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Resolution 279-1986 . - ...., Art Skelly Director of Airports RESOLUTION NO. 279-1986 A RESOLUTION AUTHORIZING THE MAYOR AND CHAIRMAN OF THE BOARD OF COUNTY COMMIS- SIONERS OF MONROE COUNTY TO APPROVE AND EXECUTE A RENTAL CAR CONCESSION AGREEMENT AND AN ADDENDUM TO AGREEMENT BY AND BETWEEN MONROE COUNTY AND AVIS RENT A CAR SYSTEM, INC. , FOR THE KEY WEST INTERNATIONAL AIRPORT. BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA, as follows: That the Mayor and Chairman of the Board of County Commis- sioners of Monroe County, Florida, is hereby authorized to approve and execute a Rental Car Concession Agreement and Addendum to Agreement by and between Monroe County and Avis Rent a Car System, Inc., a copy of same being attached hereto, for the Key West International Airport. PASSED AND ADOPTED by the Board of County Commissioners of Monroe County, Florida, at a regular meeting of said Board held on the 5th day of September, A.D. 1986. BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA ~'..'aJ ~:,,~~ By - .... -. ,/ Mayor/Chairman (Seal) Attest pANNX L. KOLHAGE, ~lerk ~~.f~l)L A~O"'D AS TO FORM A LE ~L SU:FICIENCV. 8Y ~ Attorney's Office RENTAL CAR CONCESSION AGREEMENT THIS AGREEMENT, made and entered into this 5th day of S(tft-e."""~e.r , 1986, by and between Monroe County, a municipal corporation organized and existing under the laws of Florida (hereinafter called "Lessor"), and Avis Rent A Car System, Inc., a Delaware corporation, qualified to do business in the State of Florida (hereinafter called "Lessee"); WHEREAS, Lessor desires to grant to Lessee a non-exclusive right to operate an automobile rental concession at and from Key West International Airport at Key West, Florida (hereinafter called the "Airport"; and WHEREAS, Lessor and Lessee desire, in connection with said operations, to provide for the leasing by Lessor to Lessee of certain space in and around the Airline Terminal at the Airport for th establishment of a Rental Car Concession to accommodate the Lessee's customers and provide space for the temporary placement of rental ready vehicles and for other purposes in connection with said operations, all as hereinafter more specifi- cally provided; NOW, THEREFORE, in consideration of the premises and of mutual covenants and promises hereinafter contained, the parties hereto do hereby agree as follows: 1. Premises - Lessor hereby leases to Lessee for its non- exclusive use the rental car counter located in the airline terminal Key West, Monroe County, Florida, said counter contain- ing 225 square feet, to be replaced by a new 288 square foot counter/back office area effective November 1, 1985, as shown on Exhibit A attached hereto and made a part hereof; and in addition thereto, hereby provides 30 rental car ready spaces as reflected by the attached exhibit B in area designated "Rental Car Ready Area". 2. Term - This Agreement is for a term of five years, commencing May 1, 1985. 3. Rental and Fees - Lessee, for and during the term hereof, shall pay to Lessor for the use and occupancy of said Basic Premises and for therights and privileges herein granted it ~(~d {).c-f at the following scheduled rates and fees: (a). Counter Rental: Counter space rental will be paid for at the following rates: Key West International Airport - $11.12/sq.ft./annum Counter rental space includes that space physically enclosed by the counter, side partitions and backwall. These rates, which are currently equal to the airline rental rate for publicly exposed space, will be adjust- ed biennially. This rate includes the operating and maintenance expense directly related to the airline terminal cost center plus allocated administrative cost plus return on investment. In 1984 airline terminal operating, maintenance and allocated administrative costs accounted for $7.09 of the $11.12 rate at Key West. The biennial adjustment will equal the actual percentage increase, not to exceed 10%, in the operat- ing, maintenance and administrative components of the floor rental rates. (b). Ready spaces: No charge. (c). Concession Fee: Guaranteed minimum annual conces- sion fee for each contract year of the five (5) year term of this concession agreement shall be in the following amounts: For the First year of said term: $ 35,496.00. For the Second " " II " $ 36,504.00. For the Third " " " " $ 37,500.00. For the Fourth " " " " $ 38,496.00. For the Fifth " " " " $ 39.504.00. The Lessee agrees to pay monthly ten (10) percent of gross revenues for the previous month or one twelfth (1/12) the guaranteed annual minimum, whichever is greater. In the event, the total amount paid during anyone year period, under this method, exceeds ten 2 percent of gross revenues or the annual minimum guaran- tee, whichever is greater, for that one year period, an adjustment will be made to the first months fee for \\~=\<:.J ~e:I the next subsequent period or, at the end of the fifth year, reimbursement will be made within thirty days. A performance bond in the amount of $25,000 (twenty five thou- sand dollars) shall be provided the Board of County Commission- ers and shall be held in escrow as security to ensure confor- mance with the Contract Provisions. It is not the intent of the County to call the bond for rental payments unless there is a .violation of the Contract. 4. Definition of Gross Receipts - As used herein, the term "gross receipts" shall mean the total sum of money, from charges for net time, mileage, and personal accident insurance, paid or payable, whether by cash or credit, (after any discount specifically shown on the car rental agreement), by the customer to concessionaire for or in connection with the use of vehicle contracted for, delivered or rented to the customer at the airport, regardless of where the payment is made or where the vehicle is returned. The concessionaire for the purpose of its concession rentals shall report all income, both cash and credit, in its monthly gross receipts statement. 5. Accounting Procedures - The concessionaire shall keep records of all sales and revenues, whether for cash or credit, whether collected or not from it operations in a manner general- ly accepted as standard to the automobile rental industry located on airports. Lessee agrees to operate its business upon the airports so that a duplicate rental agreement invoice, serially pre-numbered, shall be issued for each sale or trans- action whether for cash or credit. Lessee further agrees that it will make available to Monroe County, a full and complete book of accounts and other records required by the County to provide a true account of all revenues pertaining to its opera- tions under the provisions hereof. The County, acting through its Finance Director or other authorized representative, shall have the right to inspect and audit the concessionaire's books 3 of accounts and other records in Monroe County, Florida. Know- ingly furnishing the County a false statement of its gross sales under the provisions hereof will constitute a default by conces- sionaire of this agreement and the County, may at its option, declare this contract terminated. 6. Abatement of Minimum Guarantee - In the event that (1) for any reason the number of passengers deplaning on scheduled airline flights at the airport during any period of thirty (30) consecutive days shall be less than sixty percent (60%) of the number of such deplaning passengers in the same period in the preceding calendar year, or in the event that (2) in the opinion of the Board of County Commissioners, the operation of Lessee's car rental business at the airports is affected through no fault of Lessee by shortages or other disruption in the supply of automobiles, gasoline, or other goods necessary thereto, and said shortages or other disruption results in the material diminution in Lessee's gross receipts hereunder for a period of at least thirty (30) days, and said shortage or other disruption is not caused by a labor dispute with Lessee, such diminution to be satisfactorily demonstrated by Lessee to the Board of County Commissioners then, in either event, the Minimum Guarantee Fee should be abated for the period of time such condition continues to exist. During said period of time, Lessee shall continue to pay to airport ten (10%) of gross receipts from the operations hereunder as hereinbefore defined. 7. Rental Reimbursement - In consideration for the concessionaire paying for the demolition of the existing rental counter/office area and the construction of the new counter and back office area which shall mean outside walls, interior counter shell and supporting back office wall, connecting doors and--ut-i-i.-i-t:-i-e-e- and the paving of the rental car ready area at Key "":\..'~<.f West, which the County acknowledges is its responsibility, the monthly rental due the County as per this agreement will be used to offset the amount paid by the concessionaire contractors for work actually performed on the to independent lofi-ice area .c counter ~~- at ~'-'J performed in ~ Key West including materials furnished or labor 4 connection therewith. The County will contract for the paving of the rental car ready area. Minimum annual guarantee, per- centage fee and square footage rental rate will be fully abated until the concessionaire's prepayment of the construction cost of the ready car area paving and rental counter/back office area are recovered. The concessionaire shall cause the keeping of records that will clearly distinguish between cost associated with the construction of the counter shell and leasehold im- provements. The cost of construction will be shared by all concessionaires equally. 8. Investment by the Lessee - All leasehold improvements and their titles shall vest immediately in Monroe County upon their acceptance by the County. Furniture, furnishings, fix- tures and equipment will remain the personal property of conces- sionaire and may be removed upon termination of the agreement, provided all its accounts payable to the County are paid at that time, or in the event the County does not purchase same. 9. Leasehold Improvements - Lessee has the right during the term hereof, at its own expense, at any time from time to time: to install, maintain, operate, repair, and replace any and all trade fixtures and other personal property useful from time to time in connection with its opera- tions on the Airport, all of which hall be and remain the .property of Lessee and may be removed by Lessee prior to or within a reasonable time after expiration of the term of this Agreement, provided, however, that Lessee shall repair any damage to the premises caused by such removal. The failure to remove trade fixtures or other personal property shall not constitute Lessee a hold-over, but all such property not removed within ten (10) days after Lessee receives a written demand for such removal shall be deemed abandoned and there- upon shall be the sole property of Lessor. Leasehold improvements shall include any installation of walls, partitions, doors and windows, any electrical wiring, panels, 5 conduits, service connections, receptacles or lighting fixtures attached to walls, partitions, ceilings, or floor, all interior finish to floors, walls, doors, windows or ceilings; and all floor treatments or covering, other than carpeting, that is affixed to floors; sanitary disposal lines and sinks, commodes, and garbage disposal units; all heating, air treatment or ven- tilating distribution systems, including pipes, ducts, vent- hoods, air handling units and hot water generators; and all refrigerator rooms or vaults and refrigerated waste rooms includ- ing refrigeration or ventilating equipment included with same. Any furniture, fixtures, equipment, carpeting and draperies not classified as leasehold improvements above shall be the personal property of the concessionaire. 10. 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(s) and the concessionaire hereby agrees to repay or be responsible to Monroe County for all damages to the property of the County which may be caused by an act or omission on the part of the concessionaire, its agents, servants, or employees and except to the extent that such damage to the property is covered by insurance required to be provided by the concessionaire under any provisions hereof, or is provided by the concessionaire under any provisions hereof, or is provided by Monroe County (except subrogation rights of the County's carrier) concessionaire shall pay, on behalf of the County, all sums which the County shall become obligated to pay by reason of the liabil- ity, if any, imposed by law upon the County for damages because of bodily injury, including damages for care and loss of service, including death at any time resulting from bodily injury and because of injury t%r destruction of property, including the loss or use thereof which may be caused by or result from any of the activities, omission, or operations of the concessionaire, its agents, servants, or employees on the airports. 11. Other Development of Airport - Monroe County reserves the right to further develop or improve the landing area of the 6 airports as its sees fit, regardless of the desires or views of the concessionaire, and without interference or hindrance, provided; however, that in no event can the County deprive the concessionaire of reasonable and direct routs of ingress and egress to the premises. 12. Terminal Area Planning - Lessee acknowledges that Monroe County has Master Plans including terminal area revisions. Lessee hereby agrees to cooperate to the fullest with the County, especially in those areas of terminal improvements which may at some time cause relocation of rental car facilities. The County will provide space for rental car facilities in any new terminal area. Costs for relocation will be borne by the County. 13. Utilities - Electricity and water will be supplied to the leasehold area by the Lessor. A monthly fee will be charged for the use of a trash dumpster which will shared by all airline terminal tenants. 14. 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 pay all charges for the trash dumpster assessed to him; (c) to make no alterations, additions, or improvements to the demised premises without the prior written consent of Lessor, which consent hall not be unreasonable withheld; (d) to keep and maintain the demised premises in good condition, order, and repair during the term of this Agreement, and to surrender the same upon the expiration of the term in the condition in which they are required to be kept, reasonable wear and tear and damage by casualty, not caused by Lessee's negli- gence, riot and civil commotion, excepted; (e) to observe and comply with any and all require- ments 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, includ- ing, but not limited to, rules and regulations promulgated from time to time by or at the direction of Lessor for administration of the Airport; 7 (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 term of this Agreement; (g) 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, it being understood and agreed that for purposes hereof the term "full insurable value" sh~ll be deemed to be that amount for which a prudent owner in like circumstances would insure similar proper- ty, but in no event an amount in excess of Lessee's original cost of constructing said fixed improvements; and, (h) to control the conduct, manner, and appearance of its officers, agents and employees, and any objection from the Director of Airports concerning the conduct, manner or appearance of such persons, concessionaire shall forthwith take steps necessary to remove the cause of the objection. 15. Lessor's Inspection and Maintenance - Lessor and its authorized officers, employees, agents, contractors, sub- contractors and other representatives shall have the right to enter upon the demised premises for the following purposes: (a) to inspect the demised premises at reasonable intervals during regular business hours (or at any time in case of emergency) to determine whether Lessee has complied and is complying with the terms and conditions of this agreement with respect thereto; or (b) to perform essential maintenance, repair, relo- cation, or removal of existing underground and overhead wires, pipes, drains, cables and conduits now located on or across the demised premises, and to construct, maintain, repair relocate and remove such facilities in future if necessary to carry out the master plan of development of the Airport, provided, however, that said work shall in no event disrupt or unduly interfere with the operations of Lessee, and provided further, that the entire cost of such work, including but not 8 limited to the cost of rebuilding, removing, relocating, protecting or otherwise modifying any fixed improvements at any time erected or installed in or upon the demised premises by Lessor, Lessee or third parties, as a result of the exercise by Lessor of its rights hereunder, and the repair of all damage to such fixed improvements caused thereby, shall be borne solely by Lessor. 16. Indemnification - Lessee shall indemnify and hold Lessor forever harmless from and against all liability imposed upon Lessor by reason of legal liability for injuries to persons, or wrongful death, and damages to property caused by Lessee's operations or activities on such premises or elsewhere at the Airport, provided that Lessor shall give Lessee prompt and timely notice of any claim made against Lessor which may result in a judgment against lessor because of such injury or damage and promptly deliver to Lessee any papers, notices, documents, summonses, or other legal process whatsoever served upon Lessor or its agents, and provided, further, that Lessee and its insur- er, or either of them, shall have the right to investigate, compromise, or defend all claims, actions, suits, and proceedings to the extent of Lessee's interest therein; and in connection therewith the parties hereto agree to faithfully cooperate with each other and with Lessee's insurer or agents in any said action. 17. Liability Insurance - The Lessee agrees to indemnity and hold the County of Monroe free and harmless from any and all claims, suits, loss or damage, or injury to persons or property of whatsoever kind and nature in its operation, construction, and maintenance of this concession or in the exclusively occupied area of the concessionaire. A. GENERAL The Lessee shall procure and maintain insurance of the types and to the limits specified in paragraphs (1) through (4) inclu- sive below. 9 The Lessee shall require each of his subcontractors to procure and maintain, until completion of that subcontractor's work, insurance of the types and to the limits specified in para- graphs (1) through (4) inclusive below. It shall be the respon- sibility of the concessionaire to ensure that all his subcontrac- tors comply with all of the insurance requirements contained herein relating to such subcontractors. B. COVERAGE Except as otherwise stated, the amounts and types of insur- ance shall conform to the following minimum requirements: (1) Workmen's compensation - Coverage to apply for all employees for Statutory Limits in compliance with the applicable state and federal laws. In addition, the policy must include Employers' Liability with a limit of $100,000 each accident. (2) Comprehensive General Liability - Coverage must include: a. Minimum limits of $100,000 per person and $300,000 per occurrence for Bodily Injury Liability and $25,000 for Property Damage Liability. b. Premises and/or Operations. c. Independent Contractors. d. Products and/or Completed Operations. e. Additional Insured - Monroe County is to specifically be included as an additional insured (including products). (3) Business Auto Policy - Coverage must include: a. Minimum Limits of $100,000 per person and $300,000 per occurrence for Bodily Injury Liability and $25,000 for Property Damage Liability. b. Owned Vehicles. c. Hired and Non-Owned Vehicles. d. Employer Non-Ownership. (4) Certificate of Insurance - Certificates of all insurance required from the Lessee shall be filed with the County. Certificates from the insurance carrier, stating the types of coverage provided, limits 10 of liability, and expiration dates, shall be filed with the County before operations are commenced. The required certificates of insurance shall not only name the types of policies provided, but shall also refer specifically to this contract and section and the above paragraphs in accordance with which such insurance is being furnished, and shall state that such insurance is as required by such paragraphs of this contract. If the initial insurance expires prior to the completion of the contract, renewal certificates shall be furnished thirty (30) days prior to the date of expiration. 18. Non Discrimination - Lessee shall furnish all services authorized under this agreement on a fair, equal, and non- discriminatory basis to all persons or users thereof, charging fair, reasonable, and non-discriminatory prices for all items and services which it is permitted to sell or render under the provisions hereof. Provided, however, that nothing contained in this paragraph or in any other paragraph of this Agreement shall be construed as requiring the Lessee to seek approval by Monroe County before or after Lessee establishes or alters its rental car rates. 19. Rules and Regulations - Lessee agrees to observe and obey, during the term of the contract, all laws, ordinances, rules and regulations promulgated and enforced by the County and y any other proper authority having jurisdiction over the conduct of the operations at the airports. Within thirty (30) days from th date of this contract, the County shall provide the Lessee a written list of all rules and regulations which it has promulgat- ed up until that time and which will effect the Lessee's opera- tions hereunder. In the even new rules and regulations and contemplated, written notice of same shall be furnished to Lessee, and Lessee will be given thirty (30) days to comply. In the even that Lessee should determine that any contemplated rule or regulation unreasonably hinders him in his operation under this Lease, the Lessee shall so notify the County, and the parties hereto agree that any problems arising incident thereto 11 will, as much as possible, be worked out between the parties without the necessity to resort to further legal remedies. 20. Furnishing of Service - The Lessee further covenants and agrees that he will, at all times during the continuance of the term, hereby demised and any renewal or extension thereof, conduct, operate, and maintain for the benefit of the public, the rental car concession provided for an described herein, and all aspects and parts and services thereof as hereinabove defined and set forth, and will make all such facilities and services avail- able to the public and that he will devote his best efforts for the accomplishments of such purposes. 21. United States' Requirements - This Lease shall be subject and subordinate to the provisions of any existing or future agreement between the Lessor and the United States re1a- tive to the operation or maintenance of the Airport, the exe- cution of which has been or may be required by the provisions of the Federal Airport Act of 1946, as amended, or any future act affecting the operation or maintenance of the Airport, provided, however, that Lessor shall, to the extent permitted by law, use its best efforts to cause any such agreement to include pro- visions protecting and preserving the rights of Lessee in and to the demised premise and improvements thereon, and to compensation for the taking thereof, and payment for interference therewith and for damage thereto, caused by such agreement or by actions of the Lessor or the United States pursuant thereto. 22. Lessor's Covenants - The Lessor covenants and agrees that: (a) Lessor is the lawful owner of the property demised hereby, that it has lawful possession thereof, and has good and lawful authority to execute this Lease; and, (b) throughout the term hereof Lessee may have, hold and enjoy peaceful and uninter- rupted possession of the premises and rights herein leased and granted, subject to perfor- mance by Lessee of its obligations herein. Cancellation by Lessor - If any of the following events 23. occur, the Lessee shall be deemed to be in default of its obliga- tions under the agreement, in which case Monroe County shall give the Lessee notice in writing to cure such default within thirty 12 days, or the concession will be automatically cancelled at the end of that time and such cancellation will be without forfei- ture, waiver, or release of the County's right to any sum of money due pursuant to this agreement for the full term hereof: (a) if Lessee shall make a general assign- ment for the benefit of creditors, or file a voluntary petition in bankruptcy or a peti- tion or answer seeking its reorganization of 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 he appointment of a receiver, trustee, or liquidator of all or substantially all of the property of Lessee; (b) if by 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 reorga- nization, or the readjustment of its indebt- edness under the Federal Bankruptcy Laws or any law or statute of the Untied states or any state, territory, or possession thereof or under the law of any other state, nation, or government, provided, that if any 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 of governmental authority, board, agency, or officer having jurisdic- tion, 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 contest the same, any notice of cancellation shall be and become null, void and no effect; (d) if Lessee fails to pay the rental charges or other money payments required by this instrument and such failure hall not be remedied within thirty (30) days following receipt by Lessee of written demand from Lessor so to do; (e) if Lessee defaults in fulfilling any of the terms, covenants, or conditions required of it hereunder and fails to remedy said default within thirty (30) days following receipt by Lessee of written demand from Lessor so to do, of if, by reason of the nature of such default the same cannot be remedied within thirty (30) days following receipt by Lessee of written demand from Lessor so to do, then, if Lessee shall have failed to commence the remedying of such default within said thirty (30) days follow- ing such written notice, or having so com- 13 menced, shall fail thereafter to continue with diligence the curing thereof. (f) If the Lessee shall desert or abandon the premises for seven (7) consecutive calendar days; or (g) If the concession or the estate of the Lessee hereunder shall be transferred, subleased, or assigned in any manner except in the manner as herein permitted; or (h) If the Lessee shall fail to pay any validly imposed tax; assessments; utility rent, rate, or charge; or other governmental imposition; or any other charge or lien against the premises leased hereunder within any grace period allowed by law, or by the governmental authority imposing the same, during which payment is permitted without penalty or interest; in complying with this subparagraph the Lessee does not waive his right to protest such tax, assessment, rent, rate or charge; or (i) If the Lessee fails to provide service as required by specifications on five days during any thirty day period, unless such failure is caused by an act of God, national emergency or a labor strike of which the Lessee has given the County immediate notice, the concession may be cancelled within thirty days of the giving of notice by the County and the Lessee shall not be permitted to cure such default. 24. 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 the same and the right to invoke any remedy allowed by law or inequity, 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 of Monroe County from Lessee after the cancellation or termination hereof shall reinstate, continue or extend the term, or affect any notice previously given to Lessee, or operate as a waiver of the right of the County to enforce the payment of rentals and other charges then due or thereafter falling due, or operate as a waiver of the right of the County to recover possession of the premises by suit or otherwise. It is agreed that, after the service of notice to cancel or terminate 14 as herein provided, or after the commencement of any proceeding, or after a final order for possession of the premises, the County may deman 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 premi- ses, or at the election of the County on account of Lessee's liability hereunder. THe parties agree that any litigation arising out of the agreement shall be brought in Monroe County, Florida, and determined under the laws of the State of Florida, Lessee will pay any reasonable attorney's fees incurred if the County prevails int he enforcement of the agreement, regardless of whether or not a lawsuit is filed, including but not limited to all costs and attorney's fees incurred in collecting, trial, bankruptcy or reorganization proceedings or appeal of any matter hereunder and all cost, charges and expenses incurred herein. 25. Cancellation by Lessee - Lessee shall have the right, upon written notice to Lessor, to cancel this Agreement in its entirety upon or after the happening of one or more of the following events, it said event or events is then continuing: (a) the issuance by any court of apparent competent jurisdiction of an injunction, order, or decree preventing or restraining the use by Lessee of all or any substantial part of the demised premises or preventing or restraining the use of the Airport for usual airport purposes in its entirety, or the use of any part thereof which may be used by Lessee and which is necessary for Lessee's operations on the Airport, which remains in force unvacated or unstayed for a period of at least one hundred twenty (120) days; (b) the default of Lessor in the performance of any of the terms, covenants, or conditions required of it under this instrument and the failure of lessor to cure such default within a period of thirty (30) days following receipt of written demand from Lessee so to do, 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 0 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 there- tofore conducted, for a period of at least ninety (90) days, because of (i) any law, 15 (ii) any rule, order, judgment, decree, regulation, or other action or non-action of any Governmental authority, board, agency or officer having jurisdiction thereof; (d) if the fixed improvements placed upon the demised premises are totally destroyed, or so extensively damaged that it would be imprac- ticable 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 improve- ments can be restored to their prior condi- tion within a reasonable time, then Lessee shall restore the same with reasonable promptness, and shall be entitled to receive and apply the proceeds of any insurance covering such loss to said restoration, in which event this Agreement shall not be cancelled but shall continue in full force and effect, and in such case any excess thereof shall belong to Lessee; (e) in the event of destruction of all or a material portion of the Airport or the Airport facilities, or in the event that any agency or instrumentality of the United States Government, or any state or local government occupies the Airport or a substan- tial part thereof, or in the event of mili- tary mobilization or public emergency wherein there is a curtailment, either by executive decree or legislative action, or normal civilian traffic at the Airport or the use of motor vehicles or airplanes by the general public, or a limitation of the supply of automobiles or of automotive fuel, supplies, or parts for general public use, and any of said events results in material interference with Lessee's normal business operations or substantial diminution of Lessee's gross revenue from its automobile rental concession at the Airport, continuing for a period in excess of fifteen (15) days; (f) in the event that at any time prior to or during the term of this agreement, Les- see's presently existing right to operate an automobile rental concession at the Airport is withdrawn, cancelled, terminated, or not renewed by Lessor; (g) the taking of the whole or any part of the demised premises by the exercise of any right of condemnation or eminent domain; (h) if at any time during the basic term or option term of this Lease a majority of the scheduled air transportation serving the local area no longer operates form the Airport; or, (i) if at any time during the basic term hereof or the option periods, the Airport or terminal building is removed to a place more 16 than three (3) road miles distant from its present location. 26. Lessee's Reserved Rights - Nothing contained in this Agreement shall limit or restrict an 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 exercis- ing governmental powers, for damages or compensation by reason of the taking or occupation, by condemnation or otherwise, of all or a substantial part of the demised premises, including fixed improvements thereon, or of all or a material part of the Airport with adverse effects upon Lessee's use and enjoyment of the demised premises for the purposes hereinabove set forth; and Lessor hereby agrees to cooperate with Lessee in the maintenance of any just claim of said nature, and to refrain from hindering, opposing, or obstructing the maintenance thereby by Lessee. 27. Assignment and Subletting - It is expressly agreed and understood that any and all obligations of Lessee hereunder maybe fulfilled or discharged either by Lessee or by a Licensee member of Avis Rent A Car System, Inc., and that any and all privileges of every kind granted Lessee hereunder extends to any Licensee appointed; provided, however, that notwithstanding the method of operation employed by Lessee hereunder Lessee always shall continue to remain directly liable to Lessor for the performance of all terms and conditions of this Lease. Except a hereinabove set out the premises may not be sublet, in whole or in part, and Lessee shall not assign this agreement without prior written consent of Lessor, nor permit any transfer by operation of law of Lessee's interest created hereby, other than by merger or con- solidation. 28. Other Use - Lessee shall not use or permit the use of the demised premises or any part thereof for any purpose or use other than as authorized by this Agreement. 29. 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 sub-contractors 17 upon the demised premises or airing 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. 30. Time - In computing Lessee's time within which to commence construction of any fixed improvements or to cure any default as required by this Lease, there shall be excluded all delays due to strikes, lockouts, Acts of God and the public enemy, or by order or direction or other interference by any municipal, State, Federal or other Governmental department, board of commission having jurisdiction, or other causes beyond Les- see's control. 31. Paragraph Headings - Paragraph headings herein are intended only to assist in read identification and are not in limitation or enlargement of the content of any paragraph. 32. Notices - Any notice or other communication from either party to the other pursuant to this Agreement is sufficiently given or communicated if sent by registered mail, with proper postage and registration fees prepaid, addressed to the party for whom intended, at the following address: For Lessor: Monroe County Board of County Commissioners P. O. Box 1680 Key West, Florida 33040 For Lessee: Properties Department Avis Rent A Car System, Inc. 900 Old Country Road Garden City, New York 11530 or to such. other address as the party being given such notice shall from time to time designate to the other by notice given in accordance herewith. 18 .. IN WITNESS WHEREOF, the parties have caused these presents to be executed by their respective officer or representative thereunto duly authorized, the day and year first above written. BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA By MAYOR/CHAIRMAN (SEAL) Attest: CLERK AVIS RENT A CAR ~lc (, , ~ 1 By \..:: . ~- ,,--.K~........... v Ie. '" p ~IDENT (SEAL) Attest: AfiPVED AS TO FORM A' GAL S~FFICJEN;~. ~ FiY ~a.. - fJL----:T) Attorney's Office t, 19 ADDENDUM TO AGREEMENT THIS ADDENDUM, entered into this day of 1986, adds paragraph 3(d) to that certain Rental Car Concession Agreement entered into on the day of , 1986, by and between Monroe County and Avis Rent a Car System, Inc. for the Key West International Airport. Said paragraph 3(d) to read as follows: "(d). Rebatement Program. The rebatement program, along with the payment procedures for Counter Rental and Concession Fees must be reported as indicated on "Exhibit C", attached hereto and made a part hereof." All other provisions of said agreement are to remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have caused this Addendum to Agreement to be executed as of the day and year first above written. BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA By Mayor/Chairman (SEAL) Attest: Clerk AVIS RENT A CAR SYSTEM, INC. By: President (SEAL) Attest: 1"'f._"- -------..--..-...-..-.---.--. Spc.retnry ~ IlPE' OVE AS TO FORM U: L SUr:FICIENCY. RY_. ,'11tOTney's Office Exhibit C Monroe County, Florida Monthly Invoice and Rebatement Statement For: To: Date: Invoice #: Rental Car Counter Rental Car Ready Area Total I. Construction Program Information A. Current Month's Construction Cost- $ Note I #B. Prior Months Construction Cost C. Total to date--Construction Costs $ $ $ .> II. Contract Billing Information A. Counter Rental: #1. Current Month-- flof sq. ft. times #2. Plus prior months rent n. rotal to date--Counter rate = rental B. Concession Fees: 1. 1/12th of Guaranteed annual minimum 2. 10% of previous month's gross revenue 3. Greater of 1 ion e s 1 or ? above $ It. Plus prior months concession fees $ 5. Total to date-concession fees $ . III. Mon~hy Invoice Statement #A. Counter Rental 'Line II.A.3) $ B. Concession Fees (Li ne ILB.5) C. Less construction costs(Line I.C.) < > O. Amount Due or <Amount of Rebate Credit> Notes and Instructions Note 1.: Lessee must attach copies of paid invoices which agree with copies of cancelled checks which when totalled agree with Line I.A. Instructions: A. Lessor--the Airport Director is to complete all lines with the symbol "#11 and forward invoices to Lessee within seven (7) days after receiving prior month's Invoice and Rebatement Statement from the Lessee. B. Lessee--will compl ete all 1 i nes not coded with the symbol "#", and fOr\'lard along with payment no later than the last date of the month preceding the current month's invoice.