04/01/2015 to 03/31/2020 01/21/2015 %'_ ``a t .: AMY HEAVILIN, CPA
CLERK OF CIRCUIT COURT & COMPTROLLER
- �
K.„..........
dim 0MONROE COUNTY,FLORIDA
DATE: February 3, 2015
TO: Roman Gastesi
County Administrator
ATTN: Connie Cyr
FROM: Lindsey Ballard, D.C.14
At the January 21, 2015 Board of County Commissioner's meeting the Board granted approval
and authorized execution of Item Cl0 a five year lease agreement with Mountain Air Cargo for use of
aircraft parking apron at the Florida Keys Marathon Airport.
Enclosed is a duplicate original of the above-mentioned for your handling. Should you have any
questions, please feel free to contact my office.
cc: County Attorney
Finance
File
l,. s�D
...— 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
AGREEMENT
FLORIDA KEYS MARATHON AIRPORT
Mountain Air Cargo, Inc.
sT
THIS AGREEMENT is made and entered into on this 2( day of )/-1-4,-,44`f 2015, by
and between MONROE COUNTY, a political subdivision of the State of Florida, hereinafter referred
to as "COUNTY" or "LESSOR" and MOUNTAIN AIR CARGO, INC., hereinafter referred to as
"LESSEE".
WHEREAS, LESSOR owns an airport known as the Florida Keys Marathon Airport, located
in Marathon, Monroe County, Florida,hereinafter referred to as"Airport,"and
WHEREAS, LESSEE is engaged in the business of air transportation of cargo, mail and other
property,and
WHEREAS, LESSEE desires to obtain certain rights, services and privileges in connection
with the use of the Airport facilities, and the LESSOR is willing to grant same to LESSEE on a non-
exclusive basis,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 unto LESSEE, and LESSEE
hereby takes from the LESSOR, certain premises, facilities, rights, and privileges in connection with
and on the Airport,as follows,to wit:
1. Premises LESSOR does hereby lease to LESSEE, and LESSEE leases from the
LESSOR, 19,800 square feet of aircraft apron area, as indicated on the drawing labeled as Exhibit"A"
attached hereto and made a part hereof.
2. Use of the Airport LESSEE shall be entitled to use, in common with others
authorized to do so, the airport facilities and appurtenances, together with all equipment,
improvements, and services which have been or may hereafter be provided at or in connection with the
Airport for common use, in the operation of a business for the transportation of cargo, mail and other
property by air.
3. Term The term of this lease shall be five(5) years, commencing April 1,2015, and
ending on March 31, 2020.
4. Fees and Charges During the term of this lease, LESSEE shall pay to the LESSOR,
rent and landing fees as follows:
I) The amount of Thirteen Thousand Five Hundred Eighty-Seven and 36/100
dollars($13,587.36),plus sales tax,for an area of nineteen thousand eight hundred(19,800) square feet
of aircraft apron area, and
2) Landing fees as specified in Paragraph 5 of this lease.
The lease amount agreed to herein will be adjusted annually, commencing on April 1, 2016, in
accordance with the percentage increase in the Consumer Price Index for urban consumers(CPI-U)for
the preceding calendar year.
Rent for item 1 shall be paid in equal monthly installments, each of which shall be due and
payable on or before the first day of each calendar month during which this lease is in effect. Landing
fees shall be paid within thirty days after the end of the month for which they are due. Upon the failure
of LESSEE to pay rent and/or fees when due, the Lessor 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 and/or landing fees due.
The acceptance by the LESSOR of the overdue rent and/or landing fees plus applicable late fees shall
cure what would otherwise constitute a default by LESSEE under the terms of this lease. The
LESSOR, at its option, however, may refuse a proffered overdue fee and late fees, declare a default,
and proceed according to Paragraph 29 of this lease. In the event that any check, draft or negotiable
instrument by which LESSEE has tendered any payment is returned to the LESSOR and not honored,
whether for insufficient funds or other reason, the LESSOR 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 fees due.
The acceptance by the LESSOR of the rent and/or landing fees 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 LESSOR, at its option, however, may refuse any proffered
fee payment and applicable late fees and penalties, declare a default, and proceed according to
Paragraph 29 of this lease.
5. Landing Fees The apron rental fee includes five landings per week; however,
any landings over five per week shall be computed as follows:
$1.00 per 1,000 pounds of approved maximum gross landing weight. A minimum landing fee
of$13.31 will be charged for all aircraft weighing less than 12,500 lbs. gross landing weight.
LESSEE shall report to the LESSOR, not later than the 10'h day of each month,Lessee's Actual
Revenue Trip Arrivals at the Airport during the preceding calendar month, which shall include the
number and type of such arrivals. The number of arrivals so operated, multiplied by the applicable
approved maximum gross landing weights for each type of aircraft, shall determine the weight for
which the monthly payment shall be made.
The term "approved maximum gross landing weight" for any aircraft as used herein, shall be
the maximum gross landing weight approved by the Federal Aviation Administration for landing such
aircraft at the Airport herein. LESSEE provides service to Marathon, Florida, utilizing a Cessna 208
Caravan; While this aircraft is owned by The Federal Express Corporation, it is leased to and operated
by LESSEE based in Denver, North Carolina. As such LESSEE is responsible for all the operating
expenses related to aircraft, including landing fees. In the event LESSEE is unable to satisfy its
obligations, Federal Express Corporation will assume the responsibility for ensuring all payments and
contractual agreements are maintained.
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 LESSOR as to the use of such
common spaces and facilities.
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7. Right of Ingress and Eras LESSEE, its agents, employees, customers,
suppliers, and patrons shall have the right of ingress and egress to and from the airport premises, which
shall not be unreasonably restricted by LESSOR.
8. Assignment This agreement may not be assigned without the written consent of the
LESSOR.
9. Insurance Requirements
LESSEE will obtain or possess the following insurance coverages and will provide
Certificates of Insurance to the LESSOR to verify such coverage;
(a) General Liability. LESSEE shall provide coverage for all premises and operations
including Contractual, Products, and Completed Operations, Personal Injury Liability and
Expanded Definition of Property Damage. The limits shall not be less than;
$1,000,000 Combined Single Limits(CSL)or its equivalent
If split limits are provided,the minimum limits acceptable shall be;
$1,000,000.00 per occurrence,
$500,000 per person,
$100,000 Property Damage
The General Aggregate limit shall either apply separately to this agreement or shall be
at least twice the required occurrence limits.
(b) Vehicle Liability. LESSEE shall provide coverage for all owned, non-owned and
hired vehicles with limits of not less than;
$1,000,000 CSL or its equivalent
If split limits are provided,the minimum limits acceptable shall be;
$1,000,000 per occurrence
$500,000 per person
$100,000 Property Damage
(c) Professional Aviation Liability. LESSEE will provide coverage for limits of not less
than$30,000,000.00 CSL, including passengers,or its equivalent.
(d) Worker's Compensation. LESSEE shall provide coverage with limits sufficient to
respond to the applicable state statutes.
(e) The Monroe County Board of County Commissioners will be included as "Additional
Insured"on all policies,except for Worker's Compensation.
(t) 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 (30) days prior
notification is given to the COUNTY by the insurer.
(g) The acceptance and/or approval of LESSEE insurance shall not be construed as
relieving LESSEE from any liability or obligation assumed under this agreement or imposed by law.
(h) LESSEE shall maintain the required insurance throughout the entire term of this
agreement and any extensions which may be entered into. The LESSOR, at its sole option, has the
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right to request a certified copy of any and all insurance policies required by this agreement. Failure to
comply with the terms of this provision shall be considered a default and the LESSOR may terminate
the agreement in accordance with paragraph 29.
(i) Non-Waiver of Immunity. Notwithstanding the provision of Sec. 768.28, Florida
Statutes, the participation of LESSOR 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 LESSOR be required to contain any provision for waiver.
(j) 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.
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 (4) years
following the termination of this agreement. The LESSOR, acting through its Finance Director or other
authorized representative, shall have the right to inspect and audit LESSEE's books of accounts and
other records directly generated at the Florida Keys Marathon Airport facility or otherwise pertaining
to this agreement. Knowingly furnishing the LESSOR a false statement of its Actual Revenue Trip
Arrivals under the provision hereof will constitute a default by LESSEE of this agreement and the
LESSOR may, at its option, declare this lease terminated. LESSEE retains the right to have its
controller or a representative assigned by its controller to be present during any inspection or audit by
the LESSOR. Ten (10) business days notice must be given of intent to audit by the LESSOR to allow
LESSEE's controller sufficient time to schedule said presence. Nothing contained within this section
waives attorney/client or attorney work product privilege.
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 LESSOR and
LESSEE agree that venue will lie in the appropriate court or before the appropriate administrative
body in Monroe County,Florida.
The LESSOR and LESSEE agree that, in the event of conflicting interpretations of the terms or
a term of this agreement by or between any of them the issue shall be submitted to mediation prior to
the institution of any other administrative or legal proceeding.
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 LESSOR
and LESSEE agree to reform the agreement to replace any stricken provision with a valid provision
that comes as close as possible to the intent of the stricken provision.
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13. Attorney's Fees and Costs The LESSOR and LESSEE agree that in the event any
cause of action or administrative proceeding is initiated or defended by any party relative to the
enforcement or interpretation of this agreement, the prevailing party shall be entitled to reasonable
attomey's fees, court costs, investigative and out-of-pocket expenses, as an award against the non-
prevailing party, and shall include attomey'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 LESSOR 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. Adjudication of Disputes or Disagreements The 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 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.
17. 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
LESSOR and LESSEE agree to participate,to the extent required by the other party, in all proceedings,
hearings, processes, meetings, and other activities related to the substance of this agreement or
provision of the services under this agreement. The LESSOR 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.
18. Nondiscrimination The LESSOR 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. The 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: t) 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
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Health Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd-3 and 290ee-3), as amended, relating
to confidentiality of alcohol and drug abuse patient records; 8) Title VIII of the Civil Rights Act of
1968 (42 USC s. et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of
housing; 9) The Americans with Disabilities Act of 1990 (42 USC s. 1201 Note), as may be amended
from time to time, relating to nondiscrimination based of disability; 10) Secs. 13-101, et seq., Monroe
County Code, relating to discrimination based on race, color, sex, religion, disability, national origin,
ancestry, sexual orientation, gender identify or expression, familial status or age; 11) Any other
nondiscrimination provisions in any Federal or state statutes which may apply to the parties to, or the
subject matter of,this agreement.
19. Covenant of No Interest The LESSOR and LESSEE covenant that neither
presently has any interest, and shall not acquire any interest, which would conflict in any manner or
degree with its performance under this agreement, and the only interest of each is to perform and
receive benefits as recited in this agreement.
20. Code of Ethics The 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.
21. 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 agreement; and the LESSOR shall have the right to
unilaterally cancel this agreement upon violation of this provision by LESSEE. Nothing contained
within this section waives attorney/client or attorney work product privilege.
22. Privileges and Immunities All of the privileges and immunities from liability,
exemptions from laws, ordinances, and rules and pensions and relief, disability, workers'
compensation, and other benefits which apply to the activity of officers, agents, or employees of any
public agents or employees of the LESSOR, when performing their respective functions under this
agreement within the territorial limits of the 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.
23. Legal Obligations and Responsibilities Non-Delegation of Constitutional or
Statutory Duties. This agreement is not intended to, nor shall it be construed as, relieving any
participating entity from any obligation or responsibility imposed upon the entity by law except to the
extent of actual and timely performance thereof by any participating entity, in which case the
performance may be offered in satisfaction of the obligation or responsibility. Further,this agreement
is not intended to, nor shall it be construed as, authorizing the delegation of the constitutional or
statutory duties of the LESSOR, except to the extent permitted by the Florida Constitution, State
Statute, and case law.
24. Non-Reliance by Non-Parties No person or entity shall be entitled to rely upon
the terms, or any of them, of this agreement to enforce or attempt to enforce any third-party claim or
entitlement to or benefit of any service or program contemplated hereunder, and the LESSOR and
LESSEE agree that neither the LESSOR nor LESSEE or any agent, officer, or employee of either shall
6
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.
25. Attestations LESSEE agrees to execute such documents as the LESSOR may
reasonably require, to include a Public Entity Crime Statement, an Ethics Statement, and a Drug-Free
Workplace Statement.
26. 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 LESSOR in his or
her individual capacity, and no member, officer, agent or employee of LESSOR shall be liable
personally on this agreement or be subject to any personal liability or accountability by reason of the
execution of this agreement.
27. 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.
28. 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.
29. Default Unless the LESSOR has accepted a rental payment and/or landing fee
payment after it has become due together with any applicable late payments and penalties, the failure
to pay rent and/or landing fees 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 agreement 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 fifteen (15) days, after notice thereof is given to LESSEE in writing by the
LESSOR, shall also constitute a default under the terms of this lease. In the event of a default,
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 right under this paragraph, or to collect any of its rentals,
fees, or charges due,the LESSOR shall be entitled to reasonable fair market value attomey's fees.
30. Cancellation of Aereement LESSOR may cancel this agreement by giving LESSEE
sixty (60) days advanced written notice upon the happening of any one of the following events: the
appointment of a receiver of LESSEE's assets; the divesting of LESSEE's leasehold estate by other
operation of law; the abandonment by LESSEE of its air cargo transportation business at the Airport
for a period of sixty (60) days. By the end of the sixty (60) day notice period, LESSEE shall have
vacated the premises and the LESSOR may immediately re-enter and take possession of the same. If it
is necessary to employ the services of an attorney in order to enforce the LESSOR'S rights under this
paragraph,the LESSOR shall be entitled to reasonable fair market value attomey's fees.
31. FAA Requirements The parties shall comply with FAA Required Lease
Clauses, which are listed in Exhibit"B",attached hereto and made a part hereof.
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32. 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
8
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 attomey'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.
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(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.
33. Hold Harmless; Indemnification; Defense; Release; Survival. Notwithstanding any
minimum insurance requirements prescribed elsewhere in this agreement, LESSEE shall defend,
indemnify and hold the LESSOR and the LESSOR'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,
attorneys' 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 on the Airport during the term
of this lease, (B) the negligence or willful misconduct of LESSEE or any of its employees, agents,
contractors or other invitees, or (C) LESSEE 's default in respect of any of the obligations that it
undertakes under the terms of this lease, except to the extent the claims, actions, causes of action,
litigation, proceedings, costs or expenses arise from the intentional or sole negligent acts or omissions
of the LESSOR 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.
34. Rules and Regulations
A. COMPLIANCE. LESSEE shall comply with the Minimum Standards for Commercial
Aeronautical Activities by Fixed Base Operators and Other Aeronautical Service Providers at Monroe
County Airports and all ordinances of the LESSOR, 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. The Agreement is subordinate to the LESSOR's
10
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 LESSSOR any penalty,
assessment, or fine, issued against the LESSOR, or to defend in the name of the LESSOR 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 LESSOR.
36. Mutual Review This agreement has been carefully reviewed by LESSEE and the
LESSOR, therefore this agreement is not to be construed against either party on the basis of
authorship.
IN WITNESS WHEREOF,the parties have caused this lease to be executed this din day
of SGLYI 20/5.
(SE: BOARD OF COUNTY COMMISSIONERS
d'`7' HEAVILIN, CLERK OF MONROE COUNTY,FLORIDA
°, -. Clerk Mayer DWlyKolhage
I 1 MOUNTAIN AIR CARGO,INC.
Wi s, Da
v q
ik\�� z By L' i a 3 �y
Witness, Da[ l.„.4
Title CFO
RO CO EUNAnEY
P VED T F RM
SISTANT UNTY TT RNEY
Date- (�S /S
11
DRUG-FREE WORKPLACE FORM
The undersigned vendor in accordance with Florida Statute 287.087 hereby certifies that:
"MO unta n Q� �a qo
(Name of Business)
I.Publish a statement notifying employees that the unlawful manufacture,distribution,dispensing,possession, or use of a
controlled substance is prohibited in the workplace and specifying the actions that will be taken against employees for
violations of such prohibition.
2. Inform employees about the dangers of drug abuse in the workplace, the business's policy of maintaining a drug-free
workplace,any available drug counseling,rehabilitation, and employee assistance programs,and the penalties that may be
imposed upon employees for drug abuse violations.
3. Give each employee engaged in providing the commodities or contractual services that are under bid a copy of the
statement specified in subsection(I).
4. In the statement specified in subsection(1),notify the employees that,as a condition of working on the commodities or
contractual services that are under bid,the employee will abide by the terms of the statement and will notify the employer
of any conviction of, or plea of guilty or nolo contendere to, any violation of Chapter 893 (Florida Statutes) or of any
controlled substance law of the United States or any state, for a violation occurring in the workplace no later than five(5)
days after such conviction.
5. Impose a sanction on,or require the satisfactory participation in a drug abuse assistance or rehabilitation program if such
is available in the employee's community,or any employee who is so convicted.
6. Make a good faith effort to continue to maintain a drug-free workplace through implementation of this section.
As the person authorized to sign the statement,I certify that this fum complies fully with the above requirements,
CEO
Bidder' Si‘rvi
3ji41
Date
OMB-MCP95
12
LOBBYING AND CONFLICT OF INTEREST CLAUSE
SWORN STATEMENT UNDER ORDINANCE NO.010-1990
MONROE COUNTY,FLORIDA
ETHICS CLAUSE
(1-,le r 5 ( .Siyrtz)h warrants that he/it has not employed, retained
or otherwise had act on his/its behalf any former County officer or employee in violation of
Section 2 of Ordinance No. 10-1990 or any County officer or employee in violation of
Section 3 of Ordinance No. 10-1990. For breach or violation of this provision the County
may, in its discretion,terminate this contract without liability and may also,in its discretion,
deduct from the contract or purchase price,or otherwise recover,the full amount of any fee,
commission,percentage,gift,or consideration paid to the former County officer or employee.
J
- (signature ���
����"" Date: /-3yd3//�f
STATE OF �O1( 141'' �QI/O1MQ
COUNTY OF CaktWba
PERSONALLY APPEARED BEFORE ME,the undersigned authority,
C1AO t Scf i o , , f r O who,after first being sworn by me,affixed his/her
signature (name of individual signing) in the space provided above on this p? 3 day of
C)efetm4nf , 20 .
COTARY PUB C
My commission expires: 02I I'1,I I q
OMB -MCP FORM#4
13
PUBLIC ENTITY CRIME STATEMENT
"A person or affiliate who has been placed on the convicted vendor list following a conviction for
public entity crime may not submit a bid on a contract to provide any goods or services to a public
entity,may not submit a bid on a contract with a public entity for the construction or repair of a public
building or public work, may not submit bids on leases of real property to public entity, may not
be awarded or perform work as a contractor, supplier,subcontractor,or consultant under a contract
with any public entity,and may not transact business with any public entity in excess of the threshold
amount provided in Section 287.017, for CATEGORY TWO for a period of 36 months from the date
of being placed on the convicted vendor list."
I have read the above and state that neitherflounte„, q,r Ca -Lc(Respondent's name)nor
any Affiliate has been placed on the convicted vendor list within thefast 36 months.
(Sig )
�p Date: ld�a3//4f
STATE OF: N.Or alit OAu^G
COUNTY OF: C ‘DU
Subscribe and sworn to(or affirmed)before me on DetD Wib-1 r a 3 Z 0l UI
,^ (date)
by±,1Pv9\ Sic Ginno"+ , PFO (name of affiant). He/She is
personally known to me or has produced '--
(type of identification)
as identification.
IC
My Commission Expires: 9_11_1q
14
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-Effectuation 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 and 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,
a) 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.
b)that the Lessee 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.
c) 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 Florida Keys Marathon
Airport.
15
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.
16
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