2. 01/21/2015 to 01/21/2020 01/21/2015AMY REAVILIN, CPA
CLERK OF CIRCUR COURT &COMPTROLLER
MoxnoE COUNTY, FLORIDA
DATE: January 27, 2015
TO: Don DeGraw,
Director of Airports
ATTN: Judy Layne, Senior Coordinator
Airport Grants and Finance
FROM. • Lindsey Ballard, D. C&
At the January 21, 2015, Board of County Commissioner's meeting the Board granted approval
and authorized execution of Items C6 a Thru-The-Fence Agreement with the Florida Keys Mosquito
Control District to provide access to Florida Keys Marathon Airport airside property, for purposes of
Mosquito Control flight operations.
Enclosed is a duplicate originals executed on behalf of Monroe County, for your handling. Should you
have any questions, please feel free to contact me.
cc: County Attorney
Finance %/
File
500 Whitehead Street Suite 101, PO Box 1980, Key West FL 33040 Phone: 305-295-3130 Fax: 305-295-3663
3117 Overseas Highway, Marathon, FL 33050 Phone: 305-289-6027 Fax: 305-289-6025
88820 Overseas Highway, Plantation Key, FL 33070 Phone: 852-7145 Fax: 305-852-7146
THRU-THE-FENCE LEASE AGREEMENT
BETWEEN MONROE COUNTY AND
THE FLORIDA KEYS MOSQUITO CONTROL DISTRICT
THIS AGREEMENT, made and entered into this a� day of
20_, by and between MONROE COUNTY, a political subdivision of the ate of Fl da,
hereafter "LESSOR" or "COUNTY", whose address is Gato Building 1100 Simonton Street,
and FLORIDA KEYS MOSQUITO CONTROL DISTRCT, an independent special district,
whose address is 5224 College Road, Key West, Fl. 33040 hereafter "LESSEE" or
"FKMCD".
WHEREAS, LESSOR owns the property known as the Florida Keys Marathon
Airport, located in Marathon, Monroe County, Florida, hereinafter referred to as "Airport";
and,
WHEREAS, LESSEE owns property adjacent to the Airport upon which LESSEE
has an aircraft hangar, laboratory, administrative offices and operations area; and,
WHEREAS, LESSEE desires direct access onto the Airport for purposes of
conducting FKMCD flight operations; and
WHEREAS, the FKMCD facility is a secure compound that can only be entered
through via a
security control and protection system; and
WHEREAS, LESSEE desires to obtain certain rights, services and privileges in
connection with said property, and the COUNTY is willing to grant and lease the same to
LESSEE, upon the terms and conditions hereinafter stated, now, therefore,
IN CONSIDERATION of the premises and of the mutual covenants and
agreements herein contained, and other valuable considerations, LESSOR does hereby grant
and lease unto LESSEE, and LESSEE does hereby lease from LESSOR, certain premises,
rights and privileges as follows, to wit:
W I TNESSETH•
1. Premises. THE LESSOR leases unto said LESSEE the right of ingress and
egress, to and from the Marathon Airport, Marathon, Key Vaca, Monroe County, Florida.
Such ingress and egress shall be allowed only onto said Marathon Airport and only from
LESSEE's adjacent ramp and hangar as shown on Exhibit A (property map) attached and
incorporated as Exhibit "A". LESSEE leases from LESSOR a total of 25,850 square feet of
improved and unimproved ramp area as follow; 12,650 square feet of paved ramp area
adjacent to the LESSEE's property as shown on Exhibit "A" and an adjoining unimproved
13,200 square foot parcel as shown on exhibit "A".
2. Term. The above -described rights of ingress and egress shall commence on
21st day ofJ! ary2015., and terminate January 21, 2020 .
3. Rent and Access Fee. The LESSEE hereby covenants and agrees to pay the
LESSOR an initial base rent in the sum of $1,094.58 per month, or $13,135.00 per year, for
the use of said premises. The Rent is calculated as follows; .15 cents per square foot of
Airport Unimproved Land (13,200 sq. ft. x .15 = $1980.00), .50 cents per square foot of
Airport Paved Ramp Area (12,650 sq. ft. x .50 = $6,325). The Access Fee is calculated as
follows; Aircraft storage that would otherwise occur on field (19,320 sq. ft. x .25 = $4830).
The monthly Rent and Access Fee is due and payable beginning on the first day of each
month. All payments are due at the Airports Business Office, 3491 S. Roosevelt Blvd., Key
West, FL 33040. Following the initial year of this lease, the annual rental sum will be
adjusted each year by a percent equal to the increase in the CPI for all urban consumers (CPI-
U) above that of the prior calendar year. If LESSEE elects to pay the rent in one annual
installment, such yearly rent shall be payable, in full, on or before June 1st of each year.
LESSEE shall be entitled to receive a rent credit for the estimated value of mosquito control
services for each full year LESSEE provides mosquito control services at the Florida Keys
Marathon Airport. The credit shall be calculated as follows: (present taxable value of the
airport if the airport was not tax exempt) x (the millage rate for mosquito control) =
(estimated value of mosquito control services) The estimated value of mosquito control
services for the initial year is $7214.73, ($14,955,909 x 00048240 , $7214.73) leaving a
balance due of $5,920.27 for the initial year's rent or $493.35 per month.
4. Covenants. The LESSEE hereby covenants and agrees with the LESSOR as
follows;
A. The LESSEE shall have the right of access to the Marathon Airport through the
leasehold area from its operations area located off airport property.
B. That the said operations area shall be used only for purposes of carrying out the
functions of the Florida Keys Mosquito Control District.
C. That no commercial maintenance of aircraft, no commercial activities, nor any
other aviation business shall be conducted in the hangars or operations area by the LESSEE.
LESSEE'S hangars shall be utilized solely for housing and/or repairing FKMCD aircraft.
D. Fueling or servicing of aircraft on the leased premises must be in accordance
with the National Fire Protection Association (NFPA) Code 407.
lease. E. To pay the LESSOR the rent at the times and in the manner provided for by this
F. To allow LESSOR, with reasonable notice given to LESSEE, to inspect
LESSEE'S premises described in Exhibit "A", for the purpose of ascertaining the
performance of the covenants herein.
G. To the extent permitted by Florida law, the LESSEE agrees to indemnify and
hold the LESSOR harmless from any liability by reasons of his use of airport property. To
the extent permitted by Florida Statute 768.28, the LESSOR agrees to indemnify and hold the
LESSEE harmless from any liability due to the actions of the LESSOR, its agents or assigns.
H. LESSEE agrees to maintain an insurance policy in a form acceptable to the
County, for general liability and property damage. Said policy shall afford general liability
and property damage protection in a minimum amount of Two Hundred Fifty Thousand
Dollars ($250,000.00) per occurrence.
I. If LESSEE is notified that this lease has been violated for failure to maintain said
adequate insurance coverage, upon notification, LESSEE shall immediately cause adequate
insurance coverage to be provided, as stated in paragraph H, herein. Notwithstanding
paragraph H, herein, LESSOR reserves the right to restrict all access to the airfield until it
receives proof that such adequate insurance has been provided.
J. LESSEE shall keep his access gate to the Airport locked except when in actual
use for ingress and egress to the Airport.
K. This lease shall be binding upon the parties thereto, their successors, personal
representatives, and assigns.
L. This lease shall be automatically cancelled should any condition of this lease be
violated and not corrected with ten (10) days of written notice of the violation. In the event
such violation is by a tenant of LESSEE, the commencing of diligent efforts to correct the
violation shall preclude automatic cancellation. It is intended that LESSEE shall immediately
commence litigation to correct any said violations if not so corrected within ten (10) days of
the aforesaid written notice.
M. The base rental fee amount (standard Marathon Airport rates and charges)
agreed to herein may be adjusted annually at LESSOR's option, in accordance with the
percentage change in the Consumer Price Index (CPI) for Wage Earners and Clerical
Workers in the Miami, Florida, area index, and shall be based upon the annual average CPI
computation from January 1 through December 31 of the previous calendar year.
N. This lease is subject to approval by the Federal Aviation Administration.
O. This lease may not be assigned or subleased to new parties without the express
written consent of LESSOR and the approval of the FAA. Such approval shall not be
unreasonably withheld.
5. Leasehold Improvements and Use LESSEE has the right during
the term hereof, at its own expense, to pave the unpaved portion of the leasehold.
LESSEE SHALL NOT PERFORM ANY OTHER LEASEHOLD IMPROVEMENT
WITHOUT THE WRITTEN APPROVAL OF THE AIRPORT MANAGER FOR THE
FLORIDA KEYS MARATHON AIRPORT.
LESSEE shall cause to be removed any and all liens of any nature arising out of
or because of any construction performed by LESSEE or any of its contractors or
subcontractors on the leased premises or because of the performance of any work or labor
upon or the furnishing of any materials for use at said premises, by or at the direction of
LESSEE.
6. Common Areas LESSEE shall have the right to use, in common
with others, the Airport space and facilities to permit landing, taking off, loading,
unloading and servicing of LESSEE'S aircraft, subject to reasonable rules and regulations
of the COUNTY as to the use of such common spaces and facilities.
7. Maintenance of Premises LESSEE shall be responsible for and shall
properly maintain the leased premises, and upon the termination of this lease, shall leave
the premises in at least as good condition as at the time of the commencement of this
lease, normal use and occupancy excepted. LESSEE is responsible for and shall properly
maintain the security fences and gates surrounding the leased premises and is also
responsible for properly securing any portion of the premises being remodeled or under
construction.
8. Inspection and Maintenance of Premises by COUNTY The
COUNTY 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 COUNTY or third parties, as a result of the exercise by the
COUNTY of its rights hereunder, and all damage to such fixed improvements caused
thereby, shall be borne by the COUNTY.
9. Non -Waiver of Immunity Notwithstanding the provision of Sec. 768.28,
Florida Statutes, the participation of COUNTY and LESSEE in this agreement 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
COUNTY be required to contain any provision for waiver.
10. Books, Records and 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.
11. 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 COUNTY and LESSEE agree that
venue will lie in the appropriate court or before the appropriate administrative body in
Monroe County, Florida.
The COUNY 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.
12. 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.
The COUNTY 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.
13. Attorneys Fees and Costs The COUNTY 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 p g party, and shall include
attorney's fees, court 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.
14. Binding Effect The terms, covenants, conditions, and provisions of
this agreement shall bind and inure to the benefit of the COUNTY and LESSEE and their
respective legal representatives, successors, and assigns.
15. 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.
16. Claims for Federal or State Aid The COUNTY and LESSEE agree
that each shall be, and is, empowered to apply for, seek, and obtain federal and state
funds to further the purpose of this agreement; provided that all applications, requests,
grant proposals, and funding solicitations shall be approved by each party prior to
submission.
17. Adiudication of Disputes or Disagreements The COUNTY 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 thirty (30) days after the first meet and confer session, the
issue or issues shall be discussed at a public meeting of the Monroe County 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.
18. 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, the COUNTY 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. The COUNTY and LESSEE specifically agree that no party to this
agreement shall be required to enter into any arbitration proceedings related to this
agreement. A party who requests the other's party's participation in accordance with the
terms of this section shall pay all reasonable expenses incurred by the other party by
reason of such participation.
19. Nondiscrimination The COUNTY and LESSEE agree 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 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. LESSEE agrees 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 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
patent 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.
20. Covenant of No Interest The COUNTY 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.
21. Code of Ethics The 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.
22. Public Access The COUNTY 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 COUNTY and LESSEE in conjunction with this
agreement; and the COUNTY shall have the right to unilaterally cancel this agreement
upon violation of this provision by LESSEE.
23. 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 COUNTY, when performing their
respective functions under this agreement within the territorial limits of the COUNTY
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
COUNTY.
24. 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 COUNTY, except to the extent permitted by the Florida Constitution, State
Statute, and case law.
25. 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 COUNTY and LESSEE agree that neither the COUNTY 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.
26. Attestations LESSEE agrees to execute such documents as the
COUNTY may reasonably require, to include a Public Entity Crime Statement, an Ethics
Statement, and a Drug -Free Workplace Statement.
27. 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.
28. 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.
29. Section Heading Section headings have been inserted in this
agreement as a matter of convenience of reference only, and it is agreed that such section
headings are not a part of this agreement and will not be used in the interpretation of any
provision of this agreement.
30. Default Unless the COUNTY has accepted a rental installment after
it has become due together with any applicable late payments and penalties, the failure to
pay rental installments when due shall constitute a default under the terms of this lease.
The failure to pay any other charges or fees when due under this lease shall constitute a
default. Further, the failure of LESSEE to perform any other of the covenants of this
lease, which failure shall continue for a period of ten (10) days, or for such longer period
of time as may be reasonably required to rectify said failure through the exercise of
prompt, diligent and continuous action, after notice thereof is given to LESSEE in writing
by the COUNTY, shall also constitute a default under the teens of this lease. In the event
of a default, the COUNTY 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 right under this paragraph, or to collect any of its rentals, fees, or charges due,
the COUNTY shall be entitled to reasonable attomey's fees.
31. Termination of Convenience. Either party may cancel this lease
agreement by giving sixty (60) days advanced written notice.
32. FAA Requirements The parties shall comply with FAA
Required Lease Clauses, which are listed in Exhibit B, attached hereto and made a part
hereo f.
33. 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 International Airport, the Florida Keys 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 (30) 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 (30) 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 (30) 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 Subsection. This subsection shall survive the cancellation or
termination of this agreement, and shall be in full force and effect.
34. Rules and Regulations
A. COMPLIANCE. LESSEE shall comply with all ordinances of the COUNTY,
including any reasonable rules and regulations with respect to use of Airport property, as
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, 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.
This agreement is subordinate to the County's obligations under federal aviation
law and contractual commitments to the federal government. Upon a formal written
declaration by the Federal Aviation Administration ("FAA") that a term or provision of
the Agreement is inconsistent with federal aviation law or a contractual commitment to
the FAA, the impermissible term shall be severed, without affecting the remainder of the
Agreement. The parties may agree to amend the Agreement as provided herein as
necessary to comply with the FAA's formal written declaration.
B. VIOLATIONS. LESSEE agrees to pay on behalf of the COUNTY any
penalty, assessment, or fine, issued against the COUNTY, or to defend in the name of the
COUNTY any claim, assessment, or civil action, which may be presented or initiated by
any agency or office of the federal, state, or county governments, based in whole or
substantial part upon a claim or allegation that LESSEE, its agents, employees or invitees
have violated any law, ordinance, regulation, rule or directives described in 34(A) above.
35. Rights Reserved. Rights not specifically granted to LESSEE by this
Agreement are reserved to the COUNTY.
36. Mutual Review. This agreement has been carefully reviewed by LESSEE
and the COUNTY, therefore this agreement is not to be construed against either party on
the basis of authorship.
IN WITNESS WHEREOF, the party of the first part has caused these presents to be
executed in its name, and the party of the second part has signed these presents, in duplicate,
all as of the day and year first above written.
AMY HEAVILIN, CLERK
Deputy Clerk
Date JRt-)aG XY d71", aD/S
BOARD OF COUNTY COMMISSIONERS
OF MONROE COUNTY, FLORIDA
By
�KorTJairperson
PATRICIA A. MOUJORIDA
NOVY Public - State
(SEAL) , , F Congpiasbnr EEes KEYS M
;OSQUITO
ATTEST: CONTROL BOARD
By By
Directo Cha' erson
Date
MOVPE COUNTY
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PEDRO J.
ASSISTANT