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Backup Documents 06/25/2019 Item #16G1 ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP 16 G 1 TO ACCOMPANY ALL ORIGINAL DOCUMENTS SEN L_r,� I1MED THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR S ! rr— ell"' V Print on pink paper. Attach to original document. The completed routing slip and original documents are to be forwarded to the Cou A11��t r icy Office at the time the item is placed on the agenda. All completed routing slips and original documents must be received in theJ rtZ tof,. Office no later than Monday preceding the Board meeting. **NEW** ROUTING SLIP Complete routing lines#1 through#2 as appropriate for additional signatures,dates,and/or information needed. If the document is aPtitikktilicKMPt the exception of the Chairman's signature,draw a line through routing lines#1 through#2,complete the checklist,and forward to the County Attorney Office. Route to Addressee(s) (List in routing order) Office Initials Date 1. Risk Risk Management ip - 4 f 2. County Attorney Office County Attorney Office ?3����9 4. BCC Office Board of County Wit Commissioners , (0.O`I 4. Minutes and Records Clerk of Court's Office —r / r J`q 1-2-- 5. 5. Procurement Services Procurement Services PRIMARY CONTACT INFORMATION Normally the primary contact is the person who created/prepared the Executive Summary. Primary contact information is needed in the event one of the addressees above,may need to contact staff for additional or missing information. Name of Primary Staff Ana Reynoso/PURCHASING Contact Information 239-252-8950 Contact/ Department / Agenda Date Item was JUNE 25, 2019 Agenda Item Number 16.G.1. 1// Approved by the BCC Type of Document CONTRACT Number of Original 2 Attached Documents Attached PO number or account N/A 19-7535 ENTERPRISE number if document is ENTERPRISE LEASING to be recorded LEASING COMPANY OF COMPANY OF FLORIDA, LLC. FLORIDA,LLC. INSTRUCTIONS & CHECKLIST Initial the Yes column or mark"N/A"in the Not Applicable column,whichever is Yes N/A(Not appropriate. (Initial) Applicable) 1. Does the document require the chairman's original signature STAMP OK N/A 2. Does the document need to be sent to another agency for additional signatures? If yes, N/A provide the Contact Information(Name;Agency;Address;Phone)on an attached sheet. 3. Original document has been signed/initialed for legal sufficiency. (All documents to be AR signed by the Chairman,with the exception of most letters,must be reviewed and signed by the Office of the County Attorney. 4. All handwritten strike-through and revisions have been initialed by the County Attorney's N/A Office and all other parties except the BCC Chairman and the Clerk to the Board 5. The Chairman's signature line date has been entered as the date of BCC approval of the AR document or the final negotiated contract date whichever is applicable. 6. "Sign here"tabs are placed on the appropriate pages indicating where the Chairman's AR signature and initials are required. 7. In most cases(some contracts are an exception),the original document and this routing slip N/A should be provided to the County Attorney Office at the time the item is input into SIRE. Some documents are time sensitive and require forwarding to Tallahassee within a certain time frame or the BCC's actions are nullified. Be aware of your deadlines! 8. The document was approved by the BCC on 06/25/2019 and all changes made during A` is n the meeting have been incorporated in the attached document. The County -.Jt' 1optio' Attorney's Office has reviewed the changes,if applicable. - 's line. 9. Initials of attorney verifying that the attached document is the version approved by the A is nill BCC,all changes directed by the BCC have been made,and the document is ready for the i`V\ . optio Chairman's signature. 'ne. 1661 MEMORANDUM Date: June 28, 2019 To: Ana Reynoso, Procurement Services From: Teresa Cannon, Sr. Deputy Clerk Minutes & Records Department Re: Contract #19-7535 "Collier County Airport Authority Concession Agreement— Car Rental Service" Contractor: Enterprise Leasing Company of Florida, LLC Attached for your records is an original of the referenced document above, (Item #16G1) adopted by the Board of County Commissioners on Tuesday, June 25, 2019. The Board's Minutes & Records Department has kept an original as part of the Board's Official Records. If you have any questions, please feel free to contact me at 252-8411. Thank you. Attachment 16G1 COLLIER COUNTY AIRPORT AUTHORITY CONCESSION AGREEMENT CAR RENTAL SERVICE (Agreement#19-7535) THIS CONNCESSIONAIRE AGREEMENT made effective this ol,-) day of JAY , 2019, between the Collier County Board of County Commissioners, acting as the Collier County Airport Authority Board (hereinafter called the "CCAA" or "County") and Enterprise Leasing Company of Florida, LLC, authorized to do business in the State of Florida, whose business address is 1905 Boy Scout Drive, Fort Myers, Florida 33907 (hereinafter called "Concessionaire" or "Contractor"). 1. SCOPE. The CCAA hereby grants to the Concessionaire, and the Concessionaire hereby accepts from the CCAA, the non-exclusive right to operate the following described car rental services at the Marco Island Executive Airport, 2005 Mainsail Drive, Naples, FL 34114 and to provide car rental services on a limited, on demand basis for the Immokalee Regional Airport and Everglades Airpark in conformance with the purposes and for the periods stated herein and subject to all terms and conditions hereinafter set forth. A. Term. The term of the Agreement shall be for a period of forty-two (42) months from the date first written above with two (2) one-year renewal options. The County Manager,or his designee,may,at his discretion,extend the Agreement under all of the terms and conditions contained in this Agreement for up to one hundred and eighty (180) days. The County Manager, or his designee, shall give the Concessionaire written notice of the County's intention to extend the Agreement term prior to the end of the Agreement term then in effect. B. Facilities. Whereas, the CCAA is constructing a new terminal building that is estimated to be open for business in 2020.Until the new terminal opens,Concessionaire will operate from the existing terminal building and parking spaces, as defined by: Sixty-two and a half (62.5) square feet of counter/office space in the Existing Terminal Building at the Marco Island Executive Airport, as depicted in Exhibit A-1, and six (6) parking spaces reserved for parking six(6)passenger sized motor vehicles as such spaces are depicted on Exhibit B-1. Upon the CCAA taking occupancy of the new terminal facility,the Concessionaire will have new and expanded counters within the terminal and shall relocate its operations and equipment from the existing terminal building and parking lot at no cost to the CCAA.These facilities are more particularly described as: One hundred and forty-three (143) square feet of counter/office space in the Marco Island Executive Airport New Terminal Building, as depicted in Exhibit A-2, and six (6) parking Concessionaire Agreement-2019 Page 1 of 13 16G1 etc:1 spaces reserved for parking (6) passenger sized motor vehicles as such spaces are depicted on Exhibit B-2. These six(6)parking spaces are dedicated only for passenger motor vehicles to be rented by Concessionaire to its customers pursuant to this Agreement. C. Uses. The Concessionaire is authorized to conduct the following types of business and to provide the following services, and only such business and services, at the location as set forth below: To provide car rental services at the Marco Island Executive Airport, Immokalee Regional Airport and Everglades Airpark. This Agreement contains the entire understanding between the parties and any modifications to this Agreement shall be mutually agreed upon in writing by the Parties, in compliance with the County's Procurement Ordinance, as amended, and Procurement Procedures in effect at the time such services are authorized. 2. NOTICES. All notices from the CCAA to the Concessionaire shall be deemed duly served if mailed or emailed to the Concessionaire at the following address: Enterprise Leasing Company of Florida, LLC 1905 Boy Scout Drive Fort Myers, Florida 33907 Attention: Peter Dulac, Vice President/General Manager Phone: 239-275-3393 Email: Peter.Dulac(a�ehi.com All notices from the Concessionaire to the CCAA shall be deemed served if mailed or emailed to the CCAA at the following address: Collier County Airport Authority 2005 Mainsail Drive, Suite 1 Naples, Florida 34114 Attention: Justin Lobb, Airport Manager Email: Justin.Lobb@colliercountyfl.gov 3. NO PARTNERSHIP OR AGENCY. Nothing herein contained shall create or be construed as creating a partnership between the CCAA and the Car Rental Service provider. Concessionaire is not an agent of the CCAA. 4. ASSIGNMENT. The Concessionaire may not assign this Agreement, or any part hereof, without prior written approval of the CCAA. Any attempt to assign without such approval shall be void. Concessionaire agrees that without the prior written consent of the CCAA, no shareholder shall sell, assign, transfer or convey his/her stock (except by operation of law), nor shall the corporation issue any additional shares of stock, if any such transfer or issuance Concessionaire Agreement-2019 Page 2 of 13 16G1 1 will effectively change the ownership of the corporation. However,the shareholders have the right to convey between themselves and their spouses and children without the CCAA's consent. 5. MAINTENANCE AND REPAIRS. Within the confines of the Concessionaire's counter space area, the Concessionaire shall, to the satisfaction of the CCAA or his/her authorized representative, provide normal and routine daily housekeeping/maintenance of the facilities, designed to keep the premises free from hazardous conditions, thus providing for the comfort and safety of visitors and patrons. 6. TRASH, RUBBISH AND GARBAGE. The CCAA will provide all garbage, trash and rubbish receptacles within the confines of Concessionaire's counter space area, and within the confines of and/or reasonably adjacent to the Concessionaire's reserved six(6)motor vehicle parking spaces. The Concessionaire shall be responsible for the pickup and removal of all rubbish, trash and garbage from the car rental area to the trash receptacles. 7. UTILITIES. The CCAA shall pay for charges of utilities to the designated premises including, charges for water, sewer, and electricity during the term of this Agreement. Any utilities that are for the benefit of the Concessionaire shall be paid by the Concessionaire(i.e. telephone). 8. SECURITY.The Concessionaire must provide at its expense any security measures to protect its area, equipment and materials. Such security measures may not violate any other restriction(s) of this Agreement. 9. PERMITS, LICENSES, TAXES. The Concessionaire shall obtain and pay for all permits and licenses necessary for the conducting of business and shall comply with all laws governing the responsibility of an employer with respect to persons employed by the Concessionaire. The Concessionaire shall also be solely responsible for payment of any and all taxes levied on the concession operation or any other taxable activity on the premises. In addition, the Concessionaire shall comply with all existing and future applicable rules,regulations and laws of CCAA, the State of Florida, or the U.S. Government. 10. CONSIDERATION. The Concessionaire shall remit to the CCAA, as consideration for this Agreement a concession fee equal to fifteen percent(15%) of the gross receipts of every customer rental agreement. The percentage shall be based on total gross revenues cumulative year-to-date. Said payments shall be tendered to the CCAA by the 15th of each month for the preceding month, and such payments shall be accompanied by a statement of gross receipts for the preceding month. The CCAA is to receive its revenue payment as net, free and clear of all costs and charges arising from, or related to Concessionaire's obligations under this Agreement, and the percentage of total gross revenues be paid monthly. The term "gross revenue" or "gross receipts" means all income collected,accrued or derived by the Concessionaire under the privileges granted by this Agreement or other document entered into with the CCAA, excluding amounts of any Federal State or other tax collected by the Concessionaire from customers and required by law to be remitted to the taxing Concessionaire Agreement-2019 Page 3 of 13 AO 16G1 JiWrilt:41 authority. The Concessionaire shall provide the CCAA Finance Department a Statement of Gross Receipts. Facility Lease Fees. Concessionaire shall lease the counter space at $19.7757 per square foot of counter space per Agreement year, for a total of $1,235.98 per year in the Existing Terminal Building (62.5 square feet per Exhibit A-1) paid in equal monthly installments of$103.00, plus applicable Florida Sales Tax, and $2,827.93 per year upon the Concessionaire taking occupancy of the Premises in the New Terminal Building (143 square feet per Exhibit A-2), paid in equal monthly installments of$235.66, plus applicable Florida Sales Tax. This fee shall be unilaterally adjusted by the CCAA on an annual basis based on the Consumer Price Index-Urban (CPI-U) for the southeast region. To the extent that the move from the Existing Terminal to the New Terminal does not commence at the start of a new month, the monthly lease fee shall be proportionally pro- rated based on the respective monthly installment accounts. Vehicle Parking Spaces. Concessionaire shall lease the vehicle parking spaces at$12.14 per space per month, for a total of$72.84 per month plus applicable Florida Sales Tax. This fee shall be unilaterally adjusted by the CCAA on an annual basis based on the Consumer Price Index-Urban (CPI-U) for the southeast region. 11. DEFAULT IN PAYMENT. A monthly report of gross receipts, the payments computed on that amount, and any other taxes and fees due must be submitted to the CCAA to be received by the fifteenth(15th)of each month. In the event the Concessionaire fails to pay this consideration within five (5) days of such due date, there shall be a late charge of Fifty Dollars ($50.00) for each such late payment. If the payment of consideration and accumulated penalties are not received within thirty (30) days after the normal monthly due date, then the CCAA may take possession of the Concessionaire's assets located within the CCAA terminal counter space and may cancel this Agreement.A monthly report of activities shall be submitted to the CCAA or their designee by the 15th of each month. This report shall accompany the monthly statement of gross revenues and will be subject to audit. The CCAA has no duty to notify the Concessionaire of its failure to remit any such payment or report. 12. FORCE MAJEURE. If closure of the facilities or loss of equipment is due to unforeseeable causes beyond the control of Concessionaire, and not due to its or its subcontractors own fault or neglect, including but not restricted to acts of nature or of public enemy, acts of government or of the CCAA, fires, floods, epidemics, quarantine regulations, strikes or lock-outs, the CCAA will allow pro rata adjustment of monthly payments up to the time such damage is repaired and/or the loss of time related to the closure of the facilities. The CCAA must be made aware of the time of closure within forty-eight(48) hours up to the time the damage is repaired, or other circumstances return to normal. 13. CONCESSIONAIRE NOT TO REMOVE PROPERTY. Concessionaire shall not remove from the Marco Island Airport Concession any office equipment within the CCAA terminal counter space area,this statement does not apply to the rental vehicles,brought thereon or any replacements thereto by the Concessionaire for the purpose of this Agreement, except such items as may be removed with the express written permission of the Airport Manager. Upon expiration of the term specified in Section 1.A. of this Agreement, if the Concessionaire has made full payment under Concessionaire Agreement-2019 Page 4 of 13 1bG1 this Agreement, and has fully complied with the terms of this Agreement, Concessionaire may remove Concessionaire's personal property including equipment from the Marco Island Airport Concession and shall do so within fifteen (15) days following the expiration of this Agreement, provided such personal property and equipment be removed without damage to the premises. On Concessionaire's failure to do so,the CCAA may cause same to be removed and stored at the cost and expense of the Concessionaire, and the CCAA shall have a continuing lien thereon in the amount of the cost and expense of such removal and storage until paid, and CCAA may sell such personal property and reimburse itself for such costs and expense, plus all expenses of the sale. 14. RECORDS; AUDIT. Concessionaire shall establish and maintain such records as now exist and may hereafter be prescribed by the CCAA in the future to provide evidence that all terms of this Agreement have been and are being observed. The Concessionaire grants to the CCAA the right and authority to audit all records, documents, and books pertaining to the concession operation. Such audit will be conducted at locations and at a frequency determined by the CCAA and communicated to the Concessionaire. The Concessionaire agrees to provide materials for the audit at the place designated by the CCAA within three (3) business days after the CCAA's notice to do so is received by Concessionaire, all at no cost to the CCAA. Concessionaire shall use electronic point-of-sale cash control equipment for the proper control of cash payments. Cash register tapes must be maintained and made available to the CCAA upon demand during the entire term of Agreement. All electronic cash control equipment and accounting procedures shall be with the approval of the CCAA. 15. COOPERATION. The Concessionaire agrees to cooperate with the CCAA in the conduct of surveys and to provide reports of visitor usage of all concession services. The CCAA shall provide Concessionaire with advance notice of any special event and shall coordinate with the Concessionaire regarding same. CCAA shall provide Concessionaire with notice of the availability of plans for any remodeling of the facilities. 16. INSPECTION.The Concessionaire's six(6)vehicle parking spaces and Concessionaire's counter space area may be inspected at any time by authorized representatives of the CCAA or designee, or by any other agency having responsibility for inspections of such operations. Concessionaire shall undertake immediately the correction of any deficiency cited by such inspectors. 17. WAIVER OF INTERFERENCE. The Concessionaire hereby waives all claims for compensation for loss or damage sustained by reason of any interference with the concession operation by any public agency or official in enforcing their duties or any laws or ordinances. Any such interference shall not relieve the Concessionaire from any obligation hereunder. 18. WAIVER OF LOSS FROM HAZARD. The Concessionaire hereby expressly waives all rights, claims, and demands and forever releases and discharges the CCAA from all demands, claims, actions and causes of action arising from this Agreement, except intentional torts committed by Collier County employee(s) and/or by Collier County officer(s). Such employees and/or officers include employees and/or officers of the CCAA. Concessionaire Agreement-2019 Page 5 of 13 direr.p' 1 6 G 1 I c.).J 19. NO LIENS. Concessionaire will not suffer or through its actions or by anyone under its control or supervision, cause to be filed upon the property any lien or encumbrance of any kind. In the event any lien is filed, Concessionaire shall cause such lien to be discharged within ten (10) days after written notice to do so from the CCAA. 20. ORDERLY OPERATIONS, ETC. The Concessionaire shall have a neat and orderly operation at all times and shall be solely responsible for necessary housekeeping services to properly maintain the premises. There shall be no living quarters, nor shall anyone be permitted to live on the premises. 21. EMPLOYEES; MANAGER. The Concessionaire and the CCAA share a mutual responsibility to present the highest possible levels of customer service at all times. The Concessionaire shall employ people to work at this facility who are neat, clean, well-groomed and courteous. All employees shall observe all the graces of personal grooming. Subject to the American with Disabilities Act,Concessionaire shall supply competent employees,who are physically capable of performing their employment duties and the CCAA may require the Concessionaire to remove an employee it deems careless, incompetent, insubordinate or otherwise objectionable and whose continued employment on CCAA property is not in the best interest of the CCAA. All Concessionaire employees shall wear shirts with the Concessionaire's logo or other identifying marking. The Concessionaire shall have an experienced manager overseeing the concession operations at all times when open for business. 22. HOURS OF OPERATION. The concession shall be open and properly staffed at the Marco Island Airport seven(7)days per week from November 1 through April 30 annually. The hours of operation shall be from 8:00 a.m.to 5:00 p.m., Monday through Saturday, and 9:00 a.m. to 12:00 p.m. Sunday, including holidays. The Concessionaire may open at an earlier time and close at a later time subject to prior written approval of the Airport Manager or designee. All hours of operation shall be conspicuously posted and easily read by airport visitors. Concessionaire hereby authorizes employees of the CCAA who have received training to do so, to rent Concessionaire's vehicles and accept returns of Concessionaire's vehicles at all hours other then Concessionaire's hours of operation. Concessionaire shall, at "peak periods" of operations, holidays etc. as determined and mutually agreed upon by Concessionaire and Airport Manager or designee,provide trained, competent staff to execute rental car agreements and perform all other necessary duties required to deliver and or receive rental cars to/from customers in a timely and efficient manner. During periods where direct Concessionaire staffing is not required, Concessionaire hereby authorizes employees of Collier County Airport Authority, after receiving adequate training by Concessionaire, to rent Concessionaire's vehicles and accept returns of Concessionaire's vehicles to Airport customers, as needed. 23. USE OF THE FACILITIES IS PRIMARY. Marco Island Airport is for the use of the public and the right to such use shall not be infringed upon by any activity of the Concessionaire. However, this does not preclude the Concessionaire from scheduling promotional events, which might temporarily limit access to the event site,subject to the prior written approval for each event, on a case-by-case basis, by the CCAA or their designee. Concessionaire Agreement-2019 Page 6 of 13 16G1 ifiriPst 24. NO IMPROPER USE. The Concessionaire will not use, nor suffer or permit any person to use in any manner whatsoever, the concession facilities for any improper, immoral or offensive purpose,nor for any purpose in violation of any federal, state,or CCAA law,ordinance,rule,order or regulation, or of any applicable governmental rule or regulation now in effect or hereafter enacted or adopted. In the event of any violation of this Agreement by the Concessionaire, or if the CCAA or its authorized representative shall deem any conduct on the part of the Concessionaire to be objectionable or improper,as noted on the Concession Inspection Report,the CCAA shall have the right to suspend the operation of the concession should the Concessionaire fail to promptly correct any such violation, conduct, or practice to the satisfaction of the CCAA. The Concessionaire shall not commence operation during such suspension until the violation has been corrected to the reasonable satisfaction of the CCAA. 25. PRICES. The Concessionaire agrees that prices and fees charged for car rental services will be competitive with those charged for similar car rental services in the general vicinity. All prices must be displayed and visible by the Concessionaire's customers. All such prices and fees must be approved in writing by the CCAA or designee. 26. NO DANGEROUS MATERIALS. The Concessionaire shall not use or permit in the facilities the storage of illuminating oils,oil lamps,turpentine,benzine,naphtha,or other similar substances, or explosives of any kind, or any substance or articles prohibited in the standard policies of fire insurance companies doing business in the State of Florida. 27. DEFAULT AND TERMINATION. If the Concessionaire fails to comply with any of the terms and conditions hereof and such default is not cured within fifteen(15) days after written notice is given to the Concessionaire,the CCAA may cancel this Agreement and revoke the privilege of the Concessionaire to come upon the CCAA's property for purposes for which the concession was granted and may oust and remove all parties who may be present, or may occupy any part of the premises for the purpose of exercising any rights so revoked. 28. NO DISCRIMINATION. There shall be no discrimination as to race, gender, color, creed or national origin in the operations referred to by this Concession Agreement; and further,there shall be no discrimination regarding any use, service, maintenance, or operation of the premises. All facilities located on the premises shall be made available to the public, subject to the right of the Concessionaire to establish and enforce rules and regulations to provide for the safety, orderly operation and security of the facilities. 29. TERMINATION. The Agreement may be terminated by the CCAA immediately due to any material breach of this Agreement, including, but not limited to, failure of the Concessionaire to maintain the approved hours of operation or failure of the Concessionaire to provide a receipt to each customer for every transaction. The CCAA shall be sole judge of non-performance. Further the CCAA may terminate this Agreement for its convenience by giving the Concessionaire not less than a sixty (60) day written notice of such intent. During the notification period, both parties agree to meet its respective contractual obligations in good faith. Concessionaire Agreement-2019 Page 7 of 13 q0 1b G1 J f 30. CCAA CONTROLS OF THE MARCO ISLAND AIRPORT. Nothing in this Agreement will preclude the CCAA from using the public areas of the Marco Island Airport for public and/or civic purposes. In the event of occurrences previously mentioned, the Concessionaire will be notified, as deemed necessary by the CCAA or their designee. 31. VEHICLES. Concessionaire shall provide courtesy and rental vehicles throughout the year, as designated by the following individual airport assignments: A) Marco Island Airport: a) One (1) courtesy vehicle available at all times throughout the year and two (2) courtesy vehicles from November 1 — April 30, annually, with at least one vehicle being an intermediate SUV, Minivan or larger b) Two (2) vehicles available for rent at all times from May 1 —October 31 c) Four(4)vehicles available for rent at all times from November 1 —April 30 B) Immokalee Regional Airport: a) One (1) courtesy vehicle (available for use by Airport customers free of charge) available at all times throughout the year A courtesy vehicle is defined as a passenger car,van or SUV made available to Airport Customers (any and all pilots or passengers utilizing the Airport that have purchased a product/service for use of the Airport), free of charge for a limited time period for ground transportation needs within the local area. A rental vehicle is defined as a passenger car, van or SUV made available by the Concessionaire for a defined period of time at a price in accordance with Section 25 of this Agreement, in accordance with the Concessionaires standard rental procedures and terms. The rental vehicles to be leased by Concessionaire(to its customers)at Marco Island Airport shall be parked only in the vehicle parking spaces as those spaces are depicted in Exhibit B-1 and B-2, "Parking Space Designations," attached hereto. 32. STORAGE. Concessionaire must obtain advance written approval from the Airport Manager or designee, before storing any equipment and/or any material(s) at the Marco Island Airport. Such written approval shall specify the authorized types of materials and/or equipment and the authorized places for storage.A reasonable amount of equipment and/or materials normally stored by Concessionaire at its airport counter space is authorized by this Agreement without such additional advance written approval. 33. FLORIDA LAW. This Agreement shall be governed by and construed in accordance with the Law of the State of Florida. 34. SIGNAGE. The Concessionaire shall provide, at his sole expense, required signs at all public approaches to the facility. All signage,advertising and posting shall be as approved be the Airport Manager or authorized designee. Concessionaire Agreement-2019 Page 8 of 13 16G1 t 35. INDEMNIFICATION. To the maximum extent permitted by Florida law, the Concessionaire shall defend, indemnify and hold harmless Collier County, its officers and employees from any and all liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys' fees and paralegals' fees, whether resulting from any claimed breach of this Agreement by Concessionaire, any statutory or regulatory violations, or from personal injury, property damage, direct or consequential damages, or economic loss, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the Concessionaire or anyone employed or utilized by the Concessionaire in the performance of this Agreement. This indemnification obligation shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may be available to an indemnified party or person described in this paragraph. This section does not pertain to any incident arising from the sole negligence of Collier County. 35.1 The duty to defend under this Article 35 is independent and separate from the duty to indemnify, and the duty to defend exists regardless of any ultimate liability of the Concessionaire, County and any indemnified party. The duty to defend arises immediately upon presentation of a claim by any party and written notice of such claim being provided to Concessionaire. Concessionaire's obligation to indemnify and defend under this Article 35 will survive the expiration or earlier termination of this Agreement until it is determined by final judgment that an action against the County or an indemnified party for the matter indemnified hereunder is fully and finally barred by the applicable statute of limitations. 36. INSURANCE. The Concessionaire shall provide insurance as follows: A. Commercial General Liability: Coverage shall have minimum limits of$1,000,000 Per Occurrence,$2,000,000 aggregate for Bodily Injury Liability and Property Damage Liability. This shall include Premises and Operations; Independent contractors; Products and Completed Operations and Contractual Liability. B. Workers' Compensation: Insurance covering all employees meeting Statutory Limits in compliance with all their applicable state and federal laws. The coverage must include Employers'Liability with a minimum limit of$1,000,000 for each accident. C. Business Automobile Liability: Coverage shall have minimum limits of$1,000,000 Per Occurrence, Combined Single Limit for Bodily Injury Liability and Property Damage Liability. This shall include: Owned Vehicles, Hired and Non-Owned Vehicles and Employee Non-Ownership. D. Umbrella: Coverage shall have minimum limits of$1,000,000 per Occurrence. Special Requirements: Throughout the entire term of this Agreement, the CCAA and Collier County shall be Additional Insured under Concessionaire's Comprehensive General Liability Policy as well as Concessionaire's Automobile Liability Policy. The Certificate Holder shall be "The Collier County Airport Authority for the benefit of the Collier County Airport Authority and Concessionaire Agreement-2019 Page 9 of 13 AU 16G1 apoir":1 of Collier County. This insurance shall be primary and non-contributory with respect to any other insurance maintained by, or available for the benefit of, the Additional Insured and the Concessionaire's policy shall be endorsed accordingly. Current, valid insurance policies meeting the requirement herein identified shall be maintained by Concessionaire during the duration of this Agreement. Renewal certificates shall be sent to the CCAA at least 30 days prior to any expiration date. There shall be a 30 day notification to the CCAA in the event of cancellation or modification of any required insurance coverage. Current, valid insurance policies meeting the requirement herein identified shall be maintained by Concessionaire during the duration of this Agreement. The Concessionaire shall provide County with certificates of insurance meeting the required insurance provisions. Renewal certificates shall be sent to the County thirty (30) days prior to any expiration date. Coverage afforded under the policies will not be canceled or allowed to expire until the greater of: thirty(30)days prior written notice, or in accordance with policy provisions. Concessionaire shall also notify County, in a like manner,within twenty-four(24)hours after receipt, of any notices of expiration,cancellation,non- renewal or material change in coverage or limits received by Concessionaire from its insurer, and nothing contained herein shall relieve Concessionaire of this requirement to provide notice. Concessionaire shall ensure that all subcontractors comply with the same insurance requirements that the Concessionaire is required to meet. 37. CONTRACT ADMINISTRATION. This Agreement shall be administered by the CCAA. 38. COMPONENT PARTS OF THIS CONTRACT. This Contract consists of the attached component parts, all of which are as fully a part of the contract as if herein set out verbatim: Exhibit A-1, "Counter Space in Existing Terminal"; Exhibit A-2, "Counter Space in New Terminal"; Exhibit B-1,"Parking Space in Existing Lot";Exhibit B-2,"Parking Space in New Lot"; Insurance Certificate(s); Concessionaire's Proposal and RFP No. 19-7535, including Exhibits, Attachments and Addenda/Addendum. In the event that any Terms and Conditions of the Request for Proposal are perceived or found to be in conflict with this Agreement, the Agreement shall take precedence. 39. CONFLICT OF INTEREST. Concessionaire represents that it presently has no interest and shall acquire no interest, either direct or indirect,which would conflict in any manner with the performance of services required hereunder. Concessionaire further represents that no persons having any such interest shall be employed to perform those services. 40. PROHIBITION OF GIFTS TO COUNTY EMPLOYEES. No organization or individual shall offer or give, either directly or indirectly, any favor, gift, loan, fee, service or other item of value to any County employee,as set forth in Chapter 112,Part III, Florida Statutes, Collier County Ethics Ordinance No. 2004-05, as amended, and County Administrative Procedure 5311. Violation of this provision may result in one or more of the following consequences: a. Prohibition by the individual, firm, and/or any employee of the firm from contact with County staff for a specified period of time; b. Prohibition by the individual and/or firm from doing business with the County for a specified period of time,including but not limited to: submitting Concessionaire Agreement-2019 Page 10 of 13 16G1 sir's:41 bids, RFP, and/or quotes; and, c. immediate termination of any Agreement held by the individual and/or firm for cause. 41. COMPLIANCE WITH LAWS. By executing and entering into this Agreement, the Concessionaire is formally acknowledging without exception or stipulation that it agrees to comply,at its own expense,with all federal, state and local laws, codes, statutes,ordinances,rules, regulations and requirements applicable to this Agreement, including but not limited to those dealing with the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations relating thereto,as either may be amended;taxation,workers' compensation,equal employment and safety including, but not limited to, Florida Public Records Law Chapter 119, including specifically those contractual requirements at F.S. §119.0701(2)(a)-(b) as stated as follows: IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: Communication and Customer Relations Division 3299 Tamiami Trail East, Suite 102 Naples, FL 34112-5746 Telephone: (239) 252-8383 The Contractor must specifically comply with the Florida Public Records Law to: 1. Keep and maintain public records required by the public agency to perform the service. 2. Upon request from the public agency's custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. 3. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the Contractor does not transfer the records to the public agency. 4. Upon completion of the contract, transfer, at no cost, to the public agency all public records in possession of the Contractor or keep and maintain public records required by the public agency to perform the service. If the Contractor transfers all public records to the public agency upon completion of the contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the contract, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the public agency, upon request from the public agency's custodian of public records, in a format that is compatible with the information technology systems of the public agency. Concessionaire Agreement-2019 Page 11 of 13 16G1 ,eir7,41 If Concessionaire observes that the Contract Documents are at variance therewith, it shall promptly notify the County in writing. Failure by the Concessionaire to comply with the laws referenced herein shall constitute a breach of this Agreement and the County shall have the discretion to unilaterally terminate this Agreement immediately. 42. AGREEMENT TERMS. If any portion of this Agreement is held to be void, invalid,or otherwise unenforceable, in whole or in part,the remaining portion of this Agreement shall remain in effect. 43. DISPUTE RESOLUTION. Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the parties, the parties shall make a good faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by representatives of Concessionaire with full decision-making authority and by County's staff person who would make the presentation of any settlement reached during negotiations to County for approval. Failing resolution, and prior to the commencement of depositions in any litigation between the parties arising out of this Agreement, the parties shall attempt to resolve the dispute through Mediation before an agreed-upon Circuit Court Mediator certified by the State of Florida. The mediation shall be attended by representatives of Concessionaire with full decision-making authority and by County's staff person who would make the presentation of any settlement reached at mediation to County's board for approval. Should either party fail to submit to mediation as required hereunder, the other party may obtain a court order requiring mediation under section 44.102, Fla. Stat. 44. VENUE. Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. 45. SECURITY. The Concessionaire is required to comply with County Ordinance 2004-52, as amended. Background checks are valid for five (5) years and the Concessionaire shall be responsible for all associated costs. If required, Concessionaire shall be responsible for the costs of providing background checks by the Collier County Facilities Management Division for all employees that shall provide services to the County under this Agreement. This may include, but not be limited to, checking federal, state and local law enforcement records, including a state and FBI fingerprint check, credit reports, education,residence and employment verifications and other related records. Concessionaire shall be required to maintain records on each employee and make them available to the County for at least four (4) years. All of Concessionaire's employees and subcontractors must wear Collier County Government Identification badges at all times while performing services on County facilities and properties. Concessionaire ID badges are valid for one(1)year from the date of issuance and can be renewed each year at no cost to the Concessionaire during the time period in which their background check is valid, as discussed below. All technicians shall have on their shirts the name of the contractor's business. The Concessionaire shall immediately notify the Collier County Facilities Management Division via e-mail (DL-FMOPS@colliergov.net) whenever an employee assigned to Collier County separates from their employment. This notification is critical to ensure the continued security of Collier County facilities and systems. Failure to notify within four (4) hours of separation may result in a deduction of$500 per incident. Concessionaire Agreement-2019 Page 12 of 13 16G1 ii421 IN WITNESS WHEREOF,the Concessionaire and the CCAA,have each,respectively,by an authorized person or agent,hereunder set their hands and seals on the date and year first above written. ATTEST = Collier County Board of County Commissioners Crystal-K. ihzel, Clerk & acting as the Coll' ' . . .. Airport Authority Comptro •, / .2). , • OA By: , Attest as to O�'Clerk WIL'IAM L. MCDANIEL, JR., CHAIRMAN Si.nature only. ppro-al to 'o. . d Legality: 1111V „ill 1 Sells'R. 'e./h Deputy County Attorney Concessionaire: Enterprise easing Company of 411, Florida,LLC First Witness: By: (/ (Signature of Officer) Print Name: Cr ,r. 0L.sA5 4...., ' W G.iPrinted Name/Title: .. ,Ozi�G'Second Wi i=• . Date: tO-- I-- — vO tci Print Name: C ,...5, Item# I D itenda Die � -- I-� � Date0 . 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II _ 1-., .,_ , i l i , i.,,..,•,,, ,, ,, „..,•_,----- .4J ,,,,..,h). — '-' ---- -4 '-‘.: _,'g 1 ,=--_--"J 1----11-1i',,' - • iv t , Al 1, , ' I 1,1 7 ---- 'f--------,-,) -.-•,---',',„_,,,z_.--,LL, „ i 1 - ' i -'- iiiiiiiiiiiiiill .. , , .. -`1-- 1" iiii1111111' t _ 1.11.1 • - •':__.) ....,..-1,;,..-..4,'---L,,,?- --..-,- ..,T---.----- _ CD SO Wel a a� E C7 cu L tin Q ^ •LE. L 1-• L IJ C k W 7------._ _ W W 0 cn d.) \� U cesQ CA Cd I0 E 4,1 o � on = _.i I. ct — — ; — rmio C — — �— — ,. .�: CI) \ .........'. > ,I J1 1.11H uDDI.zed z joWTWd .Jid jTATJ deoipuil to L a cu U_ .0 (D b tl x [3-- mi, 7 a , , (.1) : ti .,.., ,t a) : 1 el) _ „,.< k _.. 1 p ��' ... S _ t 0) cti 0 N L� (----- U U v K '''''' 44 cA Q .C , 0 Q. I (n w i w X3'1 / g. �s II ct .o mi x ■ i : ,B I l ,.I r _i 1 � '''..� 16 C1 A� DATE(MM/DD/YYYY) CERTIFICATE OF LIABILITY INSURANCE 06/07/2019 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 USA Inc. NAME: PHONE FAX 701 Market Street,Suite 1100 (A/C.No.Ext): (A/C.No): St.Louis,MO 63101 E-MAIL Attn:StLouis.CertRequest@Marsh.com;Phone:866-966-4664 ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC# CN101321765-$5M-GAWU-18-19 3599 EHI . INSURER A:The Travelers Indemnity Company of Connecticut 25682 INSURED INSURER B:American Guarantee and Liability Insurance Company 26247 Enterprise Holdings,Inc. and its subsidiaries INSURER c:Travelers Property Casualty Company of America 25674 600 Corporate Park Drive INSURER D: St.Louis,MO 63105 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: CHI-009288085-05 REVISION NUMBER: 5 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 SUER PPOLICY NUMBER (MM LTRLICY EFF POLICY EXP TYPE OF INSURANCE IVSD NSD WVD /DD/YYYY) (MM/DD/YYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY X HC2E-GLSA-474M7351-TCT-18 09/01/2018 09/01/2019 EACH OCCURRENCE $ 3,000,000 DAMAGE TO CLAIMS-MADE X OCCUR PREMISES(EaENTED occurrence) $ 1,000,000 X Fire Damage(Any One Fire) MED EXP(Any one person) $ 10,000 PERSONAL&ADV INJURY $ 3,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 15,000,000 X POLICY PROT- LOC PRODUCTS-COMP/OP AGG $ 3,000,000 JEC OTHER: A AUTOMOBILE LIABILITY HEEAP-474M7302-TCT-18 09/01/2018 09/01/2019 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 PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY (Per accident) X SIR 2,000,000 $ B X UMBRELLA LIAB X OCCUR AUC3781903-18 09/01/2018 09/01/2019 EACH OCCURRENCE $ 5,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $ 5,000,000 DED RETENTION$ _ $ C WORKERS COMPENSATION HRJUB-474M7062-18(WI) 09/01/2018 09/01/2019 x SPER TATUTE ETH AND EMPLOYERS'LIABILITY C Y/N HWXJUB-474M7074-18(OH) 09/01/2018 09/01/2019E.L.EACH ACCIDENT $ 5,000,000 AN YP RO P R I ETO R/PA RT N E R/EX E C U TI V E C OFFICERIMEMBEREXCLUDED9 n N/A HC2JUB-474M7050-18(AOS)AOS) 09/01/2018 09/01/2019 5,000,000 (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under *SEE ATTACHED* 5,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Re:GPBR:3599,Address:1905 Boy Scout Drive,Fort Myers,FL 33907;Marco Island FBO bid Collier County Board of County Comissioners,OR,Board of County Commissioners in Collier COunty,OR Collier County Government,OR,Collier County 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 uncle this policy. General Liability is primary and non-contributory over any existing insurance and limited to liability arising out of the operations of the named insured and where required by written contract. CERTIFICATE HOLDER CANCELLATION Collier County Board of County SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Commissioners THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 3295 Tamiami Trail E ACCORDANCE WITH THE POLICY PROVISIONS. Naples,FL 34112 AUTHORIZED REPRESENTATIVE of Marsh USA Inc. Manashi Mukher)'ee �La-...Aao►,: .. ec-w4<-a I ©1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD 16 G1 AGENCY CUSTOMER ID: CN101321765 LOC#: St. Louis AR 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 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#HC2JUB-474M7050-18 provides Employers Liability for all States with the exception of Wisconsin,Policy#HRJUB-474M7062-18 provides Employers Liability for Wisconsin. Umbrella Retained Limits U.S.Automobile Liability$15,000,000 Combined Single Limit. ACORD 101 (2008/01) ©2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD