11/20/2012 LeaseDANNY L. KOLHA GE
CLERK OF THE CIRCUIT COURT
DATE: January 22, 2013
TO: Peter Horton, Director
of Airports
ATTN: Judy Layne, Senior Coordinator
Airport Grants and Finance
FROM: Pamela G. Hanc k D. C.
At the November 20, 2012, Board of County Commissioners meeting, the Board granted
approval and authorized execution of Item F6 a Lease Agreement between VMD -MT Security
LLC and Monroe County for office and storage space at the Key West International Airport.
Enclosed is a duplicate original 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
KEY WEST INTERNATIONAL AIRPORT
VMD -MT SECURITY, LLC
This lease agreement is entered into by and between Monroe County, a political subdivision of the
State of Florida, whose address is Gato Building, 1100 Simonton Street, Key West, FL 33040 (hereafter
COUNTY, LESSOR or OWNER) and VMD -MT SECURITY LLC., whose address is 11440 Commerce
Park Dr. Suite 400, Reston, Va. 20191 (hereafter VMD -MT, TENANT or LESSEE).
IN CONSIDERATION of the mutual covenants, promises and premises herein contained, the
parties hereto agree as follows:
1. Premises The LESSOR leases unto the LESSEE for its exclusive use office and
storage space as shown in exhibit "A" (attached) at the Key West International Airport, Key West,
Monroe County, Florida, as follows:
A. Private office space area of 1287 rentable square feet (the "Office Space ").
B. Storage space area of 414 square feet (the "Storage Space ")
2. Term. The above - described premises are leased to the Lessee on a month -to -month basis
beginning October 1, 2012.
3. Rent. The rent for the premises, including utilities, shall be set in accordance with airport
standard rates and charges at a rate of $42.49 per square foot/annually which equals $6,022.96 per month,
or $72,275.49 per year, plus tax for both the Office Space and the Storage Space.
Rental rates are subject to revision after the first 12 months and annually thereafter; 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.
Rent shall be paid in equal monthly installments, all of which shall be due and payable on or
before the first day of each calendar month during which this Lease is in effect. Upon the failure of
LESSEE to pay any installments when due, the COUNTY will be entitled to charge and collect, and
LESSEE will be obligated to pay, a late fee of two percent (2 %) of any such amount, if paid within thirty
(30) days of the date due, and five percent (5 %) of any such amount, not paid within thirty (30) days of
the date due. Such late fees will be in addition to the amount of rent due. The acceptance by the
COUNTY of the overdue rental installment plus applicable late fees shall cure what would otherwise
constitute a default by LESSEE under the terms of this Lease. The COUNTY, at its option, however,
may refuse a proffered overdue rental installment and late fees, declare a default, and proceed according
to paragraph 12 of this Lease. In the event that any check, draft, or negotiable instrument by which
LESSEE has tendered any rent payment is returned to the COUNTY and not honored, whether for
insufficient funds or other reason, the COUNTY will be entitled to charge and collect, in addition to any
applicable late payment fees as provided above, a fee of Twenty -five Dollars ($25.00) for such
dishonored instrument. Such penalty fee shall also be in addition to the amount of rent due. The
acceptance by the COUNTY of the rental payment plus any applicable late fee and penalties following the
receipt of a dishonored instrument shall cure what would otherwise constitute a default under the terms of
this Lease. The COUNTY, at its option, however, may refuse any proffered rental installment and
applicable late fees and penalties, declare a default, and proceed according to paragraph 12 of this Lease.
1 RECEIVED
OCT 12 1 / 012
BY: �" "
4. LESSOR's Covenants The LESSOR hereby covenants and agrees with the LESSEE as
follows:
A. The LESSEE shall have reasonable ingress, egress and access privileges to the leased
premises.
B. The LESSEE, on keeping the covenants and agreements by him herein contained, shall have
quiet and peaceful enjoyment of the demised premises without any interruptions by the LESSOR, or by
any person or persons claiming by, through or under it.
C. LESSOR shall be responsible for and shall properly maintain the building in which the
Premises are located, all common areas and all access and egress to the Premises, including but not
limited to all mechanical, electrical and building systems, roof, windows, and walls, in at least as good
condition as at the time of the commencement of this Lease.
5. LESSEE's Covenants. The LESSEE hereby covenants and agrees with the LESSOR as
follows:
A. To pay the rent and other charges herein reserved at the times and in the manner provided
for by this lease;
B. To make no alterations, additions or improvements to the demised premises without the
prior written consent of LESSOR, which consent shall be not be unreasonably withheld, delayed or
conditioned;
C. LESSEE agrees to obtain and provide supervision for janitorial services to the Premises at
LESSEE's cost and to keep and maintain the Premises in good condition, order and repair during the term
of this agreement, and to surrender the same upon the expiration of the term in the condition in which they
are required to be kept, reasonable wear and tear and damage by casualty, not caused by LESSEE's
negligence, riot and civil commotion, excepted;
D. Not to conduct its business operations at the Premises in violation of any requirements of
the validly constituted public authorities or any federal, state or local statute, ordinance, regulation, or
standard applicable to LESSEE or its use of the Premises, including, but not limited to, rules and
regulations promulgated from time to time by or at the direction of LESSOR for administration of the
Airport;
E. To use commercially reasonable efforts to control the conduct, manner and appearance of
its officers, agents employees and invitees, and upon objection from the Director of Airports or his
designee concerning the conduct, manner or appearance of any such persons, LESSEE shall forthwith
take commercially reasonable steps necessary to remove the cause of the objection;
F. To make no improper or unlawful or offensive use of said Premises, and to permit the
LESSOR or its agents to inspect the Premises at all reasonable times, subject to reasonable regulation by
LESSEE for business or security purposes, for the purpose of viewing the condition thereof,
G. LESSEE covenants that he shall maintain and operate and use the premises in compliance
with 49 CFR, Part 21, Nondiscrimination in Federally Assisted Programs of the Department of
Transportation, as said Regulations may be amended. More particularly, Lessee covenants that:
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a) no person on the grounds of race, color, national origin, or sex shall be excluded from
participation in, denied the benefits of, or be otherwise subjected to discrimination in the use of
the Premises;
b) in the construction of any improvements on the Premises and the furnishing of services
thereon, no person on the grounds of race, color, national origin, or sex shall be excluded from
participation in, denied the benefits of, or otherwise be subjected to discrimination; and
c) LESSEE will comply with all Federal and Florida statutes, and all local ordinances, as
applicable, relating to nondiscrimination. These include but are not limited to: 1) Title VI of the
Civil Rights Act of 1964 (PL 88 -352) which prohibits discrimination on the basis of race, color or
national origin; 2) Title IX of the Education Amendment of 1972, as amended (20 USC ss. 1681-
1683, and 1685 - 1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the
Rehabilitation Act of 1973, as amended (20 USC s. 794), which prohibits discrimination on the
basis of handicaps; 4) The Age Discrimination Act of 1975; as amended (42 USC ss. 6101 -6107)
which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act
of 1972 (PL 92 -255), as amended, relating to nondiscrimination on the basis of drug abuse; 6) The
Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of
1970 (PL 91 -616), as amended, relating to nondiscrimination on the basis of alcohol abuse or
alcoholism; 7) The Public Health Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd -3 and
290ee -3), as amended, relating to confidentiality of alcohol and drug abuse 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 Lease. The LESSEE expressly understands that upon a determination by a court of
competent jurisdiction that the LESSEE has discriminated against any person, this agreement
automatically terminates without any further action on the part of any party, effective the date of
the Court order.
H. LESSEE expressly agrees for itself, its successors and assigns to prevent any use of the
Premises which would interfere with or adversely affect the operation or maintenance of the airport, or
otherwise constitute an airport hazard.
I. 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 as amended. The parties represent that none of the provisions
of this Lease violate any of the Sponsor's Assurance agreement; and
J. 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 Lease are exclusive only as to the
Premises and are with respect to the other areas of the Airport and the LESSOR herein reserves the right
to grant similar privileges to another lessee on other parts of the airport.
6. Leasehold Improvements — Upon approval by LESSOR, LESSEE during the term hereof,
may, at its own expense, 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
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reasonable time after expiration of the Term of this Lease; 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.
Leasehold improvements shall include any installation of walls, partitions (excluding movable
partitions), doors and windows, any electrical wiring, panels, conduits, service connections, receptacles or
lighting fixtures attached to walls, partitions, ceilings or floor, all interior finish to floors, walls, doors,
windows or ceilings; and all floor treatments or coverings, other than carpeting, that is affixed to floors;
sanitary disposal lines and sinks, commodes, and garbage disposal units; all heating, air treatment or
ventilating distribution systems, including pipes, ducts, venthoods, air handling units and hot water
generators; and all refrigerator rooms or vaults and refrigerated waste rooms including refrigeration or
ventilating equipment included with same. Any furniture, fixtures, equipment, carpeting and draperies
not classified as leasehold improvements above shall be the personal property of the LESSEE.
7. Investment by the LESSEE - All leasehold improvements and their titles shall vest
immediately in Monroe County upon their acceptance by the County. Furniture, furnishings, fixtures and
equipment will remain the personal property of LESSEE and may be removed upon the termination of the
agreement, provided all of its accounts payable to the County are paid at that time.
8. Assignment. This Lease may not be assigned, or the Premises subleased, without the written
permission of the LESSOR which shall not be unreasonably withheld, delayed or conditioned.
9. Indemnification/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, beyond all applicable cure
periods, 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 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.
10. 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:
County Administrator
1100 Simonton Street
Key West, FL 33040
With a copy to:
County Attorneys Office
1111 12 St. Suite 408
Key West, FL 33040
For Lessee:
VMD -MT SECURITY, LLC
Vivek Malhorta
11440 Commerce Park Dr., Suite 400
Reston, Va. 20191
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.
11. Insurance Requirements
a. LESSEE will obtain or possess the following insurance coverage's and will provide Certificates
of Insurance to LESSOR to verify such coverage:
General Liability. LESSEE shall provide coverage for all premises and operations including
Products and Completed Operations, Blanket Contractual Liability, Personal Injury Liability, and
Expanded Definition of Property Damage. The limits shall not be less than:
$300,000 Combined Single Limit (CSL)
If split limits are provided, the minimum limits acceptable shall be:
$100,000 per Person
$300,000 per Occurrence
$ 50,000 Property Damage
Vehicle Liability. Prior to LESSEE taking possession of the Premises governed by this Lease,
LESSEE shall purchase Vehicle Liability Insurance. Coverage shall be maintained throughout the
life of the Lease and include, as a minimum, liability coverage for:
• Owned, Non - Owned, and Hired Vehicles
The minimum limits acceptable shall be:
$1,000,000 Combined Single Limit (CSL)
If split limits are provided, the minimum limits acceptable shall be:
$500,000 per Person
$1,000,000 per Occurrence
$100,000 Property Damage
All Risk Property Insurance. Prior to LESSEE taking possession of the Premises governed by
this Lease, LESSEE shall purchase All Risk Property Insurance with limits no less than the
Replacement Cost value of the Premises. Coverage shall be maintained throughout the life of this
Lease and include, as a minimum, coverage for:
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Fire Lightning Vandalism
Sprinkler Leakage Sinkhole Collapse Falling Objects
Windstorm Smoke Explosion
Civil Commotion Aircraft and Vehicle Damage Flood
Workers' Compensation — LESSEE shall obtain Workers' Compensation Insurance with limits
sufficient to respond to Florida Statute 440
Employers' Liability — LESSEE shall obtain Employers' Liability Insurance with limits of not less
than: $100,000 Bodily Injury by Accident, $500,000 Bodily Injury by Disease, policy limits,
$100,000 Bodily Injury by Disease, each employee.
b. The Monroe County Board of County Commissioners will be included as "Additional Insured"
on all policies, except for Workers' Compensation, issued to satisfy the above requirements.
c. 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 LESSOR by the insurer.
d. The acceptance and /or approval of LESSEE's insurance shall not be construed as relieving
LESSEE from any liability or obligation assumed under this lease or imposed by law.
e. LESSEE shall maintain the required insurance throughout the entire Term of this Lease and any
extensions which may be entered into. The LESSOR, at its sole option, has the right to request a
certificate of insurance for any and all insurance policies required by this Lease. Failure to comply
with this provision shall be considered a default and the LESSOR may terminate the lease in
accordance with Paragraph 12.
f. Any deviations from these General Insurance Requirements must be requested in writing on the
County prepared form entitled "Request for Waiver of Insurance Requirements" and be approved
by Monroe County Risk Management.
12. Default. The failure of LESSEE to perform any of the covenants of this lease, which failure
shall continue for a period of fifteen (15) days after notice thereof is given to LESSEE in writing by the
LESSOR, shall constitute a default under the terms of this Lease. However, if the nature of the default is
such that can not be reasonably cured within the 15 day period, then the defaulting party shall not be
deemed in default if it commences such cure within the 15 day period and diligently pursues such cure to
completion. In the event of a default by LESSEE beyond all applicable cure periods, LESSOR may, at its
option, declare the Lease forfeited and may immediately re -enter and take possession of the Leased
Premises and this Lease shall terminate. If it shall be necessary to employ the services of an attorney in
order to enforce its rights under this agreement, the LESSOR shall be entitled to reasonable attorney's
fees. Waiver of a default in any particular month shall not bind the LESSOR to forego the provisions of
this paragraph and any subsequent default shall be grounds for termination.
13. Governing Law, Venue, Interpretation, Costs, and Fees This Lease 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
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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 Lease by or between any of them the issue shall be submitted to mediation prior to the
institution of any other administrative or legal proceeding.
14. Severability. If any term, covenant, condition or provision of this Lease (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 Lease, shall
not be affected thereby; and each remaining term, covenant, condition and provision of this Lease 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 Lease would prevent the accomplishment of
the original intent of this Lease. The LESSOR and LESSEE agree to reform the Lease to replace any
stricken provision with a valid provision that comes as close as possible to the intent of the stricken
provision.
15. 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 Lease, 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 Lease shall be in accordance with the
Florida Rules of Civil Procedure and usual and customary procedures required by the circuit court of
Monroe County.
16. Binding Effect The terms, covenants, conditions, and provisions of this Lease shall bind
and inure to the benefit of the LESSOR and LESSEE and their respective legal representatives,
successors, and assigns.
17. Authority Each party represents and warrants to the other that the execution, delivery and
performance of this Lease have been duly authorized by all necessary County and corporate action, as
required by law.
18. Claims for Federal or State Aid LESSEE and LESSOR agree that each shall be, and is,
empowered to apply for, seek, and obtain federal and state funds to further the purpose of this Lease;
provided that all applications, requests, grant proposals, and funding solicitations shall be approved by
each party prior to submission.
19. 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 or by Florida law. This
paragraph does not apply where a default has occurred under the provisions of this Lease.
20. Cooperation In the event any administrative or legal proceeding is instituted against either
party relating to the formation, execution, performance, or breach of this Lease, 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 Lease or provision of the services under this
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Lease. LESSOR and LESSEE specifically agree that no party to this Lease shall be required to enter into
any arbitration proceedings related to this Lease. A party who requests the other party's participation in
accordance with the terms of this paragraph shall pay all reasonable expenses by the other party by reason
of such participation.
21. 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 Lease, and that the only interest of each is to perform and receive benefits as
recited in this Lease.
22. Code of Ethics LESSOR agrees that officers and employees of the LESSOR 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.
23. No Solicitation /Pa, moment_ The 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 Lease 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 Lease. For the breach or violation of the provision, the LESSEE agrees that the 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.
24. Public Access The LESSOR and LESSEE shall allow and permit reasonable access to,
and inspection of, all documents, papers, letters or other materials in its possession or under its control
subject to the provisions of Chapter 119, Florida Statutes, and made or received by the LESSOR and
LESSEE in conjunction with this Lease; and the LESSOR shall have the right to unilaterally cancel this
Agreement upon violation of this provision by LESSEE.
25. Non - Waiver of Immunity Notwithstanding the provisions of Sec. 768.28, Florida
Statutes, the participation of the LESSOR and the LESSEE in this Lease and the acquisition of any
commercial liability insurance coverage, self - insurance coverage, or local government liability insurance
pool coverage shall not be deemed a waiver of immunity to the extent of liability coverage, nor shall any
contract entered into by the LESSOR be required to contain any provision for waiver.
26. 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 Lease 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.
27. Legal Obligations and Responsibilities Non - Delegation of Constitutional or Statutory
Duties. This Lease 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
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satisfaction of the obligation or responsibility. Further, this Lease 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.
28. Non - Reliance by Non - Parties No person or entity shall be entitled to rely upon the terms,
or any of them, of this Lease 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 the LESSEE agree that
neither the LESSOR nor the 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 Lease separate and apart, inferior to, or superior to the
community in general or for the purposes contemplated in this Lease.
29. 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 Lease or be subject to any personal liability or accountability by reason of the execution
of this lease.
30. Execution in Counterparts This Lease 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 Lease by signing any such counterpart.
31. Section Headines Section headings have been inserted in this Lease as a matter of
convenience of reference only, and it is agreed that such section headings are not a part of this Lease and
will not be used in the interpretation of any provision of this Lease.
32. Termination of Lease. During the term of this lease, either of the parties hereto may cancel
this agreement without cause by giving the other party thirty days written notice of its intention to do so.
33. FAA Requirements. The parties shall comply with FAA Required Lease Clauses, which
are listed in Exhibit "B ", attached hereto and made a part hereof.
34. Compliance with Rules and Regulations. LESSEE shall comply with all State, Federal
and County laws, statutes, ordinances, rules and regulations, including but not limited to the rules and
regulations as set forth in the airport's minimum standards, as any of the same may be amended from time
to time, all additional laws, statutes, ordinances, regulations and rules of the federal state and county
governments, and any and all plans and programs developed in compliance therewith, which may be
applicable to its operations, as any of the same may be amended from time to time, including specifically,
without limiting the generality thereof, federal air and safety laws and regulations and federal, state, and
county environmental, hazardous waste and materials and natural resources laws, regulations and permits
and FAA Airport Improvement Program Grant Compliance requirements.
35. 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
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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
10
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
11
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.
36. Mutual Review. This Lease has been carefully reviewed by LESSEE and LESSOR,
therefore this Lease is not to be construed against either party on the basis of authorship.
THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK.
12
IN WITNESS WHEREOF, the parties have caused this lease to be executed this 2 ' 1 & day of
2012.
(SEAL) A� y t4'e V; 1 1 - )
ATTEST: i)7k? T" r KO T T " r-n- CLERK
BOARD OF COUNTY COMMISSIONERS
OF MONROE COUNTY, FLORIDA
By
Deputy Clerk
WITNESSES:
By A wNV- 4 ( •t.�a.
Mayor /Chairpers n
V D -MT SEC RJTY LLC
Vie Malhorta
7 ; )
COUNTY
JFD AS 1
PEDRO J.
ASSISTANT C
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VMD -MT SECURITY, LLC
LEASE AGREEMENT
OCTOBER 2012
BAGGAGE
SCREENING ROOM
Of® II Of ® �I OFFICE II 0®
EXHIBIT `A' - OFFICE AND STORAGE SPACE
EXHIBIT B
FAA REQUIRED LEASE CLAUSES
1. This lease shall be subject to review and re- evaluation at the end of each 1 year period, by
the airport owner and the rent may be adjusted according to their action, not to exceed the
Consumer Price Index rate during the last 12 month period, or;
Land less improvements will be appraised every 5 years and the adjusted rental will be
based on normally 10 -12 percent of the appraised value. If disputed, lessor obtains
appraisal at his expense and lessor /lessee equally share expense for review appraisal that
establishes fair market value.
2. The tenant for himself, his personal representatives, successors in interest, and assigns, as
a part of the consideration hereof, does hereby covenant and agree that (1) no person on
the grounds of race, color, or national origin shall be excluded from participation in,
denied the benefits of, or be otherwise subjected to discrimination in the use of said
facilities, (2) that in the construction of any improvements on, over or under such land
and the furnishing or services thereon, no person on the grounds of race, color, or
national origin shall be excluded from participation in, denied the benefits of, or be
otherwise subjected to discrimination, (3) that the tenant shall use the premises in
compliance with all other requirements imposed by or pursuant to Title 49, Code of
Federal Regulations, Department of Transportation, Subtitle A, Office of the Secretary,
Part 21, Nondiscrimination in Federally- assisted programs of the Department of
Transportation - Effactuation of Title VI of the Civil Rights Act of 1964, and as said
Regulations may be amended.
That in the event of breach of any of the above nondiscrimination covenants, Airport
Owner shall have the right to terminate the lease and to re -enter as if said lease had
never been made or issued. The provision shall not be effective until the procedures of
Title 49, Code of Federal Regulations, Part 21 are followed and completed including
exercise or expiration of appeal rights.
3. It shall be a condition of this lease, that the lessor reserves unto itself, its successors and
assigns, for the use and benefit of the public, a right of flight for the passage of aircraft in
the airspace above the surface of the real property hereinafter described, together with the
right to cause in said airspace such noise as may be inherent in the operation of aircraft,
now known or hereafter used, for navigation of or flight in the said airspace, and for use
of said airspace for landing on, taking off from or operating on the airport.
That the Tenant expressly agrees for itself, its successors and assigns, to restrict the
height of structures, objects of natural growth and other obstructions on the hereinafter
described real property to such a height so as to comply with Federal Aviation
Regulations, Part 77.
That the Lessee expressly agrees for itself, its successors and assigns, to prevent any use
of the hereinafter described real property which would interfere with or adversely affect
the operation or maintenance of the airport, or otherwise constitute an airport hazard.
4. This lease and all provisions hereof are subject to any ordinances rules or regulation
which have been, or may hereafter be adopted by the Airport Owner pertaining to the
Key West International Airport.
5. 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.
r St a rNet RANCI
A Berkley Insurance Company
This Is to certify to:
Monroe County Board of County Commissioners
1100 Simonton Street
Key West, FL 33040
CERTIFICATE OF INSURANCE
That the following described policy or policies have been Issued to:
VMD-MT Security, LLC
11440 Commerce Park Drive, Suite 400
Reston, VA 20191
Coverage In accordance with the conditions thereof, the following aircraft or Iocabons(s):
Policy Number
Policy Period
Premises Covered
-17ct- 2
BA -12- 10-00044
to
Premises Covered: Those Premises located at: Key West Airport (KEYW), Greater Rochester
International Airport (ROC), Tupelo Regional Airport (TUP).
1 Oct - 13
Type of Coverage
Commercial General Liability Aviation Coverages. Including;
Premises Liability. Aviation ProducdslCompleted Operations — ,
Limit $3,000,000 Each
" - Lknit $3,000,000 Annual Aggregate Limit with respects to Aviation Products /Completed
Personal b Advertising Injury*", Contractual, Independent
Occurrerxe
Operations and Personal 9 Advertising Injury Liability.
Contractors Liability, On- Airport Premises Automobile Liability.
Hangarkaaper's Legal Liability $Not Covered each aircraft/ $Not
Fie Damage Limit:
Covered each oocurence. Deductible $N/A each aircraft.
$100,000 Any One Mrs.
Premises Medical Expense: $1,000 Any One Person.
Insured Provision: It Is agreed that the Certificate Holder Is Included as an Additional Insured under Liability Coverages, but only with reaped to the Aviation operations of the Polley
plies of Cancellation Provision: 30 day's (10 day's for non - payment of premium) prior written notice to the Certificate Holder in the event of material change In the policy or In the event the
Agcy to cancelled by the Company.
%vifalandag any reQhsrarn". terms or conditions of any contract or ODW document wltih respect to which the CartiArate may be Issued or may perWn, the Insurance afforded by the poloy(les) dasvlhad honk Is subject b
ire terms, conditions, limits and exclusions of such policy
a Company has made provision to give the CarlMuls Holder prompt notice of cancellation of any policy Wbove. But fheCornpury assumes no responsibility for "re b pnvide such rodeo. This CwlfkAW does not charge
any way the actual coverages provided by the porry(les) specified above.
A 94Fl�ii
DA
W
Authorind Representative
Matthew P. Rowley, Vice President - General AvIsWn DATE ISSUED: January 14, 2013
aMrlev Aviation. LLC CertUkats NO.:
BERKL8Y mvn - non
A olvesion OP W R. BERKLEY
1101 Anoaps Stnet Sufe 200, Sards Barbara, CA, 93101
Phone: (80.5) 998 -7840 Faa:(8081698 -7890
Starlet
A Berkey Insurance Company
This Is to certify to:
Monroe County Board of County Commissioners
1100 Simonton Street
Key West, FL 33040
CERTIFICATE OF INSURANCE
That the following described policy or policies have been issued toe
AECOM Government Services, Inc. VMD -MT Security, LLC
999 Town $ Country Road 11440 Commerce Park Drive, Suite 400
Orange, CA 92888 Reston, VA 20191
Coverage in accordance with the conditions thereof, the following aircraft or locations(s):
Policy Number
Policy Period
Premises Covered
1- pr
Premlaes Covered: Those locations at (ROC) – Rochester International Airport, New York,
BA- 12.04038
to
and (EYW) Key West International Airpor Florida and (FSO) Sioux Falls Regional
ArportlJoe Foss Field, South Dakota, and any other Premises locations Necessary and
1- Apr -13
Incklental to the Aviation operations of the Named Insured.
Type of Coverage
Commercial General Liability Avlatlon Coverages: Including;
Umt: $70,000,000' Each
— Urnit: $Not Covered Annual Aggregate Limit with respects to Aviation Products
War I Risk Liability and TRIA Liability Coverages.
Occurrence
/Completed Operations and Personal b Advertising Injury Liability.
Hangarkeeper's Legal Liability $Not Covered each aircraft/ $Not
Covered each occurence. Deductible 3 WA each aircraft
Fire Damage Limit $Not
Covered Any One Fire.
Premises Medical Expense: $Not Covered Any One Parson.
I'War / Risk Liability and TRIA Usbllty Coverages arty provided under this policy.
ddidonal Insured Provision: It Is agreed that the Certificate Holder is Included as an Addltlonal Insured under Liability Coverages, but only with resped to the Aviation operations of the
ollcy Holder.
htwlhstanding any requirements, temp a conditions of any contrad or other document with respect to which the CertNlete may be Wound or may pertain, the Insurance afforded by the pol oy(In) described hastrh Is subject
all the harms. condpons. Nmtts and exclusions of such poky.
a Company has mode provision to give the CertilcaN Holder prompt nctcs of oencelatim of any poky above. But the Company assume no reponsibily for talk" to pmvlde such notice. This CerUBcete does not
onge in any way the actual oovaages provided by the pdiry(te) specMed above.
Authorized Representative
Matthew P. Rowley, Via President - General Aviation
Berklev Aviation, LLC
App
WAI 4
DATE ISSUED:
Cartleata No.:
January A 2013
BeRKLJEY nVIRT]on
A Otvusion o? W,R selcwLE-V
1101 Anscapo Streai, Suite 200, Santa Barbara, CA. 93101
Ph o n e•. (605) 896-7640 Fax:(805) Ma -7890
b CERTIFICATE OF LIAB ILITY INSURANCE D11 /06�IDDIWYY)
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must 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).
COWTAUT
PRODUCER NAME:
Marsh Risk & Insurance Services PHONE FAX
CA License 110437153 AIC No Ext : AIC No):
777 South Figueroa Street ADDD
LOS Angeles, CA 90017 IN auRFRlS1 AFFORDING COVERAGE NAIC!
06510 - AECOWWG12113 Reston VA
INSURED
VNC -Wr Security, LLC
11440 Commerce Park Drive
Reston, VA 20191
Zurich American Insurance Company
C:
D:
COVERAGES CERTIFICATE NUMBER LOS- 001524580 -06 REVISION NUMBER: 25
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSUKtU NAMtU AbUVt t I nc T r=--
NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT
WITH RESPECT TO WHICH THIS
INDICATED.
BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
CERTIFICATE MAY
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
ADDL
OF INSURANCE POLICY NUMBER MM% ICY EFF MW D Y EXP
INSR
LIMITS
LTR TYPE
of Marsh Risk & Insurance Services
GENERAL LIABILITY
EACH OCCURRENCE $
COMMERCIAL GENERAL LIABILITY
DAMAGE
PREMISES e $
CLAIMS -MADE D OCCUR E R K
MED EXP (Any one person) $
, ��
BY r
PERSONAL & ADV INJURY $
W GENERAL
AGGREGATE $
GEML AGGREGATE LIMIT APPLIES PER:
PRODUCTS - COMP/OP AGG $
POLICY PRO-
LOC
$
COMB
nt S INGLE LIMIT
AUTOMOBILE LIABILITY
A L
BODILY INJURY (Per person)
$
ANY AUTO
BODILY INJURY (Per accident)
$
ALL OWNED SCHEDULED
AUTOS AUTOS
NON-OWNED
I
PROPERTY DAMAGE
( Per accident
$
HIRED AUTOS AUTOS
r
$
I
UMBRELLA UA13
EACH OCCURRENCE
$
AGGREGATE
$
EXCESS LIAB
HOCCUR
CLAIMS -MADE
DED I I RETENTION $
$
WC 5833489
10/01/2012
10/01/2013
WC STATU OTH
A
WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY YIN N
$1,000,0
ANY PROPRIETOR/PARTNER/EXECUTNE
E.L. EACH ACCIDENT
$
E.L. DISEASE - EA EMPLOYE
$ $1,000,000
OFFICERIMEMBER EXCLUDED? N
NIA
(Mandatory In NH)
$1,000,000
If yes describo under
DESCRIPTION OF OPERATIONS below
E.L. DISEASE - POLICY LIMIT
$
I :tl
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required)
C T �
Nov 0 7 2012
7 B"Y
: —'
ww \InGr 1 ATA \I
VCR I IrIN/1 IG rl%R VW rm
'� - - -' -- -
Monroe County Board
of County Commissioners
1100 Simonton St
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
ACCORDANCE WITH THE POLICY PROVISIONS.
Key West, FL 30340
AUTHORIZED REPRESENTATIVE
of Marsh Risk & Insurance Services
David Denihan
�J
w lave -wv .v wv.w -- .....- ........ — .___. .
ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD