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12/10/2014 Agreement •amiiii- o 44- 41# ' 9 CPA ifi CLERK OF CIRCUIT COURT & COMPTROLLER o ; ` a MONROE COUNTY,FLORIDA c OG 1 Nry�LORIDA�� DATE: January 6, 2015 TO: Don DeGraw, Director of Airports ATTN: Judy Layne, Senior Coordinator Airport Grants and Finance FROM: Lindsey Ballard, D.C At the December 10, 2014, Board of County Commissioner's meeting the Board granted approval and authorized execution of Items C5 contract agreement with Cliffhanger Janitorial Services for janitorial services at the Key West International Airport. Enclosed is a duplicate originals executed on behalf of Monroe County,for your handling. Should you have any questions,please feel free to contact me. cc: County Attorney Finance SCANNEIY.1q? "File � ` NC 500 Whitehead Street Suite 101,PO Box 1980,Key West,FL 33040 Phone:305-295-3130 Fax:305-295-3663 3117 Overseas Highway,Marathon,FL 33050 Phone:305-289-6027 Fax:305-289-6025 88820 Overseas Highway,Plantation Key,FL 33070 Phone:852-7145 Fax:305-852-7146 4 1 I 1 , CONTRACT FOR JANITORIAL SERVICES CLIFFHANGER KEY WEST INTERNATIONAL AIRPORT THIS CONTRACT (hereafter "Contract" or "Agreement"), made and entered into this 10`h day of December, 2014, by and between Monroe County, a political subdivision of the State of Florida, (hereafter "County"), whose address is 1100 Simonton Street, Key West, Florida, 33040 and Cliffhanger, a Florida Company (hereafter "Contractor"), whose address is 5541 N.W. 74th Ave., Miami, Florida 33166. The parties hereto, for the considerations herein set forth, mutually agree as follows: 1. SCOPE OF WORK. The Contractor shall provide janitorial services at the Key West International Airport, including all necessary equipment required in the performance of same, providing all necessary cleaning supplies and paper products, and performing all of the work described in Exhibit A attached hereto and incorporated as part of this document. The Contractor shall insure all exterior doors are locked upon their departure after business hours. 2. CONTRACT SUM. The County shall pay to the Contractor for the faithful performance of said service on a per week in arrears basis for each of twelve (12) months. The Contractor shall invoice KWIA weekly for janitorial services performed under the Specifications contained herein. The Contract amount shall be $314,968.80 per year or $26,247.40 per month $6057.10 per week). Contractor shall submit to County invoices with supporting documentation acceptable to the Clerk, on a weekly schedule in arrears. Acceptability to the Clerk is based on generally accepted accounting principles and such laws, rules and regulations as may govern the Clerk's disbursal of funds. County's performance and obligation to pay under this Agreement is contingent upon annual appropriation by the Board of County Commissioners. 3. CONTRACTOR'S ACCEPTANCE OF CONDITIONS. a) The Contractor hereby agrees that Contractor has carefully examined the sites and has made investigations to fully satisfy himself that such sites are correct and suitable ones for this work and he assumes full responsibility therefore. The provisions of the Contract shall control any inconsistent provisions contained in the Specifications. All Specifications have been read and carefully considered by the Contractor, who understands the same and agrees to their sufficiency for the work to be done. Under no circumstances, conditions, or situations shall this Contract be more strongly construed against the County than against the Contractor (and his Surety, if applicable). b) Any ambiguity or uncertainty in the Specifications shall be interpreted and construed by the Airport Manager, and his decision shall be final and binding upon all parties. c) The passing, approval, and/or acceptance of any part of the work or material by the County shall not operate as a waiver by the County of strict compliance with the terms of this Contract, and Specifications covering said work. Failure on the part of the Contractor, immediately after Notice to correct workmanship shall entitle the County, if it sees fit, to correct the same and recover the reasonable cost of such replacement and/or repair from the Contractor, who shall in any event be jointly and severally liable to the County for all damage, loss, and expense caused to the County by reasons of the Contractor's breach of this Contract and/or her failure to comply strictly and in all things with this Contract and with the 1 1 4 Specifications. 4. TERM OF CONTRACT/RENEWAL. a) This Contract shall commence January 12, 2015 and shall terminate upon 30 days written notice provided by the County. b) Should additional service be required at KWIA, 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. 5. INDEPENDENT CONTRACTOR. At all times and for all purposes under this agreement the Contractor is an independent contractor and not an employee of the Board of County Commissioners for Monroe County. No statement contained in this agreement shall be construed so as to find the contractor or any of his/her employees, contractors, servants, or agents to be employees of the Board of County Commissioners for Monroe County. 6. ASSIGNMENT. The Contractor shall not assign this agreement, except in writing and with the prior written approval of the Board of County Commissioners for Monroe County and Contractor, which approval shall be subject to such conditions and provisions as the Board may deem necessary. This agreement shall be incorporated by reference into any assignment and any assignee shall comply with all of the provisions of this agreement. Unless expressly provided for therein, such approval shall in no manner or event be deemed to impose any obligation upon the Board in addition to the total agreed-upon price of the services/goods of the contractor. 7. COMPLIANCE WITH THE LAW. In providing all services/goods pursuant to this agreement, the contractor shall abide by all statutes, ordinances, rules and regulations pertaining to, or regulating the provisions of, such services, including those now in effect and hereinafter adopted. Any violation of said statutes, ordinances, rules and regulation shall constitute a material breach of this agreement and shall entitle the Board to terminate this contract immediately upon delivery of written notice of termination to the contractor. The Contractor shall possess proper licenses to perform work in accordance with these specifications throughout the term of this contract. 8. INSURANCE. Prior to execution of this agreement, the Contractor shall furnish to the County Certificates of Insurance for the following coverage: Workers Compensation- $100,000 Bodily Injury by Accident; $500,000 Bodily Injury by disease,policy limits; $100,000 Bodily Injury by Disease, each employee Vehicle Liability- $300,000 (CSL) General Liability- $500,000 (CSL) Employee Dishonesty- $100,000 9. INDEMNIFY AND HOLD HARMLESS. Notwithstanding any minimum insurance requirements prescribed elsewhere in this agreement, Contractor 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 2 measures that the Federal Aviation Administration, the Transportation Security Administration or any other governmental agency requires by reason of, or in connection with a violation of any federal law or regulation, attorneys' 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 Contractor or any of its employees, agents, contractors or other invitees on the Airport during the term of this Agreement, (B) the negligence or willful misconduct of Contractor or any of its employees, agents, contractors or other invitees, or (C) Contractor'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 Contractor). Insofar as the claims, actions, causes of action, litigation, proceedings, costs or expenses relate to events or circumstances that occur during the term of this Agreement, this section will survive the expiration of the term of this Agreement or any earlier termination of this Agreement. 10. RECORDS. Contractor 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 County or Clerk determines that monies paid to Contractor pursuant to this Agreement were spent for purposes not authorized by this Agreement, the Contractor shall repay the monies together with interest calculated pursuant to Sec. 55.03, FS, running from the date the monies were paid to Contractor. 11. 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 County and Contractor agree that venue will lie in the appropriate court or before the appropriate administrative body in Monroe County, Florida. The County and Contractor 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. 12. SEVERABILITY. If any term, covenant, condition or provision of this Agreement (or the application thereof to any circumstance or person) shall be declared invalid or unenforceable to any extent by a court of competent jurisdiction, the remaining terms, covenants, conditions and provisions of this Agreement, shall not be affected thereby; and each remaining term, covenant, condition and provision of this Agreement shall be valid and shall be enforceable to the fullest extent permitted by law unless the enforcement of the remaining terms, covenants, conditions and provisions of this Agreement would prevent the accomplishment of the original intent of this Agreement. The County and Contractor 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. 13. ATTORNEY'S FEES and COSTS. The County and Contractor agree that in the event any cause of action or administrative proceeding is initiated or defended by any party 3 J 5 • relative to the enforcement or interpretation of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, court costs, investigative, and out-of-pocket expenses, as an award against the non-prevailing party, and shall include attorney's fees, courts costs, investigative, and out-of-pocket expenses in appellate proceedings. Mediation proceedings initiated and conducted pursuant to this Agreement shall be in accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the circuit court of Monroe County. 14. BINDING EFFECT. The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to the benefit of the County and Contractor and their respective legal representatives, successors, and assigns. 15. 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. 16. CLAIMS FOR FEDERAL OR STATE AID. Contractor 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. 17. ADJUDICATIONS OF DISPUTES OR DISAGREEMENTS. County and Contractor agree that all disputes and disagreements shall be attempted to be resolved by meet and confer sessions between representatives of each of the parties. If no resolution can be agreed upon within 30 days after the first meet and confer session, the issue or issues shall be discussed at a public meeting of the Board of County Commissioners. If the issue or issues are still not resolved to the satisfaction of the parties, then any party shall have the right to seek such relief or remedy as may be provided by this Agreement or by Florida law. 18. 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 Contractor 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 Contractor specifically agree that no party to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement. 19. NONDISCRIMINATION. Contractor agrees that there will be no discrimination against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred, this Agreement automatically terminates without any further action on the part of any party, effective the date of the court order. Contractor 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 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 4 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. 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 may be amended from time to time, relating to nondiscrimination based of disability; 10) Secs. 13-101, et seq., Monroe County Code, relating to discrimination based on race, color, sex, religion, disability, national origin, ancestry, sexual orientation, gender identify or expression, familial status or age; 11) Any other nondiscrimination provisions in any Federal or State statutes which may apply to the parties to, or the subject matter of, this agreement. The Contractor expressly understands that upon a determination by a court of competent jurisdiction that the Contractor has discriminated against any person, this agreement automatically terminates without any further action on the part of any party, effective the date of the Court order. 20. COVENANT OF NO INTEREST. County and Contractor 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 the only interest of each is to perform and receive benefits as recited in this Agreement. 21. CODE OF ETHICS. County agrees that officers and employees of the County recognize and will be required to comply with the standards of conduct for public officers and employees as delineated in Section 112.313, Florida Statutes, regarding, but not limited to, solicitation or acceptance of gifts; doing business with one's agency; unauthorized compensation; misuse of public position, conflicting employment or contractual relationship; and disclosure or use of certain information. 22. NO SOLICITATION/PAYMENT. The County and Contractor 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 Contractor agrees that the County shall have the right to terminate this Agreement without liability and, at its discretion, to offset from monies owed, or otherwise recover, the full amount of such fee, commission, percentage, gift, or consideration. 23. PUBLIC ACCESS. Pursuant to Florida Statute §119.0701, Contractor and its subcontractors shall comply with all public records laws of the State of Florida, including but not limited to: (a) Keep and maintain public records that ordinarily and necessarily would be required by Monroe County in the performance of this Agreement. (b) Provide the public with access to public records on the same terms and conditions that Monroe County would provide the records and at a cost that does not exceed the cost provided in Florida Statutes, Chapter 119 or as otherwise provided by law. (c) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law. (d) Meet all requirements for retaining public records and transfer, at no cost, to 5 Monroe County all public records in possession of the contractor upon termination of this Agreement and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. All records stored electronically must be provided to Monroe County in a format that is compatible with the information technology systems of Monroe County. 24. NON-WAIVER OF IMMUNITY. Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the participation of the County and the Contractor in this Agreement and the acquisition of any commercial liability insurance coverage, self-insurance coverage, or local government liability insurance pool coverage shall not be deemed a waiver of immunity to the extent of liability coverage, nor shall any contract entered into by the County be required to contain any provision for waiver. 25. PRIVILEGES AND IMMUNITIES. All of the privileges and immunities from liability, exemptions from laws, ordinances, and rules and pensions and relief, disability, workers' compensation, and other benefits which apply to the activity of officers, agents, or employees of any public agents or employees of the County, when performing their respective functions under this Agreement within the territorial limits of the County shall apply to the same degree and extent to the performance of such functions and duties of such officers, agents, volunteers, or employees outside the territorial limits of the County. 26. LEGAL OBLIGATIONS AND RESPONSIBILITIES. Non-Delegation of Constitutional or Statutory Duties. This Agreement is not intended to, nor shall it be construed as, relieving any participating entity from any obligation or responsibility imposed upon the entity by law except to the extent of actual and timely performance thereof by any participating entity, in which case the performance may be offered in satisfaction of the obligation or responsibility. Further, this Agreement is not intended to, nor shall it be construed as, authorizing the delegation of the constitutional or statutory duties of the County, except to the extent permitted by the Florida constitution, state statute, and case law. 27. NON-RELIANCE BY NON-PARTIES. No person or entity shall be entitled to rely upon the terms, or any of them, of this Agreement to enforce or attempt to enforce any third- party claim or entitlement to or benefit of any service or program contemplated hereunder, and the County and the Contractor agree that neither the County nor the Contractor 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. 28. ATTESTATIONS. Contractor agrees to execute such documents as the County may reasonably require, to include a Public Entity Crime Statement, an Ethics Statement, and a Drug-Free Workplace Statement. 29. NO PERSONAL LIABILITY. No covenant or agreement contained herein shall be deemed to be a covenant or agreement of any member, officer, agent or employee of Monroe County in his or her individual capacity, and no member, officer, agent or employee of Monroe County shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. 6 • 30. EXECUTION IN COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which shall be regarded as an original, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Agreement by signing any such counterpart. 31. 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. 32. FUNDING AVAILABILITY. In the event that funds from Airports Contractual Services are partially reduced or cannot be obtained or cannot be continued at a level sufficient to allow for the purchase of the services/goods specified herein, this agreement may then be tenninated immediately at the option of the Board by written notice of termination delivered in person or by mail to the contractor. The Board shall not be obligated to pay for any services provided by the Contractor after the Contractor has received written notice of termination. 33. PROFESSIONAL RESPONSIBILITY. The Contractor warrants that it is authorized by law to engage in the performance of the activities encompassed by the project herein described, subject to the terms and conditions set forth. The provider shall at all times exercise independent, professional judgment and shall assume professional responsibility for the services to be provided. Continued funding by the Board is contingent upon retention of appropriate local, state, and/or federal certification and/or licensure of contractor. 34. NOTICE REQUIREMENT. Any notice required or permitted under this agreement shall be in writing and hand delivered or mailed, postage prepaid, to the other party by certified mail, returned receipt requested, to the following: FOR COUNTY FOR CONTRACTOR Airport Director Cliffhanger Key West International Airport 5541 N.W. 74th Ave. 3491 S. Roosevelt Blvd. Miami, Florida 33166 Key West, FL 33040 Phone (305) 887- 0700 (305) 809-5200 Fax (305) 887 - 0760 35. CANCELLATION. a) The failure by the Contractor to comply with all the terms and conditions of this Agreement shall constitute a default/breach under the terms of this Agreement. Unless the County has accepted in writing a delay in performance of the duties enumerated in Exhibit A, the failure by the Contractor to perform said duties shall also constitute a default/breach under the terms of this agreement. In the event of a default/breach of the Agreement, the County may cancel this Agreement for cause with seven days notice to the contractor. b) Except as otherwise provided in this Agreement, either of the parties hereto may cancel this agreement without cause by giving the other party (30) thirty days written notice of its intention to do so. 7 36. 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. 8 • • (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 9 undergo such security training as may be required by the airport operator. The total cost of the training shall be paid for by the airport tenant. If the violation is a second violation, or there are multiple violations, that is or are a civil penalty "maximum violation", the airport tenant shall pay to the airport operator the total costs incurred by the airport operator, including any fines or penalties imposed, in investigating, defending, compromising, mitigating, or taking of remedial measures as may be agreed to by TSA, to include but not be limited to reasonable attorney's fees and costs incurred in the investigation, defense, compromising, mitigation, or taking of remedial action measures; and, further, the airport operator shall have the right to unilaterally cancel this Agreement, such cancellation to be effective thirty calendar days after receipt by the airport tenant of written notice of cancellation of this Agreement by the airport operator. (4). Mitigation of Breach. TSA has a policy of forgoing civil penalty actions when the airport operator detects violations, promptly discloses the violations to TSA, and takes prompt corrective action to ensure that the same or similar violations do not recur. This policy is known as the TSA Voluntary Disclosure Program Policy, and is designed to encourage compliance with TSA regulations, foster secure practices, and encourage the development of internal evaluation programs. The airport tenant agrees that upon detecting a violation the airport tenant will immediately report it to the airport operator. Should the TSA ultimately determine that the violation was committed by the airport tenant, or an employee, agent, invitee, or licensee of the airport tenant, but the violation should result in the issuance of a letter of correction in lieu of a civil penalty, then the airport tenant shall reimburse the airport operator the total costs incurred by the airport operator in investigating, defending, mitigating, or taking of remedial measures as may be agreed to by TSA, to include but not be limited to reasonable attorney's fees and costs incurred in the investigation, defense, mitigation, or taking of remedial action measures. A violation resulting in the issuance of a letter of correction shall not be considered to be a breach of this Agreement by the airport tenant. (5). Survival of Sub-Section. This sub-section 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 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. 37. MUTUTAL REVIEW. This agreement has been carefully reviewed by the Contractor and the County, therefore this agreement is not to be construed against either party on the basis of authorship. 10 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed this I Oil" day of DfeeM k , 2014. (SEAL) IA=T- 1 S �;A�MY HEAVILIN, CLERK BOARD OF COUNTY COMMISSIONERS A, OF MONROE COUNTY, FLORIDA Id es,V, I\ cs.fik:',1) c-f ,74,10r,"/- _ vBy 9 2 By. 0,- :_,4Deputy clerk Mayor Danny Kolhage CLIFFHANGER liv2(29., 13a40 By: (J . EVCS, r -1&49Welt APIVACKV itnesses Title This docu t was pre ed an approved as to m by: a9P ce ...a., edro J. Merc o, Esq. Assistant Co my Att rney Florida Bar o.: 0084050 P.O. Box 1026 Key West, FL 33041-1026 (305) 292-3470 11 Exhibit A JANITORIAL SERVICES —KEY WEST INTERNATIONAL AIRPORT SCOPE OF WORK: Daily Service: (364 Days) Terminal Check and clean restrooms (non-peak times 7am- 1 lam/3pm-7pm). Check and clean restrooms every 30 min.(during peak time 1 lam-2:30pm). Empty and clean all trash cans and throw away in dumpster. Sweep and spot clean floor smudges as needed. Airline Area Check and clean baggage scale and bag belt. Empty and clean all trashcans and throw away in dumpster. Arrival Area Check and clean restrooms (non-peak times 7am- 11 am/3pm-7pm). Check and clean restrooms every 30 min.(during peak time 1 lam-2:30pm). Check and clean area(4 times a day). Empty and clean all trash cans and throw away in dumpster. Vacuum behind rental car counters (2 times a day). Disinfect seating and seating bases, dust ledges and countertops (1 time at pm). Terrazzo Floor: Cleaning and buffing required nightly. Daily Service: (364 times) Departure Area: Check and clean restrooms (non-peak times 7am- 11 ain/3pm-7pm). Check and clean restrooms every 30 min.(during peak time l lam-2:30pm). Clean area(4 times a day). Empty and clean all trash cans and throw away in dumpster. Vacuum (2 times a day). Disinfect seating and seating bases, dust ledges and countertops (1 time at pm). Administrative Office: Clean restrooms (after 5 pm). Sweep and mop stairwell leading to Admin Office Clean, dust, vacuum each office and hallway. Empty and clean trash cans. Remove all trash to dumpster daily (after 5 pm). Check and clean windows, window sills and dust blinds as needed. Operations Area/Pilots Restaurant: Clean restrooms (2 times in am, 2 times in pm) Elevators: Clean walls, doors, door tracks and vacuum (3 times a day) 12 Terminal and Arrival Area: Pick up litter, sweep, wipe off benches, empty ashtrays, remove gum, empty trash cans and put in dumpster (2 times in am, 2 times in pm) Greyhound Bus Station: Empty and clean trash cans (I time in am) Every Other Night Service: (182 times) Terminal: Mop and buff floors. 3 Times A Week: (156 times) Operations Office Hallway: Sweep and mop on Monday, Wednesday, Friday. Terminal and Arrival Area: Wash down sidewalks and curbs (in pm). 2 Times A Week: (104 times) Airlines Area: Dust behind ticket counters and mop hallways. Escalators and Stairs: Clean top and bottom landing area of escalator and stairs. Clean handrails and railings. Glass Doors/Tracks/Windows and Sills/Passenger Bridge Check and clean as needed. Customs Border Protection Building and Sheriff's Office: Clean restrooms, interior of building, empty and clean trash cans and put trash to dumpster on Tuesday and Friday during business hours. Check and clean windows, windows sills and dust blinds as needed Greyhound Bus Station: Clean restrooms and maintain area Tuesday and Friday Weekly Service: (52 times) Elevator: Shampoo carpet and spot clean. Semi-Monthly: (24 times) Arrival Area: Shampoo carpet and spot clean as needed (after remodeling, maintain floors as terminal floors) Monthly Service: (12 times) Terminal: Strip and wax floors. Baggage Bridge and Stairwell: Sweep and buff bridge, sweep and mop stairs, clean handrails and doors. Clean interior windows as needed. 13 Bi-Monthly Service: (6 times) Airlines Area: Shampoo Carpet. Quarterly Service (4 times) Restrooms Grout: Deep clean restrooms grout. Semi-Annual Service: (2 times) VCB Bldg, Restaurants, East/West end of Terminal Building Window Detailed cleaning of interior and exterior of all windows. Airline Area: Clean offices Note: Morning shift will consist of one supervisor and four laborers and the night shift will have one lead supervisor and one laborer. 14