01/18/2023 Agreement GVS COURTq°
o: A Kevin Madok, CPA
-
�o ........ � Clerk of the Circuit Court& Comptroller Monroe County, Florida
�z cooN
DATE: February 13, 2023
TO: Beth Leto, Airports
Business Manager, KWIA
FROM: Liz Yongue, Deputy Clerk
SUBJECT: January 18, 2023 BOCC Meeting
The following item has been executed and added to the record:
I4 Five (5)year On-Airport Rental Car Concession Agreement with Avis Budget
Car Rental, LLC at the Key West International Airport.
Should you have any questions please feel free to contact me at(305) 292-3550.
cc: County Attorney
Finance
File
KEY WEST MARATHON PLANTATION KEY
500 Whitehead Street 3117 Overseas Highway 88770 Overseas Highway
Key West, Florida 33040 Marathon, Florida 33050 Plantation Key, Florida 33070
ON-AIRPORT RENTAL CAR CONCESSION AGREEMENT
AVIS BUDGET CAR RENTAL,LLC.
MONROE COUNTY
THIS AGREEMENT, hereinafter "Agreement" is made and entered into this 18th day
of January , 2023,by and between MONROE COUNTY, a political subdivision of the State
of Florida,whose address is 1100 Simonton Street, Key West, Florida 33040, hereinafter "County"
or "Lessor" and Avis Budget Car Rental, LLC, a limited liability company organized under the laws
of the State of Delaware, whose address is World Headquarters, 6 Sylvan Way, Parsippany, New
Jersey 07054,hereinafter "Concessionaire".
WHEREAS, County desires to grant to Concessionaire a non-exclusive right to operate an
automobile rental concession at and from Key West International Airport at Key West, Florida
hereinafter "Airport"; and
WHEREAS, Lessor and Concessionaire desire, in connection with said operations, to
provide for the leasing by .Lessor to Concessionaire of certain space in and around the Airline
Terminal at the Airport for the establishment of a Rental Car Concession to accommodate the
Concessionaire's customers and provide space for the temporary placement of rental ready vehicles
and for other purposes in connection with said operations, all as hereinafter more 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 Concessionaire for its use rental car counter space and
office H104 located in the passenger arrivals area at the Airport, containing 320 square feet, said
space being designated "Rental Car Counter," as shown on Exhibit A, attached hereto and made a
part hereof; and 65 rental car ready spaces in the parking lot in the area designated on Exhibit B as
".Rental Car Ready Area".
(a) Ready/Return Space Reallocation - At the end of every second Agreement Year,
Concessionaire may request the Lessor to reallocate the Ready/Return Spaces if the Market Share of
Concessionaire or any other Concessionaire has changed by more than five percentage points (5%)
compared to its Market Share for the previous Agreement Year. Should the Lessor determine, in its
sole discretion,to reallocate the Ready/Return Spaces it will do so in accordance with the following
formula: (i) the total number of Ready/Return Spaces available for all Concessionaires, multiplied
by(ii)Concessionaire's Market Share for the previous Agreement Year,rounded down to the nearest
whole number.In the event Lessor approves such reallocation,each Concessionaire shall pay its own
costs and expenses associated with such reallocation. Market Share shall mean the percentage of
Concessionaire's Gross Revenues during any Agreement Year, as reported by Concessionaire to the
Lessor, as compared to the total Gross Revenues of all Concessionaires for that same period.
2. Term — The term of this Agreement is five (5) years commencing January 1, 2023 and
expiring on the earlier to occur of date of beneficial occupancy of a future consolidated rental car
facility or December 31, 2027.
3. Rental and Fees - Concessionaire, for and during the term hereof shall pay to Lessor for the
use and occupancy of the Premises and for the rights and privileges herein granted it at the following
scheduled rates and fees:
(a) Counter/Office Rental - Counter/Office space shall be paid at the rate of$63.02 per
square foot per year($20,166.40 for Year 1), plus sales tax,which includes rental car counter space
#104 as shown on Exhibit A, the area immediately outside of rental car counter space #104,
and the adjoining office space. On the anniversary date of this Agreement this.rate will be adjusted.
annually by a percentage equal to the percentage increase in the CPI-U for urban consumers for the
preceding calendar year ending in:December. In the event of a deflationary CPI,no adjustment in the
rental rates will be made.
Rent shall be paid in equal monthly installments,all of which shall be due and payable on or
before the first day of each calendar month during which this Agreement is in effect.Upon the failure
of Concessionaire to pay rent or concession fees when due,the County will be entitled to charge and
collect, and Concessionaire will be obligated to pay, a late fee equal to the Federal Reserve Bank of
New York prime rate in effect on the date of delinquency plus four percent(FRBNY primer 4%) or
twelve percent(12%)per annum,whichever is greater. The acceptance by the County.ofthe overdue
rental or fee installment plus applicable late fees shall cure what would otherwise constitute a default
by Concessionaire under the terms of this Agreement.The County, at its option,however,may refuse
a proffered overdue rental or fee installment and late fees, declare a default, and proceed according
to Article 21 of this Agreement. In the event that any check, draft, or negotiable instrument by which
Concessionaire has tendered any rent or fee payment is returned to the County and not honored,
whether for insufficient funds or other reason, the County will be entitled to charge and collect, in
addition to any applicable late payment fees as provided above,a fee of Twenty-five Dollars($25.00)
if the check was under $50.00, if the check was $50.00 but under $300.00 the fee is Thirty Dollars
($30.00) and for checks $300.00 and greater the fee is Forty Dollars ($40.00) OR 5% of the check
amount whichever is.GREATER. Such penalty fee shall also be in addition to the amount of rent or
fee due. The acceptance by the County of the rental or fee payment plus any applicable late fee and
penalties following the receipt of a dishonored instrument shall cure what would otherwise constitute
a default under the terms of this lease. The County, at its option, however, may refuse any proffered
rental or fee installment and applicable late fees and penalties, .declare a default, and proceed
according to Article 21 of this Agreement.
(b) Rental Car Ready/Return Spaces-65 spaces at a rate of$12.00 per space per day plus
sales tax.
(c) Percentage Fee - 10% of Concessionaire's Gross Revenues.
(d) Concession Fee - The Minimum Annual Guarantee (MAG)for the period January
1, 2023 through December 31, 2023 shall be $1,277,082.00. For each successive Agreement
year, the MAG shall be eighty-five percent (85%) of the amount of the Percentage Fee due the
Airport for the previous January 1 st through December 31 st period, but in no case less than the
MAG for the first Agreement year. The Concessionaire agrees to pay monthly, on or before the
twentieth (20th)day of each calendar month, ten (10) percent of gross revenues for the previous
month or one twelfth (1/12) the MAG, whichever is greater. In the event the County determines
that the total amount paid during a calendar year (January 1 - December 31) period under this
method. exceeds the Percentage Fee or the MAG, whichever is greater, for that calendar year
period, an adjustment will be made to the monthly concession amount due at the first available
opportunity following said determination of the subsequent calendar year period.
(e) Abatement of Minimum Annual Guarantee - If 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 (601A) of the number of such deplaning passengers
in the same period for calendar year 2018. the MAG shall be abated for the period of time such
condition continues to exist. During said period of time, Concessionaire shall continue to pay to the
County the Percentage Fee as hereinbefore defined.
(f) Customer Facility Charges - Upon written notice from the County that the Monroe
County Board of County Commissioners has authorized the implementation of Customer Facility
Charge at the Airport to pay for future proposed improvements, renovations, upgrades and/or
modifications to rental car facilities at the Airport, Concessionaire shall be obligated to collect said
charge as of the effective date of the notice. Upon said effective date, Concessionaire shall collect a
daily Customer Facility Charge on all vehicle rental transactions with Airport Customers and shall
continue to collect and remit said charge until such time as Concessionaire receives written notice
form the County to discontinue collection. The Customer Facility Charge shall be identified on a
separate line below the sales tax line on the customer's rental contract,in the amount established from
time to time by County and shall be described as the "Customer Facility Charge" or"CFC." CFC fees
shall be excluded from the definition of gross revenues. Concessionaire must collect the Customer
Facility:Charge at the time the first payment is made for a qualifying vehicle rental transaction and.
must remit the full amount of the Customer Facility Charge to County regardless of whether or not
the full amount of such Customer Facility Charge is actually collected by Concessionaire from the
person who rented the vehicle. If Concessionaire fails to collect the Customer Facility Charge from
its customers in the amount established for collection by County, Concessionaire shall nonetheless
be liable to County for payment of the Customer Facility Charge proceeds that should have been
collected. If Concessionaire fails to remit any Customer Facility Charge proceeds to County,
Concessionaire also shall be liable to County for payment of the Customer Facility Charge proceeds
that should have been remitted. Concessionaire further acknowledges and agrees that County shall be
entitled to the specific enforcement of the provisions of this Article 3(f) and waives any defense it
may have to a lawsuit brought by County or any other party in interest for Concessionaire's specific
performance of its obligations hereunder.
Concessionaire agrees that (i) Customer Facility Charge proceeds are not income,
revenue, or any other asset of Concessionaire; (ii) Concessionaire has no ownership or property
interest in such Customer Facility Charge proceeds;and(iii)Concessionaire hereby waives any claim
to a possessory or ownership interest in Customer Facility Charge proceeds. Concessionaire agrees
that it holds such Customer Facility Charge proceeds in trust for the benefit of County, and that
County (or a trustee on its behalf) has complete possessory and ownership rights to such. Customer
Facility Charge proceeds. Consistent with the nature of the Customer Facility Charge proceeds as
funds held in trust for County, Concessionaire shall separately account, on its books and records,for
the Customer Facility Charge proceeds collected by it. Notwithstanding the foregoing, in the event
that either (a) it is determined that Concessionaire must, as a matter of law, establish a separate
account into which all Customer Facility Charge proceeds must be deposited, or(b) it is determined,
by a court of competent jurisdiction, that the failure to maintain the Customer Facility Charge
proceeds in a separate account imperils the trust nature of the relationship created by this Article 3(f)
and potentially subjects any Customer Facility Cbarge proceeds held by Concessionaire to a claim
(or potential claim) by Concessionaire's creditors, whether in bankruptcy or otherwise, then, in that
event,County shall have the right to require Concessionaire to establish a separate account into which
all collected Customer Facility Charge proceeds shall be deposited and all interest (if any) on the
Customer Facility Charge proceeds held by Concessionaire shall inure to the benefit of, and be
payable to, County.
Concessionaire shall remit the Customer Facility Charge proceeds held by
Concessionaire to County on a monthly in arrears basis on or before the first day of each calendar
month following the month.in which the Customer Facility Charge proceeds were collected;provided,
however,in the event it is determined that Concessionaire must,as a matter of law,remit the Customer
Facility Charge proceeds more frequently,Concessionaire shall remit such funds with such frequency
as required, but Concessionaire shall not otherwise be required to report or reconcile the amounts
remitted other than on a monthly in arrears basis on or before the first day of each month.
Concessionaire shall remit the Customer Facility Charge proceeds by electronic funds transfer or
other means specifically approved by County in writing. When remitting such Customer Facility
Charge proceeds, Concessionaire shall report and reconcile the Customer Facility Charge proceeds
remitted by it on a form approved by County and shall submit such other and further information as
may reasonably be necessary for County to determine any matter related to the Customer Facility
Charge proceeds.
Concessionaire shall. maintain records and controls that are sufficient to demonstrate
the correctness of the Customer Facility Charge proceeds collected by Concessionaire and the amount
of Customer Facility Charge proceeds paid to County. Such records shall be maintained in accordance
with, and subject to inspection and audit as set.forth in,Article 5 of this Agreement.
(g) Security Options. To provide security for rents, charges and payments required.
hereunder, Concessionaire will comply with either of the following two options and maintain such
security in effect during the term of this Agreement:
(i) Concessionaire will post with the County a separate Concession Bond to be
maintained throughout the term of this Agreement in an amount equal to twenty-five percent (25%)
of Concessionaire's first Agreement year MAG payable to the County, which shall equal
$319,270.50. Such bond will be issued by a surety company acceptable to County and.authorized to
do business in the State of Florida, and will be in a form and content satisfactory to County.
OR
(ii) Concessionaire will deliver to County a separate irrevocable letter of credit
drawn in favor of County upon a bank satisfactory to County and which is authorized to do business
in the State of Florida. Said irrevocable letter of credit will be in an amount equal to twenty five
percent (25%) of Concessionaire's first Agreement year MAG payable to County hereunder for a
period of three(3) months which.shall.equal $31.9,270.50.
(h) Satisfactory Performance. Any release of liability of the surety bond or irrevocable
letter of credit required pursuant to Article 3. (g) above will be conditioned on the satisfactory
performance of all terms, conditions, and covenants contained herein throughout the entire term of
this Agreement and continue one year thereafter. Notwithstanding the above, these security
requirements will at all times be current. Upon termination of this Agreement,the release of liability
of the surety bond or Irrevocable Letter of Credit will not occur until the County has successfully
conducted an audit in accordance with Article 5 hereof and Concessionaire has paid Authority all
amounts due and owing in full.
4. Definition of Gross Revenues - As used herein, the term "Gross Revenues" shall mean the
total.amount.actually charged by Concessionaire for or in connection with the use of a vehicle and
any additional services or accessories contracted for, delivered, rented to, or picked up by airport
customers, as shown on the vehicle rental contract, regardless of where,how(cash, credit,or barter)
or by whom the payment is made or where the vehicle is returned. Unless revenues are expressly and
particularly excluded from "Gross Revenue" under this Agreement, such revenues shall be included
in Gross Revenue. Revenues derived from sources similar but not identical to those described herein
shall also be included in Gross Revenue unless expressly excluded by this Agreement.
Gross Revenue will mean all revenues paid or due to Concessionaire arising out of or in
connection with its operations at the Airport, including but not limited to:
a) All time and mileage revenues.
b) All revenues from the sale of liability damage waiver, collision damage waiver,
personal accident insurance, or any waiver or other insurance product.
c) All revenue relating to furnishing and/or replacing fuel provided by
Concessionaire at the commencement or conclusion of the rental transaction.
d) Any Concession Recovery Fee (as defined in this Article 4).
e) Daily and weekly service fees for toll transponders or similar license plate recognition
services.
f) Cellular phones and global positioning navigation systems (GPS).
g) Child restraints.
h) Drop charges.
i) Additional driver fees.
j) Underage or overage driver fees.
k) Guaranteed reservation fees.
1) Third party vehicle comps for promotional services rendered as a travel promoter,
agent,or otherwise.
m) Loss of Use payments by Airport Customers or insurance companies(actual payment
amount(s)-not claim amounts(s)) received by Concessionaire in lieu of rent for damage to vehicles,
Concessionaire's property, or for loss, conversion, or abandonment of vehicles.
n) Vehicle sharing and/or valet services.
o) All other revenues paid or due to Concessionaire arising out of or in connection with
its operations at the Airport unless expressly excluded by this Agreement.
Gross Revenues will not include:
a) Amounts of any Federal, State,or municipal taxes and surcharges separately stated on
the vehicle rental contract and collected from Airport customers, and which are payable directly to
the taxing authority by Concessionaire. No exclusion shall be allowed for taxes levied on
Concessionaire's activities, facilities, equipment, or real or personal property, payroll taxes, income
taxes, taxes on frequent flyer miles paid directly to the airline, license or tag fees, or other charges
which recoup operating costs.
b) CFCs.
c) Amounts for credits, refunds, or adjustments to Airport customers for transactions
made at the Airport at the time of,or prior to,the close-out of the rental transaction and shown on the
Vehicle Rental Contract(without mark-up or additional fees).Includes customer satisfaction program
adjustments applicable to revenues included in Gross Revenue which are subsequently refunded by
Concessionaire and recorded and reported in a separately documented account from non-excludable
adjustments. Concessionaire forfeits exclusion of all customer satisfaction program adjustments in
the event otherwise allowable adjustments are commingled with any non-excludable amounts.Non-
excludable adjustments are those which affect amounts already excludable from Gross Revenue
(example: taxes) since this would result in a duplicate deduction from Gross Revenue.
d) Any discounts separately stated on the vehicle rental contract which are granted at the
time the .rental transaction commences and are recorded and reported in separately documented
accounts from non-excludable discounts. Concessionaire forfeits exclusion of all discounts in the
event otherwise allowable discounts are commingled with any non-excludable amoimts.No exclusion
shall be allowed for any amount retained by a third party as a financing discount which may apply by
reason of Concessionaire's acceptance of credit cards or other credit arrangements.No exclusion shall
be allowed for the portion of retroactive rebates, dividends or refunds to any Airport customer upon
attainment of a specified volume of rentals attributable to revenue or as part of any other marketing
plan which does not list the discount on the vehicle rental contract at the commencement of the rental
transaction.
e) Sums received by reason of Concessionaire's disposal of capital assets and/or trade
fixtures.
f) Sums received by Concessionaire from its Airport customers, including all associated
administrative charges, for traffic tickets, parking tickets, towing charges, impound fees,.and other
similar governmental fines and charges actually paid by Concessionaire on behalf of such Airport
customers (without mark-up or additional fees).
g) Sums received by Concessionaire for pass-through charges collected by
Concessionaire from its Airport customers with respect to damage repair, parts replacement,
extraordinary cleaning of vehicles, towing and transporting of damaged vehicles rented by such
Airport customers, and replacement of keys for such vehicles (without mark-up or additional fees).
This exclusion does not.include any payments by Airport customers or insurance companies (actual
payment amount(s) — not claim amount(s)) received by Concessionaire in lieu of rent for those
vehicles("Loss of Use"payments).
h) Retroactive adjustment by Concessionaire of Gross Revenue designated as volume
discounts or rebates,corporate discounts or rebates,or any other designation of any nature,or for any
purpose.
It is understood and agreed that all losses or chargebacks (including bad debt expenses)
are to be borne solely by Concessionaire, and County is to be paid on Gross Revenue without
charge or reduction for costs of losses. As indicated above, Loss of Use payments by Airport
customers or insurance companies(actual payment amount(s)-not claim amount(s))received by
Concessionaire in lieu of rental fees and charges for those vehicles are considered Gross
Revenue.
Concessionaire shall .not intentionally divert, through direct or indirect means, any of
Concessionaire's rental car or related business with Airport customers to off-airport locations of
Concessionaire or affiliates of Concessionaire without including the Gross Revenue of such
transactions, in Concessionaire's reported Gross Revenue. Any such intentional diversion of
Gross Revenue shall constitute a Default under this Agreement and County shall have the right
to immediately terminate this Agreement upon determination by County or its auditors that an
intentional diversion exists or has occurred.
Concessionaire shall not modify its accounting treatment or.rename or redefine services
or products which under the terms of this Agreement would be subject to the Percentage Fee
unless approved in writing by the County.
Concession Recovery Fee. County will allow Concessionaire to charge its customers a
proportionate share of the concession fee paid by Concessionaire to County based on a
percentage (not to exceed 11.11%) of all items leased or sold to the customer that fall within the
definition of items composing "Gross Revenue" as defined in Article 4, so long as
Concessionaire meets all of the following conditions.
(a) Fee shall be titled "Concession Recovery Fee."
(b) Fee shall not be included,associated with,or implied as a tax on the customer.invoice.
(c) Fee shall not be identified, implied, or referred to as a tax or any County imposed
charge by anyone employed by or associated with Concessionaire, including counter personnel
and reservation agents.
S. Accounting 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. Concessionaire 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. Concessionaire 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 the Monroe County Clerk of Courts or other authorized
representative, shall have the right to inspect and audit the Concessionaire's books of accounts and
other records directly generated at the 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 Agreement terminated.The Concessionaire 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 days' notice must be given of intent to audit by the County to allow
Concessionaire's controller sufficient time to schedule said presence.
b. Investment by the Concessionaire - 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.
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 carpeting, that is affixed to floors; sanitary
disposal Iines and sinks, commodes, and garbage disposal units; all heating, air treatment or
ventilating distribution systems. including pipes, ducts, vent hoods, 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 Ieasehold improvements above shall be the personal property of the
Concessionaire.
7. Concessionaire Improvements - Concessionaire 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 Concessionaire and may be removed
by Concessionaire prior to or within a reasonable time after expiration of the term of this Agreement;
provided, however, that Concessionaire shall repair any damage to the premises caused by such
removal. The failure to remove trade fixtures or other personal property shall not constitute
Concessionaire a hold-over, but. all such property not removed within ten (10) days after
Concessionaire receives a written demand for such removal shall be deemed abandoned and
thereupon shall be the sole property of the Lessor.
8. Damage and Ini - Concessionaire covenants that it and all of its agents, servants,
employees, and independent Concessionaires 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 to/or 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.
9. Other Development of Ai art - 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.
10. Terminal Area Planning - Concessionaire acknowledges that Monroe County has Master
Plans including terminal area revisions. Concessionaire 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.
11. Concessionaire's Obligations - Concessionaire 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 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 kept, reasonable wear and tear and damage by casualty,
not caused by Concessionaire'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 Concessionaire 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 tenn of this agreement;
and
f) to control the conduct, manner and appearance of its officers, agents, and
employees, and,in the event of 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.
g) to staff and operate its Concession seven (7) days per week commencing not less
than thirty(30)minutes prior to the first scheduled departing flight and ending not less than thirty
(30) minutes after the last scheduled arriving flight, except as otherwise approved in writing by
the Senior Director of Airports.
12. Countys Inspection and Maintenance — The County and its authorized officers, employees,
agents, Concessionaires, sub-Concessionaires, 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 Concessionaire 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
Concessionaire, 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,
Concessionaire 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.
13. IndemnificatioD/Hold Harmless - Notwithstanding any minimum insurance requirements
prescribed elsewhere in this agreement, Concessionaire shall defend, indemnify and hold the County
and the County's elected and appointed officers and employees harmless from and against (i) any
claims, actions or causes of action, (ii) any litigation, administrative proceedings, appellate
proceedings,or other proceedings relating to any type of injury(including death),loss,damage,tine,
penalty or business intermption, and (iii) any costs or expenses (including, without.limitation, costs
of remediation and costs of additional security measures that the Federal Aviation Administration,
the Transportation Security Administration or any other governmental agency requires by reason of,
or in connection with a violation of any federal law or regulation, attorney's fees and costs, court.
costs, .fines and penalties)that may be asserted against, initiated with respect to, or sustained by, any
indemnified party by reason of, or in connection with, (A) any activity of Concessionaire or any of
its employees, agents, Concessionaires or other invitees during the terra of this Agreement, (B) the
negligence or willful misconduct of Concessionaire or any of its employees, agents, Concessionaires
or other invitees,or(C)Concessionaire's default in respect of any of the obligations that it undertakes
under the terms of this Agreement,except to the extent the claims,actions,causes of action,litigation,
proceedings, costs or expenses arise from the .intentional or sole negligent acts or omissions of the
County or any of its employees, agents, Concessionaires or invitees (other than Concessionaire).
Insofar as the claims, actions, causes of action, litigation, proceedings, costs, or expenses relate to
events or circumstances that occur during the term of this Agreement, this Article will survive the
expiration of the term of this lease or any earlier termination of this Agreement.
14. General Insurance Requirements -Prior to the commencement of work governed by this
Agreement, the Concessionaire shall obtain, at his/her own. expense, insurance as specified
below. The Concessionaire will ensure that the insurance obtained will extend protection to all
Concessionaires engaged by the Concessionaire.
The Concessionaire will not be permitted to commence work governed by this Agreement
(including pre-staging of personnel and material) until satisfactory evidence of the required
insurance has been furnished to the County as. specified below.
The Concessionaire shall maintain the required insurance throughout the entire term. of
this Agreement 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
Concessionaire and its Concessionaires until the required insurance has been reinstated or
replaced.
The Concessionaire shall provide, to the County, as satisfactory evidence of the required
insurance, either a Certificate of Insurance or a certified copy of the actual insurance policy. The
County, at its sole option, has the right to request a certified copy of any or all insurance policies
required by this Agreement.
All insurance policies must specify that they are not subject to cancellation, non- renewal,
material change, or reduction in coverage unless a minimum of thirty (30) days prior notification is
given to the County by the insurer.The acceptance and/or approval of the Concessionaire's insurance
shall not be construed as relieving the Concessionaire from any liability or obligation assumed under
this Agreement or imposed by law.
The Monroe County Board of County Commissioners, its employees and officials will be
included as "Additional Insure(f"on all policies, except for Workers' Compensation.
Any deviations from these General Insurance Requirements must be requested in
writing on the County prepared form entitled "Request for Waiver of Insurance Requirements"
and approved by Monroe County Risk Management.
a) General Liability Insurance-Coverage shall be maintained throughout the
life of this Agreement and include,as a minimum:Premises Operations,Products and Completed
Operations,Blanket Contractual Liability, Personal Injury Liability and Expanded Definition of
Property Damage.
The minimum limits acceptable shall be:
$1,000,000 Combined Single Limit (CSL).
If split limits are provided, the minimum limits acceptable shall be:
$500,000 per Person,
$1,000,000 per Occurrence,
$100,000 Property Damage.
An Occurrence Form policy is preferred. If coverage is provided on a Claims
Made policy, its provisions should include coverage for claims fled on or after the effective date
of this Agreement. In addition,the period for which claims may be reported should extend for a
minimum of twelve (12) months following the acceptance of work by the County.
b) Workers' Compensation - Prior to the commencement of work governed
by this Agreement, the Concessionaire shall obtain Workers' Compensation Insurance with
limits sufficient to respond to the applicable state statutes. In addition, the Concessionaire shall
obtain Employers' Liability Insurance with limits of not less than:
$1,000,000 Bodily Injury by Accident,
$1,000,000 Bodily Injury by Disease,policy limits, and
$1,000,000 Bodily Injury by Disease, each employee.
Coverage shall be maintained throughout the entire term of this Agreement and
shall be provided by a company or companies authorized to transact business in the state of
Florida.
If the Concessionaire has been approved by the Florida's Department of Labor, as
an authorized self-insurer, the County shall recognize and honor the Concessionaire's status.
The Concessionaire may be required to submit a Letter of Authorization issued by the
Department of Labor and a Certificate of Insurance, providing details on the Concessionaire's
Excess Insurance Program.
If the Concessionaire participates in a self-insurance fiend, a Certificate of
insurance will be .required. In addition, the Concessionaire may be required to submit updated
financial statements from the fund upon request from the County.
c) Vehicle Liability - Recognizing that the work governed by this Agreement
requires the use of vehicles,the Concessionaire,prior to the commencement of work, shall obtain
Vehicle Liability Insurance. Coverage shall be maintained throughout the life of this Agreement.
and include, as a minimum, liability coverage for: Owned,Non-Owned, and Hired Vehicles.
The minimum limits acceptable shall be:
$1,000,000 Combined Single Limit (CSL).
If split limits are provided, the minimum limits acceptable shall be:
$ 500,000 per Person,
$1,000,000 per Occurrence,
$100,000 Property Damage.
d) Any deviations from these General Insurance Requirements must be requested
inwriting on the County prepared form entitled "Request for Waiver of Insurance Requirements" and
be approved by Monroe County Risk Management.
e) Concessionaire shall carry fire and extended coverage insurance,if obtainable,
on all fixed improvements erected by Concessionaire 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 Concessionaire's original cost of constructing
said fixed improvements.
15. Non-Discrimination- Concessionaire and County agree that there will be no discrimination
against any person, and it is expressly understood that upon.a determination by a court of competent
jurisdiction that discrimination has occurred, this Agreement automatically terminates without any
firther action on the part of any party, effective the date of the court order. Concessionaire and
County agree to comply with all Federal and Florida statutes, and all local ordinances, as applicable,
relating to nondiscrimination. These include but are not limited to: 1) Title VII of the Civil Rights
Act of 1964 (PL 88-352) which prohibits discrimination in employment on the basis of race, color,
religion, sex, and national origin;2)Title IX of the Education Amendment of 1972, as amended (20
USC ss. 1681-1683, and 1685-1686), which prohibits discrimination on the basis of sex; 3) Section
504 of the Rehabilitation Act of 1973, as amended (20 USC s. 794), which prohibits discrimination
on the basis of handicaps; 4) The Age Discrimination Act of 1975, as amended (42 USC ss. 6101-
6107).which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and Treatment
Act of 1972 (PL 92-255), as amended, relating to nondiscrimination on the basis of drug abuse; 6)
The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act
of 1970 (PL 91-616), as amended, relating to nondiscrimination on the basis of alcohol abuse or
alcoholism; 7) The Public Health Service Act of 1912, ss. 523 and 527 (42 USG ss. 690dd-3 and
290ee- 3), as amended, relating to confidentiality of alcohol and drug abuse patient records; 8) Title
VIII of the Civil Rights Act of 1968 (42 USC s.3601 et seq.), as amended, relating to
nondiscrimination in the sale,rental or financing of housing; 9)The Americans with Disabilities Act
of 1990(42 USC s. 12101 Note),as may be amended.from time to time,relating to nondiscrimination
on the basis of disability; 10) Monroe County Code, Chapter 14, Article II, which prohibits
discrimination on the basis of race, color, sex, religion, disability, national origin, ancestry, sexual
orientation, gender identity or expression, familial status or age; 11) Any other nondiscrimination
provisions in any Federal or state statutes which may apply to the parties hereto,or the subject matter
of,this Agreement.
16. Rules and Regulations - Concessionaire agrees to observe and obey, during the term of this
Agreement, all laws, ordinances, rules and regulations, as the same may be amended from time to
time,promulgated and enforced by the County and by any other proper authority having jurisdiction
over the conduct of the operations at the Airport.
17.Furnishing of Service - The Concessionaire 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 herein 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 the accomplishment of such purposes.
18. United States' Requirements - This Agreement 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 Concessionaire 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.
19.Right to Amend - In the event that the Federal Aviation Administration or its successor
requires modifications or changes in this Agreement, or otherwise, Concessionaire agrees to consent
to such amendments, revisions, supplements, or deletions of any of the terms, conditions, or
requirements of this Agreement, as may be reasonably required.
20. CouM's Covenants-The County covenants and agrees that:
a) County is the lawful owner of the property demised hereby, that it has lawful
possession thereof, and has good and lawful authority to execute this Agreement; and
b) throughout the term hereof Concessionaire 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 County
a) If cancellation is required to accommodate future Airport growth, or cancellation is
required due to F.A.A. requirements. County shall provide Concessionaire 90 days' notice. The
County, at County expense, shall relocate Concessionaire to an alternate site in accordance with the
Key West.International Florida Airport ALP. If an alternate site at the Airport is not available, the
County will purchase the Concessionaire's leasehold at fair market appraisal value.
b) If any of the following events occur, the Concessionaire shall be deemed to be in
default of its obligations under the. agreement, in which case Monroe County shall give the
Concessionaire notice in writing to cure such default within thirty (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.
(i) if Concessionaire shall make a general assignment for the benefit of creditors,
or file a voluntary petition in bankruptcy or a petition or answer seeking its reorganization or the
readjustment of its indebtedness under the Federal Bankruptcy Laws or any other similar law or
statute of the United States or any state, or government, or consent to the appointment of a receiver,
trustee or liquidator of all or substantially all of the property of Concessionaire;
(ii) if any order or decree of a court of competent jurisdiction,Concessionaire 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;
(iii) 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 Concessionaire 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 Concessionaire diligently and in good faith contests
the same,any notice of cancellation shall be and will become null, void and of no effect;
(iv) if Concessionaire 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 Concessionaire of written demand from Lessor to do so;
(v) if Concessionaire 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 Concessionaire 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 fol lowing receipt by Concessionaire
of written demand from Lessor to do so, then, if Concessionaire shall have failed to commence the
remedying of such default within thirty (30) days following such written notice, or having so
commenced, shall fail thereafter to continue with diligence the curing thereof;
(vi) if the Concessionaire shall desert or abandon the premises for seven (7)
consecutive calendar days;
(vii) if the concession or the estate of the Concessionaire hereunder shall be
transferred, subleased, or assigned in any manner except in the manner as herein permitted;
(viii) if the Concessionaire 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 Concessionaire does not waive his right to protest such tax, assessment,
rent,rate or charge); or
(ix) if the Concessionaire 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 Concessionaire has given theCounty.immediate notice,the
concession may be canceled within thirty (30) days of the giving of notice by the County and the
Concessionaire shall not be permitted to cure such default.
22. Additional Remedies - In the event of a breach or a threatened breach by Concessionaire 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 Concessionaire after the cancellation or
termination hereof shall reinstate,continue, or extend the term, or affect any notice previously given
to Concessionaire, or operate as a waiver of the right of the County to enforce the payment of rentals
and other charges then due or thereafter falling due,or operate as a waiver of the right of the County
to recover possession of the premises by suit or otherwise. It is agreed that,after the service 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
Concessionaire'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. Concessionaire shall pay any reasonable attorneys.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 Concessionaire - Concessionaire 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 Concessionaire 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 Concessionaire and which is necessary
for Concessionaire'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 Concessionaire 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.
Concessionaire sbal I 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 Concessionaire to conduct its business at the Airport in substantially
the same mamier 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 Concessionaire 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
Concessionaire, 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 Concessionaire 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 Concessionaire
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 Concessionaire;
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
Concessionaire's normal business operations or substantial diminution of Concessionaire's gross
revenue from its automobile rental concession at the Airport, continuing for a period in excess of
fifteen(15)days.;
#) in the event that at any time prior to or during the term of this Agreement,
Concessionaire's presently existing right to operate an automobile rental concession at the Airport is
withdrawn, canceled,terminated,or not renewed by County;
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 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.
24. Concessionaire's Reserved Ri"hts-Nothing contained in this Agreement shall limit or restrict
in any way such]awful rights as Concessionaire 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 Concessionaire's use and
enjoyment of the demised premises for the purposes hereinabove set forth; and Lessor hereby agrees
to cooperate with Concessionaire in maintenance of any just claim of said nature,and to refrain from
hindering; opposing, or obstructing the maintenance thereby by Concessionaire.
25. Assignment and Subletting The premises may not be sublet, in whole or in part, and
Concessionaire shall not.assign this agreement without prior written consent of Lessor, nor pen-nit
any transfer by operation of law of Concessionaire's interest created hereby, other than by merger or
consolidation.
26. Other Use - Concessionaire 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 - Concessionaire shall cause to be removed any and all liens of any nature arising out
of or because of any construction performed.by Concessionaire or any of its Concessionaires or sub-
Concessionaires 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 Concessionaire.
28. Time - In computing Concessionaire's time within which to commence construction of any
fixed improvements or to cure any default as required by this Agreement,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 Concessionaire's control.
29. Paragraph Headings - 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 a nationally recognized express mail
service, or by registered mail, with proper postage and registration fees prepaid, addressed to the
party for whom intended, at the following addresses: Avis Budget Car Rental,LLC
Attn: Properties Dept.
For Lessor: Concessionaire: 6 Sylvan Way
Parsippany,NJ 07054
County Administrator And
1100 Simonton St. Avis Budget Car Rental,LLC
Key West,FL 33040 Attn: David Stark, Real Estate Counsel
And 1855 Griffin Road, Suite A-470,4th
Senior.Director of Airports Floor Dania, Florida 33004
3491 S. Roosevelt Blvd. And
Key West, FL. 33040 Avis Budget Car Rental,LLC
And Attn: Scot Goldstein
Monroe County Attorney's Office Legal Administrative Coordinator
1111 12"' St, Suite 408 1855 Griffin Road, Suite A-470,4th
Key West, FL. 33040
Floor Dania, Florida 33004
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.
31. Severability - 1f any term, covenant, condition or provision of this Agreement (or the
application thereof to any circumstance or person) shall be declared invalid or unenforceable to any
extent by a court of competent jurisdiction,the remaining terms,covenants,conditions and provisions
of this Agreement, shall not be affected thereby; and each remaining term, covenant, condition and
provision of this Agreement shall be valid and shall be enforceable to the fullest extent permitted by
law unless the enforcement of the remaining terns, covenants, conditions and provisions of this
Agreement would prevent the accomplishment of the original intent of this Agreement. The Lessor
and Concessionaire 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.
32. Binding, Effect - The terms, covenants, conditions, and provisions of this Agreement shall
bind and inure to the benefit of the County and Concessionaire and their respective legal
representatives, successors,and assigns
33. Authority - Each party represents and warrants to the other that the execution, delivery and
performance of this Agreement have been duly authorized by all necessary County and corporate
action,as required by law.
34.Adiudication of Disputes or Disagreements - County and Concessionaire agree that all
disputes and disagreements shall be attempted to be resolved by meet and confer sessions between
representatives of each of the.parties..If no resolution can be agreed upon within 30 days after the
first meet and confer session, the issue or issues shall be discussed at a public meeting of the Board
of County Commissioners.If the issue or issues are still not resolved to the satisfaction of the parties,
then any party shall have the right to seek such relief or remedy as may be provided by this Agreement
or by Florida law.
35. Cooperation - In the event any administrative or legal proceeding is instituted against either
party relating to the formation, execution, performance, or breach of this Agreement, County and
Concessionaire agree to participate, to the extent required by the other party, in all proceedings,
hearings, processes, meetings, and other activities related to the substance of this Agreement or
provision of the services under this Agreement. County and Concessionaire specifically agree that
no party to this Agreement shall be required to enter into any arbitration proceedings related to this
Agreement.
36. Code of Ethics-County agrees that officers and employees of the County recognize and will
be required.to comply with the standards of conduct for public officers and employees as delineated
in Section 112.313, Florida Statutes, regarding, but not limited to, solicitation or acceptance of gifts;
doing business with one's agency;unauthorized compensation;misuse of public position, conflicting
employment or contractual relationship; and disclosure or use of certain information.
37. No Solicitation/PUment - The County and Concessionaire warrant that, in respect to itself,
it has neither employed nor retained any company or person,otherthan a bona fide employee working
solely for it,to solicit or secure this Agreement and that it has not paid or agreed to pay any person,
company,corporation, individual,or firm, other than a bona fide employee working solely for it, any
fee,commission,percentage,gift,or other consideration contingent upon or resulting from the award
or making of this Agreement.For the breach or violation of the provision,the Concessionaire agrees
that the County shall have the right to terminate this Agreement without liability and,at its discretion,
to offset from monies owed, or otherwise recover, the full amount of such fee, commission,
percentage,gift, or consideration.
38. Public Records Compliance - Concessionaire must comply with Florida public records law,
including but not limited to Chapter 119, Florida Statutes and Section 24 of Article 1 of the
Constitution of Florida.The County and Concessionaire shall allow and permit reasonable access to,
and inspection of, all documents, records, papers, letters or other "public record" materials in its
possession or under its control subject to the provisions of Chapter 119, Florida Statutes, and make
or received by the County and Concessionaire in conjunction with the Agreement and related
Agreement performance. The County shall have the right to unilaterally cancel this Agreement upon
violation of this provision.by Concessionaire. Failure of the Concessionaire to abide by the terms of
this provision shall be deemed a material breach of this.Agreement and the County may enforce the
terms of this provision in the form of a court proceeding and shall, as a prevailing party, be entitled
to reimbursement of all attorney's fees and costs associated with that proceeding.This provision shall
survive any termination or expiration of this Agreement.
Concessionaire is encouraged to consult with its advisors about Florida Public Records Law
in order to comply with this provision.
Pursuant to F.S. 119.0701 and the terms and conditions of this Agreement,the Concessionaire
is required to:
a) Keep and maintain public records that would be required by the County to perform
the service.
b) Upon receipt from the County's custodian of records, provide the County with a copy
of the requested records or allow the records to be inspected or copied within a reasonable time at a
cost that does not .exceed the cost provided in this subsection or as otherwise provided by law.
c) Ensure that public records that are exempt or confidential and exempt from public
record disclosure requirements are not disclosed except as authorized by law for the duration of the
Agreement term and following completion of the Agreement if the Concessionaire does not transfer
the records to the County.
d) Upon completion of the Agreement, transfer at no cost, to the County all public
records in possession of the Concessionaire or keep and maintain public records that would be
required by the County to perform the service. If the Concessionaire transfer all public records to the
County upon completion of this Agreement, the Concessionaire shall destroy any duplicate public
records that are exempt or confidential and exempt from public records disclosure requirements. If
the Concessionaire keeps and maintain public records upon completion of the Agreement, the
Concessionaire shall meet all applicable requirement for retaining public records.All records stored
electronically must be provided to the County upon requires from the County's custodian of records,
in a format that is compatible with the information technology systems of the County.
c) A request to inspector copy public records relating to a County contact must be made
directly to the County, but if the County does not possess the requested records, the County shall
immediately notify the Concessionaire of the request, and the Concessionaire must provide the
records to the County or allow the records to be inspected or copied within a reasonable time.
If the Concessionaire does not comply with the County's request for records,the County shall
enforce the public records contract provisions in accordance with the contract, notwithstanding the
County's option and right to unilaterally cancel this contract upon violation of this provision by the
Concessionaire. A Concessionaire who fails to provide the public records to the County or pursuant
to a valid public records request within a reasonable time may be subject to penalties under Section
119.10,Florida Statutes.
Concessionaire shall not transfer custody, release, alter, destroy, or otherwise dispose of any
public records unless or otherwise provided in this provision or as otherwise provided by law.
IF THE CONCESSIONAIRE HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE
CONCESSIONAIRE'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO
THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS,
BRIAN BRADLEY AT(305) 292-3470, BRADLEY-BRIAN@MONROECOUNTY-
FL.GOV,MONROE COUNTY ATTORNEY'S OFFICE, 1111 1.2th STREET, SUITE
408, KEY WEST, FL 33040
39.Non-Waiver of immunity -Notwithstanding the provisions of Sec. 768.28, Florida Statutes,
the participation of the County and the Concessionaire in this Agreement and the acquisition of any
commercial liability insurance coverage, self-insurance coverage, or local government liability
insurance pool coverage shall not be deemed a waiver of immunity to the extent of liability coverage,
nor shall any contract entered into by the County be required to contain any provision for waiver.
40. Privileges and Immunities -AlI of the privileges and immunities from liability, exemptions
from laws,ordinances,and rules and pensions and relief,disability,workers'compensation,and other
benefits which apply to the activity of officers, agents,. or employees of any public agents or
employees of the County, when performing their respective functions under this Agreement within
the territorial limits of the County shall apply to the same degree and extent to the performance of
such functions and duties of such officers, agents, volunteers, or employees outside the territorial
limits of the County.
41. Legal Obligations and Responsibilities - Non-Delegation of Constitutional or Statutory
Duties. This Agreement is not intended to, nor shall it be construed as, relieving any participating
entity from any obligation or responsibility imposed upon the entity by law except to the extent of
actual and timely performance thereof by any participating entity, in which case the performance
may be offered in satisfaction of the obligation or responsibility. Further, this Agreement is not
intended to, nor shall it be construed as, authorizing the delegation of the constitutional or statutory
duties of the County,except to the extent permitted by the Florida constitution,state statute,and case
law.
42.Non-Reliance by Non-Parties-No person or entity shall be entitled to rely upon the terms, or
any of them, of this Agreement to enforce or attempt to enforce any third-party claim or entitlement
to or benefit of any service or program contemplated hereunder, and the County and the
Concessionaire agree that neither the County nor the Concessionaire or any agent, officer, or
employee of either shall have the authority to inform, counsel, or otherwise indicate that any
particular individual or group of individuals, entity or entities, have entitlements or benefits under
this Agreement separate and apart, inferior to,or superior to the community in general or for the
purposes contemplated in this Agreement.
41 No Personal Liability -No covenant or agreement contained herein shall be deemed to be a
covenant or agreement of any member, officer, agent or employee of Monroe County in his or her
individual capacity, and no member, officer, agent or employee of Monroe County shall be liable
personally on this Agreement or be subject to any personal liability or accountability by reason of
the execution of this Agreement.
44.Execution in Counterparts-This Agreement may be executed in any number of counterparts,
each of which shall be regarded as an original, all of which taken together shall constitute one and
the same instrument and any of the parties hereto may execute this Agreement by singing any such
counterpart.
45. Mutual Review-This Agreement has been carefully reviewed by the Concessionaire and the.
County. Therefore, this Agreement is not to be construed against either party on the basis of
authorship.
46. Comity's Reserved Rights-Notwithstanding anything herein contained that may be,or appear
to be, to the contrary, it is expressly understood and agreed that the rights granted under this
Agreement are nonexclusive and the Lessor herein reserves the right to grant similar privileges to
another Concessionaire or other Concessionaires on other parts of the Airport. Provided however,
that during the term of this.Agreement,Lessor agrees not to offer terms to other on-airport rental car
concessionaires on terms more favorable than those contained in this Agreement. If Lessor enters
into an agreement with another on-airport rental car concessionaire on terms more favorable than
those contained herein, the more favorable terms shall be offered to Concessionaire and at
Concessionaire's election this Agreement shall he modified to reflect the more favorable terms as
contained in such other agreement.
47.Airport Security
a) General. The federal Transportation Security Administration is the federal agency
primarily responsible for overseeing the security measures utilized by the airport owner pursuant to
the relevant provisions of Chapter 49, United States Code, and regulations adopted under the
authority of the Code, including but not limited to 49 CFR 1540,et seq. Violations of the statutes or
regulations may result in severe civil monetary penalties being assessed against the airport operator.
It is.the intent of the airport operator that the burdens and consequences of any security violations
imposed upon the airport operator as a result of actions by an airport tenant or the airport tenant's
employees, agents, invitees, or licensees shall be borne by the airport tenant.
b) Airport Tenant Defined. An airport tenant means any person, entity, organization,
partnership, corporation, or other legal association that has an agreement with the airport operator to
conduct business on airport property. The term also includes an airport tenant as defined in 49 CFR
1540.5.Each signatory to this Agreement; other than the airport operator, is an airport tenant.
c) Airport Operator Defined.As used in this.Agreement,airport operator means Monroe
County, Florida, its elected and appointed officers, and its employees.
d) Airport Property Defined. Airport property shall mean the property owned or leased
by,or being lawfully used by,the airport operator for civil aviation and airport-related purposes. For
purposes of this Agreement, airport property is the property generally referred to as the Key West
International Airport as may be set forth in this Agreement.
e) Inspection Authority. The airport tenant agrees to allow Transportation Security
Administration (TSA) authorized personnel, at any time or any place, to make inspections or tests,
including copying records,to determine compliance of the airport operator or airport tenant with the
applicable security requirements of Chapter 49, United States Code, and 49 CFR 1540, et seq.
f) Airport Security Program. The airport tenant agrees to become familiar, to the extent
permitted by the airport operator, with the Airport Security Program promulgated by the airport
operator and approved by TSA, and also agrees to conform its operations and business activities to
the requirements of the Airport Security Program.
g) Tenant Security Program. If permitted under TSA regulations, the airport tenant may
voluntarily undertake to maintain an Airport Tenant Security Program as referred to in 49 CFR
1542.113. If the airport tenant voluntarily promulgates an Airport Tenant Security Program that is
approved by TSA, such program, as may be amended and approved from time to time, shall be
automatically incorporated into this Agreement.
h) Breach of Agreement. Should TSA determine that the airport tenant or one or more
of the airport tenant's employees, agents, invitees, or licensees has committed an act or omitted to act
as required, and such act or omission is a violation which results in TSA imposing a civil penalty
against the airport operator in accordance with TSA's Enforcement Sanction.Guidance Policy., such
determination and imposition of a civil penalty by TSA shall be considered a significant breach of
this Agreement.
(1). Minimum Violation. If the violation is the first or second violation attributed
to the airport tenant and is a civil penalty "minimum violation" as provided for in TSNs
Enforcement Sanction Guidance Policy, the airport tenant may cure the breach by paying to the
airport operator the total costs incurred by the airport operator, including any fines or penalties
imposed, in investigating, defending, mitigating, compromising, or taking of remedial measures
as may be agreed to by TSA, to include but not be limited to reasonable attorney's fees and costs
incurred in.the investigation, defense, compromising, mitigation, or talcing of remedial action
measures. If the violation is a third violation, or there are multiple violations in excess of two
violations, that is or are a civil penalty "minimum violation", the airport tenant shall pay to the
airport operator the total costs incurred by the airport operator, including any fines or penalties
imposed, in investigating, defending, compromising, mitigating, or taking of remedial measures
as may be agreed to by TSA, to include but not be limited to reasonable attorney's fees and costs
incurred in the investigation, defense, compromising, mitigation, or taking of remedial action
measures; and, further, the airport operator shall have the right to unilaterally cancel this
Agreement, such cancellation to be effective thirty calendar days after receipt by the airport
tenant of written notice of cancellation of this Agreement by the airport operator.
(2). Moderate Violation. If the violation is the first or second violation attributed
to the airport tenant and is a civil penalty "moderate violation" as provided for in TSA's
Enforcement Sanction Guidance Policy, the airport tenant may cure the breach by paying to the
airport operator the total costs incurred by the airport operator, including any fines or penalties
imposed, in investigating, defending, compromising, mitigating, or taking of remedial measures
as may be agreed to by TSA, to include but not be limited to reasonable attorney's fees and costs
incurred in the investigation, defense, compromising, mitigation, or taking of remedial action
measures; and, further, the airport tenant may cause all of airport tenant's employees involved
in the airport tenant's business operations on the airport property to undergo such security
training as may be required by the airport operator. The total cost of the training shall be paid
for by the airport tenant. If the violation is a third violation, or there are.multiple violations in
excess of two violations, that is or are a civil penalty "moderate violation", the airport tenant
shall pay to the airport operator the total costs incurred by the airport operator, including any
fines or penalties imposed, in investigating, defending, compromising, mitigating, or taking of
remedial measures as .may be agreed to by TSA, to include but not be limited to reasonable
attorney's fees and costs incurred in the investigation, defense, compromising, mitigation, or
taking of remedial action measures; and, further, the airport operator shall have the right to
unilaterally cancel this Agreement, such cancellation to be effective thirty calendar days after
receipt by the airport tenant of written notice of cancellation. of this Agreement by the airport
operator.
(3) Maximum Violation. If the violation is the first violation attributed to the airport
tenant and is a civil penalty "maximum violation" as provided for in TSA's Enforcement Sanction
Guidance Policy, the airport tenant may cure the breach by paying to the airport operator the total
costs incurred by the airport operator, including any fines and penalties imposed, in investigating,
defending, compromising, mitigating, or taking of remedial measures as may be agreed to by TSA,
to include but not be limited to reasonable attorney's fees and costs incurred in the investigation,
defense, compromising, mitigation, or taking of remedial action measures; and, further, the airport
tenant may cause all of airport tenant's employees involved in the airport tenant's business operations
on the airport property to undergo such security training as may be required by the airport operator.
The total cost of the training shall be paid for by the airport tenant. If the violation is a second
violation, or there are multiple violations, that is or are a civil penalty "maximum violation", the
airport tenant shall pay to the airport operator the total costs incurred by the airport operator,including
any fines or penalties imposed, in investigating, defending, compromising, mitigating, or taking of
remedial measures as may be agreed to by TSA,to include but not be limited to reasonable attorney's
fees and costs incurred in the investigation,defense,compromising,mitigation,or taking of remedial
action measures; and, further, the airport operator shall have the right to unilaterally cancel this
Agreement,such cancellation to be effective thirty calendar days after receipt by the airport tenant of
written notice of cancellation of this Agreement by the airport operator.
(4)Mitigation of Breach. TSA has a policy of forgoing civil penalty actions when the
airport operator detects violations, promptly discloses the violations to TSA, and takes prompt
corrective action to ensure that the same or similar violations do not recur. This policy is known as
the TSA Voluntary Disclosure Program Policy, and is designed to encourage compliance with TSA
regulations, foster secure practices, and encourage the development of internal evaluation programs.
The airport tenant agrees that upon detecting a violation the airport tenant will immediately report it
to the airport operator. Should the TSA ultimately determine that the violation was committed by the
airport tenant,or an employee,agent,invitee,or licensee of the airport tenant,but the violation should
result in the issuance of a letter of correction in lieu of a civil penalty, then the airport tenant shall
reimburse the airport operator the total costs incurred by the airport operator in investigating,
defending,mitigating, or taking of remedial measures as may be agreed to by TSA,to include but not
be limited to reasonable attorney's fees and costs incurred in the investigation, defense, mitigation, or
taking of remedial action measures. A violation resulting in the issuance of a letter of correction shall
not be considered to be a breach of this Agreement by the airport tenant. Survival of Sub-Section.
This sub-section 47. (h) shall survive the cancellation or termination of this Agreement and shall be
in full force and effect.
4$. Incorporation.of RFP-The Request for Proposals for Non-Exclusive On-Airport Rental Car
Concessions at Key West International Airport issued July 2022 including all issued Addenda are
hereby incorporated into and made a part of this Agreement.
49. Final Understanding - This Lease Agreement is the parties' final mutual understanding. It
replaces any earlier agreements or understandings, whether written or oral. This Lease Agreement
cannot be modified or replaced except by another written and signed agreement.
„ - „, IN WITNESS WHEREOF, each party has caused this Lease Agreement to be executed by a 4*.:;vy� d �ithorized representative.
fi' ' -ram
I,v,€T, ,a *.ATI
arBOARD OF COt NTY.COMMISSIONERS
u, 4 cE� F. Kevin Madok, Clerk OF MONRO -UNTY,FL RIDA
Iti
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�AP , ���B�y:,�r¢ fyJ1214yvio�,r By Mayor/Chairman
r.
AT EST: 40111,
AVIS B A RENT LLC
-e_fa,(/
BY: / i'iitill i ' By
Title: �-a 't riir-_____..---- �t& Title: V a 'I Lefi'V-1-----
NROE COUNTY ATTORNEY
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PEO-OJ. ,
ASS1 , '•UNTY ATTORNEY
Date 12/30/22
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SWORN STATEMENT UNDER ORDINANCE NO. 010-1990
MONROE COUNTY, FLORIDA
ETHICS CLAUSE
AVIS BUDGET CAR RENTAI..., I-1 C,
(Company)
"—warrants that he/it has not employed, retained or otherwise had act on his/her behalf any former
County officer or employee in violation of Section 2 of Ordinance No. 010-1990 or any County officer or
employee in violation of Section 3 of Ordinance No. 010-1990. For breach or violation of this provision
the County may, in its discretion, terminate this Agreement without liability and may also, in its discretion,
deduct from the Agreement or purchase price, or otherwise recover, the full amount of any fee,
commission, percentage, gift, or consideration paid to the former County officer or employee."
(Signature)
Date:
STATE OF: NEW JERSEY
MORRIS
COUNTY OF.
Subscribed and sworn to(or affirmed)before me, by means of X physical presence or 0 online
notarization, on (date)
by Anne Morrison (name of affiant). He/She is personally known to me
or has produced Driver's License --Tdentifi ro
cation),,�s identification.
(jyp6 6f
-7 N 0" P UIL'IJ�
,Y C
M�-Gomrfii ion Expires:
RMDONNA A.SHABINAVI
NOTARY PUBLIC OF NEW JERSEY
COMM.#2307648
MY COMM IS 5 ION EXPI RES 11/2 5/2023
53
NON-COLLUSION AFFIDAVIT
Anne Morrison of the city of Pairsippar , New Jersey according to is on my oath,
and under penalty of perjury, depose and say that
a. I am Vice President of the firm of
8 YJ 5S B J Q G EL4,'A R, RE N the biddler making the Proposal
for the project described in the Request for Proposals for tk,)n-Exclusivin grid-, lrpod Rent,,M Car C>xicesskos
At Key West 4iterna9ional Airport, WIFDEV Caurify, FL 10-19-202L_and that I executed the said proposal
with full authority to do so;
b. the prices In this bid have been arrived at Independently without collusion, consultation„
communication or agreement for the purpose of restricting competition,as,to any matter
relating to such prices with any other bidder or with any ccirnpetltor;
C. unless otherwise required by law,the prices which have been quoted in this bid have not
been knowingly disclosed by the bidder and will not knowingly be disclosed by the bidder
prior to bid opening,directly or indirectly, to any other bidder or to any competitor; and
d., no attempt has been made or will be made:by the bidder to Induce any other person,
partnership or corporation to submit, or not to submit, a,bid for the purpose of restricting
competition;
e, the statements contained in this affidavit are true and correct, and made with fUili
knowledge that Monroe County relies upon the truth of the statements contained in this
affidavit in awarding contracts for said project.
(Signature)'—'
STATE OF: NEW JERSEY
COUNTY OF: MORRIS
Subscribed and sworn to(or affir ed)before me, by means of M, physical presence or 11 online
notarization,on: c " na"g," q (date)
by, Arrjrie Morrison (name of affl Re/Sh is pe sona known toowor as
7ertse (t peof ritificatio as
Identification.
............
NCB R PtrNA3t_itw
I -My con�"!§] ir'T xpi S:
DONNA A.SHASINAW
1AXE W. N()yARy pU I faLi OF NEW JERSEY
COMm.#23076,48
PUSIL& 2023
MYCOMmISSION EXPIRES W2SJ
54
DRUG—FREE WORKPLACE FORM
The undersigned vendor in accordance with Florida Statute 287,087 hereby certifies that,
AVIS BUDGET CAR RENTAL LLC
(Name of Business)
1, Publish a statement notifying employees that the unlawful manufacture, distribution, dispensing,
possession, or use of a controlled substance is prohibited In the workplace and specifying the
actions that will be taken against employees for violations of such prohibition.
2. Inform employees about the dangers of drug abuse in the workplace, the business' policy of
maintaining a drug-free workplace, any available drug counseling, rehabilitation, and employee
assistance programs, and the penalties that may be imposed upon employees for drug abuse
violations.
. Five each employee engaged in providing the commodities or contractual services that are tinder,
bid a.copy of the statement specified In subsection (1).
4, In the statement specified in -subsection (1), notify the employees that, as a condition of working
on the commodities or contractual services that are under bid, the employee will abide by the
terms of the statement and will notify the ornpl'oyer of any conviction of, or plea, of guilty or nolo
contenders to, any violation of Chapter 893 (Florida Statutes) or of any controlled substance law
of the Ignited :Mates or any state;•', for a violation occurring in the workplace no later than five ( )
days after such conviction,
, impose a sanction on, or require the satisfactory participation in a drug abuse assistance or
rehabilitation program if such is available in the employer's community, or any employee who is,
so convicted.
d, Make a good faith effort to continue to maintain a drug-free workplace through implementation of
this section.
s the person authorized to sign the statement, l certify that this firm complies fully with the above
requirements.
( ignet.uie,
Cate. � .�_/41_011 12 ......
TAT OF: NEW JEl"tSE`r""
COUNTY OR MORRK.
Subscribed and sworn to(or affir i 1)before me, by means of E) physl al resence or 0 online
notarization,on t� ,..
by Anno l orrg tgi _ (name of a pt)., d h personally knows o me or
has produced
p ca on.
tau°iva�r i� l_gr,,�,r��,r� o- M tion s ide
m,e a 7 "a
lC
cQnam n Expires-.DONNA A.SHABINAW
NOTARY PUBLIC OF NEW JERSEY
� w y COMMISSION EXPIRES111/251202
lilt
55
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 riot submit a bid on a contract to provide any goods or services to a public entity, may
not submit a bid on a contract with a public entity for the construction or repair of a public building or
public work, may not submit bids on leases of real property to public entity, may not be awarded or
perform work as a CONTRACTOR,supplier, Subcontractor, or CONTRACTOR under a contract with any
public entity, andl may not transact business with, any public entity in excess of the threshold amount
provided in Section 287.017, for CATEGORY TWO for a period of 36 months from the date of being
placed on,the convicted vendor list."
I have read the above and state that neither Avis Buckjet Car RerOgd,1.11-C (Respondent's name) nor any
Affiliate ties been placed on the convicted'!vendor—list within the last 36—months,
Date:
NEW JERSEY
STATE OF:
COUNTY OF: MORRIS
Subscribed and sworn to (or affirmed) before me, by means of 10 physical presence or El online
notarisation,on (date)
by Lrwr e MorHson ame of affla ). Ft _6 personally known to me or
has produced Drivei's License enti at! as,id tificaflon.
(type i o
y PU LC
Poly&;mlalisldii Expires: ( I- PJ11Z
DONNA A,SHABINAP
NOTA,,y pU,,LC 01 NEVV I
COMM.#2307648
My COMMISSM EVIAB I I MV2023
56
VENDOR CERTIFICATION REGARDING SCRUTINIZE[)COMPANIES LISTS
Project Description(s): Wn-Exdus'dve OnAjE2Lt rvr r! Cm-("oncessior6_M (�-- West lntemahonaB Airport,MOM00 COWIty,FL 1140-22
Respondent Vendor Name:.- Avis Budget Car RentW, L-1-
Vendor FEIN: 22-1 3475"741
..............................................— —
Vendor's Authorized Representative Name and Title: Anne Morrison
........................................................
Address: 6 Sylvan Way
City:--F`ar,3ir.,q)any State: m New Jersey Zip: 07054
Phone Nurnber: 973-4-9E3-59'1 0
Email Address ruts..r,rtorrisr,.)ri(d,yavusb�etzorn
Section 287,135, Florida Statutes prohibits a company thorn bidding oil,SUbmitting a proposal for,or entering into or
renewing a contract for goods or services of-,my arnOUnt if, fit the thne of contracting Or renewal, the company is oil
the Scrutinized Companies that Boycott Israel List, created JIM-SUant to Section 215.4725, Florida Statutes, or is
engaged in a Boycott of Israel. Section 287.135, Florida Statutes, also prohibits a company from bidding on,
submitting a proposal for, or entering into or renewing a contract for goods or services of$1,000,000 or more, that
are oil either the Scrutinized Companies with. Activities in Sudan List or the Scrutinized Companies with Activities
in the IranfletroleUnli Energy Sector Lists which were created purSUant to s. 215.473, Florida Statutes,Or is engaged
in business operations in Cuba or Syria.
As the person authorized to sign oil behalf of Respondent, I hereby certify that the company identified above in the
Section entitled "Respondent Vendor Name" is not listed oil the Scrutinized Companies that Boycott Israel List or
engaged in a boycott of Israel and for Projects of $1,000,000 or more is not listed on either the Scrutinized
Companies with Activities in Sudan List, the Scrutinized Companies with Activities ill the Iran Petroleum Energy
Sector List,or engaged in business operations in Cuba or Syria.
I Understand that pursuant to Section 287.135, Florida Statutes, the submission of a false certification may subject
company to civil penalties, attorney's fees, and/or costs. I further understand that any contract with the County nlay
be terminated,at the Option Of the COU11(y, if tlrle CornpaIrly is Found to have submitted a false certification or has been
placed on the Scrutinized Companies that Boycott Israel List or engaged in a boycott of Israel or placed on the
Scrutinized Companies with Activities in. Sudan List or the Scrutinized Companies with Activities in the Iran
Petroleum Energy Sector List or been engaged in bUSilleSS operations in Cuba or Syria.
Certified By: Anne Morrison,
........... who is authorized to sign on
PC,)- , I"
behalf of the above reference,, c' L5�1
Authorized Signature: pall
Print dame: Ann Morrism ......
Title: VI-Cf2_E !Jg,n t
Note: The List are available at the following Department of Management Services Site:
ill rida.conl/business qlLeE�g ')nsLs1 �qIEI�11� �ycndor information/convicted sLlsp ctg i
............ JL� �gqj_ --_5- :L d-s
nli 4tok..Y_.a.cL gintS veridor lists
57
DATE(MMIDDI YYYI
CERTIFICATE : o7i1312}22
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER., THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER.
IMPORTANT:If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed.If
SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on this l2
certificate does not confer rights to the certificate holder in lieu of such endorsem,ent($).
PRODUCER CONTACT �
N
Aon RilSk 5ef V1 CeS, Inc ofF10 Florida P AME.HONE FAX
1001 Brickell Hay Drive (AIC.No.Ext): (866) 283-7122 TArc No.L_(800) 363-01.05
suite 1100 F-MAIL�� ""
Miami FL 331,31 USA ADDRESS:
INSURER(S)AFFORDING COVERAGE NAIC Il
INSURED INSURERA: Continental Casualty Company 20443
Avis Budget Group, Inc,; Avis Budget. INSURER B: American Casualty Co. of Reading PA 20427
car Rental, LLC., its subsidiaries -
including Avis Rent A Car System, LLC, INSURERC The Continental Insurance Company 35289
Budget Rent A car System, Inc.and Budget:
Truck Rental, LLC. 6 Sylvan Way INSURERD: Transportation Insurance CO. 20494 .
Parsippanny NJ 070S4 USA INSURERE: ACE Property & Casualty insurance Co.. _. 20699��
._..�..®.........n..............._ ._w..__.
INSURER F:
COVERAGES CERTIFICATE NUMBER: 570094531170 REVISION NUMBER:
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED.NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT'WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Limits shown are as requested
TYPE OF INSURANCE A S BR POLICY NUMBER POLICYL EP POLICY EXP LIMITS
LTR INSO WVD MMIdDDfYYYY MMIDDYYYY
'1'r' X COMMERCIAL GENERAL LIABILITY - 1 E 11 ACHOI COIL J11 RRENCE $3,000,000
C)AWA.;_C O RENTED .._.�.... ..u�-
CLAIMS-MADE XM accuR $1 g0q,000
PREMISES Ea a�ccWrrcnna
X Garage Liability MED EXP(Any one person) Excl uderl
PERSONAL&ADV INJURY $3,q00,000
GENT AGGREGATE LIM':IT APPLIES PER GENERALAr4REGATE $25,000,000JEC
X POLICY [:]PROT LOG: PRODUCTS COMPlOPAGG $4,000,000
OTHER: c�
r�
A 7001700830 07 HUA 01 2.022 07 01L 2023 COMBINED SINGLE LIMIT
AUTOMOBILE LIABILITY f f f f $l,ggq,qq0
A BOA 2083558793 07/0112022 07101/2023 EaaccidentL-.._,._
X ANYAUI7O Self Insured BODILY INJURY(Pe,r person) 0
OWNED SCHEDULED BODILY'INJURY(Per ar_ciderr() 2AUTOS
AUTOS ONLY PROPERTY DAMAGE.� .��
HiREDAUTOs. NON OWNED �
ONLY AUTOS ONLY
X Garag.Kecpe,s Liiat
E x tpMBRELLALIAB X GccuR G28130168g07 07f01f2022 07/01/2023 EACH OCCURRENCE $4,g0q,000
EXCESS LIAR -. CLAIMS-MADE. AGGREGATE $4,g00,B00
LIEa RETENTIQN ----._......,__._...
B WORKERS COMPENSATION AND WC4014106301. 07101/2022 07/01/2023 X PER STATUTE OTH-
c EMPLOYERS'L4ASILITY YIN wc4014106346 07101.12022 07/01/2023 --- - R
ANY PROPRIETOR f PARTNER 1'EXECUTIVE E.L.EACH ACCIDENT $1.,o00,000
D OFFICEFUMEMBEREXCLUDED7 Y J NrA WC401410626S 07101.12 02 2 07/01/2023
(Mandatary in NH) E.L..DISEASE EA EMPLOYEE yW w$1,000,000
If yes,dlescribe Wnear
pE5CRIPTION OF OPERATIONS below E,.L.DISEASE-POLICY LIMIT $1,q00,0q0---
DESCRIPTION OF OPERATIONS I LOCATIONS d VEHICLES(ACORD 101„Additional Remarks Schedule,maybe attached if more space is required)
See Attached. RE.: KEY WEST INTERNATIONAL AIRPOR"I`,,. 3491 SOUTH ROOSEVELT BLVD., KEY WEST„ FL 33040.
MONROE COUN-O-Y IS ADDITIONAL INSURED TO THE. GENERAL LIABILITY & AUTO LIABILITY POLICIES WITH RESPEC'4- TO THEIR INTEREST IN THE ��..
WRITTEN! CONTRACT AGREEMENT.
SKMAWOrT
ly
CERTIFICATE HOLDER CANCELLATION �pslkA
SHOULD ANY OF IT 1Pg K* m . '
EXPIRATION DATE Th.......
POLICY PROVISIONS.
MONROE COUNTY BOCC AUTHORIZED REPRESENTATIVE
INSURANCE CERTIFICATE ENCLOSED
ATTN: RISK MANAGEMENT -.-.
1100 SIMENTON STREET "
KEY WEST FL 33040 USA
SIN
J1988-2015 ACORD CORPORATION.All rights reserved.
ACORD 2.5(2016103) The ACORD name and logo are registered marks of ACORD
AGENCY CUSTOMER ID: 570000090178
LOG#:
`4C
111% ADDITIONAL REMARKS SCHEDULE Page _ of _
AGENCY NAMED MURED
Aon Risk Services, Inc of Florida Avis Budget Group, Inc.; Avis Budget
POLICY NUMBER
See Certificate Number: 570094531170
CARRIER NAIL CODE
see Certificate Number: 570094531170 EFFECTIVE DATE:
ADDITIONAL REMARKS
THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM,
FORM NUMBER: ACORD 25 FORM TITLE: Certi3iCate Of Liability Insurance
THIS CERTIFICATE OF INSURANCE (COI) RELATES TO A POLICY (POLICIES) ISSUED TO THE INCLUDED INSURED AND IS
INTENDED TO DEMONSTRATE COVERAGE AS PROVIDED SOLELY TO THE INCLUDED INSURED AND IS FOR INFORMATIONAL
PURPOSES ONLY. THE CERTIFICATE HOLDER LISTED ON THIS COI MAY BE INCLUDED AS AN ADDITIONAL INSURED UNDER
SUCH POLICY (POLICIES) ONLY TO THE LIMIT THAT SUCH CERTIFICATE HOLDER'S INTEREST APPEARS ONLY IF SUCH
INCLUSION IS REQUIRED IN WRITING SPECIFICALLY AND EXPRESSLY STATING THAT SUCH CERTIFICATE HOLDER BE
INCLUDED AS AN ADDITIONAL INSURED UNDER SUCH POLICY (POLICIES). UMBRELLA COVERAGE MAY BE SUBJECT TO
DEDUCTIBLE AND/OR SELF INSURANCE.
ACORD 101(2608101) 02008 ACORD CORPORATION.All rights reserved.
The ACORD name and logo are registered marks otACORD
0 -7 A4C(:>RV DATE(MMMDNVYY�
EVIDENCE OF PROPERTY INSURANCE 07111/2022
THIS EVIDENCE OF PROPERTY INSURANCE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE
ADDITIONAL INTEREST NAMED BELOW. THIS EVIDENCE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE
COVERAGE AFFORDED BY THE POLICIES BELOW. THIS EVIDENCE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE
ISSUING INSUiRERIS),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE ADDITIONAL INTEREST.
un
AGENCY PHnNE (866) 283-7122' COMPANY
(NC NO Ext)
The Hartford steam Boiler' Inspection and
Aon Risk services, inc of Florida Ironshore Specialty insurance company
1001 Brickell Bay Drive
Suite 110,0
Miami FL 33131 USA
FAX (600) 363-0105 F MAIL 0
AX N.) ADDRES&,
A LUCY
_CUSTOMER ID 4
INSURED LOAN NUMBER POLICY NUMBER see Attached
Avis Budget Group, Inc. ; Avis Budget Addendum
car Rental, LLC, its subsidiaries ri a ri e s EFFECTIVE UA]E --FE-XNRMI11. CONTI NUEP L)INTRr
CONT
including Avis Rent A Car System, LLC, 07/01/2022 07/0 3 TERM"AFrC IF CHECKED
Budget Rent A Car System, Inc.and Budget
Truck Rental, LLC. 6 sylvan way Tres REPLACES PRIOR EVIDENCE DATER
0
S i 13 P a 0 0)� N3 OZO54 III
PROPERTY INFORMATION
LO CAT IONIDESCRIPTION
RE; KEY WEST INTERNATIONAL, AIRPORT, 3491 SOUTH ROOSEVELT BLVD. , KEY WEST FL 33041'0.
EVIDENCE OF COVERAGE WITH RESPECT TO THEIR INTEREST IN THE WRITTEN CONTRACT AGREEMENT
rw
U
THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO 'THE INSURED NAMED ABOVE FOR 'THE POLICY PERIOD INDICATED
NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS EVIDENCE OF
PROPERTY INSURANCE IMAM BE ISSUED OR MAY PERTAiN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE
TERMS EXCLUSIONS ANDSHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
COVERAGE INFORMATION PERILS INS'URED BASIC— BROAD SPECIAL X suibject to exclusions
COVERAGEWPERILSWORMS--- AMOUNIPF.INSURANCE DEDUCTIBLE -
commercial Property (See REMARKS for additional coverages) $ 1.0,000,000 $ 500,000
Coverage
Equipment Breakdown Includes Boiler & machinery $ 1,000,000 5,000
I
t r
By
D
Wm"
REMARKS IlIncludinq Special Conditions
Commercial Property includes Real & Personal Property & Improvements & Betterments & Business Interruption.
100% Replacement cost. CERTIFICATE HOLDER IS INCLUDED AS A MORTGAGEE OR LOSS PAYEE AND ADDITIONAL INSURED To
THE EXTENT REQUIRED BY WRITTEN CONTRACT, AS THEIR INTEREST MAY APPEAR.
zS
F1 I AT
SHOULD ANY OF THE ABOVE DESCRIBED,POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN
ACCORDANCE WITH THE POLICY PROVISIONS.
ADDITIONAL INTEREST
X ADDITIONAL.INSURED LENDERS LOSS PAYABLE LOSS PAYEE
NANTE AND ADDRESS IIII
MONROE COUNTY BOCC X MORTGAGEE
Attn'. Risk management LOAN 1i
INSURANCE CERTIFICATE ENCLOSED
1100 Simmonton street
Key West FL 30040 USA AUTHORIZED REPRESENTATIVE
ACORD 27 J2016/03) 1993-2015 ACORD CORPORATION. All rights reserved.
The ACORD name and logo are registered marks of ACORD
AGENCY CUSTOMER ID: 570000090178
L.00#:
ADDITIONAL REMARKS SCHEDULE Page _ of _
AGENCY NAMED NsURED
Ao.n Risk Services, Inc of Florida
avis audget Group; Inc.; Avis Budget
POLICY NUMBER
see Certificate Number: 570094514134
CARRIER NAIC CODE
see Certificate Number: 570094514134 EFFECTIVE DATE:
ADDITIONAL REMARKS
THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM,
FORM NUMBER: ACORD 27 FORM TITLE; Evidence of Property Insurance
Property Carrier Participation
All Policies Effective July 1, 2022 Expiration July 1, 2023
IRONSHORE SPECIALTY INS. CO. #100041270203
16.667% P/O $15M x 5M
LLOYDS UNDERWRITERS CNP/UNICORN #PTNAM2208779
9.5% P/O $15m x $5m
LLOYDS UNDERWRITERS QBE/KI #PTNAM2208785
15.33% P/o $15M x $5M
LLOYDS UNDERWRITERS WRB1967/MMX #210 PTNAM2208789
8.0033% P/O $15m XS $5m
STARR SURPLUS LINES INS. CO. #SLSTPTY116486222
5% P/0 $750K PO $15m X5 .$5M
14.375% PO 20M XS 20M
LLOYDS UNDERWRITERS AXIS #PTNAM2208776
2% P/O $15m XS $5m
LANDMARK AMERICAN INS. CO. #LHD925607
5% P/O $15M X $5M
LLOYDS UNDERWRITERS TAL/HIS #PTNAM2201464
10% P/O 15M X $5m
LLYD5 UNDERWRITERS CONVEX/1856 #PTNAM2208787
10% P/O $15m X $5M
CARNOPIUS #B72194BAA
2.5% P/O $15m XS $5M
Columbia Casualty company
Layer A: RM07016812395
10% P/O $15M XS $5M
Layer B: RMP7034854113
5% P/O $20m XS $20m
MITSUI SUMITOMO INS. CO. OF AMERICA #CIM4112530
25% P/O $20M XS $20M
Liberty Mutual Fire Ins. Co. #MQ2L9L510550052
25% P/O $24M xS $20M
LLOYDS UNDERWRITERS BEAZLEY/ACT #PTNAM22080780
3.125% P/0 $20m. xS $20m.
LLOYDS UNDERWRITERS LANCSHIRE/ACT #PTNAM2208777
6.25% P/O $20M XS $20M
LLOYDS UNDERWRITERS XLC/ACT #PTNAM2208792
9.375% P/O $20 XS $20M
LLOYDS UNDERWRITERS CHN/ACT #PTNAM2208793
9.375% P/O $20M XS $20M
ACORD 101(2008101) (D 2008 ACORD CORPORATION.All rights reserved.
The ACORD name and logo are registered marks of ACORD
AGENCY CUSTOMER ID: 570000090178
LOG#:
ADDITIONAL REMARKS SCHEDULE Page _ of _
AGENCY NAMEDINBURED
Aon Risk services, Inc of Florida
AVis Budget Grolf l], Inc.; AViS Budget
POLICY NUMBER
see certificate Number: 570094514134
CARRIER NAIC CODE
see Certificate Number: 570094514134 EFFECTIVE DATE:
ADDITIONAL REMARKS
THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM,
FORM NUMBER: ACORD 27 FORM TITLE: Evidence of Properly Insurance
Property Carrier Participation - .2
FOLLOWING 2 POLICIES ARE PLACED THROUGH AON BERMUDA
(Aon) Commercial Risk (u.$) is authorized to generate and distribute certificates in an
administrative capacity as evidence of -insurance on behalf of Aon Bermuda.
ALLIED WORLD ASSURANCE COMPANY (BERMUDA PLACEMENT) #P418324010
3.5% P/O 15M x 5m
OIL CASUALTY INSURANCE LTD (BERMUDA PLACEMENT) #P103964072200
2.5% P/0 $35m x $5m
EQUIPMENT BREAKDOWN - INCLUDES BOILER & MACHINERY
THE HARTFORD STEAM BOILER INSPECTION AND INSURANCE COMPANY #FBP6270371
ACORD 101(2008101) ®2008 ACORD CORPORATION.AEI rights reserved.
The ACORD name and logo are registered marks of ACORD
DocuSign Envelope ID:A91 B4EDA-3BF2-472E-83AA-E2F055AB9D49
Bond No. 107770750
C ncess .onaires Bond
1Ga*IOW AI.11V EN l3Y"f1IESE PRESENTS,that we, AViS BUDGET CAR RENTAL.,LLC ,as Principal,and
TRAVELERS CASUALTY AND SURETY ACIMPANY licensed to do business in the State of FL ,as Surety,.
are held and firmly bound unto MOT,0) CJUNT1 tyr
as Obligee,in the penal Sinn or Three Hundred Nineteen Thousand wo unfired Sovo 5t9d14�7��" 319,270.50 )
lawful money of the United States of America,for the payment of which sum,well and btruly to be made,the Principal
and Surety do hind themselves,their heirs,executors,administrators,and successors and assigns,jointly and
severally,firmly by these presents.
"li ff.,+C(?tvlINFION OF T111S OBLIGATION IS SUCH,that whereas the above bounden Principal has entered into a
certain written Concession Agreement with the above name Obligee,effective the 1st day of January ,2023
and terminating the 31st day of December 027 ,for a concession at
Key West International Airport
and more rally describes)in said Concession Agreement,a copy of which is attached,which Agreement is made a
part hereof and incorporated herein by reference,except that nothing said therein shall alter„enlarge,expand or
otherwise modify the term of the bond t.s set out below.
NOW,THEREFORE,if Principal,its executors,administrators,successors and assigns shall promptly and faithfully
perform the Concession Agreement,according to the terms,stipulations or conditions thereof,then this obligation
shall become null and void;otherwise to retrain in full force and effect.This board is executed by the Surety and
accepted by the Obligee subject to the following express conditions;
Notwithstanding the provisions of the Concession Agreement,the term of this bond shall apply from the 1st day
or January , 2023 until the 31 st day of December , 2023 and maybe extended by the Surety
by Continuation Certificate. This bond may be canceled by the Surety at any time provided notice is sent to the
Obligee by Certified Mail at least sixty(60)days prior to the effective date of such cancellation. However,neither
cancellation or nonrenewal by the Surety,not failure or inability of the Principal to file a replacement bond in the
event of cancellation or nonrenewal by the.Surety,shall itself constitute a loss to the Obligee recoverable under this
bond or any renewal or continuation thereof. The liability of the Surety under this band and all continuation
certificates issued in connection therewith shall not be cumulative and shall in no event exceed the amount as set
forth in this bond or in any additions,riders,or endorsements properly issued by the Surety as supplements thereto
Sealed with our hands and dated this 31st day of January ,2023
DocuSigned by: AVIS B c RVENTAL,LL
��,«ta Es�o6alc.s ��-
� � ._
(witnem) Maricela Escobales O eat MU 5 Vice President & Assistant Secretary
TRAVELERS CASUALTY AND SURETY COMPANY
F AM ERICA
Darkonya right (Attamey-tn t ect)
Agreed and acknowledged this day of
- (C3t}dig )
tlVitar )
DocuSign Envelope ID:A91 B4EDA-3BF2-472E-83AA-E2F055AB9D49
Travelers Casualty and Surety Company of America
Travelers Casualty and Surety Company
TRAVEL St. Pahl Fire and Marine Insurance Company
_ _
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That Travelers Casualty and. Surety Company of America, Travelers Casualty and Surety Company, and
St. Paul. Fire and Marine Insurance Company are corporations duly organized under the laws of the State of Connecticut (herein
of
collectively called the"Companies"),and that the Companies do hereby make„constitute and appoint Dartonya Wright
CHICAGO , Illinois 1, their true and lawful Attorneys)-in-Fact to sign, execute, seal and
acknowledge any and all bonds, recognizances, conditional undertakings and other writings obligatory in the nature thereof on behalf of
the Companies in their business of guaranteeing the fidelity of persons, guaranteeing the performance of contracts and executing or
guaranteeing bonds and undertakings required or permitted in any actions or proceedings allowed by law.
IN WITNESS WHEREOF, the Companies have caused this instrument to be signed, and their corporate seals to be hereto affixed,this 21st day of April,
2021.
womp
(s,
MOM
an
k9� rY,
d�
State of Connecticut
By: „
City of Hartford ss. Robert L.Rane enior Vice President
On this the 21st day of April, 2021„ before me personally appeared Robert L. Raney, who acknowledged Mmself to be the Senior
Vice President of each of the Companies, and that he, as such, being authorized so to do, executed the foregoing instrument for the
purposes therein contained by signing on behalf of said Companies by himself as a duly authorized officer.
� Vko
IN WITNESS WHEREOF,I hereunto set my hand and official seal.
tjorMy
My Commission expires the 30th day of June,,2026 r
"°'s'A �AM4P! Nowik,Notary Public
This Power of Attorney is granted under and by the authority of the following resolutions adopted by the Boards of Directors of each of
the Companies,which resolutions are now in full force and effect, reading as follows;
RESOLVED, that the Chairman, the President, any Vice Chairman, any Executive Vice President, any Senior Vice President, any Vice
President, any Second Vice President, the Treasurer, any Assistant Treasurer, the Corporate Secretary or any Assistant Secretary may appoint
Attorneys-in-Fact and Agents to act for and on behalf of the Company and may give such appointee such authority as his or her certificate of authority
may prescribe to sign with the Company's name and seal with the Company's seal bonds, recognizances, contracts of indemnity, and other writings
obligatory in the nature of a bond, recognizance, or conditional undertaking, and any of said officers or the Board of Directors at any time may
remove any such appointee and revoke the power given him or her;and it is
FURTHER RESOLVED, that the Chairman, the President„ any Vice Chairman, any Executive Vice President, any Senior Vice President or
any Vice President may delegate all or any part of the foregoing authority to one or more officers or employees of this Company, provided
that each such delegation is in writing and a copy thereof is filed in the office of the Secretary;and it is
FURTHER RESOLVED, that any bond, recognizance, contract of indemnity, or writing, obligatory in the nature of a bond, recognizance,
or conditional undertaking shall be vapid and 'binding upon the Company when (a) signed by the President„ any Vice Chairman, any Executive
Vice President, any Senior Vice President or any Vice President, any Second Vice President, the Treasurer, any Assistant Treasurer, the
Corporate Secretary or any Assistant Secretary and duly attested and sealed with the Company's seat by a Secretary or Assistant Secretary;
or (b) duly executed (under seal, if required) by one or more Attorneys-in-Fact and Agents pursuant to the power prescribed in his or her
certificate or their certificates of authority or by one or more Company officers pursuant to a written delegation of authority;and it is
FURTHER RESOLVED„ that the signature of each of the following officers: President, any Executive Vice President, any Senior Vice President,
any Vice President, any Assistant Vice President, any Secretary, any Assistant Secretary, and the seal of the Company may be affixed by facsimile to
any Power of Attorney or to any certificate relating thereto appointing Resident Vice Presidents, Resident Assistant Secretaries or Attorneys-in-
Fact for purposes only of executing and attesting bonds and undertakings and other writings obligatory in the nature thereof, and any such Power of
Attorney or certificate bearing such facsimile signature or facsimile seal shall be valid and binding upon the Company and any such power so executed
and certified by such facsimile signature and facsimile seal shall be valid and binding on the Company in the future with respect to any bond or
understanding to which it is attached.
I, Kevin E. Hughes, the undersigned, Assistant Secretary of each of the Companies, do hereby certify that the above and foregoing is a
true and correct copy of the Power.of Attorney executed by said Companies,which remains in full force and effect.
Dated this day of�vtW I
w
Cbk1N. 2 W4 ,,.w'
Kevin E. Hughes.;Assistant Secretary
ro verify the authenticity of this Power of Attorriey,please call us at 1-800-421-3880
.Please refer to the above-named Attorney(s)-in-Fact and the details of the bond to which this Powerof Attorney is attached: