2nd Addendum 06/16/2004
DANNY L. KOLHAGE
CLERK OF THE CIRCUIT COURT
DATE:
July 1, 2004
TO:
Peter Horton, Manager
Monroe County Airports
FROM:
Bevette Moore
Airport Business Administrator
Pamela G. Hanc~
Deputy Clerk lY
ATTN:
At the June 16, 2004, Board of County Commissioner's meeting the Board granted
approval and authorized execution of a Lease Addendum Agreement between Monroe County
and Avis Rent A Car System, Inc., at the Key West International Airport. Avis has agreed to do
the Capital Improvements and repairs costing between $500,000 and $700,000 at no cost to the
County in exchange for an extension to their existing lease/concession agreement.
Enclosed is a duplicate original of the above-mentioned for your handling. Should you
have any questions please do not hesitate to contact this office.
cc: County Administrator w/o document
County Attorney
Finance
File./
LEASE ADDENDUM AGREEMENT
Avis Rent A Car System, Inc.
THIS lease addendum is entered into by and between Monroe County, a political
subdivision of the State of Florida (County) and Avis Rent A Car System, Inc., a
corporation (Avis).
WHEREAS, Cendant Rental Group, Inc. (Cendant) is the parent company of Avis
and Budget R~t A Car System, Inc. (Budget);
WHEREAS, Avis and Budget are both tenants at Key West International Airport
(KWIA);
WHEREAS, Cendant, through its Avis subsidiary, desires to make certain capital
improvements to its Avis facility at KWIA at an approximate cost $500,000 to $750,000, in
exchange for a lease term extension for the Budget and Avis leases at KWIA;
WHEREAS, Secs. 332.08 and 125.35, FS, authorize the County to negotiate airport
leases without competitive bidding; now, therefore,
IN CONSIDERATION of the mutual covenants and promises set forth below, the
parties agree as follows:
1. This agreement is an addendum to the County/Avis lease dated September 5,
1986, as amended in the County/Avis amendment dated June 20, 2001, (collectively the
original Avis lease), both of which are attached to this addendum as Exhibit A and made a
part of it.
2. a) Avis must make certain capital improvements to facilities leased to
Avis in the original Avis lease. The capital improvements required are depicted in Exhibit
B which is attached to this addendum and made a part of it. The improvements must be
completed within 24 months from the effective date of this addendum, although the time
for completion may be extended by the KWIA Director for good cause.
b) The parties anticipate that the capital improvements described in
subparagraph 2(a) will cost approximately $500,000 to $750,000. Upon Avis furnishing
evidence satisfactory to the KWIA Director that an increment of $50,000 has been spent on
the Avis facility capital improvement by Cendant, then the term of the original Avis lease
shall be extended by one year for each $50,000 spent. Upon completion of the Avis facility
capital improvements, and Avis' furnishing of evidence satisfactory to the KWIA Director of
the total amount spent, the KWIA Director shall certify in writing the additional years by
which the original Avis lease is extended. The KWIA Director's certification will then
become part of the terms and conditions of the original Avis lease. If the final increment
spent by Avis is less than $50,000, then the original Avis lease will be extended by the
number of days calculated as a percentage of the year that is equal to the percentage of
the final increment paid is to $50,000.
c) Avis shall be permitted to use its facility to service, store and park Avis
vehicles as well as Budget rent a car.
3. a) Avis shall maintain all books, records, and documents directly pertinent
to performance under this addendum agreement and the Avis original lease (hereafter
collectively the Agreement) in accordance with generally accepted accounting principles
consistently applied. Each party to this Agreement or their authorized representatives shall
have reasonable and timely access to such records of each other party to this Agreement
for public records purposes during the term of the Agreement and for four years following
the termination of this Agreement.
b) Governing Law, Venue, Interpretation, Costs, and Fees. This
Agreement shall be governed by and construed in accordance with the Law 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 parties agree that venue will lie in
the appropriate court or before the appropriate administrative body in Monroe County,
Florida.
The County and Avis agree that, in the event of conflicting interpretations of the
terms or a term of this Agreement by or between any of them, the issue shall be submitted
to mediation prior to the institution of any other administrative or legal proceeding.
c) Severability. If any term, covenant, condition or provision of this
Agreement (or the application thereof to any circumstance or person) shall be declared
invalid or unenforceable to any extent by a court of competent jurisdiction, the remaining
terms, covenants, conditions and provisions of this Agreement shall not be affected
thereby; and each remaining term, covenant, condition and provision of the Agreement
shall be valid and shall be enforceable to the fullest extent permitted by law unless the
enforcement of the remaining terms, covenants, conditions and provisions of this
Agreement would prevent the accomplishment of the original intent of this Agreement. The
County and Avis agree to reform the Agreement to replace any stricken provision with a
valid provision that comes as close as possible to the intent of the stricken provision.
d) Attorney's Fees and Costs. The County and Avis agree that in the
event any cause of action or administrative proceeding is initiated or defended by any party
relative to the enforcement or interpretation of this Agreement, the prevailing party shall
be entitled to reasonable attorneys' fees, court costs, investigative, and out-of-pocket
expenses, as an award against the non-prevailing party, and shall include attorney's fees,
court costs, investigative, and out-of-pocket expenses in appellate proceedings. Mediation
proceedings initiated and conducted pursuant to this Agreement shall be in accordance with
the Florida Rules of Civil Procedure and usual and customary procedures required by the
circuit court of Monroe County.
e) Binding Effect. The terms, covenants, conditions, and provisions of this
Agreement shall bind and inure to the benefit of the County and Avis and their respective
legal representatives, successors, and assigns.
f) Authority. Each party represents and warrants to the other that the
execution, delivery and performance of this Agreement have been duly authorized by all
necessary County and corporate action, as required by law.
2
g) Adjudication of Disputes or Disagreements. County and Avis agree that
all disputes and disagreements shall be attempted to be resolved by meet and confer
sessions between representatives of each of the parties. If no resolution can be agreed
upon within 30 days after the first meet and confer session, the issue or issues shall be
discussed at a public meeting of the Board of County Commissioners. If the issue or issues
are still not resolved to the satisfaction of the parties, then any party shall have the right to
seek such relief or remedy as may be provided by this Agreement or by Florida law.
h) Nondiscrimination. County and Avis agree that there will be no
discrimination against any person, and it is expressly understood that upon a determination
by a court of competent jurisdiction that discrimination has occurred, this Agreement
automatically terminates without any further action on the part of any party, effective the
date of the court order. County or Avis 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 VI of the Civil Rights Act of 1964 (PL 88-352) which
prohibits discrimination on the basis of race, color or national origin; 2) Title IX of the
Education Amendment of 1972, as amended (20 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 patent records; 8) Title VIII of the Civil Rights Act of 1968 (42 USC s. et
seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing;
9) The Americans with Disabilities Act of 1990 (42 USC s. 1201 Note), as maybe amended
from time to time, relating to nondiscrimination on the basis of disability; 10) Any other
nondiscrimination provisions in any Federal or state statutes which may apply to the parties
to, or the subject matter of, this Agreement.
i) Cooperation. In the event any administrative or legal proceeding is
instituted against either party relating to the formation, execution, performance, or breach
of this Agreement, County and Avis agree to participate, to the extent required by the
other party, in all proceedings, hearings, processes, meetings, and other activities related
to the substance of this Agreement or provision of the services under this Agreement.
County and Avis specifically agree that no party to this Agreement shall be required to
enter into any arbitration proceedings related to this Agreement.
j) Covenant of No Interest. County and Avis covenant that neither
presently has any interest, and shall not acquire any interest, which would conflict in any
manner or degree with its performance under this Agreement, and that only interest of
each is to perform and receive benefits as recited in this Agreement.
k) Code of Ethics. County agrees that officers and employees of the
County recognize and will be required to comply with the standards of conduct for public
officers and employees as delineated in Section 112.313, Florida Statutes, regarding, but
not limited to, solicitation or acceptance of gifts; doing business with one's agency;
3
unauthorized compensation; misuse of public position, conflicting employment or
contractual relationship; and disclosure or use of certain information.
I) No Solicitation/Payment. The County and Avis warrant that, in respect
to itself, it has neither employed nor retained any company or person, other than a bona
fide employee working solely for it, to solicit or secure this Agreement and that it has not
paid or agreed to pay any person, company, corporation, individual, or firm, other than a
bona fide employee working solely for it, any fee, commission, percentage, gift, or other
consideration contingent upon or resulting from the award or making of this Agreement.
For the breach or violation of the provision, the Avis agrees that the County shall have the
right to terminate this Agreement without liability and, at its discretion, to offset from
monies owed, or otherwise recover, the full amount of such fee, commission, percentage,
gift, or consideration.
m) Public Access. The County and Avis 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 119, Florida Statutes,
and made or received by the County and Avis in conjunction with this Agreement; and the
County shall have the right to unilaterally cancel this Agreement upon violation of this
provision by Avis.
n) Non-Waiver of Immunity. Notwithstanding he provisions of Sec.
286.28, Florida Statutes, the participation of the County and Avis in this Agreement and
the acquisition of any commercial liability insurance coverage, self-insurance coverage, or
local government liability insurance pool coverage shall not be deemed a waiver of
immunity to the extent of liability coverage, nor shall any contract entered into by the
County be required to contain any provision for waiver.
0) 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 County, when performing their
respective functions under this Agreement within the territorial limits of the County shall
apply to the same degree and extent to the performance of such functions and duties of
such officers, agents, volunteers, or employees outside the territorial limits of the County.
p) Legal Obligations and Responsibilities: Non-Delegation of Constitutional
or Statutory Duties. This Agreement is not intended to, nor shall it be construed as,
relieving any participating entity from any obligation or responsibility imposed upon the
entity by law except to the extent of actual and timely performance thereof by any
participating entity, in which case the performance may be offered in satisfaction of the
obligation or responsibility. Further, this Agreement is not intended to, nor shall it be
construed as, authorizing the delegation of the constitutional or statutory duties of the
County, except to the extent permitted by the Florida constitution, state statute, and case
law.
q) Non-Reliance by Non-Parties. No person or entity shall be entitled to
rely upon the terms, or any of them, of this Agreement to enforce or attempt to enforce
any third-party claim or entitlement to or benefit of any service or program contemplated
hereunder, and the County and Avis agree that neither the County nor Avis or any agent,
officer, or employee of either shall have the authority to inform, counsel, or otherwise
4
indicate that any particular individual or group of individuals, entity or entities, have
entitlements or benefits under this Agreement separate and apart, inferior to, or superior to
the community in general or for the purposes contemplated in this Agreement.
r) Attestations. Avis agrees to execute such documents as the County
may reasonably require, to include a Public Entity Crime Statement, an Ethics Statement,
and a Drug-Free Workplace Statement.
s) No Personal Liability. No covenant or agreement contained herein shall
be deemed to be a covenant or agreement of any member, officer, agent or employee of
Monroe County in his or her individual capacity, and no member, officer, agent or employee
of Monroe County shall be liable personally on this Agreement or be subject to any personal
liability or accountability by reason of the execution of this Agreement.
t) Execution in Counterparts. This Agreement may be executed in any
number of counterparts, each of which shall be regarded as an original, all of which taken
together shall constitute one and the same instrument and any of the parties hereto may
execute this Agreement by singing any such counterpart.
u) Section Headings. Section headings have been inserted in this
Agreement as a matter of convenience of reference only, and it is agreed that such section
headings are not a part of this Agreement and will not be used in the interpretation of any
provision of this Agreement.
4. This addendum is part of, and incorporated into, the original Avis lease and
supersedes any inconsistent provisions in those original lease. In all other respects the
terms and conditions of the original Avis lease remain in full force and effect.
5. This addendum constitutes the parties' final mutual agreement and replaces
any prior communications or understandings, whether written or oral.
6.
This addendum will take effect on the signature date of the last party to
e addendum.
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\~~~~~r~~D1~~YL. KOLHAGE,CLERK
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Attest;/7 .
( 1C'~ev
E Robert Muhs, Assistant Secretary
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jaircendantAvis I (
ESS WHEREOF, the parties hereto have set their hands and seals the day and year
BOARD OF COUNTY COMMISSIONERS
OF MONROE COUNTY, FLORIDA '"
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By V ""1~ r- CJ
Mayor/Chairgrl'$on.!.. d
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AVIS RENT A CAR SYSTEr.t<rf.jt.:Z ~
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Robert Bouta, Senior VICe President
For Properties & Facilities for Cendant Car Rental Group, Inc,
an authorized representative of Avis Rent A Car System, Inc,
5
BY
DATE
NON-COLLUSION AFFIDAVIT
I, 'l2-o 0eJt- "Bb-' +tt
of f>fi-r-J 'fI7 ~ ':3 j ;P-\I
penalty of perjury, depose and say that;
of the city
according to law on my oath, and under
1) lam ~AI()"- tJ,~ p~
Proposal for the project described as follows:
, the bidder making the
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2) 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;
3) 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
4) 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;
5) The statements contained in this affidavit are true and correct, and made with full
knowledge that Monroe County relies upon the truth of the statements contained in this affidavit in
awarding contracts for said project.
/
~~
STATEOF~
Robert Bou1a, Senior Vice President
For Properties & Facilities for Cendant Car Rental Group, Inc.
an authorized representative of Avis Rent A Car System, Inc,
COUNTY OF f-.-{OY\i 6
.r I.).I/~II
DATE
PERSONALLY APPEARED BEFORE ME, the undersigned authority,
~o~ -t 6cvlo1.
who, after first being sworn by me, (name of individual
signing) affixed his/her signature in the space provided above on this
,200t
&\?-r day of U~
~~. :4~'JL1'1r
N T ARY PUBUC .
My commission expires:
OMB - MCP FORM #1
CYNTIA M. HERMES
NOTARY PUBLIC, STATE OF NEW JERSEV
NO. 2284899
MY COMMISSION EXPIRES: 3/05'07
DRUG-FREE WORKPLACE FORM
The undersigned vendor in accordance with Florida Statute 287.087 hereby certifies that:
(Name of Business)
I. 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's 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 (I).
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 that this firm complies fully with the above
requirements. .
\(
.......
~4d:
Robert Bouta. Senior Vice President
For Properties & Facilities for Cendant Car Rental Group, Inc.
an authorized representative of Avis Rent A Car System, Inc.
Bidder's Signature
') J)./ h y
Date .
OMB - MCP#5
LOBBYING AND CONFLICT OF INTEREST CLAUSE
SWORN STATEMENT UNDER ORDINANCE NO. 010-1990
MONROE COUNTY, FLORIDA
ETHICS CLAUSE
warrants that he/it has not employed, retained
or otherwise had act on his/its behalf any former County officer or employee in violation of
Section 2 of Ordinance No. 10-1990 or any County officer or employee in violation of
Section 3 of Ordinance No. 10-1990. For breach or violation of this provision the County
may, in its discretion, terminate this contract without liability and may also, in its discretion,
deduct from the contract or purchase price, or otherwise recover, the full amount of any fee,
commission, percentage, gift, or consideration paid to the former County officer or employee.
~ /}nc/;:J
)obert Bouta, Senior Vice President
For Properties & Facilities for Cendant Car Rental Group, Ine,
an authorized representative of A vis Rent A Car System, Ine,
I>ate: ~~~~~
STATE OF "-1tW (s"~cy
COUNTY OF \J.(j{""\lt":)
PERSONALL Y APPEARED BEFORE ME, the undersigned authority,
+:?otvr-t- ~C\
who, after first being sworn by me, affixed hislher
signature (name of individual signing) in the space provided above on this cQlst day of
lKu1
,2004 .
~~~"v\,\/ .
. T ARY PUBLIC
My commission expires:
OMB - MCP FORM #4
CYNTIA M. HERMES
NOTARY PUBLIC, STATE OF NEW JERSEY
NO. 2284899
MY COMMISSION EXPIRES: 3/05107
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 consultant 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 of36 months from the date of being placed on the
convicted vendor list."
By: ~~
Robert Bouta, Senior Vice President
For Properties & Facilities for Cendant Car Renlal Group, Inc,
an authorized represenlative of Avis Rent A Car System, Inc.
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