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Item I03 1.3 County f � .�� ",�, 1 BOARD OF COUNTY COMMISSIONERS Mayor Craig Cates,District 1 Mayor Pro Tem Holly Merrill Raschein,District 5 The Florida Keys Michelle Lincoln,District 2 James K.Scholl,District 3 David Rice,District 4 County Commission Meeting April 19, 2023 Agenda Item Number: I.3 Agenda Item Summary #11883 BULK ITEM: No DEPARTMENT: Airports TIME APPROXIMATE: STAFF CONTACT: Richard Strickland (305) 809-5200 N/A AGENDA ITEM WORDING: Approval of 6th Amendment to Agreement with Cliffhanger Janitorial, Inc., for janitorial services at Key West International Airport, increasing annual contract sum by 6.5% CPI adjustment (from $482,471.00/yr. to $513,831.62/yr.); the agreement is fully funded by Airport Operating Fund 404. ITEM BACKGROUND: The month-to-month renewal agreement with Cliffhanger was approved in February 2020 so the Airport could retain Cliffhanger with no break in janitorial services while a new bid proposal is issued, bids opened, and a new contract awarded. The bid package was on hold pending the completion of design of the new Terminal Concourse A and will be completed and issued in the next few months. In the meantime, the contractor has requested an annual CPI adjustment in accordance with Section 4(b) of the agreement. PREVIOUS RELEVANT BOCC ACTION: Awarded bid and contract to Cliffhanger Janitorial, Inc. on February 10, 2016. Approved 1st amendment on March 15, 2017, 2nd amendment on February 21, 2018, final renewal agreement on February 20, 2019, a month-to-month renewal agreement on February 19, 2020, 4th amendment on August 18, 2021, and 5th amendment on April 20, 2022. CONTRACT/AGREEMENT CHANGES: Effective 03/1/2023, the annual contract sum is increased by $31,360.62 from $482,471.00 to $513,831.62. STAFF RECOMMENDATION: Approval DOCUMENTATION: KWIA - Cliffhangar Janitorial - 6th amendment 2023 (002) FINANCIAL IMPACT: Packet Pg. 1538 1.3 Effective Date: 03/1/2023 Expiration Date: Upon 30 days written notice Total Dollar Value of Contract: $513,831.62/yr. Total Cost to County: 0 Current Year Portion: Budgeted: Yes Source of Funds: Key West Airport Fund 404 CPI: Indirect Costs: Estimated Ongoing Costs Not Included in above dollar amounts: Revenue Producing: No If yes, amount: Grant: County Match: Insurance Required: Yes Additional Details: 04/19/23 404-63001 - KEY WEST AIRPORT O & M $513,831.62 REVIEWED BY: Beth Leto Completed 04/03/2023 12:41 PM Richard Strickland Completed 04/03/2023 5:00 PM Pedro Mercado Completed 04/03/2023 5:02 PM Purchasing Completed 04/03/2023 5:16 PM Budget and Finance Completed 04/04/2023 8:44 AM Brian Bradley Completed 04/04/2023 8:57 AM Lindsey Ballard Completed 04/04/2023 9:25 AM Board of County Commissioners Pending 04/19/2023 9:00 AM Packet Pg. 1539 6th AMENDMENT to CONTRACT FOR JANITORIAL SERVICES CLIFFHANGER JANITORIAL, INC. KEY WEST INTERNATIONAL AIRPORT THIS SIXTH AMENDMENT is made and entered into this 19th day of April 2023, by and between the Board of County Commissioners of MONROE COUNTY (County) and Cliffhanger Janitorial, Inc., (Contractor). WHEREAS, on February 10, 2016 the parties entered into an agreement (hereafter original agreement)for Contractor to provide janitorial services at the Key West International Airport, as amended and renewed on March 15, 2017, February 21, 2018, February 20, 2019, February 19, 2020, August 18, 2021, and April 20, 2022, and WHEREAS, on February 19, 2020 the agreement was renewed on a month to month basis commencing March 1, 2020, while the County prepared and issued a new Request for Proposals (RFP), and WHEREAS,the RFP is being developed based on the final design of the new Terminal Concourse A, and WHEREAS, the contractor has requested a CPI adjustment; NOW, THEREFORE, in consideration of the mutual covenants and promises hereinafter contained, the parties do hereby agree as follows: SECTION 1. Article 2. CONTRACT SUM of the original agreement is amended to read as follows: 2. CONTRACT SUM. Effective March 1, 2023, the County shall pay to the Contractor for the faithful performance of said service on a per month in arrears basis for each of month. The Contractor shall invoice KWIA monthly for janitorial services performed under the Specifications contained herein. The Contract amount shall be $513,831.62 per year($482,471.00 per year plus 6.50% CPI adjustment of$31,360.62 for the preceding 12 months ending December 2022)." SECTION 2. Except as set forth in paragraph one of this 61h Amendment, in all other respects,the terms and conditions of the original agreement, as amended and renewed,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) BOARD OF COUNTY COMMISSIONERS ATTEST: KEVIN MADOK OF MONROE COUNTY, FLORIDA By: By: Deputy Clerk Mayor/Chairman CLIFFHANGER JANITORIAL, INC. A130�E F4�6 By: � e PEA o ®w President ASS�ST�4 l NTY ATMRNEY ust� 2L13/2023 DATE(MMIDDIYYYY) CERTIFICATE OF LIABILITY INSURANCE / , 4REPRESENTATIVE CERTIFICATE IS USSId� D AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS GERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to The terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the PRODUCER - -URIE M. DIAZ DIAZ INSURANCE AGENCY 239 765-6571 .(239)765-5214 10 Islan Cottage a Ste 00 diazinsurance@comcast.i et St Augustine, 32080 N I Ac l NAI 144�,Uga� GREAT AMERICAN INSURANCE COMPANY 24856 IN rc,IRt r, CLIFFHANGER TO , ;F INC.I C. PROGRESSIVE C 10193 7283 NW 77th St r GREAT AMERICAN INSURANCE COMPANY 35378 Medley, FL331 ,S, I I CO 7 INIRLIMI IF THIS IS TO CERTIFY THAT THE POLIOES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. TYPE OF INSURANCE LIMITS COMMERCIAL GENERAL LIABILITY EACH •iC"�R .I CLAOMS-MADE 191 OCCUR 511"Zo II u 2 11 DED BIPD � 0011111 A A y Y FL E856154 6/5/22 16/5/23 2 000 000 r`.'.N'L AGGREGATE LIMITAPPLIE PER: w, d 2 000 000 POLICY PRO- JECT LOC 2 000 000 5 AUTOMOBILE LIABILITY GDM :%S.r. X S i' I. r i�l�iilll� ANYAUTO BODILY INJURY(Per person) S ALLOWNED SCHEDULED 02508104 6/5/22 6/5/23 BODILY INJURY(Per accident) S AUTOS AUTOS HIRED AUTOS NON-OWNED S AUTOS � g ".", OCCUR ,+ r'r"Y' v 'R 1. r r UMBRELLA LIAR C %S EB56155 6/5/22 /5/23 5 000 000 "'. EXCESS LIAB Ct i R ,,A,T, 5,0156,Tin WORKERS COMPENSATION .TH- AND EMPLOYERS'LIABILITY ANY PROPRIETORIPARTNEWEXECUTIVE OFFICERIMEMBER EXCLUDED? NIA tMeadalbry in NH) E1,PMEASE If desalba under Each Occur: $4,000,000 D Addtl Umbrella Liab 604BE02674-01 6/5/22 6/5/23 A re ate: $4 .000 000 DESCRIPT'(�ONOFOPERATIONSd+LOCATIONS,VEHICLES d,ACORD107 AOtlilbnalRemarlaSG>edWe,may6eagarhedNmorespaceisregwiaed) k L� tY mmAarmrs 1. li.t" CAxanLL i—..M APP BY RISK WnilgMff PM:: F y ft.It&uakreraaMtLmexw.l ld.E a,k.14*1 0 A--It el,wA, R Y Stnk., YL 33049 M', sw•LMY, .—.t...ti.., b—t,/v®rr.—hij—i—$wrs r '1'!—A.Wind— ,t'—J'g M d Mnnxt. W" xciMvk s.11d;Lnq J--,aria.N.":�L.I dl d 01�s L'm-.z CmrvAc�M„ ftiL d4 8 A—h1w Xn tallati—wtd 3nog,ectionp:, bmauwi¢ina".11AL—B. Mim l fth1.l— 20WR fA 31—C1500/K1',1 9&'KL9PMffi131651„ 2019 Jr—d r150 1 CW1, S18Y0, 20IS F—d T-100'r5'—Mit W Arr=1. .81&1b.k"06 lJS WAI Monroe County Board of County SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Commissioners THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 1100 Simonton St ACCORDANCE WITH THE POLICY PROVISIONS. Key West, FL 33040 AIjTHDRIZED REPRESENTATIVE rr � 0 1988-2013 ACORD CORPORATION All rights reserved. ACORD 25(2013104) The ACORO name and logo are registered marks of ACORD Date CERTIFICATE OF LIABILITY INSURANCE 1/12/2023 Producer: Plymouth Insurance Agency This Certificate is issued as a matter of information only and confers no 2739 U.S. Highway 19 N. rights upon the Certificate Holder. This Certificate does not amend,extend Holiday, FL 34691 or alter the coverage afforded by the policies below. (727)938-5562 1 Insurers Affording Coverage NAIC# Insured: South East Personnel Leasing, Inc. &Subsidiaries Insurer A: Lion Insurance Company 11075 2739 U.S. Highway 19 N. Insurer B: Holiday, FL 34691 Insurer C: Insurer D: Insurer E: Coverages The policies of insurance listed below have been issued to the insured named above for the policy period indicated. Notwithstanding any requirement,term or condition of any contract or other document with respect to which this certificate may be issued or may pertain,the insurance afforded by the policies described herein is subject to all the terms,exclusions,and conditions of such policies. Aggregate limits shown may have been reduced by paid claims. INSR ADDL Policy Effective Policy Expiration Limits LTR INSRD Type of Insurance Policy Number Date(MM/DD/YY) Date(MM/DD/YY) GENERAL LIABILITY Each Occurrence Commercial General Liability Damage to rented premises(EA Claims Made ❑ Occur occurrence) Med Exp Personal Adv Injury General aggregate limit applies per: General Aggregate Policy ❑Project ❑ LOC Products-Comp/Op Agg AUTOMOBILE LIABILITY Combined Single Limit (EA Accident) Any Auto Bodily Injury All Owned Autos (Per Person) Scheduled Autos Hired Autos Bodily Injury Non-Owned Autos i (Per Accident) Property Damage 12 . 23 DAi WC Only _��� (Per Accident) EXCESS/UMBRELLA LIABILITY WANO K1A_Xyft-- Each Occurrence Occur ❑Claims Made Aggregate Deductible A Workers Compensation and x I WC Statu- OTH- Employers'Liability WC 71949 01/01/2023 01/01/2024 tory Limits I ER Any proprietor/partner/executive officer/member E.L.Each Accident $1,000,000 excluded? NO E.L.Disease-Ea Employee $1,000,000 If Yes,describe under special provisions below. E.L.Disease-Policy Limits 1 $1,000,000 Other Lion Insurance Company is A.M. Best Company rated A(Excellent). AMB# 12616 Descriptions of Operations/Locations/Vehicles/Exclusions added by Endorsement/Special Provisions: Client ID: 24-66-296 Coverage only applies to active employee(s)of South East Personnel Leasing,Inc.&Subsidiaries that are leased to the following"Client Company": Cliffhanger Janitorial,Inc. Coverage only applies to injuries incurred by South East Personnel Leasing,Inc.&Subsidiaries active employee(s) ,while working in:FL. Coverage does not apply to statutory employee(s)or independent contractor(s)of the Client Company or any other entity. A list of the active employee(s)leased to the Client Company can be obtained by emailing a request to certif ica tes@ lion insurancecompany.corn Project Name: KEY WEST INTERNATIONAL AIRPORT 3491 S.ROOSEVELT BLVD.KEY WEST,FL.33040 ISSUE 01-12-23(KLT) Be in Date:4 S 2015 CERTIFICATE HOLDER CANCELLATION MONROE COUNTY BOARD OF Should any of the above described policies be cancelled before the expiration date thereof,the issuing insurer will endeavor to mail 30 days written notice to the certificate holder named to the left,but failure to COUNTY COMMISSIONERS do so shall impose no obligation or liability of any kind upon the insurer,its agents or representatives. 1100 SIMONTON STREET KEY WEST, FL 33040 q., :. 5th AMENDMENT to CONTRACT FOR JANITORIAL SERVICES CLIFFIIANGE�R JANITORIAL,INC. KEY WEST INTERNATIONAL AIRPORT THIS FIFTH AMENDMENT is made and entered into this 20th day of April, 2022, by and between the Board of County Commissioners of MONROE COUNTY (County) and Cliffhanger Janitorial, Inc., (Contractor). WIIEREAS, on February 10, 2016. the parties entered into an agreement (hereafter original agreement) for Contractor to provide janitorial services at the Key West International Airport, as amended and renewed on March 15, 2017, February 21, 2018, February 20, 2019, February 19, 2020, and August 18, 2021, and WHEREAS, on February 19, 2020 the agreement was renewed on a month to month basis commencing March 1., 2020, while the County prepared and issued a new Request for Proposals (RFP), and WHEREAS, the REP is on hold pending the completion of the design of the new Terminal Concourse A, and WIIER.EAS, post pandemic air traffic at the Airport has increased the amount of labor cleaning hours and the cost of required janitorial supplies and materials and the contractor has requested a CPI adjustment; NOW, THEREFORE, in consideration of the mutual covenants and promises hereinafter contained,the parties do hereby agree as follows: SECTION 1. Article 2. CONTRACT SUM of the original agreement is amended to read as follows: 2. CONTRACT SUM. Effective March 1, 2022, the County shall pay to the Contractor for the faithful performance of said service on a per month in arrears basis for each of month. The Contractor shall invoice KWIA monthly for janitorial services performed under the Specifications contained herein. The Contract amount shall be $482,471.00 per year ($450,907.48 per year plus 7.0% CPI adjustment of $31,563.52 for the preceding 12 months ending December 2021)." SECTION 2. Except as set forth in paragraph one of this 51h Amendment, in all other respects,the terms and conditions of the original agreement, as amended, 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. 1 OF 2 23 o 4 BOARD OF COUNTY COMMISSIONERS 'T>. KEVIN MADOK OF MONROE COUNTY,FLORIDA By:. By: Deputy l-rk Mayo452rrnan W' ess s: CLIFFHANGER JANITORIAL, INC. �l By: I ;t7 tl d LL- NROZOVE Y IITTOf3NEY �; —� A�;PFORM.(rc�WPEASSISTA Y ATTORNEY Date 3/7/22 c\j fl- tom_. 2OF2 4th AMENDMENT to CONTRACT F R JANITORIAL SERVICES CLIFFHANGER JANITORIAL,INC. KEY WEST INTERNATIONAL AIRPORT THIS FOURTH AMENDMENT is made and entered into this 18th day of August,2021, by and between the Board of County Commissioners of MONROE COUNTY (County) and Cliffhanger Janitorial, Inc., (Contractor). WHEREAS, on February la, 2016 the parties entered into an agreement (hereafter original agreement) for Contractor to provide janitorial services at the Key West International Airport,as amended and renewed on March 15,2017,February 21,2018,and February 20, 2019, and WHEREAS,on February 19,2020 the agreement was renewed on a month to month basis commencing March 1,2020,while the County prepared and issued a new Request for Proposals (RFP), and WHEREAS, the RFP was not issued during the COVID-19 pandemic and is currently under review, and WHEREAS, in March of 2021 the Departure Hall Holdroom construction project was completed which added 637 sq. ft. of new holdroorn space and seating, an additional 471 sq. ft. of new men's and women's restrooms, an additional 83 sq. ft. for a new family restroom and a new 102 sq. ft. pet relief area, all of which increased the amount of cleaning hours and cost of janitorial supplies and mated a]s needed for the contractor to provide services, and WHEREAS, post pandemic passenger traffic at the Airport has also increased the amount of labor cleaning hours and the amount and cost of required janitorial supplies and materials; and WHEREAS, since the commence of the month to month agreement, the contract sum has not been adjusted by CPI; NOW, THEREFORE, in consideration of the mutual covenants and promises hereinafter contained,the parties do hereby agree as follows: SECTION 1. Article 2.CONTRACT SUM of the original agreement is amended to read as follows: 2. CONTRACT SLIM. Effective October 1, 2021,the County shall pay to the Contractor for the faithful performance of said service on a per month in arrears basis for each of month. The Contractor shall invoice KWIA monthly for janitorial services performed under the Specifications contained herein. The Contract amount shall be $450,907.48 per year ($419,587.63)per year plus 2.3% CPI adjustment of$9,650.52 for the preceding 12 months ending December 2019 plus 1.4% CPI adjustment of $6,009.33 for the preceding 12 months ending December 2020, plus an additional $15,660,00 for increased cost of supplies and materials due to increased amount of passengers)." SECTION 2. Except as set forth in Section one of this 4ch Amendment,all other provisions the February 10, 2016 original agreement, as amended and the February 19, 2020 Month to Renewal Agreement,not inconsistent herewith shall remain in full force and effect. WITNESS WHEREOF,the parties hereto have set their hands and seals the day and i€ above written. BOARD OF COUNTY COMMISSIONERS Fi,ST: KEVIN MADOK OF MONROE COUNTY, FLORIDA Bye By: As r.4uty Clerk esse CLIFFH N C. By: . ®� zz; Print Name/Title �A/ WE EY A 'AM FOAM ASSI ASTORNEY E)ete $I3121 ) c: rn r ,a MONTH TO MONTH RENEWAL AGREEMENT CLIFFHANGER JANITORIAL,INC. KEY WEST INTERNATIONAL AIRPORT ICO �eb�tcc� THIS MONTH TO MONTH RENEWAL agreement is entered into this_ 2,1fj day of .leery 2020, 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 Clifthanger Janitorial, Inc., a Florida Corporation (hereafter Contractor), whose address is 5541 N.W. 74 Ave., Miami, Florida 33166. The parties hereto, for the considerations herein set forth, mutually agree as follows: WHEREAS, on the 10th day of February 2016, the parties. entered into a Contract for Janitorial Services at the Key West International Airport,hereafter original agreement; and WHEREAS, on 15th day of March 2017 the parties renewed the original agreement for 1 year; and WHEREAS, on 21`t day of February 2018 the parties renewed the original agreement for 1 additional year; and. WHEREAS, on 20th day of February 2019 the parties renewed the original agreement for 1 final year; and WHEREAS,the renewal term expires on February 28,2020: and WHEREAS,the county will soon be issuing a Request for Proposals in accordance with the county's purchasing and procurement policy-; and WHEREAS, the county will not have enough time to select and award and execute a new contract prior to the expiration of the current contract; now,therefore, IN CONSIDERATION of the mutual promises and covenants set forth below, the parties agree as follows: 1. Paragraph 4 of the original agreement is amended to read: 3.TERM OF CONTRACURENEWAL. a) This Contract shall be on a month to month basis commencing on March 1, 2020. The County may terminate this contract upon 30 days written notice. b) Should additional service be required at KWIA on a permanent basis, the additional specific.tasks, and costs for those tasks, will be mutually agreed upon in writing, and approved by the Airport Manager and by the Contractor. e 2. Except as set forth in paragraph one of this Month to Month Renewal Agreement, in all qg1mrWects,the terms and conditions of the original agreement, as amended, remain in full fdrc��tgev. r + S WHEREOF,the parties hereto have set their hands and seals the day and i ya f r tab.Svc.�rt en. p y BOARD OF COUNTY COMMISSIONERS A*,TTE&Tt.,K)*'VIN MADOK OF MONROE COUNTY,FLORIDA By: By: �b as Deputy Clerk Ma or/C ai an Witnesses- CLIFFHANGER JANITORIAL, INC. By: I"AW"V, Roberto Calderin/Controller Print Name/Title o -.T CD L.cJ jl.. e._ o � �MOq R�10E CR*ai 0V 'C:�'I.CG PEDFtO J.MERCA00 Date ASSIST T1f ATTORNET 2'0 3rd AMENDMENT to CONTRACT FOR JANITORIAL SERVICES CLIFFHANGER JANITORIAL, INC. KEY WEST INTERNATIONAL AIRPORT THIS THIRD AMENDMENT is made and entered into this 20th day of February , 2019, by and between the Board of County Commissioners of MONROE COUNTY (County) and Cliffhanger Janitorial, Inc., (Contractor). WHEREAS, on February 10, 2016 the parties entered into an agreement (hereafter original agreement) for Contractor to provide janitorial services at the Key West International Airport, as amended on March 15, 2017, and February 21, 2018, and WHEREAS, in accordance with Section 4 of the original agreement, the parties wish to renew the agreement for one (1) year and adjust the annual contract amount in accordance with CPI-U for the preceding calendar year ending December 2018; NOW, THEREFORE, in consideration of the mutual covenants and promises hereinafter contained, the parties do hereby agree as follows: SECTION 1. Article 2. CONTRACT SUM of the original agreement is amended to read as follows: 2. CONTRACT SUM. Effective March 1, 2019, 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 $419,587.63 per year ($411,764.11 per year plus 1.9% CPI adjustment of$7,823.52)." SECTION 2. Article 4. TERM OF CONTRACT/RENEWAL of the original agreement is amended to read as follows: 4. TERM OF CONTRACT/RENEWAL. a) This Contract shall be for a period of one year commencing on March 1, 2019 and terminating on February 28, 2020. b) 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." SECTION 3. All other provisions of the February 10, 2016 original agreement, as amended on March 15, 2017, and February 21, 2018, not inconsistent herewith shall remain in full force and effect. Page 1 of 2 IN WITNESS WHEREOF, the parties have caused this 3d Amendment to be executed by h`eir-respec',I e officer or representative thereunto duly authorized the day and year first above ,written. ( E >I) % ; �,� BOARD OF C UNTY COMMISSIONERS ,ATTEST: KEVN DOK, CL RK OF MONR CO FLORI A Deputy Clerk Mayor/Chairman CLIFFHAN By: Ro erto Calderin am nh(f_ W itnesse Title This document was prepared and-appro d as to form by: P_a V Pedro J. Mer a o, Esq. Assistant Co ty Attorney Florida Bar o.: 0084050- P.O. Box 1026 Key West,FL 33041-1026 (305) 292-3470 - o n.i at ' ICJ Page 2 of 2 2°d AMENDMENT to CONTRACT FOR JANITORIAL SERVICES CLIFFHANGER JANITORIAL,INC. KEY WEST INTERNATIONAL AIRPORT THIS FIRST AMENDMENT is made and entered into this day of 2018, by and between the Board of County Commissioners of MONROE COUNTY (County) an Cliffhanger Janitorial, Inc., (Contractor). WHEREAS, on February 10, 2016 the parties entered into an agreement (hereafter original agreement) for Contractor to provide janitorial services at the Key West International Airport, as amended on March 15, 2017, and WHEREAS, in accordance with Section 4 of the original agreement, the parties wish to renew th agreement for one (1) year and adjust the annual contract amount in accordance with CPI-U for the preceding calendar year ending December 2017; NOW, THEREFORE, in consideration of the mutual covenants and promises hereinafter contained, the parties do hereby agree as follows: SECTION 1. Article 2. CONTRACT SUM of the original agreement is amended to read as follows: 2. CONTRACT SUM. Effective March 1, 2018, 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 $411,764.11 per year ($403,294.92 per year plus 2.1% CPI adjustment of$8,469.19)." SECTION,2. Article 4. TERM OF CONTRACT/RENEWAL of the original agreement is amended to read as follows: 4. TERM OF CONTRACT/RENEWAL. a) This Contract shall be for a period of one year commencing on March 1, 2018 and terminating on February 28, 2019. b) The parties shall have the option to renew this agreement after the third year, for one additional one year period. 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." Page 1 of 2 SECTION 3. All other provisions of the February 10, 2016 original agreement, as amended on March 15, 2017, not inconsistent herewith shall remain in full force and effect. . IN.WITNESS WHEREOF, the parties have caused this 2"d Amendment to be executed by their respective officer or representative thereunto duly authorized the day and year first above .written.=- "1 • r BOARD OF COUNTY COMMISSIONERS �`,` Y` ATTEST: KEVIN MADOK, CLERK OF MONROj�COU Y, F IDA By: By: Deputy Clerk Mayor/Chairman CLIFFHANGE NI L IN By: Roberto`JCaI erin *. 0 Witness s Title This docuipqt was pr reli and approved as to form by: r edro J. Mercado, Esq. Assistant County Attorney Florida Bar/No.: 0084050 P.O. Box 1026 Key West, FL 33041-1026 a -, (305) 292-3470 = v C O C Z1 m'CO... Cl) Page 2 of 2 Is'AMENDMENT to CONTRACT FOR JANITORIAL SERVICES CLIFFHANGER JANITORIAL,INC. KEY WEST INTERNATIONAL AIRPORT THIS FIRST AMENDMENT is made and entered into this 1, ' day of MA 2017,by and between the Board of County Commissioners of MONROE COUNTY (County)and Cliffhanger Janitorial, Inc.,(Contractor). WHEREAS, on February 10, 2016 the parties entered into an agreement (hereafter original agreement) for Contractor to provide janitorial services at the Key West International Airport,and WHEREAS, in accordance with Section 4 of the original agreement, the parties wish to renew the agreement for one (1) year and adjust the annual contract amount in accordance with CPI-U for the preceding calendar year ending December 2016; NOW,THEREFORE, in consideration of the mutual covenants and promises hereinafter contained,the parties do hereby agree as follows: SECTION 1. Article 2. CONTRACT SUM of the original agreement is amended to read as follows: 2. CONTRACT SUM. Effective March 1, 2017, 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$403,294.92 per year($394,999.92 per year plus 2.1%CPI adjustment of$8,295.00)." SECTION 2. Article 4.TERM OF CONTRACT/RENEWAL of the original agreement is amended to read as follows: 4. TERM OF CONTRACT/RENEWAL. a) This Contract shall be for a period of one year commencing on March 1,2017 and terminating on February 28,2018. b) The parties shall have the option to renew this agreement after the second year, 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 KW1A 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." Page 1 of 2 SECTION 3. All other provisions of the February 10, 2016 original agreement not inconsistent herewith shall remain in full force and effect. IN WITNESS WHEREOF, the parties have caused this First Amendment to be executed 've officer or representative thereunto duly authorized the day and year first above s _ BOARD OF COUNTY COMMISSIONERS IN MADOK,CLERK OF MONROE COUNTY,FLORIDA y_ e. Deputy Clerk yor/Chairman CLIFFHANGER JAN INC. By: Roberto Caldenn Witnesses Title This doeu t was pr nd approve to form by: edro]. M o, Esq. Assis omey orida Bar No.: 0084050 P.O. Box 1026 _ Key West,FL 33041-1026 = `` (305)292-3470 ; -f Page 2 of 2 CONTRACT FOR JANITORIAL SERVICES CLIFFHANGER JANITORIAL, INC. KEY WEST INTERNATIONAL AIRPORT THIS CONTRACT, made and entered into this 101h day of February, 2016, by and between the Board of County Commissioners of MONROE COUNTY (County) and Cliffhanger Janitorial, Inc., (Contractor). 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, and perform all of the work described in the Scope of Work (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 $394,999.92 per year. 3. CONTRACTOR'S ACCEPTANCE OF CONDITIONS. a) The Contractor hereby agrees that he has carefully examined the sites and has made investigations to fully satisfy himself/herself that such sites are correct and suitable ones for this work and he/she 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 his failure to comply strictly and in all things with this Contract and with the Specifications. 4. TERM OF CONTRACT/RENEWAL. a) This Contract shall be for a period of one year commencing on March 1, 2016 and terminating on February 28, 2017. b) The parties shall have the option to renew this agreement after the first year, for three additional one year periods. The contract amount agreed to herein may be adjusted I 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. 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: Worker's 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 combined single limit; If split limits are provided, the minimum limits acceptable shall be: $200,000 per Person, $300,000 per Occurrence, $200,000 Property Damage. General Liability - $500,000 combined single limit. Employee Dishonesty - $100,000 per occurrence. 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 2 or expenses (including, without limitation, costs of remediation and costs of additional security measures that the Federal Aviation Administration, the Transportation Security Administration or any other governmental agency requires by reason of, or in connection with a violation of any federal law or regulation, 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 3 the event any cause of action or administrative proceeding is initiated or defended by any party relative to the enforcement or interpretation of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, court costs, investigative, and out-of-pocket expenses, as an award against the non-prevailing party, and shall include attorney's fees, courts costs, investigative, and out-of-pocket expenses in appellate proceedings. Mediation proceedings initiated and conducted pursuant to this Agreement shall be in accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the circuit court of Monroe 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 will 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 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) 4 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 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 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. The County and Contractor shall allow and permit reasonable access to, and inspection of, all documents, papers, letters or other materials in its possession or under its control subject to the provisions of Chapter 119, Florida Statutes, and made or received by the County and Contractor in conjunction with this Agreement; and the County shall have the right to unilaterally cancel this Agreement upon violation of this provision by Contractor. 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. 5 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 OBLIGATHONS 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. ATTESTATION& 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. 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 level sufficient to allow for the purchase of the services/goods specified herein, this agreement may then be 6 terminated 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 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 licenser 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 Janitorial, Inc. Key West International Airport Roberto Calderin 3491 S. Roosevelt Blvd. 5541 N.W. 74 Ave. Key West, FL 33040 Miami, Fl. 33166 (305) 809-5200 Phone: (305) 796-1619 35. CANCELLATION. a) The County may cancel this contract for cause with seven days notice to the contractor. Cause shall constitute a breach of the obligations of the Contractor to perform the services enumerated as the Contractor's obligations under this contract. b) Except for the County's termination because of non-appropriation in paragraph 32, either of the parties hereto may cancel this agreement without cause by giving the other party thirty days written notice of its intention to do so. 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. 7 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. 8 O. 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 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 9 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) of 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. THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK. 10 IN "'' , the parties have caused this Agreement to be executed this. day of.. o., � ..., 2016. (SEAL) "T: AMY HAVILIN, CLERK A OF COUNTY COMMISSIONERS O MONROE COUNTY, FLORIDA 3 By: erkMayor I ate: rruters .� yINC. . . .. � . w� By: .m.. � Roberto Calderin ........ _._ ............................................................ Witnesses Title This do7edro eat was prep°�red and pproved, 'to form by: J. Merc° 'o, Esq � Assistant CoL my Attorney Florida Bar No.: 0084050 P.O. Box 1026 Key West, FL 3301-1026 (305) 292-370 tc Exhibit A SCOPE OF WORK JANITORIAL SERVICES — KEY WEST INTERNATIONAL AIRPORT Scope of Services for Janitorial work shall consist of: Daily Service (performed 365 days per year or as required) Main Terminal Check and clean restrooms every two hours (non-peak times lam- 11 anV3pm-7pm) Check and clean restrooms every hour (during peak time 11 am-2:30pm) Clean area(4 times a day) Empty and clean all trash cans and throw away in dumpster Vacuum Area Rugs (I time a day) Sweep and spot clean floor smudges as needed Disinfect seating and seating bases, dust ledges and countertops (I time at pm) Clean entrance door glass daily Departure Area Check and clean restrooms every 2 hours (non-peak times lam- I I am/3pm-7pm) Check and clean restrooms every 30 min.(during peak time 11 am-2:30pm) Clean area (4 times a day) and vacuum daily Empty and clean all trash cans and throw away in dumpster Vacuum (I time a day) Disinfect seating and seating bases, dust ledges and countertops (I time at pm) Arrivals Area Check and clean restrooms every 2 hours (non-peak times lam- I I am/3pm-7pm) Check and clean restrooms every 30 min.(during peak time I I am-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 (I time a day) Disinfect seating and seating bases, dust ledges and countertops (I time in pm) Terrazzo Floor: Cleaning and buffing required nightly Airline Area Check and clean baggage scale and bag belt Empty and clean all trashcans and throw away in dumpster Clean offices Operations Are Rest Rooms Clean restrooms (I time in am, I time in pm) Weekly - 4x Service (performed 4 times per week (every other day) or as needed) 12 Terminal and Departure Bridge Mop and buff floors. Escalators and Stairs (Every other day) Clean top and bottom landing area of escalator and stairs. Clean handrails and railings. Glass Doorsffracks[Windows and Sills/Passenger Bridge Check and clean every other day. Weekly- 2x Service (performed 2 times per week or as needed) Administrative Offices Clean restrooms (after 5 pm) Sweep, mop, dust stairwell leading to Admin Office Clean, dust and vacuum each office and hallways Empty and clean trash cans Remove all trash to dumpster daily (after 5 pm) Clean windows, window sills and dust blinds Elevators Clean walls, doors, door tracks and clean 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) Operations Office Hallway Sweep and mop on Monday, Friday Airlines Area Dust behind ticket counters and mop hallways Vacuum Customs Border Protection Building and Sheriff's Office Clean restrooms Clean interior of building Empty and clean trash cans Clean windows, windows sills and dust blinds Vacuum Greyhound Bus Station Clean restrooms Clean public area Weekl-v Service (performed I time per week or as needed) Elevator Mop floors and spot clean walls 13 Monthly Service (performed 1 time per month or as needed) Terminal Strip and wax floors Baggage Bridge and Stairwell Sweep and buff bridge Sweep and mop stairs Clean handrails and doors Clean interior windows Quarterly Service (performed every 3 months or as needed) Restrooms Deep clean restrooms grout Customs Border Protection and Sheriff's Office Deep clean carpeting Conch Flver Beach Bar Clean windows Semi — Annual Service (performed every 6 months or as needed) High Window areas such as: VCB Bldg., Restaurants, East/West end of Terminal Building, Passenger & Bag belt bridges, etc. Detailed cleaning of interior and exterior of all high windows Airline Area Deep clean carpeting Administrative Offices Deep clean carpeting Note: Morning shift will consist of one supervisor and four laborers and the night shift will have one lead supervisor and two laborers (one of the night shift laborers shall be experienced with and dedicated to floor maintenance). 14