Item C18M
C ounty of f Monroe
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BOARD OF COUNTY COMMISSIONERS
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Mayor George Neugent, District 2
The Florida. Ke Se
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Mayor Pro Tern David Rice, District 4
Danny L. Kolhage, District I
Heather Carruthers, District 3
Sylvia J. Murphy, District 5
County Commission Meeting
July 19, 2017
Agenda Item Number: C.18
Agenda Item Summary #3171
BULK ITEM: Yes DEPARTMENT: Airports
TIME APPROXIMATE: STAFF CONTACT: Donald DeGraw (305) 809 -5200
none
AGENDA ITEM WORDING: Approval of a five (5) year Agreement with Volaire Aviation, Inc.
for Air Service Development Consultant Services for both Monroe County Airports.
ITEM BACKGROUND:
A Request for Qualifications was advertised in July, 2016 seeking sealed responses for Airport
Consultant Services. For the Air Service Development Consulting category, the Selection
Committee met in a publicly- noticed meeting on October 17, 2016 to evaluate and rank the
respondents and the top- ranked firm was Sixel Consulting Group, Inc.; however, shortly thereafter
Sixel's proposal became invalid and on January, 18, 2017 the BOCC authorized staff to re- advertise
the RFQ.
A Request for Qualifications was re- advertised in March, 2017, and responses were opened on April
4, 2017, with two firms responding, Team Insight and Associates, LLC and Volaire Aviation, Inc.
The Selection Committee met in a publicly- noticed meeting on May 1, 2017 to evaluate and rank the
respondents and the top- ranked firm was Volaire Aviation, Inc.
PREVIOUS RELEVANT BOCC ACTION:
On January 20, 2016, the BOCC granted approval to advertise a Request for Qualifications for
Airport Consultant Services. On January 18, 2017, the BOCC granted approval to re- advertise a
Request for Qualifications for Air Service Development Consultant Services. On June 21, 2017, the
BOCC approved the negotiation of fees, pursuant to the Consultants Competitive Negotiation Act,
with the top ranked respondent Volaire Aviation
CONTRACT /AGREEMENT CHANGES:
new
STAFF RECOMMENDATION: Approval.
DOCUMENTATION:
Volaire Aviation
FINANCIAL IMPACT:
Effective Date: 08/01/2017
Expiration Date: 07/31/2022
Total Dollar Value of Contract:
Total Cost to County:
Current Year Portion:
Budgeted: Yes
Source of Funds:
CPI:
Indirect Costs:
Estimated Ongoing Costs Not Included in above dollar amounts:
Revenue Producing: No
Grant:
County Match:
Insurance Required:
Additional Details:
If yes, amount:
REVIEWED BY:
Donald DeGraw
Completed
06/30/2017 12:55 PM
Pedro Mercado
Completed
06/30/2017 2:00 PM
Budget and Finance
Completed
06/30/2017 3:58 PM
Maria Slavik
Completed
07/01/2017 7:46 PM
Kathy Peters
Completed
07/03/2017 1:40 PM
Board of County Commissioners
Pending
07/19/2017 9:00 AM
MASTER AGREEMENT FOR
PROFESSIONAL SERVICES
THIS AGREEMENT, made and executed as of the of , 2017, by and
between Volaire Aviation, Inc., with a place of business at 8500 E. 116 Street, Suite 728,
Fishers, Indiana 46038 (hereinafter called "Consultant ") and MONROE COUNTY, a political
subdivision of the State of Florida, represented by its Board of County Commissioners
(hereinafter called "County "), collectively referred to herein as "Parties ", provides as follows:
1. THE CONTRACT
The contract between the County and the Consultant, of which this agreement is a part, consists
of the contract documents, which are as follows: This agreement and any amendments executed
by the parties hereafter, together with the response to RFQ and all required insurance
documentation. In the event of a discrepancy between the documents, precedence shall be
determined by the order of the documents as just listed.
2. SCOPE OF THE WORK
The Consultant shall provide the following Air Service Development consulting services for the
County:
• Provide general consulting services
• Provide representation for the airport in airline meetings
• Analyze passenger traffic, revenue and average fare data
• Prepare marketing and business reports.
• Contact targeted airlines at airport request
• Assist in negotiations with carriers for air service.
• Conduct community presentations upon request.
The Consultant warrants that it is authorized by law to engage in the performance of the
activities herein described, subject to the terms and conditions set forth in these contract
documents. The Consultant shall at all times exercise independent, professional judgment and
shall assume professional responsibility for the services to be provided. Consultant shall provide
services using the following standards, as a minimum requirement:
A. The Consultant shall maintain adequate staffing levels to provide the services
required under the agreement resulting from this RFQ process.
B. The personnel shall not be employees of or have any contractual relationship with
the County. To the extent that Consultant uses subcontractors or independent contractors;
this agreement specifically requires that the level of independence normally exercised by
such subcontractors and independent contractors be curtailed and that they be supervised
by the Consultant.
C. All personnel engaged in performing services under this contract shall be fully
qualified, and, if required, to be authorized or permitted under State and local law to
perform such services.
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3. PAYMENTS TO THE CONSULTANT
The contractor shall submit to the County an invoice with supporting documentation acceptable
to the Clerk in accordance with the billing and expense rates contained within Exhibit A.
Acceptability to the Clerk is based on generally accepted accounting principles and such laws,
rules and regulations as may govern the Clerk's disbursal of funds.
4. TERM OF CONTRACT
The term of this contract is for five (5) years, commencing on the 1st day of August, 2017, and
ending on the 31 st day of July, 2022.
5. CONSULTANT'S ACCEPTANCE OF CONDITIONS
A. The Consultant hereby agrees that he has fully acquainted himself with both the Key
West International Airport and Florida Keys Marathon International Airport for which he
shall provide services and has made investigations to fully satisfy himself that such site(s)
is (are) correct and suitable for this work and he assumes full responsibility therefor. The
provisions of the Agreement shall control any inconsistent provisions contained in the
specifications. All specifications have been read and carefully considered by the
Consultant, who understands the same and agrees to their sufficiency for the work to be
done. Under no circumstances, conditions, or situations shall this Agreement be more
strongly construed against the County than against the Consultant.
B. Any ambiguity or uncertainty in the specifications shall be interpreted and construed by
the County, and its decision shall be final and binding upon all parties.
C. The passing, approval, and /or acceptance by the County of any of the services furnished
by the Consultant shall not operate as a waiver by the County of strict compliance with
the terms of this Agreement, and specifications covering the services. Failure on the part
of the Consultant, immediately after Notice to Correct shall entitle the County, if it sees
fit, to correct the same and recover the reasonable cost of such replacement and /or repair
from the Consultant, who in any event shall be jointly and severally liable to the County
for all damage, loss, and expense caused to the County by reason of the Consultant's
breach of this Agreement and /or his failure to comply strictly and in all things with this
Agreement and with the specifications.
D. The Consultant agrees that the County Administrator may designate representatives to
visit the Consultant's facility(ies) periodically to conduct random open file evaluations
during the Consultant's normal business hours.
E. The Consultant has, and shall maintain throughout the term of this agreement, appropriate
licenses and approvals required to conduct its business, and that it will at all times
conduct its business activities in a reputable manner. Proof of such licenses and
approvals shall be submitted to the County upon request.
6. CONSULTANT'S BOOKS, RECORDS AND DOCUMENTS
Consultant shall maintain all books, records, and documents directly pertinent to performance
under this Agreement in accordance with generally accepted accounting principles consistently
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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. If an auditor employed by the County or Clerk of Courts determines that monies
paid to Consultant pursuant to this Agreement were spent for purposes not authorized by this
Agreement, the Consultant shall repay the monies together with interest calculated pursuant to
Sec. 55.03, FS, running from the date the monies were paid to Consultant.
7. PUBLIC ACCESS
Public Records Compliance. Consultant must comply with Florida public records laws,
including but not limited to Chapter 119, Florida Statutes and Section 24 of article I of the
Constitution of Florida. The County and Consultant shall allow and permit reasonable access to,
and inspection of, all documents, records, papers, letters or other "public record" 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 Consultant in conjunction with this contract and related to
contract performance. The County shall have the right to unilaterally cancel this contract upon
violation of this provision by the Consultant. Failure of the Consultant to abide by the terms of
this provision shall be deemed a material breach of this contract and the County may enforce the
terms of this provision in the form of a court proceeding and shall, as a prevailing party, be
entitled to reimbursement of all attorney's fees and costs associated with that proceeding. This
provision shall survive any termination or expiration of the contract.
The Consultant is encouraged to consult with its advisors about Florida Public Records
Law in order to comply with this provision. Pursuant to F.S. 119.0701 and the terms and
conditions of this contract, the Contractor is required to:
(1) Keep and maintain public records that would be required by the County to perform
the service.
(2) Upon receipt from the County's custodian of records, provide the County with a copy
of the requested records or allow the records to be inspected or copied within a reasonable time
at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law.
(3) Ensure that public records that are exempt or confidential and exempt from public
records disclosure requirements are not disclosed except as authorized by law for the duration of
the contract term and following completion of the contract if the contractor does not transfer the
records to the County.
(4) Upon completion of the contract, transfer, at no cost, to the County all public records
in possession of the Contractor or keep and maintain public records that would be required by the
County to perform the service. If the Contractor transfers all public records to the County upon
completion of the contract, the Contractor shall destroy any duplicate public records that are
exempt or confidential and exempt from public records disclosure requirements. If the
Contractor keeps and maintains public records upon completion of the contract, the Contractor
shall meet all applicable requirements for retaining public records. All records stored
electronically must be provided to the County, upon request from the County's custodian of
records, in a format that is compatible with the information technology systems of the County.
(5) A request to inspect or copy public records relating to a County contract must be
made directly to the County, but if the County does not possess the requested records, the County
shall immediately notify the Contractor of the request, and the Contractor must provide the
records to the County or allow the records to be inspected or copied within a reasonable time.
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IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF
CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE
PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF
PUBLIC RECORDS, BRIAN BRADLEY, AT (305) 292 -3470
8. HOLD HARMLESS AND INSURANCE
Indemnification/Hold Harmless. Notwithstanding any minimum insurance requirements
prescribed elsewhere in this agreement, Consultant shall defend, indemnify and hold the County
and the County's elected and appointed officers and employees harmless from and against (i) any
claims, actions or causes of action, (ii) any litigation, administrative proceedings, appellate
proceedings, or other proceedings relating to any type of injury (including death), loss, damage,
fine, penalty or business interruption, and (iii) any costs or expenses (including, without
limitation, costs of remediation and costs of additional security measures that the Federal
Aviation Administration, the Transportation Security Administration or any other governmental
agency requires by reason of, or in connection with a violation of any federal law or regulation,
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 Consultant or any of its employees, agents, contractors or other invitees on the
Airport during the term of this Agreement, (B) the negligence or willful misconduct of
Consultant or any of its employees, agents, contractors or other invitees, or (C) Consultant's
default in respect of any of the obligations that it undertakes under the terms of this Agreement,
except to the extent the claims, actions, causes of action, litigation, proceedings, costs or
expenses arise from the intentional or sole negligent acts or omissions of the County or any of its
employees, agents, contractors or invitees (other than Consultant). 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 Agreement, this section will survive the expiration of the term of
this Agreement or any earlier termination of this Agreement.
The extent of liability is in no way limited to, reduced, or lessened by the insurance requirements
contained elsewhere within this agreement.
Prior to execution of this agreement, the consultant shall furnish the County Certificates of
Insurance indicating the minimum coverage limitations as set forth in Section 5, and all other
requirements found to be in the best interest of Monroe County as may be imposed by the
Monroe County Risk Management Department.
9. INSURANCE
As a pre- requisite of the work governed, or the goods supplied under this Agreement (including
the pre- staging of personnel and material), the Consultant shall obtain, at his own expense,
insurance as specified in Exhibit B, which are made part of this Agreement. The Consultant will
ensure that the insurance obtained will extend protection to all Contractors and subcontractors
engaged by the Consultant. As an alternative, the Consultant may require all Contractors and
Subcontractors to obtain insurance consistent with the attached schedules.
The Consultant will not be permitted to commence work governed by this Agreement (including
pre- staging of personnel and material) until satisfactory evidence of the required insurance has
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been furnished to the County as specified below. Delays in the commencement of work, resulting
from the failure of the Consultant to provide satisfactory evidence of the required insurance, shall
not extend any specified deadlines and any penalties and failure to perform assessments shall be
imposed as if the work commenced on the specified date and time, except for the Consultant's
failure to provide satisfactory evidence.
The Consultant shall maintain the required insurance throughout the entire term of this contract
and any extensions specified in the attached schedules. Failure to comply with this provision may
result in the immediate suspension of all work until the required insurance has been reinstated or
replaced. Delays in the completion of work resulting from the failure of the Consultant to
maintain the required insurance shall not extend any specified deadlines and any penalties and
failure to perform assessments shall be imposed as if the work had not been suspended, except for
the Consultant's failure to maintain the required insurance.
The Consultant shall provide, to the County, as satisfactory evidence of the required insurance, a
Certificate of Insurance.
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. The acceptance and /or approval of the Consultant's insurance shall
not be construed as relieving the Consultant from any liability or obligation assumed under this
Agreement or imposed by law.
The Monroe County Board of County Commissioners, its employees and officials will be
included as Additional Insured on all policies, except for Workers' Compensation and
Professional Liability.
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 approved by
Monroe County Risk Management.
10. INDEPENDENT CONTRACTOR
At all times and for all purposes under this agreement the Consultant is an independent
contractor and not an employee of the Board of County Commissioners of Monroe County. No
statement contained in this agreement shall be construed so as to find the Consultant or any of
his employees, contractors, servants, or agents to be employees of the Board of County
Commissioners of Monroe County.
11. NONDISCRIMINATION
Consultant agrees that there will be no discrimination against any person, and it is expressly
understood that upon a determination by a court of competent jurisdiction that discrimination has
occurred, this Agreement automatically terminates without any further action on the part of any
party, effective the date of the court order. Consultant 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
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discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended
(20 USC s. 794), which prohibits discrimination on the basis of handicaps; 4) The Age
Discrimination Act of 1975, as amended (42 USC ss. 6101- 6107) which prohibits discrimination
on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (PL 92 -255), as
amended, relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive
Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91-
616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7)
The Public Health Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd -3 and 290ee -3), as
amended, relating to confidentiality of alcohol and drug abuse patient records; 8) Title VIII of
the Civil Rights Act of 1968 (42 USC s. et seq.), as amended, relating to nondiscrimination in the
sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC s.
1201 Note), as maybe amended from time to time, relating to nondiscrimination on the basis of
disability; 10) Any other nondiscrimination provisions in any Federal or state statutes which
may apply to the parties to, or the subject matter of, this Agreement.
12.
ASSIGNMENT /SUBCONTRACT
The Consultant shall not assign or subcontract its obligations in their entirety under this
agreement, except in writing and with the prior written approval of the Board of County
Commissioners of Monroe County, which approval shall be subject to such conditions and
provisions as the Board may deem necessary. This paragraph shall be incorporated by reference
into any assignment or subcontract and any assignee or subcontractor shall comply with all of the
provisions of this agreement. Unless expressly provided for therein, such approval shall in no
manner or event be deemed to impose any additional obligation upon the board. The prohibition
against assignment or subcontracting shall not apply in those instances where the Consultant
contracts a sub - consultant to perform a portion of the Consultant's obligations under the terms of
the agreement.
13. COMPLIANCE WITH LAW
In providing all services /goods pursuant to this agreement, the Consultant shall abide by all
statutes, ordinances, rules and regulations pertaining to, or regulating the provisions of, such
services, including those now in effect and hereinafter adopted. Any violation of said statutes,
ordinances, rules and regulations shall constitute a material breach of this agreement and shall
entitle the Board to terminate this contract immediately upon delivery of written notice of
termination to the contractor. The consultant shall possess proper licenses to perform work in
accordance with these specifications throughout the term of this agreement.
14. DISCLOSURE AND CONFLICT OF INTEREST
The Consultant represents that it, its directors, principals and employees, presently have no
interest and shall acquire no interest, either direct or indirect, which would conflict in any
manner with the performance of services required by this Agreement, as provided in Sect.
112.311, et. seq., Florida Statutes. 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.
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The County and Consultant warrant that, in respect to itself, it has neither employed nor retained
any company or person, other than a bona fide employee working solely for it, to solicit or
secure this Agreement and that it has not paid or agreed to pay any person, company,
corporation, individual, or firm, other than a bona fide employee working solely for it, any fee,
commission, percentage, gift, or other consideration contingent upon or resulting from the award
or making of this Agreement. For the breach or violation of the provision, the Consultant agrees
that the County shall have the right to terminate this Agreement without liability and, at its
discretion, to offset from monies owed, or otherwise recover, the full amount of such fee,
commission, percentage, gift, or consideration.
15. NO PLEDGE OF CREDIT
The Consultant shall not pledge the County's credit or make it a guarantor of payment or surety
for any contract, debt, obligation, judgment, lien, or any form of indebtedness. The Consultant
further warrants and represents that it has no obligation or indebtedness that would impair its
ability to fulfill the terms of this contract.
16. NOTICE REQUIREMENT
Any notice required or permitted under this agreement shall be in writing and hand delivered or
mailed, postage prepaid, to the other party by certified mail, returned receipt requested, to the
following:
FOR COUNTY
County Administrator
1100 Simonton Street
Key West, FL 33040
and County Attorney
PO Box 1026
Key West, Fl. 33041 -1026
FOR CONSULTANT:
Michael Lum
Volaire Aviation, Inc.
8500 E. 116 Street, Suite 728
Fishers, Indiana 46038
17. TAXES
The County is exempt from payment of Florida State Sales and Use taxes. The Consultant shall
not be exempted by virtue of the County's exemption from paying sales tax to its suppliers for
materials used to fulfill its obligations under this contract, nor is the Consultant authorized to use
the County's Tax Exemption Number in securing such materials. The Consultant shall be
responsible for any and all taxes, or payments of withholding, related to services rendered under
this agreement.
18. TERMINATION
A. The County may terminate this Agreement for cause with fifteen (15) days' notice to the
Consultant. Cause shall constitute a breach of the obligations of the Consultant to perform the
services enumerated as the Consultant's obligations under this contract.
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B. Either of the parties hereto may terminate this contract without cause by giving the other
party thirty (30) days written notice of its intention to do so.
19. GOVERNING LAW. VENUE_ INTERPRETATION_ COSTS. AND FEES
A. 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.
B. In the event that any cause of action or administrative proceeding is instituted for
the enforcement or interpretation of this Agreement, the County and Contractor agree that
venue will lie in the appropriate court or before the appropriate administrative body in Monroe
County, Florida.
C. The County and Consultant 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.
D. 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 Consultant 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.
E. Attorney's Fees and Costs. The County and Consultant agree that in the event
any cause of action or administrative proceeding is initiated or defended by any party relative to
the enforcement or interpretation of this Agreement, the prevailing party shall be entitled to
reasonable attorney's fees, court costs, investigative, and out -of- pocket expenses, as an award
against the non - prevailing party, and shall include attorney's fees, courts costs, investigative, and
out -of- pocket expenses in appellate proceedings. Mediation proceedings initiated and conducted
pursuant to this Agreement shall be in accordance with the Florida Rules of Civil Procedure and
usual and customary procedures required by the circuit court of Monroe County.
F. Adjudication of Disputes or Disagreements. County and Consultant agree that all
disputes and disagreements shall be attempted to be resolved by meet and confer sessions
between representatives of each of the parties. If no resolution can be agreed upon within 30
days after the first meet and confer session, the issue or issues shall be discussed at a public
meeting of the Board of County Commissioners. If the issue or issues are still not resolved to the
satisfaction of the parties, then any party shall have the right to seek such relief or remedy as
may be provided by this Agreement or by Florida law.
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G. 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, County and Consultant 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. County and Consultant
specifically agree that no party to this Agreement shall be required to enter into any arbitration
proceedings related to this Agreement.
20. BINDING EFFECT
The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to the
benefit of the County and Consultant and their respective legal representatives, successors, and
assigns.
21. 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.
22. CLAIMS FOR FEDERAL OR STATE AID
Consultant and County 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 submitted by the Consultant shall be
approved by the County prior to submission.
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 the Consultant agree that neither the
County nor the Consultant or any agent, officer, or employee of either shall have the authority to
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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
Consultant 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 HEADINGS
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. COVENANT OF NO INTEREST
County and Consultant 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 that only interest of each is to perform and receive benefits as recited in this
Agreement.
31. CODE OF ETHICS
County agrees that officers and employees of the County recognize and will be required to
comply with the standards of conduct for public officers and employees as delineated in Section
112.313, Florida Statutes, regarding, but not limited to, solicitation or acceptance of gifts; doing
business with one's agency; unauthorized compensation; misuse of public position, conflicting
employment or contractual relationship; and disclosure or use of certain information.
32. NO SOLICITATION/PAYMENT
The County and Consultant warrant that, in respect to itself, it has neither employed nor retained
any company or person, other than a bona fide employee working solely for it, to solicit or
secure this Agreement and that it has not paid or agreed to pay any person, company,
corporation, individual, or firm, other than a bona fide employee working solely for it, any fee,
commission, percentage, gift, or other consideration contingent upon or resulting from the award
or making of this Agreement. For the breach or violation of the provision, the Consultant agrees
that the County shall have the right to terminate this Agreement without liability and, at its
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discretion, to offset from monies owed, or otherwise recover, the full amount of such fee,
commission, percentage, gift, or consideration.
33. NON - WAIVER OF IMMUNITY
Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the participation of the County
and the Consultant 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.
34. FEDERAL, STATE AND LOCAL LAW
The Consultant shall comply with all federal, state, county and local laws, ordinances, rules and
regulations now and hereafter in force which may be applicable to the operation of its business at
the airport, including the minimum standards for fixed base operators, as amended from time to
time.
35. AIRPORT SECURITY REQUIREMENTS
a. General. The federal Transportation Security Administration is the federal agency
primarily responsible for overseeing the security measures utilized by the airport owner pursuant
to the relevant provisions of Chapter 49, United States Code, and regulations adopted under the
authority of the Code, including but not limited to 49 CFR 1540, et seq. Violations of the statutes
or regulations may result in severe civil monetary penalties being assessed against the airport
operator. It is the intent of the airport operator that the burdens and consequences of any security
violations imposed upon the airport operator as a result of actions by an airport tenant or the
airport tenant's employees, agents, invitees, or licensees shall be borne by the airport tenant.
b. Airport Tenant Defined. An airport tenant means any person, entity, organization,
partnership, corporation, or other legal association that has an agreement with the airport
operator to conduct business on airport property. The term also includes an airport tenant as
defined in 49 CFR 1540.5. Each signatory to this Agreement, other than the airport operator, is
an airport tenant.
c. Airport Operator Defined. As used in this Agreement, airport operator means
Monroe County, Florida, its elected and appointed officers, and its employees.
d. Airport Property Defined. Airport property shall mean the property owned or leased
by, or being lawfully used by, the airport operator for civil aviation and airport- related purposes.
For purposes of this Agreement, airport property is the property generally referred to as the Key
West Airport, the Marathon Airport, or both as may be set forth in this Agreement.
e. Inspection Authority. The airport tenant agrees to allow Transportation Security
Administration (TSA) authorized personnel, at any time or any place, to make inspections or
tests, including copying records, to determine compliance of the airport operator or airport tenant
with the applicable security requirements of Chapter 49, United States Code, and 49 CFR 1540,
et seq.
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C Airport Security Program. The airport tenant agrees to become familiar, to the extent
permitted by the airport operator, with the Airport Security Program promulgated by the airport
operator and approved by TSA, and also agrees to conform its' operations and business activities
to the requirements of the Airport Security Program.
g. Tenant Security Program. If permitted under TSA regulations, the airport tenant may
voluntarily undertake to maintain an Airport Tenant Security Program as referred to in 49 CFR
1542.113. If the airport tenant voluntarily promulgates an Airport Tenant Security Program that
is approved by TSA, such program, as may be amended and approved from time to time, shall be
automatically incorporated into this Agreement.
h. Breach of Agreement. Should TSA determine that the airport tenant or one or more of
the airport tenant's employees, agents, invitees, or licensees has committed an act or omitted to
act as required, and such act or omission is a violation which results in TSA imposing a civil
penalty against the airport operator in accordance with TSA's Enforcement Sanction Guidance
Policy, such determination and imposition of a civil penalty by TSA shall be considered a
significant breach of this Agreement.
(1). Minimum Violation. If the violation is the first or second violation attributed to the
airport tenant and is a civil penalty "minimum violation" as provided for in TSA's Enforcement
Sanction Guidance Policy, the airport tenant may cure the breach by paying to the airport
operator the total costs incurred by the airport operator, including any fines or penalties imposed,
in investigating, defending, mitigating, compromising, or taking of remedial measures as may be
agreed to by TSA, to include but not be limited to reasonable attorney's fees and costs incurred
in the investigation, defense, compromising, mitigation, or taking of remedial action measures. If
the violation is a third violation, or there are multiple violations in excess of two violations, that
is or are a civil penalty "minimum violation ", the airport tenant shall pay to the airport operator
the total costs incurred by the airport operator, including any fines or penalties imposed, in
investigating, defending, compromising, mitigating, or taking of remedial measures as may be
agreed to by TSA, to include but not be limited to reasonable attorney's fees and costs incurred
in the investigation, defense, compromising, mitigation, or taking of remedial action measures;
and, further, the airport operator shall have the right to unilaterally cancel this Agreement, such
cancellation to be effective thirty calendar days after receipt by the airport tenant of written
notice of cancellation of this Agreement by the airport operator.
(2). Moderate Violation. If the violation is the first or second violation attributed to the
airport tenant and is a civil penalty "moderate violation" as provided for in TSA's Enforcement
Sanction Guidance Policy, the airport tenant may cure the breach by paying to the airport
operator the total costs incurred by the airport operator, including any fines or penalties imposed,
in investigating, defending, compromising, mitigating, or taking of remedial measures as may be
agreed to by TSA, to include but not be limited to reasonable attorney's fees and costs incurred
in the investigation, defense, compromising, mitigation, or taking of remedial action measures;
and, further, the airport tenant may cause all of airport tenant's employees involved in the airport
tenant's business operations on the airport property to undergo such security training as may be
required by the airport operator. The total cost of the training shall be paid for by the airport
tenant. If the violation is a third violation, or there are multiple violations in excess of two
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violations, that is or are a civil penalty "moderate violation ", the airport tenant shall pay to the
airport operator the total costs incurred by the airport operator, including any fines or penalties
imposed, in investigating, defending, compromising, mitigating, or taking of remedial measures
as may be agreed to by TSA, to include but not be limited to reasonable attorney's fees and costs
incurred in the investigation, defense, compromising, mitigation, or taking of remedial action
measures; and, further, the airport operator shall have the right to unilaterally cancel this
Agreement, such cancellation to be effective thirty calendar days after receipt by the airport
tenant of written notice of cancellation of this Agreement by the airport operator.
(3). Maximum Violation. If the violation is the first violation attributed to the airport
tenant and is a civil penalty "maximum violation" as provided for in TSA's Enforcement
Sanction Guidance Policy, the airport tenant may cure the breach by paying to the airport
operator the total costs incurred by the airport operator, including any fines and penalties
imposed, in investigating, defending, compromising, mitigating, or taking of remedial measures
as may be agreed to by TSA, to include but not be limited to reasonable attorney's fees and costs
incurred in the investigation, defense, compromising, mitigation, or taking of remedial action
measures; and, further, the airport tenant may cause all of airport tenant's employees involved in
the airport tenant's business operations on the airport property to undergo such security training
as may be required by the airport operator. The total cost of the training shall be paid for by the
airport tenant. If the violation is a second violation, or there are multiple violations, that is or are
a civil penalty "maximum violation ", the airport tenant shall pay to the airport operator the total
costs incurred by the airport operator, including any fines or penalties imposed, in investigating,
defending, compromising, mitigating, or taking of remedial measures as may be agreed to by
TSA, to include but not be limited to reasonable attorney's fees and costs incurred in the
investigation, defense, compromising, mitigation, or taking of remedial action measures; and,
further, the airport operator shall have the right to unilaterally cancel this Agreement, such
cancellation to be effective thirty calendar days after receipt by the airport tenant of written
notice of cancellation of this Agreement by the airport operator.
(4). Mitigation of Breach. TSA has a policy of forgoing civil penalty actions when the
airport operator detects violations, promptly discloses the violations to TSA, and takes prompt
corrective action to ensure that the same or similar violations do not recur. This policy is known
as the TSA Voluntary Disclosure Program Policy, and is designed to encourage compliance with
TSA regulations, foster secure practices, and encourage the development of internal evaluation
programs. The airport tenant agrees that upon detecting a violation the airport tenant will
immediately report it to the airport operator. Should the TSA ultimately determine that the
violation was committed by the airport tenant, or an employee, agent, invitee, or licensee of the
airport tenant, but the violation should result in the issuance of a letter of correction in lieu of a
civil penalty, then the airport tenant shall reimburse the airport operator the total costs incurred
by the airport operator in investigating, defending, mitigating, or taking of remedial measures as
may be agreed to by TSA, to include but not be limited to reasonable attorney's fees and costs
incurred in the investigation, defense, mitigation, or taking of remedial action measures. A
violation resulting in the issuance of a letter of correction shall not be considered to be a breach
of this Agreement by the airport tenant.
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(GJ t4;!m ;UGWGGJBV C MA3 : bL bd U GJ :;UGWt4
(5). Survival of Sub-Section. This sub-section h shall survive the cancellation or
termination of this Agreement, and shall be in full force and effect.
36. MUTUAL REVIEW
This agreement has been carefully reviewed by Consultant and the County, therefore this
agreement is not to be construed against either party on the basis of authorship.
IN WITNESS WHEREOF the parties hereto have executed this Agreement on the day
and date first written above in four (4) counterparts, each of which shall, without proof or
accounting for the other counterparts, be deemed an original contract.
Attest: KEVIN MADOK, CLERK
M
M
BOARD OF COUNTY COMMISSIONERS
OF MONROE COUNTY, FLORIDA
0
Mayor/Chairman
CONSULTANT
By:
Title:
14
EXHIBIT A C.18.a
AVIATION C O N S U L T I N G
Volaire Aviation Pricing Proposal to Key West International Airport
Years One, Two and Three (August 1, 2017 through July 31, 2020)
Service /Deliverable Fee
Airline Headquarters Meeting (first in calendar year) $9,500
(business case presentation, meeting attendance, conference calls)
Airline Headquarters Meeting (each subsequent meeting per contract year) $8,500
Industry Conference Meetings (first per conference) $4,500
(Examples: JumpStart, Routes, Volaire Aviation Airports Conference)
Industry Conference Meetings (subsequent per conference) $3,000
Data Reports (per calendar year) $4,500
(weekly schedule change, quarterly traffic)
Economic Impact Study of Existing Service $13,500
Community visit to present findings of study Included
Economic Impact Study of New Service (one scenario) $7,500
Community visit to present findings of study is not included
Leakage and Retention Study $15,000
Community visit to present findings of leakage and retention study Included
Small Community Air Service Development Proposal $15,000
Community visit to explain the SCASD process Included
Community Visit (to provide air service /state of airline industry update and /or $4,500
discuss other air service issues impacting the community)
Expenses (for above services /deliverables only) Included
Ad Hoc Services (for work not listed above) $250 /hour
Expenses (for ad hoc services only) As Incurred
8500 EAST 116TH STREET ® SUITE 728 ® FISHERS, INDIANA 46038 ® VOLAIREAVIATION.COV
15
C.18.a
VOLAiri� I
AVIATION C O N S U L T I N G
Volaire Aviation Pricing Proposal to Key West International Airport
Years Four and Five (August 1, 2020 through July 31, 2022)
Service /Deliverable Fee
Airline Headquarters Meeting (first in calendar year) $10,000
(business case presentation, meeting attendance, conference calls)
Airline Headquarters Meeting (each subsequent meeting per contract year) $9,000
Industry Conference Meetings (first per conference) $5,000
(Examples: JumpStart, Routes, Volaire Aviation Airports Conference)
Industry Conference Meetings (subsequent per conference) $3,500
Data Reports (per calendar year) $4,500
(weekly schedule change, quarterly traffic)
Economic Impact Study of Existing Service $14,500
Community visit to present findings of study Included
Economic Impact Study of New Service (one scenario) $8,500
Community visit to present findings of study is not included
Leakage and Retention Study $15,500
Community visit to present findings of leakage and retention study Included
Small Community Air Service Development Proposal $15,500
Community visit to explain the SCASD process Included
Community Visit (to provide air service /state of airline industry update and /or $5,000
discuss other air service issues impacting the community)
Expenses (for above services /deliverables only) Included
Ad Hoc Services (for work not listed above) $250 /hour
Expenses (for ad hoc services only) As Incurred
8500 EAST 116TH STREET ® SUITE 728 ® FISHERS, INDIANA 46038 ® VOLAIREAVIATION.COV
16
EXHIBIT B
GENERAL LIABILITY
INSURANCE REQUIREMENTS
Prior to the commencement of work governed by this Agreement, the Consultant shall obtain
General Liability Insurance. Coverage shall be maintained throughout the life of the contract
and include, as a minimum:
• Premises Operations
• Products and Completed Operations
• Blanket Contractual Liability
• Personal Injury Liability
• Expanded Definition of Property Damage
The minimum limits acceptable shall be:
$300,000 Combined Single Limit (CSL)
If split limits are provided, the minimum limits acceptable shall be:
$100,000 per Person
$300,000 per Occurrence
$ 50,000 Property Damage
An Occurrence Form policy is preferred. If coverage is provided on a Claims Made policy, its
provisions should include coverage for claims filed on or after the effective date of this contract.
In addition, the period for which claims may be reported should extend for a minimum of twelve
(12) months following the acceptance of work by the County.
The Monroe County Board of County Commissioners shall be named as Additional Insured on
all policies issued to satisfy the above requirements.
1
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VEHICLE LIABILITY
INSURANCE REQUIREMENTS
Recognizing that the work governed by this Agreement requires the use of vehicles, the
Consultant, prior to the commencement of work, shall obtain Vehicle Liability Insurance.
Coverage shall be maintained throughout the life of the contract and include, as a minimum,
liability coverage for:
Owned, Non - Owned, and Hired Vehicles
The minimum limits acceptable shall be:
$100,000 Combined Single Limit (CSL)
If split limits are provided, the minimum limits acceptable shall be:
$ 50,000 per Person
$100,000 per Occurrence
$ 25,000 Property Damage
The Monroe County Board of County Commissioners shall be named as Additional Insured on
all policies issued to satisfy the above requirements.
IN
WORKERS' COMPENSATION
INSURANCE REQUIREMENTS
Prior to the commencement of work governed by this Agreement, the Consultant shall obtain
Workers' Compensation Insurance with limits sufficient to respond to Florida Statute 440.
In addition, the Contractor shall obtain Employers' Liability Insurance with limits of not less
than:
$100,000 Bodily Injury by Accident
$500,000 Bodily Injury by Disease, policy limits
$100,000 Bodily Injury by Disease, each employee
Coverage shall be maintained throughout the entire term of the Agreement.
Coverage shall be provided by a company or companies authorized to transact business in the
State of Florida and the company or companies must maintain a minimum rating of A -VI, as
assigned by the A.M. Best Company.
If the Consultant has been approved by Florida's Department of Labor, as an authorized self -
insurer, the County shall recognize and honor the Contractor's status. The Consultant may be
required to submit a Letter of Authorization issued by the Department of Labor and a Certificate
of Insurance, providing details on the Contractor's Excess Insurance Program.
If the Consultant participates in a self - insurance fund, a Certificate of Insurance will be required.
In addition, the Consultant may be required to submit updated financial statements from the fund
upon request from the County.
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