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Item F06 BOARD OF COUNTY COMMISSIONERS AGENDA ITEM SUMMARY MEETING DATE: 11/17/04 DIVISION: COUNTY ADMINISTRATOR BULK ITEM: YES DEPARTMENT: AIRPORTS AGENDA ITEM WORDING: Approval of lease agreement extension for Enterprise Leasing Company for operations at the Florida Keys Marathon Airport. ITEM BACKGROUND: Current lease expires 11/15/04. Agreement extends expiration date to November 14, 2009. PREVIOUS RELEVANT BOCC ACTION: Approval of lease agreement 1/17/96, extension agreement 1/19/00. CONTRACT/AGREEMENT CHANGES: Extends the term of the lease to November 14, 2009. STAFF RECOMMENDATION: Approval TOTAL COST: Revenue Producing BUDGETED: N/A SOURCE OF FUNDS: N/A COST TO AIRPORT: None COST TO PFC: None COST TO COUNTY: None REVENUE PRODUCING: Yes AMOUNT PER YEAR: - $85,000.00, FY 2004 APPROVED BY: County Attomey X OMB/Purchasing X Risk Management X DIRECTOR OF AIRPORTS APPROVAL rt? H~ Peter J. Horton ~ DV- DOCUMENTATION: Included X To Follow Not Required AGENDA ITEM # PiP DISPOSITION: /bev APB MONROE COUNTY BOARD OF COUNTY COMMISSIONERS CONTRACT SUMMARY Contract # Contract with: Enterprise Leasing Company Effective Date: 11/15/04 Expiration Date: 11/14/09 Contract Purpose/Description: Lease Agreement Extension for Enterprise Leasing Company for operations at the Florida Keys Marathon Airport Contract Manager: Bevette Moore (name) for BOCC meeting on: 11/17/04 # 5195 (Ext.) Airports - Stop # 5 (DepartmenUCourier Stop) Agenda Deadline: 11/2104 CONTRACT COSTS Total Dollar Value of Contract: Revenue Producing Budgeted? N/A Grant: N/A County Match: N/A Estimated Ongoing Costs: N/A (not included in dollar value above) Date In Airports Director -1-1_ Risk Management '1QJ ,{Jr./ D4 O.M.B./Purchasing I/2Jjzl;W County Attorney _/-1_ Comments: Current Year Portion: N/A Account Codes: N/A ADDITIONAL COSTS For: . (eg. maintenance, utilities, janitorial, salaries, etc.) CONTRACT REVIEW Changes Needed Yes No Reviewer Date Out ( ) ( ) ( ) (J( ( ) ( ) ( ) ( ) l.LLL!~ JDJ.MlCJ.-f '-LLDo/ L//6 /-EY LEASE AGREEMENT EXTENSIO~ for ENTERPRISE RENT-A-CAR at the Florida Keys Marathon Airport THIS AGREEMENT Is made arid entered into the day of , 2004, by and between Monroe County (hereinafter County) and Enterprise Leasing Company (hereinafter Enterprise), a Florida corporation. WHEREAS, the parties hereto did on January 17, 1996, enter into a lease and concession agreement for use of space at the Marathon Airport; and WHEREAS, the original agreement term ended on November 14, 1999, but was extended for an additional five years; and WHEREAS, the parties desire to extend the original agreement term for another five years; now, therefore, IN CONSIDERAnON of the promises contained herein, the parties do agree as follows: Section 1. Paragraph 2 of the original agreement is amended to read: 2. ~. This Agreement Is for a term of five (5) years, commencing on November 15, 2004 and expiring on November 14, 2009. Section 2. Subparagraph 3(a) Is amended to read: 3(a) Counter Rental - Office/Counter space rental will be paid at the rate of $6,100.78, plus tax, per year - space Includes that space physically enclosed by the counter, side partitions and backwall. This rate includes the operating and maintenance expense directly related to the airline terminal cost center plus allocated administrative cost plus return on investment. These rates, which are currently equal to the airline rental rate for publicly exposed space, will be adjusted yearly, commencing November 15, 2005 of each year, by a percentage equal to the percentage Increase in the CPI for urban consumers for the preceding calendar year. In the event of a deflationary CPI, no adjustment in the rental rates will be made. Section 3. Subparagraph 3(b) is amended to read: 3(b) Car Preo. AreCl - this 7142 sq. ft. area will be paid at the rate of $3,483.87, plus tax, per year - utilities to be paid by Enterprise. County shall obtain any development permits, use permits and occupational licenses necessary for the washing and other preparation, other than mechanical repairs, of cars for rental. Section 4. Paragraph 12 Is amended to read: 12. Utilities - Electricity, water and trash removal service will be assessed to Lessee at a surcharge of $318.00 per month, which monthly fee shall be adjusted for each contract year commencing November 15, 2005, by a percentage equal to the percentage increase in the CPI for urban consumers for the preceding calendar year. In the event of a deflationary CPI, no adjustment in the rental rates will be made. Section 5. Except as set forth above, in all other respects the terms and conditions of the original agreement remain In full force and effect. IN WITNESS WHEREOF, the parties hereto have set their hands and seals the day and year first above written. . (SEAL) ATTEST: DANNY L. KOLHAGE, CLERK BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA By By Deputy Clerk Mayor/Chairman (SEAL) Attest: By Title JalrMAPEnterprlseX BY --- DA TE 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. 10-1990. For breach or violation of this provision the County may, in its discretion, terminate this contract without liability and may also, in its discretion, deduct from the contract or purchase price, or otherwise recover, the full amount of any fee, commission, percentage, gift, or consideration paid to the fo Date: (signature) IO!"t-\ ItJt.f STATE OF f51f)n J;4 ~r()~cl COUNTY OF PERSONALLY APPEARED BEFORE ME, the undersigned authority, 4i~ L~,-" I "~ who, after first being sworn by me, affixed hislher signature (name of individual signing) in the space provided above on this .). :r- day of Oc.:/ ~d ,20,XL. .,,\\111111"111', !<o\\' R II;. #',.. ~~~...~€.Iv. :'% '" lIIl. NO. v "- ;::: .......,~ 1'..',A~ $ .~ /~ ~ ~ e. ~ :,...: a".;;.... ~..~:. = "": . ~ . '/~ : ': = -; : .,~j,...~: ~. :'0 = ::; ~. ~." 2a raQ-c>. = ::;;....\ .."9-. ; iTs.... !:Is is' ..:;:, :: ~ "'" ..V'A') V'STj('I .. ~ ~ 0 .~, Ie v .....;::: ~ JC' .:......... ~ ""'",!:/... OR\~ ~,\'~ ~/",""""I\\\\ ~ NOTARY PUBLIC My commission expires: OMB - MCP FORM #4 r PUBLIC ENTITY CRIME STATEMENT "A person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to public entity, may not be awarded or perform work as a 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 287.017, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list." By: {Ll ~ LEASE EXTENSION AGREEMENT , THIS LEASE EXTENSION agreement is entered into by a'nd between Monroe County, a political subdivision of the State of Florida, hereafter Lessor, and ENTERPRISE LEASING COMPANY, a Florida corporation, hereafter Lessee or Concessionaire. WHEREAS, on the 17th day of January, 1996, the parties entered into a car rental lease and concession at the Marat~on Airport, hereafter original lease. A copy of the . original lease is attached to this extension agreement and made a part of it; and ~ WHEREAS, the original agreement term ends on November 14, 1999 but the parties desire to extend the original agreement term by five years; now, therefore, IN CONSIDERATION of the mutual promises and covenants set forth below, the parties agree as follows: 1 . Paragraph 2 of the original agreement is amended to read: 2. Term. This Agreement is for a tp.rm of five (5) years, commencing on November.1 S' ~ and expiring on N,ovef'!'lber 14, 200 f/ '. I . . - 2. Except as set forth in paragraph one of this lease extension agreement in all other respects the terms and conditions of the original agreement remain in full force and effect. ...:~. ---:;.;. . :. :,.}TNESS WHEREOF. the parties hereto have set their hands and seals the day and ,year .first" abG:! e written. . /"': ~_:":;...:'.'.,.:r::.~' .'~~~ r' (SEAL}".:. .'. ".,.. ~l \. A'D:E5!: .bAN.Nyl!... KOLHAGE. CLERK "t!J/~ Dep y Clerk BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA By cS'~-:F~ . Mayor/Chairperson I ENTERPRISE LEASING COMPANY jOiriiiexlend B~~~ Tille p,. -- v,<:<.. (Jh;;jJ!j=. LEASE AND CONCESSION AGREEMENT MARATHON AIRPORT. THIS CONTRACT OF LEASE is made and entered into On the / 7 Qt' day ot - J I'/:IV U 1112. { , 199 6- , by and between MONROE COUNTY, a political subdivision of the State of FlOrida, hereinafter referred to as Lessor, and ENTERPRISE LEASING COMPANY, a Florida COrporation, hereinafter referred to as Lessee or Concessionaire; WHEREAS, Lessor desires to grant to Lessee a non-eXClusive right to operate an automobile rental concession at and from the Marathon Airport at Marathon, FlOrido, hereinafter ref~rred to as Airport; and WHEREAS, Lessor and Lessee desire, in Connection with soid operations, to pravide for the leasing by Lessor to Lessee of certain space in and arOund the Airline Terminal at the Airport for the establishment of a Rental Car Concession to aCcommOdate the Lessee's customers and provide space for the lemporary placement of rental ready vehicles and, for other purposes in connection with said operations, all as hereinafter more specifically provided; NOW. THEREFORE, in consideration of the premises and of mutual COvenants and promises hereinafter contained. the parties hereto do hereby agree as fOllows; I. Premises - Lessor hel'eby leases to Lessee for its exclusive Use as rental car office Space # 106 located in the airline terminal at Marathon, Monroe County, FlOrida, said space containing 247 square feet, and being designated "Auto Rental Offlce/Counter," as shOwn on Exhibit A, attached hereto and made a part hereOf; and in addition thereto, hereby prOvides 7142 sq. ft. of car prep, area and fourteen (14) rental car ready spaces in the parking lot. 2. Term . This agreement is for. 0 term of five (5) years. commencing November 15, 1994, and expiring on November 14, 1999: 3. Rental and Fees. Lessee will become responsible for payment of renfal " and fees effective the flJ"St full calendar month in which lessee takes possession and begins operations at the Airport. Lessee. for and during the term hereof. sholl Pay to , Lessor for the use and occupancy of said Basic Premises and for the rights and privileges herein granted it at the fOllowing scheduled rates. and fees: (0) Counter Rental: Office/Counter space rental will be paid for at the fOl/owing rates: Marathon Airport - $20.00/sq. ft./per annum + tax. Counterioffice rental space includes that space physically enclosed by the counter. side partitions and badwall. This rate includes the operating and maintenance expense directly related to the airline terminal cost center plus allocated administrative cost plus return on investment. These rates, which are currently equal to the airline rental rate for publicly exposed space, will be adjusted yearly, The annual adjustment sholl be made in accordance with percentage change in the Consumer Price Index (CPI) for Wage Eamers and Clerical Workers in the Miami. Florida. area index, and shall be based upon the annual average CPI computation from January 1 through December 31 of the previous year, (b) Car J;!ret). Area. 7142 sq. ft.. .395/sq. ft./per annum. utilities to be paid by lessee. lessor shall obtain any development permi/s. use permits and oCCupational licenses necessary for the washing and other preparation. other than mechanical repairs, of cars for rental. (d) Concession Fee: Guaranteed minimum annual concession fee for each contract year of fhe five IS) year term of this concession agreement shall be $27.000.00. The Lessee agrees to pay monthly ten (l0) percent of gross revenues for the previous month or one twelfth (1/12) the guaranteed annual minimum. whichever is greater. In the event the total amount paid during any one year period under this method exceeds ten percent of gross revenues or the annual minimum guarantee. whichever i'grealer. tor that one year period. an CJdjustment will be made to the first months rent for the next SUbsequent periOd or. at the end of the fifth year. reimbursement will be made within fhirty days, (c) Fourteen (J41 Car Ready $oaces - Exhibit C _ no charge. ? A performance bond i(l the ..amount of $25.000 (twentY.five thousand dollars) shall be provided to the Board of County Commissioners and shall be held in escrow as security to insure conformance with the contract provisions. It is not the intent of the County to call the bond for rentell payments unless there is a violation of the contract. 4. Definition of Gras.. Re.ceiots . 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 an the car rental agreement). by the customer to Concessionaire for or in connection with the use of vehiele contraeled for. delivered or rented to the customer at the Airport. regardless of where fhe payment is made or where the vehicle is retumed. The Concessionaire for the purpose of its concession rentals shall report all income, both cash and credit, in its monthly gross receipts statement. 5. ACcounting Procedures. The Concessiona~e shall keep records of all sales and revenues. whether for cash or credit. whether collected or not from its operations in a manner generally accepted as standard to the automobile rental industry locafed on Airports. lessee agrees fa operate its business upon the Airport so . that a duplicate rental agreement invoice. serially pre-numbered. shall be issued for I each sale or transaction whether for cash or credit. lessee further agrees that it will make available to Monroe County. a full and compiete book of accounts and other records required by the County to provide a true account of all revenues pertaining to its operations under the provisions hereof. The County. acting through its Finance Director or other authorized representative. sholl hove the right to inspect and audit the 3 Concessionaire's books of accounts and other records directly generated at the Marath"n Airport office or otherwise pertaining directly to this agreement. Knowingly fumishing the County a fatse statemen.t of its gross sales under the prOVision hereof will .' constitute a defaull by the Concessionaire of this agreement and the County may, at its option. declare this contract termInated. The lessee retains the right to have its controller or a representative assigned by its controller to be present during any inspection or audit by the County. Ten (10) business day"s notice musl be given of intent to audit by the County to allow Lessee's controller sutficient time to schedule said presence. . 6. Abatement of Minimum Guarantee - In the event that (I) for any reason the number of passengers deplaning on scheduled airline flights at the Airport during any month shall be less than eighty percent (80%) of the number of such deplaning passengers in the same period in the preceding calender year, or in the event that (2) in the opinion of the Board of County Commissioners. the operation of Lessee's car rental business at the Airport is affected through no fault of Lessee by shortages or other disruption in the Supply of automobiles. gasoline. or other goods necessary thereto. and . said shortages or other disruptions results in the mat<;rial diminution in lessee's gross receipts hereunder for a period 0f at least thirty (30) days, and said shortages or other disruptions ore not caused by a labor dispute with lessee, such diminution to be satisfactorily demonstrated by lessee to the Boord of County Commissioners. then. in either event. the Minimum Guarantee Fee shoutd' be abated for the periOd of lime such condition continues to exist. During said period of time, Lessee shall continue to A pay to the lessor ten percent. () O%} of gross receipls from the opera lions hereunder os hereinbefore defined. 7. Investment bv the lessee - All leasehold improvemenls and their titles sholl vest immediately in Monroe County upon Iheir acceptance by the County. Furniture. furnishings. fixtures and equipment will remain the personal property of Concessionaire and may be removed upon Ihe lermination of the agreement.. provided all of its accounfs payable to the County are paid at Ihat time. 8. leasehold ImQrovements - Lessee has the right during Ihe 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 ather personal property useful from lime to time in connection with its operafion on the Airport. all of which shall be and remain the property of lessee and may be removed by Lessee prior to or within a reasonable lime after expiration of the term of this agreer:nent; provided. however. that Lessee sholl repair any damage to the premises caused by such removal. ihe failure to remove trade fixtures or of her personal property shall not conslifute Lessee 0 hold-over. but all such property not removed within ten (10) days after Lessee receives a written demand . for such removal shall be deemed abandoned ana thereupon shall be the sole properly of the Lessor. leasehold improvements shall include any installation of walls. partitions. doors I and windows. any electrical wiring. panels, conduit~. service connections. recepfacles or lighting fixtures attached towolls. partitions. ceiiings or floor, all interior finish to floors. Walls. doors. windows or ceilings; and all floor treatments or coverings. other than ~ carpeting. that is affIXed to floor;; ~anitary disposal lines and sinks. commodes. and garbage disposal units; all heating, air treatment or ventilating distribution systems. including pipes. duels, venthOOds, air handling unils and hot water generator;; and all refrigerator rooms or vaults arid refrigerated waste rooms including refrigeration or ventilating equipment included with some. Any furniture. fIXtures. eqUipment, carpeting and draperies not classitied os leasehold improvements above shall be the personal property of the Concessionaire. 9. Damaae and Iniu'Y - 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 AlrpOrl and the Concessionaire hereby agrees to repay or be responsible fa Monroe Counfy far all damages to the properly of the Counfy which may be caused by on oct or omission an the parl of the Concessionaire, ifs agenls. servants. or employees and except to the extent that such damage to the properly is covered by insurance required'ta be provided by the Concessionaire under any provision hereof. or is provided by Monroe Counfy (except subrogalion rights of the Counfy's carrier). Concessionaire shall pay, an behalf of Ihe Counfy. all sums which the Counfy shall become obligated to pay by reason of the Iiabilify. if any, imposed by law Upon the Counfy for damages pecause of bodily Injury. inciuding damages for care and loss of service. inclUding death at any time resulting from bOdily injury and because of injury tolor destruction of properly. including the loss or use thereof which may be caused by or result from any of the activities. omission. or operations of the - Concessionaire, its agents. servants, or employees on the Airport. R 10. Qther Development of Airport - Monroe County reserves the right to further develop or improve the landing area of the Airport as ils sees fit. regardless of , the desires or views of the Concessionaire, and without interterence or hindrance' . , provided, however. that in no event can the County deprive the Concessionaire of reasonable and direct routes of-ingress and egress to the premises. 11. Terminal Area Planning - lessee acknowledges that Monroe CountY has' Master Plans including terminal area revisions, lessee hereby agrees to cooperate to the fullest with ,the County. especially in those arees of terminal improvements which may at some time cause relocation of rental car facilities. J 2. Utilities - Electricity, water and trash removal service will be assessed to Lessee at a surcharge of $250.00 per month, which monthly fee shall be adjusted for each contract year commencing November 15, 1995, in accordance with the percentage change in the Consumer Price Index (CPI) for Wage Earners and Clerical Workers in the Miami, Florida, area index, and shaH be based upon the annual average CPI computation from January ~ through December 3 J of the previous year. . J3. lessee's Obliaations - Lessee covenants and agrees: / (a) to pay the rent qnd other charges herein reserved at such times and places as the same are payable: (b) to make no alterations. additions or improvements to the demised premises without the prior written consent of lessor, which consent shall be not be unreasonably withheld; (c) to keep and maintain the demised premises in good condition, order and repair during the term of this agreement. and to surrender the same upon the expiration of the term in the condition in whiCh they are required to be 7 kept, reasonable wear and tear and damage by casualty. not caused by Lessee's negligence, riot and civil commotion, excepted: (dJ to observe and comply with any a~d all requirements of the constituted public authorities and with all federal, state or local statutes, ordinances, regulations, .and standards applicable to Lessee or lts use of the demised premises, including, but not limited to, rules and regulations promulgated from time to time by or at the direction of Lessor for administration of the Airport: - (e) to pay all taxes assessed or imposed by any governmental authority upon any building or other improvements erected or installed on the demised premises during the term of this agreement: and . (f) to control the conduct, manner an.d appearance of its officers, agents, and employees, and any objection from the Director of Airports concerning the conduct, manner or appearance of such persons, Concessionaire shall forthwith take steps necessary to remove the cause of the objection. J 4. lessor's Insoection and Maintenance - lessor and its authorized office", employees. agents, contractors, subcontractors and other representatives shall have the right to enter upon the demised premises for the following purposes: (a) to inspect the demised premises at reasonable intervals during regular business hours (or at any time in case of emergency) to determine whether Lessee has complied and is complying with the terms and conditions of this agreement with respect thereto; or (b) to perform essential maintenance, repair, relocation, or removal of existing underground and overhead wires, pipet drains, cables and conduits now located on or acroS$ the demised premises, and to construct, maintain, repair, relocate and remove such facilities in the future if necessary to carry out the Master Plan of development of the Airport: provided, however, that said Work shall in no event disrupt or unduly interfere with the operations of 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 cr Upon the demised pre!T1ises by lessor, Lessee or third parties. as a result of the exercise by lessor of its rights hereunder, and the repair of all damage to such fixed improvements caused thereby, shqll be borne solely bY.lessor. A i. 15. Indemnification - lessee sholl indemnify and hoid lessor forever harmless from and ogQinst all liability imposed upon lessor by reoson 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. docurl]ents. summonses. or other legal process whatso~ver served upon Lessor or its agents, and provided further that Lessee and its insurer, or either of them, shall havE7 the right to investigate, compromise, or defend all claims, actions, suits and proceedings to the extent of Lessee's interest therein; and in connection therewith. the parties hereto agree to faithfully cooperate with each other and with Lessee's insurer or agents in any said action. (a) Insurance - Lessee 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. . (b) Coveraae - The lessee shall procure and maintain insurance of the types and to the Iimits.os contained in Exhibit "0", which is hereby made a part of this Lease. 16. Non-Discrimination - Lessee shall furnish all services authorized under this agreement on a fair, equal and non-discriminatory basis to all persons or users thereof, charging fair. reasonable. and non-discriminatory prices for all items and services which it is permitled to sell or render under this agreement shall be construed as n requiring the Lessee to seek. approval by Monroe County before or after Lessee establishes or alters its rental car rates. Franchisee shall not discriminate in its employment practices against any p~rson on the basis of race, sex. creed, color, national origin, age or any other characteristic or aspect which is not job related. 17. Rules and Reaulatrons..- lessee agrees to observe and obey, during the term of this agreement, all laws, ordinances. rules and regulations promulgated and enforced by the County and by any other proper authority having jUriSdiction over the conduct of the operations at the Airport. Within thirty (30) days from the date of this contract, the County shall provide Lessee a written list of all rules and regulations which it has promulgated up until that time and which will effect the Lessee's operations hereunder. In the event new rules and regulations are contemplated. written notice of same shall be furnished to Lessee, aOnd lessee will be given thirty (30) days to comply. In the event that Lessee should determine that any contemplated rule or regulation unreasonably hinders him in his operation under this agreement, the Lessee shall so notify the County, and the parties hereto agree that any problem arising incidental thereto will, as much as possible. be worked out between the parties without the . necessity to resort to further legal remedies. I , 8. Furnishino 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 mqintain for the benefit of the public, the rental caf' concession provided for and described herein, and qll aspects and parts and services thereof as hereinabove defined. and set forth, and will make all such .. facilities and services available to the pUblic and that he will devote his best etror1s for the accomplishment of such purposes. 19. United ~tates' Reauirements - This lease sholl be subject ond subordinate to the provisions of any existing or future agreement between the Lessor and the United Stotes relative to the operation er rryaintenance of the Airporl, and execution of which hos been or may be required by the provision of the Federal Airport Act of 1946. as amended. or any future act affecting the operation or maintenance of the Airport, provided. however. that Lessor shall. to the extent permitted by law, use its best efforts to cause any such agreement to include provisions protecting and preserving the rights of Lessee in and to the demised premises and improvements thereon, and to compensation for the taking thereof, and payment for interference therewith and for damage thereto. caused by such agreement or by actions of the Lessor or the United States pursuant thereto. 20. Lessor's Covenants - The Lessor covenants and agrees that: (a) Lessor is the lawful Owner of the property demised hereby, that it has lawful POssession thereof; and has good and lawful authority to execute this Lease: and . (b) throughout the term hereof Lessee may have, hold and enjoy peaceful and uninterruptep possession of the premises and rights herein leased and granted, subject to perlormaryce by Lessor of its obligations herein. 21, Cancellalion by Lessor - If any of the following events OCcur, the Lessee shall be deemed to be in defaull of its obligations under the ogreemenl, in which case - - Monroe County shall give the Lessee notice in writing to cure such default within thirty 11 (30) days. or the concession will be ,automatically canceled at the end of that time and such cancellation will be without forfeiture. waiver. or release of the County's right to any such of money due pursuant to this agreement for the full term hereof: (a) if Lessee shall make a general assignment for the benefit of credito~. or file a voluntary petition in bankruptcy or a petition or answer seeking its reorganization or the readjustment of its indebtedness under the Federal Bankruptcy Laws of any other, similar law or statute of the United States or any state. or government. or consent to the appointment of a receiver. trustee or liquidator of all or substantially all of the property of Lessee; (b) if any order or decree of a court of competent jurisdiction Lessee shall be adjudged bankrupt or an order shall be made approving a petition seeking its reorganization, or the readjustment of its indebtedness under the Federal B.ankruptcy Laws of any law or statute of the United States or any state. territory, or possession thereof or under th~ law of any other state, nation. or government. provided. that if such judgment or order be stayed or vacoted within ninety (90) days after the entry thereof. any notice of cancellation given shall be and become void and of no effect; (c) if by or pursuant to any order or decree of any court or governmental authority. board. agency or officer having jurisdiction. a receiver. trustee or liquidator shall take possession or control of all or substantially all of the property of Lessee for the benefit of creditors. provided. that if such order or decree be stayed or vacated within sixty (60) days after the entry thereof or during such longer period in which lessee diligently and in good faith contests the same. any notice of cancellation shall be and will become null. void and of no effect; (d) if Lessee fails to pay the rental charges or other money payments required by this instrument and such failure shall not be remedied within thirty (30) days following r~ceipt by Lessee of written demand from Lessor to do so; (e) if Lessee defaylts in fulfilling any of the terms. covenants. or conditions required of it hereunder and fails to remedy said default within thirty (3D) days following receipt by Lessee of written demand from Lessor to do so. or if. by reason of the nature of such default. the same cannot be remedied within thirty (3D) days following receipt by lessee of written demand from Lessor to do so. then. if Lessee shall have failed to commence the ~emedying of such default within thirty (30) days following such written notice. or hClving so commenced. shall fail thereafter to continue with diligence the curing th~reof; (f) if the Lessee shall desert or abandon the premises for seven (71 consecutive calendar days: ~ ..~ ." , (gJ if the concession or the estate of the lessee hereunder shall be transferred. subleased. or assigned in any manner except in the manner as herein permitted; (h) if the Lessee shall fail.to pay any validly imoosed tax: assessments; utility rent. rate or charge: or other governmental imposition: or any other charge or lien against the premises leased hereunder within any grace period allowed by law. or by the governmental authority imposing the some. during which payment is permiHed 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 for five doys during any thirty doy period. unless such foilure is caused by an act 01 God. national emergency or a labor strike of which the lessee has given the County immediate notice. the concession may be canceled within thirty (30) days of the giving of notice by the County ond the Lessee sholl not be permitted to Cure such default. 22. Additionol Remedies - In the event of a breach or a threatened breach by Lessee of any of the agreements. terms, covenants and conditions hereof, Ihe County shall have the right of injunctian to restroin said breach and to invoke any remedy allowed by low or equity. as if specific remedies. indemnity or reimbursement were not herein provided. The rights and remedies given to Monroe County are distinct. separate and cumulative. and na one of them. whether or not exercised by fhe County, shall be deem,ed to be in exclusion of any of the others herein or by law or in equIty provided. No receipl/of monies by Monroe County from Lessee after the cancellation or termination hereof shail reinstate. continue or -extend the term. or affect any notice previoUSly given to Lessee. or operate as a woiver 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 Ihe right of the County 10 recover possession of ..... .,. the premises by suit or otherwise. It is agreed that. affer the service of notice to cancel or terminate as herein provided. or affer the commencement of any proceeding. or affer a final order for possession of the premises. the County may demand and collect any monies due, or thereafter falling due. without in any manner affecting such notice. proceeding, or order; and any and all such monies and occupation of the premises. or at the election of the County on account of Lessee's liability hereunder. The parties agree that any litigation arising out of the agreement shall be brought in Mo~roe . County, Florida. and determined under the laws of the State of Florida. The prevailing party shall pay .any reasonable attorney's fees incurred by the other party in the event of liligation. Lessee will pay any reasonable. attorney's fees incurred by the County in the enforcement of the agreement other than through litigation. including but not limited to all costs and attorney's fees in collecting. bankruptcy or reorganization proceedings, or appeal of any such matter. 23. Cancellation by Lessee - Lessee shall have the right upon written notice to Lessor. to cancel this agreement in its entirety upon or affer the happening 01 one or more of the fOllOWing events. if said event or events is then continuing: (a) the issuaoce by any court of apparent competent juriSdiction of an injunction. order, or decree preyenting or restraining the use by Lessee of all or any substantial part of the/demised premises or preventing or restraining the use of the Airport for usual airport .purp,oses 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 fwenty (J 20) days; (b) the default of Lessor in the performance of any of the terms. Cov.enants or conditions required of it under this instrument ~:md the failure of Lessor to cure such default within a period of thirty (30) days fOllOWing receipt of written demand from Lessee to do so, except that if by reason of the nature of such default. the same cannot be cured within said thirty (30) days. then lessee shall haye 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 haYing so commenced. shall fail thereafter to continue with diligence the curing thereof; (c) the inability of. lessee to conduct its business at the Airport in SUbstantially the same manner and to the same extent as theretofore conducted, for a period of at least ninety (90) days, because of (i) any law. (ii) any rule. order. judgment. decree. regulation. or other action or non-action of any Governmental authority.. board, agency or officer having jurisdiction thereof; (d) if the fixed improvements placed upon the demised premises are totally destroyed or so extensively damaged that it would be impracticable or uneconomical to restore the same to their previous condition as to which lessee is the sole judge. In any such case. the proceeds of insurance, if any, payable by 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 h~reby granted. and lessee receiving the balance thereof. If the damage results from an insurable cause and is only partial and such that the said fixed improvements can be restored to their prior condition within a reasonable time, then lessee shall restore the same with reasonable prpmptness. and shall be entitled to receive and apply the proceeds of any insurance covering such loss to said restoration. in which event this agreement shall not be canceled but shall continue in full force and effect, .and in such case any excess thereof shall belong to lessee: (e) in the event of destruction of all or a material portion of the Airport or the Airport facilities, or in the event that any agency or instrumentality of the United States Government. or any state or local government occupies the Airport or a substantial part thereof. or in the event of military mobilization or public emergency wherein there is a curtailment. either by executive decree or legislatiye action. of normal civilian traffic at the Airport or the use of motor vehicles or airplanes. by the general public. or a limitation of the supply of automobiles or of automobile fuel, supplies. or parts for general public use. and any of said events results i~ 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 (J 5) days; (f) in the event that at any time prior to or during the term of this agreement, Lessee Os presently existing right t6 operate an automobile rental concession at the Airport is withdrawn. canceled. lerminat~d, or not renewed by lessor; 1" (g) the taking of the whole or any part of the demised premises by the exercise of any right of condemnation or eminent domain: (h) if at any time during the basic term or option term of this lease a majority of the scheduled air transportation serving the local area no longer operates from the Airport; ,or . (i) if at any time during the basic term hereof or the option periods, the Airport or terminal building is remoyed to a place more than three (3) road miles in distance from its present loc;:ation. (j) If at any time Lessee desires to terminate the lease without cause, and provides thirty (30) days prior written notice to the County. and pays two (2)' . month's rent and the greater of la) 10% of the equivalent of two (2) month's gross. or (b) 2112's of the minimum guarantee: orif Lessee desires to terminate the lease without cause and provides no notice or less than thirty (3D) day's written nqtice. and pays three (3) month's rent and the greater of (a) 10% of the equivalent of three (3) month's gross, or (b) 3/1 2's of the minimum guarantee. For purposes of this paragraph, gross revenues shall be based on the immediately preceding two months or three months. respectively. depending upon whether thirty days notice is given. 24. Lessee's Reserved Riahts - Nothing contained in this Agreement shall limit or restrict in any way such lawful rights as Lessee may have now or in the future to maintain claims against the federal, state, or municipal government, or any department or agency thereof. or against any interstate body, commission or authority, or other public or private body exercising governmental powers. for damages or . compensation by reason of the taking or occupation. by condemnation or otherwise. of all. or a substantial part of tl')e demised premises. including fixed improvements thereon. or of all or a material part of the Airport with adverse effects upon lessee's use and enjoyment of the demised premises for the purposes hereinabove set forth: and Lessor hereby agrees to cooperate with lessee in maintenance of any just claim of said 1~ to nature. and to refrain from hindering. opposing. or obstructing the maintenance thereby by Lessee. 25. Assianment and Subletting - It is expressly agreed and understood that any and all obligations of Lessee hereunder may be fulfilled or discharged either by . Lessee or by a Licensed memb~r at Enterprise Rent-a-Car. duly appointed thereto by Enterprise Rent-a-Car, and that any and all privileges of every kind granted Lessee hereunder extends' to any Licensee so appointed; provided. howeyer, that notwithstanding the method of operation employed by Lessee hereunder any appointed Lessee always shall continue to remain directly liable to Lessor for the performance of all terms and conditions of this lease. Except hereinabove set out, the premises may not be sublet, in whole or in part. and Lessee shall not assign this agreement without prior written consent of lessor. nor permit any transfer by operation of law of Lessee's interest created hereby. other than by merger or consolidation. 26. Other Use - Lessee shall not use or permit the use of the demised premises or any part thereof for any purpose or use other than an authorized by this agreement. 27. Liens - Lessee. shall cause to be removed any and all liens of any nature arising out of or because of any construction performed by lessee or any of its contractors or subcontractors upon the demised premises or arising out of or because of the performance of any work or labor upon or the furnishing of any materials for use at said premises. by or at the cijrection of Lessee. 0("7 , 28. Time - In compufing Lessee's term -within which to commence construction of ony fixed improvements or to cure ony defoull os required by this Leose. there sholl be excluded' 011 deloys due to strikes. lockouts. octs of GOd ond the public enemy. or by order or direcHon or other interference by ony municipol. Slole. - Federol or other governmentol'deportment, boord, or commission hoving jurisdiction, or other causes beyond Lessee's control. 29. Poroorooh Heodings - Poro9roph heodings herein ore intended only to ossist in reoding'identificotion ond ore not in limitotion or enlorgement of the content of any paragraph. 30. Notices - Any notice of other communication from either party to the olher pursuont to fhis ogreemenf is sufficiently given or Communicoted if sent by registered moil. with proper postoge ond registrotion fees prepaid. oddressed to the . party for whom intended. at the fOllOwing addresses: For lessor: Monroe County Board of County Commissioners P. O. Box J 680 Key West, Florida 33040 For Lessee: Enterprise Leasing Company 2 J 50 N. State/Road 7 Lauderdale Lak~s, Fl,333J3 or to such other oddress os fhe porty being given such notice shall Irom time to time designate to the other by notice given in accordonce herewith. 18 31. The County hereby ogrees not to enter into ony outomobile rentol concession ogreement with ony person. portnership" or corporotion other thon the Concessionoire unless the some sholl be upon terms no more fovoroble thon those herein gronted 10 the Concessionoire. ond sholl require outomobile rentol services substontiolly equivolent to fhose ovoiloble from outomobile rentol concessionoires upon airports of comparable size throughout the United States. Nothing herein contoined sholl iimited the County from moking such reosonoble distinctions betWeen' the outomobile rentol concessionoires with respect to, the ossignment or ollocotion of rentol counter spoce ond porking oreos os moy oppeor to it 10 be justified by the differing operotionol requirements of the respective rentol cor concessionoires by reason of the differing amounts of Airport automobile rental business done by each of the respective concessionaires. IN WITNESS WHEREOF. the porties hove coused these presents to be executed by their respective officer or represenfotive thereunto duty outhorized. the doy ond yeor first above written. (SEAlJ ATTEST: DANNY L. KOLHAGE. CLERK. MONROE COUNTY BOARD OF COUNTY COMMISSIONERS BY~~~ BY~~J~./--v Deputy Cle .. I ~ ~ ~ ~W't I ness ENTERPRISE LEASING COMPANY ~//7 B~ ~ mle~ . . entiCe" MaRager ~ b/ AIR/enlerroc:tloc 19 . ~t=J. .. . , ... 0 .. ., , " r . . .. 1~@ \0 ... ~~ ~ ~ "'" - 'e,V) . , . ~ C <J 0 [ . CI) . ~ - 'A ~~ rt ,., Cl, .... ~ ..J ~ < LL- % 0 I-oC :r tlI: CIJ Eo< Z ~@ 0 :J: ~ ~ < ~ l.1... a Q:: \4 - S < o . C :r ,., ..... <( .f I . ~ ~ .~ I ~~ ..... ... ... ....... ,..., :! .... CQ -L 0 0 I " ~~lIa] . Exhibit A .... 6 - , ~ ... \~ ~ ~ ~ ~ I 1: ~ ~ I !i I "" "t . - '- ~ 11 (ij C).. ....,. "'" s;. f C"( "'" " ro-, 'X.. - .. .. .. .. I '" . ~ .... 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'. . . . . . . . . . . . . . . . o . . . , ; . 0 . . . . . . . . o . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . o . . . . . . . 0 . . . . . . . . . . .' . . . . : : . . : : . . . . ::... . . . . . . . ,. ,'.... o . . . . , . . . . . . . . . . . . & 'Ill ,.",...~ '/ MONROE COUN'ry, FL01UDA INSURANCE GUIDE . TO . CONTRACT ADMINISTRATION .. Generallnsunlllce Requirements . for Airpon/Aircraft Activifies Prior to Ille commencement of work governed by this contract (including the pre-staging of ' personnel and material). lhe Vendor'shaU obtain. at hislhcr own expense:. insurance as specified in the attached schedules, which are made part of this Contract. 11,e Vendor will ensure that lhe insurance obtained will extend protection to all Contl'3Clors engaged by lhe Vendor. , The Vendor will not be permilled to commence work governed by this contract (including pre- staging of personnel and material) until Satisfactory evidence of tlte required insurance has been furnished to the County as specified below. The Vendor slJaJllI)8intain Ihi: required insurance throughoutlhe entire lerm oflhis contract and any =ensions specified in any attached schedules. Failure to comply with this provision may result in the immediate suspension of all aClivi ties conduct ed by tlte Vendor and itsCunlractors until the required insurance has been reinstated or repJaced. The Vendor shall provide, 10 the County, as satisfactory evidence of the required insurance, either: ./ · Certificate of Insurance or · A Certified copy of the actual insurance policy. Th~ Coonty,.at its sole oPtion, has tlte right to request a ccnitied copy of any or all insurance poLiclcs requIred by this contract. All insurance policies must specifY Uuit Ihey are not subjcct to cancellaLion. non-renewal. material change, or reduction in COverage unless a minimum ofthiny (30) days prior notitication is given t~ the County by the insurer. . . '.. . => The aCCeptance and/or approval of the Yendor's inSurance shall not be construed as relicving the Vendor from any liability or obligation assumed under tit is contlllct or imposed by law. The Monroe County Board llfCounty Commissione"" its employees and officials will be included"' as "Additional'nsured" on all policies, except for Workers' Compensation. . Any deviatiolU from t"ese General Insurance Requirements.must be requested in writing nn the County prepared form entitled "HeqnC5t ror W.iver or Insunlncc Itel/uiremenls. and approved by Monroe Co~nty Risk Management. . . ~ I\dmilli.no'i,'c 'nuu..,_ U"'709. r _ , . " .. ^rnl 22. If}').\ III In. a.nc r GENERAL L.i\nII..ITY . INSURANCE REQU'UEMENTS FOIt .. -. CONTRACT DETIVEEN MONROE COUNTY., FLORIDA " AND .... . Prior to the commencement of work governed by this contract, the ContrGctor shall obtnin General Liability Insurance. Coverage shalJ be mainlainedthroughoullhe life of the co~trclcl and include. as a minimum: . , · Premises Operations · Products and Completed Operations · Blanket Contractual Li:1biJity · Personal I nJury Liability · Expanded Definition of Property Damage The minimum limits acceptable shall be: SI,OOO,OOO Combined Single Limit (CSL) If split limits arc provided7 the minimum limits acceptable shall be: S 500,000 per Person S J ,0007000 per Occurrence S 100,000 Property Damage An Occurrence Fonn policy is preferred. If covcrGge is provided on a CJaims Made policy. its provisions should include coverage for claims filed on or aller the effective uate of this contract. In addition, the period for which claims may be reponed should extend lor C1 minimum of twelve (12) months foHowing the :1Cccptance of work by the County. Th~ ~o~roe County, Board of County Commissioners shal1 be named as Additional Insured on all pollclc., Issued to satIsfy the.above requirements. , '- . . . I "7.:;) -. ..... ,. ~ (" ~ ISlI'n...'"G r ... VEHICLE LIADILIlY INSURANCE REQUlnEMENTS . FOR ,; CONTRACT UET\VEEN MONROE COUNTY, fiLORlJ)A AND - Rccogni7Jng that the work governed by this contract requires the use of vehicles, the Contrnctor, prior to the commencement of work. shall obtnin VchicJc Liability Insurance. Covcrngc shall be maintained throughout the life of the contract and incJude, as ~ minimum.. liability coverage fOr. · Owned. Non-Owned, and flired.Vehiclc:s The minimum ~imits acceptable shall be: SI,OOO,OOO Combined Single Limit (CSL) lrsplit limits are provided, tIle minimum limits acceptable shall be: S 500,000 per Person SI,ooO,OOO per Occurrence S Joo,OOO Property Damage The Monroe County Board of County Commissioners shall be named as Additional Insured on all polici= issued to satisfy the above rcquircmenu. . J I ... .... J\duMn;lUah\Oe 1..""'1.... vr 1 u~.".,. . ,L . IAlI'rirh,!,: - WORKERS' COMPENSATION INSURANCE HEQUIREMENTS , "FOR CONTRACf , nrmVEEN MONROE COUNTY~ FLORIDA AND , Prior to the corrunenccment of work' governed by this contract, the Contractor sh,,1/ obtain Work"",' Compensation Insurance with limits sufficient to respond to the appficable state statutes. In addition, the Contractor shall obtain Emplnyers' Liability Insurance with limits of not less than: SJ ,000,000 Bodily Injury by Accident . S, .000,000 Dodily Injury by Disease, policy limits S 1,000,000 Dodily Injury by Disease. each employee Coverage shall be maintained throughout the entire term oftlJe contract. Coverage shall be provided by a company or companies aUlhorized to transact business in Ihe state of Florida and the company or companies must maintain.. minimum rating of A-VI, as assigned by the A.M. Best Company. If the Contractor has been approved by the Florida's Department of Labor. as an authori7.ed seff. insurer. the County shall recognize and honor the Contractors status. TIle Contractor may be required to submit a Letter of Authorization issued by the Departmcnt ofWor amJ a Certificate of Insurance, providing details on the Contractors Excess Insurance Program. ffthe ~~ntr.Jctar Participates in a self-insurance fun~, a Certificate oflnsurance will be required, In additIOn, the Contractor may be required to submit updated financial statements from the fund upon request from the County. " :::::. I .... .... I\dml~in,...ve IllIIl'UC1iun .~70?"1 we)