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HomeMy WebLinkAbout10/16/2019 Agreement o�,t courts c Kevin Madok, CPA cNRcfic Ilt•e Clerk of the Circuit Court& Comptroller Monroe County, Florida DATE: October 31, 2019 TO: Beth Leto,Airports Business Manager FROM: Pamela G. Hancoc1t.C. SUBJECT: October 16th BOCC Meeting Attached is an electronic copy of the following item for your handling: C25 Rental Car Concession with Enterprise Leasing Company of Florida, LLC at the Key West International Airport. Should you have any questions, please feel free to contact me at(305) 292-3550. cc: County Attorney Finance File KEY WEST MARATHON PLANTATION KEY PK/ROTH BUILDING 500 Whitehead Street 3117 Overseas Highway 88820 Overseas Highway 50 High Point Road Key West,Florida 33040 Marathon,Florida 33050 Plantation Key,Florida 33070 Plantation Key,Florida 33070 305-294-4641 305-289-6027 305-852-7145 305-852-7145 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 5105 Johnson Road, Coconut Creek, FL 33073, hereinafter"Concessionaire". 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; 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 #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. 3. Rental and Fees- Concessionaire, for and during the term hereof, shall pay to Lessor for the use and occupancy of said Premises and for the rights and privileges herein granted at the following scheduled rates and fees: (a) Counter Space Rental: Rental Car Counter space shall be paid at the rate of$184.86 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 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 1 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 payment fees as provided above, a fee of Twenty-five Dollars ($25.00) if the check was under $50.00, if the check was $50.00 but under $300 the fee is Thirty Dollars ($30.00) and for checks $300 and greater the fee is Forty Dollars ($40.00) OR 5% of the check amount whichever is GREATER. Such penalty fee shall also be in addition to the amount of rent or fee due. The acceptance by the County of the rental or fee payment plus any applicable late fee and penalties following the receipt of a dishonored instrument shall cure what would otherwise constitute a default under the terms of this lease. The County, at its option, however, may refuse any proffered rental or fee installment and applicable late fees and penalties, declare a default, and proceed according to paragraph 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 1 —December 31) period under this method exceeds ten (10) percent of gross revenues or the annual minimum guarantee, whichever is greater, for that calendar year period, an adjustment will be made to the monthly concession amount due at the first available opportunity following said determination of the subsequent calendar year period. (e) Customer Facility Charges: Upon written notice from the County that the Monroe County Board of County Commissioners has authorized the implementation of a Customer Facility Charge at KWIA to pay for future proposed improvements, renovations, upgrades and/or modifications to rental car facilities at KWIA, 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 collection. The Customer Facility Charge shall be identified on a separate line below the sales tax line on the customer's rental contract, in the amount established from time to time by County and shall be described as the"Customer Facility Charge" or"CFC." CFC fees shall be excluded from the definition of gross revenues. 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 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 Charge proceeds must be deposited, or(b)it is determined,by a court of competent jurisdiction,that the failure to maintain the Customer Facility Charge proceeds in a separate account imperils the trust nature of the relationship created by this Section 3(e) and potentially subjects any Customer Facility Charge 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 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 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 during the term of this Agreement: i. 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 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 (g). Satisfactory 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. 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, plans, charges or surcharges, services or products of any kind whatsoever including but not limited to roadside service fees,road side service plans, drop off fees, fuel fees,received or receivable,whether by cash or credit, before any federal, state or local tax and after any discount specifically shown on the car rental agreement for the rental of all motor vehicles by the operator to customers picked up at the airport for and in connection with the rental of a motor vehicle regardless of where the payment is made or where the vehicle is returned. It is the intent of the County that the definition of gross revenues be construed as broadly as permitted by law and that the only exclusions to the definition of gross revenues shall be CFC fees and state,federal and local taxes. The 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 following conditions. (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 business upon the Airport so that a duplicate rental agreement invoice, serially pre-numbered, shall be issued for each sale or transaction whether for cash or credit. Concessionaire further agrees that it will make available to Monroe County, a full and complete book of accounts and other records required by the County to provide a true account of all revenues pertaining to its operations under the provisions hereof The County, acting through the Monroe County Clerk of Courts or other authorized representative, shall have the right to inspect and audit the Concessionaire's books of accounts and other records directly generated at the Key West International Airport office or otherwise pertaining directly to this agreement. Knowingly furnishing the County a false statement of its gross sales under the 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 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. 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 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; provided,however,that Concessionaire shall repair any damage to the premises caused by such removal. 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. 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 injury, including damages for care and loss of service, including death at any time resulting from bodily injury and because of injury to/or destruction of property, including the loss or use thereof which may be caused by or result from any of the activities,omission,or operations of the Concessionaire,its agents, servants, or employees on the Airport. 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 11. Concessionaire's Obligations - 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 Concessionaire'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 Concessionaire or its use of the demised premises, including, but not limited to, rules and regulations promulgated from time to time by or at the direction of Lessor for administration of the Airport; (e) to pay all taxes assessed or imposed by any governmental authority upon any building or other improvements erected or installed on the demised premises during the term of this agreement; and (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 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 hereunder,and the repair of all damage to such fixed improvements caused thereby,shall be borne solely by Lessor. 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 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 or any earlier termination of this Agreement. 14. General Insurance Requirements - Prior to the commencement of work governed by this 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 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 Monroe County Risk Management. a) General Liability Insurance - Coverage shall be maintained throughout the life of this Agreement and include, as a minimum: Premises Operations, Products and Completed Operations, Blanket Contractual Liability, Personal Injury Liability and Expanded Definition of Property Damage. The minimum limits acceptable shall be: $1,000,000 Combined Single Limit (CSL). If split limits are provided,the minimum limits acceptable shall be: $500,000 per Person, $1,000,000 per Occurrence, $100,000 Property Damage. An Occurrence Form policy is preferred. If coverage is provided on a Claims Made policy, its provisions should include coverage for claims filed on or after the effective date of this Agreement. In addition, the period for which claims may be reported should extend for a minimum of twelve (12)months following the acceptance of work by the County. 7 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 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 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. 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 writing on the County prepared form entitled "Request for Waiver of Insurance Requirements" and be approved by Monroe County Risk Management. 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. 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 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 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 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, 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. 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 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 provisions of any existing or future agreement between the Lessor and the United States relative to the operation or maintenance of the Airport, and execution of which has been or may be required by the provision of the Federal Airport Act of 1946, as amended, or any future act affecting the operation or maintenance of the Airport, provided, however,that Lessor shall, to the extent permitted by law, use its best efforts to cause any such agreement to include provisions protecting and preserving the rights of 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: (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 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 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 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 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 with diligence the curing thereof; (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 (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 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 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 operate as a waiver of the right of the County to enforce the payment of rentals and other charges then due or thereafter falling due, or operate as a waiver of the right of the County to recover possession of the premises by suit or otherwise. It is agreed that, after the service of notice to cancel or terminate as herein provided, or after the commencement of any proceeding, or after a final order for possession of the premises, the County may demand and collect any monies due, or thereafter falling due, without in any manner affecting such notice, proceeding, or order; and any and all such monies and occupation of the premises, or at the election of the County on account of Concessionaire's liability hereunder. The parties agree that any litigation arising out of the agreement shall be brought in Monroe County,Florida, and determined under the laws of the State of Florida. The prevailing party shall pay any reasonable attorney's fees incurred by the other party in the event of litigation. Concessionaire shall pay any reasonable attorney's fees incurred by the County in the enforcement of the agreement other than through litigation, including but not limited to all costs and attorney's fees in collecting, bankruptcy or reorganization proceedings, or appeal of any such matter. 22. Cancellation by Concessionaire- Concessionaire shall have the right upon written notice to Lessor, to cancel this agreement in its entirety upon or after the happening of one or more of the following events, if said event or events is then continuing: (a) the issuance by any court of apparent competent jurisdiction of an injunction,order,or decree preventing or restraining the use by 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 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; (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 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 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 11 public emergency wherein there is a curtailment, either by executive decree or legislative action, of normal civilian traffic at the Airport or the use of motor vehicles or airplanes by the general public, or a limitation of the supply of automobiles or of automobile fuel, supplies, or parts for general public use, and any of said events results in material interference with 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 presently existing right to operate an automobile rental concession at the Airport is withdrawn,canceled, terminated, or not renewed by Lessor; (g) the taking of the whole or any part of the demised premises by the exercise of any right of condemnation or eminent domain; (h) if at any time during the basic term hereof or the option periods, the Airport or terminal building is removed to a place more than three (3) road miles in distance from its present location. (i) If at any time 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 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. 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. 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 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 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: For Concessionaire: 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 Attn: 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 provision of this Agreement shall be valid and shall be enforceable to the fullest extent permitted by law unless the enforcement of the remaining terms, covenants, conditions and provisions of this Agreement would prevent the accomplishment of the original intent of this Agreement. The Lessor and Concessionaire agree to reform the Agreement to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. 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 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 Concessionaire agree to participate,to the extent required by the other party,in all proceedings,hearings, processes, meetings, and other activities related to the substance of this Agreement or provision of the services under this Agreement. County and Concessionaire specifically agree that no party to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement. 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. 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 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, 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 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. 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 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 (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 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 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 the contract, the Contractor shall destroy any duplicate public records that are exempt or confidential 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, and other benefits which apply to the activity of officers, agents, or employees of any public agents or employees of the County, when performing their respective functions under this Agreement within the territorial limits of the County shall apply to the same degree and extent to the performance of such functions and duties of such officers, agents,volunteers, or employees outside the territorial limits of the County. 40. Legal Obligations and Responsibilities: Non-Delegation of Constitutional or Statutory Duties. This Agreement is not intended to,nor shall it be construed as,relieving any participating entity from any obligation or responsibility imposed upon the entity by law except to the extent of actual and timely performance thereof by any participating entity, in 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 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. 43. Execution in Counterparts - This Agreement may be executed in any number of counterparts, each of which shall be regarded as an original, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Agreement by singing any such counterpart. 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 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. 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 as a result of actions by an airport tenant or the airport tenant's employees, agents, invitees, or licensees shall be borne by the airport tenant. b)Airport Tenant Defined.An airport tenant means any person, entity, organization,partnership, corporation,or other legal association that has an agreement with the airport operator to conduct business on airport property. The term also includes an airport tenant as 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 b or � P Y � p p Y p p Y Y� being lawfully used by,the airport operator for civil aviation and airport-related purposes. For purposes 16 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. g) Tenant Security Program. If permitted under TSA regulations, the airport tenant may voluntarily undertake to maintain an Airport Tenant Security Program as referred to in 49 CFR 1542.113. If the airport tenant voluntarily promulgates an Airport Tenant Security Program that is approved by TSA, such program, as may be amended and approved from time to time, shall be automatically incorporated into this Agreement. h) Breach of Agreement. Should TSA determine that the airport tenant or one or more of the airport tenant's employees, agents, invitees, or licensees has committed an act or omitted to act as required, and such act or omission is a violation which results in TSA imposing a civil penalty against the airport operator in accordance with TSA's Enforcement Sanction Guidance Policy, such determination and imposition of a civil penalty by TSA shall be considered a significant breach of this Agreement. (1). Minimum Violation. If the violation is the first or second violation attributed to the airport tenant and is a civil penalty "minimum violation" as provided for in TSA's Enforcement Sanction Guidance Policy, the airport tenant may cure the breach by paying to the airport operator the total costs incurred by the airport operator, including any fines or penalties imposed, in investigating, defending, mitigating, compromising, or taking of remedial measures as may be agreed to by TSA, to include but not be limited to reasonable attorney's fees and costs incurred in the investigation, defense, compromising, mitigation, or taking of remedial action measures. If the violation is a third violation, or there are multiple violations in excess of two violations, that is or are a civil penalty "minimum violation", the airport tenant shall pay to the airport operator the total costs incurred by the airport operator,: including any fines or penalties imposed, in investigating, defending, compromising, mitigating, or taking of remedial measures as may be agreed to by TSA,to include but not be limited to reasonable attorney's fees and costs incurred in the investigation, defense, compromising,mitigation, or taking of remedial action measures; and, further, the airport operator shall have the right to unilaterally cancel this Agreement, such cancellation to be effective thirty calendar days after receipt by the airport tenant of written notice of cancellation of this Agreement by the airport operator. (2). Moderate Violation. If the violation is the first or second violation attributed to the airport tenant and is a civil penalty "moderate violation" as provided for in TSA's Enforcement Sanction Guidance Policy,the airport tenant may cure the breach by paying to the airport operator the total costs incurred by the airport operator, including any fines or penalties imposed, in investigating, defending, compromising, mitigating, or taking of remedial measures as may be agreed to by TSA, to include but not be limited to reasonable attorney's fees and costs incurred in the investigation, defense, 17 compromising, mitigation, or taking of remedial action measures; and, further, the airport tenant may cause all of airport tenant's employees involved in the airport tenant's business operations on the airport property to undergo such security training as may be required by the airport operator. The total cost of the training shall be paid for by the airport tenant. If the violation is a third violation,or there are multiple violations in excess of two violations,that is or are a civil penalty"moderate violation",the airport tenant shall pay to the airport operator the total costs incurred by the airport operator, including any fines or penalties imposed, in investigating, defending, compromising, mitigating, or taking of remedial measures as may be agreed to by TSA, to include but not be limited to reasonable attorney's fees and costs incurred in the investigation, defense, compromising, mitigation, or taking of remedial action measures; and, further, the airport operator shall have the right to unilaterally cancel this Agreement, such cancellation to be effective thirty calendar days after receipt by the airport tenant of written notice of cancellation of this Agreement by the airport operator. (3). Maximum Violation. If the violation is the first violation attributed to the airport tenant and is a civil penalty"maximum violation"as provided for in TSA's Enforcement Sanction Guidance Policy, the airport tenant may cure the breach by paying to the airport operator the total costs incurred by the airport operator, including any fines and penalties imposed, in investigating, defending, compromising, mitigating, or taking of remedial measures as may be agreed to by TSA, to include but not be limited to reasonable attorney's fees and costs incurred in the investigation, defense, compromising,mitigation, or taking of remedial action measures; and, further, the airport tenant may cause all of airport tenant's employees involved in the airport tenant's business operations on the airport property to undergo such security training as may be required by the airport operator. The total cost of the training shall be paid for by the airport tenant. If the violation is a second violation, or there are multiple violations, that is or are a civil penalty"maximum violation",the airport tenant shall pay to the airport operator the total costs incurred by the airport operator, including any fines or penalties imposed, in investigating, defending, compromising, mitigating, or taking of remedial measures as may be agreed to by TSA, to include but not be limited to reasonable attorney's fees and costs incurred in the investigation, defense, compromising, mitigation, or taking of remedial action measures; and, further,the airport operator shall have the right to unilaterally cancel this Agreement, such cancellation to be effective thirty calendar days after receipt by the airport tenant of written notice of cancellation of this Agreement by the airport operator.. (4). Mitigation of Breach. TSA has a policy of forgoing civil penalty actions when the airport operator detects violations,promptly discloses the violations to TSA, and takes prompt corrective action to ensure that the same or similar violations do not recur. This policy is known as the TSA Voluntary Disclosure Program Policy,and is designed to encourage compliance with TSA regulations,foster secure practices, and encourage the development of internal evaluation programs. The airport tenant agrees that upon detecting a violation the airport tenant will immediately report it to the airport operator. Should the TSA ultimately determine that the violation was committed by the airport tenant, or an employee, agent, invitee, or licensee of the airport tenant, but the violation should result in the issuance of a letter of correction in lieu of a civil penalty, then the airport tenant shall reimburse the airport operator the total costs incurred by the airport operator in investigating, defending, mitigating, or taking of remedial measures as may be agreed to by TSA, to include but not be limited to reasonable attorney's fees and costs incurred in the investigation,defense,mitigation,or taking of remedial action measures.A violation resulting in the issuance of a letter of correction shall not be considered to be a breach of this Agreement by the airport tenant. 18 (5). Survival of Sub-Section.This sub-section 46.h)shall survive the cancellation or termination of this Agreement and shall be in full force and effect.r ,_-�WITNESS WHEREOF,each party has caused this agreement to be executed by a duly `'4r ,, riz epresentative. �:f.°.71 -,ra8 `'s P� A P�' f n�_.-.� �1 BOARD OF COUNTY COMMISSIONERS .. - VEIN MADOK,CLERK OF MONROE COUNTY,FLORIDA ,,,N,'N.;,.._':--W ",:),i''.4' "c-' ..,_._5 efraeta z..`°-P • By. Deputy Clerk Mayor/Chairman ATTEST: CONCESSIONAIRE: By:di, _ By:� rts-Gr Brid Title: !! h Title: Vice Preside neral Manager witomi... .„)., .__ ASSET COUNIY ATTORNEY Vz c/fq . Data en u <--}_ L.L. M i,x-L7 f— fr.LLA co N 19 I i - Ili J II I L ® ® __ IIIIIIII�II �r� n II « ,�� I I V t 7 Exhibit A Rental Car Counter Space t o — — Approx. 36 sq. ft. October 16, 2019 BAGGAGE CLAIM MEWS l 1 iC n �S/ _ ■ 19 to 0 RESTROOM r \ / ■ 1� FRO iC 111 1 \ / o = I BAGGAGE CLAIM 141 fi{1 iC X IQ 100XXXICu �� .. ® a a. WOMEN'S ICE RESTROOM � -- - 110 D i�1:1=, c iC , 0— 1 , --- , ' ,: 1' ....i . NTA CAR--V=Ij �rM RENTAL CAR ° RENTAL CAR RENTAL RENTAL CAR A o iC ° 1p4 102 103 1 Qi 101 - I i _ 1 i-1 _ II-I I- I 0--�� in I Exhibit B EYW Rental Car Ready Parking Spaces October 16, 2019 R • .. R a� ^' • 4 .11, *.......70, ' t'n Fr i 0 � , d*'r -41„4 y 1. . . r, • ...if TPIIMUM,b11 m ... - � ► .,. 10 parking spaces 0 :; ;' 4 parkings spaces • .• -.�: �.. .. _ fil;1-1.--, ... • ", n. .�:� " # $. . i : )f,, cj* , ',, .• P , . , I • MI :1:,:.: ... 41.11\'.dAk i 6,, : 1 1 1 a -41/741 it • a . ,..--...., . ,:e:, , /*PO r ,941111 . _• 1- . ,.,:i.,_,,,, , . . , '' ...,' ' -;1' I:1::11'11 lia*air }.; - T,t� yr- ,,,,,,�,,,..., _ ,, r .� I , 111:411: .; „d w -s . xxLL �s Yb y �,�y t • "'Y ,"1.. +T "damn ^" „ ,p , �,`' - Sr.n ?r ° 3'0 y g .,,., k p re. �� a .tom.,. , P r PUBLIC ENTITY CRIME STATEMENT "A person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to public entity, may not be awarded or perform work as a Concessionaire, supplier, subConcessionaire,'or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list." By executing below, proposer states that he/she/it is in comp ' ce. 1 n get Long,Vice President/ General Manager STATE OF Florida f nat re o e dent) COUNTY OF Broward September 26.2019 DATE PERSONALLY APPEARED BEFORE ME,the undersigned authority, Bridget Long, Vice President/General Manager of Enterprise Leasing Company of Florida. LLC who,after first being sworn by me,(name of individual signing)affixed his/her signature in the space provided above on this lvfay of September ,2011. My commission expires `' SUSAN M.TOWE MY COMMISSION M FF937969 NOTARY PUB ‘0,„/ EX7NRES.N 27,2019 28 NON•COLLUSION AFFIDAVIT I. Bridget 1,ong of the city of Coconut Creek. FL according to law on my oath,and under penalty of perjury,depose and say that: 1. - I am Vice President/General Manager of the firm of Enterprise Leasing Company of Florida, LLC the respondent making the Proposal for the project described in the Notice for Calling for bids for:Proposal for Non-Exclusive On-Airport Rental Car Concession at Key West International Airport and that I executed the said proposal with full authority to do so: 2. the prices in this bid have been arrived at independently without collusion, consultation, communication or agreement for the purpose of restricting competition, as to any matter relating to such prices with any other respondent or with any competitor; 3. unless otherwise required by law, the prices which have been quoted in this bid have not been knowingly disclosed by the respondent and will not knowingly be disclosed by the respondent prior to bid opening, directly or indirectly, to any other respondent or to any competitor; and 4. no attempt has been made or will be made by the respondent to induce any other person, partnership or corporation to submit, or not to submit, a bid for the purpose of restricting competition; 5. the statements contained in this affidavit are true and correct, and made with full knowledge that Monroe County relies upon the truth of the statements contained in aff avi n vardin contracts for said project. September 26,2019 (Signa ure of e n t) (Date) STATE OF: Florida COUNTY OF: Broward PERSONALLY APPEARED BEFORE ME,the undersigned authority, Bridget Long who, after first being sworn by me. (name of individual signing) affixed his/her sign ure in the space provided above on this 01 day of September .2019. NOTARY PUBLIC" SUSAN M.TOWE MY COMMISSION N FF937969 \i,, EXPIRES;No„snba 27,2019 My Commission Expires: ' 1-W- I I 35 SWORN STATEMENT UNDER ORDINANCE NO. 10-1990 MONROE COUNTY. FLORIDA ETHICS CLAUSE Bridget Long, Vice President/General Manager of Enterprise Leasing Company of Florida, LLCwarrants that he/it has not employed,retained or otherwise had act on his/its behalf any former County officer or employee in violation of Section 2 of Ordinance No. 10-1990 or any County officer or employee in violation of Section 3 of Ordinance No. 10-1990. For breach or violation of this provision the County may,in its discretion, terminate this contract without liability and may also, in its discretion, deduct from the contract or purchase price, or otherwise recover, the full amount of any fee, commission, percentage, gift, or consideration paid to the former County officer or employee. n ure Date: September 26.2019 STATE OF Florida COUNTY OF Broward PERSONALLY APPEARED BEFORE ME, the undersigned authority, Bridget Long who,after first being sworn by me,affixed his/her signature(name of individual signing) in the space provided above on this clip day of September , 2019. NOTARY PUBLIC My commission expires: I SUSAN M.TOWE �/O% MY COMMISSION N FF937969 rd, EXPIRES:November 27,2019 OMB - MCP FORM#4 36 DRUG-FREE WORKPLACE FORM The undersigned vendor in accordance with Florida Statute 287,087 hereby certifies that Enterprise Leasing Company of Florida,LLC (Name of Business) 1. Publish a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in the workplace and specifying the actions that will be taken against employees for violations of such prohibition. 2. Inform employees about the dangers of drug abuse in the workplace,the business's policy of maintaining a drug- free workplace, any available drug counseling, rehabilitation, and employee assistance programs, and the penalties that may be imposed upon employees for drug abuse violations. 3. Give each employee engaged in providing the commodities or contractual services that are under bid a copy of the statement specified in subsection(I). • 4. In the statement specified in subsection (I), notify the employees that, as a condition of working on the commodities or contractual services that are under bid, the employee will abide by the terms of the statement and will notify the employer of any conviction of,or plea of guilty or nolo contendere to, any violation of Chapter 893 (Florida Statutes)or of any controlled substance law of the United States or any state,for a violation occurring in the workplace no later than five(5)days after such conviction. • 5. Impose a sanction on or require the satisfactory participation in a drug abuse assistance or rehabilitation program if such is available in the employee's community,or any employee who is so convicted. 6. Make a good faith effort to continue to maintain a drug-free workplace through implementation of this section. As the person authorized to sign the statement,I certify that this firm comp!' ully with the above requirements. STATE OF Florida (Signature of espondent)Bridget Long, Vice President/General Manager COUNTY OF Broward September 26,2019 Date PERSONALLY APPEARED BEFORE ME,the undersigned authority, Bridget Long who,after first being sworn by me,(name of individual signing) affixed his/her signature in the space provided above on this day of September ,2019. • ''"" SUSAN M.TOWE +� MY COMMISSION N FF93796927 2at9 ‘-.1131111 ��( Rio„ EXPIRES;Nwvnbc , C7i1w'e-- My commission expires: NOTARY 37 2018 / 2019 MONROE COUNTY BUSINESS TAX RECEIPT EXPIRES SEPTEMBER 30, 2019 RECEIPT# 47141-89221 Business Name: NATIONAL CAR RENTAL ENTERPRISE LEASING COMPANY OF FL 2516 N ROOSEVELT BLVD Owner Name: Business Location: KEY WEST, FL 33040 Mailing Address: LLC 14000 SW 119 AVE #100 Business Phone: 305-294-6675 MIAMI, FL 33186 Business Type: AUTO REPAIR,DETAILING,TOWING&RENTALS (AUTO RENTAL) Employees 4 Tax Amount Transfer Fee Sub-Total Penalty Prior Years Collection Cost Total Paid 22.00 0.00 22.00 0.00 0.00 0.00 22.00 Paid 103-17-00005060 09/10/2018 22 .00 THIS BECOMES A TAX RECEIPT Danise D. Henriquez, CFC, Tax Collector THIS IS ONLY A TAX. WHEN VALIDATED PO Box 1129, Key West, FL 33041 YOU MUST MEET ALL COUNTY AND/OR MUNICIPALITY PLANNING AND ZONING REQUIREMENTS. MONROE COUNTY BUSINESS TAX RECEIPT P.O. Box 1129, Key West, FL 33041-1129 EXPIRES SEPTEMBER 30, 2019 Business Name: NATIONAL CAR RENTAL RECEIPT# 47141-89221 2516 N ROOSEVELT BLVD Business Location: KEY WEST, FL 33040 Owner Name: ENTERPRISE LEASING COMPANY OF FL LLC Mailing Address: Business Phone: 305-294-6675 14000 SW 119 AVE #100 Business Type: AUTO REPAIR,DETAILING,TOWING&RENTALS MIAMI, FL 33186 (AUTO RENTAL) Employees 4 Tax Amount Transfer Fee Sub-Total Penalty Prior Years Collection Cost Total Paid 22.00 0.00 22.00 0.00 0.00 0.00 22.00 Paid 103-17-00005060 09/10/2018 22.00 CITY OF KEY WEST, FLORIDA Business Tax Receipt This Document is a business tax receipt Holder must meet all City zoning and use provisions. P.O. Box 1409, Key West, Florida 33040 (305) 809-3955 Business Name NATIONAL CAR RENTAL 1-y ` I Location Addr 2516 N ROOSEVELT BLVD 1 Lic NBR/Class 24059 TRANSPORTATION SERVICES Issued Date 10/5/2017 Expiration Date: September 30, 2019 SCOOTERS JET SKIS AND OTHER MOTOR DRIVEN VEHICLE RENTALS Comments: AUTOMOBILE RENTAL Restrictions: NATIONAL CAR RENTAL This document must be prominently displayed. C/O ENTERPRISE HOLDINGS 14000 SW 119TH AVE#100 VANGUARD CAR RENTAL USA MIAMI„ FL 33186 INC 2018 / 2019 MONROE COUNTY BUSINESS TAX RECEIPT EXPIRES SEPTEMBER 30, 2019 RECEIPT# 47141-89220 Business Name: ALAMO RENT A CAR Owner Name: ENTERPRISE LEASING COMPANY OF FL Business Location: 2516 N ROOSEVELT BLVD Mailing Address: LLC KEY WEST, FL 33040 14000 SW 119 AVE #100 Business Phone: 305-294-6675 MIAMI, FL 33186 Business Type: AUTO REPAIR,DETAILING,TOWING&RENTALS (AUTO RENTAL) Employees 4 Tax Amount Transfer Fee Sub-Total Penalty Prior Years Collection Cost Total Paid 22.00 0.00 22.00 0.00 0.00 0.00 22.00 Paid 103-17-00005060 09/10/2018 22.00 THIS BECOMES A TAX RECEIPT Danise D. Henriquez, CFC, Tax Collector THIS IS ONLY A TAX. WHEN VALIDATED PO Box 1129, Key West, FL 33041 YOU MUST MEET ALL COUNTY AND/OR MUNICIPALITY PLANNING AND ZONING REQUIREMENTS. MONROE COUNTY BUSINESS TAX RECEIPT P.O. Box 1129, Key West, FL 33041-1129 EXPIRES SEPTEMBER 30, 2019 Business Name: ALAMO RENT A CAR RECEIPT# 47141-89220 2516 N ROOSEVELT BLVD Business Location: KEY WEST, FL 33040 Owner Name: ENTERPRISE LEASING COMPANY OF FL LLC Mailing Address: Business Phone: 305-294-6675 14000 SW 119 AVE #100 Business Type: AUTO REPAIR,DETAILING,TOWING&RENTALS MIAMI, FL 33186 (AUTO RENTAL) Employees 4 Tax Amount Transfer Fee Sub-Total Penalty Prior Years Collection Cost Total Paid 22.00 0.00 22.00 0.00 0.00 0.00 22.00 Paid 103-17-00005060 09/10/2018 22 .00 CITY OF KEY WEST, FLORIDA Business Tax Receipt This Document is a business tax receipt Holder must meet all City zoning and use provisions. P.O. Box 1409, Key West, Florida 33040 (305) 809-3955 Business Name ALAMO RENT A CAR Location Addr 2516 N ROOSEVELT BLVD Lie NBR/Class 24060 TRANSPORTATION SERVICES Issued Date 10/5/2017 Expiration Date: September 30,2019 SCOOTERS JET SKIS AND OTHER MOTOR DRIVEN VEHICLE RENTALS Comments: 20 CARS Restrictions: ALAMO RENT A CAR This document must be prominently displayed. C/O ENTERPRISE HOLDINGS 14000 SW 119TH AVE#100 VANGUARD CAR RENTAL USA MIAMI„ FL 33186 INC 2018 / 2019 MONROE COUNTY BUSINESS TAX RECEIPT EXPIRES SEPTEMBER 30, 2019 RECEIPT#47141-28566 Business Name: ENTERPRISE RENT A CAR ENTERPRISE RENT A CAR 2516 N ROOSEVELT BLVD Owner Name: Business Location: KEY WEST, FL 33040 Mailing Address: 14000 SW 119 AVE #100 Business Phone: 305-292-0220 MIAMI, FL 33186 Business Type: AUTO REPAIR,DETAILING,TOWING&RENTALS (AUTO RENTING) Employees 5 Tax Amount Transfer Fee Sub-Total Penalty Prior Years Collection Cost Total Paid 22.00 0.00 22.00 0.00 0.00 0.00 22.00 Paid 103-17-00005060 09/10/2018 22 .00 THIS BECOMES A TAX RECEIPT Danise D. Henriques, CFC, Tax Collector THIS IS ONLY A TAX. WHEN VALIDATED PO Box 1129, Key West, FL 33041 YOU MUST MEET ALL COUNTY AND/OR MUNICIPALITY PLANNING AND ZONING REQUIREMENTS. • MONROE COUNTY BUSINESS TAX RECEIPT P.O. Box 1129, Key West, FL 33041-1129 EXPIRES SEPTEMBER 30, 2019 Business Name: ENTERPRISE RENT A CAR RECEIPT# 47141-28566 2516 N ROOSEVELT BLVD Business Location: KEY WEST, FL 33040 Owner Name: ENTERPRISE RENT A CAR Mailing Address: Business Phone: 305-292-0220 14000 SW 119 AVE #100 Business Type: AUTO REPAIR,DETAILING,TOWING&RENTALS MIAMI, FL 33186 (AUTO RENTING) Employees 5 Tax Amount Transfer Fee Sub-Total Penalty Prior Years Collection Cost Total Paid 22.00 0.00 22.00 0.00 0.00 0.00 22.00 Paid 103-17-00005060 09/10/2018 22 .00 CITY OF KEY WEST, FLORIDA Business Tax Receipt 'Li O This Document is a business tax receipt Holder must meet all City zoning and use provisions. P.O. Box 1409, Key West, Florida 33040 (305) 809-3955 Business Name ENTERPRISE RENT A CAR INC Location Addr 2516 N ROOSEVELT BLVD Lic NBR/Class 23931 TRANSPORTATION SERVICES Issued Date 10/5/2017 Expiration Date: September 30, 2019 SCOOTERS JET SKIS AND OTHER MOTOR DRIVEN.VEHICLE RENTALS Comments: AUTO RENTAL (10) 1 OFFICE Restrictions: ENTERPRISE RENT A CAR INC This document must be prominently displayed. C/O ENTERPRISE HOLDINGS 14000 SW 119TH AVE#100 ENTERPRISE RENT A CAR MIAMI„ FL 33186 ® DATE(MM/DDNYYY) A��o CERTIFICATE OF LIABILITY INSURANCE 10/01/2019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Marsh USA Inc. PPHON: NE FAX 701 Market Street,Suite 1100 A/C No,Extl: (A/C,No): St.Louis,MO 63101 E-MAIL Attn:stlouis.certrequest@marsh.com ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC# CN101321765-STND-GAW-19-20 41 KY EHI NoC INSURER A:The Travelers Indemnity Company of Connecticut 25682 INSURED INSURER B:Travelers Property Casualty Company of America 25674 Enterprise Holdings,Inc. and its subsidiaries INSURER C: 600 Corporate Park Drive • INSURER D: St.Louis,MO 63105 INSURER E: INSURER F: , COVERAGES CERTIFICATE NUMBER: CHI-009348490-01 REVISION NUMBER: 3 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF POLICY EXP LIMITS (MM/DD/YYYY) (MM/DDIYYYY) A X COMMERCIAL GENERAL LIABILITY HC2E-GLSA-474M7351-TCT-19 09/01/2019 09/01/2020 EACH OCCURRENCE S 3,000,000 DAMAGE TO RENTED CLAIMS-MADE X OCCUR PREMISES(a occurrence) $ 1,000,000 X Fire Damage(Any One Fire) MED EXP(Any one person) S 10,000 PERSONAL&ADV INJURY $ 3,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 15,000,000 X POLICY PROT LOC - PRODUCTS-COMP/OP AGG $ 3,000,000 JEC OTHER: $ A AUTOMOBILE LIABILITY HEEAP-474M7302-TCT-19 09/01/2019 09/01/2020 COMBINED SINGLE LIMIT $ 3,000,000 (Ea accident) X ANY AUTO BY SP: �t�T BODILY INJURY(Per person) S OWNED SCHEDULED AUTOS ONLY AUTOS tf.,tr'� BODILY INJURY(Per accident) S _ HIRED NON-OWNED 13 PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY ( (Per accident) X SIR 2,000,000 DATF 1 Cr G .... --- $ UMBRELLA LIAB OCCUR WAIVER W YES-- EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ B WORKERS COMPENSATION HRJUB-474M7062-19(WI) 09/01/2019 09/01/2020 X PER OTH- AND EMPLOYERS'LIABILITY STATUTE ER B ANYPROPRIETOR/PARTNER/EXECUTIVE Y/N HWXJUB-474M7074-19(OH) 09/01/2019 09/01/2020 E.L.EACH ACCIDENT $ 1,000,000 B OFFICER/MEMBER EXCLUDED? N NIA HC2JUB-474M7050-19(AOS) 09/01/2019 09/01/2020 (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under *SEE ATTACHED* 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Re:GPBR:41 KY,Address:3491 S Roosevelt Blvd,Key West,FL 33040. Monroe County and BOCC is/are added as an additional insured(except Workers Compensation)where required by written contract. Auto coverage insures any Auto owned or leased by the named insured while operated by employees of the named insured. No coverage provided to renters under this policy.Waiver of Subrogation is applicable where required by written contract.See Attached. CERTIFICATE HOLDER CANCELLATION Monroe County BOCC SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 1100 Simonton Street THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Key West,FL 33040 ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE of Marsh USA Inc. Manashi Mukherjee ....14...a ,ia t,-i-_ svJ-e . ©1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: CN101321765 LOC#: St. Louis ACCPREI ADDITIONAL REMARKS SCHEDULE Page 2 of 2 AGENCY NAMED INSURED Marsh USA Inc. • Enterprise Holdings,Inc. and its subsidiaries POLICY NUMBER 600 Corporate Park Drive St.Louis,MO 63105 CARRIER NAIC CODE EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate of Liability Insurance Workers Compensation coverage for employees in Puerto Rico and in the States of North Dakota,Washington and Wyoming is provided through the Monopolistic State programs. Workers Compensation coverage for employees in Ohio is self-insured.Workers Compensation policy#HC2JUB-474M7050-19 provides Employers Liability for all States with the exception of Wisconsin.Policy#HRJUB-474M7062-19 provides Employers Liability for Wisconsin. With regards to The Travelers Indemnity Company of Connecticut General Liability Policy#HC2E-GLSA-474M7351-TCT-19 and Automobile Liability policy#HE-EAP-474M7302- TCT-19: In the event Travelers Indemnity Company of Connecticut(the insurer)cancels the General Liability policy or the Automobile policy prior to the expiration date shown in the Declarations for any reason other than nonpayment of premium,the insurer will provide 30 days advance written notice(10 days in the event the insurer cancels for nonpayment of premium)to the certificate holder. With regards to the Travelers Property Casualty Co of American AOS WC policy number HC2J-UB-474M7050-19 and WI WC policy number HRJ-UB-474M7062-19: Except for non-payment of premium by Enterprise Holdings,Inc.Travelers Property Casualty Co of America(the insurer)agrees that no cancellation or limitation of this policy shall become effective until 30 day's written notice has been mailed to Enterprise Holdings,Inc.and to the person or organization at the address provided to the insurer. • • ACORD 101 (2008/01) ©2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD POLICY NUMBER: HE-EAP-474M7302-TCT-19 ISSUE DATE: 08/29/2019 • THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED ENTITY - EARLIER NOTICE OF CANCELLATION/NONRENEWAL PROVIDED BY US This endorsement modifies insurance provided under the following: ALL COVERAGE PARTS INCLUDED IN THIS POLICY SCHEDULE CANCELLATION: Number of-Days Notice: 30 WHEN WE DO.NOT RENEW(Nonrenewal): Number of Days Notice: NAME: See Endorsement No. 28 ADDRESS: A. For any statutorily permitted reason other than applicable state When We Do Not Renew nonpayment of premium, the number of days re- (Nonrenewal) endorsement applicable to this in- quired for notice of cancellation, as provided in surance, is increased to the number of days the CONDITIONS Section of this insurance, or as shown in the SCHEDULE above. amended by any applicable state cancellation C. We will mail notice of cancellation or nonrenewal endorsement applicable to this insurance, is in- or material limitation of those coverage forms to creased to the- number of days shown in the the person or organization shown in the schedule SCHEDULE above. above. We will mail the notice at least the Num-. B. For any Statutorily permitted reason other than ber of Days indicated above before the effective nonpayment of premium, the number of days re- date to our action. quired for notice of When We Do Not Renew (Nonrenewal), as provided in the CONDITIONS Section of this insurance, or as amended by any IL T3 54 03 98 Copyright,The Travelers Indemnity Company, 1998 Page 1 of 1 POLICY NUMBER: HC2E-GLSA-474M7351-TCT-i9 ISSUE DATE 02-2E_19. THIS•ENDORSEMENT•CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED ENTITY NOTICE OF CANCELLATION PROVIDED BY US This endorsement modifies insurance,provided under the following: ALL COVERAGE PARTS INCLUDED IN THIS POLICY SCHEDULE CANCELLATION: Number of Days Notice of Cancellation: 60 PERSON OR ORGANIZATION: Any person or organization to whom you have agreed in a written contract that notice of cancellation of this policy will be given, but only if 1. You send- us a written request to provide such notice, including the name and address of such person or organization, after the first Named Insured receives notice from us of the cancellation of this policy; and 2. We receive such written request at least 14 days before the beginning of the applicable number of days shown in this endorsement. In the event we cancel the policy prior to the expiration date shown in the Declarations for any reason other than nonpayment of premium, we will provide 30 days advance• written notice (10 days in the event we cancel .for nonpayment of premium) to the certificate holder shown in the above Schedule ADDRESS: The address for that person or organization included in such Written request from you to us. PROVISIONS: If we cancel this policy for any statutorily. permitted above.We will mail such notice to the address shown reason other than nonpayment of premium; and a in the schedule above at least the number of days number of days is shown for cancellation in the shown for cancellation in the schedule above before schedule above, we will mail notice of cancellation to the effective date of cancellation. the person or .organization shown in the schedule IL T4 05 03 11 0 2011 The Travelers Indemnity Company.All rights reserved. Page 1 of 1 4 ► WORKERS COMPENSATION TRAVELERS J AND EMPLOYERS LIABILITY POLICY ENDORSEMENT WC 99 06 R3(00) POLICY NUMBER: HC2JUB-474M705-0-19 NOTICE OF CANCELLATION TO DESIGNATED PERSONS OR ORGANIZATIONS The following is added to PART SIX-CONDITIONS: Notice Of Cancellation To Designated Persons Or Organizations If we cancel this policy for any reason other than non-payment of premium by you, we will provide notice of such cancellation to each person or organization designated in the Schedule below. We will mail or deliver such notice to each person or organization at its listed address at least the number of days shown for that person or organiza- tion before the cancellation is to take effect. You are'responsible for providing us with the information necessary to accurately complete the Schedule below. If we cannot mail or deliver a notice of cancellation to a designated person or organization because the name or address of such designated person or organization provided to us is not accurate or complete, we have no responsibility to mail, deliver or otherwise notify such designated person or organization of the cancellation. SCHEDULE Number of Name and Address of Designated Persons or Organizations: Days Notice NAME: ANY PERSON OR ORGANIZATION WITH WHOM YOU HAVE 30 AGREED IN A WRITTEN CONTRACT THAT NOTICE OF CANCELLATION OF THIS POLICY WILL BE GIVEN, BUT ONLY IF: 1. YOU SEE TO IT THAT WE RECEIVE A WRITTEN REQUEST TO PROVIDE SUCH NOTICE, INCLUDING THE NAME AND ADDRESS OF SUCH PERSON OR ORGANIZATION, AFTER THE FIRST NAMED INSURED RECEIVES NOTICE FROM US OF THE CANCELLATION OF THIS POLICY; AND; 2. WE RECEIVE SUCH WRITTEN REQUEST AT LEAST 14 DAYS BEFORE THE BEGINNING OF THE APPLICABLE NUMBER OF DAYS SHOWN IN THIS ENDORSEMENT. IN THE EVENT WE CANCEL THE POLICY PRIOR TO THE EXPIRATION DATE SHOWN IN THE DECLARATIONS FOR ANY REASON OTHER THAN NONPAYMENT OF PREMIUM, WE WILL PROVIDE 30 DAYS ADVANCE WRITTEN NOTICE (10 DAYS IN THE EVENT WE CANCEL FOR NONPAYMENT OF PREMIUM) TO THE CERTIFICATE HOLDER SHOWN IN THE ABOVE SCHEDULE. ADDRESS: THE ADDRESS FOR THAT PERSON OR ORGANIZATION INCLUDED IN SUCH WRITTEN REQUEST FROM YOU TO US. DATE OF ISSUE: 08-29-19 ST ASSIGN: Page 1 of 3 ©2013 The Travelers Indemnity Company.All rights reserved. TRAVELERS WORKERS COMPENSATION AND EMPLOYERS LIABILITY POLICY ENDORSEMENT WC 48 06 06 (B) POLICY NUMBER: HRYvs-474M706-2-19 WISCONSIN CANCELLATION AND NONRENEWAL ENDORSEMENT This endorsement applies only to the insurance provided by the policy because Wisconsin is shown in Item 3.A. of the Information Page. The Cancellation Section (D).of the Part Six- Conditions is deleted and replaced by the following: A. Cancellation 1. You may cancel this policy. You must mail or deliver advance written notice to us stating when the cancellation is to take effect. If you purchase replacement insurance, the cancellation becomes effective on the date the new coverage becomes effective. If no replacement coverage is purchased, the cancellation will be effective thirty(30)days after receipt of written notice by the Wisconsin Compensation Rating Bureau. 2. We may cancel this policy for any reason if the policy has been in effect for less than sixty (60) days. If the policy is issued for a term longer than one year or for an indefinite term,we may cancel the policy for any reason on an annual anniversary of the policy effective date. We may cancel the policy at any other time for the following reasons: a. you fail to pay all premiums when due, however, we must deliver or mail, first class, not less than thirty.(30) days advance written notice stating when the cancellation is to take effect; b. a material misrepresentation; c. a substantial breach of the obligations,conditions or warranties under the policy;or d. a substantial change in the risk we assumed under the policy unless it was reasonable for us to foresee the change or expect the risk when we issued the policy. 3. If we cancel for any permissible reason other than non-payment of premium_ ,we must deliver or mail,first class, not less than* thirty (30) days notice stating when the cancellation is to take effect. Mailing that notice to you at your mailing address shown in Item 1 of the Information Page will be sufficient to prove notice. 4. The policy period will end on the day and hour stated in a notice of cancellation. B. Nonrenewal 1. You have the right to have the insurance renewed unless we deliver or mail to you not less than* sixty, (60)days advance written notice stating our intention not to renew this policy. 2. We do not have to renew the insurance if you do not pay the renewal premium billing by the due date Or if you accept replacement insurance, are insured elsewhere, requested or agree to nonrenewal, or if the policy is expressly designated as being nonrenewable. 3. If we renew the insurance, we may use the policy forms, rates and rating plans we are then using for similar risks. We may limit the policy to a term equivalent to the term of the expiring policy or one year whichever is less. 4. If we offer to renew the policy on less favorable terms, we will mail or deliver written notice of the new terms by first class mail to you, the policy holder, at least sixty (60) days prior to the renewal date. The definition of "terms" does not include manual rates; experience modification factors, or classification of risks. DATE OF ISSUE: 08-30-19 ST ASSIGN: TRAVELERS WORKERS COMPENSATION AND EMPLOYERS LIABILITY POLICY ENDORSEMENT WC 48 06 06(B) POLICY NUMBER: HRJUB-474M706-2-19 If we provide such notice within sixty(60)days prior to the renewal date,the new terms will not take effect until sixty (60) days after written notice is mailed or delivered, in which case, you, the policy holder, may elect to cancel the renewal policy at any time during the sixty (60) day period. The notice will include a statement of your right to cancel. If you elect to cancel the renewal policy during the sixty(60) day period, the return premium or additional premium charges shall be calculated proportionally on the basis of the old premiums. We need not mail or deliver this notice if the only change adverse to you is a premium increase that; (a)is less than 25%; or, (b)results from a change based on your action that alters the nature and extent of the risk insured.against, including, but not limited to,a change in the classifications for the business. *Any written agreement attached to and made a part of the policy; between the insurance carrier and policyholder which extends the cancellation or nonrenewal notification timeframe, will supercede the aforementioned notification requirements found in items A.3., and B.1.,respectively. DATE OF ISSUE: 08-30-19 ST ASSIGN: • Bond Number 41 07151962 CONCESSIONAIRE'S BOND KNOW ALL MEN BY THESE PRESENTS,That we, Enterprise Leasing Company of Florida, LLC 5105 Johnson Road, Coconut Creek, FL 33073 as Principal, and Travelers Casualty and Surety Company of America One Tower Square, Hartford, CT 06183 as Surety, are hereby held and firmly bound unto Monroe County 1100 Simonton Street, Key West, FL 33040 in the penal sum of One Hundred Thousand and NO/100 , Dollars ($ 100,000.00 for the payment of which well and truly to be made, we hereby jointly and severally bind ourselves, our heirs executors, administrators, successors, and assigns. WHEREAS, the above named Principal did enter into a rental car concession agreement at Key West International Airport with said Obligee to render the services required thereby and mentioned therein, and which agreement is by reference made part a hereof and is hereinafter referred to as the Agreement. NOW, THEREFORE, the condition of this obligation is such that if the above named Principal shall well and truly execute all and singular the stipulations by the Principal to be executed, and shall fully perform all and singular the terms, conditions and requirements of the Agreement and shall indemnify and save harmless said Monroe County from all liens, charges, claims demands, loss, costs, and damages of every kind of nature whatsoever, then this obligation to be null and void, otherwise to remain in full force and effect, it being understood that the liability of the Surety for any and all claims hereunder shall in no event exceed the penal amount of this obligation as hereunder stated. • IT BEING FURTHER UNDERSTOOD that this bond may be cancelled by the Surety by its mailing written notice of such cancellation to the Monroe County,Aviation Department, 1100 Simonton Street, Key West, FL 33040 stating when, not less than thirty (30) days thereafter, such cancellation shall be effective. In no event shall Surety be liable for any payment due and payable after the effective date of cancellation. Neither nonrenewal nor cancellation by the Surety, nor failure, nor inability of the Principal to file a replacement bond shall constitute loss to the Obligee recoverable under this bond. The Surety's liability under this bond shall not be cumulative and shall in no event exceed the amount as set forth in this bond or in any additions, riders or endorsements properly issued by the Surety as supplement thereto. THIS BOND SHALL BE EFFECTIVE November 1, 2019 WITNESS OUR HANDS AND SEALS THIS 2nd day of October ,2019 . Enter r Leasing Comp y of Florida, LLC Princ I = _ By: Travelers Casualty and Surety Company of America = 1:-Surety j:itLud;AA) Heidi A. Notheisen Attorney-in-Fact FL License#P040504 • Travelers Casualty and Surety Company of America Travelers Casualty and Surety Company TRAVELERS J. St. Paul Fire and Marine Insurance Company POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS:That Travelers Casualty and Surety Company of America,Travelers Casualty and.Surety Company,and St.Paul Fire and Marine Insurance Company are corporations duly organized under the laws of the State of Connecticut(herein collectively called the"Companies"),and that the Companies do hereby make,constitute and appoint Pamela A.Beelman,Heidi A.Notheisen,Cynthia L.Choren,Debra C.Schneider,JoAnn R.Frank,Karen L.Roider,Sandra L. Ham,and Brittany D.Clavin,of St.Louis,Missouri,their true and lawful Attorney-in-Fact to sign,execute,seal and acknowledge any and all bonds,recognizances, conditional undertakings and other writings obligatory inthe nature thereof on behalf of the Companies in their business of guaranteeing the fidelity of persons, guaranteeing the performance of contracts and executing or guaranteeing bonds and undertakings required or permitted in any actions or proceedings allowed by law. IN WITNESS WHEREOF,the Companies have caused this instrument to be signed,and their corporate seals to be hereto affixed,this 3rd day of February,2017. 4,00,54‘ 4,40,TY ANa ocEpo.t. HARifO 1P 9� . CON.1 a Hmar-oRD, `.Ccecea CONN. o '" State of Connecticut By: City of Hartford ss. Robert L.Raney,Sefgir Vice President On this the 3rd day of February,2017,before me personally appeared Robert L.Raney,who acknowledged himself to be the Senior Vice President of Travelers Casualty and Surety Company of America,-Travelers Casualty and Surety Company, and St. Paul Fire and Marine Insurance Company, and that he,as such,being authorized so to do,executed the foregoing instrument for the purposes therein contained by signing on behalf of the corporations by himself as a duly authorized officer. In Witness Whereof, I hereunto set my hand and official seal. "TIN " My Commission expires the 30th day of June,2021 �/:TAB OJV 1e- -A.IT R.,4�1X.� *AO* Marie C.Tetreault,Notary Public o This Power of Attorney is granted under and by the authority of the following resolutions adopted by the Boards of Directors of Travelers Casualty and Surety Company of America,Travelers Casualty and Surety Company, and St. Paul Fire and Marine Insurance Company,which resolutions are now in full force and effect,reading as follows: RESOLVED,that the Chairman,the President, any Vice Chairman, any Executive Vice President, any Senior Vice President, any Vice President, any Second Vice President,the Treasurer, any Assistant Treasurer,the Corporate Secretary or any Assistant Secretary may appoint Attorneys-in-Fact and Agents to act for and on behalf of the Company and may give such appointee such authority as his or her certificate of authority may prescribe to sign with the Company's name and seal with the Company's seal bonds, recognizances, contracts of indemnity, and other writings obligatory in the nature of a bond,recognizance,or conditional undertaking,and any of said officers or the Board of Directors at any time may remove any such appointee and revoke the power given him or her;and it is FURTHER RESOLVED, that the Chairman, the President, any Vice Chairman, any Executive Vice President, any Senior Vice President or any Vice • President may delegate all or any part of the foregoing authority to one or more officers or employees of this Company,provided that each such delegation is in writing and a copy thereof is filed in the office of the Secretary;and it is FURTHER RESOLVED, that any bond, recognizance, contract of indemnity, or writing obligatory in the nature of a bond, recognizance, or conditional undertaking shall be valid and binding upon the Company when(a)signed by the President,any Vice Chairman,.any Executive Vice President,any Senior Vice President or any Vice.President, any Second Vice President, the Treasurer, any Assistant Treasurer, the Corporate Secretary or any Assistant Secretary and duly attested and sealed with the Company's seal by a Secretary or Assistant Secretary;or(b) duly executed(under seal,if required)by one or more Attorneys-in-Fact and Agents pursuant to the power prescribed in his or her certificate or their certificates of authority or by one or more Company officers pursuant to a written delegation of authority;and it is FURTHER RESOLVED,that the signature of each of the following officers:President,any Executive Vice President,any Senior Vice President,any Vice President,any Assistant Vice President,any Secretary,any Assistant Secretary,and the seal of the Company may be affixed by facsimile to any Power of Attorney or to any certificate relating thereto appointing Resident Vice Presidents,Resident Assistant Secretaries or Attorneys-in-Fact for purposes only of executing and attesting bonds and undertakings and other writings obligatory in the nature thereof,and any such Power of Attorney or certificate bearing such facsimile signature or facsimile seal shall be valid and binding upon the Company and any such power so executed and certified by such facsimile signature and facsimile seal shall be valid and binding on the Company in the future with respect to any bond or understanding to which it is attached. I, Kevin E. Hughes, the undersigned, Assistant Secretary of Travelers Casualty and Surety Compeny o(_America;-Travelers Casualty and Surety Company, and St.Paul Fire and Marine Insurance Company,do hereby certify that the above and fo?egoi►ig-is a true and-correct=copy of the Power of Attorney executed by said Companies,which remains in full force and effect. • Dated this end day of October , 2019 _yy _ lY JP ANO 4 m 4T py HARD, 1 HARTFORD, < f KrPCA1C�1� ,`!.i-___ f - ow. S: CONN. 8 r , vgy f� k �Kevin E.Hughes,Assi tant Secretary To verify the authenticity of this Power of Attorney,please call us at 1-800-421-3880. Please refer to the above-named Attorney-in-Fact and the details of the bond to which the power is attached.