5. 2nd Amendment & Extension 10/19/2016-_ V 1.
DATE: December 13, 2016
AMY REAVILIN, CPA
CLERK OF CIRCUIT COURT &COMPTROLLER
MONROE COUNTY, FLORIDA
TO: Don DeGraw,
Director of Airports
ATTN.• Beth Leto,
Airport Business Manager
FROM. • Cheryl Robertson Executive Aide to the Clerk of Court & Comptroller L11,141
At the October 19, 2016 Board of County Commissioner's meeting the Board granted approval and
authorized execution of Items:
C6 Approval of Lease Amendment and Extension with Avis Budget Car Rental, LLC for their Car
Rental Preparation Facility at The Key West International Airport extending the term of contract through
December 31, 2022 and increasing the annual rent to $80,388.24, plus tax.
C8 Ratification and approval of Federal Aviation Administration AIP Grant Agreement #3-12-0037-
053-2016 providing funding to Rehabilitate Commercial Apron -Construction ($9,087,485.00), Airfield
Drainage Improvement Phase 2&3 Construction ($1,831,446.00), and Rehabilitate Runway 9/27
Pavement and Lighting- Design($609,803.00) at the Key West International Airport. The project will be
funded 90% by FAA,5% FDOT (grant #GOE46), and 5% Passenger Facility Charges.
C12 Ratification and approval of State of Florida Department of Transportation Joint Participation
Agreement Number GOE76 providing funding of $386,000.00 for the purchase of Essential Airport
Equipment at the Florida Keys Marathon International Airport, to be funded 80% FDOT and 20%
Marathon Airport operating funds.
C13 Ratification and approval of State of Florida Department of Transportation Joint Participation
Agreement Number GOE77 providing funding of $300,000.00 for Planning Studies at the Key West
International Airport, to be funded 50%FDOT and 50% Key West International Airport operating funds.
500 Whitehead Street Suite 101, PO Box 1980, Key West, FL 33040 Phone: 305-295-3130 Fax. 305-295-3663
3117Overseas Highway, Marathon, FL 33050 Phone: 305-289-6027 Fax: 305-289-6025
88820 Overseas Highway, Plantation Key, FL 33070 Phone: 852-7145 Fax: 305-852-7146
C20 Ratification of the Amended Concessions Lease with DTG Operations, Inc. (item C-4, approved
on 09/21 /2016), to now include Exhibit A, which was previously not included.
C21 Ratification of the Amended Concessions Lease with Hertz Corporation (item C-5, approved on
09/21 /2016), to now include Exhibit A, which was previously not included.
C24 Ratification and approval of State of Florida Department of Transportation Joint Participation
Agreement Number GOE40 providing funding of $34,000.00 for Runway Rehab and Lighting Design at
the Key West International Airport, to be funded 50% FDOT and 50% EYW Airport Operating.
C26 Ratification and approval of State of Florida Department of Transportation Joint Participation
Agreement Number GOE46 providing funding of $510,000.00 for Commercial Apron Rehab at the Keys
West International Airport, to be funded 50% FDOT and 50% Passenger Facility Charges.
Enclosed is a duplicate originals executed on behalf of Monroe County, for your handling. Should you
have any questions, please feel free to contact me.
cc: County Attorney
Finance
File ✓
500 Whitehead Street Suite 101, PO Box 1980, Key West FL 33040 Phone: 305-295-3130 Fax: 305-295-3663
3117 Overseas Highway, Marathon, FL 33050 Phone: 305-289-6027 Fax: 305-289-6025
88820 Overseas Highway, Plantation Key, FL 33070 Phone: 852-7145 Fax. 305-852-7146
EXTENSION AND AMENDMENT AGREEMENT
AIRPORT SERVICE FACILTY
AVIS BUDGET CAR RENTAL, LLC.
MONROE COUNTY
THIS EXTENSION AGREEMENT hereinafter "AGREEMENT" is made and entered into this
�16b'r day of �S, by and between MONROE COUNTY, a political subdivision of the State of
Florida, whose address is 1100 Simonton Street, Key West, FL 33040, hereinafter "COUNTY", and
AVIS BUDGET CAR RENTAL, LLC., a Delaware corporation qualified to do business in the State of
Florida, hereinafter "AVIS" or "LESSEE". The parties agree as follows:
WHEREAS, on the 5�h day of September, 1986, the parties entered into an Airport Service Facility
Lease Agreement (hereafter Original Agreement), and
WHEREAS, on the 20"' day of June, 2001, the parties entered into a Lease Amendment (hereafter
"Amendment") amending the term of the Original Agreement to terminate on June 30,2004, with all other
terms and conditions of the Original Agreement to remain in full force and effect, and
WHEREAS, on the 16t' day of June 2004 the parties entered in to a Lease Addendum Agreement
whereby the COUNTY agreed to extend the term of the Original Agreement in exchange for AVIS
completing certain capital improvements to the lease hold, and
WHEREAS, the COUNTY agreed to extend the term of the lease one year for every $50,000
worth of capital improvement, and
WHEREAS, AVIS has completed $923,329 worth of capital improvements, and
WHEREAS, the parties wish to clarify and amend the name of the parent entity;
NOW THEREFORE, IN CONSIDERATION of the mutual promises and covenants set forth
below, the parties agree as follows:
Section 1. Paragraph 1 of the Original Agreement is amended to read:
1. Premises — LESSOR hereby leases to LESSEE for its exclusive use a parcel of land located
at Key West International Airport measuring 122 feet by 204 feet for a total area of 24,888 sq. ft.
as shown on exhibit A attached hereto, dated October 19, 2016 and designated "Airport Service
Facility".
Section 2. Paragraph 2 of the Original Agreement is amended to read:
2. Term - The term of this Extension Agreement will be for a period of fifteen (15) years
beginning January 1, 2008 and expiring December 31, 2022. Upon expiration of this Agreement
ownership of all fixed capital improvements erected on the Premises shall become the property of
the LESSOR.
Section 3. Paragraph 3 of the Original Agreement is amended to read:
3. Rental - The rental rate for the one year period beginning October 1, 2015 and ending
September 30, 2016 be $6,6s7.54 per month plus tax. For the one year period beginning October
1, 2016 and ending Sept. 30 2017 the rental rate shall be $6,699.02 plus tax, thereafter an annual
adjustment shall be made in accordance with percentage change in the Consumer Pric
(CPI) for all urban consumers (CPI-U) for the previous 12 calendar months. The annua
Page 1 of 8
shall be due and payable in equal monthly installments in advance on or before the first
business day of each calendar month of the term.
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 LESSEE to pay rent or concession fees when due, the County will be entitled to charge
and collect, and Lessee will be obligated to pay, a late fee equal to the Federal Reserve Bank of
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 Lessee 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 12 of this lease. In the event that any check, draft, or negotiable
instrument by which Lessee 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 12 of this lease.
Section 4. Paragraph 8 of the Original Agreement is retitled and amended to read:
8. Indemnification/Hold Harmless - Notwithstanding any minimum insurance requirements
prescribed elsewhere in this agreement, LESSEE 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
LESSEE or any of its employees, agents, contractors or other invitees during the term of this lease,
(B) the negligence or willful misconduct of LESSEE or any of its employees, agents, contractors
or other invitees, or (C) LESSEE's default in respect of any of the obligations that it undertakes
under the terms of this lease, except to the extent the claims, actions, causes of action, litigation,
proceedings, costs or expenses arise from the intentional or sole negligent acts or omissions of the
COUNTY or any of its employees, agents, contractors or invitees (other than LESSEE). Insofar
as the claims, actions, causes of action, litigation, proceedings, costs or expenses relate to events
or circumstances that occur during the term of this Agreement, this Section will survive the
expiration of the term of this lease or any earlier termination of this Agreement.
Section 5. Paragraph 9 of the Original Agreement is amended to read:
9. Liability Insurance - The LESSEE shall obtain, at his/her own expense, insurance as specified
below. The LESSEE shall maintain the required insurance throughout the entire term of this
Agreement and any subsequent extensions. Failure to comply with this provision may result in the
2
immediate suspension of all activities conducted by the LESSEE until the required
insurance has been reinstated or replaced.
The LESSEE shall provide, to the COUNTY, as satisfactory evidence of the required
insurance, either a Certificate of Insurance or a certified copy of the actual insurance policy. The
COUNTY, at its sole option, has the right to request a certified copy of any or all insurance
policies required by this 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 LESSEE's
insurance shall not be construed as relieving the LESSEE 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.
b) Workers' Compensation - Prior to the commencement of work governed by this
Agreement, the LESSEE shall obtain Workers' Compensation Insurance with limits sufficient to
respond to the applicable state statutes. In addition, the LESSEE 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 LESSEE has been approved by the Florida's Department of Labor, as an authorized
self -insurer, the COUNTY shall recognize and honor the LESSEE's status. The LESSEE may be
required to submit a Letter of Authorization issued by the Department of Labor and a Certificate
of Insurance, providing details on the LESSEE's Excess Insurance Program.
If the LESSEE participates in a self-insurance fund, a Certificate of Insurance will be
required. In addition, the Lessee 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 LESSEE, 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) LESSEE shall carry fire and extended coverage insurance, if obtainable, on all
fixed improvements erected by LESSEE on the demised premises to the full insurable value
hereof, it being understood and agreed that for purposes hereof the term "full insurable value"
shall be deemed to be that amount for which a prudent owner in like circumstances would insure
similar property, but in no event an amount in excess of LESSEE's original cost of constructing
said fixed improvements.
Section 6. Paragraph 21 of the Original Agreement is amended to read:
21. Notices — Any notice or other communication from either party to the other pursuant to this
Agreement is sufficiently given or communicated if sent by registered mail, with proper postage
and registration fees prepaid addressed to the party for whom intended, at the following addresses:
For Lessor: Monroe County Board of County Commissioners
1100 Simonton Street
Key West, Florida 33040
With Copy to: Monroe County Attorneys Office
I I 1112�h Street, Suite 408
Key West Florida 33040
And
For Lessee: Avis Budget Car Rental LLC.
6 Sylvan Way
Parsippany, New Jersey 07054
Attn: Properties Department
With Copy to: David E. Stark, Esq.
1855 Griffin Road
Suite A-470, 4th Floor
Dania, Florida 33004
Section 7. The following paragraphs are appended to the Original Agreement and incorporated as
Paragraphs 22 through 40 and shall read as follows:
22. Governing Law, Venue, Interpretation, Costs, and Fees - This Agreement shall be governed
by and construed in accordance with the laws of the State of Florida applicable to contracts made
and to be performed entirely in the State.
In the event that any cause of action or administrative proceeding is instituted for the
enforcement or interpretation of this Agreement, the COUNTY and LESSEE agree that venue will
lie in the appropriate court or before the appropriate administrative body in Monroe County,
Florida.
The COUNTY and LESSEE agree that, in the event of conflicting interpretations of the
terms or a term of this Agreement by or between any of them the issue shall be submitted to
mediation prior to the institution of any other administrative or legal proceeding.
4
23. 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 COUNTY and LESSEE agree to reform the Agreement to replace any stricken
provision with a valid provision that comes as close as possible to the intent of the stricken
provision.
24. Binding Effect - The terms, covenants, conditions, and provisions of this Agreement shall
bind and inure to the benefit of the COUNTY and LESSEE and their respective legal
representatives, successors, and assigns.
25. 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.
26. Adjudication of Dispute^ or Disagreements - COUNTY and LESSEE agree that all disputes
and disagreements shall be attempted to be resolved by meet and confer sessions between
representatives of each of the parties. If no resolution can be agreed upon within 30 days after the
first meet and confer session, the issue or issues shall be discussed at a public meeting of the
Board of County 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.
27. 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 LESSEE 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 LESSEE
specifically agree that no party to this AGREEMENT shall be required to enter into any arbitration
proceedings related to this AGREEMENT.
28. Covenant of No Interest - COUNTY and LESSEE covenant that neither presently has any
interest, and shall not acquire any interest, which would conflict in any manner or degree with its
performance under this Agreement, and that only interest of each is to perform and receive
benefits as recited in this Agreement.
29. 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.
30. No Solicitation/Payment - The COUNTY and LESSEE 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
5
from the award or making of this Agreement. For the breach or violation of the
provision, the LESSEE 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.
31. Public Access - The COUNTY and LESSEE shall allow and permit reasonable access to, and
inspection of, all documents, papers, letters or other materials in its possession or under its control
subject to the provisions of Chapter 119, Florida Statutes, and made or received by the COUNTY
and LESSEE in conjunction with this Agreement; and the COUNTY shall have the right to
unilaterally cancel this Agreement upon violation of this provision by LESSEE.
32. Non -Waiver of Immunity - Notwithstanding the provisions of Sec. 768.28, Florida Statutes,
the participation of the COUNTY and the LESSEE 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.
33. 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.
34. Le a�gations 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.
35. 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 LESSEE agree that neither the COUNTY nor the LESSEE 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.
36. Attestations - LESSEE agrees to execute such documents as the COUNTY may reasonably
require, to include a Public Entity Crime Statement, an Ethics Statement, and a Drug -Free
Workplace Statement.
37. 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.
38. 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 signing any such
counterpart.
39. Mutual Review - This agreement has been carefully reviewed by LESSEE and the
COUNTY, therefore this agreement is not to be construed against either party on the basis of
authorship.
40. 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 COUNTY herein reserves the right to grant similar
privileges to another LESSEE or other LEESSEES on other parts of the Airport.
Section 7. Except as provided in sections one through seven of this extension and amendment
agreement all the terms and conditions of the Original Agreement not inconsistent herewith remain in full
force and effect.
IN WITNESS WHEREOF, the parties have set their hands and seal the day and year first above
written.
X
r3.1c'
WITNESSES:
y;!
1z's."'Ime"'Mumal.ASignature
4A"'�&ffvs
Print Name
Signature
BOARD OF COUNTY COMMISSIONERS
OF MONROE COU , TY, FLORIDA
By # �1� —
Mayor eat r arruthers -
In
o rr,
AVIS BUDGET CAR RENTAL, LLC.r-
-;
AN
BY
Robert Bouta, Senior Vice President
MO4 OE GCUN-r '. t _ Y
..,AFPROYED A"jI 14 -
7
Print Name
Exhibit A
Airport Service Facility Agreement
Avis Budget Group
Monroe County - Lease Document
BOCC Agenda Item - October 19, 2016
IP