incluuing pre- staging of personnel and material) until satisfactory evidence of the required insurance has been furnished to the County as specified below. The Vendor shall maintain the required insurance throughout the entire term of this contract and any extensions specified in any attached schedules. fnilure to comply with this provision may result in the immediate suspension of all activities conducted by the Vendor and itsContractors until the required insurance has been reinstated or replaced. The Vendor shall provide, to the County, as satisfactory evidence of the required insurance, either. ./ · Certificate of Insurance or · A Certified copy of the actual insuran~e 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 t~ the County by the insurer. -. ~ ;:::;. The acceptance ancl/or approval orthe/Vendor's insurance shall not be construed as relieving the Vendor from any liability or obligation assumed under this contract or imposed by law. The Monroe County Board of County Commissioners. its employees anu officials will be included "-. as "Additional Insured" on all policies, except for Workers' Compensation. ... Any deviations from these Generallllsurance Requirements must be requested in writing on the County prepared form entitled "Hcqucst for Wnivcr of Insumncc Requirements" and approved by Monroe County Risk Management. ,. Mminiscnlli,.c In.lru..,ion //4709.1 .11 - - . Ami 22. I 'J'J.\ IJJ l'ril~ r GENERAL LII\DILJTY INSURANCE REQUIHEMENTS FOR .;. .... CONTRACT nET\VEEN MONROE COUNTY, FLORIDA AND Prior to the commencement of work governed by this contract, the Contractor shall obtain General Liability Insurance. Coverage shall be maintained throughout the life of the contract ~nd include, as a minimum:. . . · Premises Operations · Products and Completed Operations · nIanket Contractual Liability · Personal Injury Liability · Expanded Definition of Property Damage The minimum limits acceptable shall be: , SI,OOO,OOO Combined Single Limit (CSL) I f split limits are provided, the minimum limits acceptable shall be: S 500,000 per Person S 1,000,000 per Occurrence S 100,000 Property Damage '- An Occurrence foonn policy is preferred. If coverage is provided on a Claims Made policy, its provision~ 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 lor a minimum of twelve (12) months following the acceptance of work by the County. The Monroe County Ooard of County Commissioners shall be named as Additionallnsurcd on all poJicic., issued to satisfy the.above requirements. . I -~ ~ ~. ^ d....m ,.."' I i Y<: I n'<tIHchon GLJ U .f'^'" , r ... <(' '- '-- ". . ......, ',' lall'rinmc , VEHICLE LIADILITY INSURANCE REQUIIU!:MENTS FOR .. CONTRACf nEnVEEN MONROE COUNTY, FLORIDA AND Recogni7ing that the work governed by this contract requires the use of vehicles., the Contrnctor, prior to the commencement of work, shall obtain Vehicle Liability Insurance. Covernge shall be maintained throughout the life of the contract and include, as ::L minimum, liability coverage for. · Owned, Non-Owned, and Hired.Vehicles The minimum Ijmits acceptable shall be: SI,OOO,OOO Combined Single Limit (CSL) Ifsplit limits are provided, the minimum limits acceptable shaH be: S 500,000 per Person SI,OOO,OOO per Occurrence S 100,000 Property Damage The Monroe County Board of County Commissioners shall be named as Additionallnsurcd on all policie3 issued to satisfy the above requirement..!. J / "'"* -=-. ^-dminiltnlivoe 11l.:tru..1ioft U047()') , , VLJ 77 '\ ... " I... l'rinl."'r. WORf(~RS' COMPENSATION INSURANCE HEQUIREMENTS FOR CONTRACT D~nvEEN MONROE COUNTY, FLORIDA AND Prior to the commencement of work governed by this contract, the Contractor shall obtain Workers' Compensation Insurance v..rith limits sufficient to r~pond to the applicable state statutes. Tn addition, the Contractor shall obtain Employers' Liability Insurance with limits of not less than: SI,OOO,OOO Bodily Injury by Accident , $, ,000,000 Bodily Injury by Disease, policy limits S 1,000,000 Bodily Injury by Disease, each employee Coverage shall be maintained throughout the entire term of the contract. Coverage shall be provided by a company or companies authorized to transact business in the state of Florida and the company or companies must maintain.a minimum rating of A- VI, as assigned by the A.M. Best Company. ,. Jrthe Contractor has been approved by the Rorida's Department of Labor. as an RUthori7.ed self- insurer, the County shall recognize and honor the Contractor's status. TIle Contractor may be required to submit a Letter of Authorization issued by the Department of Labor anti a Certilicat.e ofInsurance, providing details on the Contractor's Excess Insurance Program. '- I[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. '- AWn,nistl'lllivc IrNruclion 1f0470').1 ~. / ~ we] Xl ~~qq~~~~~.~~ _ ~,DA~~~ r~RODUC~R .. .' THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION J&H Marsh & McLennan ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR 800 Market Street ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Suite 2600 COMPANIES AFFORDING COVERAGE ,~, St Louis, MO. 63101 INSURED COMPANY B FGIC -' c - tJ'''''fM''' D?J ' _"'__JO'~- ~ , ' ,,' " I~ 'OJ--rir-)~ L L "Y _~tu-; ~~11 01,:'[ _~ J41 q rt COMPANY A USF&G Enterprise Rent-A-Car Company et a!. 600 Corporate Park Drive St Louis, MO 63105 Fax: ~ t) r COMPANY C / \j COMPANY D Wf,",-rr.; ,-.... . ,._YES A THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. N01WITHSTANDING 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, LIMITS SHOWN MAY HAVE BEEN Rt::DUCED BY PAID CLAIMS. TYPE OF INSURANCE :POLlCY NUMBER ; POLICY EFFECTIVE POLICY EXPIRATION I 1 DATE (MMIODIYY) DATE (MMIODNY) 9/1198 I I LIMITS CO' l-TR GENERAL AGGREGATE Is $1,000,000 A MMERCIAL GENE~A8ILITY CLAIMS MADE L.J OCCUR I OWNER'S & CONTRACTOR'S PROTo PRODUCTS. COMP/OP AGG : S DRE23-03691-98-2 9/1/01 PERSONAL & ADV INJURY $1,000,000 EACH OCCURRENCE FIRE DAMAGE (Anyone lire) I , COMBINED SINGLE LIMIT S $1,000.000 DRE23-03686-98-9 9/1/98 9/1/01 BOOIL Y INJURY (per person) NON-oWNED AUTOS Any auto owned or leas by the named Insured while operated y employees of e named ill~UI t:J. I' BODILY INJURY . (Per accldenl) : PROPERTY DAMAGE AUTO ONLY. EA ACCIDENT S OTHER THAN AUTO ONLY: EACH ACCIDENT : S UMBRELLA FORM OTHER THAN UMBRELLA FORM WORKERS COMPENSATION AND EMPLOYERS' LIABILITY EACH OCCURRENCE AGGREGATE THE PROPRIETOR! PARTNERSlEXECUTIVE OFFICERS ARE: OTHER INeL EXCl EL DISEASE. POLICY LIMIT S , EL DISEASE. EA EMPLOYEE! S $1,000,000 $1,000.000 $1.000,000 :.~ ~~'. ,'. B DRE23-03684-98-8 9/1/98 9/1/01 / / ~ \ q \\ DESCRIPTION OF OPERA TIONSlLOCA TIONSlVEHICLESlSPEC1AL ITEMS Certificate Holder is an additional insured as their interst appears. County of Monroe 5100 College Blvd. Public Service BuildinQ WinQ II. Room 214 Key West, FL 33040 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL ENDEAVOR TO MAIL ~ DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT. BUT FAILURE TO MAIL SUCH NonCE SHALL IMPOSE NO OBLIGATION OR LIABILITY y, ITS AGENTS OR REPRESENTATIVES. .. f!jACOROCOf'{PQBATIP'N''j#813 ~-:tf~,'t.::.';;.~ ~.~'t'~~-7t-\'/:'f::\?'.f-~- .~~.._:.~.. . ;(~i" .:'.,:..., ~. . &qUCllt For Waiver of Insurance Requirements ~i\pri' 22. 1~~.1 .... CLX I~.":~ \{\t01?!/~ ~\\~1l'\ <( MONROE COUNTY, FLOR!;J[\ It is requested LfuJ.L lhe insur-cillce requirements; as specified In the County', Schedule of Insurance Requlremcnts. be waLvcdor modified on the following conLracl <;ontractor. Enterprise LeasinS-fompanv. a Flnr;nA rnrporat~on '.~ . ,..-.............,'.. , Con(mct for: ..' . Address or Conlr.1ctor: ( 215~ N. State Road 7 3.'......, IJ~ .". .:'~. .J'i!~~.._:. tauderd~le.,;'r;aKes.~.".'F'L'~ 33313 , '-'_'or;': .. ,.,. .' '" PhQnc: , (951l) 486-1234 , Scope ofWor~ fire and extended coverage insurance on fi~ed,improvements. Paragraph 15 (a). I:, . ~ '. . '" Rc.xson for Waiver: :- '." ",: . ~- ....-..., ''''~. .-?- ~~<\ .less~:~~)i:s.':,se1fi'ns:ured for such items. '.., !.,: .r-, ~ .. .:~..'...'.:._~-.,....,..!...h,..h.. J.". ",~'J;:'"". ........... i ~..". ....' t'!}.' Signature or Contractor. '::. :if'~"..t~:-,.:P') - ~ ~ PresldenVGeneral Manager APP, - .Y. <;?:ty NOl Apptov<<! · .(1-,,~ ~ ~C07--- , . J~J,--'J I cls. .. '. ' . . lUsk ~gomcnt Da(c . , 'r .' . / / <;:ounty Admin~tra(Qr4ppc;ll:, . .... .... : ..t ..-,"_, I' . , . ~r-"....~ Apprpy<#. .' .. 'Not Approved: '. Ptllc: ~ L~' ~ . ,;...-.,',_.:.. . "" ";_".~, .', ..;.. ", .:' ~oard or Countt.comrnissioncrs appeal: ApprOVed: Not Approved; Meeting Date: ' W AlVeR