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1st Extension 03/16/2005 DANNY L. KOLHAGE CLERK OF THE CIRCUIT COURT DATE: Aprill, 2005 TO: Peter Horton, Manager Monroe County Airports ATTN: Bevette Moore Airport Business Administrator Pamela G. Hancatfl!;v Deputy Clerk CJl FROM: At the March 16, 2005, Board of County Commissioner's meeting the Board granted approval and authorized execution of the following: Public Transportation Supplemental Joint Participation Agreement Number 5, Contract No. AK043, between Monroe County and the Florida Department of Transportation to provide funds for Planning Studies. Public Transportation Supplemental Joint Participation Agreement Number 1, Contract No. ANJ94, between Monroe County and the Florida Department of Transportation to provide additional funding for Runway Safety Area Development at the Key West International Airport. Public Transportation Supplemental Joint Participation Agreement Number 2, Contract No. ANI03, between Monroe County and the Florida Department of Transportation to provide additional funding for Security Requirements at the Key West International Airport. Public Transportation Joint Participation Agreement, Contract No. ANU96, between Monroe County and the Florida Department of Transportation to provide funding for Security Equipment at the Key West International Airport. Public Transportation Joint Participation Agreement, Contract ANU97, between Monroe County and the Florida Department of Transportation to provide funding for a new Terminal Building at the Key West International Airport. Enclosed are three duplicate originals of each of the above-mentioned JP As, executed on behalf of Monroe County, for your handling. Please be sure to return the fully executed "Monroe County Clerk's Office Originals" and the "Monroe County Finance Department's Originals" as soon as possible. Purchase/Service Order No. 04/05-12 between Monroe County and URS to update and revise the Rates & Charges Study for the Key West International Airport. Purchase/Service Order No. 04/05-11 between Monroe County and URS to provide a Finance Plan for the new Terminal Project at the Key West International Airport. Enclosed is a copy of each of the above-mentioned PSOs for your handling. j Lease Extension Agreement and Addendum between Monroe County and Hertz Corporation for facilities at the Key West International Airport. Lease Amendment between Monroe County and Mountain Air Cargo, Inc. for operations at the Florida Keys Marathon Airport. Enclosed is a duplicate original of each of the above-mentioned Leases for your handling. Should you have any questions please do not hesitate to contact this office. cc: County Administrator w/o documents Finance w/o FDOT JPAs County Attorney File LEASE EXTENSION AGREEMENT KWIA THE HERTZ CORPORAnON THIS LEASE EXTENSION agreement is entered into this /6i:!: day of' ~~. 2004;' by_u a~~__~~~~~n Monroe County, a political. subdivision of. the State of Flonaa, THE --------hereafter Lessor, and HERTZ CORPORATION, Qualified to do business In the State of Florida, hereafter Lessee. WHEREAS, on the 21st day of February, 2001, the parties entered Into a car rental lease and concession at the Key West International Airport, hereafter original lease, copy of which Is attached to this extension agreement and made a part of It; and WHEREAS, the term of the original agreement was for five years, commencing on April 21, 1999, but the parties desire to extend the original agreement term by ten years; now, therefore, IN CONSIDERATION of the mutual promises and covenants set forth below, the parties agree as follows: 1. Paragraph 2 of the original agreement Is amended to read: 2. Term. This Agreement is for a term of ten years, commencing on April 21, 2004 and expiring on April 20, 2014. 2. Paragraph 3 of the original agreement is amended to read: 3. Rental and Fees Lessee, for and during the term hereof, shall pay to Lessor for the use and occupancy of said Basic Premises and for the rights and privileges herein granted it as follows: (a) Counter space. Includes that space physically fmclosed by the counter, side partitions and back wall. Rental for this space will be paid for at the rate of - $38.32 per square foot per annum plus tax, with a guaranteed minimum total counter space rent of $4,778.50, per annum, including tax. (b) Office space rental will be paid for at the rate of $30.66 per square foot per annum plus tax, with a guaranteed minimum total counter space rent of $3822.30, per annum, including tax. (c) Car Ready Spaces as described In Exhibit B - no char~;e. (d) Concession Fee Guaranteed minimum annual concession fee for each contract year of the ten year term of this concession agreement shall be $107,700.00 per year. The Lessee agrees to pay monthly ten percent of gross revenues for the previous month or one twelfth the guaranteed annual minimum, whichever is greater. In the event the total amount paid during anyone year period under this method exceeds ten percent of gross revenues or the annual minimum guarantt!e, WhicheVer Is greater, for that one year period, an adjustment will be made to the first months concession fee for the next subsequent period or, at the end of the tenth year, reimbursement will be made within thirty days. Lessee also agrees to pay to the Lessor $2500 per month, payable in advance by the first of each month, to be used by the County for capital improvements to the existing KWIA terminal building, or a new terminal building, if the BOCC elects to construct a new terminal building. A performance bond in the amount of $25,000.00 shall be provided to the Board of County Commissioners and shall be held In escrow as security to ensure conformance with the contract provisions. It Is not the Intent of the County to call the bond for rental payments unless there is a violation of the contract. These rates are subject to rates and charges as approved by the BOCC, or with an Increase annually, by a percentage equal to the percentage increase in the CPI for urban consumers for the preceding calendar year. In the event the KWIA Public Works area becomes available, Lessee desires to lease the property from the Lessor for twenty years, at appraised Fair Market Value, with a $1,000,000 fee up front. Commencing on the date Hertz leases the Public Works area, the additional $2,500 per month fee will no longer be applicable, per 2~). Upon possession of the Public Works area, the $2500 per month added fee will terminate. ('e}---t-essee-als&-agFees-to--pay--the-€etfflty-$2;500'1'eF--meRth-t$-3a;OO&-per--yeeti Q7 -l3a'fa~ffl-adwtAee-by-tfle-fit"9t-of-eeeh-1'no"th-,to-be--used-by-the-C-ot:lnty-sotely-for c.apital ~.. -improvements to-the-existmg-'iEWl]!r-termfnar-btritding-or-a-new--teTminatirottdmg-"'O'f"""the -{;et:tflty~BeMd-M-€ettflt'f-C-ernmi59iO"efS" elects to--eonstruet-a-new-tern .Inel Widing. 3. Except as set forth in paragraphs two and three of this lease extension agreement In all other respects the terms and conditions of the original agreement remain in full force and effect. 4. General Insurance ReqUirements for Airport! Aircraft Activities. Prior to the commencement of work governed by this contract (including the pre- staging of personnel and material), the Vendor shall obtain, at his/her own expense, insurance as specified in the attached schedules, which are made part of this contract. The Vendor will ensure that the insurance obtained will extend protection to all Contractors engaged by the Vendor. The Vendor will not be permitted to commence work governed by this contract (Including pre-staging of personnel and material) until satisfactory evidence of the required Insurance has been furnished to the County as specified below. The Vendor shall maintain the required insurance throughout the entire term of this contract and any extensions specified in any attached schedules. Failure to comply with this provision may result In the immediate suspension of all activities conducted by the Vendor and its Contractors until the required Insurance has been reinstated or replaced. The Vendor 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 polley. The County, at Its sole option, has the right to request a certified copy of any or all insurance policies required by this contract. All insurance policies must specify that they are not subject to cancellation, non- renewal, material change, or reduction in coverage unless a minimum of thirty (30) days prior notification is given to the County by the insurer. The acceptance and/or approval of the Vendor's Insurance shall not be construed as relieving the Vendor from any liability or obligation assumed under this contract or imposed by law. The Monroe County Board of County Commissioners, its employees and officials will be included as "Addltionallnsured" 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. General Liability: As a minimum, the required general liability coverages will include: Premises Operations, Products and Completed Operations, Blanket Contractual, Personal Injury, Expanded Definition of Property Damage. Required limits: $1,000,000 Combined Single Limit. If split limits are provided, the minimum limits acceptable shall be: $500,000 per Person; $1,000,000 per Occurrence; $100,000 Property Damage. Vehicle Liability: As a minimum, coverage should extend to liability for Owned; Non- owned; and Hired Vehicles. Required Limits: $1,000,000 Combined Single Limit. If split limits are provided, the minimum limits acceptable shall be: $500,000 per Person; $1,000,000 per Occurrence; $100,000 Property Damage. Workers' Compensation And Employers' Liability: $1,000,000 Bodily Injury by Accident, $1,000,000 Bodily Injury by Disease, polley limits, $1,000,000 Bodily Injury by Disease, each employee. 5.a) Records. Lessee 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 to this Agreement for public records purposes during the term of the Agreement and for four years following the termination of this Agreement. If an auditor employed by the Lessor or Clerk determines that monies paid to Lessee pursuant to this Agreement were spent for purposes not authorized by this Agreement, the Lessee shall repay the monies together with interest calculated pursuant to Sec. 55.03, FS, running from the date the monies were paid to Lessee. b) Governing Law, Venue, Interpretation, Costs, and Fees: This Agreement shall be governed by and construed In accordance with the laws of the State of Florida applicable to contracts made and to be performed entirely in the State. In the event that any cause of action or administrative proceeding is instituted for the enforcement or interpretation of this Agreement, the Lessor and Lessee agree that venue will lie in the appropriate court or before the appropriate administrative body in Monroe Lessor, Florida. The Lessor and Lessee 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. c) 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 Lessor and Lessee agree to reform the Agreement to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. d) Attorney's Fees and Costs. The Lessor and Lessee agree that in the event any cause of action or administrative proceeding is initiated or defended by any party relative to the enforcement or interpretation of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, court costs, investigative, and out-of-pocket expenses, as an award against the non- prevailing party, and shall include attorney's fees, courts costs, Investigative, and out-of-pocket expenses In appellate proceedings. Mediation proceedings initiated and conducted pursuant to this Agreement shall be in accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the circuit court of Monroe Lessor. e) Binding Effect. The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to the benefit of the Lessor and Lessee and their respective legal representatives, successors, and assigns. f) 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 Lessor and corporate action, as required by law. g) Claims for Federal or State Aid. Lessee and Lessor agree that each shall be, and Is, empowered to apply for, seek, and obtain federal and state funds to further the purpose of this Agreement; provided that all applications, requests, grant proposals, and funding solicitations shall be approved by each party prior to submission. h) Adjudication of Disputes or Disagreements. Lessor and Lessee agree that all disputes and disagreements shall be attempted to be resolved by meet and confer sessions between representatives of each of the parties. If no resolution can be agreed upon within 30 days after the first meet and confer session, the Issue or issues shall be discussed ata public meeting of the Board of Lessor Commissioners. If the issue or issues are still not resolved to the satisfaction of the parties, then any party shall have the right to seek such relief or remedy as may be proVided by this Agreement or by Florida law. i) 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, Lessor and Lessee agree to participate, to the extent required by the other party, in all proceedings, hearings, processes, meetings, and other activities related to the substance of this Agreement or provision of the services under this Agreement. Lessor and Lessee specifically agree that no party to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement. j) Nondiscrimination. Lessor and Lessee 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. Lessor or Lessee agrees to comply with all Federal and Florida statutes, and all local ordinances, as applicable, relating to nondiscrimination. These include but are not limited to: 1) Title VI of the Civil Rights Act of 1964 (PL 88-352) which prohibits discrimination on the basis of race, color or national origin; 2) Title IX of the Education Amendment of 1972, as amended (20 USC ss. 1681-1683, and 1685- 1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended (20 use 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 fJreventlon, Treatment and Rehebilltfltlon Act of 1970 (PL 91-616), iI~ 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 patent records; 8) Title VIII of the Civil Rights Act of 1968 (42 USC s. et seq.), as amended, relating to nondiscrimination In the sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC s. 1201 Note), as maybe amended from time to time, relating to nondiscrimination on the basis of disability; 10) Any other nondiscrimination provisions in any Federal or state statutes which may apply to the parties to, or the subject matter of, this Agreement. k) Covenant of No Interest. lessor and lessee covenant that neither presently has any interest, and shall not acquire any interest, which would conflict In any manner or degree with Its performance under this Agreement, and that only interest of each is to perform and receive benefits as recited in this Agreement. I) Code of Ethics. lessor agrees that officers and employees of the lessor recognize and will be required to comply with the standards of conduct for public officers and employees as delineated in Section 112.313, Florida Statutes, regarding, but not limited to, solicitation or acceptance of gifts; doing business with one's agency; unauthorized compensation; misuse of public position, conflicting employment or contractual relationship; and disclosure or use of certain information. m) No Solicitation/Payment. The lessor and lessee warrant that, In respect to Itself, it has neither employed nor retained any company or person, other than a bona fidE! employee working solely for It, to solicit or secure this Agreement and that it has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working solely for it, any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For the breach or violation of the provision. the lessee agrees that the lessor shall have the right to terminate this Agreement without lJabillty and, at its discretion, to offset from monies owed, or otherwise recover, the full amount of such fee, commission, percentage, gift, or consideration. 1'1) Public Access. The lessor and lessee shall allow and permit reasonable access to, and inspection of, all documents, papers, letters or other materials in Its possession or under its control subject to the provisions of Chapter 119, Florida Statutes, and made or received by the lessor and lessee in conjunction with this Agreement; and the lessor shall have the right to unilaterally cancel this Agreement upon violation of this provision by Lessee. 0) Non-Waiver of Immunity. Notwithstanding he prOVIsions of Sec. 286.28, Florida Statutes, the participation of the lessor and the lessee In this Agreement and the acquisition of any commercial liability insurance coverage, self-Insurance coverage, or local government liability Insurance pool coverage shall not be deemed a waiver of immunity to the extent of liability coverage, nor shall any contract entered into by the lessor be required to contain any provision for waiver. p) Privileges and Immunities. All of the privileges and immunities from liability, exemptions from laws, ordinances, and rules and pensions and relief, disability, workers' compensation, and other benefits which apply to the activity of officers, agents, or employees of any public agents or employees of the lessor, when performing their respective functions under this Agreement within the territorial limits of the lessor shall apply to the same degree and extent to the performance of such functions and duties of such officers, agents, volunteers, or employees outside the territorial limits of the lessor. q) 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 partidpating 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 Lessor, except to the extent permitted by the Florida constitution, state statute, and case law. r) Non-Reliance by Non-Parties. No person or entity shall be entitled to rely upon the terms, or any of them, of this Agreement to enforce or attempt to enforce any third-party claim or entitlement to or benefit of any service or program contemplated hereunder, and the Lessor and the Lessee agree that neither the Lessor nor the Lessee or any agent, officer, or employee of either shall have the authority to inform, counsel, or otherwise indicate that any particular individual or group of individuals, entity or entities, have entitlements or benefits under this Agreement separate and apart, Inferior to, or superior to the community in general or for the purposes contemplated In this Agreement. s) Attestations. Lessee agrees to execute such documents as the Lessor may reasonably require, to include a Public Entity Crime Statement, an Ethics Statement, and a Drug-Free Workplace Statement. t) 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 Lessor in his or her individual capacity, and no member, officer, agent or employee of Monroe Lessor shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. u) 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 singing any such counterpart. v) Section Headings. Section headings have been Inserted in this Agreement as a matter of convenience of reference only, and it is agreed that such section headings are not a part of this Agreement and will not be used in the interpretation of any provision of this Agreement. w) Indemnify/Hold Harmless. Lessee agrees to indemnify and save Lessor harmless from and against all claims and actions and expenses incidental thereto, arising out of damages or claims for damages resulting from the negligence of Lessee, Its agents, or employees while Lessee Is cleaning the Airport facilities. However, Lessee shall not be liable for any claims, actions or expenses which arise from the negligent or intentional acts or omissions of the Lessor, Its agents or employees. The extent of liability is in no way limited to, reduced, or lessened by the insurance reqt;firerytents contained elsewhere within this agreement. . IN WITNESS WHEREOF, the parties hereto have set their hands and seals the day and year ftrstabove written. (SEAL) Attest: THE .- BOARD OF COUNTY COMMISSIONIRS ~ OF MONROE COUNTY, FLORIDA [:::: ~ \) I / ~- _ /8~.. ~ By '{/-~Jd /.r/. ~:".'" Mayor/Chairperson::::! ,~ . - :.: .. --<'j -'l' .- HERTZ ~TION t;r0j By ~ Name: Simon Ellis TItle Vice President. Properties and Concessions (SfAL) ATTEST: DANNY L. KOLHAGE, CLERK ~y~ D puty Clerk Secretary BY DATE ,. 1J.O~,{~ OFFICE b If A t'IE I LOBBYING AND CONFLICT OF INTEREST CLAUSE SWORN STATEMENT UNDER ORDINANCE NO. 016-1990 MONROE COUNTY, FLORIDA ETHICS CLAUSE Simon Ellis warrants that he/it has not employed, retained or otherwise had act on his/its behalf any former County officer or employee in violation of Section 2 of Ordinance No. 10-1990 or any County officer or employee in violation of Section 3 of Ordinance No. 10-1990. For breach or violation of this provision the County may, in its discretion, terminate this contract without liability and may also, in its discretion, deduct from the contract or purchase price, or otherwise recover, the full amount of any fee, commission, percentage, gift, or consideration paid to the ti (signature) Date: Od "1,.,, I . 2554 :/11/05' STATE OF NEW JERSEY COUNTY OF BERGEN PERSONALLY APPEARED BEFORE ME, the undersigned authority, Simon Ellis who, after first being oS'worn by me, affixed hislher signature (name of individual signin~ in the space provided above on this \ \ .j1.A.,^vC'\~ 200) .g.GtQ~ \ ,~ . ~ AJ/L~ , LINDA DRAVIN JtIiQ~~ ~ loJE'v'v JERSEY ~~~I~lAESJAN. 24, 2009 . day of My commission expires: OMB - MCP FORM #4 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 consultant 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." By: ~ , Simon Ellis, Vice President, Properties and Concessions THE HERTZ CORPORATION . . ADDENDUM TO LEASE EXTENSION AGREEMENT KWIA THE HERTZ CORPORATION WS "ddendum agreement is entered into this jc,I{ day of ~., 2005 by and between Monroe County, a poli tical subdivision of the State of Florida, (hereafter "Lessor"), and The Hertz Corporation, qualified to do business in the State of Florida, (hereafter "Lessee"). WHEREAS, on the 21st day of February, 2001, the parties entered into a car rental lease and concession at the Key West International Airport, hereafter original lease copy of which is attached to the extension agreement and made a part of it; and WHEREAS, the term of the original agreement was for five years, commencing on April 21, 1999, but the parties desire to extend the original agreement term by ten years; now, therefore, IN CONSIDERATION of the mutual promises and covenants set forth in the lease extension, the parties agree to append to the lease extension the following: 6. Airport Security. a. General. The federal Transportation Security Administration is the federal agency primarily responsible for overseeing the security measures utilized by the airport owner pursuant to the relevant provisions of Chapter 49, United States Code, and regulations adopted under the authority of the Code, including but not limited to 49 CFR 1540, et seq. Violations of the statutes or regulations may result in severe civil monetary penal ties being assessed against the airport operator. It is the intent of the airport operator that the burdens and consequences of any security violations imposed upon the airport operator as a result of actions by an airport tenant or the airport tenant's employees, agents, invitees, or licensees shall be borne by the airport tenant. b. Airport Tenant Defined. An airport tenant means any person, entity, organization, partnership, corporation, or other legal association that has an agreement with the airport operator to conduct business on airport property. The term also includes an airport tenant as defined in 49 CFR 1540.5. Each signatory to this Agreement, other than the airport operator, is an airport tenant. c. Airport Operator Defined. As used in this Agreement, airport operator means Monroe County, Florida, its elected and appointed officers, and its employees. d. Airport Property Defined. Airport property shall mean the property owned or leased by, or being lawfully used by, the airport operator for civil aviation and airport-related purposes. For purposes of this Agreement, airport property is the property generally referred to as the Key West Airport, the Marathon Airport, or both as may be set forth in this Agreement. e. Inspection Authority. The airport tenant agrees to allow Transportation Security Administration (TSA) authorized personnel, at any time or any place, to make inspections or tests, including copying records, to determine compliance of the airport operator or airport tenant with the applicable security requirements of Chapter 49, United States Code, and 49 CFR 1540, et seq. f. Airport Security Program. The airport tenant agrees to become familiar, to the extent permitted by the airport operator, with the Airport Security Program promulgated by the airport operator and approved by TSA, and also agrees to conform its' operations and business acti vi ties to the requirements of the Airport Security Program. g. Tenant Security Program. If permitted under TSA regulations, the airport tenant may voluntarily undertake to maintain an Airport Tenant Security Program as referred to in 49 CFR 1542.113. If the airport tenant voluntarily promulgates an Airport Tenant Security Program that is approved by TSA, such program, as may be amended and approved from time to time, shall be automatically incorporated into this Agreement. h. Breach of Agreement. Should TSA determine that the airport tenant or one or more of the airport tenant's employees, agents, invi tees, or licensees has committed an act or omitted to act as required, and such act or omission is a violation which results in TSA imposing a civil penalty against the airport operator in accordance with TSA's Enforcement Sanction Guidance Policy, such determination and imposition of a civil penalty by TSA shall be considered a significant breach of this Agreement. (1). Minimum Violation. If the violation is the first or second violation attributed to the airport tenant and is a civil penalty "minimum violation" as provided for in TSA's Enforcement Sanction Guidance Policy, the airport tenant may cure the breach by paying to the airport operator the total costs incurred by the airport operator, including any fines or penalties imposed, in investigating, defending, mitigating, compromising, or taking of remedial measures as may be agreed to by TSA, to include but not be limited to reasonable attorney's fees and costs incurred in the investigation, defense, compromising, mitigation, or taking of remedial action measures. If the violation is a third violation, or there are multiple violations in excess of two violations, that is or are a civil penalty "minimum violation", the airport tenant shall pay to the airport operator the total costs incurred by the airport operator, including any fines or penalties imposed, in investigating, defending, compromising, mitigating, or taking of remedial measures as may be agreed to by TSA, to include but not be limited to reasonable attorney's fees and costs incurred in the investigation, defense, compromising, mitigation, or taking of remedial action measures; and, further, the airport operator shall have the right to unilaterally cancel this Agreement, such cancellation to be effective thirty calendar days after receipt by the airport tenant of written notice of cancellation of this Agreement by the airport operator. (2). Moderate Violation. If the violation is the first or second violation attributed to the airport tenant and is a civil penalty "moderate violation" as provided for in TSA's Enforcement Sanction Guidance Policy, the airport tenant may cure the breach by paying to the airport operator the total costs incurred by the airport operator, including any fines or penalties imposed, in investigating, defending, compromising, mitigating, or taking of remedial measures as may be agreed to by TSA, to include but not be limited to reasonable attorney's fees and costs incurred in the investigation, defense, compromising, mitigation, or taking of remedial action measures; and, further, the airport tenant may cause all of airport tenant's employees involved in the airport tenant's business operations on the airport property to undergo such security training as may be required by the airport operator. The total cost of the training shall be paid for by the airport tenant. If the violation is a third violation, or there are multiple violations in excess of two violations, that lS or are a civil penalty "moderate violation", the airport tenant shall pay to the airport operator the total costs incurred by the airport operator, including any fines or penal ties imposed, in investigating, defending, compromising, mitigating, or taking of remedial measures as may be agreed to by TSA, to include but not be limited to reasonable attorney's fees and costs incurred in the investigation, defense, compromising, mitigation, or taking of remedial action measures; and, further, the airport operator shall have the right to unilaterally cancel this Agreement, such cancellation to be effective thirty calendar days after receipt by the airport tenant of written notice of cancellation of this Agreement by the airport operator. (3). Maximum Violation. If the violation is the first violation attributed to the airport tenant and is a civil penalty "maximum violation" as provided for in TSA's Enforcement Sanction Guidance Policy, the airport tenant may cure the breach by paying to the airport operator the total costs incurred by the airport operator, including any fines and penalties imposed, in investigating, defending, compromising, mitigating, or taking of remedial measures as may be agreed to by TSA, to include but not be limited to reasonable attorney's fees and costs incurred in the investigation, defense, compromising, mitigation, or taking of remedial action measures; and, further, the airport tenant may cause all of airport tenant's employees involved in the airport tenant's business operations on the airport property to undergo such security training as may be required by the airport operator. The total cost of the training shall be paid for by the airport tenant. If the violation is a second violation, or there are multiple violations, that is or are a civil penalty "maximum violation" , the airport tenant shall pay to the airport operator the total costs incurred by the airport operator, including any fines or penalties imposed, in investigating, defending, compromising, mitigating, or taking of remedial measures as may be agreed to by TSA, to include but not be limited to reasonable attorney's fees and costs incurred in the investigation, defense, compromising, mitigation, or taking of remedial action measures; and, further, the airport operator shall have the right to unilaterally cancel this Agreement, such cancellation to be effective thirty calendar days after receipt by the airport tenant of wri tten notice of cancellation of this Agreement by the airport operator. (4). Mitigation of Breach. TSA has a policy of forgoing civil penalty actions when the airport operator detects violations, promptly discloses the violations to TSA, and takes prompt corrective action to ensure that the same or similar violations do not recur. This policy is known as the TSA Voluntary Disclosure Program Policy, and is designed to encourage compliance with TSA regulations, foster secure practices, and encourage the development of internal evaluation programs. The airport tenant agrees that upon detecting a violation the airport tenant will immediately report it to the airport operator. Should the TSA ultimately determine that the violation was committed by the airport tenant, or an employee, agent, invitee, or licensee of the airport tenant, but the violation should result in the issuance of a letter of correction in lieu of a civil penalty, then the airport tenant shall reimburse the airport operator the total costs incurred by the airport operator in investigating, defending, mitigating, or taking of remedial measures as may be agreed to by TSA, to include but not be limited to reasonable attorney's fees and costs incurred in the investigation, defense, mitigation, or taking of remedial action measures. A violation resulting in the issuance of a letter of correction shall not be considered to be a breach of this Agreement by the airport tenant. (5). Survival of Sub-Section. This sub-section h shall survive the cancellation or termination of this Agreement, and shall be in full force and effect. i. Hold Harmless; Indemnifica tion; Defense; Release; Survival. Notwithstanding any minimum insurance requirements prescribed elsewhere in this Agreement, the airport tenant agrees to hold harmless, indemnify, defend and release the airport operator, and the airport operator's elected and appointed officers and employees, from any claims, actions, causes of action, litigation, administrative proceedings, appellate proceedings, or other proceedings relating to any and all types of injury, including death, loss, damage, fines, penalties, or business interruption of any nature whatsoever, of or to any person or property in connection with the use of the airport property under this Agreement; and especially including any and all fines, penalties, out of pocket expenses, attorney's fees and costs, and costs of remediation or additional security measures required to be implemented by any governmental agency (including but not limited to the Federal Aviation Administration and the Transportation Security Administration) resulting from a violation of any federal law or federal regulation. This sub-section shall survive the cancellation or termination of this Agreement. ATTEST: D4NNY L. KOLHAGE Cti-BRij,l> - ~...,~ ___ -_.,:\ .... -'0" BOARD OF COUNTY COMISSIONERS OF MONROE COUNTY '{~J~ >n ~e&U Dixie Spehar, Mayor By: Dated ~jf.ljo5: , / THE HERTZ ..,/ !Jft-f~4AL h;, 4~-tJ By: Notary Public I THERESA M. BROOKS NOTARY PUBLIC OF NEW JERSEY Title: Staff Vice President. Real Estate MY COMMISSION EXPIRES AUG. 12. 200t Dated h7ar-cA 16-:' ;?OO~ BY .J '.,,) ".J _.1_., ." I~ ,- .. "j .- ~~'.... t=~ r--- ."