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06/16/2010 LeaseDANNYL. KOLHAGE CLERK OF THE CIRCUIT COURT DATE: November S, 2010 TO: Peter Horton, Director of Airports VIA: April Pearson FROM: Pamela G. Hanc ck, . C. At the June 16, 2010, Board of County Commissioners meeting, the Board granted approval and authorized execution of a Lease with Kennedy Galleries for retail space at Key West International Airport. This document was executed with Exhibit A; however, it was not part of the agenda back-up that went before the Board. I spoke with Pedro Mercado, Assistant County Attorney, about the exhibit since this item has been outstanding since June, due to an insurance issue. He gave me the permission to execute it with the exhibit and advised that this action will be ratified at the November or December BOCC meeting. Attached is an electroinic copy of the above -mentioned for your handling. Should you have any questions, please feel free to contact our office. cc: County Attorney Finance File LEASE AGREEMENT KENNEDY GALLERIES KEY WEST INTERNATIONAL AIRPORT THIS LEASE AGREEMENT is made and entered into on the 16th day of June, 2010, by and between MONROE COUNTY, a political subdivision of the State of Florida, hereinafter referred to as Lessor, and Kennedy Galleries hereinafter referred to as Lessee or Tenant; WHEREAS, the Lessor is the owner of the Key West International Airport, hereafter Airport, that has space available for an airport concession; and WHEREAS, Lessor desires to grant to Lessee the right to operate an airport concession at and from the Key West International Airport at Key West, Florida, and WHEREAS, the Lessee desires to enter into such a lease and represents to the Lessor that it is qualified to operate airport concession and has the financial resources to undertake such an operation; now, therefore IN CONSIDERATION of the premises and of mutual covenants and promises hereinafter contained, the parties hereto do hereby agree as follows: 1. Premises - Lessor hereby leases to Lessee the Airport area shown on Exhibit A, hereafter the premises, for use as an Airport Concession, hereafter also referred to as the operation. Exhibit A is attached to this agreement and incorporated by reference. 2. Term (a) This lease agreement will take effect on the 1 st day of June 2010, and will terminate on the 31 st day of May, 2015, unless terminated earlier under another paragraph of this agreement. (b) This lease may be renewed at the discretion of the Lessor for one (1) five year period. If the Lessee desires to renew this lease, Lessee must submit a written request to Lessor at least 90 days prior to the expiration of the initial term of this lease. 3. Rental and Fees (a) i. Lessee agrees to pay Lessor rent in the amount of $1,250.00 per month, including electricity, for retail concession spaces 124 — 127 and ii. In addition to the rent, Lessee agrees to pay Lessor 10% of the annual gross revenues, or a guaranteed minimum annual fee of $15,000, whichever is greater, generated by Lessee's operations at retail concession spaces 124 - 127. Rental payments are due by the 1st day of the month for which the rent is due. An annual rental payment adjustment shall be made in accordance with the percentage change in the Consumer Price Index for all urban consumers (CPI-U) for the most recent 12 months available or in accordance with the Airport's standard rates and charges as revised annually, whichever is greater. The increase will take effect on the anniversary month of the month when the operation opened for business. Annual gross revenues are determined on a calendar year basis. A calendar year shall run from January 1 Sc through December 31 sc inclusive. Payment of charges under this subparagraph shall be made in monthly installments. Lessee shall remit, at a minimum, 1/12 of the annual guaranteed minimum ($1250.00) on an arrears basis. Payment shall be made no later than the 251h day of the month payment is due, i.e. January payment by February 25, February by March 25, etc. In the event the total amount paid during any calendar year period is less than the greater of the fees set forth in 5a.ii, Lessee shall remit the difference by February 28 of the year subsequent to the calendar year for which the charge is due. iii. Rental and fees are subject to renegotiation if the total number of passengers serviced at KWIA fall below the total number of passengers served in calendar year 2008. (The total number of passengers served shall be the combined sum of the number of passengers arriving and number of passengers departing KWIA) (b) No rent payments are due under this agreement until the operation is open for business. If the operation opens on a date other than the first of the month, then the rent charge will be prorated as a percentage that the number of days in the month that the operation was in business represents to the months a whole. (c) Lessee must open the operation for business within 30 days of the effective date of this agreement. (d) At the end of this agreement (or any renewal), the Lessee's right to the premises, the use of Airport facilities, and any other right or privilege granted under this agreement ceases. All equipment, furnishings and other property of the Lessee at the premises must be removed by him. The Lessee must also restore the premises to its original condition, ordinary wear and tear and damage by causes beyond the control of the Lessee excepted. 4. Lessor's Right of Re -Entry - Notwithstanding anything set forth in paragraph 12 of this agreement, if the Lessee fails to pay any rents or fees due under this lease within 15 days after the Lessor notifies the Lessee in writing that the rent or charge is overdue, then the Lessor may, in its discretion, either immediately or later, re-enter the premises and repossess the premises and expel the Lessee and any persons claiming the premises by or through the Lessee, and remove any of the Lessee's effects without being guilty of trespass and without prejudice or waiver to any other available remedy the Lessor might have for the recovery of the rent or charges due from the Lessee. Upon the Lessor's re-entry, this lease will terminate. However, the Lessee's obligation to pay the rent or charges due will survive the termination. Overdue rent and charges will accrue interest beginning on the 16`h day after the Lessee was notified in writing by the Lessor that the renter charges were overdue. The interest rate will be that established by the Comptroller under Sec. 55.03, F.S., for the year in which the rent or charge first became overdue. 5. Lease Documents — The lease documents, of which this agreement is a part, consists of the lease documents, which are as follows: This agreement and any amendments executed by the parties hereafter, together with the RFP, the response to the RFP and all required insurance documentation. In the event of a discrepancy between the documents, precedence shall be determined by the order of the documents as just listed. 6. Merchandise Review, Audible Entertainment - The Lessee shall provide a list of all merchandise it intends to sell. The airport reserves the right to reject any items it finds inappropriate, objectionable or not in the best interests of the Airport. NO form of audible entertainment/announcement system will be permitted in the premises (retail spaces 124 — 127). Other forms of entertainment may be permitted with the written consent of the Airport Manager. When permitted, no sound source shall be permitted that is so loud that it emanates outside of the Lessee's concession space. 7. Federal, State and Local Law - The Lessee must comply with all the applicable requirements of the statutes, rules, ordinances, regulations, orders and policies of the federal and state governments and the County either in effect on the effective date of this lease or later adopted. 8. Subordination (a) This lease and all provisions hereof are subject and subordinate to the terms and conditions of the instruments and documents under which the Airport Owner acquired the subject property from the United States of America and shall be given only such effect as will not conflict or be inconsistent with the terms and conditions contained in the lease of such lands from the Airport Owner, and any existing or subsequent amendments thereto, and are subject to any ordinances, rules or regulations which have been, or may hereafter be adopted by the Owner pertaining to the Key West International Airport. (b) The leased premises and the Airport are subject to the terms of those certain Sponsor's Assurances made to guarantee the public use of the Airport as incident to grant agreements between the Lessor and the United States Of America. This lease and all provisions hereof shall be given only such effect as will not conflict or be inconsistent with the terms and conditions contained in those certain Sponsor Assurance's, and any existing or subsequent amendments thereto. (c) This lease shall be subject and subordinate to the provisions of any existing or future agreement between the Lessor and the United States relative to the operation or maintenance of the Airport, and execution of which has been or may be required by the provision of the Federal Airport Act of 1946, as amended, or any future act affecting the operation or maintenance of the Airport, provided, however, that Lessor shall, to the extent permitted by law, use its best efforts to cause any such agreement to include provisions protecting and preserving the rights of Lessee in and to the demised premises and improvements thereon, and to compensation for the taking thereof, and payment for interference therewith and for damage thereto, caused by such agreement or by actions of the Lessor or the United States pursuant thereto. 9. Rights Reserved - Notwithstanding anything herein contained that may be or appear to be, to the contrary, it is expressly understood and agreed that the rights granted under this agreement are nonexclusive and the LESSOR herein reserves the right to grant similar privileges to another LESSEE or other LESSEE on other parts of the airport. 10. Security Clearance/Cost - Lessee shall be solely responsible for the costs of, and the obtaining of, security clearances for the Lessee and any person(s) employed by Lessee. Notwithstanding anything set forth in paragraph 12 of this agreement, LESSEE's FAILURE TO OBTAIN OR MAINTAIN A SECURITY CLEARANCE SHALL BE DEEMED TO BE A BREACH OF THIS AGREEMENT AND THE COUNTY MAY IMMEDIATELY TERMINATE THIS LEASE. Before treating the Lessee in default and terminating the lease, the County need only provide the Lessee 24 hour notice by fax or overnight courier. The County may, but need not, provide Lessee with an opportunity to cure the default. 11. Lessee's Covenants (a) Lessee agrees to pay all assessments, taxes, including sales taxes, levied by any governmental body with the power to impose assessments or taxes. The Lessee must provide the Airport Manager with the sales tax records for each year on or before February 28 of the following year. (b) Lessee shall provide all items and equipment needed for the operation including, but not limited to: shelving, display cases, tables, chairs, refrigeration units, etc. Lessee's items and equipment must be removed from the premises when this lease terminates. Lessee has the right during the term hereof, at its own expense, at any time from time to time, to install, maintain, operate, repair and replace any and all trade fixtures and other personal property useful from time to time in connection with its operation on the Airport, all of which shall be and remain the property of Lessee and may be removed by Lessee prior to or within a reasonable time after expiration of the term of this agreement; provided, however, that Lessee shall repair any damage to the premises caused by such removal. The failure to remove trade fixtures or other personal property shall not constitute Lessee a hold -over, but all such property not removed within ten (10) days after Lessee receives a written demand for such removal shall be deemed abandoned and thereupon shall be the sole property of the Lessor. (c) The Lessee agrees to furnish good, prompt and efficient service to meet all demands for airport concession service at the Airport. The operation must be open for service 365 days per year consistent with flight schedules and will generally be '/z hour before the first daily scheduled flight and '/2 hour following last scheduled daily flight from 6:00 A.M. to 7:00 P.M., as a minimum. The hours can be revised by mutual consent. (d) The Lessee shall provide an adequate number of covered metal waste containers at suitable locations, and must deposit all premises generated trash and waste in those containers for proper disposition of the waste at the place designated by the Lessor. (e) Lessee agrees that no signs, on premises advertising, or awnings may be erected by the Lessee on the premises or elsewhere at the Airport, unless they are approved by the Airport Manager in writing. No exterior architectural changes may be made without the consent in writing of the Airport Manager, whose consent will not be unreasonably withheld. (f) If any part of the premises exterior or interior is injured or damaged by any breaking or entering into the premises or by an attempt to break or enter the premises, the Lessee must promptly make all the necessary repairs at his expense to restore the premises to the condition immediately prior to the breaking or entering or the attempt to break or enter. (g) The Lessee is responsible for the maintenance of the premises, including the equipment and fixtures on the premises such as (but not limited to) plumbing, lighting, carpeting, planters, refrigeration equipment, electric wiring and fixtures, doors and walls. The Lessee must at his own cost make the repairs needed to preserve them in good condition. The repairs must equal or exceed the quality of the original work. However, the Lessor must maintain the premise air conditioning at its expense. The Lessee must also provide pest control for the premises at own expense. 11. Lessor's Covenants (a) Lessor will furnish the premises with back-up generator service should Keys Energy Services electric service fail. In the event both Keys Energy Services power and the back-up generator fail, the Lessor shall not be responsible or liable for any damage caused to Lessee as a result of the power outage. (b) The Lessor must operate, maintain and keep in good repair the Airport Terminal Building, and the Airport parking lots. The Lessor is not required to perform maintenance and make repairs to the Airport Terminal Building or parking lot caused by negligence of Lessee, its employees, or customers. If that happens, then it is the responsibility of the Lessee to make the repairs although, at the Lessor's option, the Lessor may perform the maintenance or repairs and charge the reasonable cost to Lessee. The Lessor may also abandon facilities that are no longer reasonably justified for the proper and adequate operation of the Airport. (c) The Lessor does not make any representations or warranties regarding the premises beyond those set forth in this agreement. The taking of possession of the premises by the Lessee is conclusive evidence that the premises and the Terminal Building were in good and satisfactory condition when the Lessee took possession. In no event will the Lessor be liable for any building construction defects whether in the premises or elsewhere in the Terminal Building. (d) In the event the premises are partially damaged by fire, explosion, the elements, the public enemy or other casualty, but not rendered untenable, then the premises will be repaired with due diligence by Lessor at the Lessor's cost and expense. If the damage is so extensive that the premises are rendered untenable but capable of being repaired within 30 days, then the premises will be repaired with due diligence by Lessor at the Lessor's cost and expense. The rent payable under this lease will be waived until the premises are fully restored. If the premises are completely destroyed or so damaged that the premises will be untenable for more than 30 days, the Lessor is under no obligation to repair and reconstruct the premises, and the rent must be paid only up to the time of the damage or destruction and then the obligation to pay rent ceases until the premises are fully restored. If within 30 days after the damage or destruction the Lessor fails to notify Lessee of the Lessor's intention to repair or reconstruct the damaged or destroyed premises, or to furnish a substantially equivalent facility, then the Lessee may give Lessor written notice of its intention to then cancel this agreement. 12. Default/Termination - Except as otherwise provided herein, the Lessor may cancel this agreement when, after giving the Lessee 30 days written notice that an act of default has occurred, the Lessee fails or cannot cure the following: (a) The appointment of a receiver of the Lessee's assets. (b) The divestiture of the Lessee's interest in the lease by court order or other operation of law. (c) The Lessee's abandonment of the operation. Failure to open the operation and keep it open during the business hours described in this agreement for seven (7) consecutive days shall constitute abandonment. (d) The failure of the Lessee to timely perform any of the obligations required of it under this agreement. No waiver of default by the Lessor of any of the obligations required of the Lessee under this agreement may be construed as a waiver of any subsequent default of any of the obligations that are required to be performed, kept or observed by the Lessee. The Lessor's waiver of an act of default by the Lessee is not a waiver of the right of the Lessor to later cancel this agreement because of the Lessee's failure to subsequently perform an obligation or obligations under this lease agreement. 13. Lessee's Right of Termination - If the Lessee is not in default of its obligation to pay the rent and the charges, then the Lessee may cancel this agreement when, after giving the Lessor 30 days written notice of an act of default, the Lessor fails or cannot cure any of the following: (a) The issue of a court order enjoining or in any way restraining the use of the Airport for Airport purposes if the order remains in effect for a period of at least 90 days. (b) The inability of the Lessee to use for 90 days or more the premises or the Airport because of a fire, explosion or other casualty or disaster, provided that the casualty event was not caused by negligent or intentional acts(s) of the Lessee. (c) The failure of the Lessor to timely perform the obligations required of it under this lease agreement. (d) The assumption by the United States Government or any authorized governmental agency of the operational control or use of the Airport and facilities, or any substantial part or parts, in a manner that substantially restricts Lessee for a period of at least 90 days, from conducting the operation. The Lessee's performance of obligations in this agreement when the Lessor is in default is not a waiver by the Lessee to later terminate this agreement because of a subsequent failure by Lessor to perform its obligations. 14. Insurance Requirements (a) Before entering the premises, the Lessee must obtain insurance in the amounts and according to the conditions described as follows: The Lessee will be responsible for all necessary insurance coverage which includes, at a minimum: Worker's Compensation - $100,000 Bodily Injury by Accident; $500,000 Bodily Injury by Disease, policy limits; $100,000 Bodily Injury by Disease, each employee Vehicle Liability - $100,000 combined single limit General Liability - $300,000 combined single limit Certificates of Insurance must be provided to Monroe County within fifteen days after award of proposal, with Monroe County BOCC listed as additionally insured on all except Workers Compensation. If the proper insurance forms are not received within the fifteen days, proposal may be awarded to the next selected respondent. The Lessee shall carry fire and extended coverage insurance, if obtainable, on all fixed improvements erected by Lessee on the demised premises to the full insurable value hereof, it being understood and agreed that for purposes hereof the term "full insurable value" shall be deemed to be that amount for which a prudent owner in like circumstances would insure similar property, but in no event an amount in excess of Lessee's original cost of constructing said fixed improvements. The Monroe County Board of County Commissioners will be included as "Additional Insured" on all policies, except workers compensation, issued to satisfy the above requirements. All forms of insurance required above shall be from insurers acceptable to the County. All insurance policies must specify that they are not subject to cancellation, non - renewal, material change, or reduction in coverage unless a minimum of thirty days prior notification is given to the County by the insurer. (b) The Lessee must keep in full force and effect the insurance described during the term of this agreement. If the insurance policies originally purchased that meet the requirements are canceled, terminated or reduced in coverage, then the Lessee must immediately substitute complying policies so that no gap in coverage occurs. (c) The insurance required of the Lessee in this paragraph is for the protection of the County, its property and employees, and the general public. The insurance requirement is not, however, for the protection of any specific member of the general public who might be injured because of an act or omission of the Lessee. The insurance requirements of this paragraph do not make any specific injured member of the general public a third party beneficiary under this agreement. Therefore, any failure by the County to enforce this paragraph, or evict the Lessee from the Airport if the Lessee becomes uninsured or underinsured, is not a breach of any duty or obligation owed to any specific member of the general public and cannot form the basis of any County liability to a specific member of the general public or his/her dependents, or estate or heirs. (d) Notwithstanding anything set forth in paragraph 12 of this agreement, the Lessor may treat the Lessee in default if the Lessee, after entering the premises but before beginning its operation, does not have the insurance required by subparagraph 14(a). Before the County may terminate the agreement in this situation, the County must give the Lessee a written notice of the default stating that, if the required insurance is not obtained within ten (10) days of the Lessee's receipt of notice, then the County will cancel this agreement. The County may treat the Lessee in default and cancel this agreement if the Lessee, after starting the operation, fails to keep in full force and effect the insurance required by subparagraph 14(a). Before treating the Lessee in default and terminating the agreement in this situation, the County need only provide the Lessee 24- hour notice by FAX or overnight courier. The County may, but need not, provide Lessee with an opportunity to cure the default. 15. Rights Reserved - Notwithstanding anything herein contained that may be, or appear to be, to the contrary, it is expressly understood and agreed that the rights granted under this agreement are nonexclusive and the Lessor herein reserves the right to grant similar privileges to another Lessee or other Lessees on other parts of the Airport. 16. Inspection and Maintenance of Premises by Lessor — Lessor and its authorized officers, employees, agents, contractors, subcontractors and other representatives shall have the right to enter upon the leased premises for the following purposes: a) to inspect the leased premises at reasonable intervals during regular business hours (or at any time in case of emergency) to determine whether Lessee has complied and is complying with the terms and conditions of this agreement with respect thereto; b) to perform essential maintenance, repair, relocation, or removal of existing underground and overhead wires, pipes, drains, cables and conduits now located on or across the leased premises, and to construct, maintain, repair, relocate, and remove such facilities in the future as necessary to carry out the Master Plan of development of the Airport; provided, however, that said work shall in no event unduly interfere with the operations of Lessee and, provided further, that the entire cost of such work, including but not limited to the cost of rebuilding, removing, relocating, protecting or otherwise modifying any fixed improvements at any time erected or installed in or upon the leased premises by Lessee, the Lessor or third parties, as a result of the exercise by the Lessor of its rights hereunder, and all damage to such fixed improvements caused thereby, shall be borne by the Lessor. 17. Assignment/Sublease - The Lessee may not assign this agreement, or any part of it, or sublease the premises, or any portion of the premises, without the written approval of the Lessor which shall not be unreasonably withheld. The terms of this Lease Agreement shall be binding on the heirs, executors, administrators, sub -lessees and assigns of Lessee. The change of the Lessee's status from an individual to a partnership or corporation is an assignment under this paragraph requiring the Lessor's approval. If the Lessee is approved to do business in the corporate form, any assignment of a controlling interest in the corporate stock is also an assignment under this paragraph that requires the Lessor's approval. All the obligations of this agreement will extend to the legal representatives, successors and assigns of the Lessee and Lessor. 18. Books, Records, Documents - Lessee shall maintain all books, records, and documents directly pertinent to performance under this Agreement in accordance with generally accepted accounting principles consistently applied. Each party to this Agreement or their authorized representatives shall have reasonable and timely access to such records of each other party to this Agreement for public records purposes during the term of the Agreement and for four years following the termination of this Agreement. An annual operating statement prepared by a C.P.A. must be provided to the Lessor on or before February 28 of the following year. 19. Hold Harmless - Notwithstanding any minimum insurance requirements prescribed elsewhere in this agreement, Lessee shall defend, indemnify and hold the County and the County's elected and appointed officers and employees harmless from and against (i) any claims, actions or causes of action, (ii) any litigation, administrative proceedings, appellate proceedings, or other proceedings relating to any type of injury (including death), loss, damage, fine, penalty or business interruption, and (iii) any costs or expenses (including, without limitation, costs of remediation and costs of additional security measures that the Federal Aviation Administration, the Transportation Security Administration or any other governmental agency requires by reason of, or in connection with a violation of any federal law or regulation, attorney's fees and costs, court costs, fines and penalties) that may be asserted against, initiated with respect to, or sustained by, any indemnified party by reason of, or in connection with, (A) any activity of Lessee or any of its employees, agents, contractors or other invitees during the term of this lease, (B) the negligence or willful misconduct of Lessee or any of its employees, agents, contractors or other invitees, or (C) Lessee's default in respect of any of the obligations that it undertakes under the terms of this lease, except to the extent the claims, actions, causes of action, litigation, proceedings, costs or expenses arise from the intentional, or sole negligent acts, or negligent acts in part, or omissions of the County or any of its employees, agents, contractors or invitees (other than Lessee). Insofar as the claims, actions, causes of action, litigation, proceedings, costs or expenses relate to events or circumstances that occur during the term of this lease, this Section will survive the expiration of the term of this lease or any earlier termination of this lease. 20. Nondiscrimination - Lessee agrees that there will be no discrimination against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred, this Agreement automatically terminates without any further action on the part of any party, effective the date of the Court order. Lessor and Lessee agree to comply with all Federal and Florida statutes, and all local ordinances, as applicable, relating to nondiscrimination. These include but are not limited to: 1) Title VII of the Civil Rights Act of 1964 (PL 88-352) which prohibits discrimination on the basis of race, color or national origin; 2) Title IX of the Education Amendment of 1972, as amended (20 USC ss. 1681-1683, and 1685-1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended (20 USC s. 794), which prohibits discrimination on the basis of handicaps; 4) The Age Discrimination Act of 1975; as amended (42 USC ss. 6101-6107) which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (PL 92-255), as amended, relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91-616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd-3 and 290ee-3), as amended, relating to confidentiality of alcohol and drug abuse patient records; 8) Title VIII of the Civil Rights Act of 1968 (42 USC s. et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC s. 1201 Note), as may be amended from time to time, relating to nondiscrimination based of disability; 10) Secs. 13-101, et seq., Monroe County Code, relating to discrimination based on race, color, sex, religion, disability, national origin, ancestry, sexual orientation, gender identify or expression, familial status or age; 11) Any other nondiscrimination provisions in any Federal or state statutes which may apply to the parties to, or the subject matter of, this Agreement. 21. Severability - If any term, covenant, condition or provision of this Agreement (or the application thereof to any circumstance or person) shall be declared invalid or unenforceable to any extent by a court of competent jurisdiction, the remaining terms, covenants, conditions and provisions of this Agreement, shall not be affected thereby; and each remaining term, covenant, condition and provision of this Agreement shall be valid and shall be enforceable to the fullest extent permitted by law unless the enforcement of the remaining terms, covenants, conditions and provisions of this Agreement would prevent the accomplishment of the original intent of this Agreement. Lessor and Lessee agree to reform the Agreement to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. 22. Binding Effect - The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to the benefit of Lessor and Lessee and their respective legal representatives, successors, and assigns. 23. Authority - Each party represents and warrants to the other that the execution, delivery and performance of this Agreement have been duly authorized by all necessary County and corporate action, as required by law. 24. Adjudication of Disputes or Disagreements - Lessor and Lessee agree that all disputes and disagreements shall be attempted to be resolved by meet and confer sessions between representatives of each of the parties. If no resolution can be agreed upon within 30 days after the first meet and confer session, the issue or issues shall be discussed at a public meeting of the Board of County Commissioners. If the issue or issues are still not resolved to the satisfaction of the parties, then any party shall have the right to seek such relief or remedy as may be provided by this Agreement by Florida law. 25. Cooperation - In the event any administrative or legal proceeding is instituted against either party relating to the formation, execution, performance, or breach of this Agreement, Lessor and Lessee agree to participate, to the extent required by the other party, in all proceedings, hearings, processes, meetings, and other activities related to the substance of this Agreement or provision of the services under this Agreement. Lessor and Lessee specifically agree that no party to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement. 26. Covenant of No Interest - Lessor and Lessee covenant that neither presently has any interest, and shall not acquire any interest, which would conflict in any manner or degree with its performance under this Agreement, and the only interest of each is to perform and receive benefits as recited in this Agreement. 27. Code of Ethics - County agrees that officers and employees of the County recognize and will be required to comply with the standards of conduct for public officers and employees as delineated in Section 112.313, Florida Statutes, regarding, but not limited to solicitation or acceptance of gifts; doing business with one's agency; unauthorized compensation; misuse of public position, conflicting employment or contractual relationship; and disclosure or use of certain information. 28. No Solicitation/Payment - Lessor and Lessee warrant that, in respect to itself, it has neither employed nor retained any company or person, other than a bona fide employee working solely for it, to solicit or secure this Agreement and that it has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working solely for it, any fee, commission, percentage, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For the breach or violation of this provision, Lessee agrees that Lessor shall have the right to terminate this Agreement without liability and, at its discretion, to offset from monies owed, or otherwise recover, the full amount of such fee, commission, percentage, gift or consideration. 29. Non -Waiver of Immunity - Notwithstanding the provisions of Sec. 768.28, Florida Statues, the participation of the Lessor and the Lessee in this Agreement and the acquisition of any commercial liability insurance coverage, self-insurance coverage, or local government insurance pool coverage shall not be deemed a waiver of immunity to the extent of liability coverage, nor shall any contract entered into by the Lessor be required to contain any provision for waiver. 30. Privileges and Immunities - All of the privileges and immunities from liability, exemptions from laws, ordinances, and rules and pensions and relief, disability, workers' compensation, and other benefits which apply to the activity of officers, agents, or employees of any public agents or employees of the Lessor, when performing their respective functions under this Agreement within the territorial limits of the Lessor shall apply to the same degree and extent to the performance of such functions and duties of such officers, agents, volunteers, or employees outside the territorial limits of the Lessor. 31. Legal Obligations and Responsibilities - Non -Delegation of Constitutional or Statutory Duties. This Agreement is not intended to, nor shall it be construed as, relieving any participating entity from any obligation or responsibility imposed upon the entity by law except to the extent of actual and timely performance thereof by any participating entity, in which case the performance may be offered in satisfaction of the obligation or responsibility. Further, this Agreement is not intended to, nor shall it be construed as, authorizing the delegation of the constitutional or statutory duties of the Lessor, except to the extent permitted by the Florida Constitution, State Statute, and case law. 32. Non -Reliance by Non -Parties - No person or entity shall be entitled to rely upon the terms, or any of them, of this Agreement to enforce or attempt to enforce any third -party claim or entitlement to or benefit of any service or program contemplated hereunder, and the Lessor and Lessee agree that neither the Lessor nor Lessee or any agent, officer, or employee of either shall have the authority to inform, counsel, or otherwise indicate that any particular individual or group of individuals, entity or entities, have entitlements or benefits under this Agreement separate and apart, inferior to, or superior to the community in general or for the purposes contemplated in this Agreement. 33. Attestations - Lessee agrees to execute such documents as the Lessor may reasonably require, to include a Public Entity Crime Statement, an Ethics Statement, and a Drug -Free Workplace Statement. 34. No Personal Liability - No covenant or agreement contained herein shall be deemed to be a covenant or agreement of any member, officer, agent or employee of Monroe County in his or her individual capacity, and no member, officer, agent or employee of Monroe County shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. 35. Execution in Counterparts - This Agreement may be executed in any number of counterparts, each of which shall be regarded as an original, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Agreement by signing any such counterpart. 36. Other Use - Lessee shall not use or permit the use of the demised premises or any part thereof for any purpose or use other than an authorized by this agreement. 37. Paragraph Headings - Paragraph headings herein are intended only to assist in reading identification and are not in limitation or enlargement of the content of any paragraph. 38. Notices - Any notice of other communication from either party to the other pursuant to this agreement is sufficiently given or communicated if sent by registered mail, with proper postage and registration fees prepaid, addressed to the party for whom intended, at the following addresses: For Lessor: For Lessee: Airports Director Key West International Airport Gary Lichtenstein 3491 S. Roosevelt Blvd. 34 Seaside Court South Key West, FL. 33050 Key West, Fl. 33040 or to such other address as the party being given such notice shall from time to time designate to the other by notice given in accordance herewith. 39. Governing Law, Venue, Interpretation - Governing Law, Venue, Interpretation, Costs, and Fees: This Agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to contracts made and to be performed entirely in the State. In the event that any cause of action or administrative proceeding is instituted for the enforcement or interpretation of this Agreement, the Lessor and Lessee agree that venue will lie in the appropriate court or before the appropriate administrative body in Monroe County, Florida. The Lessor and Lessee agree that, in the event of conflicting interpretations of the terms or a term of this Agreement by or between any of them the issue shall be submitted to mediation prior to the institution of any other administrative or legal proceeding. 40. Attorney's Fees and Costs - The Lessor and Lessee agree that in the event any cause of action or administrative proceeding is initiated or defended by any party relative to the enforcement or interpretation of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, court costs, investigative, and out-of-pocket expenses, as an award against the non -prevailing party, and shall include attorney's fees, courts costs, investigative, and out-of-pocket expenses in appellate proceedings. Mediation proceedings initiated and conducted pursuant to this Agreement shall be in accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the circuit court of Monroe County. 41. AIRPORT SECURITY. a) General. The federal Transportation Security Administration is the federal agency primarily responsible for overseeing the security measures utilized by the airport owner pursuant to the relevant provisions of Chapter 49, United States Code, and regulations adopted under the authority of the Code, including but not limited to 49 CFR 1540, et seq. Violations of the statutes or regulations may result in severe civil monetary penalties being assessed against the airport operator. It is the intent of the airport operator that the burdens and consequences of any security violations imposed upon the airport operator as a result of actions by an airport tenant or the airport tenant's employees, agents, invitees, or licensees shall be borne by the airport tenant. b) Airport Tenant Defined. An airport tenant means any person, entity, organization, partnership, corporation, or other legal association that has an agreement with the airport operator to conduct business on airport property. The term also includes an airport tenant as defined in 49 CFR 1540.5. Each signatory to this Agreement, other than the airport operator, is an airport tenant. c) Airport Operator Defined. As used in this Agreement, airport operator means Monroe County, Florida, its elected and appointed officers, and its employees. d) Airport Property Defined. Airport property shall mean the property owned or leased by, or being lawfully used by, the airport operator for civil aviation and airport - related purposes. For purposes of this Agreement, airport property is the property generally referred to as the Key West Airport, the Marathon Airport, or both as may be set forth in this Agreement. e) Inspection Authority. The airport tenant agrees to allow Transportation Security Administration (TSA) authorized personnel, at any time or any place, to make inspections or tests, including copying records, to determine compliance of the airport operator or airport tenant with the applicable security requirements of Chapter 49, United States Code, and 49 CFR 1540, et seq. f) Airport Security Program. The airport tenant agrees to become familiar, to the extent permitted by the airport operator, with the Airport Security Program promulgated by the airport operator and approved by TSA, and also agrees to conform its' operations and business activities to the requirements of the Airport Security Program. g) Tenant Security Program. If permitted under TSA regulations, the airport tenant may voluntarily undertake to maintain an Airport Tenant Security Program as referred to in 49 CFR 1542.113. If the airport tenant voluntarily promulgates an Airport Tenant Security Program that is approved by TSA, such program, as may be amended and approved from time to time, shall be automatically incorporated into this Agreement. h) Breach of Agreement. Should TSA determine that the airport tenant or one or more of the airport tenant's employees, agents, invitees, or licensees has committed an act or omitted to act as required, and such act or omission is a violation which results in TSA imposing a civil penalty against the airport operator in accordance with TSA's Enforcement Sanction Guidance Policy, such determination and imposition of a civil penalty by TSA shall be considered a significant breach of this Agreement. (1). Minimum Violation. If the violation is the first or second violation attributed to the airport tenant and is a civil penalty "minimum violation" as provided for in TSA's Enforcement Sanction Guidance Policy, the airport tenant may cure the breach by paying to the airport operator the total costs incurred by the airport operator, including any fines or penalties imposed, in investigating, defending, mitigating, compromising, or taking of remedial measures as may be agreed to by TSA, to include but not be limited to reasonable attorney's fees and costs incurred in the investigation, defense, compromising, mitigation, or taking of remedial action measures. If the violation is a third violation, or there are multiple violations in excess of two violations, that is or are a civil penalty "minimum violation", the airport tenant shall pay to the airport operator the total costs incurred by the airport operator, including any fines or penalties imposed, in investigating, defending, compromising, mitigating, or taking of remedial measures as may be agreed to by TSA, to include but not be limited to reasonable attorney's fees and costs incurred in the investigation, defense, compromising, mitigation, or taking of remedial action measures; and, further, the airport operator shall have the right to unilaterally cancel this Agreement, such cancellation to be effective thirty calendar days after receipt by the airport tenant of written notice of cancellation of this Agreement by the airport operator. (2). Moderate Violation. If the violation is the first or second violation attributed to the airport tenant and is a civil penalty "moderate violation" as provided for in TSA's Enforcement Sanction Guidance Policy, the airport tenant may cure the breach by paying to the airport operator the total costs incurred by the airport operator, including any fines or penalties imposed, in investigating, defending, compromising, mitigating, or taking of remedial measures as may be agreed to by TSA, to include but not be limited to reasonable attorney's fees and costs incurred in the investigation, defense, compromising, mitigation, or taking of remedial action measures; and, further, the airport tenant may cause all of airport tenant's employees involved in the airport tenant's business operations on the airport property to undergo such security training as may be required by the airport operator. The total cost of the training shall be paid for by the airport tenant. If the violation is a third violation, or there are multiple violations in excess of two violations, that is or are a civil penalty "moderate violation", the airport tenant shall pay to the airport operator the total costs incurred by the airport operator, including any fines or penalties imposed, in investigating, defending, compromising, mitigating, or taking of remedial measures as may be agreed to by TSA, to include but not be limited to reasonable attorney's fees and costs incurred in the investigation, defense, compromising, mitigation, or taking of remedial action measures; and, further, the airport operator shall have the right to unilaterally cancel this Agreement, such cancellation to be effective thirty calendar days after receipt by the airport tenant of written notice of cancellation of this Agreement by the airport operator. (3). Maximum Violation. If the violation is the first violation attributed to the airport tenant and is a civil penalty "maximum violation" as provided for in TSA's Enforcement Sanction Guidance Policy, the airport tenant may cure the breach by paying to the airport operator the total costs incurred by the airport operator, including any fines and penalties imposed, in investigating, defending, compromising, mitigating, or taking of remedial measures as may be agreed to by TSA, to include but not be limited to reasonable attorney's fees and costs incurred in the investigation, defense, compromising, mitigation, or taking of remedial action measures; and, further, the airport tenant may cause all of airport tenant's employees involved in the airport tenant's business operations on the airport property to undergo such security training as may be required by the airport operator. The total cost of the training shall be paid for by the airport tenant. If the violation is a second violation, or there are multiple violations, that is or are a civil penalty "maximum violation", the airport tenant shall pay to the airport operator the total costs incurred by the airport operator, including any fines or penalties imposed, in investigating, defending, compromising, mitigating, or taking of remedial measures as may be agreed to by TSA, to include but not be limited to reasonable attorney's fees and costs incurred in the investigation, defense, compromising, mitigation, or taking of remedial action measures; and, further, the airport operator shall have the right to unilaterally cancel this Agreement, such cancellation to be effective thirty calendar days after receipt by the airport tenant of written notice of cancellation of this Agreement by the airport operator. (4). Mitigation of Breach. TSA has a policy of forgoing civil penalty actions when the airport operator detects violations, promptly discloses the violations to TSA, and takes prompt corrective action to ensure that the same or similar violations do not recur. This policy is known as the TSA Voluntary Disclosure Program Policy, and is designed to encourage compliance with TSA regulations, foster secure practices, and encourage the development of internal evaluation programs. The airport tenant agrees that upon detecting a violation the airport tenant will immediately report it to the airport operator. Should the TSA ultimately determine that the violation was committed by the airport tenant, or an employee, agent, invitee, or licensee of the airport tenant, but the violation should result in the issuance of a letter of correction in lieu of a civil penalty, then the airport tenant shall reimburse the airport operator the total costs incurred by the airport operator in investigating, defending, mitigating, or taking of remedial measures as may be agreed to by TSA, to include but not be limited to reasonable attorney's fees and costs incurred in the investigation, defense, mitigation, or taking of remedial action measures. A violation resulting in the issuance of a letter of correction shall not be considered to be a breach of this Agreement by the airport tenant. (5). Survival of Sub -Section. This sub -section h shall survive the cancellation or termination of this Agreement, and shall be in full force and effect. i) Hold Harmless; Indemnification; Defense; Release; Survival. Notwithstanding any minimum insurance requirements prescribed elsewhere in this Agreement, the airport tenant agrees to hold harmless, indemnify, defend and release the airport operator, and the airport operator's elected and appointed officers and employees, from any claims, actions, causes of action, litigation, administrative proceedings, appellate proceedings, or other proceedings relating to any and all types of injury, including death, loss, damage, fines, penalties, or business interruption of any nature whatsoever, of or to any person or property in connection with the use of the airport property under this Agreement, regardless of causation and including criminal acts of third parties; and especially including any and all fines, penalties, out of pocket expenses, attorney's fees and costs, and costs of remediation or additional security measures required to be implemented by any governmental agency (including but not limited to the Federal Aviation Administration and the Transportation Security Administration) resulting from a violation of any federal law or federal regulation. This sub -section shall survive the cancellation or termination of this Agreement. 42. Mutual Review - This agreement has been carefully reviewed by the Lessee and the Lessor. Therefore, this agreement is not to be construed against either party on the basis of authorship. 43. Final Understanding - This agreement is the parties' final mutual understanding. It replaces any earlier agreements or understandings, whether written or oral. This agreement cannot be modified or replaced except by another written and signed agreement. The Remainder of this page has been intentionally left blank. IN WITNESS WHEREOF, each party has caused this agreement to be executed by a duly authorized representative. (SEAL) ATTEST: DANNY L. KOLHAGE, CLERK ATTEST. By: _ I&V Title: Cr ►, k, ' o _:r Cr N O V� P r W 77 `. Cr� LO - tL Q q W ; - c� C= _. BOARD OF COUNTY COMMISSIONERS Ivy. .v '-/jY1 I �- _ T ! - i 1-1116 _. _. Imo, ' L u O N N A V ^ C V` O ra O H Q ' M V) O s O U N � X W -0 7 � Y r U L v c C Ul Y Ql � Y ) Q • Guam a . WRONG semi el dRowailklifli A Q3 •, .., ice_ c c f Page 1 of 1 Pam Hancock From: "Mercado -Pedro" <-294cb5@Mon roeCounty-FL.Gov> To: "Pam Hancock" < phan cock@ mon roe -clerk. com> Cc: "Pearson -April" <Pearson-April@monroecounty-fl.gov> Sent: Thursday, November 04, 2010 1:33 PM Subject: RE: Lease Agreement Kennedy Galleries Pam, sorry for the delay. The full fictitious name for Mr. Lichtenstein's business is Kennedy Studio Seaport Gallery. By some oversight we shortened it on the lease but the RFP proposal which is incorporated as part of the lease shows the full business name. Sunbiz lists the full name and the Seaport Gallery Inc. name and shows Mr. Lichtenstein as the owner. I am satisfied with the C01. Thanks From: Pam Hancock [mailto:phancock@monroe-clerk.com] Sent: Monday, November 01, 2010 10:40 AM To: Mercado -Pedro Cc: Pearson -April Subject: Lease Agreement Kennedy Galleries Good Morning Pedro, Wanted to remind you that I need a determination on the above -mentioned Lease. The attached certificates of insurance & waivers all refer to Seaport Gallery, Inc.; however, none of them refer to Kennedy Galleries. The only thing that ties the insurances & waivers to Kennedy Galleries is that Mr. Gary Lichtenstein's name is on the two waivers and in the Lease Agreement at Section 38. Please advise - thanks. Please take a moment to complete our Customer Satisfaction Survey: http://monroecofl.virtualtownhall.net/Pages[MonroeCoFL_WebDocs/css Your feedback is important to us! Please note: Florida has a very broad public records law. Most written communications to or from the County regarding County business are public record, available to the public and media upon request. Your e-mail communication may be subject to public disclosure. 11 /4/2010 AcoR& CERTIFICATE OF LIABILITY INSURANCE ATE D10/13/201 YY) THIS CERTIFICATE 13 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 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 Island insurance Agency, Inc. 3229 Flagler Ave #112 CONTACT NAME: Phillips PHONE(305) 294-6666 FAX (305) 294-6668 A/C, No, AIC No imi;;-islandinsurance@comcast.net PRODUCER CUSTOMER ID: Key West FL 33040 INSURERS AFFORDING COVERAGE NAIC # INSURED INSURER A: MOUNT VERNON FIRE INS CO SEAPORT GALLERY, INC. dba INTERNATIONAL INSURER B: AIRPORT STORE 13EST OF KEY WEST INSURER C: 3491 S. RSVLT BLVD INSURER D: KEY WEST FL 33040 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: 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 TYPE OF INSURANCE INSR WVD POLICY NUMBER MM/DDIYYYY) (MMIDDIYYYYJ LIMITS GENERAL LIABILITY COMMERCIAL GENERAL LIABILITY [CLAIMS -MADE OCCUR EACH OCCURRENCE $ 300,000 DAMAGE TO RENTED PREMISES (Ea occurrence) $ 100,000 MED EXP (Any one person) $ 5,000 A CL 2577792 07/15/2010 07/15/2011 PERSONAL & ADV INJURY $ 300,000 GENERAL AGGREGATE $ 600,000 GEN'L AGGREGATE LIMIT APPLIES PER. PRODUCTS - COMP/OP AGG $ 600,000 j POLICY PROD- 1 LOC ECT AUTOMOBILE LIABILITY ANYAUTO COMBINED SINGLE LIMIT (Ea accident) $ BODILY INJURY (Per person) $ !. ALL OWNED AUTOS BODILY INJURY (Per accident) S SCHEDULED AUTOS - PROPERTY DAMAGE (Per accident) $ - j HIRED AUTOS NON -OWNED AUTOS -�n ra UMBRELLA LIAB I OCCUR I— EACH OCCURRENCE $ EXCESS LIAB '� CLAIMS -MADE AGGREGATE $ DEDUCTIBLE $ I $ RETENTION $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN TORY OMITS ER E.L. EACH ACCIDENT $ ANY PROPRIETOR/PARTNER/EXECUTIVE ---I OFFICF_RfMEMBER EXCLUDED NIA W9jj E.L. DISEASE - EA $ - (Mandatory in NH) If yes, describe under E.L t11 r--n2 DESCRIPTION OF OPERATIONS below W-S DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) OCT RETAIL STORE LOCATEDAT. KEY WEST INTERNATIONAL AIRPORT, 3491 S. RSVLT BLVD, KEY WEST, FL. 33040 !, l ***CERTIFICATE HOLDER IS NAMED AS ADDITIONAL INSURED***** CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE MONROE COUNTY BOARD EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH OF COUNTY COMMISSIONERS c/o KWIA THE PO VISIONS. 3481 S. RSVLT BLVD AUTHORI KEY WEST FL. 33040 e - 9 ACORD C RPORATION. Ali rights reserved. ACORD 25 (2009/09) The ACORD name and logo are registered marks of ACORD Zoos Edition MONROE COUNTY, FLORIDA Request For Waiver of Insurance Requirements It is requested that the insurance waived or modified on the fo requirements, a specified in the CounWs Schedule of Insurance Requirements, be contract, Contractor ll l E �G Contract for / v d l Address of Contractor. b J iC �s Phone: Scope of Work Reason for Waiver. Policies Waiver will apply to: Signature of Contractor. Risk Management Date County Administrator appeal: Approved: Not Approved: Date: Board of County Commissioners appal: Approved: Meeting Date: Administration Insmxtion 44709.6 Not Approved: 104 MONROE COUNTY, FLORIDA Request For Waiver Of Insurance Requirements It is requested that the insurance requirements, as specified in the Coup s Schedule of insurance hr Regtrit ements, be waived or modified on the fol owing con n- Contractor: Contract for: Address of Contractor: Phone: Scope of Work: Reason for Waiver. Policies Waiver will apply to: Signature of Contractor. Risk Management A � (� I Date �T ' County Administrator appeal: Approved: - Date: Board of County Commissioners appeal: Approved Meeting Date: Adrrriniaratiort fi struction #4709.6 Not Approved Not Approved: Not Approved