Attachment_A_-_RAC_Sample_Agreement.pdf

ATTACHMENT A:

St. Pete-Clearwater International Airport

On-Airport Rental Car Concession Agreement

Between Pinellas County

And

SAMPLE

ON-AIRPORT RENTAL CAR CONCESSION AGREEMENT AT THE

ST. PETE-CLEARWATER INTERNATIONAL AIRPORT

Contents

ARTICLE 1 - RECITALS

ARTICLE 2 - DEFINITIONS

2.01 “ACDBE”

2.02 “Airport”

2.03 “Annual Percentage Payment”

2.04 “Assigned Premises”

2.05 “Brand”

2.06 “Concession”

2.07 “Concession Fees”

2.08 “Contract Year”

2.09 “Customer Facility Charge (CFCs)”

2.10 “Department”

2.11 “FAA”

2.12 “Facility Rental”

2.13 “Gross Revenues”

2.14 “Local Revenue”

2.15 “Minimum Annual Guarantee”

2.16 “Monthly Percentage Payment”

2.17 “Non-Airport Customer”

2.18 “Response”

2.19 “Storage Spaces”

2.20 “Terminal”

2.21 “Transaction Day”

2.22 “TSA”

ARTICLE 3 - EFFECTIVE DATE AND TERM

3.01 Effective Date

3.02 Term

ARTICLE 4 - PRIVILEGES AND PREMISES

4.01 Description of Specific Privileges, Uses and Rights

4.02 Description of General Privileges, Uses and Rights

4.03 Restrictions of Privileges, Uses and Rights

4.04 Condition of the Assigned Premises and Airport

4.05 Dual Branding

4.06 Modifications to Assigned Premises

ARTICLE 5 - CONCESSION FEES, FACILITY RENTAL AND ACCOUNTABILITY

5.01 Concession Fees

5.02 Abatement of Minimum Annual Guarantee

5.03 Facility Rental

5.04 Payment of Additional Charges and Fees

5.05 Unpaid Fees and Charges

5.06 Diversion of Gross Revenues

5.07 Sales and Use Tax

5.08 Net Agreement

5.09 Place of Payments

5.10 Monthly Reports of Gross Revenues and Transaction Days

5.11 Accounting Records

5.12 Audit Requirements

5.13 Audit by County

5.14 Concession Pass-Through

ARTICLE 6 - CONSTRUCTION OF IMPROVEMENTS

6.01 Required Improvements

6.02 Alterations, Improvements or Additions

6.03 Construction Requirements

6.04 No Liens

ARTICLE 7 - TITLE TO IMPROVEMENTS

7.01 Title to Improvements

7.02 Removal of Improvements

ARTICLE 8 - OBLIGATIONS OF CONCESSIONAIRE

8.01 Maintenance and Repair

8.02 Concession Service Standards

8.03 Concession Operational Standards

8.04 Utilities

8.05 Cleanliness of Premises

8.06 Security

8.07 Airport Security Program

8.08 Liquidated Damages

ARTICLE 9 - INSURANCE

ARTICLE 10 - RELATIONSHIP OF THE PARTIES

ARTICLE 11 - INDEMNIFICATION

ARTICLE 12 - DAMAGE OR DESTRUCTION OF PREMISES/IMPROVEMENTS

12.01 Concessionaire’s Obligations

12.02 Right to Cancel

12.03 Termination Upon Destruction or Other Casualty

ARTICLE 13 - TERMINATION OF AGREEMENT, DEFAULT, AND REMEDIES

13.01 Termination

13.02 Default

13.03 Remedies

13.04 Termination by Concessionaire

13.05 Surrender of Assigned Premises

ARTICLE 14 - ASSIGNMENT AND TRANSFER

ARTICLE 15 - SIGNS

ARTICLE 16 - LAWS, REGULATIONS, PERMITS AND TAXES

16.01 General

16.02 Permits and Licenses Generally

16.03 Safety Regulations

16.04 Payment of Taxes

ARTICLE 17 - DISCLAIMER OF LIABILITY

ARTICLE 18 - NOTICES

ARTICLE 19 - GOVERNMENTAL RESTRICTIONS

19.01 Federal Right to Reclaim

19.02 Federal Review

19.03 County Tax Assessment Right

19.04 Right of Flight

19.05 Operation of Airport

19.06 Release

ARTICLE 20 - NON-DISCRIMINATION

20.01 General Civil Rights Provision

20.02 Civil Rights – Title VI Assurance

20.03 Clauses for Transfer of Real Property Acquired or Improved Under the Airport Improvement Program

20.04 Clauses for Construction/Use/Access to Real Property Acquired Under the Activity, Facility or Program

20.05 Airport Concession Disadvantaged Business Enterprise Participation

20.06 ACDBE Reporting Requirement

ARTICLE 21 - PERFORMANCE SECURITY

ARTICLE 22 - MOST FAVORED NATION’S CLAUSE

ARTICLE 23 - MISCELLANEOUS

23.01 County Not Liable

23.02 Authorized Uses Only

23.03 Waivers

23.04 Subordination to Federal Agreements

23.05 County’s Governmental Authority

23.06 Rights Reserved to County

23.07 Invalidity of Clauses

23.08 Venue

23.09 Governing Law

23.10 Inspections

23.11 Remedies Cumulative

23.12 Paragraph Headings

23.13 Binding Effect

23.14 Performance

23.15 Public Entity Crimes

23.16 Conflict

23.17 Excusable Delay

23.18 Incorporation by References

23.19 Entirety of Agreement

23.20 Construction

23.21 Radon

EXHIBIT “A” – ASSIGNED PREMISES – COUNTER AREA

EXHIBIT “B” – READY RETURN PARKING AREA

EXHIBIT “C” – EXAMPLE MONTHLY REPORTING FORM

EXHIBIT “D” - TITLE VI LIST OF PERTINENT NONDISCRIMINATION ACTS AND AUTHORITIES

ON-AIRPORT RENTAL CAR CONCESSION AGREEMENT

AT THE ST. PETE-CLEARWATER INTERNATIONAL AIRPORT

This On-Airport Rental Car Concession Agreement (Agreement) is made and entered into by and between Pinellas County, a political subdivision of the State of Florida (hereinafter “County”), and ________________, a ____________ organized under the laws of the State of ___________, d/b/a _______________, having its office and principal place of business at ________________________ (hereinafter “Concessionaire”).

W I T N E SS E T H:

WHEREAS, County owns and operates the St. Pete-Clearwater International Airport, located in Pinellas County, Florida; and

WHEREAS, Concessionaire submitted a response to County’s public solicitation for competitive bids for the On-Airport Rental Car Concession, Invitation for Bid No. 26-0447-REQ which opened ____________, 2026; and

WHEREAS, Concessionaire was selected to operate at the Airport as a rental car concessionaire which includes the non-exclusive right to lease space in the terminal for the purpose of conducting Concessionaire’s business; and

WHEREAS, Concessionaire has indicated a willingness and demonstrated the ability to properly finance, operate, and manage an Airport concession in accordance with the terms of this Agreement.

NOW, THEREFORE, in consideration of the premises and of the mutual convents herein contained, and for such other good and valuable consideration, the receipt of which the parties hereby expressly acknowledge, the parties hereto covenant and agree to the following terms and conditions:

ARTICLE 1 - RECITALS

The foregoing recitals are true and correct and are hereby incorporated herein by reference.

ARTICLE 2 - DEFINITIONS

2.01 “ACDBE” means airport concession disadvantaged business enterprise as that term is defined by

49 CFR Part 23 of the Code of Regulations, as now or hereafter amended from time to time.

2.02 “Airport” means the St. Pete-Clearwater International Airport.

2.03 “Annual Percentage Payment” means ten percent (10%) of Concessionaire’s annual Gross

Revenues.

2.04 “Assigned Premises” means the following:

Counter Area & Parking Block: that certain counter space (approximately ______sq. ft.) in the

Airport Terminal Arrivals Facility (Baggage Claim) designated as #_ on Exhibit "A", attached hereto and made a part hereof, together with one parking block designated as #_ on Exhibit “B” and consisting of ___ square feet for the Concessionaire's rental cars in the designated Terminal Building parking area.

2.05 “Brand” means a word, mark, symbol, design, term or combination of these used for the purpose of identifying a product or service.

2.06 “Concession” means the rental car concession operated by Concessionaire pursuant to the terms and conditions of this Agreement.

2.07 “Concession Fees” means the fees payable by Concessionaire to County pursuant to Article

5.01(A) and (B).

2.08 “Contract Year” means the twelve (12) month period, beginning on October 1, 2026, and ending on September 30, 2027, and each twelve (12) month period thereafter, until the termination of this Agreement.

2.09 “Customer Facility Charge (CFCs)” means all customer facility charges, authorized pursuant to

Pinellas County approval as may be amended from time to time.

2.10 “Department” means the County Department that manages the St. Pete-Clearwater International

Airport.

2.11 “FAA” means the Federal Aviation Administration.

2.12 “Facility Rental” means the annual rental rate payable by Concessionaire to County for

Concessionaire’s use and occupancy of the Assigned Premises pursuant to Article 5.03.

2.13 “Gross Revenues” means, as determined in the reasonable discretion of the County, all monies due Concessionaire, whether paid or unpaid, from any and all customers for the use, rental or lease of vehicles and any additional services or accessories contracted for, delivered, supplied or rented at or from the Airport regardless of where, how (cash, credit, barter or otherwise) or by whom payment is made; whether the customer is transported from the Airport to an off-Airport place of business; or where the vehicle is picked up or returned.

All transactions made at the Airport or attributable to customers arriving at the Airport in the last forty-eight (48) hours are to be transactions included as a part of Gross Revenues. Additionally, transactions made within a five (5) mile radius of the Airport property boundary will be attributed to a customer arriving at the Airport within the last forty-eight (48) hours unless specifically identified as a Non-Airport Customer. Any transaction not with a Non-Airport Customer within the five (5) mile radius of the Airport property boundary will be considered on-airport for the purposes of collection of a CFC. Concessionaire agrees that it will not divert or allow to be diverted any automobile revenues from the Airport to any off-Airport location and that Gross Revenues shall include any and all such diverted transactions.

Unless revenues are expressly and specifically excluded from Gross Revenues, all revenues derived from, arising out of or becoming payable on account of the Concession, whether directly or indirectly, shall be included in Gross Revenues. Gross Revenues shall include, but shall not be limited to:

1. The time and/or mileage charges, after discounts taken at the time of rental, assessed by

Concessionaire to its customers;

2. The premiums on any and all insurance sold, including personal accident insurance, personal effects and cargo insurance, life insurance and any other insurance sold in connection with a vehicle rental;

3. Sums received from customers for Collision Damage Waiver (CDW) protection and Loss

Damage Waiver (LDW) protection;

4. Any and all add-on fees and charges including extra driver coverage, underage driver coverage and vehicle upgrade charges;

5. Any and all fees and charges for equipment, supplies and incidental items which are made available and charged for separate from the vehicle including, but not limited to, sporting equipment, cellular telephones, GPS devices, child restraint seats, video equipment, and any other incidental items and services;

6. All local revenue;

7. All charges attributable to any vehicle originally rented at the Airport which is exchanged at any other location of Concessionaire;

8. All proceeds from the long-term lease of vehicles from any location on the Airport;

9. The amount charged to Concessionaire’s customers at the commencement or the conclusion of the rental transaction for the cost of furnishing and/or replacing fuel provided by Concessionaire;

10. The amount charged by Concessionaire as a pass through to its Customers of Concession

Fees;

11. Charges commonly referred to as “drop charges” or “intercity fees.”

12. Charges commonly referred to as administration fees.

Gross Revenues shall not include:

1. The amount of any sales taxes or other similar excise taxes, now or hereafter levied or imposed by a governmental agency, which are separately stated and collected from customers;

2. Any sums received as insurance proceeds, or payments from Concessionaire’s customers or insurers specifically for damage to vehicles or other property of Concessionaire other than any administration fees;

3. Sums specifically received as the result of the loss, conversion, or abandonment of

Concessionaire’s vehicles other than administration fees;

4. Sums specifically received from the sale of vehicles off - Airport premises or other equipment used in the operation of the Concession, the use of which Concessionaire wishes to discontinue;

5. The amount of any CFCs received by Concessionaire, which are separately stated and collected from customers;

6. Reimbursements for amounts actually paid for speeding tickets, parking tickets, red light tickets, tolls and toll violations, and impound fees from its customers to pass through without markup to an independent third party with no amount being retained by Concessionaire. However, any amounts collected above the pass-through amount shall be included as Gross Revenue under this Agreement.

Gross Revenues may not be reduced by promotional or other discounts not given directly to the customer at the time of rental. The retroactive adjustment by Concessionaire of Gross Revenues designated as volume discounts or rebates, corporate discounts or rebates, or any other designation of any nature, or for any other purpose, is prohibited.

2.14 “Local Revenue” means revenue derived from a vehicle rental transaction with a customer who has not deplaned at the Airport, yet the rental transaction occurred at the Airport. It also includes revenue derived from a vehicle rental transaction from one of the fixed base operators (FBO) located on the airport.

2.15 “Minimum Annual Guarantee” means a minimum amount to be paid to County on an annual basis during each Contract Year as set forth in Article 5.01(A).

2.16 “Monthly Percentage Payment” means ten percent (10%) of Concessionaire’s monthly Gross

Revenues.

2.17 “Non-Airport Customer” means any customer that has confirmed in writing on their rental car contract with the Concessionaire that he or she has not deplaned from the Airport within the last forty-eight (48) hours.

2.18 “Response” means Concessionaire’s response to County’s Invitation for Bid No. 26-0447-REQ which opened ______________, 2026.

2.19 “Storage Spaces” means those rental car vehicle spaces, other than those in the Parking Blocks, located at one or more locations on the Airport designated by the Airport Director and available for Concessionaire vehicle storage on a daily basis. The location, number and availability of Storage Spaces is subject to change based on the demand and activity levels at the Airport.

2.20 “Terminal” means the passenger terminal building located at the Airport.

2.21 “Transaction Day” means each twenty-four (24) hour period or portion thereof, for which a customer of a Rental Car company rents, or otherwise enters into a similar arrangement for the use of a motor vehicle and for which the Rental Car company collects revenue from the customer. Late returns (after twenty-four (24) hours) shall be considered a Transaction Day.

2.22 “TSA” means the Transportation Security Administration.

ARTICLE 3 - EFFECTIVE DATE AND TERM

3.01 Effective Date. This Agreement is expressly contingent upon the approval of the Pinellas County

Board of County Commissioners and shall become effective when signed by all parties and approved by the Pinellas County Board of County Commissioners.

3.02 Term. The term of this Agreement shall be for a period of sixty (60) months, commencing on

October 1, 2026 (the “Commencement Date”) and terminating on September 30, 2031 (the “Term”), unless sooner terminated as provided herein.

ARTICLE 4 - PRIVILEGES AND PREMISES

4.01 Description of Specific Privileges, Uses and Rights. County hereby grants to Concessionaire the following non-exclusive specific privileges, uses and rights, all of which shall be subject to the terms, conditions and covenants set forth herein:

A. To conduct and operate a high-quality rental car concession at the Airport from the

Assigned Premises.

B. To offer for rent additional services or accessories to complement the basic vehicle rental from the Assigned Premises. Such additional services or accessories may include the right to offer for sale related loss and collision damage waiver protection, personal injury and accident insurance, supplemental liability, uninsured motorist, and personal effects insurance; and to provide customer service features such as child safety seats, GPS devices and satellite radio.

4.02 Description of General Privileges, Uses and Rights. In addition to the specific privileges granted pursuant to Article 4.01, County hereby grants to Concessionaire:

A. The nonexclusive use of the public areas within the Terminal for Concessionaire, its employees, contractors, patrons, invitees, suppliers of service, agents and authorized sublessees, if any, in connection with its operations hereunder. For purposes of this Agreement, “Public Areas” means the public corridors, restrooms and other areas within the Terminal that the general public has the right to access. Public Areas shall at all times be subject to the exclusive control and management of County. County shall have the full right and authority to make all rules and regulations as County may in its sole discretion deem proper, pertaining to the proper operation and maintenance of the Airport; and

B. The nonexclusive right of ingress to and egress from the Terminal over and across public roadways and walkways serving the Airport for Concessionaire, its employees, contractors, patrons, invitees, suppliers of service, agents and authorized sublessees, if any, in connection with its operations hereunder.

Nothing herein contained shall be construed to grant to Concessionaire, its employees, contractors, patrons, invitees, suppliers of service, agents or authorized sublessees, if any, the right to use or occupy any space or area at the Airport improved or unimproved that is leased or assigned to a third party, or, except as expressly set forth in Article 4.02(A) and

(B) above, County has not leased to Concessionaire pursuant to this Agreement. The general privileges, uses and rights granted in this Article 4.02 shall be subject to the terms, conditions and covenants set forth herein.

4.03 Restrictions of Privileges, Uses and Rights. The rights granted hereunder are expressly limited to the operation and management of a rental car concession. Concessionaire covenants and agrees that the Assigned Premises shall be used solely for the uses permitted in Articles 4.01 and 4.02 above and for no other purposes whatsoever. Concessionaire acknowledges and agrees that Concessionaire shall not have the exclusive right to conduct a rental car concession at the Airport, and County may arrange with others for similar activities at the Airport. Concessionaire acknowledges that County may enter into agreements and/or permits with companies providing rental car services from fixed based operator locations and off-Airport locations.

4.04 Condition of the Assigned Premises and Airport. Concessionaire expressly acknowledges that it has inspected the Assigned Premises and Airport and accepts the same “As Is, Where Is” in the condition existing as of the Effective Date, together with all defects latent and patent, if any.

Concessionaire further acknowledges that County has made no representations or warranties of any nature whatsoever regarding the Airport or the Assigned Premises, including, but not limited to, the physical and/or environmental condition of the Assigned Premises, or any improvements located thereon, or the value of the Assigned Premises or improvements, or the suitability of the Assigned Premises, or any improvements, or Concessionaire’s legal ability to use the Assigned Premises for Concessionaire’s intended use thereof.

4.05 Dual Branding. Subject to the provisions of this Article 4.05, Concessionaire may market or operate a maximum of two (2) Brands of rental car service companies from the Assigned Premises, provided that: (I) any brand designated in this Agreement must be 100% owned or controlled by Concessionaire; and (ii) Concessionaire proposed marketing or operating two (2) Brands of rental car companies in its Response. Concessionaire acknowledges and agrees that Concessionaire shall not be entitled to substitute, modify or add to the Brands of rental car service companies being marketed or operated from the Assigned Premises beyond those proposed in Concessionaire’s Response during the Term. In the event Concessionaire markets or operates two (2) Brands of rental car services companies from the Assigned Premises, Concessionaire shall provide a separate Statement of Gross Revenues (as hereinafter defined) for each Brand pursuant to Article 5.10 below and shall provide separate schedules of revenues and vehicle transactions for each Brand pursuant to Article 5.12(A) and (B) below.

4.06 Modifications to Assigned Premises. The Airport reserves the right to increase and/or decrease the size of the Parking Blocks available or even to relocate the Parking Blocks provided to an alternative parking area. Any increase and/or decrease in the size of the Parking Blocks will be based on the percentage of Concessionaire’s Block determined above to the total of all on airport rental car concessionaire’s blocks. If the parking blocks are relocated to an alternate location, the Airport would supply and install the poles for the stalls and provide the striping for the stalls and the lanes. The Concessionaire would be responsible for the placement of signs on the poles, and the relocation of any kiosks, buildings or other Concessionaire improvements including any necessary electrical or communication infrastructure.

ARTICLE 5 - CONCESSION FEES, FACILITY RENTAL AND ACCOUNTABILITY

5.01 Concession Fees. For the concession privileges granted hereunder, Concessionaire shall pay to

County Concession Fees equal to the greater of the Minimum Annual Guarantee or Annual Percentage Payment for each Contract Year throughout the Term of this Agreement. Concession Fees shall be payable in advance by installment as provided for herein and shall be reconciled on an annual basis in accordance with the provisions of Article 5.12 below.

A. Minimum Annual Guarantee. Concessionaire shall pay to County commencing upon the

Commencement Date and on the first day of each and every month throughout the Term of this Agreement, one-twelfth (1/12) of the Minimum Annual Guarantee (MAG) for the applicable Contract Year without demand, deduction, holdback or setoff. Concessionaire agrees the Minimum Annual Guarantee for each of the following Contract Years shall be as follows:

October 1, 2026 - September 30, 2027 $__________ October 1, 2027 - September 30, 2028 $__________ October 1, 2028 - September 30, 2029 $__________ October 1, 2029 - September 30, 2030 $__________ October 1, 2030 - September 30, 2031 $__________

B. Percentage Payment. Within twenty (20) days after the beginning of each and every month throughout the Term of this Agreement, Concessionaire shall deliver a Statement of Gross Revenues (as hereinafter defined) for the preceding month to the Airport. In the event the Monthly Percentage Payment is greater than (1/12) of the Minimum Annual Guarantee for the applicable Contract Year, Concessionaire shall pay the difference to County with the Statement of Gross Revenues. This fee is for the privilege to engage in business at Airport and is not for lease of the Concession Premises. Concessionaire shall be liable for any State Sales Tax thereon, should such "privilege fee" now or hereafter be held to be taxable by the State of Florida.

5.02 Abatement of Minimum Annual Guarantee. In any Contract Year where the total deplanements at the Airport decline by 15% or more as compared to the prior Contract Year, the Concessionaire’s MAG hereinabove provided for in Section 5.01(A) for such Agreement Year shall be reduced proportionate to the decline in deplanements as part of the year-end reconciliation process. Where the County reasonably determines during any Contract Year that a MAG reduction is likely, the County may waive the Concessionaire’s obligations to remit the monthly 1/12th MAG installment payments for any period of time the County deems appropriate in its sole discretion, but Concessionaire shall continue to remit the Percentage Privilege Fee each month regardless.

5.03 Facility Rental. In addition to the Concession Fees, Concessionaire shall pay to County for the use and occupancy of the Assigned Premises, an annual Facility Rental described below. Annual counter area and parking block rental are payable in twelve equal monthly installments. All payments are payable in advance and without demand, on the first day of each calendar month of this Agreement, commencing October 1, 2026.

For the lease of the counter area, described in Article 2.04 hereof, the sum of Twenty-Four Dollars and Twenty-Six Center ($24.26) per square foot annually, plus applicable sales tax thereon, for the period October 1, 2026, through September 30, 2027. Monthly installments for the counter area are _____________ dollars ($XXX), plus any applicable sales tax thereon. Thereafter, commencing on October 1 of subsequent years during the term of this Agreement, counter area rent shall be calculated using the same per square foot per annum rate paid by the Airlines serving the Airport for office and counter space.

For the lease of the parking block, described in Article 2.04 hereof, the following rents plus applicable sales tax thereon.

Contract Year

Annual Facility Rental

Monthly Facility Rental

October 1, 2026 - September 30, 2027

October 1, 2027 - September 30, 2028

October 1, 2028 - September 30, 2029

October 1, 2029 - September 30, 2030

October 1, 2030 - September 30, 2031

If requested by the Concessionaire and as agreed upon with the Airport Director for the use of any Storage Spaces, the Concessionaire shall pay the County the daily rate established in the County approved Airport’s User Fee Schedule plus any applicable sales tax thereon. The rate may be adjusted from time to time by the County. The County will invoice Concessionaire for storage spaces used in arrears, payment for which is due thirty (30) days after the date of the invoice.

5.04 Payment of Additional Charges and Fees. In addition to the Concession Fees and Facility Rental, Concessionaire shall pay to County monthly within twenty (20) days of the end of the month, those CFCs collected by Concessionaire on County’ s behalf as required by Pinellas County. The County may also assess additional charges and fees for special items or activities including but not limited to badging fees, employee parking and rental car parking outside of Assigned Premises. The County may assess reasonable, non-discriminatory charges for these special items or activities.

Other charges payable by Concessionaire, shall be paid by Concessionaire to County no later than thirty (30) days following receipt by Concessionaire of billing therefore.

5.05 Unpaid Fees and Charges. All payments required to be made to the County hereunder shall bear interest at the rate of eighteen percent (18%) per year from the date due to date of payment, if not paid within fifteen (15) days from the date due. Said interest shall be calculated on a daily basis and shall be due and payable when billed. In addition to payment of interest at said rate for any delinquency, an administrative fee of $25.00 shall also be paid to the County for its additional accounting and recording expenses occasioned by such delinquent payments. In accordance with applicable Board of County Commissioners’ Resolutions or Board of County Commissioners approved Rules and Regulations, the Airport Director may waive the imposition of interest and administrative fees. County shall not be prevented from terminating this Agreement for default in payment due to County pursuant to this Agreement or from exercising any other remedies contained herein or implied by law.

5.06 Diversion of Gross Revenues. Concessionaire shall not intentionally divert, through direct or indirect means, any of Concessionaire’s rental car or related business with Airport’s customers to off-airport locations of Concessionaire or affiliates of Concessionaire without including the Gross Revenues of such transactions in Concessionaire’s reported Gross Revenues. Any such intentional diversion of Gross Revenues shall constitute a breach of contract and the County shall have the right to immediately terminate this Agreement upon determination by the County or its auditors that an intentional diversion exists or has occurred. Concessionaire shall not modify its accounting treatment or rename or redefine services or products.

5.07 Sales and Use Tax. Concessionaire shall pay monthly to County any sales, use or other tax, or any imposition in lieu thereof (excluding State and/or Federal Income Tax) now or hereinafter imposed upon the rents, use or occupancy of the Assigned Premises imposed by the United States of America, the State of Florida, or Pinellas County, notwithstanding the fact that the statute, rule, ordinance or enactment imposing the same may endeavor to impose the tax on County.

5.08 Net Agreement. This Agreement in every sense shall be without cost or expense to County including without limitation, cost and expenses relating to the development, maintenance, improvements and operation of the Assigned Premises.

5.09 Place of Payments. All payments required to be made by the Concessionaire under this Agreement shall be made payable to “St. Pete-Clearwater International Airport” and shall be paid to the Airport Director’s Office – Suite 221, 14700 Terminal Blvd, St. Pete-Clearwater International Airport, Clearwater, FL 33762 or other office or address as may be substituted therefore.

5.10 Monthly Reports of Gross Revenues and Transaction Days. Within twenty (20) days after close of each month of throughout the Term of this Agreement, Concessionaire shall submit to the Airport, a Statement of Gross Revenues, Transactions and Transaction Days that: (1) details Gross Revenues for the prior calendar month (2) separately identifies any exclusions from Gross Revenues and (3) lists the number of transactions and transaction days for the prior calendar month. Concessionaire shall use Exhibit “C” or a form of similar level of detail satisfactory to the Airport. The Concessionaire should submit its Statement of Gross Revenues and Transaction Days in an electronic format.

5.11 Accounting Records. Concessionaire shall keep, throughout the Term of this Agreement, all books of accounts and records customarily used in this type of operation, in accordance with Generally Accepted Accounting Principles prescribed by the American Institute of Certified Public Accountants or any successor agency thereto. Such books of accounts and records shall be retained and be available for five (5) years from the end of each Contract Year, including five (5) years following the expiration or termination of this Agreement. County shall have the right to audit and examine during normal business hours upon prior written notice all such books of accounts and records relating to Concessionaire’s operations hereunder. If the books of accounts and records are kept at locations other than the Airport, Concessionaire shall, at its sole cost and expense, arrange for them to be brought to a location convenient to the auditors for County in order for County to conduct the audits and inspections as set forth in this Article. Concessionaire shall maintain a record of each vehicle rental agreement written at the Airport, including a copy of each original agreement signed by Concessionaire’s customer. These records can be maintained at the Concessionaire’s home office and in an electronic format. Accountability for the numerical sequence of contracts issued and unissued shall be maintained. Accounting records of Concessionaire shall be stored sequentially, or in such other manner approved by the Airport, to provide reasonable and expeditious access for audit purposes hereunder. Failure to maintain books of accounts and records as required under this Article 5.11 shall be deemed to be a material breach of this Agreement. The obligations arising under this Article 5.11 shall survive the expiration or termination of this Agreement.

5.12 Audit Requirements. Within ninety (90) days after the close of each contract year, Concessionaire shall provide to the Airport an audit report on all Gross Revenues from operations at the Airport and from the operations of any of Concessionaire’s subsidiaries, contractors, management companies, or related or affiliated companies involved in providing services covered by this Agreement. The audit report shall cover the preceding Contract Year. The audit report shall be prepared by an independent Certified Public Accountant, not a regular employee of Concessionaire, in accordance with Generally Accepted Auditing Standards prescribed by the American Institute of Certified Public Accountants or any successor agency thereto. The audit report shall include the following:

A. Schedule of all revenues by category and month and a schedule of the payments made to

County.

B. Schedule summarizing the total number of vehicle rental transactions, total number of rental transaction days and any sales taxes collected by month.

C. The total amount of Concession Fees that have been paid to County in accordance with this Agreement.

D. The audit report shall include an opinion on the schedule of all revenues by category and by month, and number of rental transaction days by month, the schedule of payments to County, and the calculation of Concession Fees during the period.

Delivery of an audit report containing a qualified opinion, an adverse opinion, or a disclaimer of opinion, as defined by the American Institute of Certified Public Accountants or any successor agency thereto, shall be deemed to be a material breach of this Agreement. If the audit report indicates that the amount of Concession Fees (together with any sales taxes thereon) due and owing for any Contract Year is greater than the amount paid by Concessionaire to County during such Contract Year, the Concessionaire shall pay the difference to County with the audit report. If amount of Concession Fees actually paid by Concessionaire to County during any Contract Year exceeds the Concession Fees due and owing for such Contract Year, the County shall credit the overpayment in the following order: (i) against any past due amounts owed to County by Concessionaire, including interest and late fees; (ii) against currently outstanding, but not yet due, Concession Fees owed to County by Concessionaire; (iii) against future Concession Fees which will become due during the succeeding Contract Year; and (iv) against any other sums payable by Concessionaire to County. Notwithstanding the foregoing, in the event of an overpayment by Concessionaire during the last Contract Year, the County shall credit the overpayment against any remaining amounts owed to County, including interest and late fees, and refund to Concessionaire any overpayment amount in excess of the credit. Any credit issued will expire one year from the date of the credit being issued.

5.13 Audit by County. Notwithstanding any provision in this Agreement to the contrary, County or its representative(s) may at any time perform audits of all or selected operations performed by Concessionaire under the terms of this Agreement. In order to facilitate the audit performed by County, Concessionaire agrees to make suitable arrangements with the County’s representative(s) any and all working papers relevant to the annual statement report performed by the Certified Public Accountant. County or its representative(s) shall make available to Concessionaire a copy of the audit report prepared by or on behalf of County. Concessionaire shall have thirty (30) days from receipt of the audit report from County or its representative(s) to provide a written response to the Department regarding the audit report. Concessionaire agrees that failure of Concessionaire to submit a written response to the audit report in accordance with the requirements of this Article

5.13 shall constitute acceptance of the audit report as issued.

5.14 Concession Pass-Through. The Concessionaire acknowledges that the Annual Percentage

Payment by Concessionaire to the County under this Agreement are for the Concessionaire’s privilege to use the Airport facilities and access the airport market and are not fees imposed by the County upon Concessionaire’s customers. The County does not require, but will not prohibit, a separate statement of and charge for the percentage fee on customer invoices or rental agreement (“Recovery Fee”), provided that such Recovery Fee meets the following conditions:

A. Such Recovery Fee must be titled “Concession Recovery Fee” “Concession Recoupment

Fee” or such other appropriate name.

B. The Recovery Fee must be shown on the customer rental agreement and invoiced with other Concessionaire charges (i.e., above the line).

C. The Recovery Fee as stated on the invoice and charged to the customer shall be no more than eleven and eleven-hundredths percent (11.11%) of Gross Revenues and shall be specifically included in the Definition of Gross Revenues for purposes of remittance to the

D. Concessionaire shall neither identify, treat, nor refer to the Recovery Fee as a tax, nor imply that County is requiring pass through of such fee.

E. Concessionaire shall comply with all applicable laws, including Federal Trade Commission requirements and any commitment to or contractual obligation by Concessionaire with any group of State Attorneys General.

ARTICLE 6 - CONSTRUCTION OF IMPROVEMENTS

6.01 Required Improvements. Concessionaire shall, at its sole cost and expense, install all improvements and trade fixtures necessary and customary for the operation of a rental car concession within the Assigned Premises in accordance with the requirements of this Article 6.

6.02 Alterations, Improvements or Additions. Concessionaire shall make no alterations, additions or improvements to the Assigned Premises, without the prior written approval of the Airport, which approval may be granted or withheld by the Airport in its sole discretion.

6.03 Construction Requirements. All improvements, alterations and additions made by Concessionaire to the Assigned Premises shall be of high quality and meet all applicable Federal, State and local laws, regulations, rules and requirements. Prior to the commencement of construction, one (1) full and complete set of plans and specifications for all improvements, alterations and/or additions shall be submitted to the Airport for approval, which approval may be granted or withheld in the Airport’s sole discretion. All improvements shall be completed in accordance with construction standards established by the Airport and the plans and specifications approved by the Airport.

6.04 No Liens. Concessionaire covenants and agrees that nothing contained in this Agreement shall be construed as consent by County to subject the estate of County to liability under the Construction Lien Law of the State of Florida. Concessionaire shall notify any and all parties or entities performing work or providing materials relating to any improvements made by Concessionaire of this provision of this Agreement. If so requested by County, Concessionaire shall file a notice satisfactory to County in the Public Records of Pinellas County, Florida stating that the County’s interest shall not be subject to liens for improvements made by Concessionaire. In the event that a construction lien is filed against the Assigned Premises or other County property in connection with any work performed by or on behalf of Concessionaire, Concessionaire shall satisfy such claim, or transfer same to security within ten (10) days, County may do so and thereafter charge Concessionaire, and Concessionaire shall promptly pay to County upon demand all costs incurred by County in connection with the satisfaction or transfer of such claim, including, but not limited to, attorney’s fees.

ARTICLE 7 - TITLE TO IMPROVEMENTS

7.01 Title to Improvements. All fixtures and improvements that are constructed or placed upon the

Assigned Premises, excluding furnishings, equipment and trade fixtures, (the “Improvements”) shall become the absolute property of County upon termination or expiration of this Agreement and County shall have every right, title, and interest therein, free and clear of any liens, mortgages encumbrances.

7.02 Removal of Improvements. Notwithstanding anything in this Agreement to the contrary, County shall be entitled, at its option, to have the Assigned Premises returned to County free and clear of some or all of the Improvements at Concessionaire’s sole cost and expense. In such event, County shall provide timely notification to Concessionaire of its election to require removal of Improvements and, to the extent possible, County shall notify Concessionaire at least sixty (60) days prior to the expiration or termination of this Agreement. Concessionaire shall have sixty (60) days from date of notice within which to remove the Improvements. If Concessionaire fails to remove the Improvements, County may remove the Improvements. Concessionaire agrees that Concessionaire shall fully assume and be liable to County for payment of all costs of removal of the Improvements (whether direct or indirect) incurred by County, plus a twenty-five percent (25%) administrative overhead fee, which costs and administrative overhead fee shall be due and payable County within thirty (30) days from the date of the written notice provided by the Airport. The obligations arising under this Article 7 shall survive the expiration or termination of this Agreement.

ARTICLE 8 - OBLIGATIONS OF CONCESSIONAIRE

8.01 Maintenance and Repair. Concessionaire shall, at its sole cost and expense, maintain the

Assigned Premises and improvements and appurtenances thereto, in a safe and presentable condition consistent with good business practice, industry standards and in accordance with all applicable Federal, State and local laws, regulations and rules. Concessionaire shall repair all damages to the Assigned Premises caused by its employees, patrons, invitees, suppliers of service, or furnishers of material, or any other person whomsoever, and all damages caused by or resulting from in any way arising out of Concessionaire’s operations thereon or Concessionaire’s use of the Assigned Premises normal wear and tear excepted. Concessionaire shall maintain and repair all equipment thereon. Concessionaire shall repaint and refurbish its facilities as may be deemed necessary in the reasonable discretion of the Airport. The Airport may inspect the Assigned Premises upon giving prior written notice except in the event of an emergency to identify items in need of maintenance or repair and report in writing to the Concessionaire those items in need of maintenance and repair. Concessionaire agrees that it shall abide by the decision of the Airport with respect to any and all such maintenance or repair. The Airport shall reasonably judge Concessionaire’s performance under this Article 8.01 as to the quality of maintenance and repair.

Upon written notice by the Airport to Concessionaire, Concessionaire shall perform the required maintenance or repair in accordance with the Airport’s decision. If Concessionaire has not made a good faith effort, as determined by the Airport, to begin to perform the maintenance or repair within thirty (30) days after receipt of the Airport’s written notice and to diligently pursue the same to completion, County shall have the right to enter the Assigned Premises and perform the necessary maintenance or repair, and Concessionaire hereby expressly agrees that it shall fully assume and be liable to County for payment of the costs thereof, plus twenty-five percent (25%) administrative overhead. Such maintenance or repair cost, plus the administrative cost, shall be due and payable within thirty (30)days of the Airport’s billing therefore.

8.02 Concession Service Standards.

A. Subject to the terms and conditions of this Agreement, Concessionaire shall operate and manage the Concession for the purpose of providing rental car services to the traveling public and shall conform in all respects to all applicable Federal, State and local laws, regulations and rules.

B. The Assigned Premises shall be staffed and operated seven (7) days per week, commencing not less than thirty (30) minutes prior to the first scheduled departing flight and ending not less than thirty (30) minutes after the actual arrival of the last scheduled arriving flight, except as otherwise approved in writing by the Airport. Concessionaire shall adjust their online reservation system to reflect the hours of any published change in airline flight schedules at the Airport, as they are made known to Concessionaire, in order to allow for rentals through those new airline flight arrival and departure times.

In no event shall the hours of operation be curtailed to an extent that the service contemplated under this Agreement shall be diminished. Except as otherwise stated herein, the hours of service shall be determined in light of changing public demands and airline operating schedules. Concessionaire may advise the Airport Director of Concessionaire's analysis of the optimum arrangements, but the final determination shall be made by the Airport Director based on his analysis of necessary service to the public.

C. Concessionaire shall provide a fleet of no fewer than fifty (50) rental cars for rent at the

Airport.

D Concessionaire shall cause its employees to conduct themselves at all times in a courteous manner towards the public and to provide prompt, efficient and safe service.

E. Concessionaire shall be required to provide employees with nametags, uniforms and

Airport issued identification badges.

F. Concessionaire shall provide and maintain a high standard of service, quality and value.

G. Concessionaire recognizes that from time to time the Airport may cause quality assurance reviews of the Concession to be conducted upon the giving of at least twenty-four (24) hours written notice. Such reviews may include inspection of the Assigned Premises used in the operation of the Concession. Concessionaire agrees to fully cooperate in such quality assurance reviews and to immediately take whatever actions are necessary to correct any deficiencies.

8.03 Concession Operational Standards.

A. Concessionaire shall furnish its services and sales on a fair, equal, and non-discriminatory basis to all customers, and charge fair, reasonable, and non-discriminatory prices for all sales and services.

B. Concessionaire shall make all reasonable efforts, in a proper and ethical business manner, to maintain and develop the Concession and shall not divert or cause to be diverted any rental car business from the Airport.

C. Concessionaire shall not permit its employees nor any other person under its control to engage in open or public disputes or conflicts.

D. The Assigned Premises shall be operated and maintained in a safe, clean, orderly and inviting condition at all times.

E. Except such advertising and promotional items as may be purchased from the Airport’s advertising concessionaire or which the Airport has previously approved as permanent signage to be installed within the Assigned Premises, Concessionaire shall be strictly prohibited from posting any signage which advertises inducements, including, but not limited to, automobile rental rates, fuel charges, makes and models of automobiles, automobile equipment and amenities, availability of automobiles and any other type of promotional information or incentive.

F. Concessionaire shall not, in any manner, solicit customers from the Assigned Premises or elsewhere within the Terminal or its vicinity. This restriction shall include the approaching of any person by an employee or any other representative of Concessionaire for the purpose of offering information regarding Concessionaire or conducting surveys. This restriction shall apply at all times and at all Terminal locations.

G. Concessionaire’s customer service area located in front of the reservation counters are for the purpose of customer queuing and kiosk placement only, the area is included as counter area as part of the Assigned Premises and therefore is considered in the calculation of Facility Rental. The customer service area extends the width of Concessionaire’s reservation counter and twelve feet (12’) from the front of the counter. Such use of the customer service area requires that Concessionaire utilize only such barrier stanchions as specifically designated by the Airport and that the placement and condition of such stanchions be maintained in a neat and orderly manner and in good repair at all times.

Concessionaire shall be responsible for repositioning stanchions as needed and as requested by Airport staff. Any kiosks installed must be contained within Concessionaire’s Assigned Premises and coordinated through the Airport Director’s office with an Airport Tenant Improvement Form.

H. Concessionaire shall not represent itself as a provider of for-hire transportation services nor render services which are customarily provided by the operators of such transportation services.

I. Nothing contained herein shall require Concessionaire to own, unconditionally or otherwise, vehicles used in the operation of the Concession; provided, however, all vehicles used in the operation of the Concession shall be owned, leased, or rented by Concessionaire or an affiliate. Concessionaire may obtain such vehicles from any supplier.

J. All contracts, advertising, solicitation and publicity regarding Concessionaire shall be made in Concessionaire’s lawful name and shall not in any manner misrepresent the relationship between County and Concessionaire nor County’s interest herein.

K. The day-to-day operation and management of the Concession shall be under the direct supervision of an active, qualified and competent manager who shall at all times be subject to the direction and control of Concessionaire.

L. Prior to the Commencement Date, Concessionaire shall designate in writing to the

Department the name, address and telephone number of the manager who at all times shall be the authorized representative of Concessionaire for all matters relating to the Concession. Concessionaire shall provide written notice to the Department of any change in its manager within seven (7) days of the change and shall include any change of address or telephone number.

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