Item C07
BOARD OF COUNTY COMMISSIONERS
AGENDA ITEM SUMMARY
MEETING DATE: 6/16/04
DIVISION: COUNTY ADMINISTRATOR
BULK ITEM: YES
DEPARTMENT: AIRPORTS
AGENDA ITEM WORDING: Approval of addendum to the Avis (Cendant) lease agreement, at the Key West International
Airport.
ITEM BACKGROUND: We own the Avis Rental Car Ready Area. It needs Capital Improvements and repairs costing
between $500,000 and $700,000. Avis has agreed to do the construction needed at no cost to us (as outlined in their
drawings attached as Exhibit B), in exchange for an extension of their existing lease/concession agreement.
PREVIOUS RELEVANT BOCC ACTION: Approval to negotiate extension to Agreement, 1/16/03. Approval of concession
agreement 9/5/86, amendment 2/16/00, and Service Facility lease 6/20/01. Approval of lease amendment ,3/17/04.
Rescind approval of lease amendment, and approval for Avis to continue operations on a month to month basis pending
amendment to concession agreement (revisions requested by Cendant), 4/21/04
CONTRACT/AGREEMENT CHANGES: For each $50,000 Avis spends, they will receive an additional 1 year extension to
their lease.
STAFF RECOMMENDATION: Approval
TOTAL COST: Revenue Producing
BUDGETED: N/A
COST TO AIRPORT: None
COST TO PFC: None
COST TO COUNTY: None
SOURCE OF FUNDS: N/A
REVENUE PRODUCING: Yes
AMOUNT PER YEAR: - $257,000.00
APPROVED BY: County Attorney X
OMB/Purchasing X Risk Management X
DIRECTOR OF AIRPORTS APPROVAL
~tt
Peter J. orton
DOCUMENTATION:
Included V
To Follow
Not Required
AGENDA ITEM #
(/1
DISPOSITION:
/bev
APB
MONROE COUNTY BOARD OF COUNTY COMMISSIONERS
CONTRACT SUMMARY
Contract #
Contract with: Avis Rent A Car System (Cendant)
Effective Date: 7/1/04
Expiration Date: 6/30/14 - 6/30/19
Contract Purpose/Description: Lease Addendum Agreement for facilities at the Key West International Airport
Contract Manager: Bevette Moore
(name)
# 5195
(Ext.)
Airports - Stop # 5
(Department/Courier Stop)
for BOCC meeting on: 6/16/04
Agenda Deadline: 6/1/04
Total Dollar Value of Contract:
Budgeted? N/A
Grant: N/A
County Match: N/A
CONTRACT COSTS
Current Year Portion: N/A
Account Codes: N/A
Estimated Ongoing Costs: N/A
(not included in dollar value above)
ADDITIONAL COSTS
For: .
(eg. maintenance, utilities, janitorial, salaries, etc.)
CONTRACT REVIEW
Date In
Changes
Needed
Yes No
Reviewer
Date Out
Airports Director J!..J.3 M
Risk Management 5'" JrJ6 / 0 ",(
O.M.B./Purchasing ELi2f.DJ1j.
(0 ,-.3.-'0_4-
County Attorney _/_/_
s- / ~6 /..:!.1
S- ;J.t/0f
~~/!!1
Comments:
LEASE ADDENDUM AGREEMENT
Avis Rent A Car System, Inc.
THIS lease addendum is entered into by and between Monroe County, a political
subdivision of the State of Florida (County) and Avis Rent A Car System, Inc., a
corporation (Avis).
WHEREAS, Cendant Rental Group, Inc. (Cendant) is the parent company of Avis
and Budget Rent A Car System, Inc. (Budget);
WHEREAS, Avis and Budget are both tenants at Key West International Airport
(KWIA);
WHEREAS, Cendant, through its Avis subsidiary, desires to make certain capital
improvements to its Avis facility at KWIA at an approximate cost $500,000 to $750,000, in
exchange for a lease term extension for the Budget and Avis leases at KWIA;
WHEREAS, Sees. 332.08 and 125.35, FS, authorize the County to negotiate airport
leases without competitive bidding; now, therefore, -
IN CONSIDERATION of the mutual covenants and promises set forth below, the
parties agree as follows:
1. This agreement is an addendum to the County/Avis lease dated September 5,
1986, as amended in the County/Avis amendment dated June 20, 2001, (collectively the
original Avis lease), both of which are attached to this addendum as Exhibit A and made a
part of it.
2. a) Avis must make certain capital improvements to facilities leased to
Avis in the original Avis lease. The capital improvements required are depicted in Exhibit
B which is attached to this addendum and made a part of it. The improvements must be
completed within 24 months from the effective date of this addendum, although the time
for completion may be extended by the KWIA Director for good cause.
b) The parties anticipate that the capital improvements described in
subparagraph 2(a) will cost approximately $500,000 to $750,000. Upon Avis furnishing
evidence satisfactory to the KWIA Director that an increment of $50,000 has been spent on
the Avis facility capital improvement by Cendant, then the term of the original Avis lease
shall be extended by one year for each $50,000 spent. Upon completion of the Avis facility
capital improvements, and Avis' furnishing of evidence satisfactory to the KWIA Director of
the total amount spent, the KWIA Director shall certify in writing the additional years by
which the original Avis lease is extended. The KWIA Director's certification will then
become part of the terms and conditions of the original Avis lease. If the final increment
spent by Avis is less than $50,000, then the original Avis lease will be extended by the
number of days calculated as a percentage of the year that is equal to the percentage of
the final increment paid is to $50,000.
c) Avis shall be permitted to use its facility to service, store and park Avis
vehicles as well as Budget rent a car.
3. a) Avis shall maintain all books, records, and documents directly pertinent
to performance under this addendum agreement and the Avis original lease (hereafter
collectively the Agreement) in accordance with generally accepted accounting principles
consistently applied. Each party to this Agreement or their authorized representatives shall
have reasonable and timely access to such records of each other party to this Agreement
for public records purposes during the term of the Agreement and for four years following
the termination of this Agreement.
b) Governing Law, Venue, Interpretation, Costs, and Fees. This
Agreement shall be governed by and construed in accordance with the Law 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 parties agree that venue will lie in
the appropriate court or before the appropriate administrative body in Monroe County,
Florida.
The County and Avis 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.
c) 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 the 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 Avis 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.
d) Attorney's Fees and Costs. The County and Avis agree that in the
event any cause of action or administrative proceeding is initiated or defended by any party
relative to the enforcement or interpretation of this Agreement, the prevailing party shall
be entitled to reasonable attorneys' fees, court costs, investigative, and out-of-pocket
expenses, as an award against the non-prevailing party, and shall include attorney's fees,
court costs, investigative, and out-of-pocket expenses in appellate proceedings. Mediation
proceedings initiated and conducted pursuant to this Agreement shall be in accordance with
the Florida Rules of Civil Procedure and usual and customary procedures required by the
circuit court of Monroe County.
e) Binding Effect. The terms, covenants, conditions, and provisions of this
Agreement shall bind and inure to the benefit of the County and Avis and their respective
legal representatives, successors, and assigns.
f) 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.
2
g) Adjudication of Disputes or Disagreements. County and Avis 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.
h) Nondiscrimination. County and Avis 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. County or Avis 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 VI of the Civil Rights Act of 1964 (PL 88-352) which
prohibits discrimination on the basis of race, color or national origin; 2) Title IX of the
Education Amendment of 1972, as amended (20 USC 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 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 patent records; 8) Title VIII of the Civil Rights Act of 1968 (42 USC s. 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. 1201 Note), as maybe amended
from time to time, relating to nondiscrimination on the basis of disability; 10) Any other
nondiscrimination provisions in any Federal or state statutes which may apply to the parties
to, or the subject matter of, this Agreement.
i) 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 Avis 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 Avis specifically agree that no party to this Agreement shall be required to
enter into any arbitration proceedings related to this Agreement.
j) Covenant of No Interest. County and Avis 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.
k) 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;
3
unauthorized compensation; misuse of public position, conflicting employment or
contractual relationship; and disclosure or use of certain information.
I) No Solicitation/Payment. The County and Avis 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 Avis 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.
m) Public Access. The County and Avis 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 Avis in conjunction with this Agreement; and the
County shall have the right to unilaterally cancel this Agreement upon violation of this
provision by Avis.
n) Non-Waiver of Immunity. Notwithstanding he prOVISions of Sec.
286.28, Florida Statutes, the participation of the County and Avis 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.
0) 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.
p) 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.
q) 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 Avis agree that neither the County nor Avis or any agent,
officer, or employee of either shall have the authority to inform, counsel, or otherwise
4
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.
r) Attestations. Avis 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.
s) 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.
t) 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.
u) Section Headings. Section headings have been inserted in this
Agreement as a matter of convenience of reference only, and it is agreed that such section
headings are not a part of this Agreement and will not be used in the interpretation of any
provision of this Agreement.
4. This addendum is part of, and incorporated into, the original Avis lease and
supersedes any inconsistent provisions in those original lease. In all other respects the
terms and conditions of the original Avis lease remain in full force and effect.
5. This addendum constitutes the parties' final mutual agreement and replaces
any prior communications or understandings, whether written or oral.
6. This addendum will take effect on the signature date of the last party to
execute the addendum.
IN WITNESS WHEREOF, the parties hereto have set their hands and seals the day and year
written below.
(SEAL)
ATTEST: DANNY L. KOLHAGE, CLERK
BOARD OF COUNTY COMMISSIONERS
OF MONROE COUNTY, FLORIDA
By
Deputy Clerk
By
Mayor/Chairperson
Date
E
1
Date
jaircendantAvis
(SEAL)
Attest;~/7 .
(/~~eJ/ -
Robert Muhs. Assistant Secretary
/ ~.
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{ {
AVIS RENT A CAR SYSTEM, INC.
"-
~Y:k6
Robert Bouta, Senior Vice President
For Properties & Fadlilies for Cendan! Car Rental Group, Inc.
an authorized representative of Avis Ren! A Car System, Inc.
5
I~PPROV[D M'fd F~JjM . /
f t1l~~~fl~C!t:tf-t'''Ct:_~!
BY
NON-COLLUSION AFFIDAVIT
l,l2-o~./+ \)d-' -hi
of '1>ftv'J '/'fl ~..., j ;p T
penalty of perjury, depose and say that;
of the city
according to law on my oath, and under
1) lam ~""'I()"- t/(~ p~~
Proposal for the project described as follows:
. the bidder making the
/tvr- J M-;.-e
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 bidder 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 bidder and will not knowingly be disclosed by the bidder prior to bid
opening, directly or indirectly, to any other bidder or to any competitor; and
4) No attempt has been made or will be made by the bidder 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 this affidavit in
awarding contracts for said project.
~~
STATE OF tJew .::rePY--^'1_
Robert Bouta, Senior Vice President
For Properties & Facilities for Cendant Car Rental Group, Inc.
an authorized representative of Avis Rent A Car System, Inc.
COUNTY OF '....{on--i 6
.r 1.;~JIII
DATE
PERSONALLY APPEARED BEFORE ME, the undersigned authority,
hO\::12X-t bou..-tv\ who, after first being sworn by me, (name of individual
signing) affixed his/her signature in the space provided above on this
,2oot
Q. \ ? -r day of \..,\0Jj
ic~,\~, ~,
Y"0'\\0.(.I- \/\. '... ,f:- "'/ l t /~.
'- NOTARY PUSUC .
v
My commission expires:
OMS - MCP FORM #1
CYNTIA M. HERMES
NOTi\RY PUBLIC, STATE OF NEW JERSP'
NO. 2284899
MY COMMISSION EXPIRES: 3/05 ',7
DRUG-FREE WORKPLACE FORM
The undersigned vendor in accordance with Florida Statute 287.087 hereby certifies that:
(Name of Business)
1. Publish a statement notifying employees that the unlawful manufacture, disnibution, dispensing,
possession, or use of a controlled substance is prohibited in the workplace and specifying the actions that
will be taken against employees for violations of such prohibition.
2. Inform employees about the dangers of drug abuse in the workplace, the business's policy of maintaining
a drug-free workplace, any available drug counseling, rehabilitation, and employee assistance programs,
and the penalties that may be imposed upon employees for drug abuse violations. '
3. Give each employee engaged in providing the commodities or contractual services that are under bid a
copy of the statement specified in subsection (1).
4. In the statement specified in subsection (1), notify the employees that, as a condition of working on the
commodities or contractual services that are under bid, the employee will abide by the tenns 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 complies fully with the above
requirements. -
x:.
~4-d:
Robert Bouta, Senior Vice President
For Properties & Facilities for Cendant Car Rental Group, Inc.
an aulhorized representative of Avis Rent A Car System, Inc.
Bidder's Signature
') J).}h r
Date .
OMB - MCP#5
LOBBYING AND CONFLICT OF INTEREST CLAUSE
SWORN STATEMENT UNDER ORDINANCE NO. 010-1990
MONROE COUNTY, FLORIDA
ETHICS CLAUSE
warrants that he/it has not employed, retained
or otherwise had act on his/its behalf any former County officer or employee in violation of
Section 2 of Ordinance No. 10-1990 or any County officer or employee in violation of
Section 3 of Ordinance No.1 0-1990. 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.
~ /J,~
"'-
Robert Bouta, Senior Vice President
For Properties & Facilities for Cendanl Car Rental Group, Inc.
an authorized representative of Avis Rent A Car System. Inc.
I>ate: ~J'~~~f
I
STATE OF NeLD ~-d.7~Gl-/
I
COUNTY OF \J O\'"\(( t'~
PERSONALL Y APPEAREI> BEFORE ME, the undersigned authority,
Rob2.X+ \~CA
who, after first being sworn by me, affixed hislher
signature (name of individual signing) in the space provided above on this oH<:::,t day of
UQu
\
,20e>{ .
lr';G\&RmU~4~/~\, ^ ,
~ ~OT ARY PUBLIC
My commission expires:
OMB - MCP FORM #4
CYNTJA M. HERMES
NOTARY PUBLIC, STATE OF NEW JERSEY
NO. 2284899
MY COMMISSION EXPIRES: 3/05/f17
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
contractor, supplier, subcontractor, or consultant under a contract with any
public entity, and may not transact business with any public entity in excess
of the threshold amount provided in Section 287.0~ 7, for CATEGORY
TWO for a period of36 months from the date of being placed on the
convicted vendor list."
By: ~~
Robert 8outa, Senior VICe President
For Properties & FaciIiIies for Cendant Car Ren1a1 Group, Inc.
an aulhorized representative of Avis Rent A Car System, Inc.
.. EXHIBIT lA'
SEPTEMBER 5, 1986 LEASE AGREEMENT
JUNE 20, 2001 LEASE AMENDMENT
LEASE AMENDMENT
Avis Rent A Car - KWIA
THIS LEASE AMENDMENT is made and entered. into on the 2.D dz.- day of
, I UN<i.- .2001, by and between MONROE COUNlY, a political subdivision of
the State of Florida, and the owner of Key West International Airport (KWIA),
hereinafter referred to as Lessor, whose address is 3491 South Roosevelt Blvd., Key
West, FL 33040, and AVIS RENT A CAR SYSTEM, INC., a corporation authorized to do
business in the State of Florida, whose address is Avis Rent A Car System, Inc., 900 Old
Country Road, Garden City, New York 11530, hereinafter referred to as Lessee;
WHEREAS, on September 5, 1986, the parties entered a lease agreement (the
original lease) for a parcel of land at leWIA for Lessee's use for vehicle parking and
maintenance;
WHEREAS, the original lease - without an extension - will expire on July 31, 2001
while Lessee's KWIA concession agreement with Lessor will not expire until June 30,
2004; and
WHEREAS, the parties desire to make the original lease term coextensive with the
concession agreement term; now, therefore
IN CONSIDERATION of the mutual promises and covenants set forth below, the
parties hereto do hereby agree as follows:
1. A copy of the original lease is attached to this lease amendment and made a
part of it.
2. Paragraph two of the original lease is amended to read:
The term of.this lease begins on August 1,1986 and terminates on
June 30,2004.
3.
following:
Paragraph three of the original lease is amended by the addition of the
Commencing with the rental year that begins on August 1, 2001, the
annual rental is $63,720.($5,310 per month) plus applicable sales tax. The
annual rent for the rental years beginning on August 1st, 2002 and 2003
must be increased by. a percentage equal to the percentage increase in the
CPr for all urban consumers for the previoUs calendar year. The rent for
the period August 1, 2003 - June 30, 2004, must be reduced by one-twelfth
from what the 12 month rental year amount would be in order to properly
adjust for the shortened year.
4. Except as provided in this lease amendment, in all other respects the terms and
conditions of the original lease rem~n in full force and effect.
Y L. KOLHAGE, CLERK
MONROE COUNTY BOARD OF COUNTY
C:r=MM SIONERS
L) VJ~~~cJ-
y~ ^-.. f1::, \
~ 0 \~
Mayor/Chairman
'"
Deputy Clerk
A VIS RENT A CAR SYSTEM, INC.
By 4uv~
Title Vice President
J cfairpol"taviskwia
../"
RENTAL CAR CONCESSION
AGREEMENT
THIS AGREEMENT, made and entered into this ~ day of
Sa.yt<......l.T'" , 1986, by and bet1.teen Monroe County, a
municipal corporation organized and eXisting under the laws of
Florida (hereinafter called "Lessor"), and AVis Rent A Car
System, 'In~., a Delaware corporation, qualified to do business in
the State of Florida (hereinafter called "Lessee"),
WHEREAS, Lessor desires to grant to Lessee a non-exclusiv~'
right to operate an automobile rental conce..ion at and ftom Key
West International Airport at Key West, Florida (hereinafter
called the "Airport"; and
WHEREAS, Lessor and Lessee desire, in connection with said
operationa, to provide for the leasing by Lessor to Lessee of
certain space in and around the Airline Terminal at the Airport
for th establishment of a Rental Car Concession to accommodate
the Lessee's customers and provide space for the temporary
placement of rental ready vehicles and for other purposes in
connection with said operations, all as hereinafter more specifi-
cally provided;
NOW, THEREFORE, in consideration of the premises and of
mutual Covenants and promises hereinafter Contained, the parties
hereto do hereby agree as follows:
1. Premises - Lessor hereby leases to Lessee for its non-
exclusive Use the rental car counter located in the airline
terminal Key We. t. Monroe Coun ty, Flo rid. . sa ide OUn t er con tain ,.
I
ing 225 8quare.~eet, to be replaced by a new 288 square foot
counter/back office area effective November 1, 1985, as shown on
Exhibit A attached hereto and made a part hereof; and in addition
thereto, hereby provides 30 rental car ready Spaces as reflected
by the. attached exhibit B in area designated "Rental Car Ready
Area "..
2. ~ - This Agreement is for a term of ~ years,
Commencing May 1, 1985.
3. Rental and Fees - Lessee, for and during the term
hereof; shall pay to Lessor for the use and OCCupancy of said
Basic Premises and for therights and privileges herein granted it
at the following scheduled rates and fees:
(a~. Counter Rental: Counter space rental will be paid
for at the following rates:
Key West International Airport - SII.12/sq.ft./annum
Counter rental space includes that space physically
enclosed by the counter, side partitions and backwall.
These rates, which are currently equal to the airline
rental rate for publicly exposed space, will be adjust-
ed biennially. This rate includes the operating and
maintenance expense directly related to the airline
terminal cost center plus allocated administrative cost
plus return on investment. In 1984 airline terminal
operating, maintenance and allocated administrative
costs accounted for $7.09 of the $11.12 rate at Key
West. The biennial adjustment will equal the actual
percentage increase, not to exceed 10%, in the operat-
ing, maintenance and adminis~rative components of the
.
floor rental .rates.f
f
(b). Ready soaces: No charge.
.
(c). Concession Fee: Guaranteed minimum annual conces-
sion fee for each contract year of the five (5) year
term of this concession agreement shall be in the
follOWing amounts:
For the First year of said term: S 35,~96.00.
I For the Second " " " " S 36,50~.00.
For the Third " " " " $ 37,500.00.
For the Fourth " " " S 38,~96.00.
For the Fifth " " " S 39.504.00.
The Lessee agrees to pay monthly ten (10) percent of
gross revenues for the previous conth or one twelfth
0/12) the guaranteed annual minimum, whichever 'is
greater. In the event, the total amount paid during
anyone year period, under this method, exceeds ten
percent of gross revenues or the annual minimum gUaran-
tee, whichever is greater, for that one year period, an
adjustment will be made to the first months fee for '\1\
the next subsequent period or, at the end of the fifth
:year, reimbursement will be made within thirty days.
A performance bond in the amount of $25,000 (twenty five thou-
sand dollars) shall be provided the Board of County Commission_
ers and shall be held in escrow as security to ensure confor-
mance with the Contract Provisions. It is not the intent of the
County to call the bond for ren'tal payments unless there is. a
'violation of the Contract.
4. Definition of Gross Receipts - As Used herein, the
term "gross receipts" shall mean the total SUm of money, from
charges for net time, mileage, and personal accident insurance,
paid or payable, whether by cash or credit, (after any discount
specifically shown on the car rental agreement), by the CUstomer
to concessionaire for or in connection with the Use of vehicle
contracted for, delivered or rented to the CUStomer at the
airport, regardless of where the payment is made or where the
vehicle is returned. The concessionaire for the purpose of its
concession rentals shall report ~ll income, both cash and
credit, in its monthly gross receipts statement.
5. Accountin~ Procedures - The concessionaire shall keep
records of all sales and revenues, whether for cash or credit,
whether collected or not from it operations in a manner general-
ly accepted as standard to the automobile rental industry
loeated on airports, Lessee agrees to operate its business upon
the aifport~. so that a duplicate rental agreement invoice,
serially pre-numbered, shall be issued for each sale or trans-
action whether for cash or credit. Lessee further agrees that
it will make available to Monroe County, a full and complete
book of accounts and other records required by the County to
provide a true account of all revenues pertaining to its opera-
tions under the provisions hereof. The County, 'acting through
its Finance Director ~r other authorized repreSentative, shall
have the right to inspect and audit the concessionaire's books
of accounts and othe~ records in Monroe County, Florida. Know-
ingly furnishing the County a false statement of its gross sal~
under the provisions hereof will constitute a default by conce5
sionaire of this agreement and the County, may at its Option,
declare this contract terminated.
6. Abatement 0: Minimum Guarantee - In the event that (1
for any reason the number of passengers deplaning on scheduled'
airline flights at the airport during any period of thirty (30)
consecutive days shall be less than sixty percent (60%) of the
number of such deplaning passe~gers in the same period in the
preceding calendar year, or in the event that (2) in the opinior
of the Board of County Commissioners, the Operation of Lessee's
car rental business at the airports is affected through no fault
of Lessee by shortages or other disruption in the supply of
automobiles, gasoline, or other goods necessary thereto, and
said shortages or other .disruption results in the material
diminution in Lessee's gross receipts hereunder for a period of
at least thirty (30) days, and said shortage or other disruption
is not caused by a labor dispute with Lessee, such diminution to
be satisfactorily demonstrated.by Lessee to the Board of County
Commissioners t~en, in either 'event, the Minimum Guarantee Fee
should be abated for the period of time such condition continues
to exist. During said period of time, Lessee shall continue to
pay to airport ten (lOZ) of gross receipts from the operations
hereunder as hereinbefore defined.
7. Rental Reimbursement - In consideration for the
concessionaire paying for .the demolition of the existing rental
counter/office area and the construction of the new counter and
back offic~ area which shall mean outside walls, interior
~~~~~~and the paving of the rental
counter shell and supporting back office wall, connecting doors
car
~
ready area at Key
west, which the County acknowledges is its responsibility, the
monthly rental due the County as per this agreement will be used
to offset the amount paid by the concessionaire to independent
/of~ice are.
contractors for work actually performed on the counter~~-at
Key West including materials furnished or labor performed in
I
connection therewith. The Counc:y will contract for thE ;.'::. :.n6
of the rental car ready area. Minimum annual guarantee, per-
centage fee and square footage. rental rate will be fully abated
until the concessionaire's prepayment of the construction cost
of the ready car area paving and rental counter/back office area
are recovered. The concessionaire shall cause the keeping of
records that will clearly distinguish between cost associated
with the construction of the Counter shell and leasehold im-
provements'~ The cost of construction will be shared by all
concessionaires equally.
8. Investment bv the Lessee - All leasehold improvements
and their titles shall vest .immediately in Monroe County upon
their acceptance by the County. Furniture, furnishings, fix-
tures and equipment will remain the personal property of conces-
sionaire and may be removed upon termination of the agreement,
provided all its accounts payable to the County are paid at that
time, or in the event the ~ounty does not purchase same.
9. Leasehold Imorovements - Lessee 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 opera-
tions on the Airport, all of which hall be and remain
the .property of Lessee and may be removed by Lessee
prior to or within a reasonable time after expiration
of the term of this Agreement, provided, however, that
Le,see shall repair any damage to the premises caused
by such'removal. The failure to remove trade fixtures
or other personal property shall not constitute Lessee
a hold-over, but all such property not removed within
ten (10) days after Lessee receives a written demand
for such removal shall be deemec abandoned and there-
upon shall be the sole property of Lessor.
Leasehold Improvement~ shall include any installation of walls,
partitions, doors and windows, any electrical wiring, panels,
conduits, service connections, receptacles Or lighting fiXt~res
attacheo to walls, partitions, ceilings, or floor, all interior
finish to floors, walls, doors, windows or ceilings; and all
floor treatments or covering, other than carpeting, that is
affixed ~o floors.; sanitary disposal lines and sinks, commodes,
and garbage disposal units; all heating, air treatment or ven-
tilating distribution systems, including pipes, ducts, Vent-
hoods, air handling units and hot water generators; and all
refrigerator'rooms or vaults and refrigerated waste rooms includ-
ing 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.
10. Dama~e and In;ury ~ Lessee covenants, that it and all
of its agents, servants, employees, and independent contractors,
will use due care and diligence in all of its activities and
operations at the airport(s) 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 ex~ept to the extent that such damage to the
property is covered by insurance required to be provided by the
concessionaire under any provisions hereof, or is provided by the
concessionaire under any provisions 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 obliga~ed to pay by reason of the liabil-
ity, 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 t%r destruction of property, including the
loss or use thereof which may be caused by or result from any of
the activities, omission, or .operations of the concessionaire,
its agents, servants, or employees on the airports..
11. Other Development of Airport - Monroe County reserves
the right to further develop or improve the landing area or the
airports as its sees fic, regardless of the desires or views cf
the concessionaire, and wiChouc i~cerference or hindrance,
provided: however, thac in no evenc can the County deprive the
concessionaire of reasonable and direct routs of ingress and
egress to the premises.
.
12: Terminal Area Plannin~ - Lessee acknowledges that
Monroe County has Master Plans including terminal area revisions.
Lessee hereby agrees to cooperate to the fullest with the County,
especially 'in those areas of terminal improvements which may at
some time cause relocation of ren~al car facilities. The County
will provide space for rental car facilities in any new terminal
area. Costs for relocation will be borne by the County.
13. Utilities - Electricity and water will be supplied to
the leasehold area by the Lessor. A monthly fee will be charged
for the use of a trash dumpster which will shared by all airline
terminal tenants.
14. Lessee's Obligations - Lessee covenants and agrees:
(a) to pay the rent and other charges herein reserved
at such times and places as the same are payable:
(b) to pay all charges .for the trash dumpster assessed
to him;
(c) to'make no alterations, additions, or improvements
to the demised premises without the prior written Consent of
Lessor, which consent hall not be unreasonable withheld;
(d) 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
conditio9 in which they are required to be kept, reasonable wear
and tear and damage by casualty, not caused by Lessee's negli-
gence, riot and civil commotion, excepted:
(e) to observe and comply w~th any and all require-
ments of the constituted public authorities and with all federal,
state. or local statutes, ordinances, regulations, and standards
applicable to Lessee or 1~s use of the demised premise~, includ-
ing, but not limited to, rules and regulations promulgated from
time to time by or at the direction of Lessor for administratior.
of the Airport!
(f) to pay all taxes assessed or imposed by any
governmental authority ~pon any building or other improvements
erected or installed on the demised premises during the term of
this Agreement;
(g) to 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
unders~ood 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 circumatances would insure similar pro~er-
ty, but in no event an amount in excess of Lessee's original cost
of constructing said fixeq improvements; and,
(h) to control the conduct, manner, and appearance of
its officers, agents and employees, and 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.
15. Lessor's Inspection and Maintenance _ Lessor and its
authorized officers, employees, agents, contractors, sub-
contractors and other representatives shall have the right to
enter upon the demised premises for the following purposes:
(a) to inspect the demised premises at reasonable
intervals during regular business hours (or at any time
in case of emergency) to determine whether Lessee has
complied and is complying with the terms and conditions
of this agreement with respect thereto; or
(b) to perform essential maintenance, repair, relo-
ca~ion, or removal of existing underground and overhead
wires, pipes, drains, cables and conduits now loca~ed
on or across the demised premises, and to construct,
maintain, repair relocate and remove such facili~ies in
.
future if necessary to carry out the master plan of
development of the Airport, provided, however, that
said work shall in no eVen~ disrupt or unduly interfere
with the operations of Lessee, and provided further,
that the entire cost of such work, including but not
so~ely by Lessor.
16. Indemnification - Lessee shall indemnify and hold
Lessor forever harmless from and against all liability imposed .
upon Lessor by reason of legal liability for injuries to persons,
or wrongful death, and damages to property caused by Lessee's
operations or activities on'such premises or elsewhere at the
Airport. provided that Lessor shall give Lessee prompt and timely
notice of any claim made against Lessor which may result in a
judgment against lessor because of such injury or damage and
promptly deliver to Lessee any papers, notices, documents,
summonses, or other legal process whatsoever served upon Lessor
or its agents, and provided,. further, that Lessee and its insur-
er, or either of them, shall have the right to investigate,
compromise. or def~nd all claims, "actions, suits, and proceeding,
limited to the Cost of rebuilding, removing,
relocating, protecting or otherwise modifYing any fiXed
improvements at any fime erected or installed in or
upon the demised premises by Lessor, Lessee or third
pa~ties, 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
.
to the extent of Lessee's interest therein; and in connection
therevith the parties hereto agree to faithfully cooperate vith
each other and With Lessee's insurer or agents in any said
action.
17. Liability Insurance - The Lessee agrees to indemnity
and hold the County of Monroe free and harmless from any and all
claims, suits, loss or damage, or injury to persons or property
of vhatsoever kind and nature in its operation, construction, and
maintenance of this concession or in the eXClUSively occupied
area of the concessionaire.
A. GENERAL
The Lessee shall procure and maintain insurance of the types
and to the limits specified in paragraphs (1) through (4) inclu-
s1ve below.
/
--
The Lessee .hall require each of his subcontractors to
procure and maintain, until completion of that subcontractor's
work, in.urance of the typea and to the limit. specified in par
graphs (1) through (4) inclusive below. It shall be tbe re'pon
.ibility of the concesaionaire to ensure that all his subcontra,
tors comply with all of the insurance requirements contained
herein relating to such subcontractors.
B. COVERAGE
Except aa orherwiae Stated, the amount. and types of in.ur-
ance shall conform to the follOWing minimum reqUirements:
(1) Workmen's compensation - Coverage to apply for all
employees for Statutory Limits in compliance with the
applicable state and federal laws. In addition, the
policy must include Employers' Liability with a limit
of $100,000 each accident.
(2) Comprehensive General Liability _ Coverage must
include:
a. Minimum li~its of SlOO,OOO per person
and S300,OOO per occurrence for BOdily Injury
Liability and S25,000 for Property Damage
Liability.
b. Premises and/or Operations.
c. I~dependent Contractors.
d. Products and/or Completed Operations.
e. Additional Insured - Monroe County is to
specifically be included as an additional
insured (including products).
(3) Business Auto Policy - Coverage mUSt inclUde:
a. Minimum Limits of S100,000 per person and
S300,000 per OCCur~ence for Bodily Injury
Liability and $25,000 for Property Damage
Liabili ty.
b. Owned Vehicles.
c. Hired and Non-Owned Vehicles.
d. Employer.Non-Ownership.
(4) Certificate of Insurance - Certificates of all
insurance required from the Lessee shall be filed with
the County. Certificates from the insurance carrier,
stating the types of coverage prOVided, limits
--.--.- --
of liability, and expiration dates, shall be filed With
"the County before oper.ations are commenced. The
' .
required certificates of insurance shall not only name
the types of policies provided, but shall also refer
specifically to this Contract and section and the above
paragraphs in accordance with ~hich such insurance is
being furnished, and shall state that such insurance is
as required by such paragraphs of this contract.
If the initial insurance expires prior to the completion of th,
contract, rene~al certificates shall be fUrnished thirty. (0), '
days prior to the date of expiration.
18. Hon Discrimination - L,ssee shall furnish all S'tvic"
,
authorized under this agreement on a fair, equal, and non-
discriminatory basis to all p'rsons or US'rs th,reof, charging
fair, reasonable, and non-discriminatory prices for all it,ms and
services ~hich it is permitted to sell or render under the
provisions hereof. Provided, however, that nothing COntained in
this paragraph or in any other par'graph of this Agr"m'nt shall
be construed as requiring the L,ss" to seek approval by Honro,
County before or after Lessee establishes or alters its rental
car rates.
19. Rules and Re~ulations - Lessee agrees to observe and
obey, during the term of th, contract, all laws, ordinances,
rules and regulations promulgated and ,nforc'd by th, County and
y any ot~er proper authority having juriSdiction OVer the conduct
of th, operationa at the airports. Within thirty (30) days from
th date of this contract, the County shall provide the Lessee a
written tist of all rules and r'gulations which it has promulgat-
ed up until that time and ~hich will effect the Lessee's opera-
tions hereunder. In the even new rules and regulations and
cOntemplated, written notice of same shall be furnished to
Lessee, and Lessee ~ill be given thirty (30) days to comply. In
the even that Lessee should determine that any Contemplated rule
or regulation unreasonably hinders him in his operation under
this Lease, the Lessee ~hall so notify the County, and the
parties hereto agree that any problems arising incident thereto
will, as much as possible, be worked out between the parties
without the necessity to resort to further legal remedies.
20. Furnishing of Service - The Lessee further covenants
and agrees that he will, at all times during the continuance of
the term, hereby demised and any renewal or extension thereof,
conduct~ operate, and maintain for the benefit of the public, the
rental car concession provided for an described herein, and all
aspects and parts and services thereof as hereinabove defined and
set forth, 'and will make all such facilities and services avail-
able to the public and that he will devote his best efforts fp~
the accomplishments of such purposes.
21. 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 rela-
tive to the operation or maintenance of the Airport, the eXe-
cution of which has been or may be required by the provisions 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 pro-
visions protectin& and preserving the rights of Lessee in and to
the demised premise 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.
that:
22. Lessor's Covenants - The Lessor covenants and agrees
(a) Lessor is the lawful owner of the
property demis~d hereby, that it has lawful
possession thereof, and has good and lawful
authority to execute this Lease; and,
(b) throughout the term hereof Lessee may
have, hold and enjoy peaceful and uninter-
rupted possession of the premises and rights
herein leased and granted, subject to perfor-
mance by Lessee of its obl~gations herein.
23, Cancellation by Lessor - I: any of the following events
occur, the Lessee shall be deemed tc be in default of its obliga-
tions under the agreement, in which case Monroe County shall give
the Lessee notice in writing to cure Such default Within thirty
days, or the concession will be automatically cancelled at the
end of that time and such cancellation will be without forfei-
ture, waiver, or release of the County's right to any sum of
money due pursuant to this agreement for the full term hereof:
(a) if Lessee shall make a general assign-
ment for the benefit of creditors, or file a
voluntary petition in bankruptcy or a peti-
tion or answer seeking its reorganization of
the readjustment of its indebtedness under
the Federal Bankruptcy Laws or any other
similar law or statute of the United States
o~any state, or government, or consent to he
appointment of a receiver, trustee, or
liquidator of all or substantially all of the
property of Lessee; ,
(b) if by order or decree of a court of
competent jurisdict~on Lessee shall be
adjudged bankrupt or an order shall be made
approving a petition seeking its reorga-
nization, or the readjustment of its indebt-
edness under the Federal Bankruptcy Laws or
any law or statute of the Untied states or
any state, territory, or possession thereof
or under the law of any other state, nation
or government, provided, that if any 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 of governmental authority,
board, agency, or officer having jurisdic-
tion, a receiver, trustee, or liquidator
shall take possession or control of all or
substanttally all of the property of Lessee
for the benefit of creditors, provided, that
if such order or decree be stayed or vacated
within sixty (60) days after the entry
thereof or during such longer period in which
Lessee diligently and in good faith contest
the same, any notice of cancellation shall be
and become null, void and no effect;
fd) if Lessee fails to pay the rental
charges or other money payments required by
this instrument and such failure hall not be
remedied within thirty (30) days follOwing
receipt by Lessee of written demand from
I Less9r so to dOl
(e) if Lessee.defaults in fulfilling any of
the terms, covenants, or conditions required
of it hereunder and fails to remedy said
default within thirty (30) days following
receipt by Lessee of written demand from
Lessor so to do, of if, by reason of the
nature of such default the same cannot be
remedied within thirty (30) days following
receipt by Lessee of written demand from
Lessor so to do, then, if Lessee shall have
failed to commence the remedying of such
default within said thirty (30) days follow-
ing such wri~ten notice, or having so com-
menced, shall fail thereafter to continue
with diligence the curing thereof. (f) If
the Lessee shall desert or abandon the
premises for seven (7) consecutive calendar
days; or
(g) If the concession or the estate of the
Lessee hereunder shall be transferred
suoleased, or assigned in any manner ~xcept
in the manner as herein permitted; or
(h) If the Lessee shall fail to pay any
validly imposed tax; assessmentsf utility
rent, rate, or charge; or other governmental
imposition; or any other charge or lien
against the premises leased hereunder within
any grace period allowed by law, or by the
governmental authority imposing the same,
during which payment is permitted without
penalty or interest; in complying with this
subparagraph the Lessee does not waive his
right to protest such tax, assessment, rent,
rate or charge; or
(i) If the Lessee fails to provide service
as required by specifications on five days
during any thirty day period, unless such
failure is caused by an act of God, national
emergency or a labo~ strike of which the
Lessee has given the County immediate notice,
the concession may be cancelled within thirty
days of the giVing of notice by the County
and the Lessee shall not be permitted to cure
such default.
24. Additional Remedies - In the event of a breach or a
threatened breach by Lessee 0: any of the agreements, terms,
covenants, and conditions hereof, the County shall have the right
of injunction to' restrain the same and the right to invoke any
remedy allowed by law or inequity, 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.
I
No receipt or monies of Monroe County from Lessee after the
cancellation or termination hereof shall reinstate, continue or
extend the term, or affect any notice previously given to Lessee,
or operate as a waiver of the right of the County to enforce the
payment of rentals and other charges then due or thereafter
falling due, or operate as a waiver of the right of the County to
recover possession of the premises by suit or otherwise. It is
agreed that, after the service 0: notice to cancel or terminate
:
as herein provided, or after the co=mencement of any proce:ding,
or after a final order for possession of the premises, the County
may deman 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 premi-
ses, or at the election of the County on account of Lessee's
liability hereunder. THe parties agree that any litigation
arising out of the agreement shall be brought in Monroe County,
Florida, ana determined under the laws of the State of Florida,
Lessee will pay any reasonable attorney's fees incurred if the.
County prevails int he enforcement of the agreement, regardless
of whether or not a lawsuit is filed, including but not limited
to all costs and attorney's fees incu~red in collecting, trial,
bankruptcy or reorganization proceedings or appeal of any matter
hereunder and all cost, charges and expenses incurred herein.
25. Cancellation bv Lessee - Lessee shall have the right,
upon written notice to Lessor, to cancel this Agreement in its
entirety upon or after the happening of one or more of the
following events, it said event or events is then continuing:
(a) the issuance by any court of apparent
competent jurisdiction ~f an injunction,
order, or decree preventing or restraining
the use ~y Lessee of all or any substantia:
part of the demised premises or preventing or
restraining the use of the Airport for usual
airport purposes in its entirety, or the Use
of any part thereof which may be used by
Lessee and which is necessary for Lessee's
operations on the Airport, which remains in
force unvacated or unstayed for a period of
at least one hundred twenty (120) days;
(b) the default of Lessor in the performance
of any of the ~ermsl covenants, or conditions
required of it under this instrument and the
I failure of lessor to cure such default within
a period of thirty (30) days following
receipt of written demand from Lessee so to
do, except that if by reason of the nature of
such default, the same cannot be cured within
said thirty (30) days, then Lessee shall have
the right to cancel if Lessor shall have
failed to commence to remedy such default
within said thirty (30) days following
receipt of such written demand, or having 0
commenced, shall fail thereafter to continue
with diligence the curing thereof;
(c) the inability of Lessee to conduct its
business at the Airport in substantially the
same manner and to the same extent as there-
tofore conducted, for a period of at least
ninety (90) days, because of (1) any law,
(i1) 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 imprac-
ticable or unecoOomical to restore the same
to their previous condition as to which
Lessee is the sole Judge. In any such case,
the proceeds of insurance, if any, payable by
reason of such loss shall be apportioned
between Lessor and Lessee, Lessor receiVing
the same proportion of such proceeds as the
then expired portion of the Lease term bears
to the full term hereby granted. and Lessee
receiving the balance thereof. If the damage
results from an insurable cause and is only
partial and such that the said fixed improve_
ments can be restored to their prior Condi-
tion Within a reasonable time, then Lessee
shall restore the same with reasonable
promptness, and shall be entitled to receive
and apply the prOceeds of any insurance
covering such loss to said. restoration, in
which event this Agreement shall not be
cancelled but shall continue in full force
and effect, and in Such case any excess
thereof shall belong to Lessee:
(e) in the event of destruction of all or a
material portion of the Airport or the
Airport facilities, or in the event that any
agency or instrumentality of the United
States Government, or any state or local
government occupies the Airport or a substan_
tial part thereof, or in the event of mili-
tary mobilization or public emergency wherein
there is a curtailment, either by executive
decree or legislative action, or 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 automotive fuel, supplies,
or parts for general public use, and any of
said events results in material interference
with Lessee's normal business operations or
substantial diminution of Lessee's gross
revenue from its automobile rental concession
at the Airport, continuing for a period in
excess of fifteen (15) days:
(f) in the eVent that at any time prior to
or during the term of this agreement, Les-
Isee's presently existing right to Operate an
automobile rental concession at the Airport
is withdrawn, cancelled, 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 or
Option term of this Lease a majority of the
scheduled air transportation serving the ,
local area no longer operates form the
Airport; or,
(i) if at any time during the baSic term
hereof or the option periods, the Airport Or
terminal building is removed to ~ ~1~~~ ___
than three (3) road ml!es distant from its
present location.
.26. Les.ee'. Re.erved Rioh~ - NOrhing con rained in this
Agreement shall limit or re.trict an any way .uch lawful rights
a. Le.see may have now or in the fucure to maintain claim.
again.t the f'a'ral. .tat.. or municipal gov.rnment, or any
d.partment or ag.ncy th.r.of. or against any int.rstate body,
cOmmiasion or authority. or other public or private body exerci._
ing gov.rnm.ntal pow.rs. for damages or comp.nsation by reason of
the taking Or occUpation. by cond.mnation or otherwis., of all or
a substantial part of the d.mised.premis.s. including fixed
improv.m.nts th.r.on. or of all or a material part of the Airport
With advera. .ff.cts upon L....e' a u.. and enjOYID.nt of the
d.mis.d pr.mis.s for the purpo.e. hereinabove .et forth, and
L'.sor h.reby agre.s to coop.rate with Les..e in the maintenance
of any just claim of .aid nature, and to refrain from hindering,
oPPOsing. or obstructing the maintenance thereby by L..see.
27. Assionment and Subletti~ - It i. expres.ly agreed and
understood that any and all obligations of Lessee hereund.r maybe
fulfilled or discharged .ither by L'.see or by a Licens.e member
of AVis R.nt A Car System. Inc.. and that any and all priVilege.
of every kind grant'd L,ss.e hereund.r eXtends to any Licen.ee
apPoint.d, prOvided, how.ver. that notwith.tanding the method of
op.ration employ.d by Leas.. h.reund.r Less.. alway. shall
Continu. to remain directly liable to Le..or for the p.rformance
of all t.rma and condition. .of this L.ase. Exc'pt a hereinabove
set OUt the premiaes may not be sublet, in whole or in part, and
L.ss.. shall not assign this agreement without prior Written
cons.nt of,L.ssor, nor p.rmit any tran.fer by Operation of law of
L.s....s int.rest cr.at.d hereby. other than by m.rger or con-
solidation.
28. Oth.r Us. - Lessee shall not use or permit the u.e of
the demised premia.a or any part thereof for any purpose or Use
other than as authorized by this Agreement.
29.
Liena - L,ss.e shall cause to be removed any and all
---=
liens of any nature arisinw ouc of or beca..e of any ~onscrUCtion
perform.d by Less.e or any of its concractors o~ .ub-contractnr"
Upon the demised premises or airing OUt of or because of the
performance of any work or labor uPon at the furniShing of an)
materials for Use at said Ptemises, by or at the direction of
Lessee.
30. Time - In computing Lessee's time within which to
--------
commence construction of any fixed improvements or to CUre any
default as required by this Lea.e, there shall be excluded all
delays due to strikes, lockouts, Acts of God and the public
enemy, Or by order or direction or other interference by any
~nicipal, State, Federal or other Gover~encal department, ~ar
of Commission having jurisdiction, Or other cause. beyond Le._
see's control.
31. Para~ra~h Headin.. - Paragraph heading. herein are
intended only Co .'sist in read identification and are not in
limication or enlargement of the content of any paragraph.
32. 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 regi.tration fee. prepaid, addre'sed to the party for
whom intended, at the following address:
For Lessor, Monroe County Board of County COmmisSioners
'P. O. Box 1680
. Key ~est, Florida 33040
For Lessee: Properties Department
Avis Rent A Car System, Inc.
900 Old Country Road
Garden City, New York 11530
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.
"'.
(c) to make no alterations, additions or improvements
to the demised premises without the prior written consent of
. Lessor, which Consent shall not be unreaSonably withheld;
Cd) 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 Lesseels
negligence, riot and civil commotion, eXCepted,
: ee) to observe and comply with any and all require-
ments of the constituted pUblic authorities and with all
federal, state, or local statutes, ordinances, regulations, and
standards applicable to Lessee or its Use of the demised
premises, inClUding, but not limited to, rules and regulations
promulgated from time to time by or at the direction of LeSsor
for administration of the Airport; ,
Cf) 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,
(g) to 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.
7. Lessor's Insoection and Maintenance _ Lessor and its
authorized OffIcers, employees, agents, contractors,
sub-contractors and other repreSentatives shall have the right
to enter upon the demised premises for the following purposes:
(a) to inspect the demised premises at reasonable
intervals during regular business hours (or at any time in case
of emergency) to determine whether Lessee has complied and is
complying with the terms and conditions of this agreement,with
respect thereto, or
Cb) 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, repai=,
reloeete and "'ove sueh-faeilitie. in the future if necessary
to carry out the master plan of development of the Airport,
provided, however, that said work shall in no event disrupt or
unduly interfere with the operations of Lessee, and provided
further, that the entire cost of Such Work, inClUding but not
limited to the cost of rebUilding, removing, relocating,
protecting or otherwise mOdifying any fixed improvements at any
time erected or installed in or upon the demised premises by
Lessor, Les.ee or third. parties, as a result of the exercise by
Lessor or its rights hereunder, and the repair of all damage to
such fixed improvements caused thereby, shall be borne solely by
Lessor.
8. Indemnification - Lessee shall indemnify and hold
Lessor forever harmless from and against all liability imposed
upon Lessor by reason of legal liability for injuries to
persons, or wrongful death, and damages to property caused by
Lessee's operations or acti~ities on such premises or elsewhere
at the.Airport, provided that Lessor shall give Lessee prompt
and timely notice of any claim made against Lessor which may
result in a jUdgment against Lessor because of such injury or
damage and promPtly deliver to Lessee any papers, notices,
dOcuments, summonses, or other legal process whatsoever served
upon Lessor or its agents, and prOvided, further, that Lessee
and its insurer, or either of them, shall have the =ight to
investigate, compromise, or defend all claim!;. "'''''';'''ft.. _..,~_
and proceedinas ~n .."'_ _..~ _ _. .
9. Liabilitv Insurance - Lessee shall carry public
liability insurance with responsible insurance underwriters,
. insuring Lessee and Lessor against all legal liability for
injuries to persons, or wrongful death and damages to property
caused by Lessee's activities and operations on said premises,
with liability limits of not less than $100.000.00 for anyone
person, and not less than $300,000 for any acc1dent invOlving
injury or wrongful death to more than one person, and not less
than $25,000.00 for property damage resulting from anyone
accident. Lessee shall furnish Lessor with a copy of such
insurance policy which shall prOVide that Lessor is an insured
under said pOlicy, and that said policy cannot be cancelled or
materially modified except upon ten CIa) days' advance written
notice to Lessor.
10. United States' Requirements _ This lease shall be
subject and sUbord1nate. to the prov1Sions of any existing or
future agreement between the Lessor and the United States
relative to the operation or mainte-ance of the Airport, the
execution of which has been or may be required by the provisions
of the Federal Airport Act of 1946, as amended, or any future
act affecting the operation of 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 incluae
provisions protecting and preserving the rights of Lessee in and
to the demised premises and improvements thereon, and to
compensation for the taking thereof, and payment for
interference therewith and for damage thereto, caused by such
agreement or by actions of the Lessor or the United States
pursuant thereto.
11. Lessor's Covenants - The LeSsor covenants and agrees
that:
fa) 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,
Cb) throughout the term hereof Lessee may have, hold
and enjoy peaceful and uninterrupted possession of the pre~ises
and rights herein leased and granted, Subject to performance by
Lessee of its Obligations herein.
12. Cancellation by LeSsor - Lessor shall have the right
upon written not1ce to Lessee 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 shall then be
continUing:
fa) if Lessee shall make a general assignment for the
benefit of creditors, or file a voluntary petition in bankruptcy
or a petition or answer seeking its reorganization or the
readjustment of its indebtedness under the Federal Bankruptcy
Laws or any other similar law or statute of the United States or
any state, or government, or consent to the appointment of a
receiver, trustee or liquidator of all or substantially all of
the property of Lessee,
Cb) if by order or decree of a court of competent
juriSdiction .Lessee shall be adjudged bankrupt or an order shall
be made approving a petition seeking its reorganization, or the
readjustment of its indebtedness under the Federal Bankruptcy
Laws or 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 any 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 of governmental authority, board, agency or officer having
juriSdiction, a receiver, trustee, or liquidato~ shall take
possession or control of all or SUbstantially all of the
property of Lessee for the benefit of creditors, provided, that
if such order or decree be stayed or vaCated within sixty (60)
days after the entry thereof or during such longer periOd in
which Lessee diligently and in gOOd faith contest the same, any
notice of cancellation shall be and become null, void and no
effect,
Cd) if Lessee fails to pay the rental charges or
other money payments required by this instrument and such
failure shall not be remedied within thirty (30) days following
receipt by Lessee or written demand from Lessor so to do,
Ce) if Lessee defaults in fUlfilling any of the
tet~s, convenancs, or conditions required of it hereunder and
fails to remedy said default within thirty (30) days following
receipt by Lessee of written demand from Lessor so to do, or if,
by reason of the nature of such default the same cannot be
remedied within thirty (30) days following receipt by Lessee of
written demand from Lessor so to do, then, if Lessee shall have
failed to comaence the remedying of such default within said
thirty (30) days fOllOWing Such written notice, or having so
commenced, shall fail thereafter to continue with diligence the
curing thereof.
13. Cancellation bv Lessee - Lessee shall have the right,
upon written notice to Lessor, to cancel this Agreement in its
entirety upon or after the happening of one or more of the
following events, if said event or events is then continuing:
Ca) the issuance by any COurt of apparent competent
juriSdiction of an injunction, order, or decree preventing or
restraining the use by Lessee of all or'any SUbstantial part of
the demised premiaes or preventing or restraining the use of the
Airport for usual airport purpOses in its entirety, or the use
of any part thereof which may be Used by Lessee and which is
necessary for Lessee's operations on the Airport, which remains
in force unvacated or unstayed for. a periOd of at least one
hundred twenty (120) days,
Cb) 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 folrowing receipt of written demand
from Lessee so to do, except tha~ if by reason of the nature of
such defaUlt, the same cannot be cured within said thirty (30)
days, then Lessee shall have the right to cancel if Lessor shall
have failed to commence to remedy such default within said
thirty (30) days fOllOWing receipt of such written demand, or
having 80 commenced, shall fail thereafter to continue with
diligence the curing thereOf,
(c) the inability of Lessee to conduct this 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, becau.e of (i) any law, (Ii) any rule, order,
jUdgment, decree, regulation, or other action or non-action of
any Governmental authority, board, agency or officer having
juriSdiction thereof.
(d) if the fixed improvements placed upon the demised
premises are totally destroyed, or so extensively damaged that
it would be impracticable or uneconomical to restore the same to
their previous condition as to which Lessee is the sole jUdge.
In any such case, the proceeds of insurance, if any, payable by
reason of such loss shall be apportioned between Lessor and
Lessee, Lessor receiVing the same proportion of such proceeds as
the then expired portion of the lease term bears to the full
term hereby granted, and LeSsee receiVing the balance thereof.
If the damage results fram an insurable cause and is only
partial and such that the said fixed improvements can be
restored.to their prior condition within a reasonable time, then
Lessee shall restore the same with reasonable promptness, and
shall be entitled to recei.,e and apply the or:oc@@ri,; nF .....
insurance eove!"'i..,.. ..._.. , ___ <
15. Lessee's Reserved RiOht. - Nothing contained in this
Agree.ent snall l~1t o~ reStrlct Tn any way such lawful rights
as Lessee may have now or in the future to Maintain claims
against the federal, state, or ~unicipal government, or any
department or agency thereOf, or against any interstate bOdy,
c~ission or authority, or other pUblic or private bOdy
exerCising governaental POWers, for damage. or C~pensation by
reason of the taking or occupation, by condeMnation or
otherwi~e, of all or a substantial part of the damised preMises,
including fixed improvements thereon, or of all or a Material
part of the Airport with adverse effects Upon Lessee's use and
enjoyment of the demiSed premises for the purposes hereinabove
set forth: and Lessor hereby agrees to cooperate with Lessee in
the maintenance of any just. claim of said nature, and to refrain
fram hindering, OPposing, or Obstructing the maintenance
thereby Lesse.. . .
16. Ass tORment and Sublettin~ _ It is expressly agreed
and understoOd tnat any and all Obligations of Lessee hereunder
may be fulfilled or diSCharged either by Lessee or by a Licensee
member of the Avis System duly appointed thereto by Avis Rent A
Car System, Inc., and that any and all priVileges of every kind
granted Lessee hereunder extends to any Licensee appointed: .
provided, however, that notwithstanding the methOd of operatlon
eMployed by Less.. hereunder Lessee always shall continue to
reMain directly liable to Lessor fo~ the performance of all
terms and conditions of this Lease. Except as hereinabove set
out the premis.s may not be sublet, in whole o~ in part, and
Lessee shall not assign this agreement without prior written
consent of Lessor, nor permit any transfer by operation of law
of Lessee's interest created hereby, other than by merger or
consolidation.
17. Other Use - Lessee shall not Use or permit the use of
the demised premIses or any part thereof for any purpose or use
other than as authorized by this AgreeMent.
18. Liens - Lessee shall cau.e to be reMoved any a~d all
liens of any nature arising our of or because of any
construction performed by Lessee or any of its contractors or
sub-contractors 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 O~ at
the direction ot Les....
1'. Tt.. - In camputing Lesseels time within which to
commence COnstrUction of any fixed improveMents or to cure any
default as required by this Lease, there Shall be excluded all
delays due to strike., lockouts, Acts of GOd and the public
enemy, or by order or direction or oth.r interference by any
Municipal, Stat., 'ederal or other Governmental department,
board of commission having juriSdiction, or other causes beyond
Lessee's control.
20. Paraora~h Headinos - Paragraph headings herein ar7
intended only to aSSlst in ready identification and are not 1n
liMitation or .nlarg....nt of the cont.nt of any paragraph.
21. Notice. - Any ,notice or other communication from
either party to tbe 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 wham int.nded, at the following address:
For L.ssor: Noaroe Coun~ Board of County C~issioners
PO Bax,1680
K.y West, Florida 33040
P'nr r..........
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.
IN WTTRESS WHEREor, the parties have caused these presents
to be executed by their respective officer or representative
thereunto duly authorized, the day and year first above written.
Monroe County
\ -' . .
.~."'.I.
By:
_~ L- ~.~.
Attest'DANNX 1.. KOLaAm; ~
-I24cfL -1U
Avis
Rent A Car System, Inc.
By:
~(}!I~
Attest:
~~~
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~p C 'ED AS TO FOP-i'oJ
,.~~":~~S:::.~~ {
KE.Y WE.ST ll\/TERNATJONAL
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AVIS SERVIC! FACILITY
LEGAL DESCRIPTION
A pl,rtion of z.lonroe Cbunty property being leased to ftn Automobile
Rental Aqency at the County Internationftl Airport Facility for
the purpose of a parking lot.
This parcel of land being leftsad in Section 3, Twp. 68 S,
Rge. 25 E, on the Island of Key West, County of Monroe, State.
of Florida and being more particulary described by metes and
bounds as followss
Commence at a point 22.0' Eftst of the intersection of the.
centerline of the Airport Entrance Road and a line formed ~
the tangent line parallel to the.back of the curb at A-I-A or
South "Roosevelt Blvd., said centprline being locata~ approxima-
tely 365.0' East of the East corner of East Martello Towers.
Thence Harth 17- 49' 12" Wast in a line parallel to the edge
of pavement of existing Airport Entrance Road a distance of
213.4' to a point 10.0' to the East of the cxisting edge of
paVement of the entrance road defined by an iron pipe, said
point baing point of beginning of parcel of land herein described:
Thence from said point of beginning and @ Right Angles to prev-
ious course, along a course North 72. lOt 39" East at a distance
of 140.0' to a %- conduit,
Thence North 17- 49' 21" West at a distftnce of 214.3' to a ~.
conduit, .
Thencc South 72~ 10' 39" West at a uistance of 140.0' to a ~.
conduit,
Thence South 17- 49' 21" East at a distance oof 214.3' back to
the point of bcginning.
This parcel containing .68' acres.
j
. I i
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. '-, . 4
Art Skelly
Director of Airpor~s
USOLllTtON NO. 278 -1986
-
A USOLllTtOR AUTHOR'IZ'ING THE MAYQl AND
CHA'IRMAB OF THE BOARD OF COUNTY COHHtS-
StONERS OF MONROE COUNTY TO APPROVE AND
EXECUTE AN A'IRPORT SERVtCE FActLtTYLEASE: BY
AND BETWEEN MONROE COUNTY AND AV'IS' RENT A CAR
SYSTEM, tNC., FOR THE IC!Y ~7EST tNTERNAnolW.
AtRPORT. . .
BE IT RESOLVED BY THE BOARD OF COUNTY
MONROE COUNTY, FLORIDA, as foll:owa:
That the Mayor and Chairman of the Board af
s ioners of Monroe County, tiorida. b hereby
approve and execute an Airport Service Facility Lea e
bealeen Monroe County and Avis Rent a Car System. Inc., a
same being attached hereto, for the 'Key West Int
OF
Commi.s-
Airport.
PASSED AND ADOPTED by the Board of County ~ommi.s ion rs of
Monroe County, Florida, at a regular meeting of said ar held
on the ~ day of Sentember, A.D. 1986.
'1 'and
py'of
ional
By
(Seal)
Attest: DANNX L. KOLHAGE, Clert
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