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Item C5 BOARD OF COUNTY COMMISSIONERS AGENDA ITEM SUMMARY Meeting Date: 12/1.......0/2014 Division: Coggly Administrator ............... Bulk Item: Yes Department: AiMorts .......... Staff Contact Person/Phone#: Don DeQ.1qML 8 0 9...............5 2 0..0 .............................................................. AGENDA ITEM WORDING: Approval of contract agreement with Cliffhanger Janitorial services for janitorial services at the Key West International Airport. ITEM BACKGROUND: Cliffhanger Janitorial Services was contracted on an interim basis when the previous janitorial service abruptly resigned. One of the concerns staff had following the previous contractor's resignation was that the airport did not have an accurate historical record for the costs of the janitorial service as they relate tothe expanded and renovated airport. to now has one year's worth of data that will help inform the selection of a new contractor. Pursuant to county purchasing policy and procedure, staff will now be proceeding with the issuance of an RFP for janitorial services. This agreement allows the airport to ma` tint e service on a month to month basis until the competitive selection process is completed ........................... ....................... PREVIOUS RELEVANT BOCC ACTION: Approved interim agreement at the regularly scheduled January 16, 2014 BOCC meeting. -----------------..........................................---........--............ ----------------------- ......... CONTRACT/AGREEMENT CHANGES: New of to month Contract. --------. ............................................................ --....................... . ....... ............ ............ .......... STAFF RECOMMENDATION: Approval. .............. ...... ............... TOTAL COST: $314,968.80 INDIRECT COST: NA BUDGETED: Yes, DIFFERENTIAL OF LOCAL PREFERENCE: NA COST TO COUNTY: None SOURCE OF FUNDS: Ot)erating COST TO AIRPORT: $314,968.80 COST TO PFC: None REVENUE PRODUCING: Yes No X AMOUNT PER YEAR: N/ C A t -e 0 B/Purchasing Risk Managemeni APPROVED ® ounty Att orneya DOCUMENTATION: Included X Not Required ...................... DISPOSITION: AGENDA ITEM# MONROE COUNTY BOARD OF COUNTY COMMISSIONERS ............. ........ ......................... CONTRACT SUMMARY Contract # Contract with- Cliffhanger Effective Date- January 12, 2015 Expiration Date- Month to Month Contract Purpose/Description: Janitorial Services at the Key West International Airport. Contract Manager; on Dera w # 5200 Airports - Stop # 5 (name) (Ext.) (Department/ Stop) for BOCC meeting on, 12/10/2014 Agenda Deadline: 11/21/2014 .............. .......... CONTRACT COSTS Total Dollar Value of Contraft $314,968.80 Current Year Portiom TBD Budgeted? Yes Account Codes* 404-63001-530340 Grant: No County: Operating ADDITIONAL COSTS Estimated Ongoing Costs: For: . (not included in dollar value above) (eg. maintenance, utilities,janitorial, salaries, etc.) ........................................---............ .............................................................. ....... ................................................................................................. ................... ...... ---------------------- CONTRACT REVIEW Changes Date In Needed Reviewer Date Out Yes Airports Director D ,)De r Risk Management r RI`s Manage nt t If O.M.B./Purchalfln'g ...... ....... ....... .......... r County Attorney LO//-/ ) Ilk) ?o v/V Comments: C 5,e ey or" ----------- .. .... . ------ .............. - ---------- ............ .......... ---- -- ........... ............................................................................................................................................ .............................. CONTRACTFR O JANITORIAL SERVICES ............. ("'LIFITHANGER KEY WESTINTERNATIONAL AIRPORT THIS CONTRACT (hereafter "Contract" or. "Agreement"), niade and entered into this 10"' day of Decernber, 2014, by and between Monroe County, a political subdivision of the State �of Florida, (hereafter "County"), whose address is I 100 Simonton Street, Key West, Florida, 33040 and Clifflianger, a Florida Company (hereafter "Contractor"), whose address is 5541 MW. 74"' Ave., Miami, Florida 33166, The parties hereto, for the considerations herein set forth, mutually agree as follows: I. SCOPE OF WORK. 'rbe Conti-actor shall provide janitorial services at tile Key West international Airport, 41CIUding all necessary equipment required in the perforMance of saine, providing all necessary cleaning supplies arid paper products, arid performing all of tile work described in Exhibit A. attached hereto arid incorporated as part. of this document. The Contractor shall insure all exterior doors are lock.ed upon their departure after business hours. 2 CONTRAcr SUM. `111C COUnty shall pay to the Contractor fbi- the faitliful performance of said service on as per week in arrears basis for each of twelve (12) months, Tile Contractor shall inv(,.),ice KWIA weekly for janitorial services perforilled under tile Specifications contained herein. The Contract aniount shall be $314,968.80 per year or S26,247,40 per month $6057,10 per week), Contractor shall submit to County invoices with supporting documentation acceptable to the Clerk, oil as weekly schedule in arrears Acceptability to the Clerk is based oil generally accepted accounting principles and such laws, rules and regulations as may govern. the Clerk's disbursal of funds. ('.'I'ounty's performance and obligation to pay under this Agree on nient 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 arid he assunies full responsibility therefore. The provisions of the Contract shall control arry inconsistent pr(,,)vjsions contained in the Specifications, All Specifications have been read and carefully considered by the Contractor, who understands tile same and agrees to their sufficiency for the work to be done. Under no ci rcum stances, conditions, or situations shall this Contract lie more strongly construed against the County than against the Contractor (and his Surety, if apl,.-,)Ii cable). 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) '1"'he passing, approval, and/or acceptance of any part of the work or material 'by the County shall riot operate as a waiver by the County of strict compliance with the tenses of t,1"i i s Contract,-ontract, and Specifications covering said work. Failure on the part of the Contractor, immediately after 10tice to correct workmanship shall entitle the County, if it sees fit, to correct the sane and recover the reasonable cost of such replacement, and)'or repair Born the Contractor, who shall in any event be jointly and severally liable to the COUnty for all darnage, 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 I 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 estatement 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 Mon-roe 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 theservices/goods of the contractor. 7. COMPLIANCE WITHTHE 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 tenninate 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 to 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 (CS ) 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 ineasures that the Federal Aviation Administration, the Transliortation SCCUrity Administration or any other governmental agency requires by reason of, or in connection with as violation of all), federal law or regulation, attorneys' fees, arid costs, court costs, fines and penalties) that rimy be assetled against, initiated with respect to, Or SUIStEdried 'by, any indernnified party by reason of, or in connection with, (A) any -activity of Contractor or any of its eniployees, agents, contractors or other invitees on the AitT.)ort during tile term of this Agreetrient, (B) the negligence or willful misconduct of Contractor or any, of its employees, agents, contraclors or other invitees, or (C) Contractor's default ill respect ofany of tile obligations that it undertakes Under the- terms of this lease, except to the extent the clairns, actions, caLlSeS Of aCti011, litigation, proceedings, costs or expenses arise froin 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 circunistances that occur during tile W1111 of this Agreement, this section will survive the expiration of the tenil of this Agreeinent or an), earlier ten-nination ofthis Agreement, l 0, RECORDS. Contractor shall maintain all books, records, and docurnents directly pertinent to perforniance under this Agrecirient in accordance with generally accepted accounting principles consistently applied. Each party to this Agreement or their authorized representatives shall have reasonable arid tirrILly access to such records of each other party to this Agreement for public records purposes during the term of tile Agreerrient arid fOr f0LH- years following the ten-nination of this Agreement. If an auditor ernployed by the County can. C'lerk determines that monies paid to Contractor pursuant to this Agreement were spent for' purposes not authorized by this Agreernent, tile Contractor shall repay the inonies together with interest calculated pursuant to Sec. 55,03, FS, running from the date the monies were paid to Contractor, t 1,. GOVERNING LAW, VENUE, INTERPRETA,rION, 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 arid to be perforined entirely in the State. In the event that any cause of action or administrative proceeding is instituted for the enforcen-wnt 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 tenns or a terin of this Agreement by or between arty of therm the issue shall be submitted to niediation prior to the institution of any other adrninistrative or legal proceeding. 11 SEVERABILITY. If any tenn, coveriant, condition or provision of this Agreement (or the applicatiori thereof to arty 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 ofthis Agreement, shall not be affected thereby; and each remaining terns, covenant, corldition and provision of this Agreernent shall be valid and shall be enforceable to the fullest extent permitted by law unless the enforcement of the remaining terins, covenants, conditions and provisions of this Agreernent would prevent the acconiphslunent of the original intent of this Agreement. The County and Contractor agree to reforril 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. ArrORNEY'S FEES and COSTS. The County and Contractor, agree that in the lie event any cause of action or adi-ninistrative proceeding is initiated or defended by arty party 3 relative to tfie enforcement or Interpretation ot' this Agreeinern., the prevailing; party stiall 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 fi-WlUde attorney's fee,�, courts costs, investigative, and out-Of-pocket expenses in appellate proceedings, Mediatiori proccedings initiated and conducted pursuant to this Agreement shall be Hi accordance with the 1-1orida RLdCS Of Civil f1rocedUre and usual and custornary procedures required by the Circuit: COU11 Of Monroe COU11ty. 14. BINDING EFFECT. 'hire terins, covenants, conditions, and provisions of this Agreement shall bind and inure to [I-ie benefit Of the County and Contractor and their respective legal representatives, successors, and assigns. 150 AUTHORITY. Each party represents and warrants to the other that tile exCCUtiOn, delivery and performance of this Agreernent leave been duly authorized by all necessary Couray and corporate action, as required by law. 16. CLAIMS FOR FEDERAL OR STATE AID. Contractor and C'ounty agree that each shall be, and is, ernpowered to apply for, seek, and obtain federal and state funds to further the PLIII)ose ofthis Agreernerit', provided that all applicatioins, requests, grant proposals, and ffinding solicitations shall be approved by, each party prior to subill,ission. '17. ADJUDICA,rIONS OF DISPUTES OR DISAGREEMENTS. (.70LInty and Contractor agree that all disputes and disagreernents, shall be attempted to be resolved by rneet and cont'er sessions between representatives of each of the parties. If [10 FeSOIUti.011 can be agreed upon within 30 days after the first meet and confer session, the issue Of' 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 reinedy as may be provided by this Agreement or by 11orida law, I& COOPERATION. In the event any achninistrative 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 it-Ito ally arbitration. proceeding 'lated m to this Agreeent. s re I 9 ONDISCRIMINATION. 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 discriTT'lination has occurred, this Agreernent automatically teri-ninates without any further action on the part of any party, effective the date of the court order, Contractor agrees to cornply with all Federal and Florida statutes, and all local ordinances, as, applicable, relating to nondiscrimination, These include but are not Innited 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. 1691-1683, and 1685-1686), which prohibits discrimination on the basis of sex, 3) Section 504 of the Rehabilitation Act of 1973, as arnended (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 1'reati-rient Act. of 1972 (PL 92-255), as amended, relating to nondiscrimination on the 4 basis of drUg abuse; 6) The Comprehensive Alcohol Abuse and Alcoholisin Prevention, 'rreatment arid Rehabilitation Act of 1970 (PL, 91-616), as arneaided, 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 V111 of the Rights Act of 1968 (42 USC s. et seq.), as amended, relating to nondiscrlinination in the sale, rental or financing Of 1l0LlSin& 9) The Arnericans with Disabilities Act of 1990 (42 USC s. 1201 Note), as may be arriended from time to tirne, relating to nondiscrimination based of disabihty; 10) Sees. 13-101, et seep., Monroe County Code, relating to discrimination based oil race, color, sex, ivfigion, disability, national origin, ancestry, sexual orientation, gender identify or expression, farnflial status or age", I 1) .Any other nondiscrimination provisions ire 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 discritninated against any person, tNs agreement automatically terminates without any further action on the part of any party, effective the date of the Court order, 20. COVENAN'll' OF NO INTEREs,r. COUrity arid Contractor covenant ti-rat neither presently has any interest, and shall not acquire an.y interest, which Would conflict in any manner or degree with its perfon-nance under this Agreement, and that the only interest of each is to poi rfol-In and receive bericfas as recited in this Agreement, 21.. CODE OF' ETHICS. County agrees that officers and employces of the County recognize and will be required to comply with the standards of conduct fear 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 cornpLnsation', Misuse OfpUblic position, conflicting employment or contractual relafiorrshipl and disclosure or use of certain information, 21 NO SOLI("'I'I'ATION/PAYMEN']'. 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 riot paid or agreed to pay any person, company, corporation, individual, or firtri, other than a bona fide employee working solely for it, any fee, commission, percentage, gift, or other consideration contingent upon or resulting froin 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 ten-ninate this Agreernent without liability and, at its discretion, to offset from rrionies owed, or otherwise recover, the full arnourit of such fee, corntnission., percentage, gift, or consideration. 23. PUBLIC ACCESS. Pursuant to Florida Statute §1 19.070 t, Contractor and its subcontractors shall cornply with all public records laws of`the State of Florida, including but not limited to: (a) Keep arid 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 terryis arid 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 otherw I i se 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 M0111-0e COUnty all 1,)ubfic records in possession of the contractor upon teri-nination of this Agreement arid. destroy any duplicate public records that are exempt or confidential and excryipt fi-oin public records disclosure requirements, All records stored etectronically must be provided to Monroe County in, as format that is cornpatible 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 corru-nercial liability insurance coverage, self-insurance coverage, or local goverrurient liability insurance pool cover-age shall not be deemed a waiver of inimunity to the extent of liability covet-age, nor shall any contract entered into by the (.'',ounty be required to contain any provision for waiver, 25. PRIVILEGES AND IMMIJNFIFIES. All of the privileges and immunities frorn liability, exen-iptions frorn laws, ordinances, and rules and pensions arid relief,, disability, workers' compensation, and other benefits which apply to the activity of officers, agents, or ernployees cnf ally public agents or employees ofthe County, when perfon-ning their- respective ftlndiOnS Under this Agreement within the territorial linifts 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 OBLIGATK)NS AND RESPONSIBILITIES. Non-Delegation of Constitutional or Statutory Duties. This Agreerrient 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 ex tent of actual and timely perforniance thereof by any participating entity, in which case the Performance may be offered in satisfaction of the obligation or, responsibdity. Ftjrther, 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 perrnitted by the Florida constitution, state statute, and case law. 2T NON-RELIANCE BY NON-PARTIES. No person or, entity shall be entitled to rely upon the ternis, or any of therri, of this Agrreenient to enforce or attempt to enforce any third- party claim or entitlement to or benefit of any service or progyam conternplated 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 autlaority to infionn, counsel, or other-wise indicate that any particular individual or group of individuals, entity or entities, have entitlements or beriefits under this Agreement separate and apart, inferior to, or superior to the community in general or,for the purposes contemplated in this Agreement. 28. ATTEST'ATIONS. Contractor agrees to execute such docurrients as the County may reasonably require, to include a Public Entity Crime Statement, an Ethics Statement, and as Drug-Free Workplace Statement. 29. NO PERSONAL, I,IABjt,t,ry. No covenant or agreement contained herein shall be deenied to be a covenant or agreernent of any rrict-nber, officer, agent or employee of Monroe County in his or her individual capacity, arid no member, officer, agent or employee of Monroe County shall be liable personally on this Agreement or be subJect to any personal liability or accou tit ability by reason of the execution of'this Agreement. 6 30, EXEC'UTION IN COUNTERPARTS. This Agreement nlay be executed in any number of counterparts, each of which shall be regarded as an original, all of' which taken together shall C01IStitUte one and the sarne instrument and any of the panties hereto may execute this Agreernent by signing any, such counterpart. 31. SEcr[ON HEADINGS. Section headings have been inseiled in this Agreeirrent as as 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 inteil?retation of any provision of this Agreernent. 31 FUNDING AVAILABILYry. In the event that funds from Airports Contractual Set-vices 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 rnay then be terminated immediately at the option of the Board by written notice of tennination delivered in person or by mail to the contractor. The Board shall not be obligated to pay for arly, set-vices provided by the Conti-actor after the Contractor has received written notice of termination. 33, PROFESSIONAL RE PONS IBI LITY. The Contractor warrants that it is authorized by law to engage in the performance of the activities encornpassed by the pro,ject herein described, subject to the terms and conditions set forth. The 1-.)rovider 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 an(l/or licensure of contractor. 34. N01110E 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 rriail, returned reccipt requested, to the following: FOR COUNTY FOR CONTR.AcrOR Ali-port Director Clifflianger Key West International Airport 5541 N.W. 74"' Ave, 3491 S. Roosevelt Blvd. Miarni, Florida 33166 Key West, FL 33040 Phone (305) 887- 0700 (305) 809-5200 Fax (305) 887 - 0760 35, CANCELLA"TION. a) The failure by the Contractor to comply with all the terms and conditions of this Agreement shall constitute a default/breach under the tern-is of this Agreernent. Unless tile County has accepted in writing a delay in performance of the duties enumerated in Exhibit A, the -failure by the Contractor, to perforryi said duties shall also constitute a default/breach under the tenils of this agreement. In the event of as default/breach of the Agreernent, the County may cancel this Agreement for cause with seven (lays notice to the contractor. b) Except as otherwise provided in tins Agreement, either of the parties hereto rnay cancel this agar-eerrient without cause by giving the other party (30) thirty days written notice of its intention to do so. 3(�. AIRPORT SECIJRITY. a) General. The federal Transporiation Security Administration is tile federal agenc, pritriarily responsible for oversecing the security lneaSUI-eS Utitized by the airport owner PUrsuant to the relevant provisions of Chal-Aer 49, United States Code, arid regulations adopted under tile authority of the Code, including but not limited to 49 CFR 1540, et seq. Violations of the statUtcS or regulations may reSLIlt ill severe civil monetary penalties being assessed against the airport operator, It is the intent of the airport operator that the burdens arid consequences of any security violatimis imposed upon the airport operator as an rMIlt 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, corl:)oration, or other legal association that has an agreement with tile airport operator to conduct business on airport property. 'The term als(,-.ri includes an airport teriant as defined in 49 CFR, 1540,5, Each signatory to this Agreernent, other than the airport operator, is an. airport teriant. c) Airport Operator Defined. AS Used in this Agreement, airport operator 11"leans 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 t(.,) 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 allo", 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 requirernents of Chapter 49, United States Code, and 49 CFR 1540, et seq. 1) Airport Security Program. The airport tenant agrees to hecorile familiar, to the extent permitted by the airport operator, with the Airport Security Program promulgated by tile airport operator and approved by TSA, and also agrees to conforin its' operat I tons and business activities to the requirements ofthe Airport Security Prograrn. g) Tenant Security Program. If permitted under TSA regulations, the airport teriant rnay voluntarily Undertake to maintain an Airport Tenant Security Prograrn as referred to in 49 CFR 1542.113. If' the airport tenant VOIUntarily promulgates an Airport Tenant Security Prograrn that is approved by 'T'SA., such program, as may Inc ani.encled and approved frown time, to time, shall be automatically incorporated into this Agreement. h) Breach of Agreement. Should TSA detennine 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 TS.A's Erilorcernent Sanction Guidance Policy, sucli determination and imposition of a civil penalty by TSA shall be considered a significant breach of this Agreement, (1). Mininium Violation. If the violation is the first or second violation attributed to the airport tenant and is a civil penalty "i-nininIUM violation" as provided for 111 TSA's Enforcen-rent Sanction Guidance Policy, the airport tenant may cure the breach by paying to the airport operator the total costs incurred by time airport operator, including ally fines or penalties irnposed, in investigating, def'ending, mitigating, compromising, or taking of remedial rneasures as may be agreed to by TSA., to include but not be limited to reasonable attorney's fees arid costs incurred in the investigation, defense, cornpronlising, mitigation, or taking of reinedial action measures. If the violation is a third violation, or there are irlultiple violations in excess of two violations, that is or are a civil penalty "minimurn 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 rernedial ineasures as may be agreed to by TSA, to include but riot be limited to reasonable attorney's fees arid costs incurred in the investigation, detbrise, 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 lay 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 unposed, in investigating, defending, compromising, mitigating, or taking of rernedial measures as may be agreed to by TSA, to include but not be limited to reasoriable attorney's fees and costs incurred in the investigation, defense, compromising, mitigation, or taking ofremedial action measures; arid, Further, the airport tenant may cause all of airl)ort tenant's erriployees 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", file 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, nritigatirig, or taking of reniedial rneasures as may be agreed to by TS.A, to include but not be limited to reasonable attorney's fees and costs incurred in the investigation, defense, compromising, mitigation, or taking of reniedial action measures; and, tbrtlter, 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). Maxim urn Violation. If the violation is the first violation attributed to the airport tenant and is a civil penalty, "maximurn violation" as provided for in TSA's Enforcement Sanction Guidance Policy, time 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 ofreinedial measures as may be agreed to by TSA, to include but riot be limited. to reasonable attorney's fees and costs incurred in the investigation, defense, compromising, mitigation, or taking of rernedial 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 airpoil. operator. "I"'he total cost of tile training shall be paid f6r by the airport tenant,, If the violation is a second violation, or there are InUltipIC V101atiOIIS, that is or are a civil penalty "maxiniurn violation", the airport tenant shall pay to the anj)ort operator the total Costs 41CUrred by the airport operator, including any fines or penalties irnposed, in investigating, defending, cornprornising, mitigating, or taking of rernedial measures as may be agreed to by T&A, to include but not 'be limited to reasonable attorney's fees and costs incurred In the investigation, defense, ccrnpr(.Hluslng, nutigation, 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, prorripfly 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 Prograni Policy, and is designed to encourage compliance with TSA regulations, foster, secure practices, and encourage tile development of internal evaluation programs. The airport tenant agrees that upon detecting a violation the airport tenant will irnmediately report it to the airport operator-. Should the TSA ultimately detennine that the violation was coilunitted by, the airport tenant, or an employee, agent, invitee, or licensee of the airport tenant, but the violatk:)n should result in the issuance of a letter of'correction in lieu of a civil penalty, then the airport tenant shall reirnburse the airport operator the total costs incurred by the airport operator in investigating, defending, mitigating, or taking of rernedial m.casures as may be agreed to by TSA, to include bunt not be limited to reasonable attomey's fees and costs incurred in the investigation, defense, mulgation, or taking of rernedial action ineasures. A violation resulting in the issuance of a letter of correction shall not be considered to be a breach of this Agreernent by the air.l-)ort tenant. (5). Survival of Sub-Section. This sub-section It) shall survive tile, cancellation or ten-nination of this Agreement, and shall be in full force and effect.. i) Hold Harmless; Indemnification; Defense; Release; Survival. Notwithstanding any rnininium insurance requirements prescribed elsewhere in this Agreement, the air-port tenant agrees to hold hanniess, indemnify, defend and release the airport operator, and the airport operator's elected and appointed officers and employees, fi-orn any clairris, actions, causes of action, litigation, administrative proceedings, appellate proceedings, or other proceedings relating to any and all types of injury, including death, loss, darnage, 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 rerriediation 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 frorn a violation of arty federal law or Federal regulation, -['his sub-section shall survive the cancellation or terrilination of this Agreement. 37" TUY At, REVIEW, This agreement has been carefully reviewed by the Contractor and tile County', therefore this agreement is not to be constrved against either party oil the basis of authorship. IN WITNESS WHEREOF, the parties lia`e caused this A.ge me nt to be executed this (lay of 2014, (SEAL.,) A°1C,T1 ST' AMY H A.VIIAN, Cl...,ERK BOARD OF COUNTY COMMISSIONERS 14 ONROE COUNTY, FLORIDA By: Deputy uty Clerk By: Mayor Danny Kolhage Cl.,4-TILANG1.:R. By- . w y ttznesses Title This r `mot was pre rove P y® M edro J. Mere, 0, Esq. Assistant Co my Att.' rn y Florida Bar o.. 0084050 P.O. Box 1026 Key West, F1, 33041-1026 (305) 292-3470 Exhibit A JANITORIAL SERNWES -- KEi Y WESTIN'rERNATIONAL AIRPORT SCOPE OF WORK� 1)ailyService- (364 Days) ,rerininal Check and clean restrooms (non-peak times lam- I 1 an 3pin-7pin). Check and clean restrooms every 30 min.(during peak time I I arn-2:30pm). Ernpty 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 restroorns (non-peak times Tarn-- I I am/13pm-7piri). Check and clean restroorns every 30 min.,(during peak tinie I I arn-2:30pin). 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 (I time at pni). 'rerrazzo Floor: Cleaning and buffing required nightly. pAj!j_Scn"vncc (364 times)!2.2.p.ff!2jre Area:... ............................................ Check and clean restrooms (non-peak times 7arn I I am,'3 prn 7prn). Check and clean restroorns every 30 min,(during peak time I I anon-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 (I time at pm), Administrative Office: Clean restrooms (after 5 pin). Sweep and mop stairwell leading to Admin Office Clean., dust, %,acuum 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. !2perations 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 e z.-�Minal and .Arrival Area-, Pick up litter, sweep, wipe off benches, empty ashtrays, remove guni, empty trash cans and put in durripster(2 tirnes in am, 2 tiffieS in pin) !g!:Rj,hound Bus Station-, ......................................................................................................................................- Empty and clean trash cans (I tifne in arn) Every Other Night Servic_c: (182 tinics) TervninaL Mop and buff-floors. 3 Times A Week: (156 times) Operations Office Hallway. Sweep and rnop on Monday, Wednesday, Friday. Terminal and Arrival area: Wash doivn sidewalks and curbs (in prn). 2 Times ee k: 104 t mes Airlines Area: Dust behind ticket counters and rnop hallways. Escalators and Stairs- Clean top and bottom landing area of escalator and stairs. Clean liandrails and railings. Glass Doors/Tracks/Windows and Sills/Passets ggLA rid= Check and clean as needed. Customs Border Protection Building and Sheriff's Office: Clean restroorns, 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 ir e Bus Station., Clean restroorns and maintain area Tuesday arid Friday ��.ekl�Servi�cw. (52 tirnes) Elevator: Sharnpoo carpet and spot clean, Semi-Mont : (24 firries) Arrival Area: Shampoo carpet and spot clean as needed (after remodeling. maintain floors as tenninal floors) Monthly Service: (12 tirnes) Terminal: Strip and wax floors. lea gagtlurid e red Stairwell:� Sweep and buff bridge, sweep and mop stairs, clean handrails and doors. Clean interior windows as needed. AB:i-MonthlyService. (6 tirnes) Airlines Area: Sharnpoo Carpet. Quarterly Service (4 tirries) Restrooms Grout. Deep clean restroorns grout. Semi-Annual Service: (2 times) 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 shill will have one lead supervisor and one laborer.