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Item F06 BOARD OF COUNTY COMMISSIONERS AGENDA ITEM SUMMARY Meeting Date: November 20 2012 Division: County Administrator Bulk Item: Yes Department: Airports Staff Contact Person/Phone#: Peter Horton, 809-5200 AGENDA ITEM WORDING: Approval of Lease Agreement between VMD-MT Security LLC. and Monroe County for office and storage space at the Key West International Airport. ITEM BACKGROUND: Replacing Raytheon as the screening contractor for TSA at the Key West International Airport. PREVIOUS RELEVANT BOCC ACTION: NA mm... . CONTRACT/AGREEMENT....CHANGES: New Lease Agreement. .. ___m ._ ... ............1 .. . v ��.....��.....��������...........����......����.....w............��...... � ..�..m ....... STAFF RECOMMENDATION: Approval. TOTAL COST: NIA INDIRECT COST: NA BUDGETED: Yes DIFFERENTIAL OF LOCAL PREFERENCE: NA COST TO COUNTY: None SOURCE OF FUNDS: COST TO AIRPORT: NIA COST TO PFC: None REVENUE PRODUCING: Yes X 6 _ AMpasing T PER YEAR: $72,275.49 p APPROVED BY: Count Attorne OMB/Purc Risk Management Y Y DOCUMENTATION: Included X Not Required . DISPOSITION: AGENDA ITEM# MONROE COUNTY BOARD OF COUNTY COMMISSIONERS CONTRACT SUMMARY Contract# Contract with: VMD-MT Security LLC Effective Date: 10-01-2012 Expiration Date: Month to Month Contract Purpose/Description: Rental Space at the Key West International Airport Contract Manager: Peter Horton # 5200 Airports - Stop#5 (name) (Ext.) (Department/Stop) for BOCC meeting on: November 20, 2012 Agenda Deadline: November 6, 2012 ....... .. .. _.. ..u... CONTRACT COSTS Total Dollar Value of Contract: $72,275.49 Current Year Portion: Budgeted? Account Codes: Grant: County Match: NA ADDITIONAL COSTS Estimated Ongoing Costs: For: . (not included in dollar value above) (eg. maintenance, utilities,janitorial,salaries,etc.) ._........................ ............. .......... .....__... ........ ......... . ......w.. CONTRACT REVIEW Changes Date In Needed Reviewer Date Out Yes No Airports Director / / t ter orlon Risk Management �` 'for Risk Management O.M.B./Purc�dsing f OMB County Attorney / / ( ) ( ) County Attorney Comments: MONROE COUNTY BOARD OF COUNTY COMMISSIONERS .................. ._ _ ... ..... .e .m ..................__ _........_..._ _ w ....................................... .................................................._............ ._._. _.. ......... CONTRACT SUMMARY Contract# Contract with: VMD-MT Security LLC Effective Date: 10-01-2012 Expiration Date: Month to Month Contract Purpose/Description: Rental Space at the Key West International Airport Contract Manager: Peter Horton # 5200 Airports - Stop#5 (name) (Ext.) (Department/Stop) for BOCC meeting on: November 20, 2012 Agenda Deadline: November 6, 2012 . ........ ._............._........................ ,.. .m_ ..... ......... _ ...... _ .. .... CONTRACT COSTS Total Dollar Value of Contract: $72,275.49 Current Year Portion: Budgeted? Account Codes: Grant: County Match: NA ADDITIONAL COSTS Estimated Ongoing Costs: For: . (not included in dollar value above) _...._m__.. (eg. maintenance, utilities,Janitorial salaries etc.) ...... . ..... ._ _... .....m._....__.,,,,,_ ,�,,, ..,_.,P.. .. .. ..... CONTRACT REVIEW Changes Date In Needed Reviewer Date Out Yes No Airports Director Peter Horton Risk Management for Risk Management .,O.M.B./Purchasing Count Attorney C . Ar . Comments: , ..... . LEASE AGREEMENT KEY WEST INTERNATIONAL AIRPORT VMD-MT SECURITY, LLC This lease agreement is entered into by and between Monroe County, a political subdivision of the State of Florida, whose address is Gato Building, 1100 Simonton Street, Key West, FL 33040 (hereafter COUNTY, LESSOR or OWNER) and VMD-MT SECURITY LLC., whose address is 11440 Commerce Park Dr. Suite 400, Reston, Va. 20191 (hereafter VMD-MT, TENANT or LESSEE). IN CONSIDERATION of the mutual covenants, promises and premises herein contained, the parties hereto agree as follows: I. Premises. The LESSOR leases unto the LESSEE for its exclusive use office and storage space as shown in exhibit "A" (attached) at the Key West International Airport, Key West, Monroe County, Florida, as follows: A. Private office space area of 1287 rentable square feet (the"Office Space"). B. Storage space area of 414 square feet(the "Storage Space"). 2. Term. The above-described premises are leased to the Lessee on a month-to-month basis beginning October 1, 2012. 3. Rent. The rent for the premises, including utilities, shall be set in accordance with airport standard rates and charges at a rate of$42.49 per square foot/annually which equals $6,022.96 per month, or$72,275.49 per year, plus tax for both the Office Space and the Storage Space. 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, or in accordance with the Airport's standard rates and charges as revised annually, whichever is greater. Rent 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. Upon the failure of LESSEE to pay any installments when due, the COUNTY will be entitled to charge and collect, and LESSEE will be obligated to pay, a late fee of two percent (2%) of any such amount, if paid within thirty (30) days of the date due, and five percent (50%) of any such amount, not paid within thirty (30) days of the date due. Such late fees will be in addition to the amount of rent due. The acceptance by the COUNTY of the overdue rental installment plus applicable late fees shall cure what would otherwise constitute a default by LESSEE under the to of this Lease. The COUNTY, at its option, however, may refuse a proffered overdue rental installment and late fees, declare a default, and proceed according to paragraph 12 of this Lease. In the event that any check, draft, or negotiable instrument by which LESSEE has tendered any rent 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) for such dishonored instrument. Such penalty fee shall also be in addition to the amount of rent due. The acceptance by the COUNTY of the rental 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 installment and applicable late fees and penalties, declare a default, and proceed according to paragraph 12 of this Lease. R OCTI 22012 4. LESSOR's Covenants. The LESSOR hereby covenants and agrees with the LESSEE as follows: A. The LESSEE shall have reasonable ingress, egress and access privileges to the leased premises. B. The LESSEE, on keeping the covenants and agreements by him herein contained, shall have quiet and peaceful enjoyment of the demised premises without any interruptions by the LESSOR, or by any person or persons claiming by,through or under it. C. LESSOR shall be responsible for and shall properly maintain the building in which the Premises are located, all common areas and all access and egress to the Premises, including but not limited to all mechanical, electrical and building systems, roof, windows, and walls, in at least as good condition as at the time of the commencement of this Lease. 5. LESSEE's Covenants. The LESSEE hereby covenants and agrees with the LESSOR as follows: A. To pay the rent and other charges herein reserved at the times and in the manner provided for by this lease; 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, delayed or conditioned; C. LESSEE agrees to obtain and provide supervision for janitorial services to the Premises at LESSEE's cost and to keep and maintain the 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. Not to conduct its business operations at the Premises in violation of any requirements of the validly constituted public authorities or any federal, state or local statute, ordinance, regulation, or standard applicable to LESSEE or its use of the 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 use commercially reasonable efforts to control the conduct, manner and appearance of its officers, agents employees and invitees, and upon objection from the Director of Airports or his designee concerning the conduct, manner or appearance of any such persons, LESSEE shall forthwith take commercially reasonable steps necessary to remove the cause of the objection; F. To make no improper or unlawful or offensive use of said Premises, and to permit the LESSOR or its agents to inspect the Premises at all reasonable times, subject to reasonable regulation by LESSEE for business or security purposes, for the purpose of viewing the condition thereof, G. LESSEE covenants that he shall maintain and operate and use the premises in compliance with 49 CFR, Part 21, Nondiscrimination in Federally Assisted Programs of the Department of Transportation, as said Regulations may be amended. More particularly, Lessee covenants that: 2 a) no person on the grounds of race, color, national origin, or sex shall be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination in the use of the Premises; b) in the construction of any improvements on the Premises and the furnishing of services thereon, no person on the grounds of race, color, national origin, or sex shall be excluded from participation in, denied the benefits of, or otherwise be subjected to discrimination; and c) LESSEE will 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 based of disability; 10) Secs. 13-101, et seq., Monroe County Code, relating to discrimination based on race, color, sex, religion, disability, national origin, ancestry, sexual orientation, gender identify or expression, familial status or age; 1 1) Any other nondiscrimination provisions in any Federal or State statutes which may apply to the parties to, or the subject matter of, this Lease. The LESSEE expressly understands that upon a determination by a court of competent jurisdiction that the LESSEE has discriminated against any person, this agreement automatically terminates without any further action on the part of any party, effective the date of the Court order. H. LESSEE expressly agrees for itself, its successors and assigns to prevent any use of the Premises which would interfere with or adversely affect the operation or maintenance of the airport, or otherwise constitute an airport hazard. I. The Leased Premises and the Airport are subject to the terms of those certain Sponsor°s Assurances made to guarantee the public use of the Airport as incident to grant agreements between the LESSOR and the United States of America as amended. The parties represent that none of the provisions of this Lease violate any of the Sponsor's Assurance agreement; and J. 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 Lease are exclusive only as to the Premises and are with respect to the other areas of the Airport and the LESSOR herein reserves the right to grant similar privileges to another lessee on other parts of the airport. 6. Leasehold Improvements — Upon approval by LESSOR, LESSEE during the term hereof, may, at its own expense, install, maintain, operate, repair and replace any and all trade fixtures and other personal property useful from time to time in connection with its operation on the Airport, all of which shall be and remain the property of LESSEE and may be removed by LESSEE prior to or within a 3 reasonable time after expiration of the Term of this Lease; 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 (excluding movable partitions), doors and 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 hot water generators; and all refrigerator rooms or vaults and refrigerated waste rooms 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. 7. Investment by the LESSEE - All leasehold improvements and their titles shall vest immediately in Monroe County upon their acceptance by the County. 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. 8. Assignment. This Lease may not be assigned, or the Premises subleased, without the written permission of the LESSOR which shall not be unreasonably withheld, delayed or conditioned. 9. 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 rernediation 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, attorney'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, beyond all applicable cure periods, 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. 10. 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: 4 For Lessor: For Lessee: County Administrator VMD-MT SECURITY, LLC 1100 Simonton Street Vivek Malhorta Key West, FL 33040 11440 Commerce Park Dr., Suite 400 Reston, Va. 20191 With a copy to: County Attorneys Office 1111 12 1h St. Suite 408 Key West, FL 33040 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. 11. Insurance Requirements. a. LESSEE will obtain or possess the following insurance coverage's and will provide Certificates of Insurance to LESSOR to verify such coverage: General Liability. LESSEE shall provide coverage for all premises and operations including Products and Completed Operations, Blanket Contractual Liability, Personal Injury Liability, and Expanded Definition of Property Damage. The limits shall not be less than: $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 Vehicle Liability. Prior to LESSEE taking possession of the Premises governed by this Lease, LESSEE shall purchase Vehicle Liability Insurance. Coverage shall be maintained throughout the life of the Lease 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 All Risk Property Insurance. Prior to LESSEE taking possession of the Premises governed by this Lease, LESSEE shall purchase All Risk Property Insurance with limits no less than the Replacement Cost value of the Premises. Coverage shall be maintained throughout the life of this Lease and include, as a minimum, coverage for: 5 Fire Lightning Vandalism Sprinkler Leakage Sinkhole Collapse Failing Objects Windstorm Smoke Explosion Civil Commotion Aircraft and Vehicle Damage Flood Workers' Compensation— LESSEE shall obtain Workers' Compensation Insurance with limits sufficient to respond to Florida Statute 440 Employers' Liability—LESSEE 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. b. The Monroe County Board of County Commissioners will be included as"Additional Insured" on all policies, except for Workers' Compensation, issued to satisfy the above requirements. c. 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 days prior notification is given to the LESSOR by the insurer. d. The acceptance and/or approval of LESSEE's insurance shall not be construed as relieving LESSEE from any liability or obligation assumed under this lease or imposed by law. e. LESSEE shall maintain the required insurance throughout the entire Term of this Lease and any extensions which may be entered into. The LESSOR, at its sole option, has the right to request a certificate of insurance for any and all insurance policies required by this Lease. Failure to comply with this provision shall be considered a default and the LESSOR may terminate the lease in accordance with Paragraph 12. f. 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. 12. Default. The failure of LESSEE to perform any of the covenants of this lease, which failure shall continue for a period of fifteen (15) days after notice thereof is given to LESSEE in writing by the LESSOR, shall constitute a default under the terms of this Lease. However, if the nature of the default is such that can not be reasonably cured within the 15 day period, then the defaulting party shall not be deemed in default if it commences such cure within the 15 day period and diligently pursues such cure to completion. In the event of a default by LESSEE beyond all applicable cure periods, LESSOR may, at its option, declare the Lease forfeited and may immediately re-enter and take possession of the Leased Premises and this Lease shall terminate. If it shall be necessary to employ the services of an attorney in order to enforce its rights under this agreement, the LESSOR shall be entitled to reasonable attorney's fees. Waiver of a default in any particular month shall not bind the LESSOR to forego the provisions of this paragraph and any subsequent default shall be grounds for termination. 13. Governing Law, Venue, Interpretation, Costs, and Fees: This Lease 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 6 venue will lie in the appropriate court or before the appropriate administrative body in Monroe County, Florida. The LESSOR and LESSEE agree that, in the event of conflicting interpretations of the terms or a term of this Lease by or between any of them the issue shall be submitted to mediation prior to the institution of any other administrative or legal proceeding. 14. Severabilily. If any term, covenant, condition or provision of this Lease (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 Lease, shall not be affected thereby; and each remaining term, covenant, condition and provision of this Lease 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 Lease would prevent the accomplishment of the original intent of this Lease. The LESSOR and LESSEE agree to reform the Lease to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. 15. Attorney's Fees and Costs. The LESSOR and LESSEE agree that in the event any cause of action or administrative proceeding is initiated or defended by any party relative to the enforcement or interpretation of this Lease, 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 Lease shall be in accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the circuit court of Monroe County. 16. Binding Effect. The terms, covenants, conditions, and provisions of this Lease shall bind and inure to the benefit of the LESSOR and LESSEE and their respective legal representatives, successors, and assigns. 17. Authority. Each party represents and warrants to the other that the execution, delivery and performance of this Lease have been duly authorized by all necessary County and corporate action, as required by law. 18. Claims for Federal or State Aid. LESSEE and LESSOR agree that each shall be, and is, empowered to apply for, seek, and obtain federal and state funds to further the purpose of this Lease; provided that all applications, requests, grant proposals, and funding solicitations shall be approved by each party prior to submission. 19. 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. This paragraph does not apply where a default has occurred under the provisions of this Lease. 20. Cooperation. In the event any administrative or legal proceeding is instituted against either party relating to the fort-nation, execution, performance, or breach of this Lease, 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 Lease or provision of the services under this 7 Lease. LESSOR and LESSEE specifically agree that no party to this Lease shall be required to enter into any arbitration proceedings related to this Lease. A party who requests the other party's participation in accordance with the terms of this paragraph shall pay all reasonable expenses by the other party by reason of such participation. 21. 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 Lease, and that the only interest of each is to perform and receive benefits as recited in this Lease. 22. 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. 23. No Sol icitation/Payment. 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 Lease 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 Lease. 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, to offset from monies owed, or otherwise recover, the full amount of such fee, commission, percentage, gift, or consideration. 24. 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 Lease; and the LESSOR shall have the right to unilaterally cancel this Agreement upon violation of this provision by LESSEE. 25. Non-Waiver of Immunity. Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the participation of the LESSOR and the LESSEE in this Lease 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. 26. 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 Lease within the territorial limits of the LESSOR 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 LESSOR. 27. Legal Obligations and Responsibilities: Non-Delegation of Constitutional or Statutory Duties. This Lease 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 8 satisfaction of the obligation or responsibility. Further, this Lease is not intended to, nor shall it be construed as, authorizing the delegation of the constitutional or statutory duties of the LESSOR, except to the extent permitted by the Florida constitution, state statute, and case law. 28. Non-Reliance by Non-Parties. No person or entity shall be entitled to rely upon the terms, or any of them, of this Lease 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 Lease separate and apart, inferior to, or superior to the community in general or for the purposes contemplated in this Lease. 29. 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 Lease or be subject to any personal liability or accountability by reason of the execution of this lease. 30. Execution in Counterparts. This Lease 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 Lease by signing any such counterpart. 31. Section Headings. Section headings have been inserted in this Lease as a matter of convenience of reference only, and it is agreed that such section headings are not a part of this Lease and will not be used in the interpretation of any provision of this Lease. 32. Termination of Lease. During the term of this lease, either of the parties hereto may cancel this agreement without cause by giving the other party thirty days written notice of its intention to do so. 33. FAA Requirements. The parties shall comply with FAA Required Lease Clauses, which are listed in Exhibit"B", attached hereto and made a part hereof. 34. Compliance with Rules and Regulations. LESSEE shall comply with all State, Federal and County laws, statutes, ordinances, rules and regulations, including but not limited to the rules and regulations as set forth in the airport's minimum standards, as any of the same may be amended from time to time, all additional laws, statutes, ordinances, regulations and rules of the federal state and county governments, and any and all plans and programs developed in compliance therewith, which may be applicable to its operations, as any of the same may be amended from time to time, including specifically, without limiting the generality thereof, federal air and safety laws and regulations and federal, state, and county environmental, hazardous waste and materials and natural resources laws, regulations and permits and FAA Airport Improvement Program Grant Compliance requirements. 35. AIRPORT SECURITY. a) General. The federal Transportation Security Administration is the federal agency primarily responsible for overseeing the security measures utilized by the airport owner pursuant to the relevant provisions of Chapter 49, United States Code, and regulations adopted under the authority of the Code, including but not limited to 49 CFR 1540, et seq. Violations of the statutes or regulations may result in severe civil monetary penalties being assessed against the airport operator. It is the intent of the airport 9 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 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 10 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 11 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 Linder 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 rernediation 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. 36. Mutual Review. This Lease has been carefully reviewed by LESSEE and LESSOR, therefore this Lease is not to be construed against either party on the basis of authorship. THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK. 12 IN WITNESS WHEREOF, the parties have caused this lease to be executed this ,--- day of ., 2012. (SEAL) BOARD OF COUNTY COMMISSIONERS ATTEST: DANY L. KOLHAGE, CLERK OF MONROE COUNTY, FLORIDA By...... ..................... ............ By Deputy Clerk Mayor/Chairperson WITNESSES: V�D-MT SEC�I JR TY LLC ... ........... ......................................Vive-I'Malhorta m E� COUNTY NE N.P Flo D AS 0 CAr ASSIS'TAN'L- L 13 SECURITY, LLC LEASE AGREEMENT CC ER 2012 EXHIBIT 'A'-OFFICE AND STORAGESPACE i { ' OFFICE REST, OFFICE OFFICE OFFICE FFICE rm zzr¢ ., PRfiP&T EARCH RM. , I CO are ® ❑' BAGGAGE STORAGE ROOM SCREENING ROOM azr OFFICE I z )FFICE OFFICE OFFICE OFFICE '® OFFICE OFFICE OFFICE ME 22TC OFFICE OFFICE z ,��• OFFICE EXHIBIT B FAA REQUIRED LEASE CLAUSES I. This lease shall be subject to review and re-evaluation at the end of each I year period, by the airport owner and the rent may be adjusted according to their action, not to exceed the Consumer Price Index rate during the last 12 month period, or; Land less improvements will be appraised every 5 years and the adjusted rental will be based on normally 10-12 percent of the appraised value. If disputed, lessor obtains appraisal at his expense and lessor/lessee equally share expense for review appraisal that establishes fair market value. 2. The tenant for himself, his personal representatives, successors in interest, and assigns, as a part of the consideration hereof, does hereby covenant and agree that (1) no person on the grounds of race, color, or national origin shall be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination in the use of said facilities, (2) that in the construction of any improvements on, over or under such land and the furnishing or services thereon, no person on the grounds of race, color, or national origin shall be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination, (3) that the tenant shall use the premises in compliance with all other requirements imposed by or pursuant to Title 49, Code of Federal Regulations, Department of Transportation, Subtitle A, Office of the Secretary, Part 21, Nondiscrimination in Federally-assisted programs of the Department of Transportation-Effactuation of Title VI of the Civil Rights Act of 1964, and as said Regulations may be amended. That in the event of breach of any of the above nondiscrimination covenants, Airport Owner shall have the right to terminate the lease and to re-enter as if said lease had never been made or issued. The provision shall not be effective until the procedures of Title 49, Code of Federal Regulations, Part 21 are followed and completed including exercise or expiration of appeal rights. 3. It shall be a condition of this lease, that the lessor reserves unto itself, its successors and assigns, for the use and benefit of the public, a right of flight for the passage of aircraft in the airspace above the surface of the real property hereinafter described, together with the right to cause in said airspace such noise as may be inherent in the operation of aircraft, now known or hereafter used, for navigation of or flight in the said airspace, and for use of said airspace for landing on, taking off from or operating on the airport. That the Tenant expressly agrees for itself, its successors and assigns, to restrict the height of structures, objects of natural growth and other obstructions on the hereinafter described real property to such a height so as to comply with Federal Aviation Regulations, Part 77. That the Lessee expressly agrees for itself, its successors and assigns, to prevent any use of the hereinafter described real property which would interfere with or adversely affect the operation or maintenance of the airport, or otherwise constitute an airport hazard. 4. This lease and all provisions hereof are subject to any ordinances rules or regulation which have been, or may hereafter be adopted by the Airport Owner pertaining to the Key West International Airport. 5. Notwithstanding anything herein contained that may be, or appear to be, to the contrary, it is expressly understood and agreed that the rights granted under this agreement are nonexclusive and the Lessor herein reserves the right to grant similar privileges to another Lessee or other Lessees on other parts of the airport.