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07/19/2017 Agreement
C' ., Kevin Madok, CPA Clerk of the Circuit Court & Comptroller — Monroe County, Florida DATE: August 9, 2017 TO: Beth Leto, Airports Business Manager FROM: Pamela G. Hancock, D.C. SUBJECT: July 19th BOCC Meeting Attached is an electronic copy of Item C18, five year Agreement with Volaire Aviation, Inc. for Air Service Development Consultant Services for both Monroe County Airports, for your handling. Should you have any questions, please feel free to contact me at ext. 3130. Thank you. cc: County Attorney via e-mail Finance via email File KEY WEST MARATHON PLANTATION KEY 500 Whitehead Street 3117 Overseas Highway 88820 Overseas Highway Key West, Florida 33040 Marathon, Florida 33050 Plantation Key, Florida 33070 305 - 294 -4641 305 - 289 -6027 305 - 852 -7145 PK/ROTH BUILDING 50 High Point Road Plantation Key, Florida 33070 305 - 852 -7145 MASTER AGREEMENT FOR PROFESSIONAL SERVI C4S, o THIS AGREEMENT, made and executed as of the; of L 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. 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 1 st 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 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. 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 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 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. 6 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 and 1100 Simonton Street Key West, FL 33040 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. 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. 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 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 10 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 REQUIRE 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. 11 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 12 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. 13 (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 first written above in four (4) counterparts, each of which shall, without proof or '- aGeou for the other counterparts, be deemed an original contract. �t h BOARD OF COUNTY COMMISSIONERS - p test . , " f IN DOK, CLERK OF MONROE COUNTY, FLORIDA By By: Clerk Mayor /Chairman 5 14 CONSULTANT By: Title: 3 C3 ._ X Cn rn r- lob o c-� C: O xx `•° n 0 D Q Cn = O By: l PN4 WITNESS Printed Name: 7N l P. 6 Z EXHIBIT A VOLAIRE AVIATION CONSULTING 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 116"" STREET ■ SUITE 728 ■ FISHERS, INDIANA 46038 ■ VOLAIREAVIATION.COM 15 VOLAITRE AVIATION CONSULTING 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 116 STREET ■ SUITE 728 ■ FISHERS, INDIANA 46038 • VOLAIREAVIATION.COM ICol 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. 17 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. 18 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. 19 I ® A� " CERTIFICATE OF LIABILITY INSURANCE DATE (MM /DD/YYYY) 08/01/2017 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER NOME CT Michael Higgs talc °N IN Ex1)• (317) 572 -1563 FAX Nom_ (317) 813 -3022 The Ralston Group, LLC E hi m s terason roupllc.com ADDRESS: 99 h lt @ g 8606 Allisonville Road Ste: 240 INSURER (S) AFFORDING COVERAGE NAIC # INSU TWIN CITY FIRE INS CO (HARTFORD) 29459 Indianapolis IN 46250 INSURED INSURERS: TRUMBULL INS CO (HARTFORD) 27120 INSURER C : Volaire Aviation Inc. INSURER D. 8500 E 116th St Unit 728 INSURER E : $ 1,000,000 INSURER F : $ 10,000 Fishers IN 46038 rnVFRAnFR CFRTIFICATF Nl1MRFR- REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE INSD WVD I POLICY NUMBER MMIDD MM/ DIIYYYY LIMITS Key West FL 33040 X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE _ $ 2,000,000 CLAIMS -MADE OCCUR DAMAGE TO PR EM SES Ea occurr $ 1,000,000 MED EXP (Any one person) $ 10,000 PERSONAL SADVINJURY $ 2,000,000 A Y Y 36SBAIB9018 01/03/2017 01/03/2018 AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 4,000,000 GEN'L PRODUCTS - COMP /OP AGG $ 4,000,000 POLICY [7 PRO- JECT ❑ LOC $ OTHER: AUTOMOBILE LIABILITY MBINED S INGLE LIMIT Ea CO accident $ BODILY INJURY (Per person) $ ANY AUTO X X OWNED SCHEDULED AUTOS ONLY AUTOS HIRED NON -OWNED AUTOS ONLY X AUTOS ONLY Y Y 36SBAIB9018 01/03/2017 01/03/2018 BODILY INJURY (Per accident) $ PROPERTY DAMAGE Per accident $ X UMBRELLA LIAB OCCUR EACH OCCURRENCE $ 1,000,000 AGGREGATE $ A EXCESS LIAB CLAIMS -MADE Y Y 36SBAIB9018 01/03/2017 01/03/2018 DED F RETENTION $ $ B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE YIN OFFICERIMEMBEREXCLUDED? (Mandatory in NH) N/A Y 36WECID3470 01/03/2017 01/03/2018 X STATUTE O E E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYE $ 1,000,000 E.L. DISEASE - POLICY LIMIT $ 1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below Each Claim 2,000,000 A Professional Liability Y Y 36SBAIB9018 01/03/2017 01/03/2018 Aggregate 2,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Monroe County BOCC is named ADDITIONAL INSURED as regards to General Liability, Auto Liability, Worker Comp, Umbrella and Professional Liability to the policies. APPR ED RI t MENT BY E WAIVER N A S CERTIFICATE WO r1FR CANCELLATION ©1988 -2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE ILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Monroe County BOCC AUTHORIZED REPRESENTATIVE 1100 Simonton St Key West FL 33040 ©1988 -2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD