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2nd Renewal 04/19/2006 DANNY L. KOLHAGE CLERK OF THE CIRCUIT COURT DATE: May 1, 2006 TO: Bevette Moore Airport Business Administrator Pamela G. Hanr$ Deputy Clerk D FROM: At the March 15, 2006, Board of County Commissioner's meeting the Board granted approval and authorized execution of an Air Service Development Agreement between Monroe County and Gulfstream International Airlines to provide Air Service to the Florida Keys Marathon Airport. Enclosed are two duplicate originals for your handling. At the April 19, 2006, Board meeting the Board granted approval and authorized execution of the following: Supplemental Joint Participation Agreement No. 5 between Monroe County and the Florida Department of Transportation for additional funds for Planning Studies for the Key West International Airport, and the Florida Keys Marathon Airport. Enclosed are three duplicate originals, executed on behalf of Monroe County, for your handling. Please be sure to return the fully executed "Monroe County Clerk's Office Original" and the ''Monroe County Finance Department's Original" as soon as possible. (Janitorial Services Renewal Agreement between Monroe County and Judy Bobick (Ace Building Maintenance, GFAS) for services at the Key West International Airport. Enclosed is a duplicate original for your handling. Should you have any questions please do not hesitate to contact this office. cc: County Attorney Finange File ../ JANITORIAL SERVICES RENEWAL AGREEMENT THIS JANITORIAL SERVICES RENEW AL agreement is entered into by and between Monroe County, a political subdivision of the State of Florida, hereafter "Owner" or "County", and JUDY BOBICK, hereafter "Contractor". WHEREAS, on the 21st day of April, 2004, the parties entered into a Contract For Janitorial Services at Key West International Airport, hereafter original agreement, copy of which is attached to this renewal agreement and made a part of it~ and WHEREAS, the original agreement term ended on April 20, 2005 and the parties entered into a renewal agreement for an additional year, a copy of which is attached~ and WHEREAS, the term of the renewal agreement began on April 21, 2005 and expires on April 20, 2006 but the parties desire to renew the original agreement an additional 1 year~ and WHEREAS, the Janitorial Services Agreement has been mutually beneficial to both parties; 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. Contract Sum. The County shall pay to the Contractor for the faithful performance of said service on a per month in arrears basis in each of twelve (12) months. The Contractor shall invoice KWIA monthly for janitorial services performed under the Specifications contained herein. The Contract amount shall be One Hundred Seventy-Two Thousand, One Hundred Eighty- Four Dollars and seven cents ($172,184.07) 2. Paragraph 4 of the original agreement is amended to read: 4. Term of ContractlRenewal. a) This contract shall be for a period of one year commencing on April 21, 2006 and terminating on April 20, 2007. b) Upon completion of the term of this renewal period, the parties shall have the option to renew for two additional one year periods. The contract amount agreed to herein may be adjusted annually, on the renewal date of each year, by a percentage equal to the percentage increase in the CPI for urban consumers for the preceding calendar year. c) Should additional service be required at KWIA on a permanent basis, the additional specific tasks, and costs for these tasks, will be mutually agreed upon in writing, and approved by the Airport Manager and by the contractor. 3 The following paragraph is appended to the Janitorial Services Renewal Agreement and incorporated into the original agreement as paragraph 14. 14. Airport Security. a. General. The federal Transportation Security Administration is the federal agency primarily responsible for overseeing the security measures utilized by the airport owner pursuant to the relevant provisions of Chapter 49, United States Code, and regulations adopted under the authority of the Code, including but not limited to 49 CFR 1540, et seq. Violations of the statutes or regulations may result in severe civil monetary penalties being assessed against the airport operator. It is the intent of the airport operator that the burdens and consequences of any security violations imposed upon the airport operator as a result of actions by an airport tenant or the airport tenant's employees, agents, invitees, or licensees shall be borne by the airport tenant. b. Airport Tenant Defined. An airport tenant means any person, entity, organization, partnership, corporation, or other legal association that has an agreement with the airport operator to conduct business on airport property. The term also includes an airport tenant as defined in 49 CFR 1540.5. Each signatory to this Agreement, other than the airport operator, is an airport tenant. c. Airport Operator Defined. As used in this Agreement, airport operator means Monroe County, Florida, its elected and appointed officers, and its employees. d. Airport Property Defined. Airport property shall mean the property owned or leased by, or being lawfully used by, the airport operator for civil aviation and airport-related purposes. For purposes of this Agreement, airport property is the property generally referred to as the Key West Airport, the Marathon Airport, or both as may be set forth in this Agreement. e. Inspection Authority. The airport tenant agrees to allow Transportation Security Administration (TSA) authorized personnel, at any time or any place, to make inspections or tests, including copying records, to determine compliance of the airport operator or airport tenant with the applicable security requirements of Chapter 49, United States Code, and 49 CFR 1540, et seq. f. Airport Security Program. The airport tenant agrees to become familiar, to the extent permitted by the airport operator, with the Airport Security Program promulgated by the airport operator and approved by TSA, and also agrees to conform its' operations and business activities to the requirements of the Airport Security Program. g. Tenant Security Program. If permitted under TSA regulations, the airport tenant may voluntarily undertake to maintain an Airport Tenant Security Program as referred to in 49 CFR 1542.113. If the airport tenant voluntarily promulgates an Airport Tenant Security Program that is approved by TSA, such program, as may be amended and approved from time to time, shall be automatically incorporated into this Agreement. h. Breach of Agreement. Should TSA determine that the airport tenant or one or more of the airport tenant's employees, agents, invitees, or licensees has committed an act or omitted to act as required, and such act or omission is a violation which results in TSA imposing a civil penalty against the airport operator in accordance with TSA's Enforcement Sanction Guidance Policy, such determination and imposition of a civil penalty by TSA shall be considered a significant breach of this Agreement. (1). Minimum Violation. If the violation is the first or second violation attributed to the airport tenant and is a civil penalty "minimum violation" as provided for in TSA's Enforcement Sanction Guidance Policy, the airport tenant may cure the breach by paying to the airport operator the total costs incurred by the airport operator, including any fines or penalties imposed, in investigating, defending, mitigating, compromising, or taking of remedial measures as may be agreed to by TSA, to include but not be limited to reasonable attorney's fees and costs incurred in the investigation, defense, compromising, mitigation, or taking of remedial action measures. If the violation is a third violation, or there are multiple violations in excess of two violations, that is or are a civil penalty "minimum violation", the airport tenant shall pay to the airport operator the total costs incurred by the airport operator, including any fines or penalties imposed, in investigating, defending, compromising, mitigating, or taking of remedial measures as may be agreed to by TSA, to include but not be limited to reasonable attorney's fees and costs incurred in the investigation, defense, compromising, mitigation, or taking of remedial action measures; and, further, the airport operator shall have the right to unilaterally cancel this Agreement, such cancellation to be effective thirty calendar days after receipt by the airport tenant of written notice of cancellation of this Agreement by the airport operator. (2). Moderate Violation. If the violation is the first or second violation attributed to the airport tenant and is a civil penalty "moderate violation" as provided for in TSA's Enforcement Sanction Guidance Policy, the airport tenant may cure the breach by paying to the airport operator the total costs incurred by the airport operator, including any fines or penalties imposed, in investigating, defending, compromising, mitigating, or taking of remedial measures as may be agreed to by TSA, to include but not be limited to reasonable attorney's fees and costs incurred in the investigation, defense, compromising, mitigation, or taking of remedial action measures; and, further, the airport tenant may cause all of airport tenant's employees involved in the airport tenant's business operations on the airport property to undergo such security training as may be required by the airport operator. The total cost of the training shall be paid for by the airport tenant. If the violation is a third violation, or there are multiple violations in excess of two violations, that is or are a civil penalty "moderate violation", the airport tenant shall pay to the airport operator the total costs incurred by the airport operator, including any fines or penalties imposed, in investigating, defending, compromising, mitigating, or taking of remedial measures as may be agreed to by TSA, to include but not be limited to reasonable attorney's fees and costs incurred in the investigation, defense, compromising, mitigation, or taking of remedial action measures; and, further, the airport operator shall have the right to unilaterally cancel this Agreement, such cancellation to be effective thirty calendar days after receipt by the airport tenant of written notice of cancellation of this Agreement by the airport operator. (3). Maximum Violation. If the violation is the first violation attributed to the airport tenant and is a civil penalty "maximum violation" as provided for in TSA's Enforcement Sanction Guidance Policy, the airport tenant may cure the breach by paying to the airport operator the total costs incurred by the airport operator, including any fines and penalties imposed, in investigating, defending, compromising, mitigating, or taking of remedial measures as may be agreed to by TSA, to include but not be limited to reasonable attorney's fees and costs incurred in the investigation, defense, compromising, mitigation, or taking of remedial action measures; and, further, the airport tenant may cause all of airport tenant's employees involved in the airport tenant's business operations on the airport property to undergo such security training as may be required by the airport operator. The total cost of the training shall be paid for by the airport tenant. If the violation is a second violation, or there are multiple violations, that is or are a civil penalty "maximum violation", the airport tenant shall pay to the airport operator the total costs incurred by the airport operator, including any fines or penalties imposed, in investigating, defending, compromising, mitigating, or taking of remedial measures as may be agreed to by TSA, to include but not be limited to reasonable attorney's fees and costs incurred in the investigation, defense, compromising, mitigation, or taking of remedial action measures; and, further, the airport operator shall have the right to unilaterally cancel this Agreement, such cancellation to be effective thirty calendar days after receipt by the airport tenant of written notice of cancellation of this Agreement by the airport operator. (4). Mitigation of Breach. TSA has a policy of forgoing civil penalty actions when the airport operator detects violations, promptly discloses the violations to TSA, and takes prompt corrective action to ensure that the same or similar violations do not recur. This policy is known as the TSA V oJuntary 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; Indemnification; Defense; Release; Survival. Notwithstanding any minimum insurance requirements prescribed elsewhere in this Agreement, the airport tenant agrees to hold harmless, indemnify, defend and release the airport operator, and the airport operator's elected and appointed officers and employees, from any claims, actions, causes of action, litigation, administrative proceedings, appellate proceedings, or other proceedings relating to any and all types of injury, including death, loss, damage, fines, penalties, or business interruption of any nature whatsoever, of or to any person or property in connection with the use of the airport property under this Agreement, regardless of causation and including criminal acts of third parties; and especially including any and all fines, penalties, out of pocket expenses, attorney's fees and costs, and costs of remediation or additional security measures required to be implemented by any governmental agency (including but not limited to the F ederal 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. 4. Except as set forth in paragraphs one, two and three of this Janitorial Services Renewal Agreement, in all other respects, the terms and conditions of the original agreement remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have set their hands and seals the day and year first above written. (SEAL) COMMISSIONERS ATTEST: DANNY L. KOLHAGE, CLERK G~ Deputy Clerk BOARD OF COUNTY OF MONROE COUNTY, FLORIDA :r 0 ~ ~ 1> ~ :::u _ z :::c: o"''''z :::- ~~ 1'1'\ ' c--- Witnesses M'2fr,OE COUNTY ATTORN...EY r~ VEO ST~ PEOR J,MERf~... h<._ ~STANT. COlllIJTY I~r' "". 1'( airp~ 0(")' f;:o~ ~nr CONTRACTOR :-<:-1:;: ~..."C) .1' '. .~ By ---- YBOBCK . ~~f/(jb -0 :x is; ." - a- m o ." a ;:0 ::0 .., C"') o :::0 o By ...., ot was prepared and approved as to form by: