Item I13 I13
BOARD OF COUNTY COMMISSIONERS
COUNTY of MONROE �� i Mayor Holly Merrill Raschein,District 5
The Florida Keys Mayor Pro Tern James K.Scholl,District 3
Craig Cates,District 1
Michelle Lincoln,District 2
' David Rice,District 4
Board of County Commissioners Meeting
October 16, 2024
Agenda Item Number: I13
2023-3161
BULK ITEM: Yes DEPARTMENT: Airports
TIME APPROXIMATE: STAFF CONTACT: Richard Strickland
N/A
AGENDA ITEM WORDING:
Approval of a Lease Agreement with Keys Shuttle for Office/Counter Space, two (2) parking spaces,
and use of the car wash bay at the Florida Keys Marathon International Airport to operate its ground
transportation business.
ITEM BACKGROUND:
N/A
PREVIOUS RELEVANT BOCC ACTION:
N/A
INSURANCE REQUIRED:
Yes
CONTRACT/AGREEMENT CHANGES:
New month-to-month agreement. Certificate of insurance will be provided prior to County
execution of the lease.
STAFF RECOMMENDATION: Approval.
DOCUMENTATION:
MT'H Keys Shuttle Lease.pdf
FINANCIAL IMPACT:
Revenue Producing: Approximately $1,602.54 per month ($880.87/mo. office/counter space rent;
$300.00/mo. for car wash bay; $300.00/mo. for utilities reimbursement and an average of$121.67/mo.
4592
for two (2)parking spaces at $2.00 per day).
4593
LEASE AGREEMENT
THE FLORIDA KEYS
MARATHON INTERNATIONAL AIRPORT
KEYS SHUTTLE
THIS CONTRACT OF LEASE is made and entered into on this day of
20 24, by and between MONROE COUNTY, a political subdivision of the State of Florida,
hereinafter referred to as "COUNTY" and KEYS SHUTTLE.
WHEREAS, COUNTY owns an airport known as The Florida Keys Marathon International
Airport, located in Marathon, Monroe County, Florida, hereinafter referred to as "AIRPORT,"and
WHEREAS, KEYS SHUTTLE is engaged in the business of ground transportation of
passengers and other property, and
WHEREAS, KEYS SHUTTLE desires to obtain certain rights, services and privileges in
connection with the use of the Marathon Airport facilities, and the COUNTY is willing to grant and lease
the same to KEYS SHUTTLE 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 KEYS
SHUTTLE,and KEYS SHUTTLE does hereby lease from COUNTY, certain premises, facilities,rights,
and privileges in connection with and on the Marathon Airport, as follows, to wit:
1. Premises. COUNTY does hereby lease to KEYS SHUTTLE, and KEYS SHUTTLE
leases from the COUNTY, Office(#101) and counter space located in the passenger arrivals area at the
Airport, designated as " Office 101" on (Exhibit A), attached hereto; and in accordance with Exhibit B
attached hereto: Two (2) parking spaces in the parking lot designated as "KS Parking" and one (1) car
wash bay designated as "KS" (Exhibit B). The office (#101) and counter space, as indicated on the
drawing labeled as Exhibit"A"attached hereto and made a part hereof,presently located at the Marathon
Airport, containing approximately four hundred and ninety-two (492) sq. ft. of gross building area, and
additionally includes the area immediately outside of counter space #101 and the interior wall of space
#101. KEYS SHUTTLE shall receive "Preferential Use" of paved area adjacent to the building as
labeled "Shuttle Service" (Exhibit B) for KEYS SHUTTLE vehicle ground transportation operations to
include the loading and unloading of ticketed passengers. Preferential Use shall mean that at those times
that KEYS SHUTTLE is not utilizing the identified pickup and drop-off parking for KEYS SHUTTLE
vehicles,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 KEYS SHUTTLE's use. KEYS SHUTTLE shall have the right to locate one vehicle within the
Preferential Use Area for the purpose of loading and unloading passengers. KEYS SHUTTLE shall not
park vehicles in such a manner as would prohibit access, ingress and egress by other commercial or
private vehicle traffic. Keys Shuttle passengers parking vehicles at the airport must utilize the main
parking lot for short-term parking. Ground Transportation operations and parking are subject to
relocation during the term of this agreement at the sole discretion of the Director of Airports.
1
4594
2. Use of the Airport. KEYS SHUTTLE 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. KEYS
SHUTTLE is responsible for repairing damage caused by KEYS SHUTTLE to the COUNTY-owned
facilities and space identified in Exhibit A and Exhibit B, normal wear and tear excepted.
3. Term - This Agreement is from 10—16 - 2024 and is a month-to-month agreement.
Notwithstanding sections 34 and 35 of this Agreement, the COUNTY may terminate this Agreement at
its sole discretion upon 30 days written notice to KEYS SHUTTLE.
4. Rental and Fees - KEYS SHUTTLE for and during the term hereof, shall pay to Lessor
for the use and occupancy of said Premises and for the rights and privileges herein granted at the
following scheduled rates and fees;
(a) Counter Space Rental: Counter space shall be paid at the rate of$880.97 per month, plus
sales tax, which includes office and counter space #101 as shown on Exhibit A, the area immediately
outside of counter space #101, and the interior wall of space #101. This rate will be adjusted annually
by a percentage equal to the percentage increase in the CPI-U for urban consumers for the preceding
calendar year. In the event of a deflationary CPI, no adjustment in the rental rates will be made.
(b) Rent shall be paid in monthly installments, which shall be due and payable on or before
the first day of each calendar month during which this Agreement is in effect. Upon the failure of KEYS
SHUTTLE to pay rent when due, the COUNTY will be entitled to charge and collect, and KEYS
SHUTTLE will be obligated to pay, a late fee equal to the Federal Reserve Bank of New York prime
rate in effect on the date of delinquency plus four percent(FRBNY prime+4%)or twelve percent(12%)
per annum, whichever is greater. The acceptance by the COUNTY of the overdue rental or fee
installment plus applicable late fees shall cure what would otherwise constitute a default by KEYS
SHUTTLE under the terms of this lease. The COUNTY, at its option, however, may refuse a proffered
overdue rental or fee installment and late fees, declare a default, and proceed according to Sections 34
and 35 of this Agreement. In the event that any check, draft, or negotiable instrument by which KEYS
SHUTTLE has tendered any rent or fee payment is returned to the COUNTY and not honored, whether
for insufficient funds or other reason,the COUNTY will be entitled to charge and collect, in addition to
any applicable late payment fees as provided above, a fee of Twenty-five Dollars ($25.00) if the check
was under $50.00, if the check was $50.00 but under $300 the fee is Thirty Dollars ($30.00) and for
checks $300 and greater the fee is Forty Dollars ($40.00) OR 5% of the check amount whichever is
GREATER. Such penalty fee shall also be in addition to the amount of rent or fee due. The acceptance
by the COUNTY of the rental or fee payment plus any applicable late fee and penalties following the
receipt of a dishonored instrument shall cure what would otherwise constitute a default under the terms
of this lease.
(c) Parking Spaces: Two (2) Parking Spaces at the rate of$2.00 per day per space rent plus
sales tax.
(d) Car Wash 13ay: One (1) car wash bay at the rate of$300.00 per month plus sales tax.
(e) Utilities Refinbursemem: Electric, water, and trash removal services at the rate of
$300.00 per month.
5. Ri ht 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 Director of Airport's sole discretion,
2
4595
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.
6. Leasehold Ianproveinents and L. e. KEYS SHUTTLE shall have the right to occupy
and use the premises as indicated on the drawing labeled as Exhibit "A" and Exhibit B attached hereto
and made a part hereof.
KEYS SHUTTLE 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
shall be and remain the property of KEYS SHUTTLE and may be removed by KEYS SHUTTLE prior
to or within a reasonable time after expiration of the term of this agreement; provided, however, that
KEYS SHUTTLE shall repair any damage to the premises caused by such removal. The failure to
remove trade fixtures or other personal property shall not constitute KEYS SHUTTLE a hold over, but
all such property not removed within ten (10) days after KEYS SHUTTLE receives a written demand
for such removal shall be deemed abandoned and thereupon shall become the sole property of the
Airport.
KEYS SHUTTLE shall cause to be removed any and all liens of any nature arising out of or
because of any construction performed by KEYS SHUTTLE 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 KEYS SHUTTLE.
KEYS SHUTTLE may only utilize the leased areas to provide counter and lobby space for
members of the public desirous of using KEYS SHUTTLE'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 KEYS SHUTTLE for shuttle vehicle operations, KEYS SHUTTLE shall not park
or place automotive vehicles in any space on the premises unless it has been designated by the COUNTY
for parking by KEYS SHUTTLE.
7. Common Areas. KEYS SHUTTLE shall have the right to use, in common with
others,the Airport space and facilities to permit ground transportation operations, loading,and unloading
of KEYS SHUTTLE's vehicles, subject to reasonable rules and regulations of COUNTY as to the use
of such common spaces and facilities.
8. Right of In ress and Egress. KEYS SHUTTLE, 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. KEYS SHUTTLE shall reimburse the COUNTY monthly for electrical
service, water service, and trash removal services. Any other utility services will be the responsibility
of KEYS SHUTTE, if needed.
10. Maintenance of Premises. COUNTY shall be responsible for and shall properly
maintain the building structure, roof, roof membrane and slab, the parking lots, fencing and asphalt and
concrete pads. KEYS SHUTTLE shall be responsible for and shall properly maintain the interior of the
leased premises, 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
3
4596
and occupancy excepted. KEYS SHUTTLE is responsible for properly securing any portion of the
premises being remodeled or under construction.
11. 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:
a) to inspect the leased premises at reasonable intervals during regular business
hours (or at any time in case of emergency) to determine whether KEYS SHUTTLE 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 KEYS SHUTTLE 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 KEYS SHUTTLE,the COUNTY or third parties,as a result of the exercise by the COUNTY
of its rights hereunder, and the repair of all damage to such fixed improvements caused thereby, shall be
borne by the COUNTY.
12. General Insurance Requirements. Prior to the commencement of work
governed by this Agreement, KEYS SHUTTLE shall obtain, at his/her own expense, insurance as
specified below. KEYS SHUTTLE will ensure that the insurance obtained will extend protection to all
agents, contractors and invitees engaged by KEYS SHUTTLE.
KEYS SHUTTLE will not be permitted to commence work governed by this Agreement
(including pre-staging of personnel and material) until satisfactory evidence of the required insurance
has been furnished to the COUNTY as specified below.
KEYS SHUTTLE shall maintain the required insurance throughout the entire term of this
Agreement and any extensions specified in any attached schedules.Failure to comply with this provision
may result in the immediate suspension of all activities conducted by KEYS SHUTTLE until the required
insurance has been reinstated or replaced.
KEYS SHUTTLE shall provide, to the COUNTY, as satisfactory evidence of the required
insurance, either a Certificate of Insurance or a certified copy of the actual insurance policy. The
COUNTY, at its sole option, has the right to request a certified copy of any or all insurance policies
required by this Agreement.
All insurance policies must specify that they are not subject to cancellation, non-renewal,
material change, or reduction in coverage unless a minimum of thirty(30)days prior notification is given
to the COUNTY by the insurer. The acceptance and/or approval of KEYS SHUTTLE's insurance shall
not be construed as relieving KEYS SHUTTLE from any liability or obligation assumed under this
Agreement or imposed by law.
The Monroe County Board of County Commissioners, its employees and officials will be
included as "Additional Insured" on all policies, except for Workers' Compensation.
Any deviations from these General Insurance Requirements must be requested in writing on the
County prepared form entitled "Request for Waiver of Insurance Requirements" and approved by
Monroe County Risk Management.
a) General Liability Insurance - Coverage shall be maintained throughout the life of
this Agreement and include, as a minimum: Premises Operations, Products and Completed Operations,
Blanket Contractual Liability, Personal Injury Liability and Expanded Definition of Property Damage.
The minimum limits acceptable shall be: $1,000,000 Combined Single Limit (CSL).
4
4597
If split limits are provided,the minimum limits acceptable shall be: $500,000 per Person,
$1,000,000 per Occurrence, $100,000 Property Damage.
An Occurrence Form policy is preferred. If coverage is provided on a Claims Made
policy, its provisions should include coverage for claims filed on or after the effective date of this
Agreement. In addition, the period for which claims may be reported should extend for a minimum of
twelve (12)months following the acceptance of work by the COUNTY.
b) Workers' Compensation - Prior to the commencement of work governed by this
Agreement, KEYS SHUTTLE shall obtain Workers' Compensation Insurance with limits sufficient to
respond to the applicable state statutes. In addition, KEYS SHUTTLE shall obtain Employers'Liability
Insurance with limits of not less than: $1,000,000 Bodily Injury by Accident, $1,000,000 Bodily Injury
by Disease, policy limits, and $1,000,000 Bodily Injury by Disease, each employee.
Coverage shall be maintained throughout the entire term of this Agreement and shall be
provided by a company or companies authorized to transact business in the state of Florida.
If KEYS SHUTTLE has been approved by the Florida's Department of Labor, as an
authorized self-insurer, the COUNTY shall recognize and honor KEYS SHUTTLE's status. KEYS
SHUTTLE may be required to submit a Letter of Authorization issued by the Department of Labor and
a Certificate of Insurance, providing details on the KEYS SHUTTLE s Excess Insurance Program.
If KEYS SHUTTLE participates in a self-insurance fund, a Certificate of Insurance will
be required. In addition, KEYS SHUTTLE may be required to submit updated financial statements from
the fund upon request from the COUNTY.
c) Vehicle Liability - Recognizing that the work governed by this Agreement
requires the use of vehicles,KEYS SHUTTLE,prior to the commencement of work, shall obtain Vehicle
Liability Insurance. Coverage shall be maintained throughout the life of this Agreement and include, as
a minimum, liability coverage for: Owned, Non-Owned, and Hired Vehicles. The minimum limits
acceptable shall be: $1,000,000 Combined Single Limit(CSL). If split limits are provided,the minimum
limits acceptable shall be: $ 500,000 per Person, $1,000,000 per Occurrence, $100,000 Property
Damage.
d) Any deviations from these General Insurance Requirements must be requested in
writing on the County prepared form entitled "Request for Waiver of Insurance Requirements" and be
approved by Monroe County Risk Management.
e) KEYS SHUTTLE shall carry fire and extended coverage insurance, if obtainable,
on all fixed improvements erected by KEYS SHUTTLE on the demised premises to the full insurable
value hereof, it being understood and agreed that for purposes hereof the term"full insurable value"shall
be deemed to be that amount for which a prudent owner in like circumstances would insure similar
property, but in no event an amount in excess of KEYS SHUTTLE's original cost of constructing said
fixed improvements.
13. Books, Records,and. Doeuments. KEYS SHUTTLE 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 seven (7)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 KEYS SHUTTLE's books of accounts and other records directly
generated at the Marathon 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 KEYS SHUTTLE of this agreement and the COUNTY may, at its option,
declare this lease terminated. KEYS SHUTTLE 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.Ten(10)business
5
4598
days' notice must be given of intent to audit by the COUNTY to allow KEYS SHUTTLE's controller
sufficient time to schedule said presence. Nothing contained within this section waives attorney/client
or attorney work product privilege.
14. Governin Law Venue Inter rctation Costs and Fees. This agreement shall be
governed by and construed in accordance with the laws of the State of Florida applicable to contracts
made and to be performed entirely in the State. In the event that any cause of action or administrative
proceeding is instituted for the enforcement or interpretation of this agreement,the COUNTY and KEYS
SHUTTLE agree that venue will lie in the appropriate court or before the appropriate administrative
body in Monroe County, Florida.
The COUNTY and KEYS SHUTTLE 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.
15. Scverab 1, it . 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 KEYS
SHUTTLE 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.
16. Attorne 's Fees and Costs. The COUNTY and KEYS SHUTTLE 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.
17. Binding Effect. The terms,covenants,conditions,and provisions of this agreement
shall bind and inure to the benefit of the COUNTY and KEYS SHUTTLE and their respective legal
representatives, successors, and assigns.
18. 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.
19. Claims for Federal or State Aid. KEYS SHUTTLE 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.
20. Ad"udication of Di Lutes or Disa reements. COUNTY and KEYS SHUTTLE
agree that all disputes and disagreements shall be attempted to be resolved by meet and confer sessions
6
4599
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.
21. 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 KEYS SHUTTLE 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 KEYS SHUTTLE specifically agree that no party
to this agreement shall be required to enter into any arbitration proceedings related to this agreement. A
party 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.
22. 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)All
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 may be amended;and 12)Any other nondiscrimination provisions in any Federal
or state statutes which may apply to the parties to, or the subject matter of, this Agreement.
23. Covenant of No Interest. The COUNTY and KEYS SHUTTLE 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.
7
4600
24. 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.
25. Public Access. The COUNTY and KEYS SHUTTLE 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 KEYS SHUTTLE in conjunction with this agreement; and the COUNTY shall have
the right to unilaterally cancel this agreement upon violation of this provision by KEYS SHUTTLE.
Nothing in this section waives attorney/client or attorney work product privilege.
26. Non-Waiver of Immunity. Notwithstanding the provisions of Sec. 786.28, Florida
Statues, the participation of the COUNTY and the KEYS SHUTTLE 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.
27. Privile es 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.
28. Legal Obligations and l esponsibilities. 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.
29. Non-Reliance JLy 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
KEYS SHUTTLE agree that neither the COUNTY nor KEYS SHUTTLE 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.
30. Attestations. KEYS SHUTTLE agrees to execute such documents as the COUNTY
may reasonably require, to include a Public Entity Crime Statement, an Ethics Statement, a Drug-Free
8
4601
Workplace Statement, a Vendor Certification Regrading Scrutinized Companies, and an Affidavit
Attesting to Noncoercive Conduct for Labor or Services.
31. No Personal Liabilily. 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.
32. Execution in Counterpart . 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.
33. 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.
34. Default. Unless the COUNTY has accepted a rental installment after it has become
due together with any applicable late payments and penalties,the failure to pay rental installments when
due shall constitute a default under the terms of this lease. The failure to pay any other charges or fees
when due under this lease shall constitute a default. Further,the failure of KEYS SHUTTLE to perform
any other of the covenants of this lease, which failure shall continue for a period of fifteen (15) days, or
for such longer period of time as may be reasonably required to rectify said failure through the exercise
of prompt, diligent and continuous action, after notice thereof is given to KEYS SHUTTLE in writing
by the COUNTY, shall also constitute a default under the terms of this lease. In the event of a default,
the COUNTY may, at its option, declare the lease forfeited and may immediately re-enter and take
possession of the leased premises and this lease shall terminate. If it shall be necessary to employ the
services of an attorney in order to enforce its right under this paragraph, or to collect any of its rentals,
fees, or charges due, the COUNTY shall be entitled to reasonable attorney's fees.
35. CANCELLATION OF LEASE. The COUNTY may cancel this lease agreement by
giving KEYS SHUTTLE thirty(30)days advanced written notice upon the happening of any one of the
following events: (a)KEYS SHUTTLE fails to pay rent when due; (b) KEYS SHUTTLE fails to obtain
insurance required under this lease or allows the required insurance to lapse or fall below the minimum
required; (c)KEYS SHUTTLE 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 KEYS SHUTTLE's assets; (g) the divesting of KEYS SHUTTLE's
leasehold estate by other operation of law; (h)the desertion or abandonment by KEYS SHUTTLE of its
ground transportation business at the Airport for seven(7)consecutive calendar days,or for five(5)days
during any thirty day period (unless such failure is caused by an act of God, national emergency, or a
labor strike of which KEYS SHUTTLE has given the COUNTY immediate notice). 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, the Director of Airports shall first give the KEYS SHUTTLE a written
notification stating the default/breach. KEYS SHUTTLE 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, KEYS
SHUTTLE 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
9
4602
manner. If KEYS SHUTTLE has not corrected the default/breach at the end of the 10 days or if KEYS
SHUTTLE has provided a cure plan,which KEYS SHUTTLE has failed to timely and diligently execute,
then the COUNTY may cancel the lease in its discretion
By the end of the required notice period, KEYS SHUTTLE 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.
During the term of this lease, either of the parties hereto may cancel this agreement without cause by
giving the other party sixty (60) days written notice of its intention to do so.
36. FAA RF UIRE4,MENTS. The parties shall comply with FAA Required Lease
Clauses, which are listed in Exhibit C, attached hereto and made a part hereof.
37. hold Harmless; Indemnification; Defense;, Release- Survival. Notwithstanding any
minimum insurance requirements prescribed elsewhere in this agreement, KEYS SHUTTLE 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,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 KEYS
SHUTTLE 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 KEYS SHUTTLE or any of its employees,
agents, contractors or other invitees, or (C) KEYS SHUTTLE'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 KEYS
SHUTTLE). 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. KEYS SHUTTLE 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.
10
4603
B. VIOLATIONS. KEYS SHUTTLE 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 KEYS
SHUTTLE, 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 KEYS SHUTTLE by this
Agreement are reserved to the COUNTY.
40. Mutual Review. This agreement has been carefully reviewed by KEYS SHUTTLE and
the COUNTY, therefore this agreement is not to be construed against either party on the basis of
authorship.
IN WITNESS WHEREOF, the parties have caused this lease to be executed this day
of._....... _ 20_
(SEAL) BOARD OF COUNTY COMMISSIONERS
ATTEST: KEVIN MADOK, CLERK OF MONROE COUNTY, FLORIDA
By ................................... BY. ....... .. ._._............
Deputy Clerk Mayor/Chairman
KEYS SHUTTLE
Title
NPOE COUNTY ATTIoNnINEY
ArPIROVE;�A'§ O,F
P J.
AFTA ATTORNEY
Cute _ 10/1/24
11
4604
ffi
I�
II .,,
, I
fi
4605
J
i
r,y B l
r
p
,
r. r
r
9ek wpm �`
M ��' l��
r,
f ,
I
ab
FML
/
' r N
c
r
0
d!"
� lv
4606
EXHIBIT C
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 may be amended.
That in the event of breach of any of the above nondiscrimination covenants,Airport Owner shall have the
right to terminate the lease and to re-enter 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 Marathon 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.
14
4607
SWORN STATEMENT UNDER ORDINANCE NO. 010-1990
MONROE COUNTY, FLORIDA
ETHICS CLAUSE
AA Ty + 11
4d (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."
Date: - "
--------------
STATE OF: E,40
COUNTY OF: ''„_
Subscribed and sworn to (or affirmed) before me, by means o `K"physical presence or ❑ online
notarization, on - ?.-,1-/
(date) by �1 ban � (name of affiant). He/She is
��: ��� �� �
personally known to me or has produced .. (type of
identification) as identification.
00 ppk TAMARA LAMARCHE -
" Commission#HH 146998 NOTARY PUBLIC
Expires July 4,2025
� r Bonded Thro D Aet Nolary Sw*"
r� My Commission Expires: '2 '
4608
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 K I= V& 14 U rr ! e p ndent's name)
nor any Affiliate has been placed on the convicted vendor list within the last 36 months.
F(Signature)
Date: „(�
STATE OF: ....,.
COUNTY OF: ' '1 vj("' ..
Subscribed and sworn to (or affirmed) before me, by means of( physical presence or ❑ online
notarization, one 6`51 210 ZAL (date) by
h f I (name of affiant). He/She is personally known to
me or has produced F:L lin,fl Ole„„Q '" (type of identification) as
identification.
TAMARALAMARCHE NOTARY PUBLIC
.w#`' Commission#HH 146998
Expires July 4,2025
My Commission Expires: IA'A o4V
00
4609
VENDOR E TI :ICATION RECA 1 � SC➢.0 IIINIZED COMPANIES LISTS
Project Descri tion s :......'
Respondent Vendor Name
VendorFEIN:
Vendor's Authorized Representative Name and Title:
Address:.]_` 1 _ " .. m...... 4 ....;114w .... —..-
City _:.Y .. �' v%)., �.State: Zip;
Phone Number: 3„ . 06
111mail 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 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: - _ who is authorized
signto on behalf f — _ ice com an
Authorized Signature. hove refer .... .. .. ....-.. -
Print Name:
..
Title _............... � Q _._.... _ ...
Note: The List are available at the following Department of Management Services Site:
la[tl...f' w w,,cl .orJ i-,M..- s��x�utkaa���c�e � yIggticpns/�t4t�m.l�.������ �,a��, y�s� ��a inf)t,niati(,)rl/Collvicte(1 S,us
amSCO1111[latorw t�i lajilints vendor Hs
4610
AFFIDAVIT ATTESTING TO NONCOERCIVE CONDUCT
FOR LABOR OR SERVICES
Entity/Vendor Name: .....
Vendor FEIN:
Vendor's Authorized Representative:
(Name and Title)
Address: .. ..._ w `� �� a. ......� .± — �"".....
City _.,,_N mm...� ) ... State - — ..... ,..... Zip
Phone Number: � w "
Email Address: . _ &7r rW.KIP ��. m ..:
As a nongovernmental entity executing, renewing, or extending a contract with
a government entity, Vendor is required to provide an affidavit under penalty of
perjury attesting that Vendor does not use coercion for labor or services in
accordance with Section 787.06, Florida Statutes.
As defined in Section 787.06(2)(a), coercion means:
1. Using or threating to use physical force against any person;
2. Restraining, isolating, or confining or threating to restrain, isolate, or
confine any person without lawful authority and against her or his will;
3. Using lending or other credit methods to establish a debt by any person
when labor or services are pledged as a security for the debt, if the value
of the labor or services as reasonably assessed is not applied toward
the liquidation of the debt, the length and nature of the labor or service
are not respectively limited and defined;
4, Destroying, concealing, removing, confiscating, withholding, or
possessing any actual or purported passport, visa, or other immigration
document, or any other actual or purported government identification
document, of any person;
5. Causing or threating to cause financial harm to any person;
6. Enticing or luring any person by fraud or deceit; or
7. Providing a controlled substance as outlined in Schedule I or Schedule
11 of Section 893.03 to any person for the purpose of exploitation of that
person.
As a person authorized to sign on behalf of Vendor, I certify under penalties of
perjury that Vendor does not use coercion for labor or services in accordance
with Section 787.06. Additionally, Vendor has reviewed Section 787.06, Florida
Statutes, and agrees to abide by same.
Certified By: who is
authorized to sign on behalf of the above referenced company.
Authorized Signature
Print Name:
Title: w 4.-e
4611
DRUG-FREE WORKPLACE FORM
The under si ned'vendor in accordance with Florida Statute 287.087 hereby certifies that:
WE _ S N)
(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 specifying 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' policy
of maintaining a drug-free workplace, any available drug counseling, rehabilitation, and
employee assistance programs, 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 commodities or contractual services that are under bid, the employee will
abide by the terms of the statement and will notify the employer of any conviction of, or
plea of guilty or nolo contendere to, any violation of Chapter 893 (Florida Statutes) or of
any controlled substance law of the United States or any state, for a violation occurring in
the workplace no later than five (5) days after such conviction.
5. Impose a sanction on, or require the satisfactory 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.
& Make a good faith effort to continue to maintain a drug-free workplace through
implementation of this section.
As the person authorized to sign the statement, I certify that this firm complies fully with the above
requirements.
(Signature)
Date:
STATE OF: `t, [e ...1
COUNTY OF: ' �6)
Subscribed and sworn to (or affirmed) before me, by means of physical presence or ❑ online
notarization, on 0)(r.- � �.. _ ,41 (date) by
el 13)41 (name of affiant). He/She is personally known to
me or has produced � . (type of identification) as
identification.
TqM/RALAMARCHE NOTARY PUBLIC
Commission#HH 146996
July My Commission Expires, /
e+�ad�ti'Mtcw�r«iIJ �sanrec �P'f ,
4612