01/17/1996 Agreement
nlannp lL. J{olbagt
BRANCH OFFICE
3117 OVERSEAS HIGHWAY
MARA lHON, FLORIDA 33050
TEL. (305) 289-6027
FAX (305) 289-1745
CLERK OF THE CIRCUIT COURT
MONROE COUNTY
500 WHITEHEAD STREET
KEY WEST, FLORIDA 33040
TEL. (305) 292-3550
FAX (305) 295-3660
BRANCH OFFICE
88820 OVERSEAS HIGHWAY
PLANTATION KEY, FLORIDA 33070
TEL. (305) 852-7145
FAX (305) 852-7146
MEMORANDUM
TO: Peter Horton, Director
Division of Community Services
FROM:
Attention: Bevette Moore, Airport Business Coordinator
Ruth Ann Jantzen, Deputy Clerk ~Aj
January 30, 1996
DA TE:
-----------------------------------------------------------------------------------------------------------------------.
On January 17, 1996, the Board of County Commissioners granted approval
and authorized execution of a Lease and Concession Agreement between Monroe County
and Enterprise Leasing Company, for operations at Marathon Airport.
Enclosed please find a fully executed duplicate original of the above Agreement
for return to Enterprise Leasing Company.
me.
If you have any questions concerning the above, please do not hesitate to contact
cc: County Attorney
Fmance
County Administrator, w/o document
File
LEASE AND CONCESSION AGREEMENT
MARATHON AIRPORT
THIS CONTRACT OF LEASE is made and entered into on the /1 t:;{ day of
~JA('(()~i ,199~, by and between MONROE COUNTY, a political subdivision of
the State of Florida, hereinafter referred to as Lessor, and ENTERPRISE LEASING
COMPANY, a Florida Corporation, hereinafter referred to as Lessee or Concessionaire;
WHEREAS, Lessor desires to grant to Lessee a non-exclusive right to operate an
automobile rental concession at and from the Marathon Airport at Marathon, Florida,
hereinafter referred to as Airport; and
WHEREAS, Lessor and Lessee desire, in connection with said operations, to
provide for the leasing by Lessor to Lessee of certain space in and?ro:~nd Yr Ai~~e
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Terminal at the Airport for the establishment of a Rental ~r--':. ton~ssiordto
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accommodate the Lessee's customers and provide space fe~tJ1e ~mpOFOry
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placement of rental ready vehicles and for other purposes in ccihrrection:-:with ~id
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operations, all as hereinafter more specifically provided;
NOW, THEREFORE, in consideration of the premises and of mutual covenants and
promises hereinafter contained, the parties hereto do hereby agree as follows:
1. Premises - Lessor hereby leases to Lessee for its exclusive use as rental car
office space # 1 06 located in the airline terminal at Marathon, Monroe County, Florida,
said space containing 247 square feet, and being designated "Auto Rental
Office/Counter," as shown on Exhibit A, attached hereto and made a part hereof; and
in addition thereto. hereby provides 7142 sq. ft. of car prep. area and fourteen (14)
rental car ready spaces in the parking lot.
2. Term - This agreement is for a term of five (5) years, commencing
November 15, 1994, and expiring on November 14, 1999.
3. Rental and Fees - Lessee will become responsible for payment of rental
and fees effective the first full calendar month in which Lessee takes possession and
begins operations at the Airport. Lessee, for and during the term hereof, shall pay to
Lessor for the use and occupancy of said Basic Premises and for the rights and
privileges herein granted it at the following scheduled rates and fees:
(a) Counter Rental: Office/Counter space rental will be paid for at the
following rates:
Marathon Airport - $20.00/sq. ft./per annum + tax.
Counter/office rental space includes that space physically enclosed by
the counter, side partitions and backwall. This rate includes the operating
and maintenance expense directly related to the airline terminal cost
center plus allocated administrative cost plus return on investment. These
rates, which are currently equal to the airline rental rate for publicly
exposed space, will be adjusted yearly. The annual adjustment shall be
made in accordance with percentage change in the Consumer Price
Index (CPI) for Wage Earners and Clerical Workers in the Miami, Florida,
area index, and shall be based upon the annual average CPI
computation from January 1 through December 31 of the previous year.
(b) Car prep. Area - 7142 sq. ft. - .395/sq. ft./per annum - utilities to be
paid by Lessee. Lessor shall obtain any development permits, use permits
and occupational licenses necessary for the washing and other preparation,
other than mechanical repairs, of cars for rental.
(c) Fourteen (14) Car Ready Spaces - Exhibit C - no charge.
(d) Concession Fee: Guaranteed minimum annual concession fee
for each contract year of the five (5) year term of this concession agreement
shall be $27,000.00. The Lessee agrees to pay monthly ten (10) percent of gross
revenues for the previous month or one twelfth (1/12) the guaranteed annual
minimum, whichever is greater. In the event the total amount paid during any
one year period under this method exceeds ten percent of gross revenues or
the annual minimum guarantee, whichever is greater, for that one year period,
an adjustment will be made to the first months rent for the next subsequent
period or, at the end of the fifth year, reimbursement will be made within thirty
days.
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A performance bond in the amount of $25,000 (twenty-five thousand dollars)
shall be provided to the Board of County Commissioners and shall be held in escrow as
security to insure conformance with the contract provisions. It is not the intent of the
County to call the bond for rental payments unless there is a violation of the contract.
4. Definition of Gross Receipts - As used herein, the term "gross receipts"
shall mean the total sum of money, from charges for net time, mileage, and personal
accident insurance, paid or payable, whether by cash or credit, (after any discount
specifically shown on the car rental agreement), by the customer to Concessionaire for
or in connection with the use of vehicle contracted for, delivered or rented to the
customer at the Airport, regardless of where the payment is made or where the vehicle
is returned. The Concessionaire for the purpose of its concession rentals shall report all
income, both cash and credit, in its monthly gross receipts statement.
5. Accountino 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 issued for
each sale or transaction whether for cash or credit. Lessee further agrees that it will
make available to Monroe County, a full and complete book of accounts and other
records required by the County to provide a true account of all revenues pertaining to
its operations under the provisions hereof. The County, acting through its Finance
Director or other authorized representative, shall have the right to inspect and audit the
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Concessionaire's books of accounts and other records directly generated at the
Marathon Airport office or otherwise pertaining directly to this agreement. Knowingly
furnishing the County a false statement of its gross sales under the provision hereof will
constitute a default by the Concessionaire of this agreement and the County may, at
its option, declare this contract terminated. The Lessee retains the right to have its
controller or a representative assigned by its controller to be present during any
inspection or audit by the County. Ten (10) business day's notice must be given of
intent to audit by the County to allow Lessee's controller sufficient time to schedule
said presence.
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 month shall be less than eighty percent (80%) of the number of such deplaning
passengers in the same period in the preceding calendar year, or in the event that (2)
in the opinion of the Board of County Commissioners, the operation of Lessee's car
rental business at the Airport is affected through no fault of Lessee by shortages or other
disruption in the supply of automobiles, gasoline, or other goods necessary thereto, and
said shortages or other disruptions results in the 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 Commissioners, 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
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pay to the Lessor ten percent (10%) 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, furnishings, fixtures and equipment will remain the personal property of
Concessionaire and may be removed upon the termination of the agreement,
provided all of its accounts payable to the County are paid at that time.
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, repair and
replace any and all trade fixtures and other personal property useful from time to time
in connection with its operation on the Airport, all of which shall be and remain the
property of Lessee and may be removed by Lessee prior to or within a reasonable time
after expiration of the term of this agreement; provided, however, that Lessee shall
repair any damage to the premises caused by such removal. The failure to remove
trade fixtures or other personal property shall not constitute Lessee a hold-over, but all
such property not removed within ten (10) days after Lessee receives a written demand
for such removal shall be deemed abandoned and thereupon shall be the sole
property of the Lessor.
Leasehold improvements shall include any installation of walls, partitions, doors
and windows, any electrical wiring, panels, conduits, service connections, receptacles
or lighting fixtures attached to walls, partitions, ceilings or floor, all interior finish to floors,
walls, doors, windows or ceilings; and all floor treatments or coverings, other than
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carpeting, that is affixed to floors; sanitary disposal lines and sinks, commodes, and
garbage disposal units; all heating, air treatment or ventilating distribution systems,
including pipes, ducts, venthoods, air handling units and hot water generators; and all
refrigerator rooms or vaults and refrigerated waste rooms including refrigeration or
ventilating equipment included with same. Any furniture, fixtures, equipment,
carpeting and draperies not classified as leasehold improvements above shall be the
personal property of the Concessionaire.
9. Damaoe and Iniurv - Lessee covenants that it and all of its agents,
servants, employees, and independent contractors will use due care and diligence in
all of its activities and operations at the Airport and the Concessionaire hereby agrees
to repay or be responsible to Monroe County for all damages to the property of the
County which may be caused by an act or omission on the part of the Concessionaire,
its agents, servants, or employees and except to the extent that such damage to the
property is covered by insurance required to be provided by the Concessionaire under
any provision hereof, or is provided by Monroe County (except subrogation rights of the
County's carrier), Concessionaire shall pay, on behalf of the County, all sums which the
County shall become obligated to pay by reason of the liability, if any, imposed by law
upon the County for damages because of bodily injury, including damages for care
and loss of service, including death at any time resulting from bodily injury and
because of injury t%r destruction of property, including the loss or use thereof which
may be caused by or result from any of the activities, omission, or operations of the
Concessionaire, its agents, servants, or employees on the Airport.
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10. Other Development of Airport - Monroe County reserves the right to
further develop or improve the landing area of the Airport as its sees fit. regardless of
the desires or views of the Concessionaire, and without interference or hindrance;
provided, however, that in no event can the County deprive the Concessionaire of
reasonable and direct routes of ingress and egress to the premises.
11. Terminal Area Planning - Lessee acknowledges that Monroe County has
Master Plans including terminal area revisions. Lessee hereby agrees to cooperate to
the fullest with the County, especially in those areas of terminal improvements which
may at some time cause relocation of rental car facilities.
12. Utilities - Electricity, water and trash removal service will be assessed to
Lessee at a surcharge of $250.00 per month, which monthly fee shall be adjusted for
each contract year commencing November 15, 1995, in accordance with the
percentage change in the Consumer Price Index (CPI) for Wage Earners and Clerical
Workers in the Miami, Florida, area index, and shall be based upon the annual average
CPI computation from January 1 through December 31 of the previous year.
13. Lessee's Oblioations - Lessee covenants and agrees:
(a) to pay the rent and other charges herein reserved at such times
and places as the same are payable;
(b) to make no alterations, additions or improvements to the demised
premises without the prior written consent of Lessor, which consent shall be not
be unreasonably withheld;
(c) to keep and maintain the demised premises in good condition,
order and repair during the term of this agreement. and to surrender the same
upon the expiration of the term in the condition in which they are required to be
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kept, reasonable wear and tear and damage by casualty, not caused by
Lessee's negligence, riot and civil commotion, excepted;
(d) to observe and comply with any and all requirements of the
constituted public authorities and with all federal, state or local statutes,
ordinances, regulations, and standards applicable to 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 all taxes assessed or imposed by any governmental authority
upon any building or other improvements erected or installed on the demised
premises during the term of this agreement; and
(f) to control the conduct, manner and appearance of its officers,
agents, and employees, and any objection from the Director of Airports
concerning the conduct, manner or appearance of such persons,
Concessionaire shall forthwith take steps necessary to remove the cause of the
objection.
14. Lessor's Inspection 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
regular business hours (or at any time in case of emergency) to determine
whether Lessee has complied and is complying with the terms and conditions of
this agreement with respect thereto; or
(b) to perform essential maintenance, repair, relocation, or removal of
existing underground and overhead wires, pipes, drains, cables and conduits
now located on or across the demised premises, and to construct, maintain,
repair, relocate and remove such facilities in the future if necessary to carry out
the Master Plan of development of the Airport; provided, however, that said
work shall in no event disrupt or unduly interfere with the operations of Lessee,
and provided further, that the entire cost of such work, including but not limited
to the cost of rebuilding, removing, relocating, protecting or otherwise modifying
any fixed improvements at any time erected or installed in or upon the demised
premises by Lessor, Lessee or third parties, as a result of the exercise by Lessor of
its rights hereunder, and the repair of all damage to such fixed improvements
caused thereby, shall be borne solely by Lessor.
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15. Indemnification - Lessee shall indemnify and hold Lessor forever harmless
from and agQinst all liability imposed upon Lessor by reason of legal liability for injuries
to persons, or wrongful death, and damages to property caused by Lessee's
operations or activities on such premises or elsewhere at the Airport, provided that
Lessor shall give Lessee prompt and timely notice of any claim made against Lessor
which may result in a judgment against Lessor because of such injury or damage and
promptly deliver to Lessee any papers, notices, documents, summonses, or other legal
process whatsoever served upon Lessor or its agents, and provided further that Lessee
and its 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 hereto agree to faithfully cooperate
with each other and with Lessee's insurer or agents in any said action.
(a) Insurance - Lessee shall carry fire and extended coverage
insurance, if obtainable, on all fixed improvements erected by Lessee on the
demised premises to the full insurable value hereof, it being understood and
agreed that for purposes hereof the term "full insurable value" shall be deemed
to be that amount for which a prudent owner in like circumstances would insure
similar property, but in no event an amount in excess of Lessee's original cost of
constructing said fixed improvements.
(b) Coveraoe - The Lessee shall procure and maintain insurance of
the types and to the limits as contained in Exhibit "D", which is hereby made a
part of this Lease.
16. Non-Discrimination - Lessee shall furnish all services authorized under this
agreement on a fair, equal and non-discriminatory basis to all persons or users thereof,
charging fair, reasonable, and non-discriminatory prices for all items and services
which it is permitted to sell or render under this agreement shall be construed as
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requiring the Lessee to seek approval by Monroe County before or after Lessee
establishes or alters its rental car rates. Franchisee shall not discriminate in its
employment practices against any person on the basis of race, sex, creed, color,
national origin, age or any other characteristic or aspect which is not job related.
17. Rules and Regulations - Lessee agrees to observe and obey, during the
term of this agreement, all laws, ordinances, rules and regulations promulgated and
enforced by the County and by any other proper authority having jurisdiction over the
conduct of the operations at the Airport. Within thirty (30) days from the date of this
contract, the County shall provide Lessee a written list of all rules and regulations which
it has promulgated up until that time and which will effect the Lessee's operations
hereunder. In the event new rules and regulations are contemplated, written notice of
same shall be furnished to Lessee, and Lessee will be given thirty (30) days to comply.
In the event that Lessee should determine that any contemplated rule or regulation
unreasonably hinders him in his operation under this agreement, the Lessee shall so
notify the County, and the parties hereto agree that any problem arising incidental
thereto will, as much as possible, be worked out between the parties without the
necessity to resort to further legal remedies.
18. Furnishino of Service - The Lessee further covenants and agrees that he
will, at all times during the continuance of the term hereby demised and any renewal
or extension thereof, conduct, operate, and maintain for the benefit of the public, the
rental car concession provided for and described herein, and all aspects and parts
and services thereof as hereinabove defined and set forth, and will make all such
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facilities and services available to the public and that he will devote his best efforts for
the accomplishment of such purposes.
19. United states' Reauirements - This lease shall be subject and subordinate
to the provisions of any existing or future agreement between the Lessor and the United
States relative to the operation or maintenance of the Airport, and execution of which
has been or may be required by the provision of the Federal Airport Act of 1946, as
amended, or any future act affecting the operation or maintenance of the Airport,
provided, however, that Lessor shall, to the extent permitted by law, use its best efforts
to cause any such agreement to include provisions protecting and preserving the rights
of Lessee in and to the demised premises and improvements thereon, and to
compensation for the taking thereof, and payment for interference therewith and for
damage thereto, caused by such agreement or by actions of the Lessor or the United
States pursuant thereto.
20. Lessor's Covenants - The Lessor covenants and agrees that:
(a) Lessor is the lawful owner of the property demised hereby, that it has
lawful possession thereof, and has good and lawful authority to execute this
Lease; and
(b) throughout the term hereof Lessee may have, hold and enjoy
peaceful and uninterrupted possession of the premises and rights herein leased
and granted, subject to performance by Lessor of its obligations herein.
21. Cancellation by Lessor - If any of the following events occur, the Lessee
shall 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
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(30) days, or the concession will be automatically canceled at the end of that time
and such cancellation will be without forfeiture, waiver, or release of the County's right
to any such of money due pursuant to this agreement for the full term hereof:
(a) if Lessee shall make a general assignment for the benefit of creditors,
or file a voluntary petition in bankruptcy or a petition or answer seeking its
reorganization or the readjustment of its indebtedness under the Federal
Bankruptcy Laws of any other similar law or statute of the United States or any
state, or government, or consent to the appointment of a receiver, trustee or
liquidator of all or substantially all of the property of Lessee;
(b) if any order or decree of a court of competent jurisdiction Lessee
shall be adjudged bankrupt or an order shall be made approving a petition
seeking its reorganization, or the readjustment of its indebtedness under the
Federal Bankruptcy Laws of any law or statute of the United States or any state,
territory, or possession thereof or under the law of any other state, nation, or
government, provided, that if such judgment or order be stayed or vacated
within ninety (90) days after the entry thereof, any notice of cancellation given
shall be and become void and of no effect;
(c) if by or pursuant to any order or decree of any court or
governmental authority, board, agency or officer having jurisdiction, a receiver,
trustee or liquidator shall take possession or control of all or substantially all of the
property of Lessee for the benefit of creditors, provided, that if such order or
decree be stayed or vacated within sixty (60) days after the entry thereof or
during such longer period in which Lessee diligently and in good faith contests
the same, any notice of cancellation shall be and will become null, void and of
no effect;
(d) if Lessee fails to pay the rental charges or other money payments
required by this instrument and such failure shall not be remedied within thirty
(30) days following receipt by Lessee of written demand from Lessor to do so;
(e) if Lessee defaults in fulfilling any of the terms, covenants, or
conditions required of it hereunder and fails to remedy said default within thirty
(30) days following receipt by Lessee of written demand from Lessor to do so, or
if, by reason of the nature of such default, the same cannot be remedied within
thirty (30) days following receipt by Lessee of written demand from Lessor to do
so, then, if Lessee shall have failed to commence the remedying of such default
within thirty (30) days following such written notice, or hClving so commenced,
shall fail thereafter to continue with diligence the curing thereof;
(f) if the Lessee shall desert or abandon the premises for seven (7)
consecutive calendar days;
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(g) if the concession or the estate of the Lessee hereunder shall be
transferred, subleased, or assigned in any manner except in the manner as
herein permitted;
(h) if the Lessee shall fail to pay any validly imposed tax; assessments;
utility rent, rate or charge; or other governmental imposition; or any other
charge or lien against the premises leased hereunder within any grace period
allowed by law, or by the governmental authority imposing the same, during
which payment is permitted without penalty or interest; in complying with this
subparagraph the Lessee does not waive his right to protest such tax,
assessment, rent, rate or charge; or
(i) if the Lessee fails to provide service as required by specifications for
five days during any thirty day period, unless such failure is caused by an act of
God, national emergency or a labor strike of which the 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 shall not be permitted
to cure such default.
22. Additional Remedies - In the event of a breach or a threatened breach
by Lessee of any of the agreements, terms, covenants and conditions hereof, the
County shall have the right of injunction to restrain said breach and to invoke any
remedy allowed by law or equity, as if specific remedies, indemnity or reimbursement
were not herein provided. The rights and remedies given to Monroe County are
distinct, separate and cumulative, and no one of them, whether or not exercised by
the County, shall be deemed to be in exclusion of any of the others herein or by law or
in equity provided. No receipt of monies by Monroe County from Lessee after the
cancellation or termination hereof shall reinstate, continue or extend the term, or
affect any notice previously given to Lessee, or operate as a waiver of the right of the
County to enforce the payment of rentals and other charges then due or thereafter
falling due, or operate as a waiver of the right of the County to recover possession of
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the premises by suit or otherwise. It is agreed that, after the service of notice to cancel
or terminate as herein provided, or after the commencement of any proceeding, or
after a final order for possession of the premises, the County may demand and collect
any monies due, or thereafter falling due, without in any manner affecting such notice,
proceeding, or order: and any and all such monies and occupation of the premises, or
at the election of the County on account of 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 Florida. The prevailing
party shall pay any reasonable attorney's fees incurred by the other party in the event
of litigation. Lessee will pay any reasonable attorney's fees incurred by the County in
the enforcement of the agreement other than through litigation, including but not
limited to all costs and attorney's fees in collecting, bankruptcy or reorganization
proceedings, or appeal of any such matter.
23. Cancellation by Lessee - Lessee shall have the right upon written notice to
Lessor, to cancel this agreement in its entirety upon or after the happening of one or
more of the following events, if said event or events is then continuing:
(a) the issuance by any court of apparent competent jurisdiction of an
injunction, order, or decree preventing or restraining the use by Lessee of all or
any substantial part of the demised premises or preventing or restraining the use
of the Airport for usual airport purposes in its entirety, or the use of any part
thereof which may be used by 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 such default within a period of thirty (30) days following receipt of
written demand from Lessee to do so, except that if by reason of the nature of
such default, the same cannot be cured within said thirty (30) days, then Lessee
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shall have the right to cancel if Lessor shall have failed to commence to remedy
such default within said thirty (30) days following receipt of such written
demand, or having so commenced, shall fail thereafter to continue with
diligence the curing thereof;
(c) the inability of Lessee to conduct its business at the Airport in
substantially the same manner and to the same extent as theretofore
conducted, for a period of at least ninety (90) days, because of (i) any law, (ii)
any rule, order, judgment, decree, regulation, or other action or non-action of
any Governmental authority, board, agency or officer having jurisdiction
thereof;
(d) if the fixed improvements placed upon the demised premises are
totally destroyed or so extensively damaged that it would be impracticable or
uneconomical to restore the same to their previous condition as to which Lessee
is the sole judge. In any such case, the proceeds of insurance, if any, payable
by reason of such loss shall be apportioned between Lessor and Lessee, Lessor
receiving the same proportion of such proceeds as the then expired portion of
the lease term bears to the full term hereby granted, and Lessee receiving the
balance thereof. If the damage results from an insurable cause and is only
partial and such that the said fixed improvements can be restored to their prior
condition within a reasonable time, then Lessee shall restore the same with
reasonable promptness, and shall be entitled to receive and apply the
proceeds of any insurance covering such loss to said restoration, in which event
this agreement shall not be canceled but shall continue in full force and effect,
and in such case any excess thereof shall belong to Lessee;
(e) in the event of destruction of all or a material portion of the Airport or
the Airport facilities, or in the event that any agency or instrumentality of the
United States Government, or any state or local government occupies the
Airport or a substantial part thereof, or in the event of military mobilization or
public emergency wherein there is a curtailment, either by executive decree or
legislative action, of normal civilian traffic at the Airport or the use of motor
vehicles or airplanes by the general public, or a limitation of the supply of
automobiles or of automobile fuel, supplies, or parts for general public use, and
any of said events results in material interference with Lessee's normal business
operations or substantial diminution of Lessee's gross revenue from its
automobile rental concession at the Airport, continuing for a period in excess of
fifteen (15) days;
(f) in the event that at any time prior to or during the term of this
agreement, Lessee's presently existing right to operate an automobile rental
concession at the Airport is withdrawn, canceled, terminated, or not renewed
by Lessor;
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(g) the taking of the whole or any part of the demised premises by the
exercise of any right of condemnation or eminent domain;
(h) if at any time during the basic term or option term of this lease a
majority of the scheduled air transportation serving the local area no longer
operates from the Airport; or
(i) if at any time during the basic term hereof or the option periods, the
Airport or terminal building is removed to a place more than three (3) road miles
in distance from its present location.
(j) If at any time Lessee desires to terminate the lease without cause, and
provides thirty (30) days prior written notice to the County, and pays two (2)
month's rent and the greater of (a) 10% of the equivalent of two (2) month 's
gross, or (b) 2/12's of the minimum guarantee; or if Lessee desires to terminate
the lease without cause and provides no notice or less than thirty (30) day's
written notice, and pays three (3) month's rent and the greater of (a) 10% of the
equivalent of three (3) month's gross, or (b) 3/12's of the minimum guarantee.
For purposes of this paragraph, gross revenues shall be based on the
immediately preceding two months or three months, respectively, depending
upon whether thirty days notice is given.
24. Lessee's Reserved Riohts - Nothing contained in this Agreement shall limit
or restrict in any way such lawful rights as Lessee may have now or in the future to
maintain claims against the federal, state, or municipal government, or any
department or agency thereof, or against any interstate body, commission or authority,
or other public or private body exercising governmental powers, for damages or
compensation by reason of the taking or occupation, by condemnation or otherwise,
of all or a substantial part of 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
16
nature, and to refrain from hindering, opposing, or obstructing the maintenance
thereby by Lessee.
25. Assignment and Sublettino - It is expressly agreed and understood that
any and all obligations of Lessee hereunder may be fulfilled or discharged either by
Lessee or by a Licensed member of Enterprise Rent-a-Car, duly appointed thereto by
Enterprise Rent-a-Car, and that any and all privileges of every kind granted Lessee
hereunder extends to any Licensee so appointed; provided, however, that
notwithstanding the method of operation employed by Lessee hereunder any
appointed Lessee always shall continue to remain directly liable to Lessor for the
performance of all terms and conditions of this lease. Except hereinabove set out, the
premises may not be sublet, in whole or in part, and Lessee shall not assign this
agreement without prior written consent of Lessor, nor permit any transfer by operation
of law of Lessee's interest created hereby, other than by merger or consolidation.
26. Other Use - Lessee shall not use or permit the use of the demised premises
or any part thereof for any purpose or use other than an authorized by this agreement.
27. Liens - Lessee shall cause to be removed any and all liens of any nature
arising out of or because of any construction performed by Lessee or any of its
contractors or subcontractors upon the demised premises or arising out of or because
of the performance of any work or labor upon or the furnishing of any materials for use
at said premises, by or at the direction of Lessee.
17
28. 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 direction or other interference by any municipal, State,
Federal or other governmental department, board, or commission having jurisdiction,
or other causes beyond Lessee's control.
29. Paraoraph Headinos - Paragraph headings herein are intended only to
assist in reading identification and are not in limitation 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:
For Lessor: Monroe County Board of County Commissioners
P. O. Box 1680
Key West, Florida 33040
For Lessee: Enterprise Leasing Company
2150 N. State Road 7
Lauderdale Lakes, FL 33313
or to such other address as the party being given such notice shall from time to time
designate to the other by notice given in accordance herewith.
18
31. The County hereby agrees not to enter into any automobile rental
concession agreement with any person, partnership, or corporation other than the
Concessionaire unless the same shall be upon terms no more favorable than those
herein granted to the Concessionaire, and shall require automobile rental services
substantially equivalent to those available from automobile rental concessionaires
upon airports of comparable size throughout the United States. Nothing herein
contained shall limited the County from making such reasonable distinctions between
the automobile rental concessionaires with respect to the assignment or allocation of
rental counter space and parking areas as may appear to it to be justified by the
differing operational requirements of the respective rental car concessionaires by
reason of the differing amounts of Airport automobile rental business done by each of
the respective concessionaires.
IN WITNESS WHEREOF, the parties have caused these presents to be executed by
their respective officer or representative thereunto duly authorized, the day and year
first above written.
(SEAL)
ATTEST: DANNY L. KOLHAGE, CLERK
MONROE COUNTY BOARD OF COUNTY
COMMISSIONERS
By bdJt;c:!--rJ
De uty CI
By ~L'(~~:P~f~f?~
Mayor/~rman
ENTERPRISE LEASING COMPANY
~~e~M8ft8ger
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Insurance
Exhibit D
i\pril 22. 1'},)l
I. I'Mn.int;
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MONROE COUNTY, FLOIUDA
INSURANCE GUIDE
. TO
CONTRACT ADMINISTRATION
General Insurance Requirements
for
Airpol1/ Aircraft Activities
.~ ..
Prior to the commencement of work governed by this contract (including the pre-staging of
personnel and material), the Vendor shall obtnin, nt his/her own expense. insurance as specified in
"the attached schedules, which are made part of this contract. 111e 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 pre-
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 entire term of this contract IIId
any extensions specified in any attached schedulcs. Failure to comply with this provision may
result in the immediate suspension orall activities conducted by the Vendor and itaConlractors
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
chan8~ or reduction in coverage unless a minimum of thirty (30) days prior notification is given
to the County by the insurer. -
- - '.' . -0
The acceptance and/or approval of the Vendor's insurance shall not be construed as relieving the
Vendor from any liability or obligation assumed under this contract or imposed by law.
The Monroe County Board of County Commissioners, its employees and officials will be included "-.
as "Additional Insured" on all policies, exccpt for Workers' Compensation.
Any deviations from these General I nsurance Requirements mllst be requested, in writing on the
County prepared form entitled "U.cquest for Wniver of Insurance Ilccluircments" and approved
by Monroe County Risk Management.
-'
Adminilllr.li,'c InsUuL1ion
114709.1
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April 22. I 'J')-'
III 1'ri,Ute
r
GENERAL LIi\BIJ.,)TY
.INSURANCE REQUlltEMENTS
FOlt
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CONTRACT
o EnVEEN
MONROE COUNTY, FLORIDA
AND
,.
Prior to the commencement of work governed by this contract, the Contractor shall obtain
General Uability Insurance. Coverage shall be maintained throughout the life of the contract and
indud~ as a minimum:
. Premises Operations
. Products and Completed Operations
· Blanket Contractual Liability
· Personal Injury Liability
· Expanded Definition ofP~perty Damage
The minimum limits acceptable sbai1 be:
$1,000,000 Combined Single Limit (CSL)
Ifsplit limits are provided, the minimum limits acceptable shall be:
S 500.000 per Person
S 1,000,000 per Occurrence
S 100,000 Property Damage
An Occurrence Fonn policy is preferred. If coverage is provided on a Claims Made policy. its
provisions should include coverage for claims filed on or after the effective date of this contract.
In addition, the period for which claims may be reported should extend for a minimum oftweJve
(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
poJicie., issued to satisfy the above requirements.
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"4109.1
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. VEIIICLE LIABILITY
.INSURANCE REQUlltEMENTS
FOR
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CONTRACf
IJEnVEEN
MONROE COUNTY. FLORII)A
AND
Recogni7jng that the work governed by this contract requires the use of vehicles, the Contmctor,
prior to the commencement of work, shan obtain Vehicle Liability Insurance. Coverage shaJl be
maintained throughout the life of the contract and include, as a minimum, liability coverage for:
· Owned. Non-Owned. and Hired .Vehicles
The minimum limits acceptable shall be:
$1,000.000 Combined Single Limit (CSL)
Ifsplit limits are provided, the minimum limits accePtable shall be:
$ 500,000 per Person
$1,000.000 per Occurrence
$ 100,000 Property Damage
The Monroe County Board of County Commissioners shall be named as Additional Insured on all.
policies issued to satisfy the above requirements. .
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^"ministratiyc 1r1NlnK.1ine
U470?1
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77
I.. l'rinlit'ft
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WORKERS' COMPENSATION
INSURANCE IlEQUIREMENTS
FOR
.
"
CONTRACT
BElWEEN
MONROE COUNTY, FLORIDA
AND
,
Prior to the commenccment 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, tbe Contractor shall obtain Employers' Liability Insurance with limits of not less than:
SI.OOO.ooO BodiJyInjury by Accident
SI.ooO.ooo Bodily Injury by Disease. policy limits
S 1,000,000 Bodily Injury by Disease, each employee
Coverage shall be maintained tbroughout the entire term of the contract.
Coverage shall be provided by a company or compaiues authorized to transact business in the
state of Florida and the company or companies must maintain.a minimum rating of A-VI, as
assigned by the A.M. Best Company. .
.fthe Contractor has been approved by the Florida's Department of Labor. as an autJlorized self-
insurer. the County shall recognize and honor the Contractors status. TIle Contractor may be
required to submit a Letter of Authorization issued by the Department of Labor and a Certifac:ate
of Insurance, providing details on the Contractor's Excess Insurance Program.
If the Contractor participates in a self-insurance fund, a Certificate of Insurance will be required.
In addition, the Contractor may be required to submit updated financial statements from the fund
upon request from the County.
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Mministrativc Ill'Itrudion
N4709.\
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LUMMU~II TY ~tKV J CES
FAX NQ 30~0q24417
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MONROE COUNTY.FLOR~;Ji~
RcqUCllt For Waivl:r
of
Insurance Rcquin:rn.cntl
Il is requested that the insuranc::c rcquircmc~ :IS specified in the CountYs Schedule of Insuranc::c
Requirements. be walved or modified on lhc following contract.
<;OnU'aCtor.
E? terpr~se LeasiI1ll~p-ar:Y. a Fl nr; n?l rnrror~t'ion
ConLmc:1. for:
Address of Conlraaor: 2 {sorf.. . State Road 7
....
Laud erd~l e .~I!:a]{e i:f(.:',FL' 33313
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(954) 486-1234
Scope oCWork:
fire and extended coverage insurance on
fixed'improvements. Paragrabh 1S (a).
Rco1son for Waiver:
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.less~:'e~ :'i:s\;.selff,nsured for suchi terns.
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Dale
Signalure of Coll~Or.
~5k Managemenl
County Adminislnllor Appc;ll: ,
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ApprO\'Cd:
Not Appro...a1;
Meeting Dale:
WAIVER