Item C20BOARD OF COUNTY COMMISSIONERS
AGENDA ITEM SUMMARY
Meeting Date: October 17, 2012 Division: County Administrator
Bulk Item: Yes Department: Airports
Staff Contact Person/Phone : Peter Horton, 809-5200
AGENDA ITEM WORDING: Approval of the Lease Agreement between Monroe County and The Hertz
Corporation for two parcels at Key West International Airport to be used as rental car preparation activities
areas, commonly known as The Teen Center.
ITEM BACKGROUND: When the sealed bids from the RFP were opened on September 28, 2011, The
Hertz Corporation was the only respondent to the RFP, as shown on the attached Bid Tabulation Sheet.
PREVIOUS RELEVANT BOCC ACTION: April 15, 2009 — approval to advertise RFP; April 21, 2010 —
approval to re -bid RFP; October 19, 2011, C-16 approval to award bid to The Hertz Corporation
CONTRACT/AGREEMENT CHANGES: new contract
STAFF RECOMMENDATION: Approval.
TOTAL COST: NA INDIRECT COST: NA BUDGETED: yes
DIFFERENTIAL OF LOCAL PREFERENCE: NA
COST TO COUNTY: NA SOURCE OF FUNDS: NA
COST TO AIRPORT: NA
COST TO PFC: NA
REVENUE PRODUCING: yes AMOUNT PER YEAR: $103,000/Ar + 10% gross revenue
APPROVED BY: County Attorney OMB/Purchasing Risk Management
DOCUMENTATION: Include X_ Not Required
DISPOSITION: AGENDA ITEM #
MONROE COUNTY BOARD OF COUNTY COMMISSIONERS
CONTRACT SUMMARY
Contract #
Contract with: The Hertz Corporation Effective Date: Execution
Expiration Date: 20 years
Contract Purpose/Description: Lease Agreement for two parcels at Key West International Airport to be used
as rental car preparation areas, commonly known as The Teen Center.
Contract Manager: Peter Horton # 5200 Airports - Stop # 5
(name) (Ext.) (Department/ Stop)
for BOCC meeting on: October 17, 2012 Agenda Deadline: October 2, 2012
CONTRACT COSTS
Total Dollar Value of Contract: $103,000/yr + 10% gross revenue Current Year Portion: 0
Budgeted? na Account Codes:
Grant: na
County Match: Operating
ADDITIONAL COSTS
Estimated Ongoing Costs: n/a For:
(not included in dollar value above) (ea. maintenance, utilities, janitorial, salaries, etc.)
CONTRACT REVIEW
Changes
Date In Needed Reviewer Date Out
Yes No
Airports Director
(
Risk Management
LL/�/)
' P e ort
T.
J fir Ris Management
O.M.B./Purchasing
-/-I
(
/�/
Attorney
k / / '
( ) (
orCounty / /
Co ttorney
Comments:
W
d
�
Wa►
.J
8
IA
M
AM.
t
d �
d
u `�-
s
d
Z w
z
D
+
0
mIL
.o d
zme
a
W M OTC Od
z
CDo
OO
W lk
M
0
.G
W ~ g
IL W .J
M
O
c
S
OUr. ZN I- Z
4mi
o
O V1 w O O
OCNwW O
44 Z
ZNHm W me
p
1-4 pZ
<
FAw�?z
o W
ILv�
i piF.
cp0
00
z
.n
Cggmd Z N
a IL U ° I
ru.. F' W
a
IL
mi
� c
Z
IL
d
g
O �
Z
5 d
i
Z
0
Z
O
c a
o
oe
a
Q'a
T� t
OC
a
u
to
Wt
�c
�� _°
d.
On�.0
{L
U
in k 0
W
V w w
M t V
a � H V) m
THE HERTZ CORPORATION
225 Brae Boulevard Linda Dravin
Park Ridge, NJ 07656-0713 Senior Paralegal
Telephone: (201) 307-2474 Fax: (866) 999-6708
September 27, 2012
Send via Federal Express
Peter Horton
Airport Manager
Key West International Airport
3491 S. Roosevelt Blvd.
Key West, FL 33040
Dear Mr. Horton:
Enclosed please find two signed copies of the Lease Agreement between Monroe County
and The Hertz Corporation. Kindly have the documents signed on behalf of the County,
and return one fully executed original to my attention for our records.
Very truly yours,
Linda Dravin
Senior Paralegal
cc: Mark McBee
Jeffrey Phillips
Enclosures
LEASE AGREEMENT
THE HERTZ CORPORATION
THIS LEASE AGREEMENT is made and entered into on the day
1 2012, by and between MONROE COUNTY, a political subdivision
the State of Florida, whose address is 1100 Simonton Street, Key West, Florida 3304
hereinafter referred to as Lessor, and THE HERTZ CORPORATION, a
Corporation authorized to conduct business in Florida whose address is 225 Brae Boulevlarl
Park Ridge, New Jersey, 07656 hereinafter referred to as Lessee or Tenant;
WHEREAS, the Lessor is the owner of the Key West International Airport, hereafter
Airport, that has two parcels available for use as a rental car preparation activities area; and
WHEREAS, the Lessee desires to enter into such a lease and represents to the Lessor that
it is qualified to operate has the financial resources to undertake such an operation; now,
therefore
xv) I I ra I I I U-10 M I I rmn Or, 74 VOW LODI U-3 01W
I . Lease Documents — The lease documents, of which this agreement is a part,
consists of the lease documents, which are as follows: This agreement and any amendments
executed by the parties hereafter, together with the RFP, the response to the RFP 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. Premises - Lessor hereby leases to Lessee the Airport area shown on Exhibit A,
hereafter the ,oremises-, for use as a rental car Vreyaration activities area-. hereafter referred to as
the operation. Exhibit A is attached to this agreement and incorporated by reference. Parcel "A"
contains a total of 18,800 square feet and measures 200 feet by 94 feet. Parcel "B" contains a
total of 14,214 feet and has a slightly irregular shape with rough measurements of approximately
213 feet by 72.2 feet. In addition, Parcel "A" contains two structures. One structure is a 4,569
(112.7 by 40.1 ft.) square foot concrete block structure with sewer, water and electric utility
services. The second structure is an attached 307 square foot wood frame storage shed. The
parcels and structures are as depicted on the attached drawing, Exhibit A
3. Tenn: The terin of this lease is 20 years commencing on September 19, 2012 anii
terminating on September 18, 2032.
I I•1�1 I !i 1
HENEW111=M1111" 11 111 1 . 0 *
a. Leesee agrees to pay an annual rent of $103,000 plus tax. Rent plus sales tax shall be
paid in equal monthly installments, all of which shall be due and payable on or before the first
day of each calendar month during which this lease is in effect.
Rental rates are subject to revision after the first 12 months and annually thereafter; in
accordance with the percentage change in the Consumer Price Index for all urban consumers
(CPI-U) for the most recent 12 months available. In the event of a deflationary CPI, no
adjustment in the rental rates will be made.
b. i. At such time as car rental agreements are generated at the premises, whether by
customer service counter interaction or any other method which results in the generation of a car
rental agreement at the premises, the Lessee agrees to pay monthly ten (10) percent of gross
revenues generated from the premises. In the event the total amount paid during any one year
period is less than ten percent of gross revenues for that one year period, an adjustment will be
made to the first month's Gross Revenue Fee payment for the next subsequent period. Payment
will be made within thirty days following the month in which the revenues were generated.
ii. Definition of Gross Receipts - As used herein, the term "gross revenues" shall
mean the total charges for time, mileage, any and all insurance coverage charged to the renter,
any and all fees, plans, charges or surcharges of any kind whatsoever including but not limited to
roadside service fees, road side service plans, drop off fees, fuel fees, received or receivable,
whether by cash or credit, before any federal, state or local tax and after any discount specifically
shown on the car rental agreement for the rental of all motor vehicles by the Lessor to customers
in connection with the rental of a motor vehicle which vehicle is physically obtained at the
premises regardless of where the payment is made or where the vehicle is returned. It is the
intent of the County that the definition of gross receipts be construed as broadly as permitted by
law and that the only exclusions to the definition of gross receipts shall be state, federal and local
taxes. The Lessor shall report all income, both cash and credit, in a monthly gross revenues
statement. The Lessor's accounting, at a minimum, for such revenues shall include the following;
a separate numbering system, identifying the location of each transaction, for transactions in
connection with this Agreement; a compiled report of rental agreements showing all Airport
Gross Revenues and all exclusions from Gross Revenues and Gross Revenues by location and
category and by individual rental agreements. The report shall be itemized by location and
subtotaled by day and totaled by month. The monthly total shall correspond with the amounts
reported to the Lessee as required by this agreement and shall be reconciled to the amounts
posted on the Lessee's general ledger. The report shall be due within thirty days following the
month the revenues were generated.
C. The Lessee must pay all assessments, taxes, including sales taxes, levied by any
governmental body with the power to impose assessments or taxes. The Lessee must provide the
Airport Manager with the sales tax records for each year on or before February 28 of thca!
following year.
d. The parcels may be used for the site of a county approved newly constructeI
,
rental car preparation activities area only. The capital improvement is to be constructed at t
sole cost and expense of the Lessee. All improvements shall be ADA accessible.
improvements made by the Lessee to the premises automatically become the property of t
a 5 County upon the termination of this lease. Notwithstanding the provisions of paragraph
this agreement the Lessor may, at its discretion, immediately terminate this Agreement if
the construction of the capital improvements have not been completed within 24 months of
the effective date of this agreement.
e. Without waiving any other right available to the County upon the failure of
Lessee to remit any rental or fee payment, including sales tax, when due, the County will be
entitled to charge and collect, and Lessee will be obligated to pay, a late fee equal to the Federal
Reserve Bank of New York prime rate in effect on the date of delinquency plus four percent
(FRBNY prime + 4%) or twelve percent (12%) per annum, whichever is greater. The acceptance
by the County of the overdue rental or fee installment plus applicable late fees shall cure what
would otherwise constitute a default by Lessee under the terms of this lease. The County, at its
option, however, may refuse a proffered overdue rental or fee installment and late fees, declare a
default, and proceed according to paragraph 5 of this lease. In the event that any check, draft, or
negotiable instrument by which Lessee has tendered any rent or fee payment is returned to the
County and not honored, whether for insufficient funds or other reason, the County will be
entitled to charge and collect, in addition to any applicable late payment fees as provided above,
a fee of Twenty-five Dollars ($25.00) if the check was under $50.00, if the check was $50.00
but under $300 the fee is Thirty Dollars ($30.00) and for checks $300 and greater the fee is Forty
Dollars ($40.00) OR 5% of the check amount whichever is GREATER. Such penalty fee shall
also be in addition to the amount of rent or fee due. The acceptance by the County of the rental
or fee payment plus any applicable late fee and penalties following the receipt of a dishonored
instrument shall cure what would otherwise constitute a default under the terms of this lease.
The County, at its option, however, may refuse any proffered rental or fee installment and
applicable late fees and penalties, declare a default, and proceed according to paragraph 5 of this
lease.
5. Termination. This Agreement may be terminated at the discretion of the County
in the following circumstances:
a) Lessee fails to pay any fee, payment or rent when due;
b) Lessee fail to obtain the insurance required under this lease or allows the required
insurance coverage to lapse or fall below the minimum required;
c) Lessee otherwise breaches the terms of this lease;
d) Cancellation is required to accommodate future Airport renovation or growth, or
e) Cancellation is required due to F.A.A. requirements.
Unless the County has accepted in writing a delay in performance of duties, the failure to
perform said duties shall constitute a default/breach under the terms of this agreement. In the
case of the default/breach occurrences described in subparagraphs 5(a), (b), or (c), the Director
of Airports shall first give the Lessee a written notification stating the default/breach. The Lessee
shall be notified that he has 10 days to correct the default/breach. If the nature of the
default/breach is such that it cannot be cured in 10 days, the Lessee shall inform the County in
writing of the reason why the default/breach cannot be cured in 10 days and shall provide a
written plan showing how the default/breach will be cured in a timely manner. If the Lessee has
not corrected the default/breach at the end of the 10 days or if the Lessee has provided a cure
plan, which the Lessee has failed to timely and diligently execute, then the County may cancel
the lease in its discretion. In the case of cancellation occurring as described in subparagraphs
5(d) and (e), County shall provide Lessee 90 days notice. In the event of cancellation occurring
as described in subparagraphs 5(d) and (e) the County, at County expense, shall attempt to
relocate the Lessee's operation to an alternate site in accordance with the Airport ALP. If an
alternate site at the airport is not available, the County will purchase the Lessee's lease hold at
fair market appraisal value.
6. Accounting Procedures - The Lessee shall keep records of all sales and revenues,
whether for cash or credit, whether collected or not from its operations in a manner generally
accepted as standard to its operations. Lessee further agrees that it will make available to Monroe
County, a full and complete book of accounts and other records required by the County to
provide a true account of all revenues pertaining to its operations under the provisions hereof.
The County, acting through its Finance Director or other authorized representative, shall have the
right to inspect and audit the Lessee's books of accounts and other records directly generated at
the Key West International Airport location or otherwise pertaining directly to this agreement.
Knowingly famishing the County a false statement of its gross revenues or gross sales under the
provision hereof will constitute a default by the Lessee of this agreement and the County may, at
its option, declare this contract terminated. The Lessee retains the right to have its controller or a
representative assigned by its controller present during any inspection or audit by the County.
Ten (10) business days notice must be given of intent to audit by the County to allow Lessee's
controller sufficient time to schedule said presence.
7. Compliance With Laws, Rules, Regulations — Subordination:
(a) Lessee agrees to observe and obey, during the term of this agreement, all laws,
ordinances, rules and regulations, as the same may be amended from time to time, promulgate-4-
and enforced by the County and by any other proper authority having jurisdiction over the
conduct of the operations at the Airport.
(b) This lease and all provisions hereof are subject and subordinate to the terms and
conditions of the instruments and documents under which the Airport Owner acquired the
subject property from the United States Of America and shall be given only such effect as will
not conflict or be inconsistent with the tenns and conditions contained in the lease of such lands
from the Airport Owner, and any existing or subsequent amendments thereto, and are subject to
any ordinances, rules or regulations which have been, or may hereafter be adopted by the Owner
pertaining to the Key West International Airport.
(c) The leased premises and the Airport are subject to the terms of those certain
Sponsor Assurances made to guarantee the public use of the Airport as incident to grant
agreements between the Lessor and the United States Of America. This lease and all provisions
hereof shall be given only such effect as will not conflict or be inconsistent with the terms and
conditions contained in those certain Sponsor Assurances, and any existing or subsequent
amendments thereto.
8. Governing Law, Venue, Interpretation. Governing Law, Venue, Interpretation,
Costs, and Fees: This Agreement shall be governed by and construed in accordance with the
laws of the State of Florida applicable to contracts made and to be performed entirely in the
State.
In the event that any cause of action or administrative proceeding is instituted for
the enforcement or interpretation of this Agreement, the Lessor and Lessee agree that venue will
lie in the appropriate court or before the appropriate administrative body in Monroe County,
Ulorida.
The Lessor and Lessee agree that, in the event of conflicting interpretations of thi
terms or a term of this Agreement by or between any of them, the issue shall be submitted vit
mediation prior to the institution of any other administrative or legal proceeding.
9. Attorney's Fees and Costs. The Lessor and Lessee agree that in the event any
"_Yte�&fg
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.
10. Books, Records, Documents, Certified Operating Report Required. Lessee sha
maintain all books, records, and documents directly pertinent to performance under tj
Agreement in accordance with generally accepted accounting principles consistently applie
Each party to this Agreement or their authorized representatives shall have reasonable and timel
access to such records of each other party to this Agreement for public records purposes durin-
the term of the Agreement and for four years following the termination of this Agreement.
annual operating statement prepared by a C.P.A. must be provided to the Lessor on or befo
February 28 of the following year. The operating statement shall be prepared without dem
and at Lessee's sole cost and expense. The operating report shall set forth a schedule of Lessee
Gross Revenues and Gross Revenue fees paid. The report shall be accompanied by
independent auditor's report expressing an unqualified opinion on such schedule as of the end
the reporting period prepared in accordance with generally accepted auditing standards
uerdfiet luy—,af-in,
who is not an employee of The Hertz Corporation. If Lessee fails to furnish the Lessor
monthly statement of Gross Revenues or annual Certified Operating Report within the ti
required, Lessee shall pay within ten (10) days of the date of the demand letter therefore b
Lessor as additional fees, a special handling fee of One Hundred Dollars ($100.00) per stateme
per day for each day the statement is overdue. This remedy shall be in addition to any and al
other remedies provided for in this agreement or by law.
11. Leasehold Improvements - Lessee has the right during the term hereof, at its own
expense, at any time, to install, maintain, operate, repair and replace any and all trade fixtures
and other personal property useful in connection with its operation on the Airport, all of which
shall be and remain the property of Lessee and may be removed by Lessee prior to or within a
reasonable time after expiration of the term of this agreement; provided, however, that Lessee
shall repair any damage to the premises caused by such removal. The failure to remove trade
fixtures or other personal property shall not constitute Lessee a hold -over, but all such property
not removed within ten (10) days after Lessee receives a written demand for such removal shall
be deemed abandoned and thereupon shall be the sole property of the Lessor.
Leasehold improvements shall include any installation of walls, partitions, doors
windows, any electrical wiring, panels, conduits, service connections, receptacles or lighting
fixtures attached to walls, partitions, ceilings or floor, all interior finish to floors, walls, doors,
windows or ceilings; and all floor treatments or coverings, other than carpeting, that is affixed to
floors; sanitary disposal lines and sinks, commodes, and garbage disposal units; all heating, air
treatment or ventilating distribution systems, including pipes, ducts, venthoods, air handling
units and hol wa ler generators and all refrigen
including refrigeration or ventilating equipment included with same. Any furniture, fixtures,
equipment, carpeting and draperies not classified as leasehold improvements above shall be the
personal property of the Lessee.
12. Investment by the Lessee - All leasehold improvements and their titles shall vest
immediately in Monroe County upon final inspection and approval by the permitting authority
and their acceptance by the County in writing. Furniture, furnishings, fixtures and equipment will
remain the personal property of Lessee and may be removed upon the termination of the
agreement, provided all of its accounts payable to the County are paid at that time.
13. Damage and Injur - Lessee covenants that it and all of its agents, servants,
emy ,JoNees. and indeyendent contractors will use due care and di iligence in all of its activities and
operations at the Airport and the Lessee hereby agrees to repay or be responsible to Monroe
Countv for all damaaes to tW,-&fw�-W of t�e Comiliv m4ic�- -nav be caused bv 2--t 2-ct or o-aissimu
W in Il Ne 01.VAWGJ lag ir�w �11 &M-Pr-al 01 n
Slin Ir Ry
provision hereof, or is provided by Monroe County (except subrogation rights of the County's
carrier), Lessee shall pay, on behalf of the County, all sums which the County shall become
obligated to pay by reason of the liability, if any, imposed by law upon the County for damages
because of bodily injury, including damages for care and loss of service, including death at any
time resulting from bodily injury and because of injury to/or destruction of property, including
the loss or use thereof which may be caused by or result from any of the activities, omission, or
operations of the Lessee, its agents, servants, or employees on the Airport.
14. Other Develo-pment of Ai1port - Monroe County reserves the right to further
develo_v, or imyrove the Airyort as it sees fit- regardless ,#f the
without interference or hindrance; provided, however, that in no event can the County deprive
the Lessee of reasonable and direct routes of ingress and egress to the premises.
15. Terminal Area Planning - Lessee acknowledges that Monroe County has Master
Plans including terminal area revisions. Lessee hereby agrees to cooperate to the fullest with the
County, especially in those areas of terminal improvements which may at some time cause
relocation of Lessee's facilities.
16. Lessee's ObliRations - Lessee covenants and agrees:
(a) to pay the rent and other charges herein reserved at such times and places as the
same are payable;
(b) to make no alterations, additions or improvements to the demised premises
without the prior written consent of Lessor, which consent shall be not be unreasonably
withheld;
(c) to keep and maintain the dernised premises in good condition, order and repair
during the term of this agreement, and to surrender the same upon the expiration of the term in
the condition in which they are required to be kept, reasonable wear and tear and damage by
casualty, not caused by Lessee's negligence, riot and civil commotion, excepted;
(d) to observe and comply with any and all requirements of the constituted public
authorities and with all federal, state or local statutes, ordinances, regulations, and standards
applicable to Lessee or its use of the demised premises, including, but not limited to, rules and
regulations promulgated from time to time by or at the direction of Lessor for administration of
the Airport;
(e) to pay all taxes assessed or imposed by any governmental authority upon any
building or other improvements erected or installed on the demised premises during the term of
this agreement;
(f) to control the conduct, manner and appearance of its officers, agents, and
employees, and, in the event of any objection from the Director of Airports concerning the
conduct, manner or appearance of such persons, Lessee shall forthwith take steps necessary to
remove the cause of the objection; and
(g) No signs, on premises advertising, or awnings may be erected by the Lessee on
the premises or elsewhere at the Airport, unless they are approved by the Director of Airports in
writing.
17. Lessor's Inspection and Maintenance - Lessor and its authorized ofilcers,
employees, agents, contractors, subcontractors and other representatives shall have the right to
ente r upon the demised premises for the following purposes:
(a) to inspect the dernised premises at reasonable intervals during regular business hours
(or at any time in case of emergency) to determine whether Lessee has complied and is
complying with the terms and conditions of this agreement with respect thereto; or
(b) to perform essential maintenance, repair, relocation, or removal of existing
underground and overhead wires, pipes, drains, cables and conduits now located on or across the
demised premises, and to construct, maintain, repair, relocate and remove such facilities in the
future if necessary to carry out the Master Plan of development of the Airport; provided,
however, that said work shall not disrupt or unduly interfere with the operations of Lessee, and
provided fin-ther, that the entire cost of such work, including but not limited to the cost of
rebuilding, removing, relocating, protecting or otherwise modifying any fixed improvements at
any time erected or installed in or upon the demised premises by Lessor, Lessee or third parties,
as a result of the exercise by Lessor of its rights hereunder, and the repair of all damage to such
fixed improvements caused thereby, shall be borne solely by Lessor.
18. Indemnification/Hold Harmless - Notwithstanding any minimum insurance
requirements prescribed elsewhere in this agreement, Lessee 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,
attomey's fees and costs, court costs, fines and penalties) that may be asserted against, initiated
with respect to, or sustained by, any indemnified party by reason of, or in connection with, (A)
any activity of Lessee or any of its employees, agents, contractors or other invitees during the
term of this lease, (B) the negligence or willful misconduct of Lessee or any of its employees,
agents, contractors or other invitees, or (C) Lessee's default in respect of any of the obligations
that it undertakes under the terms of this lease, except to the extent the claims, actions, causes of
action, litigation, proceedings, costs or expenses arise from the intentional or sole negligent acts
or omissions of the County or any of its employees, agents, contractors or invitees (other than
Lessee). Insofar as the claims, actions, causes of action, litigation, proceedings, costs or
expenses relate to events or circumstances that occur during the term of this lease, this Section
will survive the expiration of the term of this lease or any earlier termination of this lease.
19. General Insurance Requirements - Prior to the commencement of work governed by
this lease (including the pre -staging of personnel and material), the Lessee shall obtain, at his/her
own expense, insurance as specified below. The Lessee will ensure that the insurance obtained
will extend protection to all Contractors engaged by the Lessee.
The Lessee will not be permitted to commence work governed by this Lease (including
pre-s taging; of personnel and material) until satisfactory evidence of the required insurance has
been furnished to the County as specified below.
The Lessee shall maintain the required insurance throughout the entire term of this lease
and any extensions specified in any attached schedules. Failure to comply with this provision
may result in the immediate suspension of all activities conducted by the Lessee and its
Contractors until the required insurance has been reinstated or replaced.
The Lessee shall provide, to the County, as satisfactory evidence of the required
insurance, either a Certificate of Insurance or a certified copy of the actual insurance policy. The
County, at its sole option, has the right to request a certified copy of any or all insurance policies
required by this contract.
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 Lessee's insurance
shall not be construed as relieving the Lessee from any liability or obligation assumed under this
lease 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.
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.
a) 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 and Expanded Definition of
Property Damage. The minimum limits acceptable shall be: $1,000,000 Combined Single Limit
(CSL).
If split limits are provided, the minimum limits acceptable shall be: $ 500,000 per
Person, $ 1,000,000 per Occurrence, $100,000 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.
b) Workers' Compensation - Prior to the commencement of work governed by this
lease, the Lessee shall obtain Workers' Compensation Insurance with limits sufficient to respond
to the applicable state statutes. In addition, the Lessee shall obtain Employers' Liability Insurance
with limits of not less than: $1,000,000 Bodily Injury by Accident, $1,000,000 Bodily Injury by
Disease, policy limits, and $1,000,000 Bodily Injury by Disease, each employee.
Coverage shall be maintained throughout the entire term of the lease and shall be
provided by a company or companies authorized to transact business in the state of Florida.
C) Vehicle Liability - Recognizing that the work governed by this lease requires the
use of vehicles, the Lessee, 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: $1,000,000 Combined Single Limit (CSL). If split limits are provided, the
minimum limits acceptable shall be: $ 500,000 per Person, $ 1,000,000 per Occurrence, $100,000
Property Damage.
d) Any deviations from these General Insurance Requirements must be requested in
writing on the County prepared form entitled "Request for Waiver of Insurance Requirements"
and be approved by Monroe County Risk Management.
e) Lessee shall carry fire and extended coverage insurance, if obtainable, on all fixed
improvements erected by Lessee on the demised premises to the full insurable value hereof, it
being understood and agreed that for purposes hereof the term "full insurable value" shall be
deemed to be that amount for which a prudent owner in like circumstances would insure similar
property, but in no event an amount in excess of Lessee's original cost of constructing said fixed
improvements.
20. Non -Discrimination - Lessee 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. Lessee agrees to
comply with all Federal and Florida statutes, and all local ordinances, as applicable, relating to
nondiscrimination. These include but are not limited to: 1) Title VI of the Civil Rights Act of
1964 (PL 88-352) which prohibits discrimination on the basis of race, color or national origin; 2)
Title IX of the Education Amendment of 1972, as amended (20 USC ss.1681-1683, and 1685-
1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation
Act of 1973, as amended (20 USC s. 794), which prohibits discrimination on the basis of
handicaps; 4) The Age Discrimination Act of 1975, as amended (42 USC ss. 6101-6107) which
prohibits discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of
1972 (PL 92-255), as amended, relating to nondiscrimination on the basis of drug abuse; 6) The
Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of
1970 (PL 91-616), as amended, relating to nondiscrimination on the basis of alcohol abuse or
alcoholism; 7) The Public Health Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd-3 and
290ee-3), as amended, relating to confidentiality of alcohol and drug abuse patient records; 8)
Title VIII of the Civil Rights Act of 1968 (42 USC s. et seq.), as amended, relating to
nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities
Act of 1990 (42 USC s. 1201 Note), as may be amended from time to time, relating to
nondiscrimination 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.
21. Lessor's Covenants - The Lessor covenants and agrees that:
(a) Lessor is the lawful owner of the property demised hereby, that it has lawful
possession thereof, and has good and lawful authority to execute this Lease; and
(b) throughout the term hereof Lessee may have, hold and enjoy peaceful and
uninterrupted possession of the premises and rights herein leased and granted, subject to
performance by Lessor of its obligations herein.
22. Cancellation by Lessor — Notwithstanding anything set forth in paragraph 5, if
any of the following events occur, the Lessee shall be deemed to be in default of its obligations
under the agreement, in which case Monroe County shall give the Lessee notice in writing to
cure such default within thirty (30) days, or the lease will be automatically canceled at the end of
that time and such cancellation will be without forfeiture, waiver, or release of the County's right
to any such of money due pursuant to this agreement for the full term hereof:
(a) if Lessee shall make a general assignment for the benefit of creditors, or file a
voluntary petition in bankruptcy or a petition or answer seeking its reorganization or the
readjustment of its indebtedness under the Federal Bankruptcy Laws or any other similar law or
statute of the United States or any state, or government, or consent to the appointment of a
receiver, trustee or liquidator of all or substantially all of the property of Lessee;
(b) if any order or decree of a court of competent jurisdiction, Lessee shall be adjudged
bankrupt, or an order shall be made approving a petition seeking its reorganization, or the
readjustment of its indebtedness under the Federal Bankruptcy Laws of any law or statute of the
United States or any state, territory, or possession thereof or under the law of any other state,
nation, or government, provided, that if such judgment or order be stayed or vacated within
ninety (90) days after the entry thereof, any notice of cancellation given shall be and become
void and of no effect;
(c) if by or pursuant to any order or decree of any court or governmental authority,
board, agency or officer having jurisdiction, a receiver, trustee or liquidator shall take possession
or control of all or substantially all of the property of Lessee for the benefit of creditors,
provided, that if such order or decree be stayed or vacated within sixty (60) days after the entry
thereof or during such longer period in which Lessee diligently and in good faith contests the
same, any notice of cancellation shall be and will become null, void and of no effect; or
(d) if the Lessee shall desert or abandon the premises for seven (7) consecutive calendar
days.
23. Additional Remedies - In the event of a breach or a threatened breach by Lessee
of any of the agreements, terms, covenants and conditions hereof, the County shall have the right
of injunction to restrain said breach and to invoke any remedy allowed by law or equity, as if
specific remedies, indemnity or reimbursement were not herein provided. The rights and
remedies given to Monroe County are distinct, separate and cumulative, and no one of them,
whether or not exercised by the County, shall be deemed to be in exclusion of any of the others
herein or by law or in equity provided. No receipt of monies by Monroe County from Lessee
after the cancellation or termination hereof shall reinstate, continue or extend the term, or affect
any notice previously given to Lessee, or operate as a waiver of the right of the County to
enforce the payment of rentals and other charges then due or thereafter falling due, or operate as
a waiver of the right of the County to recover possession of the premises by suit or otherwise. It
is agreed that, after the service of notice to cancel or terminate as herein provided, or after the
commencement of any proceeding, or after a final order for possession of the premises, the
County may demand and collect any monies due, or thereafter falling due, without in any manner
affecting such notice, proceeding, or order; and any and all such monies and occupation of the
premises, or at the election of the County on account of Lessee's liability hereunder.
24. Cancellation by Lessee - Lessee shall have the right upon written notice to Lessor,
to cancel this agreement in its entirety upon or after the happening of one or more of the
following events, if said event or events is then continuing:
(a) the issuance by any court of apparent competent jurisdiction of an injunction, order,
or decree preventing or restraining the use by Lessee of all or any substantial part of the demised
premises or preventing or restraining the use of the Airport for usual airport purposes in its
entirety, or the use of any part thereof which may be used by Lessee and which is necessary for
Lessee's operations on the Airport, which remains in force unvacated or unstayed for a period of
at least one hundred twenty (120) days;
(b) the default of Lessor in the performance of any of the terms, covenants or conditions
required of it under this instrument and the failure of Lessor to cure such default within a period
of thirty (30) days following receipt of written demand from Lessee to do so, except that if by
reason of the nature of such default, the same cannot be cured within said thirty (30) days, then
Lessee shall have the right to cancel if Lessor shall have failed to commence to remedy such
default within said thirty (30) days following receipt of such written demand, or having so
commenced, shall fail thereafter to continue with diligence the curing thereof;
(c) the inability of Lessee to conduct its business at the Airport in substantially the same
manner and to the same extent as theretofore conducted, for a period of at least ninety (90) days,
because of (i) any law, (ii) any rule, order, judgment, decree, regulation, or other action or non -
action of any Governmental authority, board, agency or officer having jurisdiction thereof,
(d) if the fixed improvements placed upon the demised premises are totally destroyed or
so extensively damaged that it would be impracticable or uneconomical to restore the same to
their previous condition as to which Lessee is the sole judge. In any such case, the proceeds of
insurance, if any, payable by reason of such loss shall be apportioned between Lessor and
Lessee, Lessor receiving the same proportion of such proceeds as the then expired portion of the
lease term bears to the fall term hereby granted, and Lessee receiving the balance thereof. If the
damage results from an insurable cause and is only partial and such that the said fixed
improvements can be restored to their prior condition within a reasonable time, then Lessee shall
restore the same with reasonable promptness, and shall be entitled to receive and apply the
proceeds of any insurance covering such loss to said restoration, in which event this agreement
shall not be canceled but shall continue in full force and effect, and in such case any excess
thereof shall belong to Lessee;
(e) the taking of the whole or any part of the demised premises by the exercise of any
right of condemnation or eminent domain.
25. Lessee's Reserved Rights - Nothing contained in this Agreement shall limit or
restrict in any way such lawful rights as Lessee may have now or in the future to maintain claims
against the federal, state, or municipal government, or any department or agency thereof, or
against any interstate body, commission or authority, or other public or private body exercising
governmental powers, for damages or compensation by reason of the taking or occupation, by
condemnation or otherwise, of all or a substantial part of the demised premises, including fixed
improvements thereon, or of all or a material part of the Airport with adverse effects upon
Lessee's use and enjoyment of the demised premises for the purposes hereinabove set forth; and
Lessor hereby agrees to cooperate with Lessee in maintenance of any just claim of said nature,
and to refrain from hindering, opposing, or obstructing the maintenance thereby by Lessee.
26. Assignment and Subletting - It is expressly agreed and understood that any and all
obligations of Lessee hereunder may be fulfilled or discharged either by Lessee or by a Licensed
member of The Hertz Corporation, duly appointed thereto by The Hertz Corporation, and that
any and all privileges of every kind granted Lessee hereunder extends to any Licensee so
appointed; provided, however, that notwithstanding the method of operation employed by Lessee
hereunder any appointed Licensee shall continue to remain directly liable to Lessor for the
performance of all terms and conditions of this lease. Except hereinabove set out, the premises
may not be sublet, in whole or in part, and Lessee shall not assign this agreement without prior
written consent of Lessor, nor permit any transfer by operation of law of Lessee's interest created
hereby, other than by merger or consolidation.
27. Other Use - Lessee shall not use or permit the use of the demised premises or any
part thereof for any purpose or use other than as authorized by this agreement unless such
purpose or use is expressly approved by the Lessor in writing.
28. Liens - Lessee shall cause to be removed any and all liens of any nature arising
out of or because of any construction performed by Lessee or any of its contractors or
subcontractors upon the demised premises or arising out of or because of the performance of any
work or labor upon or the furnishing of any materials for use at said premises, by or at the
direction of Lessee.
29. Time - In computing Lessee's term within which to cure any default as required
by this Lease, there shall be excluded all delays due to strikes, lockouts, acts of God and the
public enemy, or by order or direction or other interference by any municipal, State, Federal or
other governmental department, board, or commission having jurisdiction, or other causes
beyond Lessee's control.
30. Paragl!qph Headings - Paragraph headings herein are intended only to assist in
reading identification and are not in limitation or enlargement of the content of any paragraph.
31. Notices - Any notice of other communication from either party to the other
pursuant to this agreement is sufficiently given or communicated if sent by registered mail, with
proper postage and registration fees prepaid, addressed to the party for whom intended, at the
following addresses:
For Lessor:
Director of Airports
3491 S. Roosevelt Blvd.
Key West, FL. 33040
And
Monroe County Attorney's Office
1111 12 1h St, Suite 408
Key West, FL. 33040
Park Ridge, NJ 07656
Attn: Staff Vice President,
Real Estate and Concesions
or to such other address as the party being given such notice shall from time to time designate to
the other by notice given in accordance herewith.
32. Severabilily. If any term, covenant, condition or provision of this Agreement (or
the application thereof to any circumstance or person) shall -be declared invalid or unenforceable
to any extent by a court of competent jurisdiction, the remaining terms, covenants, conditions
and provisions of this Agreement, shall not be affected thereby; and each remaining term,
covenant, condition and provision of this Agreement shall be valid and shall be enforceable to
the fullest extent permitted by law unless the enforcement of the remaining terms, covenants,
conditions and provisions of this Agreement would prevent the accomplishment of the original
intent of this Agreement. The Lessor and Lessee agree to reform the Agreement to replace any
stricken provision with a valid provision that comes as close as possible to the intent of the
stricken provision.
33. Binding Effect. The terms, covenants, conditions, and provisions of this
Agreement shall bind and inure to the benefit of the Lessor and Lessee and their respective legal
representatives, successors, and assigns
34. 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.
35. Adjudication of Disputes or Disagreements. Lessor and Lessee agree that all
disputes and disagreements shall be attempted to be resolved by meet and confer sessions
between representatives of each of the parties. If no resolution can be agreed upon within 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.
36. Cooperation. In the event any administrative or legal proceeding is institutcd
against either party relating to the formation, execution, performance, or breach of this
Agreement, Lessor and Lessee agree to participate, to the extent required by the other party, in
all proceedings, hearings, processes, meetings, and other activities related to the substance of this
Agreement or provision of the services under this Agreement. Lessor and Lessee specifically
agree that no party to this Agreement shall be required to enter into any arbitration proceedings
related to this Agreement.
37. Code of Ethics. Lessor agrees that officers and employees of the Lessor
recognize and will be required to comply with the standards of conduct for public officers and
employees as delineated in Section 112.313, Florida Statutes, regarding, but not limited to,
solicitation or acceptance of gifts; doing business with one's agency; unauthorized
compensation; misuse of public position, conflicting employment or contractual relationship; and
disclosure or use of certain information.
38. No Solicitation/Pqyment. The Lessor and Lessee 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 Lessee agrees that the Lessor shall have the right to terminate this Agreement
without liability and, at its discretion, recover the full amount of such fee, commission,
percentage, gift, or consideration.
39. Public Access. The Lessor and Lessee shall allow and permit reasonable access
to, and inspection of, all documents, papers, letters or other materials in its possession or under
its control subject to the provisions of Chapter 119, Florida Statutes, and made or received by the
Lessor and Lessee in conjunction with this Agreement; and the Lessor shall have the right to
unilaterally cancel this Agreement upon violation of this provision by Lessee.
40. Non -Waiver of Immunity. Notwithstanding the provisions of Sec. 768.28, Florida
Statutes, the participation of the Lessor and the Lessee in this Agreement and the acquisition of
any commercial liability insurance coverage, self-insurance coverage, or local government
liability insurance pool coverage shall not be deemed a waiver of immunity to the extent of
liability coverage, nor shall any contract entered into by the Lessor be required to contain any
provision for waiver.
41. Privileges and Immunities. All of the privileges and immunities from liability,
exemptions from laws, ordinances, and rules and pensions and relief, disability, workers'
compensation, and other benefits which apply to the activity of officers, agents, or employees of
any public agents or employees of the Lessor, when performing their respective functions under
this Agreement within the territorial limits of the County shall apply to the same degree and
extent to the performance of such functions and duties of such officers, agents, volunteers, or
employees outside the territorial limits of the County.
42. 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.
43. Non -Reliance by Non -Parties. No person or entity shall be entitled to rely upon
the terms, or any of them, of this Agreement to enforce or attempt to enforce any third -party
claim or entitlement to or benefit of any service or program contemplated hereunder, and the
Lessor and the Lessee agree that neither the Lessor nor the Lessee or any agent, officer, or
employee of either shall have the authority to inform, counsel, or otherwise indicate that any
particular individual or group of individuals, entity or entities, have entitlements or benefits
under this Agreement separate and apart, inferior to, or superior to the community in general or
for the purposes contemplated in this Agreement.
44. No Personal Liability. No covenant or agreement contained herein shall be
deemed to be a covenant or agreement of any member, officer, agent or employee of Lessor in
his or her individual capacity, and no member, officer, agent or employee of Lessor shall be
liable personally on this Agreement or be subject to any personal liability or accountability by
reason of the execution of this Agreement.
45. 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.
46. Lessor's Reserved Fights. Notwithstanding anything herein contained that
may be, or appear to be, to the contrary, it is expressly understood and agreed that the rights
granted under this agreement are nonexclusive and the Lessor herein reserves the right to grant
similar privileges to another Lessee or other Lessees on other parts of the Airport.
47. Covenant of No Interest. Lessor and Lessee covenant that neither presently
has any interest, and shall not acquire any interest, which would conflict in any manner or degree
with its performance under this Agreement, and the only interest of each is to perform and
receive benefits as recited in this Agreement.
48. Attestations. Lessee agrees to execute such documents as the Lessor may
reasonably require, to include a Public Entity Crime Statement, an Ethics Statement, and a Drug -
Free Workplace Statement.
9
a) General. The federal Transportation Security Administration is the federal agency
primarily responsible for oversccing 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.
f) Airport Security Program. The airport tenant agrees to become familiar, to the extent
isle -
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 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.
(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.
i) Hold Harmless; Indemnification; Defense; Release; Survival. Notwithstanding any
minimum insurance requirements prescribed elsewhere in this Agreement, the airport tenant
agrees to hold harmless, indemnify, defend and release the airport operator, and the airport
operator's elected and appointed officers and employees, from any claims, actions, causes of
action, litigation, administrative proceedings, appellate proceedings, or other proceedings
relating to any and all types of injury, including death, loss, damage, fines, penalties, or
business interruption of any nature whatsoever, of or to any person or property in connection
with the use of the airport property under this Agreement, regardless of causation and including
criminal acts of third parties; and especially including any and all fines, penalties, out of pocket
expenses, attorney's fees and costs, and costs of remediation or additional security measures
required to be implemented by any governmental agency (including but not limited to the
Federal Aviation Administration and the Transportation Security Administration) resulting
from a violation of any federal law or federal regulation. This sub -section shall survive the
cancellation or termination of this Agreement.
50. Mutual Review. This agreement has been carefully reviewed by the Lessee and
the Lessor. Therefore, this agreement is not to be construed against either party on the basis of
authorship.
51. Final Understanding. This agreement is the parties' final mutual understanding. It
replaces any earlier agreements or understandings, whether written or oral. This agreement
cannot be modified or replaced except by another written and signed agreement.
IN WITNESS WHEREOF, each party has caused this agreement to be executed by a
duly authorized representative.
(SEAL) BOARD OF COUNTY COMMISSIONERS
ATTEST: DANNY L. KOLHAGE, CLERK OF MONROE COUNTY, FLORIDA
-40
MayorlChairmanto B THE HE ORATION:
ATTEST: y
imon Ellis, Staff Vice President,
By: Title: Real Estate and Concessions
REA
Neale R. Bedrock
Title: Assistant
Secretary-
c-