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06/15/2022 Agreement Kevin Madok, cpA Q ........ Clerk of the Circuit Court& Comptroller— Monroe County, Florida DATE: Jul}' 18, 2022 TO: Beth Ieto, Airports Business Manager, K"'IA FROM: Pamela G. Hancol("" C. SUBJECT: June 15' BOCC Meeting Attaclied are copies ol'tlie lollomng itents for},our liandfing: I I Master Agreement for Professional Senlices"'itli Volmire Aviation, Inc for Air Sen'ice Dei,clopnicrit Consulting Senices for both Monroe Count}'Airports. 14 2nd Ainen(Inient to Airport Operating Agreement %%1it11 Inc., to operate its transportation network business at Kc}' NVest International Airport tlirouglijul}' 16, 2027. Should N'ou liai,c anN•questions please feel free to contact me at (305) 292-3550. Cc: Count}'Attornc}, Finance File KEY WEST MARATHON PLANTATION KEY PK/ROTH BUILDING 500 Whitehead Street 3117 Overseas Highway 88820 Overseas Highway 50 High Point Road Key West,Florida 33040 Marathon,Florida 33050 Plantation Key,Florida 33070 Plantation Key,Florida 33070 305-294-4641 305-289-6027 305-852-7145 305-852-7145 MASTER AGREEMENT FOR PROFESSIONAL SERVICES THIS AGREEMENT, made and executed as of the 15th day of June, 2022,by and between Volaire Aviation,Inc.,with a place of business at 8500 E. 116th Street, Suite 728,Fishers,Indiana 46038 (hereinafter called "Consultant") and MONROE COUNTY, a political subdivision of the State of Florida,represented by its Board of County Commissioners(hereinafter called"County"), collectively referred to herein as "Parties", provides as follows: 1. THE CONTRACT The contract between the County and the Consultant, of which this agreement is a part, consists of the contract documents, which are as follows: This agreement and any amendments executed by the parties hereafter,together with the response to RFQ and all required insurance documentation. In the event of a discrepancy between the documents,precedence shall be determined by the order of the documents as just listed. 2. SCOPE OF THE WORK The Consultant shall provide Air Service Development Consulting Services for the County. The Consultant warrants that it is authorized by law to engage in the performance of the activities herein described, subject to the terms and conditions set forth in these contract documents. The Consultant shall at all times exercise independent, professional judgment and shall assume professional responsibility for the services to be provided. Consultant shall provide services using the following standards, as a minimum requirement: A. The Consultant shall maintain adequate staffing levels to provide the services enumerated in Exhibit C, Specifications, as required under this agreement. B. The personnel shall not be employees of or have any contractual relationship with the County. To the extent that Consultant uses subcontractors or independent contractors; this agreement specifically requires that the level of independence normally exercised by such subcontractors and independent contractors be curtailed and that they be supervised by the Consultant. C. All personnel engaged in performing services under this contract shall be fully qualified, and, if required, to be authorized or permitted under State and local law to perform such services. 3. PAYMENTS TO THE CONSULTANT A. County's performance and obligation to pay under this agreement, is contingent upon annual appropriation by the Board of County Commissioners. B. County shall pay in accordance with the Florida Local Government Prompt Payment Act; payment will be made after delivery and inspection by COUNTY and upon submission of invoice by CONTRACTOR. C. The Consultant shall submit to the County an invoice on a monthly schedule in arrears with supporting documentation acceptable to the Clerk in accordance with billing and expense rates contained within Exhibit "A." Acceptability to the Clerk is based on 1 generally accepted accounting principles and such laws, rules and regulations as may govern the Clerk's disbursal of funds. D. Travel Expenses - Travel expenses within the Consultant's local area, defined as a radius of 50 miles from the timekeeper's office, will not be reimbursed and time in transit is not billable. Travel expenses outside the local area may only be reimbursed if the travel was approved in advance by County. Reimbursable travel expenses are the cost of transportation by the least expensive practicable means (e.g., coach class air travel), the cost of reasonable hotel accommodations, and the cost of transportation while out of town (e.g., by cab or rental car, whichever is reasonable, at the lowest available rate). Cab fare to and from the originating airport is reimbursable. Expenses will be reimbursed in accordance with the applicable provisions of Florida Statute 112.061 for "approved travelers" and of the Monroe County Code Chapter 2, Article 3 and shall be summarized on the Monroe County Travel Form by the Consultant with all applicable receipts attached thereto. 4. TERM OF CONTRACT The term of this contract is for five (5)years, commencing on the Pt day of August 2022, and ending on the 3Pt day of July, 2027. 5. CONSULTANT'S ACCEPTANCE OF CONDITIONS A. The Consultant hereby agrees that he has fully acquainted himself with both the Key West International Airport and Florida Keys Marathon International Airport for which he shall provide services and has made investigations to fully satisfy himself that such site(s) is (are) correct and suitable for this work and he assumes full responsibility therefor. The provisions of the Agreement shall control any inconsistent provisions contained in the specifications. All specifications have been read and carefully considered by the Consultant, who understands the same and agrees to their sufficiency for the work to be done. Under no circumstances, conditions, or situations shall this Agreement be more strongly construed against the County than against the Consultant. B. Any ambiguity or uncertainty in the specifications shall be interpreted and construed by the County, and its decision shall be final and binding upon all parties. C. The passing, approval, and/or acceptance by the County of any of the services furnished by the Consultant shall not operate as a waiver by the County of strict compliance with the terms of this Agreement, and specifications covering the services. Failure on the part of the Consultant, immediately after Notice to Correct shall entitle the County, if it sees fit, to correct the same and recover the reasonable cost of such replacement and/or repair from the Consultant, who in any event shall be jointly and severally liable to the County for all damage, loss, and expense caused to the County by reason of the Consultant's breach of this Agreement and/or his failure to comply strictly and in all things with this Agreement and with the specifications. 2 D. The Consultant agrees that the County Administrator may designate representatives to visit the Consultant's facility(ies) periodically to conduct random open file evaluations during the Consultant's normal business hours. E. The Consultant has, and shall maintain throughout the term of this agreement, appropriate licenses and approvals required to conduct its business, and that it will at all times conduct its business activities in a reputable manner. Proof of such licenses and approvals shall be submitted to the County upon request. 6. CONSULTANT'S BOOKS, RECORDS AND DOCUMENTS Consultant shall maintain all books, records, and documents directly pertinent to performance under this Agreement in accordance with generally accepted accounting principles consistently applied. Records shall be retained for a period of seven years from the termination of this agreement or for a period of three years from the submission of the final expenditure report as per 2 CFR §200.333, whichever is greater. Each party to this Agreement or their authorized representatives shall have reasonable and timely access to such records of each other party to this Agreement for public records purposes during the term of the Agreement and for seven years following the termination of this Agreement. If an auditor employed by the County or Clerk of Courts determines that monies paid to Consultant pursuant to this Agreement were spent for purposes not authorized by this Agreement, the Consultant shall repay the monies together with interest calculated pursuant to Sec. 55.03, FS, running from the date the monies were paid to Consultant. 7. PUBLIC ACCESS Public Records Compliance. Consultant must comply with Florida public records laws,including but not limited to Chapter 119, Florida Statutes and Section 24 of article I of the Constitution of Florida. The County and Consultant shall allow and permit reasonable access to, and inspection of, all documents, records, papers, letters or other "public record" materials in its possession or under its control subject to the provisions of Chapter 119, Florida Statutes, and made or received by the County and Consultant in conjunction with this contract and related to contract performance. The County shall have the right to unilaterally cancel this contract upon violation of this provision by the Consultant. Failure of the Consultant to abide by the terms of this provision shall be deemed a material breach of this contract and the County may enforce the terms of this provision in the form of a court proceeding and shall, as a prevailing party, be entitled to reimbursement of all attorney's fees and costs associated with that proceeding. This provision shall survive any termination or expiration of the contract. The Consultant is encouraged to consult with its advisors about Florida Public Records Law in order to comply with this provision.Pursuant to F.S. 119.0701 and the terms and conditions of this contract, the Consultant is required to: (1) Keep and maintain public records that would be required by the County to perform the service. (2) Upon receipt from the County's custodian of records, provide the County with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. (3) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of 3 the contract term and following completion of the contract if the Consultant does not transfer the records to the County. (4) Upon completion of the contract, transfer, at no cost, to the County all public records in possession of the Consultant or keep and maintain public records that would be required by the County to perform the service. If the Consultant transfers all public records to the County upon completion of the contract, the Consultant shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Consultant keeps and maintains public records upon completion of the contract, the Consultant shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the County, upon request from the County's custodian of records, in a format that is compatible with the information technology systems of the County. (5) A request to inspect or copy public records relating to a County contract must be made directly to the County, but if the County does not possess the requested records, the County shall immediately notify the Consultant of the request, and the Consultant must provide the records to the County or allow the records to be inspected or copied within a reasonable time. If the Consultant does not comply with the County's request for records, the County shall enforce the public records contract provisions in accordance with the contract, notwithstanding the County's option and right to unilaterally cancel this contract upon violation of this provision by the Consultant. A Consultant who fails to provide the public records to the County or pursuant to a valid public records request within a reasonable time may be subject to penalties under Section 119.10,Florida Statutes. Consultant shall not transfer custody, release, alter, destroy or otherwise dispose of any public records unless or otherwise provided in this provision or as otherwise provided by law. IF THE CONSULTANT HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONSULTANT'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS, BRIAN BRADLEY, AT (305) 292-3470 BRADLEY-BRIAN@MONROECOUNTY-FL.GOV, MONROE COUNTY ATTORNEY'S OFFICE, 1111 12th STREET, SUITE 408, KEY WEST, FL 33040. 8. HOLD HARMLESS AND INSURANCE Indemnification/Hold Harmless. Notwithstanding any minimum insurance requirements prescribed elsewhere in this agreement, Consultant shall defend, indemnify and hold the County and the County's elected and appointed officers and employees harmless from and against(i) any claims, actions or causes of action, (ii) any litigation, administrative proceedings, appellate proceedings, or other proceedings relating to any type of injury (including death), loss, damage, fine,penalty or business interruption, and(iii)any costs or expenses(including,without limitation, costs of remediation and costs of additional security measures that the Federal Aviation Administration, the Transportation Security Administration or any other governmental agency requires by reason of, or in connection with a violation of any federal law or regulation, attorneys' 4 fees and costs, court costs, fines and penalties)that may be asserted against, initiated with respect to, or sustained by, any indemnified party by reason of, or in connection with, (A) any activity of Consultant or any of its employees, agents, contractors or other invitees on the Airport during the term of this Agreement, (B) the negligence or willful misconduct of Consultant or any of its employees, agents, contractors or other invitees, or (C) Consultant's default in respect of any of the obligations that it undertakes under the terms of this Agreement, except to the extent the claims, actions, causes of action, litigation, proceedings, costs or expenses arise from the intentional or sole negligent acts or omissions of the County or any of its employees, agents, contractors or invitees (other than Consultant). Insofar as the claims, actions, causes of action, litigation, proceedings, costs or expenses relate to events or circumstances that occur during the term of this Agreement, this section will survive the expiration of the term of this Agreement or any earlier termination of this Agreement. The extent of liability is in no way limited to, reduced, or lessened by the insurance requirements contained elsewhere within this agreement. Prior to execution of this agreement, the consultant shall furnish the County Certificates of Insurance indicating the minimum coverage limitations as set forth in Exhibit B, and all other requirements found to be in the best interest of Monroe County as may be imposed by the Monroe County Risk Management Department. 9. INDEPENDENT CONTRACTOR At all times and for all purposes under this agreement the Consultant is an independent contractor and not an employee of the Board of County Commissioners of Monroe County. No statement contained in this agreement shall be construed so as to find the Consultant or any of his employees, contractors, servants, or agents to be employees of the Board of County Commissioners of Monroe County. 10. NONDISCRIMINATION Consultant agrees that there will be no discrimination against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred, this Agreement automatically terminates without any further action on the part of any party, effective the date of the court order. Consultant agrees to comply with all Federal and Florida statutes, and all local ordinances, as applicable, relating to nondiscrimination. These include but are not limited to: 1) Title VII of the Civil Rights Act of 1964 (PL 88-352), which prohibit discrimination in employment on the basis of race, color,religion, sex, and national origin; 2) Title IX of the Education Amendment of 1972, as amended (20 USC §§ 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 § 794), which prohibits discrimination on the basis of handicaps; 4) The Age Discrimination Act of 1975, as amended (42 USC §§ 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 91616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912, §§ 523 and 527(42 USC §§ 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 §§ 3601 et seq.), as amended, relating to nondiscrimination in the 5 sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC §§ 12101), as amended from time to time, relating to nondiscrimination in employment on the basis of disability; 10) Monroe County Code Chapter 14, Article 11, which prohibits discrimination on the basis of race, color, sex, religion, national origin, ancestry, sexual orientation, gender identity or expression,familial status or age; and 11) any other nondiscrimination provisions in any federal or state statutes which may apply to the parties to, or the subject matter of, this Agreement. 11. ASSIGNMENT/SUBCONTRACT The Consultant shall not assign or subcontract its obligations in their entirety under this agreement, except in writing and with the prior written approval of the Board of County Commissioners of Monroe County, which approval shall be subject to such conditions and provisions as the Board may deem necessary. This paragraph shall be incorporated by reference into any assignment or subcontract and any assignee or subcontractor shall comply with all of the provisions of this agreement. Unless expressly provided for therein, such approval shall in no manner or event be deemed to impose any additional obligation upon the board. The prohibition against assignment or subcontracting shall not apply in those instances where the Consultant contracts a sub-consultant to perform a portion of the Consultant's obligations under the terms of the agreement. 12. COMPLIANCE WITH LAW In providing all services/goods pursuant to this agreement, the Consultant shall abide by all statutes, ordinances, rules and regulations pertaining to, or regulating the provisions of, such services, including those now in effect and hereinafter adopted. Any violation of said statutes, ordinances, rules and regulations shall constitute a material breach of this agreement and shall entitle the Board to terminate this contract immediately upon delivery of written notice of termination to the Consultant. The consultant shall possess proper licenses to perform work in accordance with these specifications throughout the term of this agreement. 13. DISCLOSURE AND CONFLICT OF INTEREST The Consultant represents that it,its directors,principals and employees,presently have no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of services required by this Agreement, as provided in Sect. 112.311, et. seq.,Florida Statutes. County agrees that officers and employees of the County recognize and will be required to comply with the standards of conduct for public officers and employees as delineated in Section 112.313, Florida Statutes, regarding, but not limited to, solicitation or acceptance of gifts; doing business with one's agency; unauthorized compensation; misuse of public position, conflicting employment or contractual relationship; and disclosure or use of certain information. The County and Consultant warrant that, in respect to itself, it has neither employed nor retained any company or person, other than a bona fide employee working solely for it, to solicit or secure this Agreement and that it has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working solely for it, any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For the breach or violation of the provision,the Consultant agrees that the County shall have the right to terminate this Agreement without liability and, at its discretion, to offset from monies owed, or otherwise recover, the full amount of such fee, commission, percentage, gift, or consideration. 6 14. NO PLEDGE OF CREDIT The Consultant shall not pledge the County's credit or make it a guarantor of payment or surety for any contract, debt, obligation, judgment, lien, or any form of indebtedness. The Consultant further warrants and represents that it has no obligation or indebtedness that would impair its ability to fulfill the terms of this contract. 15. NOTICE REQUIREMENT Any notice required or permitted under this agreement shall be in writing and hand delivered or mailed, postage prepaid, to the other party by certified mail, returned receipt requested, to the following: FOR COUNTY County Administrator and County Attorney 1100 Simonton Street PO Box 1026 Key West, FL 33040 Key West, Fl. 33041-1026 FOR CONSULTANT: Michael Lum Volaire Aviation, Inc. 8500 E. 116th Street, Suite 728 Fishers, Indiana 46038 16. TAXES The County is exempt from payment of Florida State Sales and Use taxes. The Consultant shall not be exempted by virtue of the County's exemption from paying sales tax to its suppliers for materials used to fulfill its obligations under this contract, nor is the Consultant authorized to use the County's Tax Exemption Number in securing such materials. The Consultant shall be responsible for any and all taxes, or payments of withholding, related to services rendered under this agreement. 17. TERMINATION A. The County may terminate this Agreement for cause with fifteen (15) days' notice to the Consultant. Cause shall constitute a breach of the obligations of the Consultant to perform the services enumerated as the Consultant's obligations under this contract. B. Either of the parties hereto may terminate this contract without cause by giving the other party thirty (60) days written notice of its intention to do so. 18. GOVERNING LAW, VENUE, INTERPRETATION, COSTS, AND FEES A. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to contracts made and to be performed entirely in the State. B. In the event that any cause of action or administrative proceeding is instituted for the enforcement or interpretation of this Agreement, the County and Consultant agree that venue 7 will lie in the appropriate court or before the appropriate administrative body in Monroe County, Florida. C. The County and Consultant agree that, in the event of conflicting interpretations of the terms or a term of this Agreement by or between any of them the issue shall be submitted to mediation prior to the institution of any other administrative or legal proceeding. D. Severability. If any term, covenant, condition or provision of this Agreement (or the application thereof to any circumstance or person) shall be declared invalid or unenforceable to any extent by a court of competent jurisdiction, the remaining terms, covenants, conditions and provisions of this Agreement, shall not be affected thereby; and each remaining term, covenant, condition and provision of this Agreement shall be valid and shall be enforceable to the fullest extent permitted by law unless the enforcement of the remaining terms, covenants, conditions and provisions of this Agreement would prevent the accomplishment of the original intent of this Agreement. The County and Consultant agree to reform the Agreement to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. E. Attorney's Fees and Costs. The County and Consultant agree that in the event any cause of action or administrative proceeding is initiated or defended by any party relative to the enforcement or interpretation of this Agreement,the prevailing party shall be entitled to reasonable attorney's fees, court costs,investigative, and out-of-pocket expenses, as an award against the non- prevailing party, and shall include attorney's fees, courts costs, investigative, and out-of-pocket expenses in appellate proceedings. Mediation proceedings initiated and conducted pursuant to this Agreement shall be in accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the circuit court of Monroe County. F. Adjudication of Disputes or Disagreements. County and Consultant agree that all disputes and disagreements shall be attempted to be resolved by meet and confer sessions between representatives of each of the parties. If no resolution can be agreed upon within 30 days after the first meet and confer session,the issue or issues shall be discussed at a public meeting of the Board of County Commissioners. If the issue or issues are still not resolved to the satisfaction of the parties, then any party shall have the right to seek such relief or remedy as may be provided by this Agreement or by Florida law. G. Cooperation. In the event any administrative or legal proceeding is instituted against either party relating to the formation, execution,performance, or breach of this Agreement, County and Consultant agree to participate, to the extent required by the other party, in all proceedings, hearings, processes, meetings, and other activities related to the substance of this Agreement or provision of the services under this Agreement. County and Consultant specifically agree that no party to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement. 19. BINDING EFFECT The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to the benefit of the County and Consultant and their respective legal representatives, successors, and assigns. 8 20. 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. 21. CLAIMS FOR FEDERAL OR STATE AID Consultant and County agree that each shall be, and is, empowered to apply for, seek, and obtain federal and state funds to further the purpose of this Agreement; provided that all applications, requests, grant proposals, and funding solicitations submitted by the Consultant shall be approved by the County prior to submission. 22. PRIVILEGES AND IMMUNITIES All of the privileges and immunities from liability, exemptions from laws, ordinances, and rules and pensions and relief, disability, workers' compensation, and other benefits which apply to the activity of officers, agents, or employees of any public agents or employees of the County, when performing their respective functions under this Agreement within the territorial limits of the County shall apply to the same degree and extent to the performance of such functions and duties of such officers, agents, volunteers, or employees outside the territorial limits of the County. 23. 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. 24. NON-RELIANCE BY NON-PARTIES. No person or entity shall be entitled to rely upon the terms, or any of them, of this Agreement to enforce or attempt to enforce any third-party claim or entitlement to or benefit of any service or program contemplated hereunder, and the County and the Consultant agree that neither the County nor the Consultant or any agent, officer, or employee of either shall have the authority to inform, counsel, or otherwise indicate that any particular individual or group of individuals, entity or entities, have entitlements or benefits under this Agreement separate and apart, inferior to, or superior to the community in general or for the purposes contemplated in this Agreement. 25. ATTESTATIONS Consultant agrees to execute such documents as the County may reasonably require, to include a Public Entity Crime Statement, an Ethics Statement, and a Drug-Free Workplace Statement. 26. 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 9 Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. 27. 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. 28. SECTION HEADINGS Section headings have been inserted in this Agreement as a matter of convenience of reference only, and it is agreed that such section headings are not a part of this Agreement and will not be used in the interpretation of any provision of this Agreement. 29. COVENANT OF NO INTEREST County and Consultant covenant that neither presently has any interest, and shall not acquire any interest,which would conflict in any manner or degree with its performance under this Agreement, and that only interest of each is to perform and receive benefits as recited in this Agreement. 30. CODE OF ETHICS County agrees that officers and employees of the County recognize and will be required to comply with the standards of conduct for public officers and employees as delineated in Section 112.313, Florida Statutes, regarding, but not limited to, solicitation or acceptance of gifts; doing business with one's agency;unauthorized compensation; misuse of public position, conflicting employment or contractual relationship; and disclosure or use of certain information. 31. NO SOLICITATION/PAYMENT The County and Consultant warrant that, in respect to itself, it has neither employed nor retained any company or person, other than a bona fide employee working solely for it, to solicit or secure this Agreement and that it has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working solely for it, any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For the breach or violation of the provision,the Consultant agrees that the County shall have the right to terminate this Agreement without liability and, at its discretion, to offset from monies owed, or otherwise recover, the full amount of such fee, commission, percentage, gift, or consideration. 32. NON-WAIVER OF IMMUNITY Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the participation of the County and the Consultant in this Agreement and the acquisition of any commercial liability insurance coverage, self-insurance coverage, or local government liability insurance pool coverage shall not be deemed a waiver of immunity to the extent of liability coverage, nor shall any contract entered into by the County be required to contain any provision for waiver. 33. FEDERAL, STATE AND LOCAL LAW The Consultant shall comply with all federal, state, county and local laws, ordinances, rules and regulations now and hereafter in force which may be applicable to the operation of its business at 10 the airport, including the minimum standards for fixed base operators, as amended from time to time. 34. AIRPORT SECURITY REQUIREMENTS. a. General. The federal Transportation Security Administration is the federal agency primarily responsible for overseeing the security measures utilized by the airport owner pursuant to the relevant provisions of Chapter 49, United States Code, and regulations adopted under the authority of the Code, including but not limited to 49 CFR 1540, et seq. Violations of the statutes or regulations may result in severe civil monetary penalties being assessed against the airport operator. It is the intent of the airport operator that the burdens and consequences of any security violations imposed upon the airport operator as a result of actions by an airport tenant or the airport tenant's employees, agents, invitees, or licensees shall be borne by the airport tenant. b. Airport Tenant Defined. An airport tenant means any person, entity, organization, partnership, corporation, or other legal association that has an agreement with the airport operator to conduct business on airport property. The term also includes an airport tenant as defined in 49 CFR 1540.5. Each signatory to this Agreement, other than the airport operator,is an airport tenant. c. Airport Operator Defined. As used in this Agreement, airport operator means Monroe County, Florida, its elected and appointed officers, and its employees. d. Airport Property Defined. Airport property shall mean the property owned or leased by, or being lawfully used by, the airport operator for civil aviation and airport-related purposes. For purposes of this Agreement, airport property is the property generally referred to as the Key West Airport, the Marathon Airport, or both as may be set forth in this Agreement. e. Inspection Authority. The airport tenant agrees to allow Transportation Security Administration(TSA) authorized personnel, at any time or any place, to make inspections or tests, including copying records, to determine compliance of the airport operator or airport tenant with the applicable security requirements of Chapter 49, United States Code, and 49 CFR 1540, et seq. 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, 11 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 12 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 34.h shall survive the cancellation or termination of this Agreement, and shall be in full force and effect. 35. FEDERALLY REQUIRED CONTRACT PROVISIONS The CONSULTANT and its subcontractors must follow the provisions, as applicable, as set forth in 2 C.F.R. §200.326 Contract Provisions and 2 C.F.R., Appendix II to Part 200, as amended, including but not limited to: 35.1 Clean Air Act(42 U.S.C. §§7401-7671q.) and the Federal Water Pollution Control Act(33 U.S.C. §§1251-1387) as amended. CONSULTANT agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. §§7401-7671q) and the Federal Water Pollution Control Act as amended(33 U.S.C. §§1251-1387) and will report violations to FEMA and the Regional Office of the Environmental Protection Agency (EPA). The Clean Air Act(42 U.S.C. §§7401-7671q.) and the Federal Water Pollution Control Act(33 U.S.C. §§1251-1387), as amended, applies to Contracts and subgrants of amounts in excess of$150,000. 13 35.2 Rights to Inventions Made Under a Contract or Agreement. If the Federal award meets the definition of "funding agreement" under 37 CFR §401.2 (a) and the recipient or subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that "funding agreement," the recipient or subrecipient must comply with the requirements of 37 CFR Part 401, "Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements," and any implementing regulations issued by the awarding agency. 35.3 Debarment and Suspension (Executive Orders 12549 and 12689). A contract award (see 2 CFR 180.220)must not be made to parties listed on the government wide exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 CFR 180 that implement Executive Orders 12549 (3 CFR part 1986 Comp., p. 189)and 12689 (3 CFR part 1989 Comp., p. 235), "Debarment and Suspension." SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549. 35.4 Byrd Anti-Lobbying Amendment (31 U.S.C. §1352). Contractors that apply or bid for an award exceeding $100,000 must file the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. §13 52. Each tier must also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the non-Federal award. 35.5 Compliance with Procurement of Recovered Materials as set forth in 2 CFR § 200.322. CONSULTANT must comply with section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include procuring only items designed in guidelines of the Environmental Protection Agency (EPA at 40 CFR part 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines. (1) In the performance of this contract, the CONSULTANT shall make maximum use of products containing recovered materials that are EPA-designated items unless the product cannot be acquired; (i)Competitively within a timeframe providing for compliance with the contract performance schedule; (ii) Meeting contract performance requirements; or (iii) At a reasonable price. (2) Information about this requirement, along with the list of EPA-designated items, is available at EPA's Comprehensive Procurement Guidelines web site, https://www.epa.gov/smm/comprehensive-procurement-guideline-cpg- program. 35.6 Prohibition on certain telecommunications and video surveillance services or equipment as set forth in 2 CFR§200.216. Recipients and subrecipients and their contractors and subcontractors 14 may not obligate or expend any federal funds to (1) Procure or obtain; (2) Extend or renew a contract to procure or obtain; or(3)Enter into a contract(or extend or renew a contract)to procure or obtain equipment, services, or systems that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system. As described in Public Law 115-232, section 889, covered telecommunications equipment is telecommunications equipment produced by Huawei Technologies Company or ZTE Corporation (or any subsidiary or affiliate of such entities). (i) For the purpose of public safety, security of government facilities, physical security surveillance of critical infrastructure, and other national security purposes, video surveillance and telecommunications equipment produced by Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, or Dahua Technology Company (or any subsidiary or affiliate of such entities). (ii) Telecommunications or video surveillance services provided by such entities or using such equipment. (iii) Telecommunications or video surveillance equipment or services produced or provided by an entity that the Secretary of Defense, in consultation with the Director of the National Intelligence or the Director of the Federal Bureau of Investigation, reasonably believes to be an entity owned or controlled by, or otherwise connected to, the government of a covered foreign country. 35.7 Domestic preference for procurements as set forth in 2 CFR §200.322 The COUNTY and CONSULTANT should, to the great extent practicable, provide a preference for the purchase, acquisition, or use of goods, products, or materials produced in the United States (including but not limited to iron, aluminum, steel, cement, and other manufactured products). These requirements of this section must be included in all subawards including contracts and purchase orders for work or products under federal award. For purposes of this section: (1) "Produced in the United States" means, for iron and steel products, that all manufacturing processes,from the initial melting stage through the application of coatings, occurred in the United States. (2) "Manufactured products" means items and construction materials composed in whole or in part of non-ferrous metals such as aluminum; plastics and polymer-based products such as polyvinyl chloride pipe; aggregates such as concrete; glass, including optical fiber; and lumber. 35.8 Americans with Disabilities Act of 1990, as amended (ADA) — The CONSULTANT will comply with all the requirements as imposed by the ADA, the regulations of the Federal government issued thereunder, and the assurance by the CONSULTANT pursuant thereto. 35.9 Disadvantaged Business Enterprise (DBE) Policy and Obligation - It is the policy of the COUNTY that DBE's, as defined in 49 C.F.R. Part 26, as amended, shall have the opportunity to participate in the performance of contracts financed in whole or in part with COUNTY funds under this Agreement. The DBE requirements of applicable federal and state laws and regulations apply to this Agreement. The COUNTY and its CONSULTANT agree to ensure that DBE's have the opportunity to participate in the performance of this Agreement. In this regard, all recipients and contractors shall take all necessary and reasonable steps in accordance with 2 C.F.R. § 200.321(as set forth in detail below), applicable federal and state laws and regulations to ensure that the DBE's have the opportunity to compete for and perform contracts. The COUNTY and the CONSULTANT and subcontractors shall not discriminate on the basis of race, color, national origin or sex in the award and performance of contracts, entered pursuant to this Agreement. 15 2 C.F.R. § 200.321 CONTRACTING WITH SMALL AND MINORITY BUSINESSES, WOMEN'S BUSINESS ENTERPRISES, AND LABOR SURPLUS AREA FIRMS a. If the CONSULTANT, with the funds authorized by this Agreement, seeks to subcontract goods or services, then, in accordance with 2 C.F.R. §200.321, the CONSULTANT shall take the following affirmative steps to assure that minority businesses, women's business enterprises, and labor surplus area firms are used whenever possible. b. Affirmative steps must include: (1) Placing qualified small and minority businesses and women's business enterprises on solicitation lists; (2) Assuring that small and minority businesses, and women's business enterprises are solicited whenever they are potential sources; (3) Dividing total requirements, when economically feasible, into smaller tasks or quantities to permit maximum participation by small and minority businesses, and women's business enterprises; (4) Establishing delivery schedules, where the requirement permits, which encourage participation by small and minority businesses, and women's business enterprises; (5) Using the services and assistance, as appropriate, of such organizations as the Small Business Administration and the Minority Business Development Agency of the Department of Commerce. (6) Requiring the Prime contractor, if subcontractor are to be let, to take the affirmative steps listed in paragraph (1)through (5) of this section. 35.10 The Consultant shall utilize the U.S. Department of Homeland Security's E-Verify system to verify the employment eligibility of all new employees hired by the Consultant during the term of the contract and shall expressly require any subcontractors performing work or providing services pursuant to the contract to likewise utilize the U.S. Department of Homeland Security's E-Verify system to verify the employment eligibility of all new employees hired by the subcontractor during the contract term. 35.11 EQUAL EMPLOYMENT OPPORTUNITY During the performance of this Agreement, the CONSULTANT, in accordance with Equal Employment Opportunity (30 Fed. Reg. 12319, 12935, 3 C.F.R. Part, 1964-1965 Comp., p. 339), as amended by Executive Order 11375, Amending Executive Order 11246 Relating to Equal Employment Opportunity, and implementing regulations at 41C.F.R. Part 60 (Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor). See 2 C.F.R. Part 200, Appendix 11, ¶C, agrees as follows: 1) The CONSULTANT will not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, gender identity, or national origin. The CONSULTANT will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex, sexual orientation, gender identity, or national origin. Such action shall include, but not be limited to the following:Employment,upgrading, demotion, or transfer,recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The CONSULTANT agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the contracting officer setting forth the provisions of this nondiscrimination clause. 16 2) The CONSULTANT will, in all solicitations or advertisements for employees placed by or on behalf of the consultant, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, sexual orientation, gender identity, or national origin. 3) The CONSULTANT will not discharge or in any other manner discriminate against any employee or applicant for employment because such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee or applicant. This provision shall not apply to instances in which an employee who has access to the compensation information of other employees or applicants as a part of such employee's essential job functions discloses the compensation of such other employees or applicants to individuals who do not otherwise have access to such information, unless such disclosure is in response to a formal complaint or charge, in furtherance of an investigation, proceeding, hearing, or action, including an investigation conducted by the employer, or is consistent with the CONSULTANT's legal duty to furnish information. 4) The CONSULTANT will send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice to be provided by the agency contracting officer, advising the labor union or workers' representative of the consultant's commitments under section 202 of Executive Order 11246 of September 24, 1965, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 5) The CONSULTANT will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. 6) The CONSULTANT will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by the rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the contracting agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders. 7) In the event of the CONSULTANT's non-compliance with the nondiscrimination clauses of this contract or with any of such rules, regulations, or orders, this contract may be canceled, terminated or suspended in whole or in part and the consultant may be declared ineligible for further Government contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. 8) The CONSULTANT will include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1) through (7) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The CONSULTANT will take such action with respect to any subcontract or purchase order as the administering agency may direct as a means of 17 enforcing such provisions, including sanctions for non-compliance;provided,however,that in the event CONSULTANT becomes involved in,or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the administering agency the CONSULTANT may request the United States to enter into such litigation to protect the interests of the United States 36. MUTUAL REVIEW This agreement has been carefully reviewed by Consultant and the County, therefore this agreement is not to be construed against either party on the basis of authorship. IN WITNESS WHEREOF the parties eet® have executed this Agreement on the day and �JQ,-Jo-fj.rSt written above in two(2)counterparts, each of is shall,without proof or accounting 'itkuth,.er counterparts, be deemed an original contract. BOARD OF COUNTY COMMISSIONERS Attc,stf KEVIN MADOK, CLERK OF MONROE COUNTY,FLORIDA By:By: As Deputy Clerk Mayor/Chai6f6'n NFROE COUNTY ATMANEY CONSULT NT WOVE FORM y® P ASSI 6L2 2 itle: AZlTORNEY r Director and Managing Partner ........... 152 T 18 VOLAIRE EXHIBIT A AVIATION COIN5U ..TIN PRICING Volaire Aviation Pricing Proposal to Key West International Airport Years One and Two (August 1, 2022 through July 31, 2024) Service/Deliverable Fee Airline Headquarters Meeting (first in calendar year) $10,000 (business case presentation, meeting attendance, conference calls) Airline Headquarters Meeting (each subsequent meeting per contract year) $9,000 Industry Conference Meetings (first per conference) $5,000 (Examples: JumpStart, Routes, Volaire Aviation Airports Conference) Industry Conference Meetings (subsequent per conference) $3,500 Data Reports (per calendar year) $4,500 (weekly schedule change, quarterly traffic) Economic Impact Study of Existing Service $14,500 Community visit to present findings of study Included Economic Impact Study of New Service (one scenario) $8,500 Community visit to present findings of study is not included Leakage and Retention Study $15,500 Community visit to present findings of leakage and retention study Included Small Community Air Service Development Proposal $15,500 Community visit to explain the SCASD process Included Community Visit (to provide air service/state of airline industry update and/or $5,000 discuss other air service issues impacting the community) Expenses (for above services/deliverables only) Included Ad Hoc Services (for work not listed above) $250/hour Expenses (for ad hoc services only) As Incurred ........................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................ Monroe County, Florida and Key West International Airport Proposal for Air Service Development Consultant Services Volaire Aviation, Inc. 19 VOLAIRE AVIATION COIN5U ..TIN Volaire Aviation Pricing Proposal to Key West International Airport Years Three, Four and Five (August 1, 2024 through July 31, 2027) Service/Deliverable Fee Airline Headquarters Meeting (first in calendar year) $11,000 (business case presentation, meeting attendance, conference calls) Airline Headquarters Meeting (each subsequent meeting per contract year) $9,500 Industry Conference Meetings (first per conference) $5,000 (Examples: JumpStart, Routes, Volaire Aviation Airports Conference) Industry Conference Meetings (subsequent per conference) $3,500 Data Reports (per calendar year) $5,000 (weekly schedule change, quarterly traffic) Economic Impact Study of Existing Service $14,500 Community visit to present findings of study Included Economic Impact Study of New Service (one scenario) $8,500 Community visit to present findings of study is not included Leakage and Retention Study $15,000 Community visit to present findings of leakage and retention study Included Small Community Air Service Development Proposal $15,000 Community visit to explain the SCASD process Included Community Visit (to provide air service/state of airline industry update and/or $5,500 discuss other air service issues impacting the community) Expenses (for above services/deliverables only) Included Ad Hoc Services (for work not listed above) $300 /hour Expenses (for ad hoc services only) As Incurred ........................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................ Monroe County, Florida and Key West International Airport Proposal for Air Service Development Consultant Services Volaire Aviation, Inc. 20 EXHIBIT B WORKERS' COMPENSATION INSURANCE REQUIREMENTS Prior to the commencement of work governed by this Agreement, the Consultant shall obtain Workers' Compensation Insurance with limits sufficient to respond to Florida Statute 440. In addition, the Consultant shall obtain Employers' Liability Insurance with limits of not less than: $100,000 Bodily Injury by Accident $500,000 Bodily Injury by Disease, policy limits $100,000 Bodily Injury by Disease, each employee Coverage shall be maintained throughout the entire term of the Agreement. Coverage shall be provided by a company or companies authorized to transact business in the State of Florida and the company or companies must maintain a minimum rating of A-VI, as assigned by the A.M. Best Company. If the Consultant has been approved by Florida's Department of Labor, as an authorized self- insurer, the County shall recognize and honor the Consultant's status. The Consultant may be required to submit a Letter of Authorization issued by the Department of Labor and a Certificate of Insurance, providing details on the Consultant's Excess Insurance Program. If the Consultant participates in a self-insurance fund, a Certificate of Insurance will be required. In addition, the Consultant may be required to submit updated financial statements from the fund upon request from the County. 21 GENERAL LIABILITY INSURANCE REQUIREMENTS Prior to the commencement of work governed by this Agreement, the Consultant shall obtain General Liability Insurance. Coverage shall be maintained throughout the life of the contract and include, as a minimum: • Premises Operations • Products and Completed Operations • Blanket Contractual Liability • Personal Injury Liability • Expanded Definition of Property Damage The minimum limits acceptable shall be: $300,000 Combined Single Limit (CSL) If split limits are provided, the minimum limits acceptable shall be: $100,000 per Person $300,000 per Occurrence $ 50,000 Property Damage An Occurrence Form policy is preferred. If coverage is provided on a Claims Made policy, its provisions should include coverage for claims filed on or after the effective date of this contract. In addition, the period for which claims may be reported should extend for a minimum of twelve (12) months following the acceptance of work by the County. The Monroe County Board of County Commissioners shall be named as Additional Insured on all policies issued to satisfy the above requirements. 22 VEHICLE LIABILITY INSURANCE REQUIREMENTS Recognizing that the work governed by this Agreement requires the use of vehicles, the Consultant, prior to the commencement of work, shall obtain Vehicle Liability Insurance. Coverage shall be maintained throughout the life of the contract and include, as a minimum, liability coverage for: • Owned, Non-Owned, and Hired Vehicles The minimum limits acceptable shall be: $100,000 Combined Single Limit (CSL) If split limits are provided, the minimum limits acceptable shall be: 50,000 per Person $100,000 per Occurrence $25,000 Property Damage The Monroe County Board of County Commissioners shall be named as Additional Insured on all policies issued to satisfy the above requirements. 23 EXHIBIT C SPECIFICATIONS The Respondent(s) awarded a contract shall provide Key West International Airport and the Florida Keys Marathon Airport with the following service; A. Air Service Development • Provide general consulting services • Provide representation for the airport in airline meetings • Analyze passenger traffic,revenue and average fare data • Prepare marketing and business reports. • Contact targeted airlines at airport request • Assist in negotiations with carriers for air service. • Conduct community presentations upon request. 24 VOLAIRE AVIATION COIN5UL-TINQ- Non-Collusion Affidavit NON.-COLLUSIONAFF'IDAVIT 1,Mchal.C._,LunJ.L__of the city of_0,akl,asj, according to law on my oath,and under penalty of perjury,depose and say that: I. I area Wc,h,aeLC. Lurn,ilr --of the rly-111 of Volaire Aviation, Inc. the bidder making the Proposal tbr the project described in the Notice for Calling tor bids for: _AjrjSQ_ _Q vell pment Qons.uftJ!.1_gLSerAces and that I executed the said proposal with full authority to do so: 1 the prices in this bid have been arrived at independently without collusion, consultation, communication or agreement For the purpose of restricting competWon, as to any matter relating to such prices with any other bidder or with any competitor; 3. unless, otherwise required by I"IrW, the prices which have been quoted in this bid have not been knowingly disclosed by the bidder and will not,knowingly be disclosed by the bidder prior to bid opening,directly or indirectly,to any other bidder or to any competitor;and 4, no attempt has been made or will be made b the bidder to induce any other person, partnership or corporation. to submit, or not to submit, a bid for the purpose of restricting competition; 5. the statements,contained in this affidavit are true and correct,and made with full knowledge that Monroe County relies upon the truth of the statements contained in this affidavit in awarding contracts, for said project. 7 �2022 (Signature of Bidder) (Date) TX STAT E 0 F COUNTY OF,-- Subscribed and swoint, (or qf4med) before me, Y means, of Sphysical preseru; or Cl online notarizatio� (date) by (name of affiant). , He/She is personally known to me or has produced 5 r -6fl5dontificatior as identification. ILOROBER'rO MORENO 11CrXRT 130 B IrlIC tary M#13 W245.5 cummis5ion Expjre�,January 29, 2023E ........................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................ Monroe County, Florida and Key West International Airport Proposal for Air Service Development Consultant Services Volaire Aviation, Inc. 25 VOLAIRE AVIATION COIN5UL-TINQ- Lobbying and Conflict of Interest Form LOBBYING AND CONFLICT OF INTERESTFORM' .SWORN STATEMENT UNDER ORDINANCE NO, 10-1990, MONROE COIJNT-Yl-FLORIDA ETHICS CLAUSE.'. Michael C. Lum, Jr warrants that he/it has not employed, retained or otherwise had act on his/its behalf any formcr COUnty officer or employee in violation of Section 2 o�r Ordinance No. 10-1,9910 or any County officer or employee in violation of Section 3 of Ordinance No. 10-1990. For breach or violation ofthis provision the County may,in its discrction, terminate this contract without liability and may also, in its discretion, deduct from the contract or purchase price, or otherwise recover, the full arTIOUnt of any fee, commission, percentage, gift, or consideration paid to the foriner County officer or employee, 4� (Signature) '7 (Date) STATE OF: T--Y\ COIJNTY Sbscribed and sworn to (or alf rmed) before ine, by means of physic Ali presence or 0 online notarization, oil IT u (date) by L! (narne of( lialrit), He/Ae i-s personally known to me or has prod6ced n �jea ior 5e, (type Of44 tj ri ti identification, PUBLIC V pe,.� PABLO ROBERTO MORENO 5 Notary 10# 131872.45 my co'rMiiission Expires january 29, 2023 ........................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................ Monroe County, Florida and Key West International Airport Proposal for Air Service Development Consultant Services Volaire Aviation, Inc. 26 VOLAIRE AVIATION COIN5UL-TINQ- Drug Free Workplace Form DRIJG-FREE WORKPLACE FORM The undersigned vender in accordance with Horida Statute 287.1087 hereby certifies that- Valaire Aviafi=JM.,.__.__ (Name of Business) 1.Publish a statement notifying employees that the unlawful manufacture,distribution,dispensing, possession, or use of a controlled substance is prohibited in the workplace and specif"ying the actions that will be taken against employees for violations of such prohibition. 2. Inform employees about the dangers of drug abuse in the workplace, the business's policy of' maintaining a drug-free workplace, any availahle drug counsehng, rehabilitation, and employee assistance prograrris, and the penalties that may be imposed upon employees for drug abuse; violations. 3. Give each employee engaged in providing the commodities or contractual services that are under bid a copy of the statement specified in subsection (1). 4. In the statement specified in subsection(1),notify the employees that,as a condition of working on the cornmodifies or contractual services that are under bid, the employee will abide by the terms of the staternent and will notify the employer of any conviction of, or plea of guilty or nolo conlendere to, any violation of Chapter 893 (1doricla Statutes) or of any controlled substance law of the United 'state-, or any state, for a violaflon occurring in the workplace no later than five (5) days after such conviction. 5, Impose a sanction on, or require the satisffictory participation in a drug abuse assistance or rehabilitation program if such is available in the employee's community, or any employee who is so convicted, 6�. Make a good faith effort to continue to maintain a drug-free workplace through irnplernentation of this section. As the person authorized to sign the statement, I ccrtify that this firm complies fiffly with the above requirements. Bidder's Sag nature Date ........................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................ Monroe County, Florida and Key West International Airport Proposal for Air Service Development Consultant Services Volaire Aviation, Inc. 27 VOLAIRE AVIATION COIN5UL-TINQ- Public Entity Crime Statement PUBLIC ENTrry CRIME STATEMEN]' "A person or affiliate who has been placed,on the convicted vendor list-following a conviction for public entity crirne may not submit a bid on a contract to provide any goods or services to apublic entity, may .ftot submit a bid on a contract with a public entity for the construction or repair of a public lea,gilding or public work, may not submit bids on leases of real property to public entity, may not be awarded or perlbrm work as,a contractor, supplier, subcontractor, o�r WRAC TO under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287,01.7, Florida Statutes, for CATEGORY TWO for a period of 36 months firorn the date of being placed on the convicted vendor list." I have read the above and state that neither Volaire Aviation, Inc, ... ........(Proposer' m s nae) nor any Affiliate has been placed oil the convicted vendor list within the last 36 months. (Signature) Date- May 13, 20,22 STATE OF: -T-X . ... . ......... COUN'ry OF: �"a Bum scan ed and sworn to 20 or affirrned) beff re me oil the day of by _(name of affiant). He/She is personally known to me or has produced (type of identification) as, identification. My eWrnis on P�.,xpir 421-- zo-o� 0 PABLO ROBERTO MORENO N RY PUBLI N4,y 10#131872455 �AY Commission Fxpi,,,,, -January 29, 2,023 Em ........................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................ Monroe County, Florida and Key West International Airport Proposal for Air Service Development Consultant Services Volaire Aviation, Inc. 28 VOLAIRE AVIATION COIN5UL-TINQ- Vendor Statement Regarding Scrutinized Companies VENDOR CERTIFICATION REGARDING SCRUTLNLZE D COMPANIES LISTS Project Description(s)-Air Service Develop ent Consulting Services Respondent Vendor Name: Volaire Aviation Vendor FEIN. Vendor's Authorized Representative Narnie andTitie-, Mi.chap_LC_LLM..1r- nirprtnr Address: 85OU f aS1_1,LC 2tb_ pia re_et_$,.uAe 728---- City- Fischers State: I N Zip. 46039 Phone Number: 972-896-9174 Email Address. Section 287.135, Florida Statutes,prohibits a company from bidding on, submitting a proposal for, or entering into or renewing a contract for goods or services of any aniount if, at the time of contracting or renewal, the company is on the Scrutinized Companies that Boycott Israel List, created pursuant to Section 215.4725, Florida Statutes,or is engag ed in a Boycott of Israel. Section 287.135, Florida Statutes, also prohibits a company f1rom bidding on, submitting a proposal for,or entering into or renewing a contract for goods or services of$1,000,000 or more, that are on either the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector Lists which were created pursuant to s. 215.473, Florida Statutes, or is engaged in business operations in Cuba or Syria, As the person authorized to sign on behalf" of Respondent, I hereby certify that the company identified above in the Section entitled"Respondent Vendor Name"is not listed on the Scrutinized Companies that Boycott Israel List or engaged in a boycott of Israel and for Projects of S 1,0�O�0,000 or more is not listed on either the Scrutinized Companies with Activities in Sudan List, the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or engaged in business operations in Cuba or Syria.. I understand that pursuant to Section 287,135, Florida Statutes, the submission of a false certification may subJect company to civil penalties, attorney's 'fees, and/or costs. I fudher understand that any contract with the County may be terminated, at the option of the County, if the company is found to have submitted a false certification or has beef] placed on the Scrutinized Companies that Boycott Israel List or engaged in a boycott of Israel or placed on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List or been em]ga. ed in business operations in.C"rmba or Syria. Certified By� _.Michael Q, Luml Jr who is authorized to sign on behaff of e above refqe, ,.ed r any. Authorized Signature: Print Name: Michaeq C, Lurn, Jr Note: The List are availab]e at the foliowing Department of Management Services Site, htto.//WwA[Wr,di,ns.miiyflorida.com/busii-iess, oMi:,Li(L(Ms/statc_Surchasijig/ve�iclor infonnation/convi 1kLqd—msoe as ........................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................ Monroe County, Florida and Key West International Airport Proposal for Air Service Development Consultant Services Volaire Aviation, Inc. 29 DATE(MMIDDIYYYY) C CERTIFICATE OF LIABILITY INSURANCE 01/27/2022 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTANAME:CT Michael Higgs The Ralston Group, LLC A/CNNo Ext: (317)572-1563 aIc No: (317)813-3022 8606 Allisonville Road Ste:240 E-MAIL hi m s eralston rou ADDRESS: gg th Ilc.com @ 9 p INSURER(S)AFFORDING COVERAGE NAIC# Indianapolis IN 46250 INSURERA: TWIN CITY FIRE INS CO(HARTFORD) 29459 INSURED INSURERB: HARTFORD FIRE AND IT'S P&C AFFILIATES 00914 Volaire Aviation Inc. INSURER C: 8500 E 116th St Unit 728 INSURER D: INSURER E: Fishers IN 46038 INSURERF: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR INSD WVD POLICY NUMBER MMIDD/YYYY MMIDD/YYYY X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 TE CLAIMS-MADE � OCCUR PREM SES DAMAGOEa occurrDence $ 1,000,000 MED EXP(Any one person) $ 10,000 A Y Y 36SBAIB9018 01/03/2022 01/03/2023 PERSONAL&ADV INJURY $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 4,000,000 POLICY❑ PRO ❑ LOC PRODUCTS-COMP/OP AGG $ 4,000,000 JECT OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 2,000,000 Ea accident X ANY AUTO BODILY INJURY(Per person) $ A X OWNED SCHEDULED Y Y 36SBAIB9018 01/03/2022 01/03/2023 BODILY INJURY(Per accident) $ /� AUTOS ONLY AUTOS XHIRED �/ NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY X AUTOS ONLY Per accident X UMBRELLA LIAB OCCUR EACH OCCURRENCE $ 1,000,000 A EXCESS LIAB CLAIMS-MADE Y Y 36SBAIB9018 01/03/2022 01/03/2023 AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION �/ PER OTH- AND EMPLOYERS'LIABILITY X STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE Y/N E.L.EACH ACCIDENT $ 1,000,000 B OFFICER/MEMBER EXCLUDED? ❑N NIA Y 36WECID3470 01/03/2022 01/03/2023 (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 1,000,000 Professional Liability Each Claim 2,000,000 A Y Y 36SBAIB9018 01/03/2022 01/03/2023 Aggregate 2,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Monroe County BOCC is named ADDITIONAL INSURED as regards to General Liability,Auto Liability,Worker Comp, Umbrella and Professional Liability to the policies. APPROVED BY RISK MANAGEMENT DATE. 1/27/2022 WAVER N/A YES CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Monroe County BOCC ACCORDANCE WITH THE POLICY PROVISIONS. Insurance Compliance AUTHORIZED REPRESENTATIVE PO Box 100085-FX Duluth GA 30096 ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD