Item C25 C.25
t, BOARD OF COUNTY COMMISSIONERS
County of Monroe Mayor Sylvia Murphy,District 5
The Florida Keys � � �l'U � Mayor Pro Tern Danny Kolhage,District 1
�pw° Michelle Coldiron,District 2
Heather Carruthers,District 3
David Rice,District 4
County Commission Meeting
October 16, 2019
Agenda Item Number: C25
Agenda Item Summary #6155
BULK ITEM: Yes DEPARTMENT: Airports
TIME APPROXIMATE: STAFF CONTACT: Richard Strickland (305) 809-5200
no
AGENDA ITEM WORDING: Approval to award bid and enter into a Rental Car Concession with
Enterprise Leasing Company of Florida, LLC at the Key West International Airport.
ITEM BACKGROUND: Enterprise Leasing Company of Florida was the only company to submit
a proposal at the bid opening held on September 26, 2019.
PREVIOUS RELEVANT BOCC ACTION: On May 22, 2019, the BOCC granted approval to
advertise a request for proposals for rental car concession at the Key West International Airport.
CONTRACT/AGREEMENT CHANGES:
new agreement
STAFF RECOMMENDATION: Approval.
DOCUMENTATION:
Enterprise Leasing Company rental car concession
FINANCIAL IMPACT:
Effective Date:
Expiration Date:
Total Dollar Value of Contract:
Total Cost to County: 0
Current Year Portion:
Budgeted:
Source of Funds:
CPI:
Indirect Costs:
Packet Pg. 688
C.25
Estimated Ongoing Costs Not Included in above dollar amounts:
Revenue Producing: yes If yes, amount: $2,218.32/yr. counter space/$51,100/yr.
parking spaces/10% of gross revenue or a minimum of$241,300/yr.
Grant:
County Match:
Insurance Required: yes
Additional Details:
REVIEWED BY:
Richard Strickland Completed 09/30/2019 4:31 PM
Pedro Mercado Completed 09/30/2019 5:21 PM
Budget and Finance Completed 10/01/2019 10:08 AM
Maria Slavik Completed 10/01/2019 11:08 AM
Kathy Peters Completed 10/01/2019 11:14 AM
Board of County Commissioners Pending 10/16/2019 9:00 AM
Packet Pg. 689
0 UOISSOOUOD a D MUO a 6 A � UOISSOOuoo a o f �aea a dwoo uis e-I esijdj8 ua : �OW43 CD� rn
LO co
N
ci a
� s a
c }
c N
Q �
E O a
0
zE It
C M
Z ro
Q L N
O ) N
m N t
a0-+ > '�
WN ro s° a
U EL
a) � o }
z a)
a O L c� cs
U Q � }
O GC N
LU M Q � i i cn -0
U zLU U A u >
QLUQ Q LU 0
N � = ,�-I Z � rn a
LL Q (A W a p N } 0
c W z m } >
Q ON
~ Z Q a m
LU J W 0 w CO
in
= Q W W N 72
m � � a C � J
W J a a
W Z `n
a
H L o .!n o
Q _O N u —
Q J L- a u o
z X 0 L
0
LULUa o
-a V
a �
IL C p)
O p o Q -�
Z zE � a
W a u } } ' L
J w 0 ¢ N
N Z N -a
H rn t u -0
J a >in Q
Q L a + V con
(n d N >` C3
Q } L o Co
Q) } o N
LU O L N
V
t
m H LO CO
0 UOISSOOUOD a D MUO a 6 A � UOISSOOuoo a o f �aea a dwoo uis e-1 esijdj8 ua : �OW43 r
� rn
LIM cc
N
ci a
m
d
Q S:�
¢�
i
C �
rtl CL-
z �
0 M mm CIO
U �:;�
U
N CIOt�
.00
as
[►� U 4 . o E
;,
ILI
ca =
z
a�
z �D � •.
U a
V x :D usrA
O Cu/� A C
s
o
..... j acn
>
0 0
0.
Q �
I
C.25.a
RENTAL CAR CONCESSION
Enterprise Leasing Company of Florida, LLC
MONROE COUNTY
THIS AGREEMENT, hereinafter "Agreement" is made and entered into this 16th day of
October, 2019 by and between MONROE COUNTY, a political subdivision of the State of Florida,
whose address in 1100 Simonton Street,Key West,Florida 33040,hereinafter"County"or"Lessor"and
Enterprise Leasing Company of Florida, LLC, a Delaware limited liability company, whose address is e
5105 Johnson Road, Coconut Creek, FL 33073,hereinafter"Concessionaire".
e
WHEREAS, Lessor desires to grant to Concessionaire a non-exclusive right to operate an
automobile rental concession at and from Key West International Airport at Key West, Florida
hereinafter"Airport";and
WHEREAS, Lessor and Concessionaire desire, in connection with said operations, to provide
for the leasing by Lessor to Concessionaire of certain space in and around the Airline Terminal at the
Airport for the establishment of a Rental Car Concession to accommodate the Concessionaire'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; 3
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 Concessionaire for its use rental car counter space g
#142 located in the passenger arrivals area at the Key West International Airport(KWIA),containing 36
square feet and said space being designated"Auto Rental Car Counter,"as shown on Exhibit A,attached
hereto and made a part hereof; and fourteen (14) rental car ready spaces in the parking lot, in the areas
designated on Exhibit B as "Rental Car Ready Area".
2. Term - This Agreement is from November 1, 2019 and terminating on December 31
2022. If during the term of this agreement an existing rental car concession agreement shall become
available, the Director of Airports shall have authority at his sole discretion to reallocate additional
counter spaces and/or parking spaces based upon equitable percentage of market share review and/or
utilization to the Concessionaire hereunder. e
U
3. Rental and Fees-Concessionaire,for and during the term hereof,shall pay to Lessor for U)
the use and occupancy of said Premises and for the rights and privileges herein granted at the following
scheduled rates and fees:
(a) Counter Space Rental: Rental Car Counter space shall be paid at the rate of 1$ 84.86 per
month, plus tax, which includes rental car counter space #142 as shown on Exhibit A, the area
immediately outside of rental car counter space #142, and the interior wall of space #142. On the
anniversary date of this Agreement this rate will be adjusted annually by a percentage equal to the
percentage increase in the CPI-U for urban consumers for the preceding calendar year. In the event of a E
deflationary CPI,no adjustment in the rental rates will be made.
(b) Rent shall be paid in equal monthly installments, all of which shall be due and payable
on or before the first day of each calendar month during which this Agreement is in effect. Upon the
failure of Concessionaire to pay rent or concession fees when due,the County will be entitled to charge
and collect, and Concessionaire will be obligated to pay,a late fee equal to the Federal Reserve Bank of
i
Packet Pg. 692
C.25.a
New York prime rate in effect on the date of delinquency plus four percent (FRBNY prime + 4%) or
twelve percent (12%) per annum, whichever is greater. The acceptance by the County of the overdue
rental or fee installment plus applicable late fees shall cure what would otherwise constitute a default by
Concessionaire under the terms of this lease. The County,at its option,however,may refuse a proffered
overdue rental or fee installment and late fees,declare a default, and proceed according to paragraph 21
of this lease. In the event that any check, draft, or negotiable instrument by which Concessionaire has
tendered any rent or fee payment is returned to the County and not honored, whether for insufficient
funds or other reason,the County will be entitled to charge and collect, in addition to any applicable late c
payment fees as provided above, a fee of Twenty-five Dollars ($25.00) if the check was under$50.00„
if the check was $50.00 but under $300 the fee is Thirty Dollars ($30.00) and for checks $300 and U,
greater the fee is Forty Dollars ($40.00) OR 5% of the check amount whichever is GREATER. Such
penalty fee shall also be in addition to the amount of rent or fee due. The acceptance by the County of
the rental or fee payment plus any applicable late fee and penalties following the receipt of a dishonored U
instrument shall cure what would otherwise constitute a default under the terms of this lease. The
County, at its option, however, may refuse any proffered rental or fee installment and applicable late
fees and penalties,declare a default,and proceed according to paragraph 20 of this lease.
(c) Rental Car Ready Spaces: Fourteen (14) Rental Car Ready Spaces at the rate of$10.00
per day per space rent plus sales tax.
(d) Concession Fee: Guaranteed minimum annual concession fee for each contract year of
the Concession Agreement shall be$241,304.00.The Concessionaire agrees to pay monthly,on or before
the fifteenth day of each calendar month, ten (10) percent of gross revenues for the previous month or
one twelfth (1/12) the guaranteed annual minimum, whichever is greater. In the event the County
determines that the total amount paid during a calendar year (January I — December 31) period under
this method exceeds ten (10)percent of gross revenues or the annual minimum guarantee, whichever is (n
greater, for that calendar year period,an adjustment will be made to the monthly concession amount due
at the first available opportunity following said determination of the subsequent calendar year period.
(e) Customer Facility Char es: Upon written notice from the County that the Monroe County
Board of County Commissioners has authorized the implementation of a Customer Facility Charge at
KWIA to pay for future proposed improvements, renovations, upgrades and/or modifications to rental
car facilities at KWIA, Concessionaire shall be obligated to collect said charge as of the effective date
of the notice. Upon said effective date, Concessionaire shall collect a daily Customer Facility Charge on
all vehicle rental transactions with KWIA Airport Customers and shall continue to collect and remit said
charge until such time as Concessionaire receives written notice form the County to discontinue c
collection. The Customer Facility Charge shall be identified on a separate line below the sales tax line U
on the customer's rental contract, in the amount established from time to time by County and shall be
described as the"Customer Facility Charge"or"CFC." CFC fees shall be excluded from the definition
of gross revenues.Concessionaire 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 Concessionaire from the person who rented the vehicle. If Concessionaire fails to
collect the Customer Facility Charge from its customers in the amount established for collection by
County, Concessionaire shall nonetheless be liable to County for payment of the Customer Facility
Charge proceeds that should have been collected. If Concessionaire fails to remit any Customer Facility
Charge proceeds to County, Concessionaire also shall be liable to County for payment of the Customer
Facility Charge proceeds that should have been remitted. Concessionaire further acknowledges and
agrees that County shall be entitled to the specific enforcement of the provisions of this Section 3(e) and
waives any defense it may have to a lawsuit brought by County or any other party in interest for
Concessionaire's specific performance of its obligations hereunder.
2
Packet Pg. 693
C.25.a
Concessionaire agrees that(i)Customer Facility Charge proceeds are not income,revenue or any
other asset of Concessionaire;(ii)Concessionaire has no ownership or property interest in such Customer
Facility Charge proceeds;and(iii)Concessionaire hereby waives any claim to a possessory or ownership
interest in Customer Facility Charge proceeds. Concessionaire 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.,
Concessionaire 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
Concessionaire must, as a matter of law, establish a separate account into which all Customer Facility g
aU)
Charge proceeds must be deposited,or(b)it is determined,by a court of competent jurisdiction,that the U)
failure to maintain the Customer Facility Charge proceeds in a separate account imperils the trust nature
of the relationship created by this Section 3(e) and potentially subjects any Customer Facility Charge U
proceeds held by Concessionaire to a claim (or potential claim) by Concessionaire's creditors, whether
in bankruptcy or otherwise,then, in that event, County shall have the right to require Concessionaire 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 Concessionaire shall
inure to the benefit of,and be payable to,County.
Concessionaire shall remit the Customer Facility Charge proceeds held by Concessionaire to 3
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 Concessionaire must, as a matter of law, remit the Customer Facility Charge
proceeds more frequently, Concessionaire shall remit such funds with such frequency as required, but
Concessionaire shall not otherwise be required to report or reconcile the amounts remitted other than on .2
a monthly in arrears basis on or before the first day of each month. Concessionaire 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,Concessionaire 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.
Concessionaire shall maintain records and controls that are sufficient to demonstrate the
correctness of the Customer Facility Charge proceeds collected by Concessionaire 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.
(f). Security_Options. To provide security for rents, charges and payments required hereunder,
Concessionaire will comply with either of the following two options and maintain such security in effect U)
during the term of this Agreement:
L Concessionaire will post with the County a separate Concession Bond to be maintained throughout
the term of this Agreement in an amount approximately equal to the fees and charges payable to the
County hereunder for a period of three months,which shall equal$100,000.00. Such bond will be issued
by a surety company acceptable to County and authorized to do business in the State of Florida,and will
be in a form and content satisfactory to County;
OR E
ii. Concessionaire will deliver to County a separate irrevocable letter of credit drawn in favor of County
upon a bank which satisfactory to County and which is authorized to do business in the State of Florida.
Said irrevocable letter of credit will be in an amount equal to the estimated fees and charges payable to
County hereunder for a period of three months which shall equal $100,000.00.
3
Packet Pg. 694
C.25.a
(g). Satisfactogy Performance. Any release of liability of the surety bond or irrevocable letter of
credit required pursuant to Article 3.(f)above will be conditioned on the satisfactory performance of all
terms, conditions, and covenants contained herein throughout the entire term of this Agreement and
continue one year thereafter. Notwithstanding the above,these security requirements will at all times be
current. Upon termination of this Agreement, the release of liability of the surety bond or Irrevocable
Letter of Credit will not occur until the County has successfully conducted an audit in accordance with
Article 5 hereof and Concessionaire has paid Authority all amounts due and owing in full.
0
4. Definition of Gross Revenues-As used herein,the term"gross revenues"shall mean the
total charges for time, mileage, any and all insurance coverage charged to the renter, any and all fees, g
plans, charges or surcharges, services or products of any kind whatsoever including but not limited to
roadside service fees,road side service plans,drop off fees, fuel fees,received or receivable,whether by
cash or credit, before any federal, state or local tax and after any discount specifically shown on the car
rental agreement for the rental of all motor vehicles by the operator to customers picked up at the airport
for and in connection with the rental of a motor vehicle regardless of where the payment is made or
where the vehicle is returned. It is the intent of the County that the definition of gross revenues be
construed as broadly as permitted by law and that the only exclusions to the definition of gross revenues
shall be CF'C fees and state,federal and local taxes.The Concessionaire for the purpose of its concession
rentals shall report all income, both cash and credit, in a monthly gross revenues statement submitted
with its payment.
Concession Recovery Fee. County will allow Concessionaire to charge its customers a
proportionate share of the concession fee paid by Concessionaire to County based on a percentage (not
to exceed 11.11%) of all items leased or sold to the customer that fall within the definition of items
composing "Gross Revenue" as defined in Section 4, so long as Concessionaire meets ALL of the g
following conditions. a
(a) Fee shall be titled "Concession Recovery Fee."
(b) Fee shall not be included, associated with, or implied as a tax on the customer invoice.
(c) Fee shall not be identified, implied, or referred to as a tax or any County imposed charge by
anyone employed by or associated with Concessionaire, including counter personnel and
reservation agents.
5. Accounting Procedures-The Concessionaire shall keep records of all sales and revenues,
whether for cash or credit, whether collected or not from its operations in a manner generally accepted
as standard to the automobile rental industry located on Airports. Concessionaire agrees to operate its U
business upon the Airport so that a duplicate rental agreement invoice, serially pre-numbered, shall be
issued for each sale or transaction whether for cash or credit. Concessionaire further agrees that it will U)
make available to Monroe County, a full and complete book of accounts and other records required by
the County to provide a true account of all revenues pertaining to its operations under the provisions
hereof. The County, acting through the Monroe County Clerk of Courts or other authorized
representative,shall have the right to inspect and audit the Concessionaire's books of accounts and other
records directly generated at the Key West International Airport office or otherwise pertaining directly W
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 Agreement terminated. The Concessionaire retains the right to have its
controller or a representative assigned by its controller to be present during any inspection or audit by
the County. Ten (10) business days' notice must be given of intent to audit by the County to allow
Concessionaire's controller sufficient time to schedule said presence.
4
Packet Pg. 695
C.25.a
6. Investment by the Concessionaire-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.
A
7. Leasehold Improvements-Concessionaire has the right during the term hereof,at its own
expense, at any time from time to time, to install, maintain,operate, repair and replace any and all trade
fixtures and other personal property useful from time to time in connection with its operation on the e
Airport, all of which shall be and remain the property of Concessionaire and may be removed by
Concessionaire prior to or within a reasonable time after expiration of the term of this agreement; g
provided,however,that Concessionaire shall repair any damage to the premises caused by such removal. a
The failure to remove trade fixtures or other personal property shall not constitute Concessionaire a hold-
over, but all such property not removed within ten (10) days after Concessionaire receives a written
demand for such removal shall be deemed abandoned and thereupon shall be the sole property of the
Lessor.
Leasehold improvements shall include any installation of walls, partitions, doors and windows,
any electrical wiring, panels, conduits, service connections, receptacles or lighting fixtures attached to
walls,partitions, ceilings or floor, all interior finish to floors, walls, doors, windows or ceilings; and all
floor treatments or coverings, other than carpeting, that is affixed to floors; sanitary disposal lines and
sinks, commodes, and garbage disposal units; all heating, air treatment or ventilating distribution
systems, including pipes, ducts, vent hoods, air handling units and hot water generators; and all
refrigerator rooms or vaults and refrigerated waste rooms including refrigeration or ventilating
equipment included with same. Any furniture,fixtures,equipment,carpeting and draperies not classified
as leasehold improvements above shall be the personal property of the Concessionaire. g
U)
8. Damage and Injury - Concessionaire covenants that it and all of its agents, servants,
employees, and independent Concessionaires 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 U
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 U)
be caused by or result from any of the activities,omission,or operations of the Concessionaire,its agents,
servants, or employees on the Airport.
T
9. Other Development of Airport - Monroe County reserves the right to further develop or
improve the landing area of the Airport as its sees fit, regardless of the desires or views of the
Concessionaire, and without interference or hindrance; provided, however, that in no event can the
County deprive the Concessionaire of reasonable and direct routes of ingress and egress to the premises.
10. Terminal Area Planning- Concessionaire acknowledges that Monroe County has Master
Plans including terminal area revisions. Concessionaire 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.
5
Packet Pg. 696
C.25.a
11. Concessionaire's Obli atsz ions - Concessionaire covenants and agrees:
(a) to pay the rent and other charges herein reserved at such times and places as the same are
payable;
(b) to make no alterations, additions or improvements to the demised premises without the
prior written consent of Lessor,which consent shall be not be unreasonably withheld;
(c) to keep and maintain the demised premises in good condition,order and repair during the
term of this agreement, and to surrender the same upon the expiration of the term in the condition in
which they are required to be kept, reasonable wear and tear and damage by casualty, not caused by e
Concessionaire's negligence, riot and civil commotion,excepted;
(d) to observe and comply with any and all requirements of the constituted public authorities a
and with all federal, state or local statutes, ordinances, regulations, and standards applicable to
Concessionaire or its use of the demised premises, including, but not limited to, rules and regulations U
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 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. Lessor's Inspection and Maintenance - Lessor and its authorized officers, employees,
agents, Concessionaires,subConcessionaires 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 g
any time in case of emergency) to determine whether Concessionaire 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 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 Concessionaire, 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, Concessionaire or third parties, as a result of the exercise by Lessor of its rights U
hereunder,and the repair of all damage to such fixed improvements caused thereby,shall be borne solely
by Lessor. U)
13. Indemnification/Hold Harmless-Notwithstanding any minimum insurance requirements
prescribed elsewhere in this agreement,Concessionaire shall defend,indemnify and hold the County and
the County's elected and appointed officers and employees harmless from and against (i) any claims,
actions or causes of action,(ii)any litigation,administrative proceedings,appellate proceedings,or other
proceedings relating to any type of injury (including death), loss, damage, fine, penalty or business
interruption,and(iii)any costs or expenses(including,without limitation,costs of remediation and costs
of additional security measures that the Federal Aviation Administration, the Transportation Security
Administration or any other governmental agency requires by reason of,or in connection with a violation
of any federal law or regulation, attorney's fees and costs, court costs, fines and penalties)that may be
asserted against, initiated with respect to, or sustained by, any indemnified party by reason of, or in
connection with, (A) any activity of Concessionaire or any of its employees, agents, Concessionaires or
6
Packet Pg. 697
C.25.a
other invitees during the term of this Agreement, (B) the negligence or willful misconduct of
Concessionaire or any of its employees, agents, Concessionaires or other invitees, or (C)
Concessionaire's default in respect of any of the obligations that it undertakes under the terms of this
Agreement, 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, Concessionaires or invitees (other than Concessionaire). Insofar as the claims,
actions,causes of action, litigation,proceedings,costs or expenses relate to events or circumstances that
occur during the term of this Agreement,this Section will survive the expiration of the term of this lease
0
or any earlier termination of this Agreement.
14, General Insurance Requirements - Prior to the commencement of work governed by this a
Agreement, the Concessionaire shall obtain, at his/her own expense, insurance as specified below. The
Concessionaire will ensure that the insurance obtained will extend protection to all Concessionaires
engaged by the Concessionaire.
The Concessionaire will not be permitted to commence work governed by this Agreement
(including pre-staging of personnel and material) until satisfactory evidence of the required insurance
has been furnished to the County as specified below.
The Concessionaire shall maintain the required insurance throughout the entire term of this
Agreement 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 Concessionaire and its
Concessionaires until the required insurance has been reinstated or replaced.
The Concessionaire 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 g
Agreement.
All insurance policies must specify that they are not subject to cancellation,non-renewal,
material change,or reduction in coverage unless a minimum of thirty(30)days prior notification is given
to the County by the insurer. The acceptance and/or approval of the Concessionaire's insurance shall not
be construed as relieving the Concessionaire from any liability or obligation assumed under this
Agreement or imposed by law.
The Monroe County Board of County Commissioners, its employees and officials will be
included as "Additional Insured" on all policies, except for Workers' Compensation.
Any deviations from these General Insurance Requirements must be requested in writing
on the County prepared form entitled "Request for Waiver of Insurance Requirements" and approved by U
Monroe County Risk Management.
U)
a) General Liability Insurance - Coverage shall be maintained throughout the life of
this Agreement and include,as a minimum: Premises Operations, Products and Completed Operations,
Blanket Contractual Liability, Personal Injury Liability and Expanded Definition of Property Damage.
The minimum limits acceptable shall be: $1,000,000 Combined Single Limit(CSL).
If split limits are provided,the minimum limits acceptable shall be: $500,000 per Person, W
$1,000,000 per Occurrence,$100,000 Property Damage.
An Occurrence Form policy is preferred. if coverage is provided on a Claims Made
policy, its provisions should include coverage for claims filed on or after the effective date of this
Agreement. In addition, the period for which claims may be reported should extend for a minimum of
twelve(12)months following the acceptance of work by the County.
7
Packet Pg. 698
C.25.a
b) Workers' Compensation - Prior to the commencement of work governed by this
Agreement, the Concessionaire shall obtain Workers' Compensation Insurance with limits sufficient to
respond to the applicable state statutes. In addition,the Concessionaire shall obtain Employers'Liability
Insurance with limits of not less than: $1,000,000 Bodily Injury by Accident, $1,000,000 Bodily Injury
by Disease,policy limits,and$1,000,000 Bodily Injury by Disease, each employee.
Coverage shall be maintained throughout the entire term of this Agreement and shall be
provided by a company or companies authorized to transact business in the state of Florida.
If the Concessionaire has been approved by the Florida's Department of Labor, as an e
authorized self-insurer, the County shall recognize and honor the Concessionaire's status. The
Concessionaire may be required to submit a Letter of Authorization issued by the Department of Labor g
and a Certificate of Insurance,providing details on the Concessionaire's Excess Insurance Program.
If the Concessionaire participates in a self-insurance fund, a Certificate of Insurance will
be required. In addition, the Concessionaire may be required to submit updated financial statements
from the fund upon request from the County.
�s
c) Vehicle Liability - Recognizing that the work governed by this Agreement
requires the use of vehicles, the Concessionaire, prior to the commencement of work, shall obtain
Vehicle Liability Insurance. Coverage shall be maintained throughout the life of this Agreement and
include, as a minimum, liability coverage for: Owned,Non-Owned,and Hired Vehicles. The minimum
limits acceptable shall be: $1,000,000 Combined Single Limit (CSL). If split limits are provided, the
minimum limits acceptable shall be: $ 500,000 per Person, $1,000,000 per Occurrence, $100,000
Property Damage.
d) Any deviations from these General Insurance Requirements must be requested in g
writing on the County prepared form entitled "Request for Waiver of Insurance Requirements" and be
approved by Monroe County Risk Management.
0
e) Concessionaire shall carry fire and extended coverage insurance,if obtainable,on
all fixed improvements erected by Concessionaire 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 Concessionaire's original cost of constructing said fixed
improvements.
0
U
15. Non-Discrimination - CONCESSIONAIRE and COUNTY agree that there will be no
discrimination against any person, and it is expressly understood that upon a determination by a court of U)
competent jurisdiction that discrimination has occurred, this Agreement automatically terminates
without any further action on the part of any party, effective the date of the court order.
CONCESSIONAIRE and COUNTY agree 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
VII of the Civil Rights Act of 1964 (PL 88-352) which prohibits discrimination in employment on the W
basis of race,color, religion,sex, and national origin;2)Title IX of the Education Amendment of 1972,
as amended(20 USC ss. 1681-1683,and 1685-1686),which prohibits discrimination on the basis of sex;
3) Section 504 of the Rehabilitation Act of 1973, as amended (20 USC s. 794), which prohibits
discrimination on the basis of handicaps; 4)The Age Discrimination Act of 1975, as amended(42 USC
ss. 6101- 6107) which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and
Treatment Act of 1972 (PL 92-255), as amended, relating to nondiscrimination on the basis of drug
abuse;6)The Comprehensive Alcohol Abuse and Alcoholism Prevention,Treatment and Rehabilitation
8
Packet Pg. 699
C.25.a
Act of 1970 (PL 91-616), as amended, relating to nondiscrimination on the basis of alcohol abuse or
alcoholism; 7)The Public Health Service Act of 1912,ss. 523 and 527 (42 USC ss. 690dd-3 and 290ee-
3), as amended, relating to confidentiality of alcohol and drug abuse patient records; 8)Title VIII of the
Civil Rights Act of 1968 (42 USC s.3601 et seq.), as amended,relating to nondiscrimination in the sale,
rental or financing of housing; 9)The Americans with Disabilities Act of 1990(42 USC s. 12101 Note),
as may be amended from time to time, relating to nondiscrimination on the basis of disability; 10)
Monroe County Code, Chapter 14, Article II, which prohibits discrimination on the basis of race, color,
sex, religion, disability, national origin, ancestry, sexual orientation, gender identity or expression, e
familial status or age; 11)Any other nondiscrimination provisions in any Federal or state statutes which
may apply to the parties hereto, or the subject matter of,this Agreement. g
U)
U)
16. Rules and Regulations - Concessionaire agrees to observe and obey, during the term of
this Agreement, all laws, ordinances, rules and regulations, as the same may be amended from time to
time, promulgated and enforced by the County and by any other proper authority having jurisdiction
over the conduct of the operations at the Airport.
17. Furnishing of Service -The Concessionaire 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 3
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' Requirements - This lease shall be subject and subordinate to the U)
provisions of any existing or future agreement between the Lessor and the United States relative to the U)
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
Concessionaire 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.
19. Lessor's Covenants -The Lessor covenants and agrees that: U
(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 U)
(b) throughout the term hereof Concessionaire 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. Cancellation by Lessor-If any of the following events occur,the Concessionaire shall be
deemed to be in default of its obligations under the agreement, in which case Monroe County shall give
the Concessionaire notice in writing to cure such default within thirty (30) days,or the concession will E
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 Concessionaire 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
9
Packet Pg. 700
C.25.a
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 Concessionaire;
(b) if any order or decree of a court of competent jurisdiction, Concessionaire 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 g
or officer having jurisdiction, a receiver, trustee or liquidator shall take possession or control of all or
substantially all of the property of Concessionaire 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 Concessionaire 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 Concessionaire 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
Concessionaire of written demand from Lessor to do so;
(e) if Concessionaire 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 Concessionaire
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 Concessionaire of written demand from Lessor
to do so, then, if Concessionaire 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 g
with diligence the curing thereof; a
(f) if the Concessionaire shall desert or abandon the premises for seven(7)consecutive calendar
days;
(g)if the concession or the estate of the Concessionaire hereunder shall be transferred,subleased,
or assigned in any manner except in the manner as herein permitted;
(h) if the Concessionaire 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
Concessionaire does not waive his right to protest such tax,assessment,rent,rate or charge); or U
(i) if the Concessionaire 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 U)
of which the Concessionaire 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 Concessionaire shall not be permitted
to cure such default.
21. Additional Remedies- In the event of a breach or a threatened breach by Concessionaire W
of any of the agreements, terms, covenants and conditions hereof, the County shall have the right of
injunction to restrain said breach and to invoke any remedy allowed by law or equity, as if specific
remedies, indemnity or reimbursement were not herein provided. The rights and remedies given to
Monroe County are distinct, separate and cumulative, and no one of them, whether or not exercised by
the County,shall be deemed to be in exclusion of any of the others herein or by law or in equity provided.
No receipt of monies by Monroe County from Concessionaire after the cancellation or termination hereof
shall reinstate, continue or extend the term, or affect any notice previously given to Concessionaire, or
10
Packet Pg. 701
C.25.a
operate as a waiver of the right of the County to enforce the payment of rentals and other charges then
due or thereafter falling due, or operate as a waiver of the right of the County to recover possession of
the premises by suit or otherwise. It is agreed that, after the service of notice to cancel or terminate as
herein provided, or after the commencement of any proceeding, or after a final order for possession of
the premises, the County may demand and collect any monies due, or thereafter falling due, without in A
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 Concessionaire's liability hereunder. The
parties agree that any Iitigation arising out of the agreement shall be brought in Monroe County,Florida, o
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. Concessionaire shall pay any g
reasonable attorney's fees incurred by the County in the enforcement of the agreement other than through a
litigation, including but not limited to all costs and attorney's fees in collecting, bankruptcy or
reorganization proceedings, or appeal of any such matter.
22. Cancellation by Concessionaire-Concessionaire shall have the right upon written notice U
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 Concessionaire 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 Concessionaire and which is necessary for Concessionaire'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 g
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 Concessionaire 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 Concessionaire 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 Concessionaire 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; U
(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 U)
condition as to which Concessionaire 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 Concessionaire, 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 Concessionaire 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 W
prior condition within a reasonable time, then Concessionaire 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 Concessionaire;
(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
II
Packet Pg. 702
C.25.a
public emergency wherein there is a curtailment, either by executive decree or legislative action, of
normal civilian tragic 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 Concessionaire's normal business operations
or substantial diminution of Concessionaire'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,Concessionaire's 2
presently existing right to operate an automobile rental concession at the Airport is withdrawn,canceled,
terminated, or not renewed by Lessor;
(g) the taking of the whole or any part of the demised premises by the exercise of any right of g
condemnation or eminent domain; a
(h) if at any time during the basic term hereof or the option periods, the Airport or terminal
building is removed to a place more than three (3) road miles in distance from its present location.
(i) If at anytime Concessionaire 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 Concessionaire 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.
23. Concessionaire's Reserved Rights - Nothing contained in this Agreement shall limit or
restrict in any way such lawful rights as Concessionaire 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 g
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 Concessionaire's use and enjoyment of
the demised premises for the purposes hereinabove set forth;and Lessor hereby agrees to cooperate with
Concessionaire in maintenance of any just claim of said nature,and to refrain from hindering,opposing,
or obstructing the maintenance thereby by Concessionaire. 2,
24. Assignment and Subletting - The premises may not be sublet, in whole or in part, and
Concessionaire shall not assign this agreement without prior written consent of Lessor, nor permit any
transfer by operation of law of Concessionaire's interest created hereby, other than by merger or
consolidation. U,
25. Other Use - Concessionaire 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 - Concessionaire shall cause to be removed any and all liens of any nature arising
out of or because of any construction performed by Concessionaire or any of its Concessionaires or
subConcessionaires 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
Concessionaire.
27. Time - In computing Concessionaire'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
12
Packet Pg. 703
C.25.a
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 Concessionaire's control.
28. Paragraph Headings - Paragraph headings herein are intended only to assist in reading
identification and are not in limitation or enlargement of the content of any paragraph.
29. Notices - Any notice of other communication from either party to the other pursuant to W
this agreement is sufficiently given or communicated if sent by registered mail,with proper postage and o
registration fees prepaid,addressed to the party for whom intended, at the following addresses:
U)
U)
For Lessor: For Concessionaire: o
�s
County Administrator Enterprise Leasing Company of
1100 Simonton Street Florida, LLC
Key West, FL 33040 Attn: VP/GM
And 5105 Johnson Road
Director of Airports Coconut Creek, FL 33073
3491 So. Roosevelt Blvd. with a copy to
Key West, FL 33040 Enterprise Holdings
And Ann: Airport Properties & Relations
Monroe County Attorney's Office Department
1111 12th St., Suite 408 6000 Corporate Park Drive
Key West, Fl. 33040 St. Louis, MO 63105
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. Severability - if any term, covenant, condition or provision of this Agreement (or the
application thereof to any circumstance or person) shall be declared invalid or unenforceable to any
extent by a court of competent jurisdiction, the remaining terms, covenants, conditions and provisions
of this Agreement, shall not be affected thereby; and each remaining term, covenant, condition and
CL
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 U
would prevent the accomplishment of the original intent of this Agreement. The Lessor and
Concessionaire agree to reform the Agreement to replace any stricken provision with a valid provision U)
that comes as close as possible to the intent of the stricken provision.
31. Binding Effect-The terms,covenants,conditions,and provisions of this Agreement shall
bind and inure to the benefit of the County and Concessionaire and their respective legal representatives,
successors,and assigns
32. 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.
33. Adjudication of Disputes or Disagreements - County and Concessionaire agree that all
disputes and disagreements shall be attempted to be resolved by meet and confer sessions between
13
Packet Pg. 704
C.25.a
representatives of each of the parties. If no resolution can be agreed upon within 30 days after the first
meet and confer session,the issue or issues shall be discussed at a public meeting of the Board of County
Commissioners. If the issue or issues are still not resolved to the satisfaction of the parties, then any
party shall have the right to seek such relief or remedy as may be provided by this Agreement or by
Florida law.
°
34. Cooperation - In the event any administrative or legal proceeding is instituted against
either party relating to the formation, execution,performance,or breach of this Agreement, County and e
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 g
services under this Agreement. County and Concessionaire specifically agree that no party to this
Agreement shall be required to enter into any arbitration proceedings related to this Agreement.
0
�s
35. 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.
3
36. No Solicitation/Payment - 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 g
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.
37. Public Records Compliance - Contractor must comply with Florida public records laws,
including but not limited to Chapter 119, Florida Statutes and Section 24 of article I of the Constitution
of Florida. The County and Contractor shall allow and permit reasonable access to, and inspection of,
CL
all documents, records, papers, letters or other "public record" materials in its possession or under its
control subject to the provisions of Chapter 119, Florida Statutes, and made or received by the County U
and Contractor in conjunction with this contract and related to contract performance. The County shall
have the right to unilaterally cancel this contract upon violation of this provision by the Contractor. U)
Failure of the Contractor to abide by the terms of this provision shall be deemed a material breach of this
contract and the County may enforce the terms of this provision in the form of a court proceeding and
shall, as a prevailing party, be entitled to reimbursement of all attorney's fees and costs associated with
that proceeding. This provision shall survive any termination or expiration of the contract.
The Contractor is encouraged to consult with its advisors about Florida Public Records Law in W
order to comply with this provision.
Pursuant to F.S. 119.0701 and the terms and conditions of this contract,the Contractor is required
to;
(1) Keep and maintain public records that would be required by the County to perform the
service.
14
Packet Pg. 705
C.25.a
(2) Upon receipt from the County's custodian of records, provide the County with a copy
of the requested records or allow the records to be inspected or copied within a reasonable time at a cost
that does not exceed the cost provided in this chapter or as otherwise provided by law.
(3) Ensure that public records that are exempt or confidential and exempt from public records
disclosure requirements are not disclosed except as authorized by law for the duration of the contract A
term and following completion of the contract if the contractor does not transfer the records to the
County.
(4) Upon completion of the contract, transfer, at no cost, to the County all public records in e
possession of the Contractor or keep and maintain public records that would be required by the County
to perform the service. If the Contractor transfers all public records to the County upon completion of g
the contract, the Contractor shall destroy any duplicate public records that are exempt or confidential a
and exempt from public records disclosure requirements. If the Contractor keeps and maintains public
records upon completion of the contract, the Contractor shall meet all applicable requirements for
retaining public records. All records stored electronically must be provided to the County,upon request
from the County's custodian of records, in a format that is compatible with the information technology
systems of the County.
(5) A request to inspect or copy public records relating to a County contract must be made
directly to the County, but if the County does not possess the requested records, the County shall
immediately notify the Contractor of the request, and the Contractor must provide the records to the
County or allow the records to be inspected or copied within a reasonable time.
IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF
CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC
RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC
RECORDS, BRIAN BRADLEY,AT(305) 292-3470.
38. Non-Waiver of Immunity - 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.
39. Privileges and Immunities - All of the privileges and immunities from liability,
exemptions from laws,ordinances,and rules and pensions and relief,disability,workers' compensation, U
and other benefits which apply to the activity of officers, agents, or employees of any public agents or
employees of the County, when performing their respective functions under this Agreement within the U)
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.
40. Legal Obligations and Responsibilities: Non-Delegation of Constitutional or Statutory W
Duties. This Agreement is not intended to, nor shall it be construed as,relieving any participating entity
from any obligation or responsibility imposed upon the entity by law except to the extent of actual and
timely performance thereof by any participating entity, in which case the performance may be offered
in satisfaction of the obligation or responsibility. Further,this Agreement is not intended to, nor shall it
be construed as,authorizing the delegation of the constitutional or statutory duties of the County,except
to the extent permitted by the Florida constitution, state statute, and case law.
15
Packet Pg. 706
C.25.a
41. 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, or employee of either shall
have the authority to inform, counsel, or otherwise indicate that any particular individual or group of
individuals, entity or entities, have entitlements or benefits under this Agreement separate and apart,
inferior to, or superior to the community in general or for the purposes contemplated in this Agreement.
42. No Personal Liability - No covenant or agreement contained herein shall be deemed to
be a covenant or agreement of any member, officer,agent or employee of Monroe County in his or her
individual capacity, and no member, officer, agent or employee of Monroe County shall be liable
personally on this Agreement or be subject to any personal liability or accountability by reason of the
execution of this Agreement.
�s
43. Execution in Counterparts - This Agreement may be executed in any number of U
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 singing any
such counterpart.
3
44. 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.
45. 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 g
agreement are nonexclusive and the Lessor herein reserves the right to grant similar privileges to another
Concessionaire or other Concessionaires on other parts of the Airport.
0
46. Airport Security
a) General. The federal Transportation Security Administration is the federal agency primarily
responsible for overseeing the security measures utilized by the airport owner pursuant to the relevant
provisions of Chapter 49, United States Code, and regulations adopted under the authority of the Code,
including but not limited to 49 CFR 1540, et seq. Violations of the statutes or regulations may result in
severe civil monetary penalties being assessed against the airport operator. It is the intent of the airport
operator that the burdens and consequences of any security violations imposed upon the airport operator U
as a result of actions by an airport tenant or the airport tenant's employees, agents, invitees, or licensees
shall be borne by the airport tenant. U,
b)Airport Tenant Defined. An airport tenant means any person,entity,organization,partnership,
corporation,or other legal association that has an agreement with the airport operator to conduct business
on airport property.The term also includes an airport tenant as defined in 49 CFR 1540.5. Each signatory
to this Agreement, other than the airport operator, is an airport tenant.
c)Airport Operator Defined. As used in this Agreement,airport operator means Monroe County,
Florida, its elected and appointed officers, and its employees.
d) Airport Property Defined. Airport property shall mean the property owned or leased by, or
being lawfully used by,the airport operator for civil aviation and airport-related purposes. For purposes
16
Packet Pg. 707
C.25.a
of this Agreement, airport property is the property generally referred to as the Key West International
Airport,the Florida Keys Marathon International Airport, or both as may be set forth in this Agreement.
e) Inspection Authority. The airport tenant agrees to allow Transportation Security
Administration (TSA) authorized personnel, at any time or any place, to make inspections or tests,
including copying records, to determine compliance of the airport operator or airport tenant with the
applicable security requirements of Chapter 49, United States Code, and 49 CFR 1540, et seq.
f)Airport Security Program.The airport tenant agrees to become familiar,to the extent permitted
by the airport operator, with the Airport Security Program promulgated by the airport operator and
approved by TSA, and also agrees to conform its' operations and business activities to the requirements
of the Airport Security Program.
0
�s
g) Tenant Security Program. If permitted under TSA regulations, the airport tenant may
voluntarily undertake to maintain an Airport Tenant Security Program as referred to in 49 CFR 1542.113.
If the airport tenant voluntarily promulgates an Airport Tenant Security Program that is approved by
TSA, such program, as may be amended and approved from time to time, shall be automatically
incorporated into this Agreement.
3
h) Breach of Agreement. Should TSA determine that the airport tenant or one or more of the
airport tenant's employees, agents, invitees, or licensees has committed an act or omitted to act as
required, and such act or omission is a violation which results in TSA imposing a civil penalty against
the airport operator in accordance with TSA's Enforcement Sanction Guidance Policy, such
determination and imposition of a civil penalty by TSA shall be considered a significant breach of this g
Agreement. a
(1). Minimum Violation. If the violation is the first or second violation attributed to the airport
tenant and is a civil penalty "minimum violation" as provided for in TSA's Enforcement Sanction
Guidance Policy, the airport tenant may cure the breach by paying to the airport operator the total costs
incurred by the airport operator, including any fines or penalties imposed, in investigating, defending,
mitigating, compromising, or taking of remedial measures as may be agreed to by TSA, to include but 2,
not be limited to reasonable attorney's fees and costs incurred in the investigation, defense,
compromising, mitigation, or taking of remedial action measures. If the violation is a third violation, or
there are multiple violations in excess of two violations, that is or are a civil penalty "minimum U
violation", the airport tenant shall pay to the airport operator the total costs incurred by the airport
operator, including any fines or penalties imposed, in investigating, defending, compromising, U)
mitigating,or taking of remedial measures as may be agreed to by TSA, to include but not be limited to
reasonable attorney's fees and costs incurred in the investigation,defense,compromising, mitigation, or
taking of remedial action measures; and, further, the airport operator shall have the right to unilaterally
cancel this Agreement, such cancellation to be effective thirty calendar days after receipt by the airport
tenant of written notice of cancellation of this Agreement by the airport operator. W
(2). Moderate Violation. If the violation is the first or second violation attributed to the airport
tenant and is a civil penalty "moderate violation" as provided for in TSA's Enforcement Sanction
Guidance Policy, the airport tenant may cure the breach by paying to the airport operator the total costs
incurred by the airport operator, including any fines or penalties imposed, in investigating, defending,
compromising, mitigating, or taking of remedial measures as may be agreed to by TSA, to include but
not be limited to reasonable attorney's fees and costs incurred in the investigation, defense,
17
Packet Pg. 708
C.25.a
compromising, mitigation, or taking of remedial action measures; and, further, the airport tenant may
cause all of airport tenant's employees involved in the airport tenant's business operations on the airport
property to undergo such security training as may be required by the airport operator. The total cost of
the training shall be paid for by the airport tenant. If the violation is a third violation,or there are multiple
violations in excess of two violations,that is or are a civil penalty"moderate violation",the airport tenant
shall pay to the airport operator the total costs incurred by the airport operator, including any fines or
penalties imposed, in investigating, defending, compromising, mitigating, or taking of remedial
measures as may be agreed to by TSA, to include but not be Iimited to reasonable attorney's fees and
costs incurred in the investigation, defense, compromising, mitigation, or taking of remedial action e
measures; and, further, the airport operator shall have the right to unilaterally cancel this Agreement„
such cancellation to be effective thirty calendar days after receipt by the airport tenant of written notice a
of cancellation of this Agreement by the airport operator.
0
�s
(3). Maximum Violation. If the violation is the first violation attributed to the airport tenant and
is a civil penalty"maximum violation"as provided for in TSA's Enforcement Sanction Guidance Policy,
the airport tenant may cure the breach by paying to the airport operator the total costs incurred by the
airport operator, including any fines and penalties imposed, in investigating,defending, compromising,
mitigating, or taking of remedial measures as may be agreed to by TSA,to include but not be limited to
reasonable attorney's fees and costs incurred in the investigation,defense,compromising, mitigation,or
taking of remedial action measures; and, further, the airport tenant may cause all of airport tenant's
employees involved in the airport tenant's business operations on the airport property to undergo such
security training as may be required by the airport operator. The total cost of the training shall be paid
for by the airport tenant. If the violation is a second violation, or there are multiple violations,that is or C
are a civil penalty"maximum violation",the airport tenant shall pay to the airport operator the total costs g
incurred by the airport operator, including any fines or penalties imposed, in investigating, defending,
compromising, mitigating, or taking of remedial measures as may be agreed to by TSA, to include but
not be limited to reasonable attorney's fees and costs incurred in the investigation, defense,
compromising,mitigation,or taking of remedial action measures; and, further,the airport operator shall
have the right to unilaterally cancel this Agreement,such cancellation to be effective thirty calendar days
after receipt by the airport tenant of written notice of cancellation of this Agreement by the airport
operator.
C
(4). Mitigation of Breach. TSA has a policy of forgoing civil penalty actions when the airport
operator detects violations,promptly discloses the violations to TSA,and takes prompt corrective action e
�s
to ensure that the same or similar violations do not recur. This policy is known as the TSA Voluntary
Disclosure Program Policy,and is designed to encourage compliance with TSA regulations,foster secure U)
practices,and encourage the development of internal evaluation programs.The airport tenant agrees that
upon detecting a violation the airport tenant will immediately report it to the airport operator. Should the
TSA ultimately determine that the violation was committed by the airport tenant,or an employee,agent,
invitee, or licensee of the airport tenant, but the violation should result in the issuance of a letter of
correction in lieu of a civil penalty, then the airport tenant shall reimburse the airport operator the total
costs incurred by the airport operator in investigating, defending, mitigating, or taking of remedial
measures as may be agreed to by TSA, to include but not be limited to reasonable attorney's fees and a
costs incurred in the investigation,defense,mitigation,or taking of remedial action measures.A violation
resulting in the issuance of a letter of correction shall not be considered to be a breach of this Agreement
by the airport tenant.
t
Packet Pg. 709
C.25.a
(5). Survival of Sub-Section. This sub-section 461) shall survive the cancellation or termination
of this Agreement and shall be in full force and effect.
IN WITNESS WHEREOF, each party has caused this agreement to be executed by a duly
authorized representative.
(SEAL) BOARD OF COUNTY COMMISSIONERS w
ATTEST: KEVEIN MADOK, CLERK OF MONROE COUNTY, FLORIDA
r_
0
U)
By. BY'
Deputy Clerk _....W..mw. Mayor/Chairman o
�s
�s
ATTEST: CONCESSIONAIRE:
Z
2
�w ..mW
By. y
, �. Brid
...,.
Title: � �i � �� �^ Title: Vice Preside�;neral Mana�er �
w
ATTORNEY
47-161rq
0
U
U)
°
A
119,
Packet Pg. 710
C.25.a
Ca
no
WW
g }x�
Ca
CL
rJ U)
w
U)
b :�j 4i
rrIK
,e
W
l2w ,
..... .....
N
I
... I..... ........
ca W
LLJ 8 .......................
c� �I
C",�
°
r
..
i
I
z
® cn
�..__�. �...._ .roW _...... ... Packet Pg. 711
C.25.a
I
r
I
�I
r / 888 0
cuCL
40
fi '
r
Buz r YUilai�f w � 'i i %ir, �ri
IF
J
jlowl g ��i1 '* r! !
114,
r Iw ,fir
9u p f r %/i��% ✓r 'I „tllV 'l r f 4i it
u u � Upy4m
u ,
b U' 1 r i81
I f
wil
VJ �%//r V �r CY
//i'ii�/%%/%/iiji
Id�W r�il/
WW�
in
III yl /
CL
& C "
1 CILCD
:.
LLl
IN
/i
/ ill
'>W(%//
� 'r/ / .,i �We � I I %jU I ✓ �, w f ir� Ip1/ /%
Packet Pg. 712