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Item I04 I4 BOARD OF COUNTY COMMISSIONERS COUNTY of MONROE u,.. 9 Mayor Craig Cates,District 1 The Florida Keys Mayor Pro Tern Holly Merrill Raschein,District 5 Michelle Lincoln,District 2 - James K. Scholl,District 3 ' David Rice,District 4 Board of County Commissioners Meeting June 21, 2023 Agenda Item Number: I4 2023-1114 BULK ITEM: Yes DEPARTMENT: Airports TIME APPROXIMATE: STAFF CONTACT: Richard Strickland N/A AGENDA ITEM WORDING: Approval of First Amendment to the On-Airport Common Use Service Facility Lease with Enterprise Leasing Company of Florida, LLC at the Key West International Airport to revise the start date from April 1, 2023 to May 3, 2023 to reflect the actual move-in date by Enterprise into the facility. The contract end date remains December 31, 2027 ITEM BACKGROUND: Enterprise Leasing Company of Florida, LLC was one of three eligible respondents to submit a proposal at the bid opening held on November 10, 2022. Per the RFP requirements, Enterprise and Hertz share a car prep facility at the Airport. Enterprise lease term is being revised to begin May 3, 2023. PREVIOUS RELEVANT BOCC ACTION: BOCC approved a new five (5) year agreement for Enterprise Leasing Company of Florida, LLC.on February 15, 2023. CONTRACT/AGREEMENT CHANGES: Revised start date to May 3, 2023 STAFF RECOMMENDATION: Approval DOCUMENTATION: Enterprise 1st Amendment-EYW shared service facility agmt.pdf FINANCIAL IMPACT: 2674 FIRST Al' ENDMP',NTT0 AIRPORT SERVICE FACILITY Iji"ASE AGJZP`E,MIs",IN7' ENTERPRISE LEASING COMPANY OF FLORIDA, LL ', MONROE COUNTY THIS 1`116TAMENDMI,"N'T, hereirial'ter ""I" Amendinctit" is made and entered into this 2 f st I day of June, 2023 by all(] between MONROF,COUNTY, a political subdivision of State of Fforida, whose address in 1100 Sinjonton Street, Key, West, Florida 33040, (hereinafter"Coui ity" or-f,essor­) and Enterprise Leasing Company of Florida, LIA" a limited liability cornpany orgau/Cd under the lawns of the State of Delaware, whose address is 5105 Johnson Road, Cocontit Creek, Florida 33073, hereinafter.("Concessionaire"or."Lessee"). WI lI`.RFI'AS, oil the 151h clay of f`cbruary 2023,Lessor and Lessee entered into an Airport Service Facility Lease Agreement (common use) (hereinafter "Original Agreement") granting Lessee our undivided non-exclusive interest in common with other similarly situated Lessees, the Airport area identified as Airport Service Facility I for use as a rental car vehicle preparation activities area;and WI-IF'.REAS, Lessor and Concessionaire have agreed to revise the commencement date ofthe Original Agreement and the date upon which the initial rental period began. NOW, THEREFORE, in consideration of the premises and Of mutual covenants and promises hereinafter contained,the pat-ties hereto hereby agree as follows: Section L Article 21"erin of the Original Agreement is hereby amended to read as follows: 2. Term —The term of this Agreement is for five (5) years commencing on May 3, 2023 and terminating on December 31,2027. Section 2. Article 3,Rental and Late Fees,Subsection(a)of the Original Agreement is hereby aniencled to react as follows: (a) For the period firom May 3,2023 through December 31,2023, Lessee agrees to pay monthly rent of$4,166,67 plus sales tax, all of'which shall be clue and payable on or before the first day of each calenclar month during which this lease is in effect. 2675 Scohn I All oler provkdons (Wdw W&M Agmement dwed Februar), 15 2023, not inconsi,,tunt hermith shall remain in ftfll fiorce and efl'ect, IN WIT'NFSS Wl 1ERFOR each pug am caused this agrcement to he axe cownJ b) to dQ autcahed myesommNe, (SEAL) BOARD OF COW141 Y A III AT: KJAVIN MAL)OK, CLF,RK OF MONROE, COIJNTY H2ORMA fly: By:—_ Depuly (75k Nlayor/Chairman ATIVSW FN'IT-RPMSl,,; LF.ASfNG I,QDM By: Fitle: Aaron Toomlas GMUP 'Mj�iifopment&F-ccu'Ri6i-Mana g er ---------- NPOE COUNTY ATTOnNEY ArnOVE F 0 FRIM PE-DF&(OJ.MIAERC�A r T ASS UNTY ATTORNEY Date 5/91/231, 2676 AIRPORT SERVICE FACILITY LEASE AGREEMENT (COMMON USE) ENTERPRISE LEASING COMPANY OF FLORIDA, LLC MONROE COUNTY THIS LEASE AGREEMENT is made and entered into this 15th day of February , 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 referred to as "Lessor" or "County, and Enterprise Leasing Company of Florida, LLC, a limited liability company organized under the laws of the State of Delaware, whose address is 5105 Johnson Road, Coconut Creek, Florida 33073, hereinafter"Concessionaire". WHEREAS, the Lessor is the owner of the Key West International Airport, hereafter Airport; and WHEREAS, County has awarded the Lessee the right to operate a rental car concession at the Airport for a term commencing January 1, 2023. IN CONSIDERATION of the premises and of mutual covenants and promises hereinafter contained, the parties hereto do hereby agree as follows: 1. Premises - Lessor hereby leases to Lessee, an undivided, non-exclusive interest in common with other similarly situated. Lessees the Airport area shown on Exhibit A, marked as Airport Service Facility 1, hereafter the Premises, for use as a rental car vehicle preparation activities area measuring 160 feet by 140 feet containing a total of 22,400 square feet. Exhibit A is attached to this Lease Agreement and incorporated by reference. The rights granted by this Lease Agreement are non-exclusive. The Lessor may grant similar rights to use the Premises to other on-airport rental car concessionaires during the term of this Lease Agreement. 2. Term — The term of this Agreement is for five (5) years commencing on April 1, 2023 and terminating on December 31, 2027_ 3. Rental and Late Fees (a) For the period from April 1, 2023 through December 31, 2023 Lessee agrees to pay monthly rent of$4,166.67 plus sales tax, all of which shall be due and payable on or before the first day of each calendar month during which this lease is in effect. (b) Effective January 1, 2024 and every January Ist thereafter, the rent will be adjusted annually by a percentage equal to the percentage increase in the CPI-U for urban consumers for the preceding calendar year or in accordance with the Airport's standard rates and charges as revised annually, whichever is greater. In the event of a deflationary CPI, no adjustment in the rental rates will be made. Without waiving any other right available to the County upon the failure of Lessee to remit any rental or fee payment, including sales tax, when due, the County will be entitled to charge and collect, and Lessee 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 (FR:BNY prime + 4%) or twelve percent(1.2%) per annum, whichever is greater. The acceptance 2677 by the County of the overdue rental or fee installment plus applicable late fees shall cure what would otherwise constitute a default by Lessee under the terms of this lease. 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 paragraph 7 of this Lease Agreement.In the eventthat any check, draft, or negotiable instrument by which Lessee 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 the fee is Thirty Dollars ($30.00) and for checks $300 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 tennis of this lease. (c)The Lessee must pay all assessments, taxes, including sales taxes, levied by any governmental body with the power to impose assessments ortaxes. 4. Lessee's Improvements - Lessee shall have the right during the term hereof, at its own expense, at any time from time to time: (a) to construct and install in and upon the Premises hereby leased, a building or buildings and such other structures and facilities as it may deem necessary or desirable for the storage, maintaining and servicing of its vehicles hereunder and for such other purposes as may be necessary or desirable in connection with its operation at the Airport, provided, however, that Lessee first shall submit plans and specifications for all fixed improvements to the Director of Airports for approval, which approval shall not be unreasonably withheld. The term "fixed improvements" whenever used in this Lease Agreement shall be construed to include all buildings and other structures erected upon the Premises,all fencing,grading and surfacing with stone and/or hardtop, all underground and overhead wires, cables, pipes, conduits, tanks and drains, and all property of every kind and nature, excluding trade fixtures, which is so attached to any building or structure on the Premises that same may not be removed without material injury to said property or to the building or structure to which same shall be attached. Upon expiration of this Lease Agreement, title to all fixed improvements erected or installed by Lessee in or upon the Premises shall vest in Lessor, excluding, however, Lessee's trade fixtures and personal property, as hereinafter provided; and (b) to install, maintain, operate, repair and re-place any and all trade fixtures and other personal property useful from time to time in connection with its operations on the Airport, all of which shall be and remain the property of Lessee and may be removed by Lessee prior to or within a reasonable time after expiration of the term of this Lease Agreement, provided, however, that Lessee shall repair any damage to the Premises caused by such removal. The failure to remove trade fixtures or other personal property shall not constitute Lessee a hold-over, but all such property not removed within ten(10)days after Lessee receives a written demand for such removal shall be deemed abandoned and thereupon shall be the sole property of Lessor. It is understood that, for purposes of this Article, the phrase "trade fixtures" shall include, but shall not be limited to, any signs, electrical or otherwise,used to advertise Lessee's business in and about the Premises; all nnachinery and equipment used in connection with the servicing of automotive vehicles in or about the Premises, whether or not such machinery or equipment is bolted or otherwise attached 2678 to said Premises; any lift hoist, compressor or other mechanical device used to service said automotive vehicles; and all other miscellaneous equipment, including, but not by way of limitation, air conditioning equipment installed in or placed on or about the Premises and used in connection with Lessee's business therein. 5. Existing Leasehold Improvements —Title to any leasehold improvements existing on the Premises on the date of execution of this Lease Agreement shall vest immediately in Monroe County upon expiration of this Lease Agreement. Furniture, furnishings, fixtures and equipment will remain the personal property of Lessee and may be removed upon the termination of this Lease Agreement,provided all of its accounts payable to the County are paid at that time. 6. Utilities Lessor grants to the Lessee the right of easement necessary to construct, install and maintain, at the sole expense of Lessee, all necessary tap lines and facilities to connect said tap lines to the supply lines of the Lessor and to receive all said utilities and service as hereinabove provided. 7. Termination - This Agreement may be terminated at the discretion of the County in the following circumstances: a) Lessee's right to operate a rental car concession at the Airport expires or is terminated with or without cause. b) Lessee fails to pay any fee,payment or rent when due; c) Lessee fails to obtain the insurance required under this Lease Agreement or allows the required insurance coverage to lapse or fall below the minimum required; d) Lessee otherwise breaches the terms of this Lease Agreement; e) Cancellation is required to accommodate future Airport renovation or growth, or f) Cancellation is required due to F.A.A. requirements. Unless the County has accepted in writing a delay in performance of duties, the failure to perform said duties shall constitute a default/breach sunder the terms of this Lease Agreement. In the case of the default/breach occurrences described in subparagraphs 7(a), (b), or(c),the Director of Airports shall first give the Lessee a written notification stating the default/breach. The Lessee shall be notified that he has 10 days to correct the default/breach. If the nature of the default/breach is such that it cannot be cured in 10 days, the Lessee shall inform the County in writing of the reason why the default/breach cannot be cured in 10 days and shall provide a written plan showing how the default/breach will be cured in a timely manner. If the Lessee has not corrected the default/breach at the end of the 10 days or if the Lessee has provided a cure plan,which the Lessee has failed to timely and diligently execute, then the County may cancel this Lease Agreement in its discretion. In the case of cancellation occurring as described in subparagraphs 7(d) and (e), County shall provide Lessee 90 days' notice. In the event of cancellation occurring as described in subparagraphs 7(e) and(f)the County, at County expense, shall attempt to relocate the Lessee's operation to an alternate site in accordance with the Airport ALP. If an alternate site at the airport is not available, the County will purchase the Lessee's lease hold at fair market appraisal value. 8. Compliance With Laws, Rules, Regulations— Subordination. (a) Lessee agrees to observe and obey, during the term of this Lease 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 2679 over the conduct of the operations at the Airport. (b) This Lease Agreement and all provisions hereof are subject and subordinate to the terms and conditions of the instruments and documents under which the Airport Owner acquired the subject property from the United States of America and shall be given only such effect as will not conflict or be inconsistent with the terms and conditions contained in the lease of such lands from the Airport Owner, and any existing or subsequent amendments thereto, and are subject to any ordinances, rules or regulations which have been, or may hereafter be adopted by the Owner pertaining to the Key West International Airport. (c) The Premises and the Airport are subject to the terms of those certain Sponsor Assurances made to guarantee the public use of the Airport as incident to grant agreements between the Lessor and the United States of America. This Lease Agreement and all provisions hereof shall be given only such effect as will not conflict or be inconsistent with the terms and conditions contained in those certain Sponsor Assurances and any existing or subsequent amendments thereto. 9. Governing; Law, Venue, Interpretation Costs, and Fees - This Agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to contracts made and to be performed entirely in the State. In. the event that any cause of action or administrative proceeding is instituted for the enforcement or interpretation of this Agreement, the Lessor and Lessee agree that venue will lie in the appropriate court or before the appropriate administrative body in Monroe County, Florida. The Lessor and Lessee agree that, in the event of conflicting interpretations of the terms or a term of this Lease Agreement by or between any of them, the issue shall be submitted to mediation prior to the institution of any other administrative or legal proceeding. 10. Attorney's Fees and Costs-The Lessor and Lessee agree that in the event any cause of action or administrative proceeding is initiated or defended by any party relative to the enforcement or interpretation of this Lease Agreement, the prevailing party shall be entitled to reasonable attorney's fees, court costs, investigative, and out-of-pocket expenses, as an award against the non-prevailing party, and shall include attorney's fees, courts costs, investigative, and out-of-pocket expenses in appellate proceedings. Mediation proceedings initiated and conducted pursuant to this Lease Agreement shall be in accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the circuit court of Monroe County. 11. Books, Records, Documents, Certified Operating Report Required - Lessee shall maintain all books, records, and documents directly pertinent to performance under this Lease Agreement in accordance with generally accepted accounting principles consistently applied. Each party to this Lease Agreement or their authorized representatives shall have reasonable and timely access to such records of each other party to this Lease Agreement for public records purposes during the term of this Lease Agreement and for four years following the termination of this Lease Agreement. 1.2. Damage and Injury - Lessee covenants that it and all of its agents, servants, employees, and independent contractors will use due care and diligence in all of its activities and operations at the Airport and the Lessee 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 2680 part of the Lessee, 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 Lessee under any provision hereof, or is provided by Monroe County (except subrogation rights of the County's carrier), Lessee 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 Lessee, its agents, servants, or employees on the Airport. 13. Other Development of Airport - Monroe Colony reserves the right to further develop or improve the Airport as it sees fit, regardless of the desires or views of the Lessee, and without interference or hindrance; provided, however,that in no event can the County deprive the Lessee of reasonable and direct routes of ingress and egress to the premises. 1.4. Terminal Area Planning - Lessee acknowledges that Monroe County has Master Plans including terminal area revisions. Lessee hereby agrees to cooperate to the fullest with the County, especially in those areas of terminal improvements which may at some time cause relocation. of Lessee's facilities. 15. Lessee's Obligations - Lessee covenants and agrees: (a) to pay the rent and other charges herein reserved at such times and places as the same are payable; (b) to make no alterations, additions or improvements to the Premises without the prior written consent of Lessor, which consent shall not be unreasonably withheld; (c) to keep and maintain, by all Lessees the Premises in good condition, order and repair during the term of this Lease 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 Lessee's negligence, riot and civil commotion, excepted. The entire cost of operation, management, maintenance, care and any replacement of the Premises or its equipment shall be borne by all Lessees as set forth herein. The Premises shall be kept in good order and Lessees shall make all necessary repairs and replacements thereof promptly and in a good workmanlike manner. No rubbish, debris, waste materials shall remain on any part of the Premises or be disposed of improperly. (d) Lessee agrees to (i)share in the costs of operating and maintaining the vehicle wash and fuel system; (ii) share in other costs of operation and maintenance of the Premises, and (iii) share in the costs of repair and replacement of the Premises; (e) to observe and comply with any and all requirements of the constituted public authorities and with all federal, state or local statutes, ordinances, regulations, and standards applicable to Lessee or its use of the demised Premises, including, but not limited to, rules and regulations promulgated from time to time by or at the direction of Lessor for administration of the Airport; (f) 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 tern of this Lease Agreement; 2681 (g) to control the conduct, manner and appearance of its officers, agents, and employees, and, in the event of any objection from the Senior Director of Airports concerning the conduct, manner or appearance of such persons, Lessee shall forthwith take steps necessary to remove the cause of the objection; and (h) No signs, on premises advertising, or awnings may be erected by the Lessee on the premises or elsewhere at the Airport, unless they are approved by the Director of Airports in writing. (i) to carry fire and extended coverage insurance, if obtainable, on all fixed improvements erected by Lessee on the demised Premises to the full insurable value hereof, if being understood and agreed that for purposes hereof the teen "full insurable value" shall be deemed to be that amount for which a prudent owner in like circumstances would insure similar property, but in no event an amount in excess of Lessee's original cost of constructing said fixed improvements. (j) Payment of expenses: (i) All of the aforementioned shared costs in Subsection 15(d) will be based on. Lessee's proportionate market share of total rental car revenues during the previous Calendar Year. Notwithstanding, if at any time,Lessee intentionally damages the Premises and the respective equipment on the Premises, Lessee will be responsible to pay one hundred percent (100%) of the repair and replacement costs related to said damage to promptly return the Premises in good working condition. (ii)Notwithstanding the above, each Lessee acknowledges that it is responsible for payment of its share of gasoline or other fuel product purchases by or through third-party contractor pursuant to the terms of a separate Fuel Supplier Agreement(s), which shall indicate, among other things, that each Lessee shall pay for 100% of the gasoline or other fuel product consumed by said Lessee. 16. Lessor's Inspection and Maintenance - Lessor and its authorized officers, employees, agents, contractors, subcontractors and other representatives shall have the right to enter upon the Premises for the following purposes: (a) to inspect the Premises at reasonable intervals during regular business hours (or at any time in case of emergency)to determine whether Lessee has complied and is complying with the terms and conditions of this Lease 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 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 not disrupt or unduly interfere with the operations of Lessee, and provided further, that the entire cost of such work, including but not limited to the cost of rebuilding, removing, relocating, protecting or otherwise modifying any fixed improvements at any time erected or installed in or upon the Premises by Lessor, Lessee or third parties, as a result of the exercise by Lessor of its rights hereunder, and the repair of all damage to such fixed improvements caused thereby, shall be borne solely by Lessor. 1.7. Indemnification/Hold Harmless Notwithstanding any minimum insurance requirements prescribed elsewhere in this agreement, Lessee shall defend, indemnify and hold the County and the County's elected and appointed officers and employees harmless from and against 2682 (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, fine,penalty or business interruption, 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 Lessee or any of its employees, agents, contractors or other invitees during the term of this lease, (B)the negligence or willful misconduct of Lessee or any of its employees, agents, contractors or other invitees, or(C)Lessee's default in respect of any of the obligations that it undertakes under the terms of this Lease 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,contractors or invitees(other than Lessee). Insofar as the claims, actions, causes of action, litigation, proceedings, costs or expenses relate to events or circumstances that occur during the terin of this Lease Agreement, this Section will survive the expiration of the term of this Lease Agreement or any earlier termination of this Lease Agreement. 18. General Insurance Requirements - The Lessee shall obtain, at its own expense, insurance as specified below. The Lessee shall maintain the required insurance throughout the entire term of this Lease Agreement and any subsequent extensions. Failure to comply with this provision may result in the immediate suspension of all activities conducted by the Lessee until the required insurance has been reinstated or replaced_ The Lessee shall provide,to the County, as satisfactory evidence of the required insurance, either a Certificate of Insurance or a certified copy of the actual insurance policy. The County, at its sole option, has the right to request a certified copy of any or all insurance policies required by this contract. All insurance policies must specify that they are not subject to 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 Lessee's insurance shall not be construed as relieving the Lessee from any liability or obligation assumed under this lease or imposed by law. The Monroe County Board of County Commissioners, its employees and officials will be included as "Additional Insured" on all policies, except for Workers' Compensation. a) General Liability Insurance - Coverage shall be maintained throughout the life of this Lease 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, $1.00,000 Property Damage. An. Occurrence Form policy is preferred. If coverage is provided oil a Claims Made policy, its provisions should include coverage for claims filed on or after the effective date of this contract. In addition, the period for which claims may be reported should extend for a minimum of twelve 2683 (12) months following the acceptance of work by the County. b) Workers' Compensation - Prior to the commencement of work governed by this Lease Agreement,the Lessee shall obtain Workers' Compensation Insurance with limits sufficient to respond to the applicable state statutes. In addition,the Lessee 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 Lease Agreement and shall be provided by a company or companies authorized to transact business in the state of Florida. c) Vehicle Liability - Recognizing that the work governed by this Lease Agreement requires the use of vehicles, the Lessee,prior to the commencement of work, shall obtain Vehicle Liability Insurance. Coverage shall be maintained throughout the life of this Lease 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 in. writing on the County prepared form entitled "Request for Waiver of:Insurance Requirements" and be approved by Monroe County Risk Management. e) Lessee shall carry fire and extended coverage insurance, if obtainable, on all fixed improvements located on the 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. 19. Non-Discrimination -Lessor and Lessee 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 Lease Agreement automatically terminates without any further action on the part of any party, effective the date of the court order. Lessee 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 USC 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. 1.21.01 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; 2684 11) Any other nondiscrimination provisions in any Federal or state statutes which may apply to the parties hereto, or the subject matter of,this Lease Agreement. 20. Lessor's Covenants - The Lessor covenants and agrees that: (a) Lessor is the lawful owner of the Premises, that it has lawful possession thereof, and has good and lawful authority to execute this Lease; and (b) throughout the term hereof Lessee may have, hold and enjoy peaceful and uninterrupted possession of the Premises and rights herein leased and granted, subject to performance by Lessor of its obligations herein. 21. Cancellation by Lessor—Notwithstanding anything set forth in paragraph 7, if any of the following events occur, the Lessee shall be deemed to be in default of its obligations under this Lease Agreement, in which case Monroe County shall give the Lessee notice in writing to cure such default within thirty (30) days, or this Lease Agreement 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 Lease Agreement for the full term hereof: (a) if Lessee shall make a general assignment for the benefit of creditors, or file a voluntary petition in bankruptcy or a petition or answer seeking its reorganization or the readjustment of its indebtedness under the Federal Bankruptcy :Laws or any other similar law or statute of the United States or any state,or government,or consent to the appointment of a receiver, trustee or liquidator of all or substantially all of the property of Lessee; (b) if any order or decree of a court of competent jurisdiction, Lessee shall be adjudged bankrupt, or an order shall be made approving a petition seeking its reorganization, or the readjustment of its indebtedness under the Federal Bankruptcy Laws of any law or statute of the United States or any state, territory, or possession thereof or under the law of any other state, nation, or government,provided,that if such judgment or order be stayed or vacated within ninety (90) days after the entry thereof, any notice of cancellation given shall be and become void and of no effect; (c) if by or pursuant to any order or decree of any court or governmental authority, board, agency or officer having jurisdiction, a receiver, trustee or liquidator shall take possession or control of all or substantially all of the property of Lessee for the benefit of creditors,provided, that if such order or decree be stayed or vacated within sixty (60) days after the entry thereof or during such longer period in which Lessee diligently and in good faith contests the same, any notice of cancellation shall be and will become null, void and of no effect; or (d) if the Lessee shall desert or abandon the Premises for seven (7) consecutive calendar days. 22. Additional Remedies -In the event of a breach or a threatened breach by Lessee of any of the agreements, terms, covenants, and conditions hereof, the County shall have the right of injunction to restrain said breach and to invoke any remedy allowed by law or equity, as if specific remedies, indemnity or reimbursement were not herein provided. The rights and remedies given to Monroe County are distinct, separate, and cumulative, and no one of them, whether or not exercised by the County, shall be deemed to be in exclusion of any of the others herein or by law or in equity provided. No receipt of monies by Monroe County from Lessee after the cancellation. or termination hereof shall reinstate, continue, or extend the term, or affect any notice previously given to Lessee, or operate as a waiver of the right of the County to enforce the payment of rentals 2685 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 Lessee's liability hereunder. 23. Cancellation by Lessee - Lessee shall have the right upon written notice to Lessor, to cancel this Lease Agreement in its entirety upon or after the happening of one or more of the following events, if said event or events is then continuing: (a) the issuance by any court of apparent competent jurisdiction of an injunction, order, or decree preventing or restraining the use by Lessee of all or any substantial part of the Premises or preventing or restraining the use of the Airport for usual airport purposes in its entirety, or the use of any part thereof which may be used by Lessee and which isnecessary for Lessee's operations on the Airport, which remains in force unvacated or unstayed for a period of at least one hundred twenty (1.20) days; (b) the default of Lessor in the performance of any of the terms,covenants or conditions required of it under this instrument and the failure of Lessor to cure such default within a period of thirty (30) days following receipt of written demand from Lessee to do so, except that if by reason of the nature of such default, the same cannot be cured within said thirty (30) days, then Lessee shall have the right to cancel if Lessor shall have failed to commence to remedy such default within said thirty (30) days following receipt of such written demand, or having so commenced, shall fail thereafter to continue with diligence the curing thereof, (c) the inability of Lessee to conduct its business at the Airport in substantially the same manner and to the same extent as theretofore conducted, for a period of at least ninety (90) days, because of(i) any law, (ii) any rule, order,judgment, decree, regulation, or other action or non- action of any Governmental authority,board, agency or officer having jurisdiction thereof, (d) if the fixed improvements placed upon the Premises are totally destroyed or so extensively damaged that it would be impracticable or uneconomical to restore the same to their previous condition as to which Lessee is the sole judge.In any such case,the proceeds of insurance, if any, payable by reason of such loss shall be apportioned between Lessor and Lessee, Lessor receiving the same proportion of such proceeds as the then expired portion of the lease term bears to the full term hereby granted, and Lessee receiving the balance thereof. If the damage results from an insurable cause and is only partial and such that the said fixed improvements can be restored to their prior condition within a reasonable time, then Lessee shall restore the same with reasonable promptness, and shall be entitled to receive and apply the proceeds of any insurance covering such loss to said restoration, in which event this Lease Agreement shall not be canceled but shall continue in full force and effect, and in such case any excess thereof shall belong to Lessee; (e) the taking of the whole or any part of the Premises by the exercise of any right of condemnation or eminent domain; (f) if the Lessee terminates this Agreement pursuant to Section 23(a)-(f) inclusive, no rental or fees shall accrue and neither party shall have any further obligations under the terms of this Lease Agreement after the effective date of the notice. 2686 24. Lessee's Reserved Rights - Nothing contained in this Agreement shall limit or restrict in any way such lawful rights as Lessee may have now or in the future to maintain claims against the federal,state, or municipal government,or any department or agency thereof,or against any interstate body, commission or authority, or other public or private body exercising governmental powers, for damages or compensation by reason of the taking or occupation, by condemnation or otherwise, of all or a substantial part of the Premises, including fixed improvements thereon, or of all or a material part of the Airport with adverse effects upon Lessee's use and enjoyment of the Premises for the purposes hereinabove set forth; and Lessor hereby agrees to cooperate with Lessee in maintenance of any just claim of said nature, and to refrain from hindering, opposing, or obstructing the maintenance thereby by Lessee. 25. Assignment and Subletting - The Premises may not be sublet, in whole or in part, and Lessee shall not assign this Lease Agreement without prior written consent of Lessor, nor permit any transfer by operation of law of Lessee's interest created hereby, other than by merger or consolidation. 26. Other Use-Lessee shall not use or permit the use of the Premises or any part thereof for any purpose or use other than as authorized by this Lease Agreement unless such purpose or use is expressly approved by the Lessor in writing. 27. Liens -Lessee shall cause to be removed any and all liens of any nature arising out of or because of any construction performed by Lessee or any of its contractors or subcontractors upon the Premises or arising out of or because of the performance of any work or labor upon or the furnishing of any materials for use at said premises, by or at the direction of Lessee. 28. Time -In computing Lessee's term within which to cure any default as required by this Lease 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 Lessee'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 Lease Agreement is sufficiently given or communicated if sent by registered mail, with proper postage and registration fees prepaid, addressed to the party for whom intended, at the following addresses: For Lessor: For Lessee: Senior Director of Airports Enterprise Leasing Company of Florida, LLC 3491 S. Roosevelt Blvd. Attn: Vice President/General Manager Key West, FL. 33040 51.05 Johnson Road Coconut Creek, FL 33073 And And Enterprise Holdings 2687 Monroe County Attorney's Office Attn: Airport Properties & Relations 1111 12th St, Suite 408 600 Corporate Park Drive Key West, FL. 33040 St. Louis, MO 63105 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. Severabifity -If any term,covenant,condition or provision of this Lease 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 Lease Agreement shall not be affected thereby; and each remaining term,covenant, condition and provision of this Lease Agreement shall be valid and shall be enforceable to the fullest extent penuitted by law unless the enforcement of the remaining terms, covenants, conditions and provisions of this Lease Agreement would prevent the accomplishment of the original intent of this Lease Agreement. The Lessor and Lessee agree to reform this Lease 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 Lease Agreement shall bind and inure to the benefit of the Lessor and Lessee and their respective legal representatives, successors, and assigns 33. Authority - Each parry represents and warrants to the other that the execution, delivery and performance of this Lease Agreement have been duly authorized by all necessary County and corporate action, as required by law. 34. Adjudication of Disputes or Disagreements - Lessor and Lessee agree that all disputes and disagreements shall be attempted to be resolved by meet and confer sessions between representatives of each of the parties. If no resolution can be agreed upon within 30 days after the first meet and confer session,the issue or issues shall be discussed at a public meeting of the Board of County Commissioners. If the issue or issues are still not resolved to the satisfaction of the parties, then any parry shall have the right to seek such relief or remedy as may be provided by this Lease Agreement or by Florida law. 35. Cooperation - In the event any administrative or legal proceeding is instituted against either parry relating to the formation, execution, performance, or breach of this Lease Agreement, Lessor and Lessee agree to participate, to the extent required by the other parry, in all proceedings, hearings, processes, meetings, and other activities related to the substance of this Lease Agreement or provision of the services under this Agreement.Lessor and Lessee specifically agree that no parry to this Lease Agreement shall be required to enter into any arbitration proceedings related to this Lease Agreement. 36. Code of Ethics -Lessor agrees that officers and employees of the Lessor recognize and will be required to comply with the standards of conduct for public officers and employees as delineated in. Section 112.31.3, Florida Statutes, regarding, but not limited to, solicitation or acceptance of gifts; doing business with one's agency; unauthorized compensation; misuse of 2688 public position, conflicting employment or contractual relationship; and disclosure or use of certain information. 37. No Solicitation/Payment- The Lessor and Lessee warrant that, in respect to itself, it has neither employed nor retained any company or person, other than a bona fide employee working solely for it, to solicit or secure this Lease 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 Lease Agreement. For the breach or violation of the provision, the Lessee agrees that the Lessor shall have the right to terminate this Agreement without liability and, at its discretion,recover the full amount of such fee, commission,percentage, gift, or consideration. 38. Public Access - The Lessor and Lessee shall allow and permit reasonable access to, and inspection of, all documents, papers, letters or other materials in its possession or under its control subject to the provisions of Chapter 1.1.9, Florida Statutes, and made or received by the Lessor and Lessee in conjunction with this Lease Agreement; and the Lessor shall have the right to unilaterally cancel this Lease Agreement upon violation of this provision by Lessee. 39. Non-Waiver of Immunity -Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the participation of the Lessor and the Lessee in this Agreement and the acquisition of any commercial liability insurance coverage,self-insurance coverage,or local 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 Lessor be required to contain any provision for waiver. 40. Privileges and Immunities - All of the privileges and immunities from liability, exemptions from laws, ordinances, and rules and pensions and relief, disability, workers' compensation, and other benefits which apply to the activity of officers, agents, or employees of any public agents or employees of the Lessor, when performing their respective functions under this Lease 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 Lease 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 Lease 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 Lease 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 2689 Lessor and the Lessee agree that neither the Lessor nor the Lessee or any agent, officer, or employee of either shall have the authority to inform, counsel, or otherwise indicate that any particular individual or group of individuals, entity or entities,have entitlements or benefits under this Lease Agreement separate and apart, inferior to, or superior to the community in general or for the purposes contemplated in this Lease Agreement_ 43. 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 Lessor in his or her individual capacity, and no member, officer,agent or employee of Lessor shall be liable personally on this Lease Agreement or be subject to any personal liability or accountability by reason of the execution of this Lease Agreement. 44. Execution in Counterparts - This Lease 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 Lease Agreement by signing any such counterpart. 45. Lessor'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 Lease Agreement are non-exclusive and the Lessor herein reserves the right to grant similar privileges to another Lessee or other Lessees on other parts of the Airport. 46. Covenant of No Interest - Lessor and Lessee covenant that neither presently has any interest, and shall not acquire any interest,which would conflict in any manner or degree with its performance under this Lease Agreement,and the only interest of each is to perform and receive benefits as recited in this Lease Agreement. 47. Attestations - Lessee agrees to execute such documents as the Lessor may reasonably require, to include a Public Entity Crime Statement, an Ethics Statement, and a Drug- Free Workplace Statement. 48. 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. 2690 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 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 1.542.113. 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 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, 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 taking 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, 2691 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. 2692 (5). Survival of Sub-Section. This sub-section 48(h) shall survive the cancellation or termination of this Agreement and shall be in full force and effect. 49. Environmental Matters. Exhibit B Environmental Matters is attached hereto and made a part of this Lease Agreement. 50: Mutual Review-This Lease Agreement has been carefully reviewed by the Lessee and the Lessor.Therefore,this Lease Agreement is not to be construed against either party on the basis of authorship. 51. Final Llnderstandin - 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 r a.._.my IN representative. �e �` r"„ `��` 'SE ►- BOARD OF COUNTY COMMISSIONERS r evin Madok,Clerk OF MONROEfoPUNTY,FLORIDA By As Ddputy Cler May6r Craig Cates ATTEST: ENTERPRISE LEASING COMPANY OF FLORIDA,L By A<--�— By Title: Title: V=4 Afftr4 ICE,�t,�r. aw AGM To—omb!h� QAvc �0fgi1.� rn XFO �N130E COUNTY ArromEY C' t-c..�c,tfiOYE FORMA .t I q -Cn-c'-u.� A Get ct P.ED09UNTY �ATMRMNEY � ASSI Date 2/3/2023 2693 EXHIBIT A PREMISES r r l fhr0� � (I �, ��� ;% //�� ICJ r r � �, / r fi �� I��^ /i fi 1 P=AOplT"Y 3. / ��� /,�i�i��r///�ir ��1 p:AC'4N.VG"r1?' 2 40IU'sq B /r G"� �� 0 � � �iy ad, °Dreg FIL momI'll lGY 2694 EXHIBIT B ENVIRONMENTAL MATTERS (.Definition—"Environmental Laws". "Environmental Laws" means any and all federal, state, local laws, statutes, ordinances, rules, regulations and/or common law relating to environmental protection, contamination, the release, generation, production, transport, treatment, processing, use, disposal, or storage of Hazardous Materials, and the regulations promulgated by regulatory agencies pursuant to these laws, and any applicable federal, state, and/or local regulatory agency-initiated orders, requirements, obligations, directives, notices, approvals, licenses, or permits, including but not limited to those for the reporting, investigation, cleaning, or remediation of any Hazardous Materials on the Premises. 2. Definition - "Hazardous Materials". The term "Hazardous Materials" means any hazardous, toxic or dangerous substance, waste, contaminant, pollutant, gas or material, including, without limitation, gasoline, waste oil and other petroleum products and constituents thereof, which are now or may become regulated under any Environmental Laws. 3. Environmental Representation and Disclosures. (a) Lessor represents and warrants to Tenant that the Premises is in full compliance with all Environmental laws; and Lessor has received no notice of a release of Hazardous Materials originating on or outside of the Premises which affect the Premises, other than those notices previously disclosed to Tenant pursuant to this Section 3. (b) Prior to Commencement Date, Lessor shall provide copies to Tenant of all studies, reports, surveys, or other materials in Lessor's possession relating to the presence of any Hazardous Materials at, on, under or surrounding the Premises (hereinafter "Lessor's Environmental Disclosures"). Other than the past release of Hazardous Materials described in Lessor's Environmental Disclosures, Lessor is not aware of any past or present release of any Hazardous Materials at,on, under or surrounding the Premises and has not received any warning notices, notices of violation, administrative complaints, judicial complaints or other formal or informal notices from any governmental agency or other person alleging that the presence of Hazardous Materials at,under or surrounding the Premises is in violation of, or gives rise to liability under, any Environmental Laws. 4. Environmental Baseline. Unless Lessor has provided Tenant with comparable information, Lessor and Tenant hereby agree that Tenant shall have access to the Premises prior to the Commencement Date to undertake, at its own cost and expense, a Phase I Environmental Site Assessment and Phase II Site Investigation or other appropriate investigation (together the"Investigation")of the Premises in order to establish a baseline of contamination from Hazardous Materials (hereinafter "Environmental Baseline"). The Investigation may include, but shall not be limited to physical examination of the Premises and any structures, facilities, or equipment located thereon, soil samples, groundwater and surface water samples, and review of pertinent records, documents, permits, licenses, and reports that relate in any way to the environmental condition of the Premises. Lessor's acknowledgement shall eliminate any need for Tenant to obtain other permissions for such invasive studies provided the Tenant otherwise abides by the conditions of this paragraph. The Lessor shall be entitled to the following with regard to Tenant's Investigation: (a) Lessor shall be provided a copy of Tenant's testing and sampling plan; (b) Lessor shall be entitled to be present 2695 where and when Lessee conducts its sampling;and (c) Lessor shall be entitled to a copy of all data and all reports received by or prepared for Tenant in connection with such Investigation. Tenant shall keep the Premises free and clear of any mechanics' liens or materialmen's liens related to the Investigation of the Premises.Tenant will not be liable or responsible in any wayforany Hazardous Materials or contamination found on, under, or migrating to or from, the Premises, unless Tenant has caused such contamination or a release of a Hazardous Substance. 5. Environmental Indemnification. Notwithstanding the specific provisions of this Lease Agreement concerning indemnification and without prejudice to any rights and remedies of the parties thereunder, the parties further grant to each other the following environmental indemnification. (a) Lessor and its successors, assigns, trustees, beneficiaries and legal representatives will protect, indemnify,defend and hold harmless Lessee,its officers,directors,shareholders, representatives, and their respective successors and assigns from and against all judgments, suits, proceedings, liabilities, losses, costs, judgments, orders, obligations, damages, expenses or claims (whether by third parties or governmental authorities) arising out of or in any way relating to Hazardous Materials placed, released or existing, in or under the Premises by any person or entity other than Lessee or any person or entity acting for, by or through Lessee or with Lessee's permission, including all Hazardous Materials identified at the Premises in the Environmental Baseline. This indemnity includes, but is not limited to, remedial, removal, response, abatement, cleanup, legal, investigative and monitoring costs, penalties, fines and disbursements (including, without limitation, attorneys', consultants' and experts' fees) of any kind whatsoever, which may at any time be imposed upon or incurred by any indemnitee arising, directly or indirectly, (i) from requirements of any Environmental Laws; (ii) in connection with claims by government authorities or third parties related to the environmental condition of the Premises; and/or (iii) from the presence or existence of Hazardous Materials on, in or near the Premises, including all consequential damages. (b) Tenant and its successors, assigns, trustees, beneficiaries and legal representatives shall protect, indemnify, defend and hold harmless Lessor, its officers, directors, shareholders, representatives, and their respective successors and assigns from and against all judgments, suits, proceedings, liabilities, losses, costs, judgments, orders, obligations, damages, expenses or claims (whether by third parties or governmental authorities) arising out of or in any way relating to any Hazardous Material placed, released or existing on, in or under the Premises by Lessee or any party acting for, by or through Lessee or with Lessee's permission. This indemnity includes, but is not limited to, remedial, removal, response, abatement, cleanup, legal, investigative, and monitoring costs, penalties, fines and disbursements (including, without limitation, attorneys', consultants' and experts' fees) of any kind whatsoever, which may at any time be imposed upon or incurred by any indemnitee arising, directly or indirectly, (i) from requirements of any Environmental Laws; (ii) in connection with claims by government authorities or third parties related to the environmental condition of the Premises; and/or (iii) from the presence or existence of Hazardous Materials on, in or near the Premises, including all consequential damages. (c) In the event that any investigation, monitoring, containment, cleanup, removal, remediation, restoration or other work of any kind or nature ("Remedial Work") is required under any 2696 Environmental Laws, or by any governmental or non-governmental entity or person because of, or in connection with the current or future presence, suspected presence, release or suspected release of a Hazardous Material in or into the air, soil,groundwater,surface water or soil vapor at, in, about, under or within the Premises (or any portion thereof),the party who has an obligation to indemnify the other will, within 30 days after written demand for performance thereof by the indemnitee (or within a shorter period of time as may be required under any applicable law, regulation, order or agreement), commence to perform, or cause to be commenced, and thereafter diligently prosecute to completion, all such Remedial Work. All Remedial Work will be performed in full compliance with applicable Environmental Laws. All costs and expenses of such Remedial Work will be paid by the indemnitor, including without limitation,the charges of any contractor(s)and/or environmental consultants,and the attorneys'fees and any costs incurred by the indemnitee in connection with the monitoring or review of such Remedial Work. In the event the indemnitor fails to timely commence or cause to be commenced, or fails to diligently prosecute to completion, such Remedial Work, the indemnitee may, but will not be obligated to, cause such Remedial Work to be performed, and all costs and expenses thereof, or incurred in connection therewith, will be reimbursed by the indemnitor. (d) In conducting Remedial Work, Lessor and Tenant agree to work together to approve cleanup criteria and investigation, monitoring, and remediation activities for the Premises that comply with Environmental Laws and are consistent with (i) commercial/industrial uses at the Premises compatible with current zoning, and (ii) with commercial/industrial redevelopment of the Premises in the future. Provided that there is adequate municipal water supply to the Premises, Lessor will not unreasonably withhold approval of an institutional control with respect to the Premises, as may be reasonably required by governmental authorities for issuance of no further action, or similar site closure documentation consistent with this provision. (e) Lessor and Tenant acknowledge and agree that their sole and exclusive remedy with respect to liability under Environmental Law, or directly or indirectly connected or related to Environmental Law, shall be breach of the terms, conditions, obligations and representations set forth in this Lease; and Lessor and Tenant otherwise expressly waive any right to an action under any state, federal, local, or common law. Nothing contained in this Lease will prevent or in any way diminish or interfere with any rights and remedies,including without limitation,the right to contribution,which either party may have against any third party under Environmental Law. 2697 SWORN STATEMENT UNDER ORDINANCE NO.010-1990 MONROE COUNTY,FLORIDA ETHICS CLAUSE " Enterprise Leasing Company of Florida, LLC " (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 a r o mpI yee." ignature)Dave Schmidt,Vice President/General Manager Date: !t?�L{ �--- STATE OF: Florida COUNTY OF: Broward County Subscribed and sworn to I(or affirmed) before me,by means of M physical presence or❑online notarization, on 161 y l >ya.)— (date) by Dave Schmidt (name of affiant). He/She is personally known to me or has produced personally known (type of identification)as identification. �►x'�i"'. MICHELLE A.BOY z-ANotary Public-State of Florida Tfl = Commisslan a NH 2311471 0 a r~.." My Comm.Expires Feb 19,2026 t o Ionded through National Notary Assn. NOTARY PUBLIC My Commission Expires: a- �( 'l U 3 2698 NON-COLLUSION AFFIDAVIT I, Dave Schmidt of the city of Coconut Creek, FL according to law on my oath, and under penalty of perjury, depose and say that a. i am Vice President and General Manager of the firm of Enterprise Leasing Company of Florida. LLC the bidder making the Proposal for the project described in the Request for Proposals for Non-Exclusive On-Al r art Rental Car Concession 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 competitor; 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 full knowledge that Monroe County relies upon thaAa&of the statements Mal ed in this affidavit in awarding contracts for said proje . t ( gnature) Date: d �U STATE OF: COUNTY OF: Broward County Subscribed and swom to or oflirmed)before me,by means of ICE physical presence or❑online notarization, on___ 1 D�+-( !a t�y a— (date) by Dave Schmidt (name of affiant). He/She is personally known to me or has produced personally known (type of identification)as identification. MICHELLE R.BOY NOTARY PUBLIC f �`F Notary Public-State of Florida � Commissian.HH 230472 My Commission Expires: l l orM w atyr Comm.Expires Feb 19,2026 9onded through National Notary Assn. 4 2699 DRUG-FREE WORKPLACE FORM The undersigned vendor in accordance with Florida Statute 287.087 hereby certifies that: Enterprise Leasing Company of Florida, 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. 3. Give each employee engaged In providing the commodities or contractual services that are under bid a copy of the statement specified in subsection(1). 4. In the statement specified in subsection (1), notify the employees that, as a condition of working on the commodities or contractual services that are under bid, the employee will abide by the terms of the statement and will notify the employer of any conviction of, or plea of guilty or nolo contendere to, any violation of Chapter 893 (Florida Statutes)or of any controlled substance law of the United States or any state, for a violation occurring in the workplace no later than five (5) days after such conviction. 5. Impose a sanction on, or require the satisfactory participation in a drug abuse assistance or rehabilitation program if such is available in the employee's community, or any employee who is so convicted. 6. Make a good faith effort to continue to maintain a drug-free workplace through implementation of this section. As the person authorized to sign the statement, I certify s firm tom lies f ly wi the above requirements. (Signature) Dave Schmidt,Vice President/General Manager Date: I�{( CIO— STATE OF: Elnrida COUNTY OF: Broward County Subscribed and sworn to(or?ffirmed)before me,by means of IN physical presence or❑online notarization,on L �Ua-Y (date) by Days Scbmidt (name of affiant). He/She is personally known to me or has produced nall kno n (type of identification)as identification. E- ..-k i � MIC►+ELLE A.BOY Notary Public•State of Florida NOTAR PUBLIC Commissions NH 230472 rMy Comm,Expires Feb t9,2026 $onded through National notary Assn. My Commission Expires: 55 2700 PUBLIC ENTITY CRIME STATEMENT "A person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to public entity, may not be awarded or perform work as a CONTRACTOR, supplier,subcontractor,or CONTRACTOR under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list." Enterprise Leasing Company I have read the above and state that neither of Florida, LLG (Respondent's name) nor any Affiliate has been placed on the convicted vendor list within the last 36 months. (Signature) Dave Schmidt,Vice PresidentlGeneral Manager Date: STATE OF: Florida COUNTY OF: Broward County Subscribed and sworn to (or affirmed) before me, by means of EX physical presence or ❑ online notarization, on I I y f (date) by Da"Schmidt (name of affiant). He/She is personally known to me or has produced_ personally known (type of identification)as identification. Lm�i�. i..L � . &),L-- 4 MICHELLE R.BOY NOTARY PUBLIC Notary Public-State of Florida Commission#HH 230412 M Comm.Ex ires Feb 19 2026 M Commission Ex ires: r a y p Bonded through National Notary Assn. 2701 VENDOR CERTIFICATION REGARDING SCRUTINIZED COMPANIES LISTS Project Description(s): Non-Exclusive On-Airport Rental Car,Concession Respondent Vendor Name: Enterprise Leasing Company of Florida,LLC Vendor FEIN: 59-1664426 Vendor's Authorized Representative Name and Title: Dave Schmidt,Vice President/General Manager Address:5105 Johnson Road City:Coconut Creek State: FL Zip: 33073 Phone Number:954-354-5000 Email Address: dave.schmidtAehi.com Section 287.135,Florida Statutes prohibits a company from bidding on,submitting a proposal for,or entering into or renewing a contract for goods or services of any amount if, at the time of contracting or renewal,the company is on the Scrutinized Companies that Boycott Israel List, created pursuant 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 on either the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum 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 on behalf of Respondent,I hereby certify that the company identified above in the Section entitled"Respondent Vendor Name" is not listed on 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 in 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 may be terminated,at the option of the County,if the company 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 business operations in Cuba or Syria. Certified By: Dave Scbmbft A A who is authorized to sign on behalf of the above refer ced co p Authorized Signature: Print Name: Dave Sc idt Title: Vice President/General Mana er Note:The List are available at the following Department of Management Services Site: `7 2702 ACCOR"® CERTIFICATE OF LIABILITY INSURANCE D08/19//2022D/YYYY) 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 certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Marsh U.S.Operations Marsh USA,Inc. NAME: P AX 800 Market Street,Suite 1800 AtCONNo Ext: $66-966-4664 pC No): 212-948-0811 St.Louis,MO 63101 E-MAIL ADDRESS: StLouis.CertReq uest Marsh.Com INSURER(S)AFFORDING COVERAGE NAIC# CN 101 321765-STND-GAW-22-23 41KY EHI NoC INSURER A:The Travelers Indemnity Company of Connecticut 25682 INSURED Enterprise Holdings,Inc. INSURER B:Travelers Property Casualty Company of America 25674 and its subsidiaries INSURER C: 600 Corporate Park Drive INSURER D: St.Louis,MO 63105 INSURER E INSURER F: COVERAGES CERTIFICATE NUMBER: CHI-009348490-09 REVISION NUMBER: 7 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. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR INSD WVD POLICY NUMBER MMIDD MM/DD A X COMMERCIAL GENERAL LIABILITY HC2E-GLSA-474M7351-TCT-22 09/01/2022 09/01/2023 EACH OCCURRENCE $ 5,000,000 CLAIMS-MADE X...I OCCUR DAMAGE TO RENTED 1 00p pop PREMISES Ea occurrence $ X Fire Damage(Any One Fire) MED EXP(Any one person) $ 10,000 ........ ......... ......... ......... ........ PERSONAL&ADV INJURY $ 5,000,000 --------- ----------------------------------------------------------------------------------- ------------------------------------------------------....... ----------------------------------------------------- GEN'L AGGREGATE LIMIT APPLIES PER: GENERALAGGREGATE $ 15,000,000 X POLICY�I PROJECT �I LOC PRODUCTS-COMP/OP AGG $ 5,000,000 OTHER: $ A AUTOMOBILE LIABILITY HEEAP-474M7302-TCT-22 09/01/2022 09/01/2023 COMBINED SINGLE LIMIT $ 3,000,000 Ea accident X ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTYDAMAGE $ AUTOS ONLY AUTOS ONLY Per accident X SIR 2,000,000 $ UMBRELLALIAB OCCUR EACH OCCURRENCE $ EXCESS LAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ B WORKERS COMPENSATION UB-8P765351-22-NC-R(WI) 777/ 09/01/2023 X PER OTH- AND EMPLOYERS'LIABILITY STATUTE ER B Y/N HWXJUB-474M7074-22( )OH 09/01/2022 09/01/2023 ANYPROPRIETOR/PARTN ER/EXECUTIVE E.L.EACH ACCIDENT $ 1,000,000 B OFFICER/MEMBEREXCLUDED? ❑N N/A (Mandatory in NH) UB-8P137346-22-NC-T(AOS) 09/01/2022 09/01/2023 E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under *SEE ATTACHED* 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,maybe attached if more space is required) Re:GPBR:41 KY,Address:3491 S Roosevelt Blvd,Key West,FL 33040. Monroe County and BOCC is/are added as an additional insured(except Workers Compensation)where required by written contract. Auto coverage insures any Auto owned or leased by the named insured while operated by employees of the named insured. No coverage provided to renters under this policy. Waiver of Subrogation is applicable where required by written contract.See Attached. A"7 A � CERTIFICATE HOLDER CANCELLATION �. � Monroe County BOCC SHOULD ANY OF THE WAW K Insurance Compliance THE EXPIRATION D, PO Box 100085-FX ACCORDANCE WITH THE POLICY PROVISIONS. Duluth,GA 30096 AUTHORIZED REPRESENTATIVE of Marsh USA Inc ©1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25(2016103) The ACORD name and logo are registered marks of ACORD 2703 AGENCY CUSTOMER ID: CN101321765 LOC#: St. Louis ACOOR 0 ADDITIONAL REMARKS SCHEDULE Page 2 of 2 AGENCY NAMED INSURED Marsh USA,Inc. Enterprise Holdings,Inc. and its subsidiaries POLICY NUMBER 600 Corporate Park Drive St.Louis,MO 63105 CARRIER NAIC CODE EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate of Liability Insurance Workers'Compensation Continued: Camer:The Standard Fire Ins.Co. Policy#:UB-35878596-22-NC-F(Excess MN) Effective Date:09/01/2022 Expiration Date:09/01/2023 Workers Compensation coverage for employees in Puerto Rico and in the States of North Dakota,Washington and Wyoming is provided through the Monopolistic State programs.Workers Compensation coverage for employees in Ohio is self-insured.Workers Compensation policy#UB-8P137346-22-NCT provides Employers Liability for all States with the exception of Wisconsin.Policy#UB-8P765351-22-NCR provides Employers Liability for Wisconsin. With regards to The Travelers Indemnity Company of Connecticut General Liability Policy#HC2E-GLSA-474M7351-TCT-22 and Automobile Liability policy#HEEAP-474M7302-TCT-22: In the event Travelers Indemnity Company of Connecticut(the insurer)cancels the General Liability policy or the Automobile policy prior to the expiration date shown in the Declarations for any reason other than nonpayment of premium,the insurer will provide 30 days advance written notice(10 days in the event the insurer cancels for nonpayment of premium)to the certificate holder. With regards to the Travelers Property Casualty Co of American AOS WC policy number UB-8P137346-22-NC-T and WI WC policy number UB-8P765351-22-NC-R: Except for non-payment of premium by Enterprise Holdings,Inc.Travelers Property Casualty Co of America(the insurer)agrees that no cancellation or limitation of this policy shall become effective until 30 day's written notice has been mailed to Enterprise Holdings,Inc.and to the person or organization at the address provided to the insurer. ACORD 101 (2008101) ©2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD 2704 MMD INSURED., THE CRAWFORtD GROUP, INC. EFFECTIVE DATE: 09-01-22 POLICY NUMBER: HE-EAP-474b17302-TCT-22 ISSUE DATE: 08-02-22 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED PERSON OR ORGANIZATION - NOTICE OF CANCELLATION, NONRENEWAL OR MATERIAL LIMITATION OF COVERAGE PROVIDED BY US This endorsement modifies insurance provided under the following: ALL COVERAGE PARTS INCLUDED IN THIS POLICY SCHEDULE CANCELLATION: Number of Days Notice: 30 WHEN WE DO NOT RENEW(Nonronerwal): Number of Days Notice: MATERIAL LIMITATION OF COVERAGE: Number of Days Notice: PERSON OR ORGANIZATION: see Endorsement No. 28 ADDRESS: PROVISIONS in such Schedule. We will mail such notice to the A. If we cancel this policy for any legally permitted address shown in the Schedule above at least the reason other than nonpayment of premium, and a number of days shown for When We Do Not number of days is shown for Cancellation in the Renew (Nonrenewal) in such Schedule before the Schedule above, we will mail notice of effective date of nonrenewal. cancellation to the person or organization shown C. If we add a material limitation on the coverage in such Schedule.We will mail such notice to the provided by this policy, and a number of days is address shown in the Schedule above at least the shown for Material Limitation Of Cove number of days shown for Cancellation in such rage in the Schedule above, we will mail notice of such Schedule before the effective date of cancellation. limitation to the person or organization shown in B. If we do not renew this policy for any legally such Schedule. We will mail such notice to the permitted reason other than nonpayment of address shown in the Schedule above at least the premium, and a number of days is shown for number of days shown for Material Limitation Of When We Do Not Renew (Nonrenewal) in the Coverage in such Schedule before the effective Schedule above, we will mail notice of date of such limitation. nonrenewal to the person or organization shown IL T3 54 0919 2019 The Travelers Indemnity company.All rights reserved. Page 1 of 1 2705 NAMED INSURED: THE CRAWFORD GROUP, INC. EFFECTIVE DATE: 09-01-22 POLICY NUMBER: HC2E-GLSA-474M7351-TCT-22 ISSUE DATE: 08-03-22 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED PERSON OR ORGANIZATION - NOTICE OF CANCELLATION PROVIDED BY US This endorsement modifies insurance provided underthe following: ALL COVERAGE PARTS INCLUDED IN THIS POLICY SCHEDULE CANCELLATION: Number of Days Notice: 60 PERSON OR ORGANIZATION: Any person or organization to whom you have agreed in a written contract that notice of cancellation or nonrenewal of this policy will be given, but only if: 1. You see to it that we receive a written request to provide such notice, including the name and address of such person or organization, after the first Named Insured receives notice from us of the cancellation of this policy; and 2. We receive such written request at least 14 days before the beginning of the applicable number of days shown in this endorsement. ADDRESS: The Address for that person or organization included in such written request from you to us. PROVISIONS If we cancel this policy for any legally permitted reason other than nonpayment of premium, and a number of days is shown for Cancellation in the Schedule above, we will mail notice of cancellation to the person or organization shown in such Schedule. We will mail such notice to the address shown in the Schedule above at least the number of days shown for Cancellation in such Schedule before the effective date of cancellation. IL T4 05 05 19 0 2019 The Travelers lndemntty Company.All ilghts reserved. Page 1 of 1 2706 NAMED INSURED: ENTERPRISE HOLDINGS, INC. EFFECTIVE DATE: 09-01-22 AimWORKERS COMPENSATION TRA lil'{�ELERS J AND EMPLOYERS LIABILITY POLICY ENDORSEMENT WC 99 66 R3(00) POLICY NUMBER: UB-8P137346-22-NC-T NOTICE OF CANCELLATION TO DESIGNATED PERSONS OR ORGANIZATIONS The following is added to PART SIX—CONDITIONS: Notice Of Cancellation To Designated Persons Or Organizations If we cancol this policy for any reason other than non-payment of premium by you,we will provide notice of such cancellation to each person or organization designated in the Schedule below.We will mail or deliver such notice to each person or organization at its listed address at least the number of days shown for that person or organiza- tion before the cancellation is to take effect. You are responsible for providing us with the information necessary to accurately complete the Schedule below. If we cannot mail or deliver a notice of cancellation to a designated person or organization because the name or address of such designated person or organization provided to us is not accurate or complete, we have no responsibility to mail, deliver or otherwise notify such designated person or organization of the cancellation. SCHEDULE Number of Name and Address of Designated Persons or Organizations: Days Notice ANY PERSON OR ORGANIZATION WITH WE= YOU HAVE AGREED 30 IN A WRITTEN CONTRACT THAT NOTICE OF CANCELLATION OF THIS POLICY WILL BE GIVEN, BUT ONLY IF: 1. YOU SEE TO IT THAT WE RECEIVE A WRITTEN REQUEST TO PROVIDE SUCH NOTICE■ INCLUDING THE NAME AND ADDRESS OF SUCH PERSON OR ORGANIZATION, AFTER THE FIRST NAMED INSURED RECEIVES NOTICE FROM US OF THE CANCELLATION OF THIS POLICY! AND 2. WE RECEIVE SUCH WRITTEN REQUEST AT LEAST 14 DAYS BEFORE THE BEGINNING OF THE APPLICABLE NUMBER OF DAYS SHOWN IN THIS ENDORSEMEZiT. IN THE EVENT WE CANCEL THE POLICY PRIOR TO THE EXPIRATION DATE SHOWN IN THE DECLARATIONS FOR ANY REASON OTHER THAN NONPAYMENT OF PREMIUM, WE WILL PROVIDE 30 DAYS ADVANCE WRITTEN NOTICE (10 DAYS IN THE EVENT WE CANCEL FOR NONPAYMENT OF PREMIUM) TO THE CERTIFICATE HOLDER SHOWN IN THE ABOVE SCHEDULE. ADDRESS: T8$ ADDRESS FOR THAT PERSON OR ORGANIZATION INCLUDED IN SUCH WRITTEN REQUEST FROM YOU TO US. DATE OF ISSUE: 08-04-22 ST ASSIGN: Page 1 of 3 ®2013 The Twelem Indemnity Company.All rights reserved. 2707 A1110011111k WORKERS COMPENSATION TRAVELERSJ AND ONE TOWER SQUARE EMPLOYERS LIABILITY POLICY HARTFORD CT 06183 ENDORSEMENT WC 48 06 06( B) POLICY NUMBER: UB-8P765351-22-NC-R WISCON SIN CANCELLATION AND NONRENEWAL ENDORSEMENT This endorsement applies only to the insurance provided by the policy because Wisconsin is shown in Item 3.A. of the Information Page. The Cancellation Section (D) of the Part Six-Conditions is deleted and replaced by the following: A. Cancellation 1. You may cancel this policy. You must mail or deliver advance written notice to us stating when the cancellation is to take effect. If you purchase replacement insurance, the cancellation becomes effective on the date the new coverage becomes effective. If no replacement coverage is purchased, the cancellation will be effective thirty (30) days after receipt of written notice by the Wisconsin Compensation Rating Bureau. 2. We may cancel this policy for any reason if the policy has been in effect for less than sixty (60) days. If the policy is issued for a term longer than one year or for an indefinite term, we may cancel the policy for any reason on an annual anniversary of the policy effective date. We may cancel the policy at any other time for the following reasons: a. you fail to pay all premiums when due, however, we must deliver or mail, first class, not less than thirty (30) days advance written notice stating when the cancellation is to take effect; b. a material misrepresentation, c. a substantial breach of the obligations, conditions or warranties under the policy; or d. a substantial change in the risk we assumed under the policy unless it was reasonable for us to foresee the change or expect the risk when we issued the policy. 3. If we cancel for any permissible reason other than non-payment of premium, we must deliver or mail, first class, not less than* thirty (30) days notice stating when the cancellation is to take effect. Mailing that notice to you at your mailing address shown in Item 1 of the Information Page will be sufficient to prove notice. 4. The policy period will end on the day and hour stated in a notice of cancellation. B. Nonrenewal 1. You have the right to have the insurance renewed unless we deliver or mail to you not less than* sixty (60) days advance written notice stating our intention not to renew this policy. 2. We do not have to renew the insurance if you do not pay the renewal premium billing by the due date or if you accept replacement insurance, are insured elsewhere, requested or agree to nonrenewal, or if the policy is expressly designated as being nonrenewable. 3. If we renew the insurance, we may use the policy forms, rates and rating plans we are then using for similar risks. We may limit the policy to a term equivalent to the term of the expiring policy or one year whichever is less. 4. If we offer to renew the policy on less favorable terms, we will mail or deliver written notice of the new terms by first class mail to you, the policy holder, at least sixty (60) days prior to the renewal date. The definition of "terms" does not include manual rates, experience modification factors, or classification of risks. DATE OFISSUE: 07-18-22 ST ASSIGN: 2708 A00111k WORKERS COMPENSATION TRAVELERSJ AND ONE TOWER SQUARE EMPLOYERS LIABILITY POLICY HARTFORD CT 06183 ENDORSEMENT WC 48 06 06( B) POLICY NUMBER: UB-8P765351-22-NC-R If we provide such notice within sixty (60) days prior to the renewal date, the new terms will not take effect until sixty (60) days after written notice is mailed or delivered, in which case, you, the policy holder, may elect to cancel the renewal policy at any time during the sixty (60) day period. The notice will include a statement of your right to cancel. If you elect to cancel the renewal policy during the sixty (60) day period, the return premium or additional premium charges shall be calculated proportionally on the basis of the old premiums. We need not mail or deliver this notice if the only change adverse to you is a premium increase that, (a) is less than 25%; or, (b) results from a change based on your action that alters the nature and extent of the risk insured against, including, but not limited to, a change in the classifications for the business. *Any written agreement attached to and made a part of the policy, between the insurance carrier and policyholder which extends the cancellation or nonrenewal notification timeframe, will supersede the aforementioned notification requirements found in items A.3., and B.1- respectively, GATE' OFISSUE: 07-18-22 ST ASSIGN: 2709