Item D17
BOARD OF COUNTY COMMISSIONERS
AGENDA ITEM SUMMARY
MEETING DATE: 9/21/05
DIVIS!ON: COUNTY ADMINISTRATOR
BULK ITEM: YES
DEPARTMENT: AIRPORTS
STAFF CONTACT PERSON: Peter Horton
AGENDA ITEM WORDING: Approval of lease agreement with Federal Express Corporation for operations at the Florida
Keys Marathon Airport.
ITEM BACKGROUND: Lease amendment expired 3/31/05. New lease term~ 4/1105 - 3/31/10~
PREVIOUS RELEVANT BOCe ACTION: Approval of lease amendment 2J19J03.
CONTRACT/AGREEMENT CHANGES: New Agreement
STAFF RECmv1MENDAT!ON: Approval
TOTAL COST: None
BUDGETED: nla
COST TO AIRPORT: None
COST TO PFC: None
COST TO COUNTY: None
SOURCE OF FUNDS: n/a
REVENUE PRODUCING: Yes
AMOUNT PER YEAR: FY 2004 ~ $30,624.00
APPROVED BY:
x
x
Risk Management X
AIRPORT DIRECTOR APPROVAL
~. nl
.~ '
~. ; !
, Peter J. Horton
Included X
Not
ITEM #
Ibev
APB
MONROE COUNTY BOARD OF COUNTY COMMISSIONERS
CONTRACT SUMMARY
Contract #
Contract with: Federal Express
Effective Date: 4/1/05
Expiration Date: 3/31/10
Contract Purpose/Description: Lease agreement for operations at the Florida Keys Marathon Airport
Contract Manager: Sevette Moore
(name)
# 5195
Airports ~ Stop # 5
for sace
CONTRACT COSTS
Tota! Dollar Value Contract: Revenue
Budgeted?
Grant:
County Match:
Estimated Costs: nla
(not included in dollar value above)
For: ~
(eg. maintenance, utilities. janitoriaL salaries, etc.)
Date In
Needed
<ell (
vU'
,
Q,M,8.1Pur
;05
'r/
.';-/"-
, !
~f~
Airports
r>, I'
---
_/-1~
LEASE AGREEMENT
FLORIDA KEYS MARATHON AIRPORT
Federal Express Corporation
THIS CONTRACT OF LEASE is made and entered into on this day
2005, by and betvvecn MONROE COUNTY, a political subdivision of the State of Florida,
hereinafter referred to as "COUNTY" and FEDERAL EXPRESS CORPORATION, hereinafter
referred to as "FEDEX."
WHEREAS, COUNTY OVvTIS an
in Marathon, Monroe Coum,., Florida,
located
property,
FEDEX is engaged
business
transportation of cargo
other
WHEREAS, FEDEX desires to obtain certain rights,
with use the Airport facilities, COUNTY is
FEDEX on a basis, upon the terms and
in connection
and lease same to
now, therefore,
of the premises and of the
other valuable considerations, COUNTY does
FED EX hereby lease from the COtJNTY, certain premises,
connection with and on as follows, to wit:
covenants
grant
agreements herein
unto FED EX, and
and privileges m
L
Premises The COUNTY does hereby to FED EX,
the existing cargo building) presently at
two thousand (2,000) square nine five sixty-rIve (9,565)
unimprm1cd areas around building, as on drawing as Exhibit
hereto a part hereof
FEDEX leases from
measuring
feet of
'-
FEDEX
authorized to
common
all equipment,
Airport
of
alL
on
The term
31,2010,
1,2005, and
rent as
term
to
1) amount of DoHars 10/1 00 Cents
120.10) per month for the area rwo thousand (2,000) square feet, the existing terminal area
plus patios cargo building) for a tOtal Twenty~five Thousand, Four Hundred Forty-one Dollars
and 20/100, Cents ($25,441.20) per annum, plus applicable sales tax, fu~d
2) the amount of Three Hundred Forty-nine Dollars and 81/100 Cents ($349.81)
per month for an area of nine thousand, five hundred sixty-five (9,565) square feet of unimproved land
around the air cargo building, for use for loading, unloading, and parking of automotive vehicles, for a
total of Four Thousand, One Hundred Ninety-seven Dollars and 72/100 Cents ($4,197.72) per a11num,
plus applicable sales tax.
Rental rates are subject to revision each year in accordance with airport sta.'1dard rates and
charges, and in accordance with the percentage change in the Consumer Price Index for all urban
consumers (Cpr~U) for the most recent months available,
Rents for items ] &'1d 2 shall be paid in equal monthly installments, each of which shall be due
and payable on or before first day of each calendar month during which tIlis lease is in effect.
Upon failure of FEDEX to pay any installments when due, COUNTY be entitled to charge
and and FEDEX be obligated to pay, a fee ofrvvo percent of any such amount, if
paid within thirty (30) days of the date and percent of such amount, not paid within
thirty (30) days of the date Such late fees wiH be in addition to the amount of rent due. The
acceptance the COUNTY of the overdue rental installment plus applicable late fees shall cure what
would otherwise constitute a default by FEDEX under terms this lease. The , at
option, however, may refuse a proffered overdue rental installment fees, declare a and
proceed according to paragraph 36 of this lease. In the event that any check, draft or
FEDEX has tendered rent payment is retLL'11ed to and not
honored, for ful1ds or other reason, the COUNTY will entitled to charge and
addition to any applicable late payment fees as provided a fee of Twenty-five Dollars
($25000) for such dishonored Such penalty fee be to the amount
rent due. The acceptance COlJNTY of the rental payment any applicable late and
the of a instmment \'lould otherwise a
default the terms of this lease. The , at its mav refuse any proffered
~ .,.,
rental installment and applicable late fees declare a and proceed to
paragraDh of lease.
- ~"
In addition to
rent as
an amount of
deposit
to
, to
ser.;ices to
event and
to aircraft,
contractual agreements are
accordance 36 of
s
operating expenses
all payments
be terminated
"'!
f ,
existing
to the
cargo measuring two thousa,'1d square and an area of nine
five hundred sixty-five square feet of unimproved land adjacent to the existing
. cargo building), as sho\'vn on Exhibit A~' attached and made a part hereof
terminal
2
FEDEX has the right during the term hereof, at its own expense, at any time from time to time.
to install, maintain, operate, repair and replace any and aU trade fixtures and other Airport 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 FEDEX and may be removed by FEDEX prior to or \vitrun a reasonable
time after expiration of the term of this agreement; provided however, that FEDEX shall repair any
damage to the premises caused by such removal. The failure to remove trade fixtures or other personal
property shall not constitute FEDEX a hold over, but all such property not removed within ten (l0)
days after FEDEX receives a written demand for such removal shaH be deemed abandoned and
thereupon shaH become the sole property of the Airport
FEDEX shaH cause to removed any and all liens any nature arising out of or because of
any construction performed FEDEX or any of its contractors or subcontractors on leased
premises or because of the performance of work or labor or furnishing of materials
for use at said premises, or at direction FEDEX,
FEDEX may only utilize the leased building to provide counter space for members of the
public desirous of FEDEX's cargo and package services and for the operation of a business
engaged in transportation of other property. are to FEDEX
parking, FEDEX shall not or place automotive vehicles in space on premises unless it has
been designated by the COUNTY shaH cooperate FEDEX
designating a number spaces to business
Common Areas
Airport space facilities to
aircraft, subject to reasonable
shall the to use, common
landing, taking off, loading, unloading and servicing
and regulations the as to the use
others,
FED EX's
common
spaces
Right of Ingress and Egress FED EX, agents,
suppliers, and patTOns shall have the right of ingress egress to and from
shall not unreasonably restricted the
customers,
U tiHties
and septic ta:r..k
responsible for payment
services as needed.
servIce, water
H.
not be
not
maintain the
as condition as at
excepted. FEDEX is
slliwrounding
premises being remodeled or
termination
commencement
proper! y
IS also responsible
13,
authorized officers, employees, agents, contractors, subcontractors and
the right !O enter upon the leased for following purposes:
a) to inspect the premises at reasonable
hours (or at any time in case of emergency) to determine whether FEDEX
complying with the terms and conditions of this agreement with respect thereto;
The
regular business
has complied and is
3
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 FEDEX a.'1d, 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 FEDEX, the COlJNTY or third parties, as a result of exercise by the
COUNTY of its rights hereunder, and all damage to such fixed caused thereby, shaH be
borne by the COUNTY.
14. Insurance Requirements
FEDEX will obtain or possess Insurance
provide Certificates ofInsura.nce to the COUNTY to verify such coverage~
and
Commercial General Liability. FEDEX shall
and operations including Contractual, Products,
Personal/Advertising Injury. limits shall not be
$5,000,000 or
If split limits are provided, the minimum
$5,000,000.00 per occurrence~
$500,000 per person,
00,000 Property Damage
The Aggregate shall
at t\vice required occurrence limits.
for all premises
Operations, and
be~
to this agreement or be
Business Automobile LiabiIitv. FEDEX
non~o\VTIed and hired vehicles not
$5,000,000 CSL or its
split limits are provided,
$5,000,000 occurrence
$500,000 person
$100,000 Property
Professional Aviation Liabilitv. FEDEX
$30,000,000.00 CSL, or equivalent.
of not
to
Worker's Compensation. FEDEX
to applicable state statutes.
limits
Emplover's Liabilitv.
of not less
$1,000,000 Bodily Injury by
$1,000,000 Bodily Injury by Disease, policy and
$1,000,000 Bodily Injury Disease, each employee.
s
Pronertv Insurance. FEDEX shall provide coverage for all premises governed
by this agreement with limits no less than the Replacement Cost Value of the leased premises
4
and as a minimum shaH include coverages consistent with the latest version of the Special
Form as filed by the Insurance Services Office (ISO) and shan include as a minimum coverage
for claims arising out of Fire, Sprinkler Leakage, Windstorm, Civil Commotion, Lightning,
Sinkhole Collapse, Smoke, Aircraft and Vehicle Damage, Vandalism, FaHing Objects,
Explosion and Flood"
b) The Monroe Comity Board of County Commissioners will be included as
"Additional Insured" on all policies, except for Worker'.s Compensation.
In addition, the Monroe County Board of County Commissioners shall be named
as on any property insurance placed on the leased facilities,
renewal,
notification is
insurance policies must specify that they are not subject to cancellation, non-
change, or reduction L.'1 coverage unless a minimum thirty (30) days prior
to the COUNTY by the insurer.
d) The acceptance and/or approval ofFEDEX'S insurance shall not be construed'as
relie\ring FEDEX from any liability or obligation assumed under lease or imposed law.
FEDEX shall maintain the required insurance throughout entire term of this
lease and any extensions which may be entered into. COUNTY, at sole option, has Lhe right to
request a copy any and all insurance policies required lease. Failure to comply
this provision be considered a default and the COlJNTY may in accordance
with paragraph 36.
f) Non-Waiver of Immunity. Notwithstanding the proVISIOn of Sec. 768.28,
Florida Statutes, the participation of COUNTY and FEDEX in this the acquisition of
any commercial liability insurance coverage, self-insurance coverage, or local government liability
insurance pool coverage shall not be deemed a of immunity to of liability coverage,
nor shall contract into COUNTY be to contain
deviations from these Insurance Requirements must requested
COUNTY prepared entitled, "Request Waiver Requirements"
by Monroe County Management
Books. Records and Documents
documents directly pertinent to In
accepted principles consistently applied, to this
shall have reasonable and timely access to such
agreement for public records purposes during term of the
foHowing termination of ttris , Finance Director or
other authorized shall have the right to inspect fu"1d FEDEX's books of accounts
and other directly at Florida Airport facility or otherwise
pertaining to this a false its Actual
Revenue Arrivals under hereof a FEDEX of
agreement and the COUNTY may, at its option, declare terminated, FEDEX retains the right
to have its controller or a representative assigned by controller to present. inspection
or audit COUNTY Ten (10) business days notice must given of intent to audit by the
COu'NTY to allow FEDEX's controHer sufficient time to schedule said presence. Nothing contained
within this section attomey/client or attorney work product privilege,
5
16. 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
FEDEX agree that venue wiIllie in the appropriate court or before the appropriate administrative body
in Monroe Countv~ Florida.
.; ,
The COlJNY and FEDEX agree that, in the event of conflicting interpretations of the terms or a
tenu of this agreement by or between <h'1Y of them the issue shaH be submitted to mediation prior to the
institution of other administrative or legal proceeding.
17. Severability If &'1y term, covenant, condition or provision of this agreement (or the
application thereof to any circtL.'TIstance or person) shall be declared invalid or unenforceable to any
extent a COtL.'t of competent jurisdiction, the remaining terms, covenants, conditions and provisions
of this agreement, shall not be affected thereby; and each remaining covenant, condition and
provision of this agreement shall be valid and shall be enforceable to fullest extent permitted
law unless enforcement of the remaining tenus, covenants, conditions and provisions of this
agreement would prevent the accomplishment of the original intent agreement. COUNTY
and FEDEX afITee to reform the agreement to reolace stricken a valid orovision that
"!",.> q".- -- ..2-
comes as close as possible to the iment of the stricken provision~
Attornev's Fees and Costs Tne COUNTY FEDEX agree that in the event
any cause of action or administrative is initiated or defended by party 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 , and shall attorney's court costs, . and out-of~pocket
expenses appellate proceedings" Mediation proceedings initiated and conducted pursuant to
agreement be in accordance \vith the Florida of Procedure and usual customary
procedures the Circuit Court of
Binding Effect terms,
agreement shall bind and inure to benefit of
representatives, and assigns.
20. Aufboritv
delivery perfurmance this
corporate action, as required law.
COUNTY
21, Claims for Federal or State Aid The
empowered to apply for, seek, and
that applications, requests,
by each prior to submission.
each
the purpose
solicitations
22. Adjudication of Disnutes or Disagreements FEDEX
that all disputes and disagreements shall be attempted to be meet and confer sessions
between representatives of each the If no resolution can agreed upon \\'lthin thirty (30)
days after the first meet and confer session, the issue or issues 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 slich relief or remedy as may be
provided by this agreement by Florida law.
6
23. 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 FEDEX 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 t.ills agreement The COlJNTY and FEDEX specifically
agree that no party to this agreement shalf 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 reason of such
partici patlon.
Nondiscrimination The COtJNTY FEDEX 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 FEDEX has discriminated against a.."'1y person, this agreement
automatically terminates withom any further action on the part of party, effective the date of the
Court order. The eOlJNTY or FEDEX agree to comply with aU 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 discrimination on the basis
race, color or national origin; 2) Title of the Education Amendment of 1 as amended (20 use
55. 1681~1683, and 1685 -1686), which prohibits discrimination on the basis of sex; 3) Section 504 of
the Rehabilitation Act 1973, as amended (20 s. prohibits discrimination on the
basis of handicaps; The Age Discrimination Act of 1975; as amended use 5S. 6101 07)
prohibits discrimination on the basis of age; 5) The Abuse and Treatment Act of
1972 (PL as amended, relating to nondiscrimination on the basis drug abuse; 6)
Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970
(PL 91 ~616), as amended, to nondiscrimination on the basis of abuse or alcoholism; 7)
The Public Health Service Act 1912, 55, 523 and 527 (42 use 55, 290ee-3), as
amended, relating to confidentiality of alcohol and drug abuse patent 8) VIII of
Rights of 1968 USC s, et as amended, relating to nondiscrimination in sale, or
financing of housing; 9) The Americans with Disabilities Act of 1990 s. 1 Note), as may
be amended from time to time, relating to nondiscrimination of 10) Sees. 101, et
seq~, Monroe eOlli'1ty Code, relating to discrimination based on race, color, religion, disability,
origin, ancestry, sexual orientation, gender identify or stams or age; 11)
nondiscrimination provisions Federal or state statutes apply to the
subject matter of, agreement
'JC;:
"w~<=
Covenant of No Interest Tne
interest, and not acquire
performance under this agreement,
as recited this agreement
manner or
is to perform
26, Code of Ethics The
recognize and will be to
as in Section 112.31
solicitation or acceptance of gifts; doing
misuse of public position, conflicting employment or
certain information.
and
officers
not limited to
compensation;
disclosure or use
2i, Public Access The COlJNTY and FEDEX shall allow permit reasonable
access to, and inspection of, all documents, papers, letters or other materials in its possession or under
7
its control subject to the provisions of Chapter 119, Florida Statutes, and made or received by the
COUNTY and FEDEX in conjunction with this agreement; and the COUNTY shaH have the right to
unilaterally cancel this agreement upon violation of this provision by FEDEX. Nothing contained
within this section waives attorney/client or attorney work product privilege,
28. Non~ W River of Immunity. Notwithstanding the provisions of Sec. 286.28, Florida
Statues, the participation of the COUNTY and FEDEX in this agreement and the acquisition of any
commercial liability insurance coverage, self-insurance. coverage, or local government insurance pool
coverage shaH 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.
29, PrivHe~es and Immunities All of the privileges and immunities from liability,
exemptions from laws, ordinances, and rules and pensions and disability, workers'
compensation, and other benefits which apply to the activity of officers, agents, or employees of any
public agents or employees of the COIJNTY, when performing their respective functions under
agreement within the territorial limits of the COIJNTY shall apply to the Sfu"'TIe degree extent to the
performance of such functions and duties of such officers, agents, volunteers, or employees outside the
territorial limits of the COUNTY
30, Legal Obligations and Responsibilities Non-Delegation Constitutional or
Statutory Duties. This agreem.ent is not intended to. nor shall it be construed anv
particip~ting entity from ~y obligation or responsibilitY imposed upon by law except to th~
extent of and timely performance thereof by participating which case
performance may be offered in satisfaction the obligation or responsibility, this agreement
is not intended to, nor shall it be construed authorizing the delegation of constitutional or
statutory duties of the COul~TY, to the extent pennirted Florida Constitution, State
Statute, case
Non~ReHance bv Non-Parties No or entitled to upon
the terms, or any of them, of this agreement to enforce or attempt to Lhird-party claim or
to or benefit service or program contemplated t..he
FEDEX neither the COUNTY nor FEDEX or officer, or employee either shall
authority to counsel, or othenvise that individual or group
entity or entities, or benefits separate and apart7
or to the community or for
Attestations
require, to include a
StatemenL
No Personal Liabilitv
a covenant or agreement of
no
be on agreement or be
of the execution of this agreement.
covenant or
member, officer,
, officer, agent or
ect to personal
reason
Execution in Counterparts This agreement any number of
counterparts, each of which shall be regarded as an original, all of taken together shaH constitute
one and the same instmment and any of the parties hereto may execute this agreement by signing any
such counterpart
8
35. 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.
36. Default Unless the ~OlJNTY has accepted a rental installment after it has
become due together with any applicable late payments and penalties, the failure to pay rental
installments "vhen due shall constitute a default under the tenns of this lease~ The failure to pay any
other charges or fees when due tLfJ.der this lease shall constitute a default Further, the failure of
FEDEX to perform any other of the covenants of this lease, which failure shall continue for a period of
fifteen (15) 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 FEDEX
in writing by the COUNTY, shall also constitute a default under the terms of this lease" In the event of
a default, COtJNTY may, at its option, declare the lease forfeited and may immediately fe-enter
and take possession of the leased premises and this lease shaH terminate. If it shall be necessary to
emptoy the sen'lces of an attorney in order to enforce its right under this paragraph, or to coHect any 'of
its rentals, fees, or charges COlJNTY shall be entitled to reasonable attorney's
37. Cancellation of Lease The may this agreement by giving
FEDEX sixty (60) days adV3...11Ced vvritten notice upon the happening of anyone the following
events: the appointment of a receiver of FEDEX's assets; the divesting FEDEX's leasehold estate
by other operation of law; the abandonment by FEDEX of its air cargo transportation business at the
Airport for a period of ' days. By the of the sixty (60) day period, FEDEX shall
have vacated the premises and the COlJNTY may immediately re-enter take possession of the
same. If it is necessary to emplov the services of an attorney in order to the COu'NTY's rights
under paragraph, the CO-L'NTY shall be entitled to reas~nable fees. ~
38. FAA Requirements The parties shall comply with
which are listed C, attached hereto a hereof.
Required
AIRPORT SECURITY
a.
The Transportation Security
overseeing the securitv measures utilized by
~ "'
provisions of Chapter 49, United States regulations
including but not to 1540, et
severe civil assessed
operator that
operator as a result
of
an airport tenant or
tenant.
relevant
Code,
may
'"
of
upon the
agents,
aIrport
or
Tenant
An airport tenant means
an
. The term includes an airport tenant as
than the airport operator, is 3...fJ.
conduct business on airport
1540S signatory to
e, Airport Operator
, Florida, its elected
used in
appointed officers,
agreement,
its employees.
operator means Monroe
9
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
f. 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, the Airport Security Program promulgated by the airport
operator approved by TSA, and also agrees to conform its' operations business activities to the
requirements Airport Security Program,
,
g. Tenant Security Program. If permitted under regulations, ten:L'1t may
voluntarily undertake to maintain an Airport Tenant Security Progra.'11 as referred to in 49 CFR
1542.1 I If the airport tenant promulgates an Airport Tenant Security Program that is
approved TSA, such program, as may be amended and approved time to time, shall be
automatically incorporated agreement.
h. Breacb of Agreement Should TSA determine that the airport tenant or one or more of
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 imposing a civil penalty against
the airport operator accordance TSA' s Enforcement Sanction Guidance Policy, such
determination and imposition of a civil penalty by shaH be considered a significant breach of this
agreement.
If the violation is first or second attributed to the airport
tenant and IS a penalty "minimum violation" as provided for s Enforcement Sanction
Guidance Policy, t,he 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, investigating, defending,
mitigating, compromising, or taking measures as be to by to include but
not to fees costs incurred investigation, defense,
compromising, mitigation, or taking of action measures. If t.1.re is a Hurd violation, or
there are violations excess of rvvo is or are a "minimum
violation," airport tenant pay to the airport operator the costs the airport
including fines or penalties imposed, in investigating, compromising,
mitigating, or taking of measures as agreed to to not limited
to and costs incurred in defense,
mitigation, or shall the right
to unilaterally cancel agreement, such thirty (30) calendar days after
receIpt tenant of operator.
the is first at second attributed to airport
tenant violation" as provided Enforcement Sanction
Guidance Policy, the airport tenant cure the breach by paying to 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,
10
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 acivil penalty "moderate violation,"
the airport tenant shall pay to the airpol}' 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 the airport
tenant of written notice of cancellation of this agreement the airport
(3) Maximum Violation. If the violation is first violation attributed to the airport tenant
and is a civil penalty "maximum violation" as provided for TSA's Enforcement Sanction Guida.l1pe
Policy, the airport tenant may cure the breach by paying to the airport operator t,~e costs incurred
by the airport operator, including any fines and penalties imposed, in investigating, defending,
compromising, mitigating, or of remedial measures as may agreed to by to include but
not be to reasonable attorney's fees and costs incurred in the investigation, defense,
compromising, mitigation, or taking of action measures; and, further, airport tenant
cause of airport tenant's employees involved the airport tenant's operations on the
airport property to such security training as may required the airport operator. rue total
cost of the training shaH paid for the airport tena.flt the violation is a second violation, or there
are multiple violations, 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, induding any fines or penalties
imposed, in defending, compromising, mitigating, or taking remedial measures as
may be agreed to by TSA, to include but not be limited to reasonable attorney's fees lliid costs incurred
in the investigation, defense, compromising, mitigation, or taking of remedial measures;
ftlrther, the airport shaH have the to agreement, such cancellation
to be effective thirty calendar days after receipt airport tenant of notice of
clli'1cellation of this agreement by the airport operator.
of a of forgoing when
to TSA, prompt
the same or similar not recur, This is as the TSA
Voluntary Policy, and is designed to encourage compliance regulations,
foster secure practices, and encourage development evaluation The airport
tenant detecting a violation the airport tena.'1t it to the airport
operator. Should the TSA determine that the violation was committed airport
or an agent, or licensee of tenant, the should in the
of in lieu a penalty, then the airport tenant reimburse the
costs incurred by the airport operator in mitigating,
or measures as be to TSA, to to reasonable
costs the defense:, of
measures. violation resulting in the issuance a letter of considered to be a
breach of this by the airport tenant.
(5) Subsection, This subsection
agreement, and shall be in fun force and effect
cancellation or termination of this
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40. Hold Harmless; Indemnification~ Defense: Release: Survival. Nonvithstanding any
minimum insurance requirements prescribed elsewhere in this agreement, FEDEX 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, da.'11age, fine, penalty or business interruption, and (Hi) 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 \'vim a violation of any federal law or regulation,
attorneys' fees and costs, court costs, fines and penalties) that may be asserted against, initiated wit"'I
respect to, or sustained by, any indemnified party by reason of, or in connection ,",vith, (A) any activity
of FEDEX 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 FEDEX or any of its employees, agents,
contractors or other invitees, or (C) FED EX's default in respect of any of the obligations that it
undertakes under the terms of this lease, except to the extent 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 FEDEX). 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 slli"Vive the expiration of the
term of this lease or any earlier termination of this lease.
IN \VITNESS WHEREOF, the parties have caused this lease to executed this day
of
(SEAL)
ATTEST:
KOLHAGE, CLERK
BOARD OF COUNTY COMI\USSIONERS
OF COUNTY~ FLORIDA
Deputy Clerk
By
Mayor/Chairman
J I
\~ .Ai' (I I
....~.,AlpL !:-?~nLd-~,
'-.../ . Witness
bJRO,E. cou~/' Arr.l.)RNEY ()
ApPJ)OVEQlA 1,:yp.jORM: A
Cti!ic' ( ;r t~<.. f ~ (!- .. !
P DO
!STANT CbtiNTY ATTORNEY
/
~
"
Approved
lega i Department
--/-
{~. ! - -- i / ,-, r ,- i, .;.-Ie
\ -i .J. '" I~ :"".~______ \--",:...j( .f~-J
12
(DeT Rev. 7/2812005)
13