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02/21/2024 Agreement GVS COURTq° o: A Kevin Madok, CPA - �o ........ � Clerk of the Circuit Court& Comptroller Monroe County, Florida �z cooN DATE: March 5, 2024 TO: Beth Leto, Airports Business Manager, KWIA FROM: Liz Yongue, Deputy Clerk SUBJECT: February 21, 2024 BOCC Meeting The following item has been executed and added to the record: I10 Lease Agreement with Greyhound Lines, Inc. for 492 square feet of office and support space located in the airport support services building located at Key West International Airport for use in transporting passengers and other property. Should you have any questions please feel free to contact me at(305) 292-3550. cc: County Attorney Finance File KEY WEST MARATHON PLANTATION KEY 500 Whitehead Street 3117 Overseas Highway 88770 Overseas Highway Key West, Florida 33040 Marathon, Florida 33050 Plantation Key, Florida 33070 LEASE AGREEMENT MONROE COUNTY GREYHOUND LINES, INC THIS LEASE AGREEMENT is made and entered into on this 21st day of February 2024 by and between MONROE COUNTY, a political subdivision of the State of Florida, hereinafter referred to as "COUNTY" and GREYHOUND LINES, INC., a Delaware corporation, hereinafter referred to as "GREYHOUND." WHEREAS, COUNTY owns an airport known as the Key West International Airport, located in Key West, Monroe County, Florida, hereinafter referred to as "AIRPORT," and WHEREAS, GREYHOUND is engaged in the business of ground transportation of passengers and other property, and WHEREAS, GREYHOUND desires to obtain certain rights, services and privileges in connection with the use of the Airport facilities, and the COUNTY is willing to grant and lease the same to GREYHOUND on a non-exclusive basis, upon the terms and conditions hereinafter stated, now, therefore, IN CONSIDERATION of the premises and of the mutual covenants and agreements herein contained, and other valuable considerations, COUNTY does hereby grant and lease unto GREYHOUND, and GREYHOUND does hereby lease from COUNTY, certain premises, facilities, rights, and privileges in connection with and on the Airport, as follows, to wit: 1. Premises. COUNTY does hereby lease to GREYHOUND, and GREYHOUND leases from the COUNTY, the office and support space, as indicated on the drawing labeled as Exhibit "A" attached hereto and made a part hereof, presently located at the Airport, containing approximately four hundred and ninety-two (492) sq. ft. of gross building area. GREYHOUND shall receive "Preferential Use"of paved area adjacent to the building as labeled on Exhibit A for Greyhound ground transportation operations to include the loading and unloading of ticketed passengers. Preferential Use shall mean that at those times that GREYHOUND is not utilizing the identified pickup and drop-off parking for Greyhound passenger busses, the COUNTY may authorize others to use and assign other ground transportation providers the right to operate in the Preferential Use Area, but in no event shall said use by others take precedence over GREYHOUND's use. GREYHOUND shall have the right to locate one bus within the Preferential Use Area for the purpose of loading and unloading passengers. GREYHOUND shall not park busses in such a manner as would prohibit access, ingress and egress by other commercial or private vehicle traffic. Ground Transportation operations and parking are subject to relocation during the term of this agreement at the sole reasonable discretion of the Director of Airport. 2. Use of the Airport. GREYHOUND shall be entitled to use, in common with others authorized to do so, the airport facilities and appurtenances, together with all equipment, improvements, and services which have been or may hereafter be provided at or in connection with the Airport for common use, in the operation of a business for the transportation of passengers and other property by ground, at the designated ground transportation facility identified within this agreement. GREYHOUND 1 is responsible for repairing damage caused by GREYHOUND to the COUNTY-owned facilities and space identified in Exhibit A, normal wear and tear excepted. 3. Ri2ht to Develop the Airport. Pursuant to 49 USC Title 49 and at any time during the term of this agreement, if the premises leased hereunder are required for Airport development or any other purpose as determined by the COUNTY, the Airport, at the Airport Operator's sole discretion, retains all rights necessary for the safe development of the Airport in any manner required which rights take precedence over any agreement hereto should the leasehold premises be needed by the Airport. 4. Term. The term of this lease shall be twelve (12) months, commencing December 1, 2023, and ending on November 30, 2024. At the Lessee's option, the agreement may be renewed for an additional twelve (12) months, commencing December 1, 2024, and ending on November 30, 2025. 5. Access Fee. For each year during the term of this lease, GREYHOUND shall pay to the COUNTY, an access fee for the rights, privileges, and leases of space, described within this agreement. The access fee shall be assessed on a per use basis. The fee shall be forty-five dollars ($45.00) per use. Per use shall be defined as one arrival and departure collectively as a round trip bus operation. The access fee shall be paid monthly, due on the fifteenth (15th) of each month for the prior month's operations. Greyhound shall also submit a Usage Report on the first business day of each month for the prior month's bus operations, which includes a breakdown of operations for each day and a total for the month of the report. Additionally, Greyhound shall provide the Airport with a schedule of bus operations immediately upon the routes and seats being published and posted for sale. Upon the failure of GREYHOUND to pay any fees when due, the COUNTY will be entitled to charge and collect, and GREYHOUND 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 (5%) 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 GREYHOUND under the terms 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 36 of this lease. In the event that any check, draft, or negotiable instrument by which GREYHOUND 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 36 of this lease. 6. Leasehold Improvements and Use. GREYHOUND shall have the right to occupy and use the premises as indicated on the drawing labeled as Exhibit "A" attached hereto and made a part hereof. GREYHOUND has the right during the term hereof, at its own expense, at any time from time to time, to install, maintain, operate, repair and replace any and all trade fixtures and other Airport personal property useful from time to time in connection with its operation on the Airport, all of which 2 shall be and remain the property of GREYHOUND and may be removed by GREYHOUND prior to or within a reasonable time after expiration of the term of this agreement; provided, however, that GREYHOUND shall repair any damage to the premises caused by such removal. The failure to remove trade fixtures or other personal property shall not constitute GREYHOUND a hold over, but all such property not removed within ten (10) days after GREYHOUND receives a written demand for such removal shall be deemed abandoned and thereupon shall become the sole property of the Airport. GREYHOUND shall cause to be removed any and all liens of any nature arising out of or because of any construction performed by GREYHOUND or any of its contractors or subcontractors on the leased premises or because of the performance of any work or labor upon or the furnishing of any materials for use at said premises, by or at the direction of GREYHOUND. GREYHOUND may only utilize the leased building to provide counter and lobby space for members of the public desirous of using GREYHOUND's ground transportation services and for the operation of a business engaged in the ground transportation of passengers and other property. While premises are leased to GREYHOUND for bus operations, GREYHOUND shall not park or place automotive vehicles in any space on the premises unless it has been designated by the COUNTY for parking. 7. Common Areas. GREYHOUND shall have the right to use,in common with others, the Airport space and facilities to permit ground transportation operations, loading, and unloading of GREYHOUND's busses, subject to reasonable rules and regulations of COUNTY as to the use of such common spaces and facilities. 8. Ri2ht of Ingress and Egress. GREYHOUND, its agents, employees, customers, suppliers, and patrons shall have the right of ingress and egress to and from the leased premises, which shall not be unreasonably restricted by the COUNTY. 9. Utilities. GREYHOUND shall be responsible for the payment of electrical service,water service, and trash collection service provided by the COUNTY. In addition to the access fee and other charges, GREYHOUND shall pay a fee of Three Thousand Dollars($3,000.00)per annum,paid monthly with the access fee for these services. 10. Assignment. The premises leased hereunder along with the improvements thereon may not be sublet and this lease may not be assigned without the written consent of the COUNTY. 11. Maintenance of Premises. COUNTY shall be responsible for and shall properly maintain the building structure, roof, plumbing, electrical, HVAC, roof membrane and slab, the parking lots, fencing and asphalt and concrete pads. GREYHOUND shall be responsible for and shall properly maintain the interior of the leased premises, and furnishings including exterior glass and all doors and upon the termination of this lease, shall leave the premises in at least as good condition as at the time of the commencement of this lease,normal use and occupancy excepted. In the event Greyhound performs any remodeling or construction on the property, GREYHOUND is responsible for properly securing any portion of the premises being remodeled or under construction. 12. Inspection and Maintenance of Premises by County. The County and its authorized officers, employees, agents, contractors, subcontractors and other representatives shall have the right to enter upon the leased premises for the following purposes: 3 a) to inspect the leased premises at reasonable intervals during regular business hours (or at any time in case of emergency) to determine whether GREYHOUND has complied and is complying with the terms and conditions of this agreement with respect thereto; b) to perform essential maintenance, repair, relocation, or removal of existing underground and overhead wires, pipes, drains, cables and conduits now located on or across the leased premises, and to construct,maintain,repair,relocate,and remove such facilities in the future as necessary to carry out the Master Plan of development of the Airport; provided, however, that said work shall in no event unduly interfere with the operations of GREYHOUND and, provided further, that the entire cost of such work, including but not limited to the cost of rebuilding, removing, relocating, protecting or otherwise modifying any fixed improvements at any time erected or installed in or upon the leased premises by GREYHOUND, the COUNTY or third parties, as a result of the exercise by the COUNTY of its rights hereunder, and all damage to such fixed improvements caused thereby, shall be borne by the COUNTY. 13. Insurance Requirements a) GREYHOUND will obtain or possess the following insurance coverages and will provide Certificates of Insurance to COUNTY to verify such coverage; Commercial General Liability. GREYHOUND shall provide coverage for all premises and operations including Contractual, Products, and Completed Operations, and Personal/Advertising Injury. The limits shall not be less than; $5,000,000 Combined Single Limits (CSL) or its equivalent If split limits are provided, the minimum limits acceptable shall be; $5,000,000.00 per occurrence, $500,000 per person, $100,000 Property Damage The General Aggregate limit shall either apply separately to this agreement or shall be at least twice the required occurrence limits. Business Automobile Liability. GREYHOUND shall provide coverage for all owned, non-owned and hired vehicles with limits of not less than; $5,000,000 CSL or its equivalent If split limits are provided, the minimum limits acceptable shall be; $5,000,000 per occurrence $500,000 per person $100,000 Property Damage Worker's Compensation. GREYHOUND shall provide coverage with limits sufficient to respond to the applicable state statutes. Employer's Liability. GREYHOUND shall provide Employer's Liability insurance with limits of not less than; $1,000,000 Bodily Injury by Accident, $1,000,000 Bodily Injury by Disease, policy limits and $1,000,000 Bodily Injury by Disease, each employee. Property Insurance. GREYHOUND shall provide coverage for all premises governed by this agreement with limits no less than the Replacement Cost Value of the leased 4 premises and as a minimum shall include coverages consistent with the latest version of the Special Form as filed by the Insurance Services Office (ISO) and shall include as a minimum coverage for claims arising out of Fire, Sprinkler Leakage, Windstorm, Civil Commotion, Lightning, Sinkhole Collapse, Smoke, Aircraft and Vehicle Damage, Vandalism, Falling Objects, Explosion and Flood. b) The Monroe County Board of County Commissioners will be included as `'Additional Insured" on all policies, except for Worker's Compensation. In addition, the Monroe County Board of County Commissioners shall be named as loss payee on any property insurance placed on the leased facilities. 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 (30) days prior notification is given to the COUNTY by the insurer. d) The acceptance and/or approval of GREYHOUND'S insurance shall not be construed as relieving GREYHOUND from any liability or obligation assumed under this lease or imposed by law. e) GREYHOUND shall maintain the required insurance throughout the entire term of this lease and any extensions which may be entered into. The COUNTY, at its sole option, has the right to request a certified copy of any and all insurance policies required by this lease. Failure to comply with this provision shall be considered a default and the COUNTY may terminate the lease in accordance with paragraph 36. 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. 14. Books,Records and Documents. GREYHOUND shall maintain all books,records, and documents directly pertinent to performance under this agreement in accordance with generally accepted accounting principles consistently applied. Each party to this agreement or their authorized representatives shall have reasonable and timely access to such records of each other party for public records purposes during the term of the agreement and for five (5) years following the termination of this agreement. The COUNTY, acting through its Finance Director or other authorized representative, shall have the right to inspect and audit GREYHOUND's books of accounts and other records directly generated at the Key West International Airport facility or otherwise pertaining to this agreement. Knowingly furnishing the COUNTY a false statement of its Usage Reports under the provision hereof will constitute a default by GREYHOUND of this agreement and the COUNTY may, at its option, declare this lease terminated. GREYHOUND retains the right to have its controller, or a representative assigned by its controller to be present during any inspection or audit by the COUNTY. Twenty (20) business days' notice must be given of intent to audit by the COUNTY to allow GREYHOUND's controller sufficient time to schedule said presence. Nothing contained within this section waives attorney/client or attorney work product privilege. 15. Governing Law, Venue, Interpretation. This agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to contracts made and to be performed entirely in the State. In the event that any cause of action or administrative proceeding is instituted for the enforcement or interpretation of this agreement, the COUNTY and GREYHOUND 5 agree that venue will lie in the appropriate court or before the appropriate administrative body in Monroe County, Florida. The COUNY and GREYHOUND 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. 16. 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 GREYHOUND 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. 17. Attorney's Fees and Costs. The COUNTY and GREYHOUND 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, court 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. 18. Binding Effect. The terms, covenants, conditions, and provisions of this agreement shall bind and inure to the benefit of the COUNTY and GREYHOUND and their respective legal representatives, successors, and assigns. 19. 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. 20. Claims for Federal or State Aid. GREYHOUND 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 shall be approved by each party prior to submission. 21. Adiudication of Disputes or Disagreements. COUNTY and GREYHOUND 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 thirty (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 by Florida law. 22. 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 6 and GREYHOUND 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 GREYHOUND specifically agree that no party to this agreement shall be required to enter into any arbitration proceedings related to this agreement. A parry who requests the other's party's participation in accordance with the terms of this section shall pay all reasonable expenses incurred by the other party by reason of such participation. 23. Nondiscrimination. CONTRACTOR and COUNTY agree 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. CONTRACTOR and COUNTY agree 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 prohibits 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 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.3601 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. 12101 Note), as may be amended from time to time, relating to nondiscrimination on the basis of disability; 10) Monroe County Code, Chapter 14, Article II, which prohibits discrimination on the basis of race, color, sex,religion, disability, national origin, ancestry, sexual orientation, gender identity or expression, familial status or age; 11) Any other nondiscrimination provisions in any Federal or state statutes which may apply to the parties hereto, or the subject matter of, this Agreement. 24. Covenant of No Interest. The COUNTY and GREYHOUND covenant that neither presently has any interest, and shall not acquire any interest, which would conflict in any manner or degree with its performance under this agreement, and the only interest of each is to perform and receive benefits as recited in this agreement. 25. Code of Ethics. The 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. 26. Public Access. The COUNTY and GREYHOUND 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 COUNTY and GREYHOUND in conjunction with this agreement; and the COUNTY shall have the right to unilaterally cancel this agreement upon violation of this provision by GREYHOUND. Nothing in this section waives attorney/client or attorney work product privilege. 7 27. Non-Waiver of Immunity. Notwithstanding the provisions of Sec. 786.28, Florida Statues, the participation of the COUNTY and the GREYHOUND in this agreement and the acquisition of any commercial liability insurance coverage, self-insurance coverage, or local government 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. 28. 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. 29. 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. 30. 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 GREYHOUND agree that neither the COUNTY nor GREYHOUND 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. 31. Attestations. GREYHOUND agrees to execute such documents as the COUNTY may reasonably require, to include a Public Entity Crime Statement, an Ethics Statement, and a Vendor Certification Regarding Scrutinized Businesses. 32. No Personal Liability. No covenant or agreement contained herein shall be deemed to be a covenant or agreement of any member, officer, agent or employee of Monroe County in his or her individual capacity, and no member, officer, agent or employee of Monroe County shall be liable personally on this agreement or be subject to any personal liability or accountability by reason of the execution of this agreement. 33. 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. 8 34. Section Heading. 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. 35. CANCELLATION OF LEASE. The COUNTY may declare a default and cancel this lease agreement by giving GREYHOUND sixty (60) days advanced written notice upon the happening of any one of the following events: (a) GREYHOUND fails to pay rent when due; (b) GREYHOUND fails to obtain insurance required under this lease or allows the required insurance to lapse or fall below the minimum required; (c) GREYHOUND otherwise breaches of the terms of this lease; (d) cancellation is required to accommodate future Airport growth; (e) cancellation is required due to F.A.A. requirements; (f)the appointment of a receiver of GREYHOUND's assets; (g)the divesting of GREYHOUND's leasehold estate by other operation of law; (h) the abandonment by GREYHOUND of its passenger ground transportation business at the Airport for a period of sixty (60) days. Unless the COUNTY has accepted in writing a delay in performance of duties, the failure to perform said duties shall constitute a default/breach under the terms of this agreement. In the case of the default/breach occurrences described in subparagraphs 36(a), (b), or (c), the Director of Airports shall first give the GREYHOUND a written notification stating the default/breach. GREYHOUND shall be notified that it has 10 days to correct the default/breach. If the nature of the default/breach is such that it cannot be cured in 10 days, GREYHOUND shall inform the COUNTY in writing of the reason why the default/breach cannot be cured in 10 days and shall provide a written plan showing how the default/breach will be cured in a timely manner. If GREYHOUND has not corrected the default/breach at the end of the 10 days or if GREYHOUND has provided a cure plan,which GREYHOUND has failed to timely and diligently execute,then the COUNTY may cancel the lease in its discretion. In the case of cancellation occurring as described in subparagraphs 36(d), (e), (f), (g) or (h), COUNTY shall provide LESSEE 90 days' notice.In the event of cancellation occurring as described in subparagraphs 36(d), (e), (f), (g), and (h), the COUNTY, at COUNTY expense, shall relocate the LESSEE's operation to an alternate site in accordance with the Key West International Airport ALP. If an alternate site at the airport is not available, the COUNTY will purchase the LESSEE's lease hold at fair market appraisal value. By the end of the required notice period, GREYHOUND shall have vacated the premises and the COUNTY may immediately re-enter and take possession of the same. If it is necessary to employ the services of an attorney in order to enforce the COUNTY's rights under this paragraph, the COUNTY shall be entitled to reasonable attorney's fees. 36. FAA REQUIREMENTS. The parties shall comply with FAA Required Lease Clauses, which are listed in Exhibit B, attached hereto and made a part hereof. 37. Hold Harmless; Indemnification; Defense; Release; Survival. Notwithstanding any minimum insurance requirements prescribed elsewhere in this agreement, GREYHOUND 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 9 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 GREYHOUND or any of its employees, agents, contractors or other invitees on the Airport during the term of this lease, (B) the negligence or willful misconduct of GREYHOUND or any of its employees, agents, contractors or other invitees, or(C) GREYHOUND's default in respect of any of the obligations that it undertakes under the terms of this lease, except to the extent the claims, actions, causes of action,litigation,proceedings, costs or expenses arise from the intentional or sole negligent acts or omissions of the COUNTY or any of its employees, agents, contractors or invitees (other than GREYHOUND). 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. 38. Rules and Regulations A. COMPLIANCE. GREYHOUND shall comply with the all standards for commercial ground transportation providers at Monroe County Airports and all ordinances of the COUNTY, including any reasonable rules and regulations with respect to use of Airport property, as 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, 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. The Agreement is subordinate to the County's obligations under federal aviation law and contractual commitments to the federal government. Upon a formal written declaration by the Federal Aviation Administration ("FAA") that a term or provision of the Agreement is inconsistent with federal aviation law or a contractual commitment to the FAA, the impermissible term shall be severed, without affecting the remainder of the Agreement. The parties may agree to amend the Agreement as provided herein as necessary to comply with the FAA's formal written declaration. B. VIOLATIONS. GREYHOUND agrees to pay on behalf of the COUNTY any penalty, assessment, or fine, issued against the COUNTY, or to defend in the name of the COUNTY any claim, assessment, or civil action, which may be presented or initiated by any agency or office of the federal, state, or county governments, based in whole or substantial part upon a claim or allegation that GREYHOUND, its agents, employees or invitees have violated any law, ordinance, regulation, rule or directives described in 41(A) above. 39. Rights Reserved. Rights not specifically granted to GREYHOUND by this Agreement are reserved to the COUNTY. 40. Mutual Review. This agreement has been carefully reviewed by GREYHOUND and the COUNTY;therefore,this agreement is not to be construed against either party on the basis of authorship. THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK. 10 IN WITNESS WHEREOF,the parties have caused this lease to be executed this 21st day of February,2024. (S IAL) N, BOARD OF COUNTY COMMISSIONERS ;--,,;:i-4,,? --•.&',,,,?,,,;,:,.3 ATITES,Ti*EVIN MADOK, CLERK OF MONROE COUNTY, FLORIDA 411 1 ., V,..4' ,oi:;)*M.;,: 4.Avia, r.1 -.-- ier•,1,:::4 , 1S1, i . 1,,,.Av e 0., . a •..,,. .„„. .. ,,Ryi t:-4,- , p4,4y.,-; , tilyvi,r By . -0---,..,,E.i .,,,t. A ,;':-'-'g-,'-':,,'''giAsils)ep y Clerk Mayor Holly Merrill Raschein -:2.0-,e- \*'1,,,,,,,,,,<At,q. ,. .4 N.FiQ a.COUNT Y.Al-MONEY 1) GREYHOUND LINES, INC. • ..- , •„ r A 1:10VE a- ' .- FORM 9. es , •f, .-: .cit, • ' -. .'-1,•frt,‘. -•.. _ •-.i.-• . . '.P.:ED!0 J. ..... 7 -., .r,...1'. . •-•'.. l4041 C , i----(0....,.. .:.A$SIST. - ... .70•UNTY ATTORNEY Date .._. 10/27/23 . , By Bill Blankenship R ' Title President&COO a .., ze. • ..,..ri .,,..,• .z, . ..c . . r-- .:::0,,.., m 1.-1,,,,r— ;,7' • 71 c:::,)•c7,,,- - c:j7 •c) t--•........ .44;, .• 70 . 23 rri •I'l Z`r. • .C.)• ';:t> . .47"..'•• "..,7' . 11 EXHIBIT A „ ifs FIR ,.,,�i Jri 5, ° NV W 19 N v J w Customer Lobby— 276 Sq. Ft. Re,stroom Area — 52 Sq. Ft. ri Greyhound Office 144 Sq. Ft. Closet 20 Sq Ft. Bus 'Picku Dr Puff Tota I —492 Sq. Ft. @@WV@@91WIW@91WIWI�WII@@@.. r' a ® , — u ;e ,,,iri,�%✓mac .. ............... ....... // ................... ��i„vim,,. 12 EXHIBIT B FAA REQUIRED LEASE CLAUSES 1. This lease shall be subject to review and re-evaluation at the end of each 1-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- Effectuation of Title VI of the Civil Rights Act of 1964, and as said Regulations maybe 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 and 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 parts of the airport. 13 SWORN STATEMENT UNDER ORDINANCE NO. 010-1990 MONROE COUNTY, FLORIDA ETHICS CLAUSE (Company) "...warrants that he/it has not employed, retained or otherwise had act on his/her behalf any former County officer or employee in violation of Section 2 of Ordinance No. 010-1990 or any County officer or employee in violation of Section 3 of Ordinance No. 010-1990. For breach or violation of this provision the County may, in its discretion, terminate this Agreement without liability and may also, in its discretion, deduct from the Agreement or purchase price, or otherwise recover, the full amount of any fee, commission, percentage, gift, or consideration paid to the former County officer or employee." i re) I lop- F w �� STATE OF: 1 E COUNTY OF: Subscribed and sworn to (or affirmed) before me, by means of L physical presence or ❑ online notarization, on v Rc a 9 , .A (date) by_HA v �L)11- (name of affiant). He/She is personally known to me or has produced (type of identification) as identification. N TAIL BLI , r. o� M Comm soon Expires: tar�e PulpHo, State of �u O n � PUBLIC ENTITY CRIME STATEMENT "A person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to public entity, may not be awarded or perform work as a CONTRACTOR, supplier, subcontractor, or CONTRACTOR 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 287.017, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list." I have read the above and state that neither 6e6 (Respondent's name) nor any Affiliate has been placed on the convicle-d veddor list within the last 36 months. i,gna C taj STATE OF: COUNTY OF: udas Subscribed and sworn to (or affirmed) before me, by means of[physical presence or ❑ online notarization, on (date) by ame of affiant). He/She is personally known to me or has produced (type of identification) as identification. l OTARY 00B IC My Commi Sion Expires: �".� " , Notary Public, Stet ®f "�� Comm.Expires 05.12-?024 VENDOR CERTIFICATION REGARDING SCRUTINIZED COMPANIES LISTS Project Description(s): p . Res , _... ondent Vendor Name._� � � Vendor FEIN: Vendor's Authorized Representative Name and Title w_m .. :__..... ....... _ oNg Address: City: _ '� � State: �_..Zip: ._,. �. Phone Number; - � ... � .............�. Email Address .... fm Section 287.135, Florida StAites prohibits a company rn bidding on, submi ting a proposal for, or entering into or renewing a contract for goods or services of any amount 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 engaged in a Boycott of Israel. Section 287.135, Florida Statutes, also prohibits a company from 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$1,000,000 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 further 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 been 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 engaged in business operations in Cuba or Syria. Certified By: .: . _... _ m...........� who is authorized b l Authorized Si mature: rr ncr , to sign on behalf of the a Print Name: Title:�.r. M... t.� Note: The Jst re available at the Following Del� rt ek rrt�n al Management Services Site: l��.tlr/ yv cl�rr tt flog it„I,t crainJb�da� al �`r1iel_as`st�lt ptmr�.m11yta11 l # gar mm informat„on/convicted sus 1 r rtcdc i. disci NNE-iti a�tory a!""kints Vendor list, A/C ® DATE(MM/DDNYYY) `..�" CERTIFICATE OF LIABILITY INSURANCE 12/29/29/20232023 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 CONTACT McGriff Insurance Services,LLC NAME: PHONE 5400 SW Meadows Road,Suite 240 (A/C,No Ext: 503-943-6621 FAX No):503-943-6622 Lake Oswego,OR 97035 E-MAIL ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC# INSURERA:Bus Risk Retention Group 17324 INSURED INSURER B:AIU Insurance Company 19399 Greyhound Lines,Inc. PO Box 660632 INSURER C Dallas,TX 75266-0362 INSURER D INSURER E INSURER F: COVERAGES CERTIFICATE NUMBER:C97XUB5Q 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 MM/DD MM/DD A X COMMERCIAL GENERAL LIABILITY GL-RRG-001023-01 12/31/2023 12/31/2024 EACH OCCURRENCE $ 10,000,000 CLAIMS-MADE OCCUR DAMAGES(RENTED 5,000,000 PREMISES Ea occurrence) $ APPROVED BY RISK MANAGEMENT MED EXP(Any one person) $ 5,000 PERSONAL&ADV INJURY $ 10,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: DATEv- 12�29�2O2W3 � GENERAL AGGREGATE $ " 10,000,000 X POLICY❑ PRO ❑ LOC PRODUCTS-COMP/OP AGG $ 10,000,000 JECT P� WAIVER N/A YES OTHER: $ A AUTOMOBILE LIABILITY AL-RRG-001023-01 (AOS) 12/31/2023 12/31/2024 Ee MINEDacciden SINGLE LIMIT $ 10,000,000 X ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY Per accident UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED I I RETENTION$ $ B WORKERS COMPENSATION WC015824967(AOS) 04/01/2023 04/01/2024 X SPE TATUTE OTH AND EMPLOYERS'LIABILITY Y/N WC015824968(CA) ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ 3,000,000 OFFICER/MEMBER EXCLUDED? ❑ N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 3,000,000 If yes,describe under 3,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Adam Arnold Annex Building 3491 South Roosevelt Boulevard Key West,FL 33040 Certificate Holder is an Additional Insured as respects the ongoing operations of the Named Insured with respects to General and Auto Liability coverage where required by written and signed contract subject to policy terms,conditions,limits and exclusions. 30 day notice of cancellation per policy terms and conditions. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. County of Monroe AUTHORIZED REPRESENTATIVE 1100 Simonton St. Key West,FL 33040 �� •- Page 1 of 2 ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016103) The ACORD name and logo are registered marks of ACORD ® DATE(MM/DD/YYYY) `..� EVIDENCE OF PROPERTY INSURANCE C97XUB5Q 12/29/2023 THIS EVIDENCE OF PROPERTY INSURANCE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE ADDITIONAL INTEREST NAMED BELOW. THIS EVIDENCE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS EVIDENCE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE ADDITIONAL INTEREST. AGENCY PHONE A/C No Ext 503-943-6621 COMPANY McGriff Insurance Services, LLC Lexington Insurance Co. 5400 SW Meadows Road,Suite 240 Lake Oswego,OR 97035 FAX C No): 503-943-6622 ADDRIESS: CODE: SUB CODE: AGENCY CUSTOMER ID#: INSURED LOAN NUMBER POLICY NUMBER Greyhound Lines, Inc. 14627205 PO Box 660632 Dallas,TX 75266-0362 EFFECTIVE DATE EXPIRATION DATE 04/01/2023 04/01/2024 CONTINUED UNTIL El TERMINATED IF CHECKED THIS REPLACES PRIOR EVIDENCE DATED: PROPERTY INFORMATION LOCATION/DESCRIPTION Adam Arnold Annex Building APPROVED BY RISK MANAGEMENT 3491 South Roosevelt Boulevard BY :I DATE 12�29�202 . Key West, FL 33040 3 WAIVER NIA YES_ 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 EVIDENCE OF PROPERTY INSURANCE 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. COVERAGE INFORMATION PERILS INSURED BASIC BROAD SPECIAL COVERAGE/PERILS/FORMS AMOUNT OF INSURANCE DEDUCTIBLE Building/Business Personal Property-Occurrence Limit $10,000,000 $100,000 Vehicles-Physical Damage-Any One Vehicle $600,000 Vehicles-Physical Damage-Any One Occurrence $10,000,000 $250,000 REMARKS(including Special Conditions CANCELLATION SHOULD ANY OFTHE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATETHEREOF,NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. ADDITIONAL INTEREST NAME AND ADDRESS ADDITIONAL INSURED H LENDER'S LOSS PAYABLE Ll LOSS PAYEE MORTGAGEE LOAN# County of Monroe AUTHORIZED REPRESENTATIVE 1100 Simonton St. ^� Key West, FL 33040 ACORD 27(2016103) ©1993-2015 ACORD CORPORATION.All rights reserved. Page 2 of 2 The ACORD name and logo are registered marks of ACORD