Item C12
BOARD OF COUNTY COMMISSIONERS
AGENDA ITEM SUMMARY
MEETING DATE: 3:/16/05
DIVISION: COUNTY ADMINISTRATOR
BULK ITEM: YES
DEPARTMENT: AIRPORTS
STAFF CONTACT PERSON: Peter Horton
AGENDA ITEM WORDING: Approval of lease extension agreement for Hertz Corporation for facilities at the Key West
I nternational Airport.
ITEM BAGKG ROUND: Extension is for the period of 4/1/04 through 4/20/14.
PREVIOUS RELEVANT BOGC ACTION: Approval of lease and concession agreement 2/21101.
CONTRACT/AGREEMENT CHANGES: New extension agreement.
STAFF RECOMMENDATION: Approval
TOTAL COST: None
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 $195,612.73, FY 2004
APPROVED BY: County Attorney X
OMS/Purchasing X Risk Management X
AIRPORT DIRECTOR APPROVAL
(~-ft
Peter J. Horton
DOCUMENTATION: Included X
Not Required
AGENDA ITEM #
DISPOSITION'
Ibev
APB
MONROE COUNTY BOARD OF COUNTY COMMISSIONERS
CONTRACT SUMMARY
Contract #
Contract with: Hertz Corporation Effective Date: 4/21/04
Expiration Date: 4/2014
I Contract Purpose/Description: Lease Extension Agreement
Contract Manager: Bevette Moore
(name)
# 5195
(Ext.)
Airports - Stop # 5
(Department/Courier Stop)
for BOCC meeting on: 2/16/05
Agenda Deadline: 2/1/05
CONTRACT COSTS
Total Dollar Value of Contra
Budgeted? N/A
Grant: N/A
County Match: N/A
Current Year Portion: N/A
Account Codes: N/A
Estimated Ongoing Costs: N/A
(not included in dollar value above)
ADDITIONAL COSTS
For: .
(ego maintenance, utilities, janitorial, salaries, etc.)
CONTRACT REVIEW
Date In
Changes
Needed
Yes No
.~
l,/j'). eef:r H07pn
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Reviewer
Airports Director
LI2..~/6
) (~
Risk Management
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O.M.B./Purchasing
/ I
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County Attorney
/J I for Po
( i -e.-.d.-IL-O' I '7 e.--I'lCA d er
County Attorney
/
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Comments:
Date Out
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LEASE EXTENSION AGREEMENT
KWIA
THE HERTZ CORPORATION
THIS LEASE EXTENSION agreement is entered into this day of ,
2004, by and between Monroe County, a political subdivision of the State of Florida,
/-Merea1ter---cessor,-and~ HERTZ CORPORATION, qualified to do business in the State of
Florida, hereafter Lessee.
WHEREAS, on the 21st day of February, 2001, the parties entereej into a car rental
lease and concession at the Key West International Airport, hereafter original lease, copy of
which is attached to this extension agreement and made a part of it; and
WHEREAS, the term of the original agreement was for five years, commencing on
April 21, 1999, but the parties desire to extend the original agreement term by ten 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 term of ten years, commencing on April
21, 2004 and expiring on April 20, 2014.
2. Paragraph 3 of the original agreement is amended to read:
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 the rigl1ts and privileges
herein granted it as follows:
(a) Counter space, includes that space physically enclosed by the
counter, side partitions and back wall. Rental for this space will be 'Jaid for at
the rate of - $38.32 per square foot per annum plus tax, with a guaanteed minimum
total counter space rent of $4,778.50, per annum, including tax.
(b) Office soace rental will be paid for at the rate of $30.66 per square
foot per annum plus tax, with a guaranteed minimum total courter space rent of
$3822.30, per annum, including tax.
(c) Car Readv Soaces as described in Exhibit B - no char~;e.
(d) Concession Fee Guaranteed minimum annual conce~.sion fee for each
contract year of the ten year term of this concession agreement shall be
$107,700.00 per year. The Lessee agrees to pay monthly ten percent of gross
revenues for the prevIous month or one twelfth 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
gUdranlt:!e, Whiche'ver- Is gr-eater", for that one ye';;:l period, ::m adjustment will !in
made to the first months concession fee for the next subsequent period or, at
the end of the tenth year, reimbursement will be made within thi-ty days. Lessee
also agrees to pay to the Lessor $2500 per month, payable in advance by the first of
each month, to be used by the County for capital improvements to the existing KWIA
terminal building, or a new terminal building, if the BOCC elects tc construct a new
terminal building.
A performance bond in the amount of $25,000.00 shall be provided to the Board of
County Commissioners and shall be. held in escrow as security to ensure conformance with
the contract provisions. It is not the intent of the County to call th(? bond for rental
payments unless there is a violation of the contract.
These rates are subject to rates and charges as approved by the BOCC, or with an
increase annually, by a percentage equal to the percentage increase in the CPI for urban
consumers for the preceding calendar year.
In the event the KWIA Public Works area becomes available, Lessee desires to lease
the property from the Lessor for twenty years, at appraised Fair Market Value, with a
$1,000,000 fee up front. Commencing on the date Hertz leases the Public Works area, the
additional $2,500 per month fee will no longer be applicable, per 2~). Upon possession of
the Public Works area, the $2500 per month added fee will terminate.
(-ej---t-esseE-als9-ii9fees-Eo- -pay- -tRe-Eettffiy-$2 ,5OO~F- -meffih -t$-3B;OOO -per- -year} '?
-FJayaBfe- tR -ad'ot-aRee~-tfte-fif5t-ef-eeeh--mel"lM-t ,-to -be- -used--by-the -C-ounty-sotety-for ca p ita I
-im I'rovements- to-the -existing- -MWlA- termtnar -buitdi ng-ur-a -nevrtermin3t--buitding- -ot-the
-Gei:ffity !.s-BeaTd*€6tffity-C-em-mi59ieRers--e+ects-ro-eons-tl"t:fct-Et -n-ew-tern I j n ~ l-btritding.
3. Except as set forth in paragraphs two and three of thi!:, lease extension
agreement in all other respects the terms and conditions of the original clgreement remain
in full force and effect.
4. General Insurance Requirements for Airport/Aircraft Activitie~d
Prior to the commencement of work governed by this contract (including the pre-
staging of personnel and material), the Vendor shall obtain, at his/her own expense,
insurance as specified in the attached schedules, which are made part of this contract. The
Vendor will ensure that the insurance obtained will extend protection to all Contractors
engaged by the Vendor.
The Vendor will not be permitted to commence work governed by this contract
(including pr-e-staging of personnel and material) until satisfactory evidence of the required
insurance has been furnished to the County as specified below.
The Vendor shall maintain the required insurance throughout the f:ntire term of this
contract and any extensions specified in any attached schedules. Failure to comply with
_ this provision may result in the immediate suspension of all activities conducted by the
Vendor and its Contractors until the required insurance has been reinstated or replaced.
The Vendor shall provide, to the County, as satisfactory evidence of the required
insurance, either a Certificate of Insurance or a Certified copy of the actual insurance
policy.
The County, at its sole option, has the right to request a certified copy of any or all
insurance policies required by this contract.
All insurance policies must specify that they are not subject to (::mcellationl non-
renewall material change, or reduction in coverage unless a minimum of thirty (30) days
prior notification is given to the County by the insurer.
The acceptance and/or approval of the Vendor's insurance shall no.... be construed as
relieving the Vendor from any liability or obligation assumed under this co:ltract or imposed
by law.
The Monroe County Board of County Commissionersl its employee~ and officials will
be included as "Additional Insured" on all policies, except for Workers' Compensation.
Any deviations from these General Insurance Requirements must be requested in
writing on the County prepared form entitled "Request for Waiver of Insurance
Requirements" and approved by Monroe County Risk Management.
General Liability: As a minimum, the required general liability coverages will
Include: Premises Operations, Products and Completed Operations, Blallket Contractual,
Personal Injuryl Expanded Definition of Property Damage. Required Lr~lits: Sl/OOO,OOU
Combined Single Limit. If split limits are provided, the minimum limits ac,:cptable snail be:
$500,000 per Person; $1,000,000 per Occurrence; $100,000 Property Danage.
Vehicle Liability: As a minimum, coverage should extend to liability for Owned; Non-
owned; and Hired Vehicles. Required Limits: $1,000,000 Combined Sin]le Limit. If split
limits are provided, the minimum limIts acceptable shall be: $500,000 per Person;
$1,000,000 per Occurrence; $100,000 Property Damage.
'vVurkers' Compensatron And Employers' Liability: $1,000/000 Bodily Injury by
Accident. Sl,OOO,OOD Bodily lnjury by Disease, policy limits, $1/000,OO(J Bodily Injury by
DiseasE[ c2ach employee.
5.03) Records. Lessee shall maintain all books, records, and documents directly pertinent to
performance under this Agreement in accordance with generally accepted a< counting principles
consistently applied. Each party to this Agreement or their authorized repres8ntatives shall have
reasonable and timely access to such records of each other party to this A~ireement for public
records purposes during the term of the Agreement and for four years followin~. the termination of
this Agreement. If an auditor employed by the Lessor or Clerk determines tlat monies paid to
Lessee pursuant to this Agreement were spent for purposes not authorized by this Agreement, the
Lessee shall repay the monies together with interest calculated pursuant to Sec. 55.03, FS, running
from thr- date the monie'S were paid to Lessee.
b) Governing Law, Venue, Interpretation, Costs, and Fees: This ,\greement shall be
governed by and construed in accordance with the laws of the State of Florida applicable to contracts
made and to be performed entirely in the State.
In the event that any cause of action or administrative proceeding is instituted for the
enforcement or interpretation of this Agreement, the Lessor and Lessee agree that venue will lie in
the appropriate court or before the appropriate administrative body in Monroe Lessor, Florida.
The Lessor and Lessee agree thatl 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 I D 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
l'r,}Visicln_.;;/ thi~. l''Jrl''l,m,'ntJ ~h~!1 not he> affprtprl thprehy; and E'i'lch remaining term, covenant,
condition and provision of this Agreement shall be valid and shall be enforceable to the fullest extent
permitted by law unless the enforcement of the remaining terms, covenants, conditions and
provisions of this Agreement would prevent the accomplishment of the ori]inal intent of this
Agreement. The Lessor and Lessee agree to reform the Agreement to replace any stricken provision
with a valid provision that comes as close as possible to the intent of the stricken provision.
d) Attorney's Fees and Costs. The Lessor and Lessee 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
attorney's fees, court costs, investigative, and out-of-pocket expenses, as an award against the non-
prevailing party, and shall include attorney's fees, courts costs, investigative, and out-of-pocket
expenses in appellate proceedings. Mediation proceedings initiated and conduct<:!d 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 Lessor.
e) Binding Effect. The terms, covenants, conditions, and provisions of this Agreement
shall bind and inure to the benefit of the Lessor and Lessee and their respective legal
representatives, successors, and assigns.
f) Authority. Each party represents and warrants to the other tilat the execution,
delivery and performance of this Agreement have been duly authorized by all necessary Lessor and
corporate action, as required by law.
g) Claims for Federal or State Aid. Lessee and Lessor agree that ea,:h shall be, and is,
empowered to apply for, seek, and obtain federal and state funds to further the purpose of this
Agreement; provided that all applications, requests, grant proposals, and fundilig solicitations shall
be approved by each party prior to submission.
h) Adjudication of Disputes or Disagreements. Lessor and Lessee agree that all disputes
and disagreements shall be attempted to be resolved by meet and confer sessions between
representatives of each of the parties. If no resolution can be agreed upon within 30 days after the
first meet and confer session, the issue or issues shall be discussed at a public meeting of the Board
of Lessor 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.
i) Cooperation. In the event any administrative or legal proceeding :5 instituted against
either party relating to the formation, execution, performance, or breach of this Agreement, Lessor
and Lessee agree to participate, to the extent required by the other party, in all proceedings,
hearings, processes, meetings, and other activities related to the substance of this Agreement or
provision of the services under this Agreement. Lessor and Lessee specifically agree that no party to
this Agr.e~r.l~nt sh.JlI be rLquir~d to enter into any arbitration proceedings related to this Agreement.
j) Nondiscrimination. Lessor and Lessee agree that there will bt"! no discrimination
against any person, and it is expressly understood that upon a determinadon 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. Lessor or
Lessee agrees to comply with all Federal and Florida statutes, and all local ordinances, as applicable,
~elating 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 use 55. 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 use s. 794), which prohibits discrimination on the basis cF handicaps; 4) The
Age Discrimination Act of 1975, as amended (42 USC 55. 6101- 6107) which prolliblts 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
Alc0hOIl~tll 1-'IIJVl.mUOll, TJ e~tlll!;lll D nd fl.cJ lLlL)illllJ lion Acl of 1970 (PL I) 1 61 (,)! <1', ,") m('nrir,d, rc.htin (']
to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public t-iealth Service Act of
1912, ss. 523 and 527 (42 use 55. 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 use 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 use 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.
k) Covenant of No Interest. 'Lessor and lessee covenant that neither presently has any
interest, and shall not acquire any interest, which would conflict in any manner or degree with its
performance under this Agreement, and that only interest of each is to perform and receive benefits
as recited in this Agreement.
I) Code of Ethics. Lessor agrees that officers and employees of the Lessor recognize and
will be required to comply with the standards of conduct for public officers and employees as
delineated in Section 112.313, Florida Statutes, regarding, but not limited to, solicitation or
acceptance of gifts; doing business with one's agency; unauthorized compensatlc.n; misuse of public
position, conflicting employment or contractual relationship; and disclosure or use. of certain
information.
m) No Solicitation/Payment. The Lessor and Lessee warrant that, in respect to itself, it
has neither employed nor retained any company or person, other than a bona fide employee working
solely for it, to solicit or secure this Agreement and that it has not paid or agreed to pay any person,
company, corporation, individual, or firm, other than a bona fide employee worki'lg 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 Lessee agrees
that the Lessor shall have the right to terminate this Agreement without l.ability and, at its
discretion, to offset from monies owed, or othervvise recover, the full anr<)unt of such fee,
commission, percentage, gift, or consideration.
n) Public Access. The Lessor and Lessee shall allow and permit reasor,able 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 receivec; by the Lessor and
Lessee in conjunction with this Agreement; and the Lessor shall have the right t,) unilaterally cancel
this Agreement upon violation of this provision by Lessee.
0) Non-Waiver of Immunity. Notwithstanding he prOVISions of S.x. 286.28, Florida
Statutes, the participation of the Lessor and the Lessee in this Agreement and the acquisition of any
commercial liability insurance coverage, self~insurance coverage, or local ~Dvernment liability
inSur"fl.:e pOQI cO\rcr.:.age shall not be deemed a w<1iver of immunity to thE extent of liability
coverage, nor shall any contract entered into by the Lessor be required to conta'n any provision for
waiver.
p) 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, c,r employees of any
public agents or employees of the Lessor, when performing their respective functions under this
Agreement within the territorial limits of the Lessor 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 Lessor.
q) Legal Obligations and Responsibilities: Non-Delegation of Constitutional or Statutory
Duties. This Agreement is not intended to, nor shall it be construed as, refieviilg any participating
entity from any obligation or responsibility imposed upon the entity by law except to the extent of
actual and tlmeiy ~c:rjor'I1lanct:' th.:reo{ vy <JflY J,.i4lrtjcJp.::lUng (;ntJty, in which G1SC': thf' performancp
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 Lessor, except to the extent permitted by the Florida constitution, state statute, and
case law.
r) 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 Lessor and the
Lessee agree that neither the Lessor nor the lessee or any agent, officer, or employee of either shall
have the authority to inform, counsel, or otherwise indicate that any particular individual or group of
individuals, entity or entities, have entltlements or benefits under this Agreement separate and
apart, inferior tOr or superior to the community in general or for the purposes c.)ntemplated in this
Agreement.
5) Attestations. Lessee agrees to execute such documents as the Les';or may reasonably
require, to include a Public Entity Crime Statement, an Ethics Statement, and a D;'ug-Free Workplace
Statement.
t) 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 Monr'oe Lessor in his or
her individual capacity, and no member, officer, agent or employee of Monroe L!:ssor shall be liable
personally on this Agreement or be subject to any personal liability or accountability by reason of the
execution of this Agreement.
u) 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 t'lken together shall
constitute one and the same instrument and any of the parties hereto may execute this Agreement
by singing any such counterpart.
v) 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 Agre'~ment.
w) Indemnify/Hold Harmless. Lessee agrees to indemnify and save Le;sor harmless from
and against all claims and actions and expenses incidental thereto, arising out of damages or claims
for damages resulting from the negligence of Lessee, its agents, or employies while Lessee is
cleaning the Airport facilities. However, Lessee shall not be liable for any claims, actions or
expenses which arise from the negligent or intentional acts or omissions of the Lessor, its agents or
employees. The extent of liability is in no way limited to, reduced, or lessen€'d by the insurance
requirements contained elsewhere within this agreement.
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 COMMISSIClNERS
OF MONROE COUNTY, FLORIDA
By
By
MayorjChalrpersc,n
Deputy Clerk
(SEAL)
Attest:
THE
HERTZ ~?-.RP.~e, TION
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By \ 'v '-....'l
Kobert M. Hurwltz, Asst. Secretary
JairHertzX APPROVED AS TO FOR~
.. ~Nll UGAL SUrfJ()H~i
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By Name: Simon Ellis
Title Vice President, Properties and Concess
BY
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DATE
AIl.olmU's 'JFi":CE
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LOBBYING AND CONFLICT OF INTEREST CLAlJSE
SWORN STATEMENT UNDER ORDINANCE NO. 010-1990
MONROE COUNTY, FLORIDA
ETHICS CLAUSE
Simon Ellis
warrants that he/it has not employed, retained
or otherwise had act on hishts behalf any former County officer or employee in vio i a' ion of
Section 2 of Ordinance No.1 0-1990 or any County officer or employee in violation (, f
Section 3 of Ordinance No.1 0-1990. For breach or violation ofthis provision the Ccooty
may, in its discretion, terminate this contract without liability and may also, in its dis~Tetion,
deduct from the contract or purchase price, or otherwise recover, the full amount of any fee,
commission, percentage, gift, or consideration paid to t9tY officer or e' "ployee.
(signature)
Date: Ol Lul)~ I r -zOfltr-
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STATE OF NEW JERSEY
COUNTY OF BERGEN
PERSONALL Y APPEARED BEFORE ME, the undersigned authority,
Simon Ellis
whu, :Jllc,' Il!'" b~!ii.s ';,1 <,)r.,1 uJ n~..;, affi-.l" hislh0:
signature (name of individual signing) in the space provided abuve on this
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M JS I I E~ JAN. 24. 2~O~
day of
My commission expires:
OMB - Mep FOR1v1 #4
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 nc,t 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 ofn'al
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 'n excess
of the threshold amount provided in Section 287.0 I 7, for CA TEGO R Y
TWO for a period of36 months from the date of being placed on tte
convicted vendor list."
By:
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Simon Ellis, Vice PreSident, Properties and Concessions
THE HERTZ CORPORATION
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lEASE AND CONCESSION AGREEMENT
KEY weST INTERNATIONAL AIRPORT
THIS CONTRACT Of LEASE is made and entered into on the 2J !iJ;ay of Fcz6 ,7..G I
by and between MONROE COUNTY. a political subdivision of the State of Florida. hereinafter referre:: ~o
as lessor. and THE HEm CORPORATION. qualified to do business in the State of Florida, hereinc'-er
referred to as lessee or Concessionaire:
WHEREAS. lessor desires to grant to lessee a non-exclusive right to operate an automobile rer-rel
concession at and from the Key West Intemational Airport at Key West. Florida, hereinafter referred tc os
Airport: and
WHEREAS. Lessor and Lessee desire. in connection with said operations. to provide for the leor:'lg
by Lessor to lessee of certain space in and around the Airline Terminal at the Airport for ine
establishment of a Rental Car Concession to accommodate the Lessee's customers and provide spo~e
for the temporary placement of rental ready vehicles and for other purposes in connection with s:Jid
operations. all as hereinafter more specifically provided: now, therefore.
IN CONSIDERATION of the premises and of mutua: covenants and promises hereinafter
cOr1tcined. the parties hereto do hereby agree as follows:
I. Premises - Lessor hereby leases to Lessee for its r1on-exclusive use the rental-car cou~ter
located in the airline terminal at Key West. Monroe County, Fiorida. said counter containing 116 squ::rre
feet and office space containing 116 square feet as shown on Exhibit A. and in addition provides 30
rental car ready spaces, as shown on Exhibit B, both exhibits are attached hereto and made a part
hereof.
2. Term - This agreement is for a term of five (5) years. commencing on April 21. 1999.
3. Rental and Fees - Lessee, for and during the term hereof, shall pay to lessor for the -,se
and occupancy of said Basic Premises and for the rights and privileges herein granted it at the :0110.....'"':9
scheduled rates and fees:
(a) Counter Counter space rental will be paid for at the follow rates: Key
West Airport - $22.25/sq. ft./per annum + tax.
Counter rental space includes that space physically enclosed by the counter, side
partitions and badwall.
(bJ Office Office space rentel will be paid for at the follow rates: Key West
Airport - $15.88/sq. ft./per annum + tax.
These rates are subject to rates and charges as approved by the SOCC. or with
an increase equal to the CPI percentage increase for the prior year.
(c) Cor Readv Spaces Exhibit B - no charge.
(d) Concession Fee Guaranteed minimum annual concession fee for ecch
contract year of the five (5) year term of this concession agreement shall be $107.700.00
per year. The Lessee agrees to pay monthly ten (10) percent of gross revenues for the
previous month or one twelfth (1/12) the guaranteed annuoi minimum, whichever is
greater. In the event the total amount paid during anyone yea; period under this
method exceeds ten percent of gross revenues or the annual minimum guarantee,
whichever is greater. for that one yeor period, an adjustment will be mode to the first
months rent for the next subsequent period or, (J't the end of the fifth year. reimbursement
will be made within thirly days.
A ~ormance bond in the amount of $25.000 (twenty-five thousand dollars) shall be provided to the
Boore of County Commissioners and shall be held in escrow as security to ensure conformance witn the
contr::ct provisions. It is not the intent of the County to call the bond for rental payments unless there is
a viol::tion of the contract.
4. Definition of Gross Receiots - As used herein. the term "gross receipts" shall mean the
totol sum of money. from charges for net time. mileage, and personal accident insurance, paid or
paycole. whether by cash or credit,. . (offer 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 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. Accountina Procedures - The Concessionaire shall keep records of all sales and
revenues. whether for cash or credit. whether collected or not from its operations in a manner generally
accepted as standard to the automobile rental industry located on Airports. Lessee agrees to operate
its business upon the Airport so that a duplicate rental agreement invoice, serially pre-numbered. shall
be is~ued for each sale or transaction whether for cash or credit. Lessee further agrees that it will make
avail=ble to Monroe County, a full and complete book of accounts and other records required by the
County to provide 0 true account of all revenues pertaining to its operations under the provisions
herecf. The County, acting through its Finance Director or other authorized representative. shall have
the r',ght to inspect and audit the Concessionaire's books of accounts and other records directly
gene':lted at the Airport office or othervvise pertaining directly to this agreement. Knowingly fumishing
the County a false statement of its gross soles under the prOVision hereof will constitute Q aefault by the
Concessionaire of this agreement and the County may. at its option, declare this contract terminated.
6. Abatement of 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 160~) of the number of such deplaning passengers in
the same period of preceding calendar year. or in the event that (2) in the opinion of the Board of
Cour"'ty 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 co ods
necessary thereto, and said shortages or other disruptions results in the material diminution in Lessee's
gross receipts hereunder for a period of at least thirty (30) days. and said shortages or other disruptions
are not caused by a labor dispute with Lessee, such diminution to be satisfactorily demonstrated by
Lessee to the Board of County Commissioner3, then, 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 the Lessor ten percent r 1 0%) of gross receipts from the operations hereunder as
hereinbefore defined.
7. Investment bY the lessee - All leasehold improvements and their titles shall vest
immediately in Monroe County upon their acceptance by the County. Furniture, fumishings. fixtures
and equipment will remain the personal property of Concessionaire and may be removed upor, the
term;~atjon of the agreement. proviaed all of its accounts payable to the County are paid at that time.
or in me event the County does not purchase same.
8. leasehold Improvements - Lessee has the right during the term hereof. at its own
expense. at any time from time to time: to install. maintain, operate, reoair and replace any
and all trade fixtures and other personal property useful from time to time in connection with its
ope:".:Jtion on the Airport. all of which shall be and remain the property of Lessee and may be
remcved by lessee prior to or within a reasonable time after expiration of the term of this
agreement: provided, however, that lessee shall repair any damage to the premises :::aused by
such removal. The failure to remove trade fixtures or other persona: property shali not constitUTe
Lessee a hold-over, but all such property not removed within ten r 1 0) days after Lessee receives
?
o written demand for such removal shalf be deemed abandoned and thereupon shall be the
sole property of the lessor.
Leasehold improvements snail include any installation of walls. partitions, doors and windows. an'
electrical wiring, panels. conduits. service connections, receptacles or lighting fixtures attached to walls
partitions. ceilings or floor. all interior finish to floof'). walls. doors. windows or ceilings: and all floo
treatments or coverings, other thon carpeting, that is affixed to floors: sanitary disposal lines and sinks
commodes. and garbage disposal unitsi' 011 heating. air treatment or ventilating distribution systems
including pipes. ducts. venthoods. oir handling units and hot water generators; and all refrigerato
rooms or vaults and refrige:-ated waste rooms including refrigeration or ventilating equipment includec
with same. Any fumiture. fixtures. equipment. carpeting and draperies not classified as leaseholc
improvements above shall be the personal property of the Concessionaire.
. 9. Damaae and Iniury - Lessee covenants that it and all of its agents. servants. employees
and independent contractors will use due care and diligence in all of its acfivities and operations at the
Airport end the Concessionaire hereby agrees to repay or be responsible to Monroe County for 01
damages to the property of the County which may be caused by on act or omission on the port of the
Cdncessionaire, its agents. servants. or employees and except to the extent that such damage to the
property is covered by insurance required to be provided by the Concessionaire under any provision
hereof. or is provided by Monroe County (except subrogation rights of the County's carrier).
Concessionaire shall pay, on behalf of the County, all sums which the County sholl become obligated
to pay by reason of the nobility, if any, imposed by Jaw upon the County for damages because of
bodily injury, including damages for core and loss of service. including death at any time resulting frorr
bodily injury and because of injury tolor destruction of property. including the loss or use thereof whicr
may be caused by or result from any of the activities. omission. or operatiom of the Concessionaire, its
agents, servants, or employees on the Airport.
10. Utilities - Electricity and water will be supplied to the leasehold area by the Lessor.
11. lessee's Obfroations - Lessee covenants and agrees:
(oj to pay the rent and other charges herein reserved at such times and places as
the same ore payable;
(bJ to make no alterations. additions or improvements to the demised premises
without the prior INTitten consent of lessor. which consent shall be not be unreasonably
withheld:
Ie) to keep and maintain the demised premises in good condition. order and recair
during the term of this agreement. and to surrender the same upon the expiration of the
term in the condition in which they ore required to be 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 and all requirements of the constituted public
authorities and w:th 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:
(e) to pay 011 ~axes assessed or imposed by any govemmento! authority upon any
building or other improvements erected or installed on the demised premises during the
term of this agreement and to remit to Lessor f~r payment to the Sr::Jte any sales or use
tax imposed on the rental charge or concession fee;
(f) to cony fire and extended coverage insurance, if obtainable, on 011 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: and
(g) to control the conduct,.. manner and appearance of its officers, agents and
employees. and any objection from the Director of Airports conceming the conduct.
manner or appearance of such persons. Concessionaire shoJi forthwith take steps
necessary to remove the cause of the objection.
12 lessor's Insoection and Maintenance - Lessor and its authorized officers. 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 reguJar 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, pipes, drains. cables and conduits now located .on or
across the demised premises, and to construct. maintain, repair. relocate and remove
such facirities in the future if necessary to cony 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
otheM'ise modifying any fixed improvements at any time erected or installed in or UDon
the demised premises by Lessor, Lessee Of third parties, as a result of the exercise by Lessor
of its rights hereunder. and the repair of arl damage to such fixed improvement5 caused
thereby, shall be bome solely by Lessor.
13. Indemnification - Lessee shall indemnify and hold Lessor forever harmless from and
against aU 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 ciaim
made against Lessor which may result in a judgment against Lessor because of such injury or damage
and promptly deriver to Lessee any papers, notices, documents, summonses, or other lege! precess
whatsoever served upon lessor or its agents, and provided further that Lessee and its insurer, or either of
them, shall have 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 nereto
agree to faithfully cooperate with each other and with Lessee's insurer or agents in any said a~tion.
14. Liability Insurance - Prior to the commencement of work govemed by this lease
agreement (including the pre-staging of personnel and material). the Lessee shari obtain. at his
own expense, insurance as specified in the attached schedules, marked as Exhibit "C," which
are made part of this lease agreement. The Lessee will ensure that the insurance obtained will
extend protection to all Contractors engaged by the Lessee.
Lessee will not be permitted to commence work govemed by this lease agreement
(including the pre-staging of personnel and material), until satisfactory evioence of the required
insurance has been fumished to the Lessor as specified below.
Lessee shall maintain the required insurance. throughout the entire term of this le:!se
agreement. and any extensions, as specified in the attached schedules. Failure to Comply with
this provision may result in the immediate suspension of afl activities conduded by tne Lessee
and ifs Contractors untit the required insurance has been reinstated or repiaced.
A
Lessee shall provide. to the Lessor. as satisfactory evidence of the required insurance,
either a certificate of insurance or 0 certified copy of the actual inslT.:mce policy.
The Lessor, at its sole option. has the right to request a certified copy of any or all
insurance policies required by this contract.
All insurance policies must specify that they are not subject tc =ancellation. non.renewaL
material change or reduction in coverage unless 0 minimum of thi~! (30) days prior notification
is given to the Lessor by the insurer.
The acceptance and/or approv'al of Lessee's insurance ~'lall not be construed as
relieving Lessee from any Iiabifrty or obligation assumed under this CO'itract or imposed by law.
The Monroe County Board of County Commissioners, its emDoyees and officials will be
included as II Additional Insured" on all policies, except for Workers C::mDensation.
Any deviations from these General Insurance Requirements ,,",ust be requested in writing
on the County prepared form entitled "Request for Waiver of Ins...ronce Requirements" and
approved by Monroe County Risk Management.
15. Non-Discrimination - la) Lessee shall fumish all services authorized under this
agreement on a fair. equal and non-discriminatory basis to 01 persons or users thereof. chcrging
fair. reasonable, and non-discriminatory prices for all items Cid services which it is permitted to
sell or render under the provisions hereof. Providing, howeier, that nothing contained in this
paragraph or in any other paragraph of this Agreement s~all be construed as requiring the
Lessee to seek approval by Monroe County before or after ~:;ssee establishes or alters its re~tal
car rates.
(bJ The lessee for himself, his personal represe;,~::Jtives. successors in interest. and
assigns, as a part of the consideration hereof, does hereby ccyenont and agree that:
(1) . no person on the grounds of race. sex. ::reed, color, national origin or age
shall be excluded form participation in, denied the be'1efits of. or be otherwise subjected
to discrimination in the use of said facilities:
(2) that in the construction of any improve"'1ents on, over or under su=h land
and the fumishing of services thereon, no person 0- the grounds of race. sex. creed,
color, national origin or age shall be excluded form oorticipation in, denied the benefits
of. or be otherwise subjected to discrimination in the :"1-8 of said fadlities;
(3) that the Lessee shall use the premi3-es in compliance with a!: otner
requirements imposed by or pursuant to Title 41 Code of Federal Regulations,
Department of Transportation. Subtitle A Office of the Secretary. Part 2l.
Nondiscrimination in Federally-assisted programs of me Department of Transportation -
Effectuation of Title VI of the Civil Rights Act of 196-' and as sold Regulations may be
amended.
That in the event of breach of any of the above nondiscrimiration covenants. Lessee shall hove
the right to terminate the lease and to re-enter and as if said leaSE had never been made or issued.
The provision shall not be effective until the procedures of Title 49, C:de of federal Regulations, Pari 21,
are followed end completed includif1g exercise or expiration of apoeal rights.
16. Rules and Reoulations - Lessee agrees to observe ::md obey, aunng the term of ~his
agreement, all taws, ordinances, rules and regulations promulgate= and enforced by the County and
by any other proper authority having jurisdiction over the condu:t of the operations at the Ai~ort.
Within thirty (30) days from the date of this contract, the County sh:::; provide Lessee 0 written list oi all
rules and regulations which it has promulgated up until that time ::md which will effect the Lessee's
operations hereunder. In the event new rules and regulations are contempJ::::lted, written notice of
same shall be furnished to Lessee. and Lessee will be given thirty (3C days to comply. In the event tnot
Lessee should determine that any contemplated rule or regulati::r: unreasonably hinders him in nis
operation under this agreement, the Lessee shall so notify the Coun~.. an:j the oorties hereto agree tnat
any problem arising incidental thereto will, as much as possible. De worked out oetvveen the ponies
without the necessity to resort to further legal remedies..,'
I:;
17. Fumishina of Service - The Lessee further covenants and agrees that he will. a~ all times
during the ::ontinuance of the term hereby demised and ony renewal or extension thereof. conduct.
operate. end maintain for the benefit of the public:. the rentol cor concession provided for and
described herein. ond all 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
efforts for tre accomplishment of such purposes.
18. United States' Reauirements - This lease shall be subject and subordinate to the
provisions cf any existing or future agreement between the Lessor and the United States relative to the
operation or maintenance of the Airport. and execution of which has been or may be required by the
provision of the Federol 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 low. 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 tor 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 pUr3uant thereto.
19. Lessor's Covenants - The Lessor covenants and agrees that:
(a] Lessor is the lawful owner of the property demised hereby. that it has lolNful possession
thereof. and hos good and lawful authority to execute this Lease: and
(b) throughout the term hereof Lessee may hove. hold and enjoy peaceful and
uninterrupted possession of the premises and rights herein leased and granted, subject to
performance by Lessor of its obligations herein.
20. Cancellation bv lessor - If any of the following events occur. the Lesse~ Sholl be
deemed to be in default of its obligations under the agreement. in which case Monroe County shall
give the Lessee notice in writing to cure such default within thirty [30) days, or the concession will be
automatically canceled ot 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 sholl make a general assignment for the benefit of creditors. Of 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
low or statute of the United Stotes or any state. or government. or consent to the
appointment of a receiver. trustee or liquidator of all or substantially all of the proDerty of
Lessee:
(bl if any order or decree of a court of competent jurisdiction Lessee snail be
adjudged bankrupt or on order shall be mode approving Q petition seeking its
reorganization, or the readjustment of its indebtedness under the Federal Bam::rvptcy
laws of any law or statute of the United States or any state. territory, or possessior; ~nereof
or under the law of any other state. notion. or government. provided. that if such
judgment or order be stayed or vacated within ninety (90) days after the entry thereof.
any notice of cancellation given sholl be and become void and of no effect:
(cl if by or pursuant to any order or decree of any court or govemmental authority.
board. agency or officer having jurisdiction. a receiver, trustee or liquidator snail take
pos.session 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 160)
days after the entry thereof or during such longer period in which Lessee diligenttv and in
good faith contests the some. any notice of cancellation shall be and will become null,
vo::i 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 receipt
by lessee of written demand from Lessor to do so;
Ie} 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 demend from . lessor to do so. or it by reason of the nature of Such
default, the some cannot be remedied within thirty (30) days following receipt by lessee
of written demand from Lessor to do so, then, if lessee shall hove foiled to commence
the remedying of such default within thirty [30) days following such written notice, or
having 50 commenced. shall fail thereafter to continue with diligence the curing thereof:
(f) if the Lessee shall abandon the premises for seven (7) consecutive calendar days;
{g' if the concession of the lessee hereunder shall be transferred. subleased. or
assigned in any manner except in the manner as herein permitted:
(h' if the Lessee sholl fail to pay any validly imposed tax; assessments: utility rent. rate
or charge; or other govemmental imposition; or any other charge or lien agoinst the
premises leased hereunder within any grace period allowed by law, or by the
govemmental authority imposing the same. during which payment is permitted witbout
penalty or interest in complying with this subparagraph the Lessee does not waive his
right to protest such tax, assessment. rent rate or chorge; or
(i) if the Lessee fails to provide service as required by soecifications for five days
during any thirty day period unless such failure is caused by an act of God, notional
emergency or a Jabor 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 and the Lessee sholl not be permitted to cure such default.
21. Additional Remedies - In the event of a breach or a threatened breach by Lessee c
any of the agreements, terms, covenants and conditions hereof, the County shall have the right c
injunction to restrain said breach and to invoice any remedy allowed by law or equity, as jf specific
remedies, indemnity or reimbursement were not herein provided. The rights and remedies given tc
Monroe County are distinct. separate and cumulative. and no one of them, whether or not exercisec
by the County, sholl be deemed to be in exclusion of any of the other:) herein or by law or in equi1)
provided. No receipt of monies by Monroe County tram Lessee after the canceliation or terminatlor
hereof shall reinstate. continue or extend the term, or affect any notice previously given to Lessee, 01
operate as 0 waiver of the right of the County to enforce the payment of rentals and of her charge!
then due or thereafter falling due, or operate as a waiver of the righf of the County to recover
possession of the premises by suit or otherwise. It is agreed that. after the service of notice to concel or
terminate as herein provided, or ofter the commencement of any proceeding, or after a finol order for
possession of the premises. the County may demand and collect any monies due, or thereafter tolling
due, without in any manner affecting such notice, proceeding, or order: and any and ofl 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
Monroe County. Florida, and determined under the laws of the State of Ftorida. Lessee will pay any
reasonable attomey's fees incurred if the County prevails in the enforcement of the agreement
regardless of whether or not a lawsuit is fHed, including but not limited to all costs and market value
attomey's fees incurred in collecting, trial, bcnkruPtcy or reorganization oroceedin~s or appeal of any
matter hereunder and all costs. charges and expenses incurred herein.
22. Cancellation bv Lessee - lessee shall hove the right upon written notice to Lessor. to
cancel this agreement in its entirety upon or after the happening of one or more of the following
events. if said event or events is then continuing:
(a) the issuance by any court of apparent competent jurisdiction of an injunctbn,
order, or decree preventing or restraining the use by Lessee of all or any substantial ~art
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 port 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 terms. covenants or
conditions required of it under this instrument and the failure of Lessor to cure s!...jch
default within a period of thirty (30) days following receipt of written demand from Les.see
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 have the right to cancel if Lessor snail
hove failed to commence to remedy such default within said thirty (30) days following
receipt of such written demand, or having so commenced. shall fail thereafter to
continue with diligence the curing thereof:
(e) the inability of Lessee to conduct its business at the Airport in substantially tne
same manner and to the same extent as theretofore conducted, for a period of at-le:Jst
ninety (90) days. because of (i) any law, (ii) any rule, order, judgment. decree, regulation,
or other action or non-action of any Govemmental authority, board, agency or off.cer
having jurisdiction thereof:
(d) if the fixed improvements placed upon the demised premises are tCT::Jlly
destroyed or so extensively damaged that it would be impracticable or uneconomica: to
restore the some 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
apporticned between Lessor and Lessee, Lessor receiving the same proportion of s0ch
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 end 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 sholl 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 Airoort
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 legislative action. of normal civilian traffi:: 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 pUbiic
use, and any of soid events results in material interference with Lessee's norma! business
operations or substantial diminution of Lessee's gross revenue from its automobiie rental
concess;on 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.
Lessee's oresently existing righ t to operate an automobile rental concession at the Airport
is withdrawn, canceled, terminated. or not rene(...,ed by Lessor.
8
(g) the taking of the who+e 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 ofthis leose a majority of the
scheduled air transportation serving the locol area no longer oper=res from the Airport;
or
(i) if at any time during fo-,e .basic term hereof or the option periods, the Airport or
terminal building is removed to a place more than three (3) road miles in distance from
its present location.
23. lessee's Reserved Richts - Nothing contained in this Agree~ent shall limit or restrict in
any way such lawful rights as Lessee may hove now or in the future to maintain claims against the
federal. state. or municipal govemment. or any deportment or agency thereof. or against any interstate
body, commission or authority. or otner public or private body exercising governmental powers, for
damages or compensation by reason of the taking or occupation. by condemnation or otherwise, of
all or a substantial part of the demised premises. including fixed improvements thereon, or of all or a
material part of the Airport with adverse effects upon 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 nature. and to refrain from hindering. opposing. or obstructing
the maintenance thereby by Lessee.
24. Assionment and Subiettinc - It is expressly agreed ond understood that any and all
obligations of Lessee hereunder may be fulfilled or discharged either by lessee or by a Licensed
member of The Hertz Corporation duly appointed thereto by The Hertz Corporation. and that any and
all privileges of every kind granted Lessee hereunder extends to any Licensee so appointed: provided.
however. that notwithstanding the method of operation employed by Lesse€ hereunder any appointed
Lessee always shall continue to remain directly liable to Lessor for the performance cf all terms and
conditions of this lease. Except hereir.above 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 low of Lessee's intere!! created hereby. other than by merger or consolidation.
25. Other Use - Lessee shOll not use or permit the use of the demised premises or any part
thereof for any purpose or use other than an authorized by this agreement.
26. liens - Lessee shall couse to be removed any and 011 liens of any nature arising out of or
because of any construction performed by Lessee or any of it.s contractors or subcontractors upon the
demised premises or arising out of or because of the performance of any work or labor upon or the
fumishing of any materials for use at said premises, by or at the direction of lessee.
27. TIme - In computing Lessee's term within which to commence construction of any fixed
improvements or to cure any default as required by this Lease, there shall be excluded all delays due to
strikes. lockouts, acts of God and the public enemy. or by order or direc:-ion or other interference by
any municipaL State, Federal or other governmental department. board, or commission hoving
jurisdiction. or other causes beyond Lessee I s control.
28. Other Development of Airport - Monroe County reserves the right to further develop or
improve the landing orea of the Airport os its sees fit. regardless of the desires or views of the
Concessionaire. and without interference or hindrance; provided. however, that in no event can tne
County deprive the Concessionaire of reasonable and direct routes o~ ingress and egress to the
premises.
29. Paraaraoh HeadinQS - Paragraph headings herein are inrended only to assist in reading
identification and are not in Jrmitotior: or enlargement of the content of any paragraph.
'"
30. Notices - Any notice of other communication from either party to the other pursuant to
this agreement is sufficiently given or communicated if sent by registered mail. with proper postage and
registration fees prepaid. addressed to the party for whom intended. at the fOllOWing addresses:
lessor
Board of County Commissioners
Key West Intemational Airport
3491 S Roosevelt Blvd.
Key West. FL 33040
lessee
The Hertz Corporation
At tn: VP, Properties and Concessions
fXXi~XXx 225 Brae Boulevard
~"~~~ti Park Ridge, NJ 07E
or to such other address as the party being given such notice shall from time to time desianote to the
o!~er: by notice given in accordance herewith.
. COu
WHEREOF. the parties have caused these presents to be executed by their respective
otive thereunto duly authorized. the day and year first above written.
,BOARD OF COUNTY COMMISSIONERS
J:;OECOU~FLO~!j\J
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l\lONROE COUNTY, FLORIDA
RISK i\lANAGEMENT
POLICY AND PROCEDURES
CONTRACT ADMINISTRATION
MANUAL
General Insurance Requirements
for
AirporU Aircraft Activities
The Vendor shall maintain the required insurance throughout the entire tenn of this contract and
any extensions specified in any attached schedules. Failure to comply \vith this provision may
result in the immediate suspension of all activities conducted by the Vendor and its Contractors
until the required insurance has been reinstated or replaced.
The Vendor shall provide, to the County, as satisfactory evidence of the required insurance,
either:
. Certificate of Insurance
or
. A Certified copy of the actual insurance policy.
The County, at its sole option, has the right to request a certified copy of any or all insurance
policies required by this contract.
All insurance policies must specify that they are not subject to cancellation, non-renewal,
material change, or reduction in coverage unless a minimum of thirty (30) days prior notification
is given to the County by the insurer.
Th~ acceptance and/or npproval of the Vendor's insurance shall not be construed as relievino the
Vendor from any liability or obligation assumed under this contract or imposed by law. 0
The Monroe County Board of County Commissioners, its employees and officials will be
included as "Additional Insured" on all policies, except for Workers' Compensation.
Any deviations from these Generallnsurnnce Requirements must be requested in VvTlting on the
County prepared form entitled "Request for \Vaiver ofInsurance Requirements" and
approved by Monroe County Risk Management.
At.!mllllstr;:\lJun lnstrUl:tion
;;..J ~llq ~
24
GENERAL LIABILITY
INSURANCE REQUlRE~1ENTS
FOR
CONTRACI'
BET\VEEN
~10NROE COUNTY, FLORIDA
.AND
.
Prior to the commencement of work governed by this contract, the Contractor shall obtain
General Liability Insurance. Coverage shall be maintained throughout the life of the contract and
include, as a minimum:
,
· Premises Operations
· Products and Completed Operations
· Blanket Contractual Liability
· Personal Injury Liability
· Expanded Definition of Property Damage
The minimum limits acceptable shall be:
$1,000:000 Combined Single Limit (CSL).
-
If split limits are provided, the minimum limits acceptable shall be:
$ 500,000 per Person
$ 1,000,000 per Occurrence
$ 100,000 Property Damage
An Occurrence Form policy is preferred. If coverage is provided on a Claims Made policy, its
provisions should include coverage for claims filed on or after the efTectiye date of this contract.
In addition, the period for which claims may be reported should extend for a minimum of twelve
(12) months following the acceptance of work by the County.
The Monroe County Board of County Commissioners shall be named as Additional Insured on
all policies issued to satisfy the above requirements.
GLJ
AdmmistratlOn InstructIOn
1f4709.2
/
56
1996 Edlllon
/"
VEHICLE LIABILITY
INSURANCE REQUlREMEl\iS
FOR
CONTRACf
BETWEEN
MONROE COUNTY, FLORIDA
AND
Recognizing that the work governed by this contract requires the use of vehicles, the Contractor
prior to the commencement of work, shall obtain Vehicle Liability Insurance. Coverage shall b~
maintained throughout the life of the contract and include~ as a minimum; liability coverage for:
· Ovmed, Non-Owned, and Hired Vehicles
The minimum limits acceptable shall be:
$1,000,000 Combined Single Limit (CSL)
If split limits are provided, the minimum limits acceptable shall be:
$ 500,000 per Person
$1,000,000 per Occurrence
$ 100,000 Propeny Damage
The Monroe County Board of County Commissioners shall be named as Additional Insured on
all policies issued to satisfy the above requirements.
VLJ J
~
Administralion Instruction
114709.2
83
1996 EdlllOO
(
WORKERS' COl\tPENSA TION
INSURANCE REQUIREMENTS
FOR
CONTRACT
BETWEEN
MONROE COUNTY, FLORIDA
AND
Prior to the commencement of work governed by this contract, the Contractor shall obtain
Workers' Compensation Insurance with limits sufficient to respond to the applicable state
statutes.
In addition, the Contractor shall obtain Employers' Liability Insurance with limits of not less
than: .,
S 1 ,000.000 Bodily Injury by Accident
S 1 ,000,000 Bodily Injury by Disease, policy limits
S I ,000,000 Bodily Injury by Disease, each employee
Coverage shall be maintained throughout the entire term of the contract.
Coverage shall be provided by a company or companies authorized to transact business in the
state of Florida.
If the Contractor has been approved by the Florida's Department of Labor. as an authorized self-
insurer, the County shall recognize and honor the Contractor's status. The Contractor may be
required to submit a Letter of Authorization issued by the Department of Labor and a Certificate
ofInsurance, providing details on the Contractor's Excess Insurance Program.
Ifthe Contractor participates in a self-insurance fund, a Certificate ofInsurance will be required.
In addition, the Contractor may be required to submit updated financial statements from the fund
upon request from the County.
we3
Administrallon Instruclion
#4709.2
90
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MONH.OE COUNTY. FLORIDA
Request For Waivcr
of
(n:turOlnce Requirement:!
It is rC'lu~ted tluL the IOSU~nCc requirements. as specified in the County's Schedule or Insur:J,l1cc
Requirements. be wai\'Cd or modified on the followmg conlm'l
COlllr:Jctor:
..
The Bertz Corporation
.
Contract for:
Car Rental Concession - Kev West Int'l Airport
Address of Contr:lctor.
4751 Best Raod. Suite 400
Atlanta, GA 30337
Phone:
(404) 766-2688
Scope or Work:
Car Rental Agency
RC.1$(.'n for W;ll\'cr:
Hertz Corporation is self-insurel u. the State of
Florida for Vehicle Insurance. Has provided Certificate
of Self-Insurance
Signature or COlllr.tClor:
Risk rvl;ll\:!~CIlll:lll
Approved X
G~A~~
f]/Yi/qy
Not Approved
Dme
CoulIty ^UlllllliSlr.Hor :lppc:ll:
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^ ppro\'cd:
NOl Approved:
Date:
UO:HU or COlltH\' COlllllliSSloncrs :lppc:ll:
Approved:
NOl Approved.:
Meeting Dale:
WAIVER
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BOARD OF COUNTY COMMISSIONERS
AGENDA ITEM SUMMARY
MEETING DATE: 3:/16/05
DIVISION: COUNTY ADMINISTRATOR
BULK ITEM: YES
DEPARTMENT: AIRPORTS
STAFF CONTACT PERSON: Peter Horton
AGENDA ITEM WORDING: Approval of lease extension agreement for Hertz Corporation for facilities at the Key West
I nternational Airport.
ITEM BAGKG ROUND: Extension is for the period of 4/1/04 through 4/20/14.
PREVIOUS RELEVANT BOGC ACTION: Approval of lease and concession agreement 2/21101.
CONTRACT/AGREEMENT CHANGES: New extension agreement.
STAFF RECOMMENDATION: Approval
TOTAL COST: None
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 $195,612.73, FY 2004
APPROVED BY: County Attorney X
OMS/Purchasing X Risk Management X
AIRPORT DIRECTOR APPROVAL
(~-ft
Peter J. Horton
DOCUMENTATION: Included X
Not Required
AGENDA ITEM #
DISPOSITION'
Ibev
APB
MONROE COUNTY BOARD OF COUNTY COMMISSIONERS
CONTRACT SUMMARY
Contract #
Contract with: Hertz Corporation Effective Date: 4/21/04
Expiration Date: 4/2014
I Contract Purpose/Description: Lease Extension Agreement
Contract Manager: Bevette Moore
(name)
# 5195
(Ext.)
Airports - Stop # 5
(Department/Courier Stop)
for BOCC meeting on: 2/16/05
Agenda Deadline: 2/1/05
CONTRACT COSTS
Total Dollar Value of Contra
Budgeted? N/A
Grant: N/A
County Match: N/A
Current Year Portion: N/A
Account Codes: N/A
Estimated Ongoing Costs: N/A
(not included in dollar value above)
ADDITIONAL COSTS
For: .
(ego maintenance, utilities, janitorial, salaries, etc.)
CONTRACT REVIEW
Date In
Changes
Needed
Yes No
.~
l,/j'). eef:r H07pn
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Reviewer
Airports Director
LI2..~/6
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Risk Management
~/l'':~i('_~>
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O.M.B./Purchasing
/ I
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County Attorney
/J I for Po
( i -e.-.d.-IL-O' I '7 e.--I'lCA d er
County Attorney
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Comments:
Date Out
-L/2.~~
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L/ ~/ E..!i.
LEASE EXTENSION AGREEMENT
KWIA
THE HERTZ CORPORATION
THIS LEASE EXTENSION agreement is entered into this day of ,
2004, by and between Monroe County, a political subdivision of the State of Florida,
/-Merea1ter---cessor,-and~ HERTZ CORPORATION, qualified to do business in the State of
Florida, hereafter Lessee.
WHEREAS, on the 21st day of February, 2001, the parties entereej into a car rental
lease and concession at the Key West International Airport, hereafter original lease, copy of
which is attached to this extension agreement and made a part of it; and
WHEREAS, the term of the original agreement was for five years, commencing on
April 21, 1999, but the parties desire to extend the original agreement term by ten 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 term of ten years, commencing on April
21, 2004 and expiring on April 20, 2014.
2. Paragraph 3 of the original agreement is amended to read:
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 the rigl1ts and privileges
herein granted it as follows:
(a) Counter space, includes that space physically enclosed by the
counter, side partitions and back wall. Rental for this space will be 'Jaid for at
the rate of - $38.32 per square foot per annum plus tax, with a guaanteed minimum
total counter space rent of $4,778.50, per annum, including tax.
(b) Office soace rental will be paid for at the rate of $30.66 per square
foot per annum plus tax, with a guaranteed minimum total courter space rent of
$3822.30, per annum, including tax.
(c) Car Readv Soaces as described in Exhibit B - no char~;e.
(d) Concession Fee Guaranteed minimum annual conce~.sion fee for each
contract year of the ten year term of this concession agreement shall be
$107,700.00 per year. The Lessee agrees to pay monthly ten percent of gross
revenues for the prevIous month or one twelfth 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
gUdranlt:!e, Whiche'ver- Is gr-eater", for that one ye';;:l period, ::m adjustment will !in
made to the first months concession fee for the next subsequent period or, at
the end of the tenth year, reimbursement will be made within thi-ty days. Lessee
also agrees to pay to the Lessor $2500 per month, payable in advance by the first of
each month, to be used by the County for capital improvements to the existing KWIA
terminal building, or a new terminal building, if the BOCC elects tc construct a new
terminal building.
A performance bond in the amount of $25,000.00 shall be provided to the Board of
County Commissioners and shall be. held in escrow as security to ensure conformance with
the contract provisions. It is not the intent of the County to call th(? bond for rental
payments unless there is a violation of the contract.
These rates are subject to rates and charges as approved by the BOCC, or with an
increase annually, by a percentage equal to the percentage increase in the CPI for urban
consumers for the preceding calendar year.
In the event the KWIA Public Works area becomes available, Lessee desires to lease
the property from the Lessor for twenty years, at appraised Fair Market Value, with a
$1,000,000 fee up front. Commencing on the date Hertz leases the Public Works area, the
additional $2,500 per month fee will no longer be applicable, per 2~). Upon possession of
the Public Works area, the $2500 per month added fee will terminate.
(-ej---t-esseE-als9-ii9fees-Eo- -pay- -tRe-Eettffiy-$2 ,5OO~F- -meffih -t$-3B;OOO -per- -year} '?
-FJayaBfe- tR -ad'ot-aRee~-tfte-fif5t-ef-eeeh--mel"lM-t ,-to -be- -used--by-the -C-ounty-sotety-for ca p ita I
-im I'rovements- to-the -existing- -MWlA- termtnar -buitdi ng-ur-a -nevrtermin3t--buitding- -ot-the
-Gei:ffity !.s-BeaTd*€6tffity-C-em-mi59ieRers--e+ects-ro-eons-tl"t:fct-Et -n-ew-tern I j n ~ l-btritding.
3. Except as set forth in paragraphs two and three of thi!:, lease extension
agreement in all other respects the terms and conditions of the original clgreement remain
in full force and effect.
4. General Insurance Requirements for Airport/Aircraft Activitie~d
Prior to the commencement of work governed by this contract (including the pre-
staging of personnel and material), the Vendor shall obtain, at his/her own expense,
insurance as specified in the attached schedules, which are made part of this contract. The
Vendor will ensure that the insurance obtained will extend protection to all Contractors
engaged by the Vendor.
The Vendor will not be permitted to commence work governed by this contract
(including pr-e-staging of personnel and material) until satisfactory evidence of the required
insurance has been furnished to the County as specified below.
The Vendor shall maintain the required insurance throughout the f:ntire term of this
contract and any extensions specified in any attached schedules. Failure to comply with
_ this provision may result in the immediate suspension of all activities conducted by the
Vendor and its Contractors until the required insurance has been reinstated or replaced.
The Vendor shall provide, to the County, as satisfactory evidence of the required
insurance, either a Certificate of Insurance or a Certified copy of the actual insurance
policy.
The County, at its sole option, has the right to request a certified copy of any or all
insurance policies required by this contract.
All insurance policies must specify that they are not subject to (::mcellationl non-
renewall material change, or reduction in coverage unless a minimum of thirty (30) days
prior notification is given to the County by the insurer.
The acceptance and/or approval of the Vendor's insurance shall no.... be construed as
relieving the Vendor from any liability or obligation assumed under this co:ltract or imposed
by law.
The Monroe County Board of County Commissionersl its employee~ and officials will
be included as "Additional Insured" on all policies, except for Workers' Compensation.
Any deviations from these General Insurance Requirements must be requested in
writing on the County prepared form entitled "Request for Waiver of Insurance
Requirements" and approved by Monroe County Risk Management.
General Liability: As a minimum, the required general liability coverages will
Include: Premises Operations, Products and Completed Operations, Blallket Contractual,
Personal Injuryl Expanded Definition of Property Damage. Required Lr~lits: Sl/OOO,OOU
Combined Single Limit. If split limits are provided, the minimum limits ac,:cptable snail be:
$500,000 per Person; $1,000,000 per Occurrence; $100,000 Property Danage.
Vehicle Liability: As a minimum, coverage should extend to liability for Owned; Non-
owned; and Hired Vehicles. Required Limits: $1,000,000 Combined Sin]le Limit. If split
limits are provided, the minimum limIts acceptable shall be: $500,000 per Person;
$1,000,000 per Occurrence; $100,000 Property Damage.
'vVurkers' Compensatron And Employers' Liability: $1,000/000 Bodily Injury by
Accident. Sl,OOO,OOD Bodily lnjury by Disease, policy limits, $1/000,OO(J Bodily Injury by
DiseasE[ c2ach employee.
5.03) Records. Lessee shall maintain all books, records, and documents directly pertinent to
performance under this Agreement in accordance with generally accepted a< counting principles
consistently applied. Each party to this Agreement or their authorized repres8ntatives shall have
reasonable and timely access to such records of each other party to this A~ireement for public
records purposes during the term of the Agreement and for four years followin~. the termination of
this Agreement. If an auditor employed by the Lessor or Clerk determines tlat monies paid to
Lessee pursuant to this Agreement were spent for purposes not authorized by this Agreement, the
Lessee shall repay the monies together with interest calculated pursuant to Sec. 55.03, FS, running
from thr- date the monie'S were paid to Lessee.
b) Governing Law, Venue, Interpretation, Costs, and Fees: This ,\greement shall be
governed by and construed in accordance with the laws of the State of Florida applicable to contracts
made and to be performed entirely in the State.
In the event that any cause of action or administrative proceeding is instituted for the
enforcement or interpretation of this Agreement, the Lessor and Lessee agree that venue will lie in
the appropriate court or before the appropriate administrative body in Monroe Lessor, Florida.
The Lessor and Lessee agree thatl 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 I D 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
l'r,}Visicln_.;;/ thi~. l''Jrl''l,m,'ntJ ~h~!1 not he> affprtprl thprehy; and E'i'lch remaining term, covenant,
condition and provision of this Agreement shall be valid and shall be enforceable to the fullest extent
permitted by law unless the enforcement of the remaining terms, covenants, conditions and
provisions of this Agreement would prevent the accomplishment of the ori]inal intent of this
Agreement. The Lessor and Lessee agree to reform the Agreement to replace any stricken provision
with a valid provision that comes as close as possible to the intent of the stricken provision.
d) Attorney's Fees and Costs. The Lessor and Lessee 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
attorney's fees, court costs, investigative, and out-of-pocket expenses, as an award against the non-
prevailing party, and shall include attorney's fees, courts costs, investigative, and out-of-pocket
expenses in appellate proceedings. Mediation proceedings initiated and conduct<:!d 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 Lessor.
e) Binding Effect. The terms, covenants, conditions, and provisions of this Agreement
shall bind and inure to the benefit of the Lessor and Lessee and their respective legal
representatives, successors, and assigns.
f) Authority. Each party represents and warrants to the other tilat the execution,
delivery and performance of this Agreement have been duly authorized by all necessary Lessor and
corporate action, as required by law.
g) Claims for Federal or State Aid. Lessee and Lessor agree that ea,:h shall be, and is,
empowered to apply for, seek, and obtain federal and state funds to further the purpose of this
Agreement; provided that all applications, requests, grant proposals, and fundilig solicitations shall
be approved by each party prior to submission.
h) Adjudication of Disputes or Disagreements. Lessor and Lessee agree that all disputes
and disagreements shall be attempted to be resolved by meet and confer sessions between
representatives of each of the parties. If no resolution can be agreed upon within 30 days after the
first meet and confer session, the issue or issues shall be discussed at a public meeting of the Board
of Lessor 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.
i) Cooperation. In the event any administrative or legal proceeding :5 instituted against
either party relating to the formation, execution, performance, or breach of this Agreement, Lessor
and Lessee agree to participate, to the extent required by the other party, in all proceedings,
hearings, processes, meetings, and other activities related to the substance of this Agreement or
provision of the services under this Agreement. Lessor and Lessee specifically agree that no party to
this Agr.e~r.l~nt sh.JlI be rLquir~d to enter into any arbitration proceedings related to this Agreement.
j) Nondiscrimination. Lessor and Lessee agree that there will bt"! no discrimination
against any person, and it is expressly understood that upon a determinadon 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. Lessor or
Lessee agrees to comply with all Federal and Florida statutes, and all local ordinances, as applicable,
~elating 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 use 55. 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 use s. 794), which prohibits discrimination on the basis cF handicaps; 4) The
Age Discrimination Act of 1975, as amended (42 USC 55. 6101- 6107) which prolliblts 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
Alc0hOIl~tll 1-'IIJVl.mUOll, TJ e~tlll!;lll D nd fl.cJ lLlL)illllJ lion Acl of 1970 (PL I) 1 61 (,)! <1', ,") m('nrir,d, rc.htin (']
to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public t-iealth Service Act of
1912, ss. 523 and 527 (42 use 55. 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 use 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 use 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.
k) Covenant of No Interest. 'Lessor and lessee covenant that neither presently has any
interest, and shall not acquire any interest, which would conflict in any manner or degree with its
performance under this Agreement, and that only interest of each is to perform and receive benefits
as recited in this Agreement.
I) Code of Ethics. Lessor agrees that officers and employees of the Lessor recognize and
will be required to comply with the standards of conduct for public officers and employees as
delineated in Section 112.313, Florida Statutes, regarding, but not limited to, solicitation or
acceptance of gifts; doing business with one's agency; unauthorized compensatlc.n; misuse of public
position, conflicting employment or contractual relationship; and disclosure or use. of certain
information.
m) No Solicitation/Payment. The Lessor and Lessee warrant that, in respect to itself, it
has neither employed nor retained any company or person, other than a bona fide employee working
solely for it, to solicit or secure this Agreement and that it has not paid or agreed to pay any person,
company, corporation, individual, or firm, other than a bona fide employee worki'lg 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 Lessee agrees
that the Lessor shall have the right to terminate this Agreement without l.ability and, at its
discretion, to offset from monies owed, or othervvise recover, the full anr<)unt of such fee,
commission, percentage, gift, or consideration.
n) Public Access. The Lessor and Lessee shall allow and permit reasor,able 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 receivec; by the Lessor and
Lessee in conjunction with this Agreement; and the Lessor shall have the right t,) unilaterally cancel
this Agreement upon violation of this provision by Lessee.
0) Non-Waiver of Immunity. Notwithstanding he prOVISions of S.x. 286.28, Florida
Statutes, the participation of the Lessor and the Lessee in this Agreement and the acquisition of any
commercial liability insurance coverage, self~insurance coverage, or local ~Dvernment liability
inSur"fl.:e pOQI cO\rcr.:.age shall not be deemed a w<1iver of immunity to thE extent of liability
coverage, nor shall any contract entered into by the Lessor be required to conta'n any provision for
waiver.
p) 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, c,r employees of any
public agents or employees of the Lessor, when performing their respective functions under this
Agreement within the territorial limits of the Lessor 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 Lessor.
q) Legal Obligations and Responsibilities: Non-Delegation of Constitutional or Statutory
Duties. This Agreement is not intended to, nor shall it be construed as, refieviilg any participating
entity from any obligation or responsibility imposed upon the entity by law except to the extent of
actual and tlmeiy ~c:rjor'I1lanct:' th.:reo{ vy <JflY J,.i4lrtjcJp.::lUng (;ntJty, in which G1SC': thf' performancp
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 Lessor, except to the extent permitted by the Florida constitution, state statute, and
case law.
r) 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 Lessor and the
Lessee agree that neither the Lessor nor the lessee or any agent, officer, or employee of either shall
have the authority to inform, counsel, or otherwise indicate that any particular individual or group of
individuals, entity or entities, have entltlements or benefits under this Agreement separate and
apart, inferior tOr or superior to the community in general or for the purposes c.)ntemplated in this
Agreement.
5) Attestations. Lessee agrees to execute such documents as the Les';or may reasonably
require, to include a Public Entity Crime Statement, an Ethics Statement, and a D;'ug-Free Workplace
Statement.
t) 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 Monr'oe Lessor in his or
her individual capacity, and no member, officer, agent or employee of Monroe L!:ssor shall be liable
personally on this Agreement or be subject to any personal liability or accountability by reason of the
execution of this Agreement.
u) 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 t'lken together shall
constitute one and the same instrument and any of the parties hereto may execute this Agreement
by singing any such counterpart.
v) 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 Agre'~ment.
w) Indemnify/Hold Harmless. Lessee agrees to indemnify and save Le;sor harmless from
and against all claims and actions and expenses incidental thereto, arising out of damages or claims
for damages resulting from the negligence of Lessee, its agents, or employies while Lessee is
cleaning the Airport facilities. However, Lessee shall not be liable for any claims, actions or
expenses which arise from the negligent or intentional acts or omissions of the Lessor, its agents or
employees. The extent of liability is in no way limited to, reduced, or lessen€'d by the insurance
requirements contained elsewhere within this agreement.
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 COMMISSIClNERS
OF MONROE COUNTY, FLORIDA
By
By
MayorjChalrpersc,n
Deputy Clerk
(SEAL)
Attest:
THE
HERTZ ~?-.RP.~e, TION
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Kobert M. Hurwltz, Asst. Secretary
JairHertzX APPROVED AS TO FOR~
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By Name: Simon Ellis
Title Vice President, Properties and Concess
BY
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DATE
AIl.olmU's 'JFi":CE
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LOBBYING AND CONFLICT OF INTEREST CLAlJSE
SWORN STATEMENT UNDER ORDINANCE NO. 010-1990
MONROE COUNTY, FLORIDA
ETHICS CLAUSE
Simon Ellis
warrants that he/it has not employed, retained
or otherwise had act on hishts behalf any former County officer or employee in vio i a' ion of
Section 2 of Ordinance No.1 0-1990 or any County officer or employee in violation (, f
Section 3 of Ordinance No.1 0-1990. For breach or violation ofthis provision the Ccooty
may, in its discretion, terminate this contract without liability and may also, in its dis~Tetion,
deduct from the contract or purchase price, or otherwise recover, the full amount of any fee,
commission, percentage, gift, or consideration paid to t9tY officer or e' "ployee.
(signature)
Date: Ol Lul)~ I r -zOfltr-
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STATE OF NEW JERSEY
COUNTY OF BERGEN
PERSONALL Y APPEARED BEFORE ME, the undersigned authority,
Simon Ellis
whu, :Jllc,' Il!'" b~!ii.s ';,1 <,)r.,1 uJ n~..;, affi-.l" hislh0:
signature (name of individual signing) in the space provided abuve on this
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M JS I I E~ JAN. 24. 2~O~
day of
My commission expires:
OMB - Mep FOR1v1 #4
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 nc,t 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 ofn'al
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 'n excess
of the threshold amount provided in Section 287.0 I 7, for CA TEGO R Y
TWO for a period of36 months from the date of being placed on tte
convicted vendor list."
By:
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Simon Ellis, Vice PreSident, Properties and Concessions
THE HERTZ CORPORATION
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lEASE AND CONCESSION AGREEMENT
KEY weST INTERNATIONAL AIRPORT
THIS CONTRACT Of LEASE is made and entered into on the 2J !iJ;ay of Fcz6 ,7..G I
by and between MONROE COUNTY. a political subdivision of the State of Florida. hereinafter referre:: ~o
as lessor. and THE HEm CORPORATION. qualified to do business in the State of Florida, hereinc'-er
referred to as lessee or Concessionaire:
WHEREAS. lessor desires to grant to lessee a non-exclusive right to operate an automobile rer-rel
concession at and from the Key West Intemational Airport at Key West. Florida, hereinafter referred tc os
Airport: and
WHEREAS. Lessor and Lessee desire. in connection with said operations. to provide for the leor:'lg
by Lessor to lessee of certain space in and around the Airline Terminal at the Airport for ine
establishment of a Rental Car Concession to accommodate the Lessee's customers and provide spo~e
for the temporary placement of rental ready vehicles and for other purposes in connection with s:Jid
operations. all as hereinafter more specifically provided: now, therefore.
IN CONSIDERATION of the premises and of mutua: covenants and promises hereinafter
cOr1tcined. the parties hereto do hereby agree as follows:
I. Premises - Lessor hereby leases to Lessee for its r1on-exclusive use the rental-car cou~ter
located in the airline terminal at Key West. Monroe County, Fiorida. said counter containing 116 squ::rre
feet and office space containing 116 square feet as shown on Exhibit A. and in addition provides 30
rental car ready spaces, as shown on Exhibit B, both exhibits are attached hereto and made a part
hereof.
2. Term - This agreement is for a term of five (5) years. commencing on April 21. 1999.
3. Rental and Fees - Lessee, for and during the term hereof, shall pay to lessor for the -,se
and occupancy of said Basic Premises and for the rights and privileges herein granted it at the :0110.....'"':9
scheduled rates and fees:
(a) Counter Counter space rental will be paid for at the follow rates: Key
West Airport - $22.25/sq. ft./per annum + tax.
Counter rental space includes that space physically enclosed by the counter, side
partitions and badwall.
(bJ Office Office space rentel will be paid for at the follow rates: Key West
Airport - $15.88/sq. ft./per annum + tax.
These rates are subject to rates and charges as approved by the SOCC. or with
an increase equal to the CPI percentage increase for the prior year.
(c) Cor Readv Spaces Exhibit B - no charge.
(d) Concession Fee Guaranteed minimum annual concession fee for ecch
contract year of the five (5) year term of this concession agreement shall be $107.700.00
per year. The Lessee agrees to pay monthly ten (10) percent of gross revenues for the
previous month or one twelfth (1/12) the guaranteed annuoi minimum, whichever is
greater. In the event the total amount paid during anyone yea; period under this
method exceeds ten percent of gross revenues or the annual minimum guarantee,
whichever is greater. for that one yeor period, an adjustment will be mode to the first
months rent for the next subsequent period or, (J't the end of the fifth year. reimbursement
will be made within thirly days.
A ~ormance bond in the amount of $25.000 (twenty-five thousand dollars) shall be provided to the
Boore of County Commissioners and shall be held in escrow as security to ensure conformance witn the
contr::ct provisions. It is not the intent of the County to call the bond for rental payments unless there is
a viol::tion of the contract.
4. Definition of Gross Receiots - As used herein. the term "gross receipts" shall mean the
totol sum of money. from charges for net time. mileage, and personal accident insurance, paid or
paycole. whether by cash or credit,. . (offer 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 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. Accountina Procedures - The Concessionaire shall keep records of all sales and
revenues. whether for cash or credit. whether collected or not from its operations in a manner generally
accepted as standard to the automobile rental industry located on Airports. Lessee agrees to operate
its business upon the Airport so that a duplicate rental agreement invoice, serially pre-numbered. shall
be is~ued for each sale or transaction whether for cash or credit. Lessee further agrees that it will make
avail=ble to Monroe County, a full and complete book of accounts and other records required by the
County to provide 0 true account of all revenues pertaining to its operations under the provisions
herecf. The County, acting through its Finance Director or other authorized representative. shall have
the r',ght to inspect and audit the Concessionaire's books of accounts and other records directly
gene':lted at the Airport office or othervvise pertaining directly to this agreement. Knowingly fumishing
the County a false statement of its gross soles under the prOVision hereof will constitute Q aefault by the
Concessionaire of this agreement and the County may. at its option, declare this contract terminated.
6. Abatement of 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 160~) of the number of such deplaning passengers in
the same period of preceding calendar year. or in the event that (2) in the opinion of the Board of
Cour"'ty 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 co ods
necessary thereto, and said shortages or other disruptions results in the material diminution in Lessee's
gross receipts hereunder for a period of at least thirty (30) days. and said shortages or other disruptions
are not caused by a labor dispute with Lessee, such diminution to be satisfactorily demonstrated by
Lessee to the Board of County Commissioner3, then, 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 the Lessor ten percent r 1 0%) of gross receipts from the operations hereunder as
hereinbefore defined.
7. Investment bY the lessee - All leasehold improvements and their titles shall vest
immediately in Monroe County upon their acceptance by the County. Furniture, fumishings. fixtures
and equipment will remain the personal property of Concessionaire and may be removed upor, the
term;~atjon of the agreement. proviaed all of its accounts payable to the County are paid at that time.
or in me event the County does not purchase same.
8. leasehold Improvements - Lessee has the right during the term hereof. at its own
expense. at any time from time to time: to install. maintain, operate, reoair and replace any
and all trade fixtures and other personal property useful from time to time in connection with its
ope:".:Jtion on the Airport. all of which shall be and remain the property of Lessee and may be
remcved by lessee prior to or within a reasonable time after expiration of the term of this
agreement: provided, however, that lessee shall repair any damage to the premises :::aused by
such removal. The failure to remove trade fixtures or other persona: property shali not constitUTe
Lessee a hold-over, but all such property not removed within ten r 1 0) days after Lessee receives
?
o written demand for such removal shalf be deemed abandoned and thereupon shall be the
sole property of the lessor.
Leasehold improvements snail include any installation of walls. partitions, doors and windows. an'
electrical wiring, panels. conduits. service connections, receptacles or lighting fixtures attached to walls
partitions. ceilings or floor. all interior finish to floof'). walls. doors. windows or ceilings: and all floo
treatments or coverings, other thon carpeting, that is affixed to floors: sanitary disposal lines and sinks
commodes. and garbage disposal unitsi' 011 heating. air treatment or ventilating distribution systems
including pipes. ducts. venthoods. oir handling units and hot water generators; and all refrigerato
rooms or vaults and refrige:-ated waste rooms including refrigeration or ventilating equipment includec
with same. Any fumiture. fixtures. equipment. carpeting and draperies not classified as leaseholc
improvements above shall be the personal property of the Concessionaire.
. 9. Damaae and Iniury - Lessee covenants that it and all of its agents. servants. employees
and independent contractors will use due care and diligence in all of its acfivities and operations at the
Airport end the Concessionaire hereby agrees to repay or be responsible to Monroe County for 01
damages to the property of the County which may be caused by on act or omission on the port of the
Cdncessionaire, its agents. servants. or employees and except to the extent that such damage to the
property is covered by insurance required to be provided by the Concessionaire under any provision
hereof. or is provided by Monroe County (except subrogation rights of the County's carrier).
Concessionaire shall pay, on behalf of the County, all sums which the County sholl become obligated
to pay by reason of the nobility, if any, imposed by Jaw upon the County for damages because of
bodily injury, including damages for core and loss of service. including death at any time resulting frorr
bodily injury and because of injury tolor destruction of property. including the loss or use thereof whicr
may be caused by or result from any of the activities. omission. or operatiom of the Concessionaire, its
agents, servants, or employees on the Airport.
10. Utilities - Electricity and water will be supplied to the leasehold area by the Lessor.
11. lessee's Obfroations - Lessee covenants and agrees:
(oj to pay the rent and other charges herein reserved at such times and places as
the same ore payable;
(bJ to make no alterations. additions or improvements to the demised premises
without the prior INTitten consent of lessor. which consent shall be not be unreasonably
withheld:
Ie) to keep and maintain the demised premises in good condition. order and recair
during the term of this agreement. and to surrender the same upon the expiration of the
term in the condition in which they ore required to be 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 and all requirements of the constituted public
authorities and w:th 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:
(e) to pay 011 ~axes assessed or imposed by any govemmento! authority upon any
building or other improvements erected or installed on the demised premises during the
term of this agreement and to remit to Lessor f~r payment to the Sr::Jte any sales or use
tax imposed on the rental charge or concession fee;
(f) to cony fire and extended coverage insurance, if obtainable, on 011 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: and
(g) to control the conduct,.. manner and appearance of its officers, agents and
employees. and any objection from the Director of Airports conceming the conduct.
manner or appearance of such persons. Concessionaire shoJi forthwith take steps
necessary to remove the cause of the objection.
12 lessor's Insoection and Maintenance - Lessor and its authorized officers. 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 reguJar 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, pipes, drains. cables and conduits now located .on or
across the demised premises, and to construct. maintain, repair. relocate and remove
such facirities in the future if necessary to cony 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
otheM'ise modifying any fixed improvements at any time erected or installed in or UDon
the demised premises by Lessor, Lessee Of third parties, as a result of the exercise by Lessor
of its rights hereunder. and the repair of arl damage to such fixed improvement5 caused
thereby, shall be bome solely by Lessor.
13. Indemnification - Lessee shall indemnify and hold Lessor forever harmless from and
against aU 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 ciaim
made against Lessor which may result in a judgment against Lessor because of such injury or damage
and promptly deriver to Lessee any papers, notices, documents, summonses, or other lege! precess
whatsoever served upon lessor or its agents, and provided further that Lessee and its insurer, or either of
them, shall have 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 nereto
agree to faithfully cooperate with each other and with Lessee's insurer or agents in any said a~tion.
14. Liability Insurance - Prior to the commencement of work govemed by this lease
agreement (including the pre-staging of personnel and material). the Lessee shari obtain. at his
own expense, insurance as specified in the attached schedules, marked as Exhibit "C," which
are made part of this lease agreement. The Lessee will ensure that the insurance obtained will
extend protection to all Contractors engaged by the Lessee.
Lessee will not be permitted to commence work govemed by this lease agreement
(including the pre-staging of personnel and material), until satisfactory evioence of the required
insurance has been fumished to the Lessor as specified below.
Lessee shall maintain the required insurance. throughout the entire term of this le:!se
agreement. and any extensions, as specified in the attached schedules. Failure to Comply with
this provision may result in the immediate suspension of afl activities conduded by tne Lessee
and ifs Contractors untit the required insurance has been reinstated or repiaced.
A
Lessee shall provide. to the Lessor. as satisfactory evidence of the required insurance,
either a certificate of insurance or 0 certified copy of the actual inslT.:mce policy.
The Lessor, at its sole option. has the right to request a certified copy of any or all
insurance policies required by this contract.
All insurance policies must specify that they are not subject tc =ancellation. non.renewaL
material change or reduction in coverage unless 0 minimum of thi~! (30) days prior notification
is given to the Lessor by the insurer.
The acceptance and/or approv'al of Lessee's insurance ~'lall not be construed as
relieving Lessee from any Iiabifrty or obligation assumed under this CO'itract or imposed by law.
The Monroe County Board of County Commissioners, its emDoyees and officials will be
included as II Additional Insured" on all policies, except for Workers C::mDensation.
Any deviations from these General Insurance Requirements ,,",ust be requested in writing
on the County prepared form entitled "Request for Waiver of Ins...ronce Requirements" and
approved by Monroe County Risk Management.
15. Non-Discrimination - la) Lessee shall fumish all services authorized under this
agreement on a fair. equal and non-discriminatory basis to 01 persons or users thereof. chcrging
fair. reasonable, and non-discriminatory prices for all items Cid services which it is permitted to
sell or render under the provisions hereof. Providing, howeier, that nothing contained in this
paragraph or in any other paragraph of this Agreement s~all be construed as requiring the
Lessee to seek approval by Monroe County before or after ~:;ssee establishes or alters its re~tal
car rates.
(bJ The lessee for himself, his personal represe;,~::Jtives. successors in interest. and
assigns, as a part of the consideration hereof, does hereby ccyenont and agree that:
(1) . no person on the grounds of race. sex. ::reed, color, national origin or age
shall be excluded form participation in, denied the be'1efits of. or be otherwise subjected
to discrimination in the use of said facilities:
(2) that in the construction of any improve"'1ents on, over or under su=h land
and the fumishing of services thereon, no person 0- the grounds of race. sex. creed,
color, national origin or age shall be excluded form oorticipation in, denied the benefits
of. or be otherwise subjected to discrimination in the :"1-8 of said fadlities;
(3) that the Lessee shall use the premi3-es in compliance with a!: otner
requirements imposed by or pursuant to Title 41 Code of Federal Regulations,
Department of Transportation. Subtitle A Office of the Secretary. Part 2l.
Nondiscrimination in Federally-assisted programs of me Department of Transportation -
Effectuation of Title VI of the Civil Rights Act of 196-' and as sold Regulations may be
amended.
That in the event of breach of any of the above nondiscrimiration covenants. Lessee shall hove
the right to terminate the lease and to re-enter and as if said leaSE had never been made or issued.
The provision shall not be effective until the procedures of Title 49, C:de of federal Regulations, Pari 21,
are followed end completed includif1g exercise or expiration of apoeal rights.
16. Rules and Reoulations - Lessee agrees to observe ::md obey, aunng the term of ~his
agreement, all taws, ordinances, rules and regulations promulgate= and enforced by the County and
by any other proper authority having jurisdiction over the condu:t of the operations at the Ai~ort.
Within thirty (30) days from the date of this contract, the County sh:::; provide Lessee 0 written list oi all
rules and regulations which it has promulgated up until that time ::md which will effect the Lessee's
operations hereunder. In the event new rules and regulations are contempJ::::lted, written notice of
same shall be furnished to Lessee. and Lessee will be given thirty (3C days to comply. In the event tnot
Lessee should determine that any contemplated rule or regulati::r: unreasonably hinders him in nis
operation under this agreement, the Lessee shall so notify the Coun~.. an:j the oorties hereto agree tnat
any problem arising incidental thereto will, as much as possible. De worked out oetvveen the ponies
without the necessity to resort to further legal remedies..,'
I:;
17. Fumishina of Service - The Lessee further covenants and agrees that he will. a~ all times
during the ::ontinuance of the term hereby demised and ony renewal or extension thereof. conduct.
operate. end maintain for the benefit of the public:. the rentol cor concession provided for and
described herein. ond all 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
efforts for tre accomplishment of such purposes.
18. United States' Reauirements - This lease shall be subject and subordinate to the
provisions cf any existing or future agreement between the Lessor and the United States relative to the
operation or maintenance of the Airport. and execution of which has been or may be required by the
provision of the Federol 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 low. 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 tor 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 pUr3uant thereto.
19. Lessor's Covenants - The Lessor covenants and agrees that:
(a] Lessor is the lawful owner of the property demised hereby. that it has lolNful possession
thereof. and hos good and lawful authority to execute this Lease: and
(b) throughout the term hereof Lessee may hove. hold and enjoy peaceful and
uninterrupted possession of the premises and rights herein leased and granted, subject to
performance by Lessor of its obligations herein.
20. Cancellation bv lessor - If any of the following events occur. the Lesse~ Sholl be
deemed to be in default of its obligations under the agreement. in which case Monroe County shall
give the Lessee notice in writing to cure such default within thirty [30) days, or the concession will be
automatically canceled ot 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 sholl make a general assignment for the benefit of creditors. Of 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
low or statute of the United Stotes or any state. or government. or consent to the
appointment of a receiver. trustee or liquidator of all or substantially all of the proDerty of
Lessee:
(bl if any order or decree of a court of competent jurisdiction Lessee snail be
adjudged bankrupt or on order shall be mode approving Q petition seeking its
reorganization, or the readjustment of its indebtedness under the Federal Bam::rvptcy
laws of any law or statute of the United States or any state. territory, or possessior; ~nereof
or under the law of any other state. notion. or government. provided. that if such
judgment or order be stayed or vacated within ninety (90) days after the entry thereof.
any notice of cancellation given sholl be and become void and of no effect:
(cl if by or pursuant to any order or decree of any court or govemmental authority.
board. agency or officer having jurisdiction. a receiver, trustee or liquidator snail take
pos.session 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 160)
days after the entry thereof or during such longer period in which Lessee diligenttv and in
good faith contests the some. any notice of cancellation shall be and will become null,
vo::i 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 receipt
by lessee of written demand from Lessor to do so;
Ie} 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 demend from . lessor to do so. or it by reason of the nature of Such
default, the some cannot be remedied within thirty (30) days following receipt by lessee
of written demand from Lessor to do so, then, if lessee shall hove foiled to commence
the remedying of such default within thirty [30) days following such written notice, or
having 50 commenced. shall fail thereafter to continue with diligence the curing thereof:
(f) if the Lessee shall abandon the premises for seven (7) consecutive calendar days;
{g' if the concession of the lessee hereunder shall be transferred. subleased. or
assigned in any manner except in the manner as herein permitted:
(h' if the Lessee sholl fail to pay any validly imposed tax; assessments: utility rent. rate
or charge; or other govemmental imposition; or any other charge or lien agoinst the
premises leased hereunder within any grace period allowed by law, or by the
govemmental authority imposing the same. during which payment is permitted witbout
penalty or interest in complying with this subparagraph the Lessee does not waive his
right to protest such tax, assessment. rent rate or chorge; or
(i) if the Lessee fails to provide service as required by soecifications for five days
during any thirty day period unless such failure is caused by an act of God, notional
emergency or a Jabor 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 and the Lessee sholl not be permitted to cure such default.
21. Additional Remedies - In the event of a breach or a threatened breach by Lessee c
any of the agreements, terms, covenants and conditions hereof, the County shall have the right c
injunction to restrain said breach and to invoice any remedy allowed by law or equity, as jf specific
remedies, indemnity or reimbursement were not herein provided. The rights and remedies given tc
Monroe County are distinct. separate and cumulative. and no one of them, whether or not exercisec
by the County, sholl be deemed to be in exclusion of any of the other:) herein or by law or in equi1)
provided. No receipt of monies by Monroe County tram Lessee after the canceliation or terminatlor
hereof shall reinstate. continue or extend the term, or affect any notice previously given to Lessee, 01
operate as 0 waiver of the right of the County to enforce the payment of rentals and of her charge!
then due or thereafter falling due, or operate as a waiver of the righf of the County to recover
possession of the premises by suit or otherwise. It is agreed that. after the service of notice to concel or
terminate as herein provided, or ofter the commencement of any proceeding, or after a finol order for
possession of the premises. the County may demand and collect any monies due, or thereafter tolling
due, without in any manner affecting such notice, proceeding, or order: and any and ofl 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
Monroe County. Florida, and determined under the laws of the State of Ftorida. Lessee will pay any
reasonable attomey's fees incurred if the County prevails in the enforcement of the agreement
regardless of whether or not a lawsuit is fHed, including but not limited to all costs and market value
attomey's fees incurred in collecting, trial, bcnkruPtcy or reorganization oroceedin~s or appeal of any
matter hereunder and all costs. charges and expenses incurred herein.
22. Cancellation bv Lessee - lessee shall hove the right upon written notice to Lessor. to
cancel this agreement in its entirety upon or after the happening of one or more of the following
events. if said event or events is then continuing:
(a) the issuance by any court of apparent competent jurisdiction of an injunctbn,
order, or decree preventing or restraining the use by Lessee of all or any substantial ~art
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 port 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 terms. covenants or
conditions required of it under this instrument and the failure of Lessor to cure s!...jch
default within a period of thirty (30) days following receipt of written demand from Les.see
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 have the right to cancel if Lessor snail
hove failed to commence to remedy such default within said thirty (30) days following
receipt of such written demand, or having so commenced. shall fail thereafter to
continue with diligence the curing thereof:
(e) the inability of Lessee to conduct its business at the Airport in substantially tne
same manner and to the same extent as theretofore conducted, for a period of at-le:Jst
ninety (90) days. because of (i) any law, (ii) any rule, order, judgment. decree, regulation,
or other action or non-action of any Govemmental authority, board, agency or off.cer
having jurisdiction thereof:
(d) if the fixed improvements placed upon the demised premises are tCT::Jlly
destroyed or so extensively damaged that it would be impracticable or uneconomica: to
restore the some 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
apporticned between Lessor and Lessee, Lessor receiving the same proportion of s0ch
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 end 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 sholl 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 Airoort
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 legislative action. of normal civilian traffi:: 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 pUbiic
use, and any of soid events results in material interference with Lessee's norma! business
operations or substantial diminution of Lessee's gross revenue from its automobiie rental
concess;on 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.
Lessee's oresently existing righ t to operate an automobile rental concession at the Airport
is withdrawn, canceled, terminated. or not rene(...,ed by Lessor.
8
(g) the taking of the who+e 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 ofthis leose a majority of the
scheduled air transportation serving the locol area no longer oper=res from the Airport;
or
(i) if at any time during fo-,e .basic term hereof or the option periods, the Airport or
terminal building is removed to a place more than three (3) road miles in distance from
its present location.
23. lessee's Reserved Richts - Nothing contained in this Agree~ent shall limit or restrict in
any way such lawful rights as Lessee may hove now or in the future to maintain claims against the
federal. state. or municipal govemment. or any deportment or agency thereof. or against any interstate
body, commission or authority. or otner public or private body exercising governmental powers, for
damages or compensation by reason of the taking or occupation. by condemnation or otherwise, of
all or a substantial part of the demised premises. including fixed improvements thereon, or of all or a
material part of the Airport with adverse effects upon 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 nature. and to refrain from hindering. opposing. or obstructing
the maintenance thereby by Lessee.
24. Assionment and Subiettinc - It is expressly agreed ond understood that any and all
obligations of Lessee hereunder may be fulfilled or discharged either by lessee or by a Licensed
member of The Hertz Corporation duly appointed thereto by The Hertz Corporation. and that any and
all privileges of every kind granted Lessee hereunder extends to any Licensee so appointed: provided.
however. that notwithstanding the method of operation employed by Lesse€ hereunder any appointed
Lessee always shall continue to remain directly liable to Lessor for the performance cf all terms and
conditions of this lease. Except hereir.above 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 low of Lessee's intere!! created hereby. other than by merger or consolidation.
25. Other Use - Lessee shOll not use or permit the use of the demised premises or any part
thereof for any purpose or use other than an authorized by this agreement.
26. liens - Lessee shall couse to be removed any and 011 liens of any nature arising out of or
because of any construction performed by Lessee or any of it.s contractors or subcontractors upon the
demised premises or arising out of or because of the performance of any work or labor upon or the
fumishing of any materials for use at said premises, by or at the direction of lessee.
27. TIme - In computing Lessee's term within which to commence construction of any fixed
improvements or to cure any default as required by this Lease, there shall be excluded all delays due to
strikes. lockouts, acts of God and the public enemy. or by order or direc:-ion or other interference by
any municipaL State, Federal or other governmental department. board, or commission hoving
jurisdiction. or other causes beyond Lessee I s control.
28. Other Development of Airport - Monroe County reserves the right to further develop or
improve the landing orea of the Airport os its sees fit. regardless of the desires or views of the
Concessionaire. and without interference or hindrance; provided. however, that in no event can tne
County deprive the Concessionaire of reasonable and direct routes o~ ingress and egress to the
premises.
29. Paraaraoh HeadinQS - Paragraph headings herein are inrended only to assist in reading
identification and are not in Jrmitotior: or enlargement of the content of any paragraph.
'"
30. Notices - Any notice of other communication from either party to the other pursuant to
this agreement is sufficiently given or communicated if sent by registered mail. with proper postage and
registration fees prepaid. addressed to the party for whom intended. at the fOllOWing addresses:
lessor
Board of County Commissioners
Key West Intemational Airport
3491 S Roosevelt Blvd.
Key West. FL 33040
lessee
The Hertz Corporation
At tn: VP, Properties and Concessions
fXXi~XXx 225 Brae Boulevard
~"~~~ti Park Ridge, NJ 07E
or to such other address as the party being given such notice shall from time to time desianote to the
o!~er: by notice given in accordance herewith.
. COu
WHEREOF. the parties have caused these presents to be executed by their respective
otive thereunto duly authorized. the day and year first above written.
,BOARD OF COUNTY COMMISSIONERS
J:;OECOU~FLO~!j\J
~r/ChOirperson _
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1 W6 Euilion
l\lONROE COUNTY, FLORIDA
RISK i\lANAGEMENT
POLICY AND PROCEDURES
CONTRACT ADMINISTRATION
MANUAL
General Insurance Requirements
for
AirporU Aircraft Activities
The Vendor shall maintain the required insurance throughout the entire tenn of this contract and
any extensions specified in any attached schedules. Failure to comply \vith this provision may
result in the immediate suspension of all activities conducted by the Vendor and its Contractors
until the required insurance has been reinstated or replaced.
The Vendor shall provide, to the County, as satisfactory evidence of the required insurance,
either:
. Certificate of Insurance
or
. A Certified copy of the actual insurance policy.
The County, at its sole option, has the right to request a certified copy of any or all insurance
policies required by this contract.
All insurance policies must specify that they are not subject to cancellation, non-renewal,
material change, or reduction in coverage unless a minimum of thirty (30) days prior notification
is given to the County by the insurer.
Th~ acceptance and/or npproval of the Vendor's insurance shall not be construed as relievino the
Vendor from any liability or obligation assumed under this contract or imposed by law. 0
The Monroe County Board of County Commissioners, its employees and officials will be
included as "Additional Insured" on all policies, except for Workers' Compensation.
Any deviations from these Generallnsurnnce Requirements must be requested in VvTlting on the
County prepared form entitled "Request for \Vaiver ofInsurance Requirements" and
approved by Monroe County Risk Management.
At.!mllllstr;:\lJun lnstrUl:tion
;;..J ~llq ~
24
GENERAL LIABILITY
INSURANCE REQUlRE~1ENTS
FOR
CONTRACI'
BET\VEEN
~10NROE COUNTY, FLORIDA
.AND
.
Prior to the commencement of work governed by this contract, the Contractor shall obtain
General Liability Insurance. Coverage shall be maintained throughout the life of the contract and
include, as a minimum:
,
· Premises Operations
· Products and Completed Operations
· Blanket Contractual Liability
· Personal Injury Liability
· Expanded Definition of Property Damage
The minimum limits acceptable shall be:
$1,000:000 Combined Single Limit (CSL).
-
If split limits are provided, the minimum limits acceptable shall be:
$ 500,000 per Person
$ 1,000,000 per Occurrence
$ 100,000 Property Damage
An Occurrence Form policy is preferred. If coverage is provided on a Claims Made policy, its
provisions should include coverage for claims filed on or after the efTectiye date of this contract.
In addition, the period for which claims may be reported should extend for a minimum of twelve
(12) months following the acceptance of work by the County.
The Monroe County Board of County Commissioners shall be named as Additional Insured on
all policies issued to satisfy the above requirements.
GLJ
AdmmistratlOn InstructIOn
1f4709.2
/
56
1996 Edlllon
/"
VEHICLE LIABILITY
INSURANCE REQUlREMEl\iS
FOR
CONTRACf
BETWEEN
MONROE COUNTY, FLORIDA
AND
Recognizing that the work governed by this contract requires the use of vehicles, the Contractor
prior to the commencement of work, shall obtain Vehicle Liability Insurance. Coverage shall b~
maintained throughout the life of the contract and include~ as a minimum; liability coverage for:
· Ovmed, Non-Owned, and Hired Vehicles
The minimum limits acceptable shall be:
$1,000,000 Combined Single Limit (CSL)
If split limits are provided, the minimum limits acceptable shall be:
$ 500,000 per Person
$1,000,000 per Occurrence
$ 100,000 Propeny Damage
The Monroe County Board of County Commissioners shall be named as Additional Insured on
all policies issued to satisfy the above requirements.
VLJ J
~
Administralion Instruction
114709.2
83
1996 EdlllOO
(
WORKERS' COl\tPENSA TION
INSURANCE REQUIREMENTS
FOR
CONTRACT
BETWEEN
MONROE COUNTY, FLORIDA
AND
Prior to the commencement of work governed by this contract, the Contractor shall obtain
Workers' Compensation Insurance with limits sufficient to respond to the applicable state
statutes.
In addition, the Contractor shall obtain Employers' Liability Insurance with limits of not less
than: .,
S 1 ,000.000 Bodily Injury by Accident
S 1 ,000,000 Bodily Injury by Disease, policy limits
S I ,000,000 Bodily Injury by Disease, each employee
Coverage shall be maintained throughout the entire term of the contract.
Coverage shall be provided by a company or companies authorized to transact business in the
state of Florida.
If the Contractor has been approved by the Florida's Department of Labor. as an authorized self-
insurer, the County shall recognize and honor the Contractor's status. The Contractor may be
required to submit a Letter of Authorization issued by the Department of Labor and a Certificate
ofInsurance, providing details on the Contractor's Excess Insurance Program.
Ifthe Contractor participates in a self-insurance fund, a Certificate ofInsurance will be required.
In addition, the Contractor may be required to submit updated financial statements from the fund
upon request from the County.
we3
Administrallon Instruclion
#4709.2
90
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MONH.OE COUNTY. FLORIDA
Request For Waivcr
of
(n:turOlnce Requirement:!
It is rC'lu~ted tluL the IOSU~nCc requirements. as specified in the County's Schedule or Insur:J,l1cc
Requirements. be wai\'Cd or modified on the followmg conlm'l
COlllr:Jctor:
..
The Bertz Corporation
.
Contract for:
Car Rental Concession - Kev West Int'l Airport
Address of Contr:lctor.
4751 Best Raod. Suite 400
Atlanta, GA 30337
Phone:
(404) 766-2688
Scope or Work:
Car Rental Agency
RC.1$(.'n for W;ll\'cr:
Hertz Corporation is self-insurel u. the State of
Florida for Vehicle Insurance. Has provided Certificate
of Self-Insurance
Signature or COlllr.tClor:
Risk rvl;ll\:!~CIlll:lll
Approved X
G~A~~
f]/Yi/qy
Not Approved
Dme
CoulIty ^UlllllliSlr.Hor :lppc:ll:
.
^ ppro\'cd:
NOl Approved:
Date:
UO:HU or COlltH\' COlllllliSSloncrs :lppc:ll:
Approved:
NOl Approved.:
Meeting Dale:
WAIVER
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