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2nd Amendment 06/15/2005 . DANNY L. KOLHAGE CLERK OF THE CIRCUIT COURT DATE: June 20, 2005 TO: Peter Horton, Manager Monroe County Airports FROM: Bevette Moore Airport Business Administrator Pamela G. HancrM.Qv Deputy Clerk UO ATTN: At the June 15, 2005, Board of County Commissioner's meeting the Board granted approval and authorized execution of the following: lIlease Extension Agreement between Monroe County and Avis Rent a Car System for operations at the Florida Keys Marathon Airport. Enclosed is a duplicate original for your handling. Lease Extension Agreement between Monroe County and Budget Rent a Car Systems for operations at the Florida Key Marathon Airport. Enclosed is a duplicate original for your handling. URS Purchase Service Order No. 04/05-16 between Monroe County and URS for proposed Key West International Airport Terminal Bond Issuance. Enclosed is a copy for your handling. Change Order NO.1 between Monroe County and Smith Industries, Inc., DBA Smith Fence Company for the security fence and related work project at the Key West International Airport. Enclosed is a copy for your handling. Should you have any questions please do not hesitate to contact this office. cc: County Attorney Financ~ File i/ LEASE EXTENSION AGREEMENT THIS LEASE EXTENSION agreement is entered into by and between Monroe County, a political subdivision of the State of Florida, hereafter Lessor, and AVIS RENT A CAR SYSTEMS, INC" a Florida corporation, hereafter Lessee or Concessionaire, WHEREAS, on the 17th day of April, 1996, the parties entered into a car rental lease and concession at the Marathon Airport, hereafter original lease, A copy of the original lease is attached to this extension agreement and made a part of it; and WHEREAS, the original agreement term ended on February 29, 2000 and the parties extended the original agreement term by five years; and, WHEREAS, the lease extension expired on February 28, 2005 but the parties desire to extend the original agreement an additional 5 years; now, therefore, IN CONSIDERATION of the mutual promises and covenants set forth below, the parties agree as follows: 1, Paragraph 2 of the original agreement is amended to read: 2, Term, This Agreement is for a term of five (5) years, commencing on March 1, 2005 and expiring on February 28,2010, 2, Paragraph 3d of the original agreement is amended to provide a guaranteed minimum of$16,675, 3 The following paragraph is appended to the lease extension and incorporated into the original agreement as paragraph 32, 32, 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 ofthe Code, including but not limited to 49 CFR 1540, et seq, Violations of the statutes or regulations may result in severe civil monetary penalties being assessed against the airport operator. It is the intent of the airport operator that the burdens and consequences of any security violations imposed upon the airport operator as a result of actions by an airport tenant or the airport tenant's employees, agents, invitees, or licensees shall be borne by the airport tenant. b. Airport Tenant Defined. An airport tenant means any person, entity, organization, partnership, corporation, or other legal association that has an agreement with the airport operator to conduct business on airport property, The term also includes an airport tenant as defined in 49 CFR 1540.5. Each signatory to this Agreement, other than the airport operator, is an airport tenant. c. Airport Operator Defined. As used in this Agreement, airport operator means Monroe County, Florida, its elected and appointed officers, and its employees, d. Airport Property Defined. Airport property shall mean the property owned or leased by, or being lawfully used by, the airport operator for civil aviation and airport-related purposes, For purposes of this Agreement, airport property is the property generally referred to as the Key West Airport, the Marathon Airport, or both as may be set forth in this Agreement. e. Inspection Authority. The airport tenant agrees to allow Transportation Security Administration (TSA) authorized personnel, at any time or any place, to make inspections or tests, including copying records, to determine compliance of the airport operator or airport tenant with the applicable security requirements of Chapter 49, United States Code, and 49 CFR 1540, et seq. f. Airport Security Program. The airport tenant agrees to become familiar, to the extent permitted by the airport operator, with the Airport Security Program promulgated by the airport operator and approved by TSA, and also agrees to conform its' operations and business activities to the requirements of the Airport Security Program, g. Tenant Security Program. If permitted under TSA regulations, the airport tenant may voluntarily undertake to maintain an Airport Tenant Security Program as referred to in 49 CFR 1542,113, If the airport tenant voluntarily promulgates an Airport Tenant Security Program that is approved by TSA, such program, as may be amended and approved from time to time, shall be automatically incorporated into this Agreement. h. Breach of Agreement. Should TSA determine that the airport tenant or one or more of the airport tenant's employees, agents, invitees, or licensees has committed an act or omitted to act as required, and such act or omission is a violation which results in TSA imposing a civil penalty against the airport operator in accordance with TSA's Enforcement Sanction Guidance Policy, such determination and imposition of a civil penalty by TSA shall be considered a significant breach of this Agreement. (1). Minimum Violation. If the violation is the first or second violation attributed to the airport tenant and is a civil penalty "minimum violation" as provided for in 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, 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. (5). Survival of Sub-Section. This sub-section h shall survive the cancellation or termination of this Agreement, and shall be in full force and effect. i. Hold Harmless; Indemnification; Defense; Release; Survival. Notwithstanding any minimum insurance requirements prescribed elsewhere in this Agreement, the airport tenant agrees to hold harmless, indemnify, defend and release the airport operator, and the airport operator's elected and appointed officers and employees, from any claims, actions, causes of action, litigation, administrative proceedings, appellate proceedings, or other proceedings relating to any and all types of injury, including death, loss, damage, fines, penalties, or business interruption of any nature whatsoever, of or to any person or property in connection with the use of the airport property under this Agreement, regardless of causation and including criminal acts of third parties; and especially including any and all fines, penalties, out of pocket expenses, attorney's fees and costs, and costs of remediation or additional security measures required to be implemented by any governmental agency (including but not limited to the Federal Aviation Administration and the Transportation Security Administration) resulting from a violation of any federal law or federal regulation. This sub-section shall survive the cancellation or termination of this Agreement. 4, Except as set forth in paragraphs one and two of this lease extension agreement in all other respects the terms and conditions of the original agreement remain in fulll,ce and e~fect. :::> 'orl o~ ESS WHEREOF, the parties hereto have set their hands and stiis the d~ an~ear ~ s 55(") 2: CJ Or' :z: ~ "':;:s;; .." BOARD O~~~ ~ot@y COMMISSIONERS. ~?'o -0 :::c L. KOLHAGE, CLERK OF MONROE CO~ FrDRrn~ ~ C'} ~ 0 :to- 1"11 CJ'1 :::0 By L~'" >v,.'/.. ~ --J} 0 ~a~~/Eha~n '- ! ... ! /'c-......' A ,i." '.1 / '. ,/"' I " \ , I (t {iLl ');1)/1 (I ttL{'",-- ./ . . , I Witnesses (:;JVI..J" BUDGET. RENT A CAR SYSTEMS, INC By_ Title ~~ J:$J;iJ Robert Bouta, Senior Vice President For Properties & Facilities for Cendant Car Rental Group, Inc. an authorized representative of Avis Rent A Car System, Inc. Assistant County Attorney Florida Bar No.: 0084050 P.O. Box 1026 Key West, FL 33041-1026 (305) 292-3470 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 hishts 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, jUc:D ~ Date: Robert Bouta, Senior Vice President For Properties & Facilities for Cendant Car Rental Group, Inc. an authorized representative of Avis Rent A Car System, Inc. STATE OF Ne.tJ.>SexbD.1 COUNTY OF U 0 rr\b PERSONALL Y APPEARED BEFORE ME, the undersigned authority, Ro \)ex \-- boutc\ who, after first being sworn by me, affixed hislher signature (name of individual signing) in the space provided above on this c11.o ~ day of Arx-\\ , 20 05 , t~~~ My commission expires: CYNTlA M. HERMES NOTARY PUBLIC, STATE OF NEW JERSEY NO. 2284899 MY COMMISSION EXPIRES: 3/05/07 OMB - MCP FORM #4 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 of 36 months from the date of being placed on the convicted vendor list." By: J4v~ Robert Bouta, Senior Vice President For Properties & Facilities for Cendant Car Rental Group, Inc. an authorized representative of Avis Rent A Car System, Inc.