AGREEMENT

Between

BROWARD COUNTY

and

____________________

for

SECURITY OFFICER SERVICES FOR PORT EVERGLADES, FORT LAUDERDALE-HOLLYWOOD INTERNATIONAL AIRPORT,

AND NORTH PERRY AIRPORT

RFP # _R1311116P1_

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INDEX Article Page 1 RECITALS ........................................................................................... 3 2 DEFINITIONS AND IDENTIFICATIONS ............................................. 3 3 SCOPE OF SERVICES ....................................................................... 7 4 TERM AND TIME OF PERFORMANCE ............................................. 7 5 OBLIGATIONS OF SECOND PARTY ................................................. 8 6 OFFICE SPACE ................................................................................ 12 7 COMPENSATION ............................................................................. 12 8 OPERATIONAL STANDARDS .......................................................... 14 9 INDEMNIFICATION ........................................................................... 16 10 INSURANCE ..................................................................................... 17 11 TERMINATION .................................................................................. 18 12 EEO AND CBE COMPLIANCE ......................................................... 20 13 SECURITY ........................................................................................ 24 14 MISCELLANEOUS ............................................................................ 26 Exhibits and Attachments Exhibit A Scope of Services Exhibit B Hourly Rate of Pay Schedule Exhibit C Statement of Compliance – Prevailing Wage Rate Ordinance Exhibit D Letters of Intent - Schedule of CBE Participation Exhibit E Certification of Payments to Subcontractors and Suppliers Exhibit F Certificate of Insurance Attachment I Nondiscrimination Requirements Attachment II Provisions Pertaining to Airport Projects

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AGREEMENT

Between

BROWARD COUNTY

and

____________________

for

SECURITY OFFICER SERVICES FOR PORT EVERGLADES,

FORT LAUDERDALE-HOLLYWOOD INTERNATIONAL AIRPORT, AND NORTH PERRY AIRPORT

RFP # _R1311116P1__

This is an Agreement ("Agreement"), made and entered into by and between: BROWARD COUNTY, a political subdivision of the State of Florida, hereinafter referred to as "COUNTY,"

and

________________________________, a Florida corporation, hereinafter

referred to as "SECOND PARTY," (collectively referred to as the "Parties"). **NOTE: The following terms "SECOND PARTY," "CONTRACTOR," "PROVIDER," and other such terms should not be used in the final document. An acronym that identifies the other contracting party should be used instead.

WITNESSETH:

WHEREAS, COUNTY is the owner and operator of the Fort Lauderdale-Hollywood International Airport, the North Perry Airport, and appurtenant facilities (hereinafter referred to as "Airports") and Port Everglades, a deep-water port and appurtenant facilities (hereinafter referred to as “Port”), both of which are located in Broward County, Florida; and

WHEREAS, COUNTY is required to maintain continuous and uninterrupted law

enforcement and security services to safeguard persons and property at the Airports and the Port; and

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WHEREAS, a Request for Proposal (“RFP”) was issued requesting proposals for Security Officer Services for the Airports and the Port; and WHEREAS, SECOND PARTY represents that it is experienced in the business of providing the security officer services required under this Agreement; and WHEREAS, the COUNTY desires to engage SECOND PARTY to provide security officer services at the Airports and the Port under an agreement containing mutually satisfactory terms and covenants; NOW THEREFORE

IN CONSIDERATION of the mutual terms, conditions, promises, covenants, and payments hereinafter set forth, the Parties agree as follows:

ARTICLE 1

RECITALS 1.1. The above recitals are true and correct and are incorporated herein as set forth

in full hereunder. 1.2 COUNTY finds that the provision of security officer services at the Airports and

the Port as set forth in this Agreement is in the best interest of the public and the residents of Broward County.

ARTICLE 2

DEFINITIONS AND IDENTIFICATIONS

The following definitions apply unless the context in which the word or phrase is used requires a different definition: 2.1 Access Control Points – Checkpoints, designated by the Port, which may

change from time to time, and staffed by security personnel requiring persons seeking entry to the Controlled Access Area to present necessary identification.

2.2 Agreement - This Agreement includes Articles 1 through 14, the exhibits and

documents that are expressly incorporated herein by reference. 2.3 Airports shall mean the Fort Lauderdale-Hollywood International Airport and the

North Perry Airport, located in Broward County, Florida. 2.4 Airport Operations Area or AOA shall mean a portion of an airport, specified in

the Airport Security Program, in which security measures specified in 49 CFR Part 1500 are carried out. This area includes aircraft movement areas, aircraft parking areas, loading ramps, and safety areas for use by aircraft regulated by

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adequate security systems, measures, or procedures. This area does not include the Secured Area.

2.5 Airport Security Plan (ASP) shall mean a security program approved by the

TSA under 1542.101 of 49 CFR Chapter XII. 2.6 Aviation Security Contingency (AVSEC) Level shall mean when the

Department of Homeland Security declares an Imminent Measures threat condition that requires airport operators to implement immediately the corresponding security measures contained in the airport’s AVSEC plan and any other appropriate security directives.

2.7 Aviation Department shall mean the Aviation Department of Broward County. 2.8 Airport Director shall mean the duly appointed Director of Broward County’s

Department of Aviation. 2.9 Board - The Board of County Commissioners of Broward County, Florida. 2.10 Breaches of Security shall mean incidents that have not resulted in a

“transportation security incident” in which security measures have been circumvented, eluded or violated.

2.11 Controlled Access Area shall mean the area in Port Everglades within Access

Control Points 2.12 Contract Administrator - As to the Department of Aviation, the contract

administrator is the Airport Director or such person authorized by the Airport Director to act as the contract administrator. As to Port Everglades, the contract administrator is the Port Director or such person authorized by the Port Director to act as the contract administrator.

2.13 County shall mean Broward County, a body corporate and a political subdivision

of the State of Florida. 2.14 County Administrator - The administrative head of COUNTY appointed by the

Board. 2.15 County Attorney - The chief legal counsel for COUNTY appointed by the Board. 2.16 County Business Enterprise or "CBE" - A small business located in Broward

County, Florida, which meets the criteria and eligibility requirements of Broward County's CBE Program and must be certified by Broward County's Office of Economic and Small Business Development.

2.17 Disincentive Charges shall mean the fees established pursuant to Section 5.9

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of this Agreement. 2.18 Maritime Security (MARSEC) Level shall mean the security level set to reflect

the prevailing threat environment to the marine elements of the national transportation system, including ports.

2.19 Performance Monitoring shall mean, including but not limited to, methods used

by the Contract Administrator or third party on behalf of COUNTY to monitor SECOND PARTY’s performance using typical techniques such as, but not limited to, random and planned sampling, surveys, scheduled and unscheduled inspections, audits, security tests conducted by the Federal Aviation Administration, the Florida Department of Law Enforcement, and the United States Coast Guard (USCG), and review of records and reports.

2.20 Port: The geographical area known as Port Everglades, Florida. 2.21 Port Department: The Port Everglades Department of Broward County. 2.22 Port Director shall mean the duly appointed Director of Broward County’s Port

Everglades. 2.23 Port Jurisdictional Area (“PJA”) shall mean that certain real property

encompassing areas within the municipal boundaries of Dania Beach, Fort Lauderdale, Hollywood, and Broward Municipal Services District, which together comprises the seaport known as “Port Everglades” and which property and improvements are more particularly described in the Port Jurisdictional Area in Chapter 89-427, Laws of Florida, as amended, or as subsequently amended by Legislative Act.

2.24 Port Everglades District shall mean the geographic boundaries of Port

Everglades as defined within the Port Jurisdictional Area. 2.25 Port Security Plan (PSP) shall mean the plan approved by the Port Director to

ensure the application of operational and physical security measures designed to protect port facilities at the respective MARSEC levels.

2.26 Project - The Project consists of the services described in Article 3. 2.27 Restricted and Secure Areas shall mean those areas, as designated in the Port

Everglades Port Security Plan, which meet the criteria for being designated a restricted or secure area under Fla. Stat. § 311.12 and the Maritime Transportation Security Act 33, CFR part 105.

2.28 Restricted and Secure Area Access shall mean checkpoints staffed by security

personnel requiring person(s) seeking entry to present necessary identification

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and meet other requirements of the Port Security Plan for entry into designated restricted and secure areas.

2.29 Security Identification Display Area or SIDA shall mean a portion of the

Airports specified in the Airport Security Program, in which security measures specified in 49 CFR Part 1540 are carried out. These areas include the secured area and may include other areas of the Airports.

2.30 Security Infrastructure shall mean the security equipment and facilities owned

by the Port and Airports including technology and facilities that contribute to the overall security of the Port and Airports.

2.31 Security Officer Services shall mean comprehensive professional services,

including all necessary, incidental and related support services provided each and every day of the year, on a twenty-four (24) hour per day basis, and shall encompass duties and functions as defined in Exhibit “A”.

2.32 Sheriff shall mean the Sheriff of Broward County, Florida. 2.33 Shift shall mean the duration of a security officer’s daily assignment to provide

security services to the Airports and the Port. 2.34 SIDA Access Media shall mean the appropriate, authorized access credentials

for the SIDA. 2.35 Subcontractor shall mean a firm, partnership, corporation or combination

thereof having a direct contract with SECOND PARTY for all or any portion of the Security Officer Services, but not those who merely furnish equipment or materials.

2.36 Surge Related Incidents shall mean a period of heightened security requiring

additional staffing by security personnel exceeding normal levels, for indefinite periods of time.

2.37 Term shall mean the specified period of time for SECOND PARTY’s

performance pursuant to this Agreement. 2.38 Transportation Security Incident shall mean a security incident resulting in a significant loss of life, environmental damage, transportation system disruption, or economic disruption. 2.39 TWIC shall mean Transportation Worker Identification Credential.

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ARTICLE 3

SCOPE OF SERVICES 3.1 SECOND PARTY shall perform all work identified in this Agreement and Exhibit

"A". The Scope of Services is a description of SECOND PARTY's obligations and responsibilities and is deemed to include preliminary considerations and prerequisites, and all labor, materials, equipment, and tasks which are such an inseparable part of the work described that exclusion would render performance by SECOND PARTY impractical, illogical, or unconscionable.

3.2 SECOND PARTY acknowledges that the Contract Administrator has no authority

to make changes that would increase, decrease, or otherwise modify the Scope of Services to be provided under this Agreement except as expressly authorized by the Broward County Procurement Code (Chapter 21 of the Broward County Administrative Code).

3.3 Throughout the term of this Agreement, SECOND PARTY shall keep fully

informed of and comply with all federal, state, County and local laws, ordinances, codes, and regulations, and all orders and decrees of bodies or tribunals having jurisdiction or authority which, in any manner, affect services to be provided under the terms of this Agreement. SECOND PARTY, its subcontractors, and their officers, agents, and employees shall at all times observe and comply with all such laws, ordinances, codes, rules, regulations, orders, and decrees in performing its duties, responsibilities, and obligations related to this Agreement.

ARTICLE 4

TERM AND TIME OF PERFORMANCE

4.1 The Term of this Agreement shall begin on the date this Agreement is fully

executed by the Parties and shall end on _________________. The continuation of this Agreement beyond the end of any fiscal year shall be subject to both the appropriation and the availability of funds in accordance with Chapter 129, Florida Statutes. The COUNTY’s Director of Purchasing may renew this Agreement for up to two (2) one-year periods, upon the same terms and conditions, by giving notice of the renewal to SECOND PARTY at least thirty (30) calendar days prior to the end of the initial term or any renewal term.

4.2 All duties, obligations, and responsibilities of SECOND PARTY required by this

Agreement shall be completed no later than ___________. Time shall be deemed to be of the essence in performing the duties, obligations, and responsibilities required by this Agreement.

4.3 In the event services are scheduled to end due to the expiration of this

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Agreement, SECOND PARTY agrees that it shall continue service upon the request of the Contract Administrator. The extension period shall not extend for greater than three months beyond the term of the Agreement. SECOND PARTY shall be compensated for the service at the rate in effect when the extension is invoked by COUNTY upon the same terms and conditions as contained in this Agreement as amended. The Purchasing Director shall notify SECOND PARTY of an extension authorized herein by written notice delivered prior to the end of the term of the Agreement.

ARTICLE 5

OBLIGATIONS OF SECOND PARTY 5.1 SECOND PARTY shall provide Security Officer Services at the Airports and the

Port, according to the terms and conditions of this Agreement. The hours during which SECOND PARTY is to conduct its operations shall be twenty-four (24) hours a day, seven (7) days a week, including holidays. SECOND PARTY shall provide adequate personnel at all times, and this requirement shall be reflected in its Staffing Plan as described below. SECOND PARTY shall provide additional or reduced staffing at such times as may be determined by the Aviation Department and Port Department. SECOND PARTY shall provide all personnel, equipment, uniforms, and related office equipment and supplies for the uninterrupted and safe performance of duties, as described in Exhibit “A”. SECOND PARTY shall guarantee and provide evidence, that all security officers have completed the MTSA training to comply with 33 CFR 105.210, as referenced in the materials presented during the RFP evaluation prior to being assigned to Port Everglades. Vehicles must be cleaned and maintained in accordance with the Airport’s ramp access program. Further, SECOND PARTY shall perform in accordance with the Annual Staffing Plan, as described below, approved by the Aviation Department and Port Department.

5.2 Licenses. Prior to commencement of operations pursuant to this Agreement and

throughout the Term and any renewal, SECOND PARTY shall secure and maintain any and all permits and licenses; ensure that such permits and licenses list SECOND PARTY as the permittee and/or licensee. SECOND PARTY shall maintain and provide upon request by COUNTY satisfactory documentary evidence of all such requisite licenses, legal permits, and notifications as hereinabove required.

5.3 Staffing Plan. SECOND PARTY shall prepare and submit for review and

approval by the Aviation Department and Port Department a Staffing Plan setting forth the plan intended for use by SECOND PARTY at the Airports and the Port in performing the services required by this Agreement. The initial plan will be provided forty-five (45) days prior to the commencement date of security services at the Airports and the Port. Following approval by the Aviation Department and

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the Port Department, SECOND PARTY agrees to update the Staffing Plan annually and submit such updated plan sixty (60) days prior to the anniversary date of this Agreement. Such updates are subject to review and written approval by the Aviation Department and Port Department. SECOND PARTY agrees to comply with the procedures, rules, and regulations established in the approved plan, as updated, and agrees that failure to do so shall constitute a default of this Agreement In the event COUNTY exercises its option and extends this Agreement for one or more Renewal Terms, SECOND PARTY shall submit a proposed Annual Staffing Plan for such Renewal Term within thirty (30) days of receipt of COUNTY’s notice of such extension. The Aviation Department’s and Port Department’s approval shall be in writing, and the staffing level shall thereafter be binding upon SECOND PARTY. SECOND PARTY shall submit with its proposed Staffing Plan the resumes of all of its managerial and supervisory personnel.

5.4 The approved annual staffing may be increased or decreased by the Aviation

Department or Port Department from time to time, but only if and to the extent that Aviation Department or Port Department, in its sole discretion, deems such revisions necessary and appropriate under this Agreement. SECOND PARTY shall maintain an adequate number of SIDA badged personnel as approved by the Aviation Department.

5.5 Employees of SECOND PARTY and subcontractors shall use the parking

facilities provided or authorized by COUNTY, in common with employees of other concessionaires and users of the Airports and the Port, at no cost to SECOND PARTY.

5.6 SECOND PARTY shall implement its Quality Control Program that was included

in its response to the Request for Proposals pursuant to which this Agreement was awarded (the “Quality Control Program”), which assesses and measures security service performance. SECOND PARTY will provide a monthly operations report to include vehicle usage data. SECOND PARTY shall promptly address any concerns raised by the Airports or Port pertaining to the Quality Control Program for the duration of this agreement

5.7 If the Airports or Port incur any fines or civil penalties from a state or federal

agency related to a security breach and such breach is the result of incompetence or negligence, as determined by mutual agreement by the Airports or Port and SECOND PARTY, on the part of SECOND PARTY personnel, SECOND PARTY shall pay the fine on the Airports’ or Port’s behalf. In addition, SECOND PARTY agrees to pay and/or reimburse to COUNTY for all costs and expenses, including but not limited to, costs of administrative proceedings, court costs, and attorneys’ fees incurred by COUNTY in defending itself related to the fines or civil penalties caused by SECOND PARTY and in enforcing this provision.

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5.8 SECOND PARTY, its employees, agents, and subcontractors shall maintain the

confidentiality of all Sensitive Security Information (“SSI”) including but not limited to, post orders, staffing levels, and patrol frequency and safeguard these and any other SSI in accordance with applicable regulations and policies. SECOND PARTY shall ensure that all employees execute non-disclosure agreements.

5.9 Disincentive Charges. One of COUNTY’s primary goals in entering this

Agreement is to ensure that service provided to the Airports and the Port is of the

highest standards. COUNTY will thus suffer damage if SECOND PARTY fails to

meet these standards and its obligations under this Agreement, and that, due to

the nature of certain breaches, the actual damage to COUNTY would be

impractical or difficult to remedy.

(a) In addition to all other remedies available under this Agreement

commencing on the first (1st) day of the _________ month after the

Commencement Date, SECOND PARTY shall be subject to the

disincentive charges set forth in Section subparagraph (b) below, if

SECOND PARTY does not meet or satisfy the performance standards

specified in subparagraph (b) below. COUNTY’s actual damages if

SECOND PARTY fails to meet or satisfy the performance standards would

be impractical or difficult to determine. Thus, the amounts set forth in

subsection (b) below are the Parties’ reasonable estimate of COUNTY’s

damages in the event of such failure. COUNTY’s acceptance of a

disincentive payment, as a result of a Performance Standard Breach, will

not prevent COUNTY from exercising any other right or remedy for default

available to COUNTY under this Agreement, or under the at law or in

equity.

(b) Performance Standard Breaches. The following specified breaches are

"Performance Standard Breaches." SECOND PARTY shall pay to

COUNTY the amount specified below as a disincentive charge for the

applicable breach.

(i) NO SHOWS. Failure of SECOND PARTY’s employees, including

but not limited to security officers, to appear for duty at the place of

performance, with a fine of three times the base hourly rate for

each employee who fails to appear multiplied by the duration time

the employees were supposed to be on duty.

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(ii) TARDINESS. Failure of SECOND PARTY’s employees, including

but not limited to security officers, to appear on time, with a fine of

three times the base hourly rate for each employee who fails to

appear multiplied by the duration time the employees were tardy.

5.10 Procedure for Determining a Performance Standard Breach. Except as

otherwise provided for under this Agreement, the determination as to

whether performance standards have been met is at the reasonable

discretion of the Airports and the Port, as applicable.

(a) Upon determining the existence of a Performance Standard Breach,

the Airports and the Port, as applicable, shall issue a written notice

to SECOND PARTY of the occurrence of the breach and

COUNTY’s claim for disincentive payment.

(b) The notice of Performance Standard Breach will become final

unless, no later than ten (10) days after SECOND PARTY receives

the notice of Performance Standard Breach, SECOND PARTY

provides the Airports and the Port, as applicable, with a written

statement from SECOND PARTY, accompanied by SECOND

PARTY’s evidence that the breach did not occur. The Airports and

the Port, as applicable, shall review that evidence and determine, in

his or her reasonable discretion, whether SECOND PARTY has

demonstrated that the breach did not occur.

(c) The Airports and the Port, as applicable, shall review SECOND

PARTY's evidence as soon as reasonably possible after timely

receipt of the evidence.

(d) The Airports and the Port, as applicable, shall render a decision

sustaining or reversing the determination that a breach occurred

and the claim for disincentive payment. A written notice of that

decision will be delivered to SECOND PARTY.

(e) If the written evidence is not received by the Airports and the Port,

as applicable, within ten (10) days of the date of the notice of

Performance Standard Breach, the determination is final and the

applicable disincentive charges is immediately due and payable.

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ARTICLE 6 OFFICE SPACE COUNTY will provide designated office space at the Airports and the Port to include water, sewer, electric and janitorial services.

ARTICLE 7

COMPENSATION 7.1 Maximum Amount Not-To-Exceed Compensation COUNTY agrees to pay SECOND PARTY, as compensation for performance of

all services for both the Airports and the Port as related to Exhibit "A," required under the terms of this Agreement, the hourly costs as described in this Section up to a maximum amount not-to-exceed of ____________________________________ Dollars ($_____________________) per year for Security Officer Services. The method of compensation shall be that of "maximum amount not-to-exceed," which means SECOND PARTY shall perform all services set forth herein for total compensation in the amount of or less than that stated above. The total hourly rates payable by COUNTY for each of SECOND PARTY's employee categories shall be shown on Exhibit "B.”

7.1.1 Overtime Charges – New Site Assignments or Additional Shifts. COUNTY

will make an effort to give SECOND PARTY at least 48-hours' notice of any new site assignment or additional shift requirements. If the operational needs of the Airports or Port result in less than forty-eight (48) hours' notice being given for any additional shift requirements or new site assignment, then the Airports or Port shall pay SECOND PARTY overtime at the “Overtime Rate” set forth on Exhibit “B”, for the first forty-eight (48) hours of any new site assignment or additional shift requirement; provided that such coverage is made available by SECOND PARTY within the later to occur (“Response Time”): twelve (12) hours of the request by the Contract Administrator, or the time specified by the using agency Contract Administrator. Any delay in providing such coverage by SECOND PARTY beyond the Response Time shall reduce the overtime charges on an hour-for-hour basis. The Airports and the Port assignments are the assignments that are currently in effect for COUNTY as of the commencement of this Agreement and such assignments shall not constitute new assignments or additional shifts.

7.1.2 Overtime Charges – Shifts that are Less than Eight (8) Hours. If the

Airports or Port require SECOND PARTY to provide security services for

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less than eight (8) hour shift in a 24-hour period, then upon receipt of any such request from the Airports or Port, SECOND PARTY shall review its ability to provide such service without using security officers on their days off or past their regular tours of duty. If SECOND PARTY determines that it is unable to provide the requested services unless it uses security officers on their days off or past their regular tours of duty, SECOND PARTY shall give the Airports or Port written notice to that effect within forty-eight (48) hours of the request and the Airports or Port shall pay overtime for the services requested, at the Overtime Rate. If SECOND PARTY shall fail to provide such notice within the aforesaid time period, no overtime may be charged by SECOND PARTY for the services. There shall be no overtime charged for any shift that is eight (8) or more hours in duration in any 24-hour period.

7.2 METHOD OF BILLING AND PAYMENT

7.2.1 SECOND PARTY may submit invoices for compensation to COUNTY no more often than on a bi-weekly basis, but only after the services for which the invoices are submitted have been completed. An original invoice plus one copy are due within fifteen (15) days of the end of the month except the final invoice which must be received no later than sixty (60) days after this Agreement expires. Invoices shall designate the nature of the services performed. SECOND PARTY shall submit with each invoice a Certification of Payments to Subcontractors and Suppliers (Exhibit "E"). The certification shall be accompanied by a copy of the notification sent to each subcontractor and supplier listed in item 2 of the form, explaining the good cause why payment has not been made.

7.2.2 COUNTY shall pay SECOND PARTY within thirty (30) calendar days of

receipt of SECOND PARTY's proper invoice, as required by the "Broward County Prompt Payment Ordinance" Section 1-51.6, Broward County Code of Ordinances. To be deemed proper, all invoices must comply with the requirements set forth in this Agreement and must be submitted on the form and pursuant to instructions prescribed by the Contract Administrator. Payment may be withheld for failure of SECOND PARTY to comply with a term, condition, or requirement of this Agreement.

7.2.3 SECOND PARTY shall pay its CBE subcontractors and suppliers, within

fifteen (15) days following receipt of payment from COUNTY for such subcontracted work and pay all other subcontractors and suppliers within thirty (30) days following receipt of payment from COUNTY for such subcontracted work or supplies. If SECOND PARTY withholds an amount from CBE subcontractors or suppliers as retainage, such retainage shall be released and paid within fifteen (15) days following receipt of payment of retained amounts from COUNTY. For all other subcontractors or

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suppliers, if SECOND PARTY withholds an amount as retainage, such retainage shall be released and paid within thirty (30) days following receipt of payment of retained amounts from COUNTY.

7.3 Notwithstanding any provision of this Agreement to the contrary, COUNTY may

withhold, in whole or in part, payment to the extent necessary to protect itself from loss on account of inadequate or defective work which has not been remedied or resolved in a manner satisfactory to the Contract Administrator or failure to comply with this Agreement. The amount withheld shall not be subject to payment of interest by COUNTY.

7.4 Payment shall be made to SECOND PARTY at:

__________________________ __________________________ __________________________

7.5 The services to be provided by SECOND PARTY under the terms of this

Agreement shall not be performed by anyone other than SECOND PARTY approved CBE subcontractor unless the prior written approval from the Aviation Department or the Port Department is given. SECOND PARTY shall require all approved subcontractors to keep such records and accounts as may be necessary in order to provide correct entries as to personnel hours and all other amounts charged to SECOND PARTY. SECOND PARTY shall require the sub-contractors to keep all of their books and records of personnel hours and all amounts charged to SECOND PARTY for a period of three (3) years following the end of each period covered by this Agreement and to make same available at SECOND PARTY’s Broward County offices, at all reasonable times, for examina-tion and audit by COUNTY. COUNTY shall have the right, through its representatives, and at all reasonable times, to inspect and audit any and all books and records.

7.6 SECOND PARTY shall receive written notification from the Airports and the Port

when required to supply security officers to respond to an AVSEC Level or Surge Related Incidents. Upon receipt of such notification SECOND PARTY shall immediately contact the Contract Administrator to discuss implementation procedures and staffing requirements.

ARTICLE 8

OPERATIONAL STANDARDS 8.1 The performance of the services required under this Agreement shall at all times

be under the supervision and direction of an active, qualified competent local project manager, and such other staff as may be necessary to act in the absence

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of the project manager, who shall at all times be subject to the direction and control of SECOND PARTY. A project manager shall be assigned to the Airports and the Port, at SECOND PARTY's expense, and shall be available during normal business hours or other hours as designated by the Airports and the Port.

8.2 SECOND PARTY shall at all times retain qualified, competent, and experienced

employees at the Airport and Port to meet the requirement outlined in Exhibit “A”. SECOND PARTY's employees shall be clean, courteous, efficient, and neat in appearance. SECOND PARTY shall not employ any person or persons in or about the premises who shall use improper language, or act in a loud, boisterous or otherwise improper manner. The Aviation Department and Port Department shall be the sole judge on the question as to whether the conduct of SECOND PARTY's representatives is objectionable, and if so judged, SECOND PARTY shall take all steps necessary to eliminate the conditions which have occasioned such judgment.

8.3 SECOND PARTY agrees that its employees shall be of sufficient number so as

to properly perform the services required under this Agreement. If so directed by the Aviation Department or Port Department, SECOND PARTY shall provide for addition or reduction of employees, provided however, SECOND PARTY shall be paid only for the costs of the employees actually working at the Airports and the Port. SECOND PARTY shall provide its employees with uniforms and credentials which shall be subject to approval by the Aviation Department and Port Department. All employees shall be required to wear the appropriate approved uniforms and site specific credentials provided by SECOND PARTY at all times when on duty.

8.4 SECOND PARTY shall immediately remove and keep removed from the Airports

and the Port premises any employee who participates in illegal acts, who violates Airport or Port rules and regulations, or the provisions of this Agreement, or who, in the opinion of SECOND PARTY, the Aviation Department, or the Port Department is otherwise detrimental to the public interest at the Airports or Port.

8.5 In the event that a defalcation, theft, fraud or embezzlement or suspicion of same

occurs or violation of 49 CFR 1542, it is SECOND PARTY’s responsibility to immediately notify the Aviation Department or Port Department of the incident or suspected incident. SECOND PARTY also agrees to provide full disclosure including, but not limited to, copies of police reports of investigation, reports to bonding company, bonding company's findings, claims filed with crimes insurance carrier, and reports of any action taken against an employee. It must be SECOND PARTY's policy to prosecute any employee found to be involved in theft, fraud, embezzlement or any similar activity. All employees of SECOND PARTY must sign a pre-employment statement stating they are aware they will be investigated and prosecuted to the fullest extent of the law for any theft, fraud, embezzlement or similar activity.

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8.6 SECOND PARTY shall provide periodic reports, including, but not limited to,

training reports, safety training, and other reports which the Aviation Department or Port Department may request.

8.7 At the Aviation Department's or Port Department’s request, SECOND PARTY

shall meet with the Aviation Department or Port Department to review any complaints or concerns and to promptly correct any deficiencies regarding operations under this Agreement. The Aviation Department's and Port Department’s determination as to quality of operation or services shall be conclusive and curative measures shall be implemented by SECOND PARTY as expeditiously as possible.

8.8 Within sixty (60) days of execution of this agreement SECOND PARTY and the

Contract Administrator will develop a Hurricane Response Plan in conjunction with the Airports, the Port, and the SHERIFF’s Office. The Plan must address the sourcing of additional or replacement security officers from outside the South Florida geographic area to backfill the employees of SECOND PARTY affected by a storm.

ARTICLE 9

INDEMNIFICATION

SECOND PARTY shall at all times hereafter indemnify, hold harmless and defend COUNTY and all of COUNTY's current and former officers, agents, servants, and employees (collectively, "Indemnified Party") from and against any and all causes of action, demands, claims, losses, liabilities and expenditures of any kind, including attorneys' fees, court costs, and expenses (collectively, a "Claim"), raised or asserted by any person or entity not a party to this Agreement, which Claim is caused or alleged to be caused, in whole or in part, by any intentional, reckless or negligent act or omission of SECOND PARTY, its current or former officers, employees, agents, or servants, arising from, relating to, or in connection with this Agreement. In the event any Claim is brought against an Indemnified Party, SECOND PARTY shall, upon written notice from COUNTY, defend each Indemnified Party against each such Claim by counsel satisfactory to COUNTY or, at COUNTY's option, pay for an attorney selected by County Attorney to defend the Indemnified Party. The obligations of this section shall survive the expiration or earlier termination of this Agreement. To the extent considered necessary by the Contract Administrator and the County Attorney, any sums due SECOND PARTY under this Agreement may be retained by COUNTY until all of COUNTY's claims for indemnification pursuant to this Agreement have been settled or otherwise resolved. Any amount withheld shall not be subject to payment of interest by COUNTY.

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ARTICLE 10

INSURANCE

10.1 SECOND PARTY shall maintain at its sole expense, at all times during the term

of this Agreement, at least the minimum insurance coverage designated in Exhibit “F" in accordance with the terms and conditions stated in this Article.

10.2 Such policies shall be issued by companies authorized to do business in the

State of Florida, with a minimum AM Best financial rating of A-. Coverage shall be provided on forms no more restrictive than the latest edition of the applicable form filed by the Insurance Services Office. SECOND PARTY shall name Broward County as an additional insured under the primary and non-contributory Commercial General Liability policy, Business Automobile Liability policy as well as on any Excess Liability policy. The official title of the Certificate Holder is Broward County. This official title shall be used in all insurance documentation.

10.3 Within fifteen (15) days of notification of award, SECOND PARTY shall provide to

COUNTY proof of insurance in the form of Certificate(s) of Insurance and applicable endorsements, Declaration pages, or insurance policies evidencing all insurance required by this Article. COUNTY reserves the right to obtain a certified copy of any policies required by the Article upon request. Coverage is not to cease and is to remain in force until COUNTY determines all performance required of SECOND PARTY is completed. For Professional Liability Insurance, coverage shall remain in force for two (2) years after the completion of services unless a different time period is stated in Exhibit "F." COUNTY shall be notified of any restriction or cancellation of coverage within thirty (30) days. If any of the insurance coverage will expire prior to the completion of the work, proof of insurance renewal shall be provided to COUNTY upon expiration.

10.4 COUNTY reserves the right to review and revise any insurance requirements at

the time of renewal or amendment of this Agreement, including, but not limited to, deductibles, limits, coverage, and endorsements.

10.5 If SECOND PARTY uses a subconsultant or subcontractor, SECOND PARTY

shall ensure that each subconsultant or subcontractor names "Broward County" as an additional insured under the subconsultant's or subcontractor's Commercial General Liability, Business Automobile Liability, and Excess/Umbrella policies.

10.6 Commercial Liability Insurance. The Commercial Liability Insurance policy

shall include the following:

(a) Premises and/or operations;

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(b) Independent contractors;

(c) Products and/or completed operations for contracts;

(d) Broad Form Contractual Coverage applicable to this Agreement, including any hold harmless and/or indemnification provision; and

(e) Personal injury coverage with employee and contractual exclusions removed, with minimum limits of coverage equal to those required for Bodily Injury Liability and Property Damage Liability.

10.7 Workers’ Compensation Insurance. Workers’ Compensation Insurance shall apply for all employees in compliance with Chapter 440, Florida Statutes, the “Workers’ Compensation Law” of the State of Florida, and all applicable Federal laws. In the event this requirement is not applicable to SECOND PARTY, SECOND PARTY shall submit in writing on company letterhead, the basis for its exemption.

10.8 Business Automobile Liability. Business Automobile Liability is required if an

automobile is used in the performance of services under this Agreement. Coverage, and if required, Business Automobile Liability shall include:

(a) Owned vehicles, if applicable;

(b) Hired and Non-Owned Vehicles, if applicable; and

(c) Employers’ Non-Ownership, if applicable. 10.9 If any operations are to be undertaken on or about navigable waters, coverage

must be included for the U.S. Longshore & Harbor Workers Act and Jones Act.

ARTICLE 11

TERMINATION

11.1 This Agreement may be terminated for cause by the aggrieved party if the party in breach has not corrected the breach within ten (10) days after receipt of written notice from the aggrieved party identifying the breach. This Agreement may also be terminated for convenience by the Board. Termination for convenience by the Board shall be effective on the termination date stated in written notice provided by COUNTY, which termination date shall be not less than thirty (30) days after

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the date of such written notice. This Agreement may also be terminated by the County Administrator upon such notice as the County Administrator deems appropriate under the circumstances in the event the County Administrator determines that termination is necessary to protect the public health, safety, or welfare. If COUNTY erroneously, improperly, or unjustifiably terminates for cause, such termination shall, at COUNTY's sole election, be deemed a termination for convenience, which shall be effective thirty (30) days after such notice of termination for cause is provided.

11.2 This Agreement may be terminated for cause for reasons including, but not

limited to, SECOND PARTY's repeated (whether negligent or intentional)

submission for payment of false or incorrect bills or invoices, failure to suitably

perform the work, or failure to continuously perform the work in a manner

calculated to meet or accomplish the objectives as set forth in this Agreement.

The Agreement may also be terminated for cause if SECOND PARTY is placed

on the Scrutinized Companies with Activities in Sudan List or the Scrutinized

Companies with Activities in the Iran Petroleum Energy Sector List created

pursuant to Section 215.473, Florida Statutes, or if SECOND PARTY provides a

false certification submitted pursuant to Section 287.135, Florida Statutes. This

Agreement may also be terminated by the Board:

11.2.1 Upon the disqualification of SECOND PARTY as a CBE by COUNTY's Director of Office of Economic and Small Business Development ("OESBD") if SECOND PARTY's status as a CBE was a factor in the award of this Agreement and such status was misrepresented by SECOND PARTY; 11.2.2 Upon the disqualification of SECOND PARTY by COUNTY's Director of OESBD due to fraud, misrepresentation, or material misstatement by SECOND PARTY in the course of obtaining this Agreement or attempting to meet the CBE contractual obligations; 11.2.3 Upon the disqualification of one or more of SECOND PARTY's CBE participants by COUNTY's Director of the OESBD if any such participant's status as a CBE firm was a factor in the award of this Agreement and such status was misrepresented by SECOND PARTY or such participant; 11.2.4 Upon the disqualification of one or more of SECOND PARTY's CBE participants by COUNTY's Director of the OESBD if such CBE participant attempted to meet its CBE contractual obligations through fraud, misrepresentation, or material misstatement; or

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11.2.5 If SECOND PARTY is determined by COUNTY's Director of the OESBD to have been knowingly involved in any fraud, misrepresentation, or material misstatement concerning the CBE status of its disqualified CBE participant.

11.3 Notice of termination shall be provided in accordance with the “NOTICES"

section of this Agreement except that notice of termination by the County

Administrator, which the County Administrator deems necessary to protect the

public health, safety, or welfare may be verbal notice that shall be promptly

confirmed in writing in accordance with the "NOTICES" section of this

Agreement.

11.4 In the event this Agreement is terminated for convenience by COUNTY,

SECOND PARTY shall be paid for any services properly performed under the

Agreement through the termination date specified in the written notice of

termination. SECOND PARTY acknowledges that it has received good, valuable

and sufficient consideration from COUNTY, the receipt and adequacy of which

are, hereby acknowledged by SECOND PARTY, for COUNTY's right to terminate

this Agreement for convenience.

11.5 In the event this Agreement is terminated for any reason, any amounts due

SECOND PARTY shall be withheld by COUNTY until all documents are provided

to COUNTY pursuant to this Agreement.

ARTICLE 12

EEO and CBE COMPLIANCE 12.1 No party to this Agreement may discriminate on the basis of race, color, sex,

religion, national origin, disability, age, marital status, political affiliation, sexual orientation, pregnancy, or gender identity and expression in the performance of this Agreement. SECOND PARTY shall comply with all applicable requirements of the Broward County Business Enterprise ("CBE") Program in the award and administration of this Agreement. Failure by SECOND PARTY to carry out any of these requirements shall constitute a material breach of this Agreement, which shall permit COUNTY, to terminate this Agreement or to exercise any other remedy provided under this Agreement, or under the Broward County Code of

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Ordinances, or under the Broward County Administrative Code, or under applicable law, with all of such remedies being cumulative.

SECOND PARTY shall include the foregoing or similar language in its contracts with any subcontractors or subconsultants, except that any project assisted by the U.S. Department of Transportation funds shall comply with the non-discrimination requirements in 49 C.F.R. Parts 23 and 26. Failure to comply with the foregoing requirements is a material breach of this Agreement, which may result in the termination of this Agreement or such other remedy as COUNTY deems appropriate.

SECOND PARTY shall not unlawfully discriminate against any person in its operations and activities or in its use or expenditure of funds in fulfilling its obligations under this Agreement and shall not otherwise unlawfully discriminate in violation of Chapter 16½, Broward County Code of Ordinances. SECOND PARTY shall affirmatively comply with all applicable provisions of the Americans with Disabilities Act (ADA) in the course of providing any services funded by COUNTY, including Titles I and II of the ADA (regarding nondiscrimination on the basis of disability), and all applicable regulations, guidelines, and standards. In addition, SECOND PARTY shall take affirmative steps to prevent discrimination in employment against disabled persons.

By execution of this Agreement, SECOND PARTY represents that it has not been placed on the discriminatory vendor list as provided in Section 287.134, Florida Statutes. COUNTY hereby materially relies on such representation in entering into this Agreement. An untrue representation of the foregoing shall entitle COUNTY to terminate this Agreement and recover from SECOND PARTY all monies paid by COUNTY pursuant to this Agreement, and may result in debarment from COUNTY's competitive procurement activities.

12.2 The CBE Program, which is implemented under the Broward County Business

Opportunity Act of 2012 Section 1-81, Broward County Code of Ordinances, referred to as the "Act," provides for the establishment and implementation of CBE participation goals, initiatives, and other opportunities for COUNTY contracts. In completing this Project, SECOND PARTY shall comply with all applicable requirements of the CBE Program in the award and administration of the Agreement. SECOND PARTY acknowledges that the Broward County Board of County Commissioners, acting by and through the Director of the Broward County Office of Economic and Small Business Development, may make minor administrative modifications to the CBE Program which shall become applicable to this Agreement if the administrative modifications are not unreasonable. Written notice of any such modification shall be provided to SECOND PARTY and shall include a deadline for SECOND PARTY to notify COUNTY if SECOND PARTY concludes that the modification exceeds the authority of this section of this Agreement. Failure of SECOND PARTY to timely notify COUNTY of its

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conclusion that the modification exceeds such authority shall be deemed acceptance of the modification by SECOND PARTY. COUNTY shall have the right to review each proposed amendment, extension, modification, or change order to this Agreement that, by itself or aggregated with previous amendments, extensions, modifications, or change orders increases the initial Agreement price by ten percent (10%) for opportunities to include or increase the participation of CBE firms already involved in this Agreement. SECOND PARTY shall make a good faith effort to include CBE firms in work resulting from any such amendment, extension, modification, or change order and shall report such efforts, along with evidence thereof, to the Office of Economic and Small Business Development.

12.3 The Parties acknowledge that subcontract awards to CBE firms are crucial to the

achievement of the Project's CBE participation goal. SECOND PARTY understands that each CBE firm utilized on the Project to meet the participation goal must be certified by the Broward County Office of Economic and Small Business Development. In an effort to assist COUNTY in achieving its established goal for this Project, SECOND PARTY will meet the following CBE participation goal by utilizing the CBE firms for the work and the percentage of work amounts described in Section 12.4:

Total CBE Goal %

SECOND PARTY may not terminate for convenience a CBE firm listed as a subcontractor in the SECOND PARTY'S bid or offer without county's prior written consent, which consent shall not be unreasonably withheld. SECOND PARTY shall inform COUNTY immediately when a CBE firm is not able to perform or if SECOND PARTY believes the CBE firm should be replaced for any other reason, so that the Office of Economic and Small Business Development may review and verify the good faith efforts of SECOND PARTY to substitute the CBE firm with another CBE firm. Whenever a CBE firm is terminated for any reason, including cause, SECOND PARTY shall with notice to and concurrence of the Broward County Office of Economic and Small Business Development, substitute another CBE firm in order to meet the level of CBE participation provided herein. Such substitution shall not be required in the event the termination results from COUNTY changing the Scope of Work hereunder and there is no available CBE to perform the new Scope of Work.

12.4 In performing services for this Project, the Parties hereby incorporate SECOND

PARTY's participating CBE firms, addresses, scope of work, and the percentage of work amounts identified on each Letter of Intent into this Agreement (Exhibit "D"). Upon execution of this Agreement by COUNTY, SECOND PARTY shall enter into a formal contract with the CBE firms SECOND PARTY selected to fulfill the CBE participation goal for this Agreement and shall provide copies of its

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contracts with such firms to the Contract Administrator and the Broward County Office of Economic and Small Business Development.

12.5 SECOND PARTY shall allow COUNTY to engage in on-site reviews to monitor

SECOND PARTY's progress in achieving and maintaining its contractual and CBE Program obligations. Such review and monitoring shall be by the Contract Administrator in conjunction with the Broward County Office of Economic and Small Business Development. COUNTY shall have access, without limitation, to SECOND PARTY's books and records, including payroll records, tax returns and records, and books of account, on five (5) business days' notice, to allow COUNTY to determine SECOND PARTY's compliance with its commitment to the CBE participation goal and the status of any CBE firm performing any portion of this Agreement.

12.6 SECOND PARTY understands that it is the responsibility of the Contract

Administrator and the Broward County Office of Economic and Small Business Development to monitor compliance with the CBE requirements. In that regard, SECOND PARTY shall report monthly regarding compliance with its CBE obligations in accordance with Section 7.2 of this Agreement.

12.7 In the event of SECOND PARTY's noncompliance with its participation commitment to a CBE firm (including without limitation the unexcused reduction of the CBE firm's participation), the affected CBE firm shall have the right to the following remedies if the noncompliance is or was alleged to be due to no fault of the CBE firm, and alleged to be due to the willful action or omission of SECOND PARTY: 12.7.1 The affected CBE firm shall be entitled to damages pursuant to its

agreement with SECOND PARTY.

12.7.2 If the CBE firm has the right to arbitrate and institutes arbitration proceedings claiming non-compliance with the Act by SECOND PARTY, then the CBE firm may submit the dispute to arbitration. However, arbitration shall not be available as to any dispute between SECOND PARTY and COUNTY; nor shall COUNTY incur any cost, fee, or liability relative to any arbitration proceeding.

12.7.3 Nothing under this Section 12.7 shall be construed to limit the rights of and remedies available to COUNTY, including the right to seek its own damages pursuant to this Agreement.

12.8 Nonpayment of a CBE subcontractor or supplier as required by Subsection 7.2.3

of this Agreement shall be a material breach of this Agreement and COUNTY's Contract Administrator may, at its option, increase allowable retainage or withhold progress payments unless and until SECOND PARTY demonstrates

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timely payments of sums due to such subcontractors or suppliers. SECOND PARTY acknowledges that the presence of a "pay when paid" provision in its contract with a CBE firm shall not preclude COUNTY or its representatives from inquiring into allegations of nonpayment. The foregoing remedies under this Section 8.8 shall not be employed when SECOND PARTY demonstrates that failure to pay results from a bona fide dispute with its CBE subcontractor or supplier.

12.9 If SECOND PARTY fails to comply with the requirements of this Agreement, or the requirements of the Broward County Business Opportunity Act of 2012, COUNTY shall have the right to exercise any administrative remedies provided by the Broward County Business Opportunity Act of 2012, or any other right or remedy provided in the Administrative Procedures of the Office of Economic and Small Business Development, this Agreement, or under applicable law, with all such rights and remedies being cumulative.

ARTICLE 13

SECURITY 13.1 Airport Security Program and Regulations:

SECOND PARTY agrees to observe all security requirements and other requirements of the Federal Aviation Regulations applicable to SECOND PARTY, including without limitation, all regulations of the United States Department of Transportation, the Federal Aviation Administration and the Transportation Security Administration. SECOND PARTY also agrees to comply with COUNTY's Airport Security Program and the Air Operations Area (AOA) Vehicle Access Program, and any amendments thereto, and to comply with such other rules and regulations as may be reasonably prescribed by COUNTY, and to take such steps as may be necessary or directed by COUNTY to insure that subconsultant’s/subcontractors, employees, invitees and guests of SECOND PARTY observe these requirements. If required by the Aviation Department, SECOND PARTY shall conduct background checks of its employees in accordance with applicable Federal Regulations. If as a result of the acts or omissions of SECOND PARTY, its subconsultant’s/subcontractors, employees, invitees or guests, COUNTY incurs any fines and/or penalties imposed by any governmental agency, including without limitation, the United States Department of Transportation, the Federal Aviation Administration or the Transportation Security Administration, or any expense in enforcing any Federal regulations, including without limitation, airport security regulations, or the rules or regulations of COUNTY, and/or any expense in enforcing COUNTY's Airport Security Program, then SECOND PARTY agrees to pay and/or reimburse to COUNTY all such costs and expenses, including all costs of administrative proceedings, court costs, and attorney's fees and all costs incurred by COUNTY in enforcing this

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provision. SECOND PARTY further agrees to rectify any security deficiency or other deficiency as may be determined as such by COUNTY or the United States Department of Transportation, Federal Aviation Administration, the Transportation Security Administration, or any other Federal agency with jurisdiction. In the event SECOND PARTY fails to remedy any such deficiency, COUNTY may do so at the sole cost and expense of SECOND PARTY. COUNTY reserves the right to take whatever action is necessary to rectify any security deficiency or other deficiency.

(a) Access to Security Identification Display Areas and Identification Media.

SECOND PARTY shall be responsible for requesting the Aviation Department to issue Airport Issued Identification Media to all employees who are authorized access to Security Identification Display Areas ("SIDA") on the Airport, as designated in the Airport Security Program. In addition, SECOND PARTY shall be responsible for the immediate reporting of all lost or stolen Airport Issued Identification Media and the immediate return of the media of SECOND PARTY's personnel transferred from the Airport, or terminated from the employ with SECOND PARTY, or upon termination of this Agreement. Before an Airport Issued Identification Media is issued to an employee, SECOND PARTY shall comply with the requirements of applicable Federal regulations with regard to fingerprinting for criminal history record checks and security threat assessments, and shall require that each employee complete security training programs conducted by the Aviation Department. SECOND PARTY shall pay or cause to be paid to the Aviation Department such charges as may be established from time to time for lost or stolen Airport Issued Identification Media and those not returned to the Aviation Department in accordance with these provisions. The Aviation Department shall have the right to require SECOND PARTY to conduct background investigations and to furnish certain data on such employees before the issuance of Airport Issued Identification Media, which data may include the fingerprinting of employee applicants for such media.

(b) Operation of Vehicles on the AOA: Before SECOND PARTY shall permit

any employee of SECOND PARTY or of any subconsultant/subcontractor to operate a motor vehicle of any kind or type on the AOA (and unless escorted by an Aviation Department approved escort), SECOND PARTY shall ensure that all such vehicle operators possess current, valid, and appropriate Florida driver's licenses. In addition, any motor vehicles and equipment of SECOND PARTY or of any subconsultant/subcontractor operating on the AOA must have an appropriate vehicle identification permit issued by the Aviation Department, which identification must be displayed as required by the Aviation Department.

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(c) Consent to Search/Inspection: SECOND PARTY agrees that its vehicles, cargo, goods and other personal property are subject to being inspected and searched when attempting to enter or leave and while on the AOA. SECOND PARTY further agrees on behalf of itself and its subconsultant/subcontractors, that it shall not authorize any employee or other person to enter the AOA unless and until such employee or other person has executed a written consent-to-search/inspection form acceptable to the Aviation Department. SECOND PARTY acknowledges and understands that the foregoing requirements are for the protection of users of the Airport and are intended to reduce incidents of cargo tampering, aircraft sabotage, thefts and other unlawful activities at the Airport. For this reason, SECOND PARTY agrees that persons not executing such consent-to-search/inspection form shall not be employed by SECOND PARTY or by any subconsultant/subcontractor at the Airport in any position requiring access to the AOA or allowed entry to the AOA by SECOND PARTY or by any subconsultant/subcontractor.

(d) SECOND PARTY understands and agrees that if any of its employees, or

the employees of any of its subconsultant’s/subcontractors, are required in the course of the work to be performed under this Agreement to access or otherwise be in contact with Sensitive Security Information (“SSI”) as defined and construed under Federal law, that individual will be required to execute a Sensitive Security Information Non-Disclosure Agreement promulgated by the Aviation Department.

(e) The provisions hereof shall survive the expiration or any other termination

of this Agreement.

13.2 Seaport Security.

13.2.1 SECOND PARTY, at its sole cost, shall comply with Section 311.12, F.S., and all requirements related to the Transportation Worker Identification Credential (“TWIC”) as same may be amended from time to time, relating to security regulations for ports, and shall obtain all necessary security clearances, including criminal background checks for SECOND PARTY’s employees, contractors, or subcontractors, that may be required pursuant to COUNTY’s security plan for the Port, prior to their assignment to a post at the Port.

13.2.2 In addition, SECOND PARTY and COUNTY acknowledge that security measures at Port Everglades may be increased and that such efforts will likely impact SECOND PARTY. In this regard, SECOND PARTY agrees to cooperate with COUNTY's efforts to increase security and agrees to comply with all security rules and regulations, whether imposed by federal agencies, including but not limited to the United States Customs and Border Protection, the United States

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Coast Guard, the State of Florida, or COUNTY. SECOND PARTY at its sole cost, shall be responsible for complying with all security-related measures that impact SECOND PARTY and/or its employees, representatives, contractors, guests and invitees.

ARTICLE 14

MISCELLANEOUS

14.1 RIGHTS IN DOCUMENTS AND WORK

Any and all reports, photographs, surveys, and other data and documents provided or created in connection with this Agreement are and shall remain the property of COUNTY, and, if a copyright is claimed, SECOND PARTY grants to COUNTY a non-exclusive license to use the copyrighted item(s) indefinitely, to prepare derivative works, and to make and distribute copies to the public. In the event of termination of this Agreement, any reports, photographs, surveys, and other data and documents prepared by SECOND PARTY, whether finished or unfinished, shall become the property of COUNTY and shall be delivered by SECOND PARTY to the Contract Administrator within seven (7) days of termination of this Agreement by either party. Any compensation due to SECOND PARTY shall be withheld until all documents are received as provided herein.

14.2 PUBLIC RECORDS

COUNTY is a public agency subject to Chapter 119, Florida Statutes. To the extent SECOND PARTY is a contractor acting on behalf of COUNTY pursuant to Section 119.0701, Florida Statutes, SECOND PARTY shall:

14.2.1 Keep and maintain public records that ordinarily and necessarily would be required to be kept and maintained by COUNTY if COUNTY were performing the services under this Agreement;

14.2.2 Provide the public with access to such public records on the same terms and conditions that COUNTY would provide the records and at a cost that does not exceed that provided in Chapter 119, Florida Statutes, or as otherwise provided by law;

14.2.3 Ensure that public records that are exempt or that are confidential and exempt from public record requirements are not disclosed except as authorized by law; and

14.2.4 Meet all requirements for retaining public records and transfer to COUNTY, at no cost, all public records in possession of SECOND PARTY

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upon termination of this Agreement and destroy any duplicate public records that are exempt or confidential and exempt. All records stored electronically must be provided to COUNTY in a format that is compatible with the information technology systems of COUNTY.

The failure of SECOND PARTY to comply with the provisions set forth in this Section shall constitute a default and breach of this Agreement and COUNTY shall enforce the default in accordance with the provisions set forth in Section 11.1.

14.3 AUDIT RIGHTS, AND RETENTION OF RECORDS

COUNTY shall have the right to audit the books, records, and accounts of SECOND PARTY and its subcontractors that are related to this Project. SECOND PARTY and its subcontractors shall keep such books, records, and accounts as may be necessary in order to record complete and correct entries related to the Project. All books, records, and accounts of SECOND PARTY and its subcontractors shall be kept in written form, or in a form capable of conversion into written form within a reasonable time, and upon request to do so, SECOND PARTY or its subcontractor, as applicable, shall make same available at no cost to COUNTY in written form.

SECOND PARTY and its subcontractors shall preserve and make available, at reasonable times for examination and audit by COUNTY, all financial records, supporting documents, statistical records, and any other documents pertinent to this Agreement for the required retention period of the Florida Public Records Act, Chapter 119, Florida Statutes, if applicable, or, if the Florida Public Records Act is not applicable, for a minimum period of three (3) years after termination of this Agreement. If any audit has been initiated and audit findings have not been resolved at the end of the retention period or three (3) years, whichever is longer, the books, records, and accounts shall be retained until resolution of the audit findings. Any incomplete or incorrect entry in such books, records, and accounts shall be a basis for COUNTY's disallowance and recovery of any payment upon such entry. SECOND PARTY shall ensure that the requirements of this Section 9.3 are included in all agreements with its subcontractor(s).

14.4 TRUTH-IN-NEGOTIATION REPRESENTATION

SECOND PARTY compensation under this Agreement is based upon representations supplied to COUNTY by SECOND PARTY, and SECOND PARTY certifies that the information supplied, including without limitation in the negotiation of this Agreement, is accurate, complete, and current at the time of

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contracting. COUNTY shall be entitled to recover any damages it incurs to the extent such representation is untrue.

14.5 PUBLIC ENTITY CRIME ACT

SECOND PARTY represents that the execution of this Agreement will not violate the Public Entity Crime Act, Section 287.133, Florida Statutes, which essentially provides that a person or affiliate who is a contractor, consultant, or other provider and who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid on a contract to provide any goods or services to COUNTY, may not submit a bid on a contract with COUNTY for the construction or repair of a public building or public work, may not submit bids on leases of real property to COUNTY, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with COUNTY, and may not transact any business with COUNTY in excess of the threshold amount provided in Section 287.017, Florida Statutes, for category two purchases for a period of thirty-six (36) months from the date of being placed on the convicted vendor list. Violation of this section shall result in termination of this Agreement and recovery of all monies paid by COUNTY pursuant to this Agreement, and may result in debarment from COUNTY's competitive procurement activities.

In addition to the foregoing, SECOND PARTY further represents that there has been no determination, based on an audit, that it committed an act defined by Section 287.133, Florida Statutes, as a “public entity crime” and that it has not been formally charged with committing an act defined as a "public entity crime" regardless of the amount of money involved or whether SECOND PARTY has been placed on the convicted vendor list.

14.6 INDEPENDENT CONTRACTOR

SECOND PARTY is an independent contractor under this Agreement. Services provided by SECOND PARTY pursuant to this Agreement shall be subject to the supervision of SECOND PARTY. In providing such services, neither SECOND PARTY nor its agents shall act as officers, employees, or agents of COUNTY. No partnership, joint venture, or other joint relationship is created hereby. COUNTY does not extend to SECOND PARTY or SECOND PARTY's agents any authority of any kind to bind COUNTY in any respect whatsoever.

14.7 THIRD PARTY BENEFICIARIES

Except as provided under Subsection 12.4 and Exhibit "D," neither SECOND PARTY nor COUNTY intends to directly or substantially benefit a third party by

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this Agreement. Therefore, the Parties acknowledge that there are no third party beneficiaries to this Agreement and that no third party shall be entitled to assert a right or claim against either of them based upon this Agreement.

14.8 NOTICES

Whenever either Party desires to give notice to the other, such notice must be in writing, sent by certified United States Mail, postage prepaid, return receipt requested, or sent by commercial express carrier with acknowledgement of delivery, or by hand delivery with a request for a written receipt of acknowledgment of delivery, addressed to the party for whom it is intended at the place last specified. The place for giving notice shall remain the same as set forth herein until changed in writing in the manner provided in this section. For the present, the Parties designate the following:

FOR COUNTY:

________________________ Governmental Center, Room ___ 115 South Andrews Avenue Fort Lauderdale, Florida 33301 Copies mailed to: PORT EVERGLADES Attn: Chief Executive/Port Director 1850 Eller Drive Fort Lauderdale, FL 33316 And Director of Aviation Broward County Aviation Department 2200 SW 45th St. Dania Beach, FL 33312

FOR SECOND PARTY: ________________________ ________________________ ________________________

14.9 ASSIGNMENT AND PERFORMANCE

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Neither this Agreement nor any right or interest herein shall be assigned, transferred, or encumbered without the written consent of the other Party. In addition, SECOND PARTY shall not subcontract any portion of the work required by this Agreement, except as provided in Subsection 12.4 and Exhibit "D". Notwithstanding the Termination provision of this Agreement, COUNTY may terminate this Agreement, effective immediately, if there is any assignment, or attempted assignment, transfer, or encumbrance, by SECOND PARTY of this Agreement or any right or interest herein without COUNTY's written consent. SECOND PARTY represents that each person who will render services pursuant to this Agreement is duly qualified to perform such services by all appropriate governmental authorities, where required, and that each such person is reasonably experienced and skilled in the area(s) for which he or she will render his or her services.

SECOND PARTY shall perform its duties, obligations, and services under this Agreement in a skillful and respectable manner. The quality of SECOND PARTY's performance and all interim and final product(s) provided to or on behalf of COUNTY shall be comparable to the best local and national standards.

14.10 CONFLICTS

Neither SECOND PARTY nor its employees shall have or hold any continuing or frequently recurring employment or contractual relationship that is substantially antagonistic or incompatible with SECOND PARTY's loyal and conscientious exercise of judgment and care related to its performance under this Agreement.

SECOND PARTY will ensure that it maintains separate employees, supervisors, and distinctive uniforms for contracts with other entities at the Airports or within the Port Jurisdictional Area. None of SECOND PARTY's officers or employees shall, during the term of this Agreement, serve as an expert witness against COUNTY in any legal or administrative proceeding in which he, she, or SECOND PARTY is not a party, unless compelled by court process. Further, such persons shall not give sworn testimony or issue a report or writing, as an expression of his or her expert opinion, which is adverse or prejudicial to the interests of COUNTY in connection with any such pending or threatened legal or administrative proceeding unless compelled by court process. The limitations of this section shall not preclude SECOND PARTY or any persons in any way from representing themselves, including giving expert testimony in support thereof, in any action or in any administrative or legal proceeding.

In the event SECOND PARTY is permitted pursuant to this Agreement to utilize subcontractors to perform any services required by this Agreement, SECOND

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PARTY shall require such subcontractors, by written contract, to comply with the provisions of this section to the same extent as SECOND PARTY.

14.11 MATERIALITY AND WAIVER OF BREACH

Each requirement, duty, and obligation set forth herein was bargained for at arm's-length and is agreed to by the Parties. Each requirement, duty, and obligation set forth herein is substantial and important to the formation of this Agreement, and each is, therefore, a material term hereof. COUNTY's failure to enforce any provision of this Agreement shall not be deemed a waiver of such provision or modification of this Agreement. A waiver of any breach of a provision of this Agreement shall not be deemed a waiver of any subsequent breach and shall not be construed to be a modification of the terms of this Agreement.

14.12 COMPLIANCE WITH LAWS

SECOND PARTY shall comply with all applicable federal, state, and local laws, codes, ordinances, rules, and regulations in performing its duties, responsibilities, and obligations pursuant to this Agreement.

14.13 SEVERANCE

In the event a portion of this Agreement is found by a court of competent jurisdiction to be invalid, the remaining provisions shall continue to be effective unless COUNTY or SECOND PARTY elects to terminate this Agreement. An election to terminate this Agreement based upon this provision shall be made within seven (7) days of final court action, including all available appeals.

14.14 JOINT PREPARATION

The Parties and their counsel have participated fully in the drafting of this Agreement and acknowledge that the preparation of this Agreement has been their joint effort. The language agreed to expresses their mutual intent and the resulting document shall not, solely as a matter of judicial construction, be construed more severely against one of the Parties than the other. The language in this Agreement shall be interpreted as to its fair meaning and not strictly for or against any party.

14.15 INTERPRETATION The headings contained in this Agreement are for reference purposes only and

shall not affect in any way the meaning or interpretation of this Agreement. All

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personal pronouns used in this Agreement shall include the other gender, and the singular shall include the plural, and vice versa, unless the context otherwise requires. Terms such as "herein," "hereof," "hereunder," and "hereinafter," refer to this Agreement as a whole and not to any particular sentence, paragraph, or section where they appear, unless the context otherwise requires. Whenever reference is made to a Section or Article of this Agreement, such reference is to the Section or Article as a whole, including all of the subsections of such Section, unless the reference is made to a particular subsection or subparagraph of such Section or Article.

14.16 PRIORITY OF PROVISIONS

If there is a conflict or inconsistency between any term, statement, requirement, or provision of any exhibit attached hereto, any document or events referred to herein, or any document incorporated into this Agreement by reference and a term, statement, requirement, or provision of Articles 1 through 14 of this Agreement, the term, statement, requirement, or provision contained in Articles 1 through 14 shall prevail and be given effect.

14.17 LAW, JURISDICTION, VENUE, WAIVER OF JURY TRIAL

This Agreement shall be interpreted and construed in accordance with and governed by the laws of the state of Florida. The Parties agree that the exclusive venue for any lawsuit arising from, related to, or in connection with this Agreement shall be in the state courts of the Seventeenth Judicial Circuit in and for Broward County, Florida. If any claim arising from, related to, or in connection with this Agreement must be litigated in federal court, the Parties agree that the exclusive venue for any such lawsuit shall be in the United States District Court or United States Bankruptcy Court for the Southern District of Florida. BY ENTERING INTO THIS AGREEMENT, SECOND PARTY AND COUNTY HEREBY EXPRESSLY WAIVE ANY RIGHTS EITHER PARTY MAY HAVE TO A TRIAL BY JURY OF ANY CIVIL LITIGATION RELATED TO THIS AGREEMENT. IF A PARTY FAILS TO WITHDRAW A REQUEST FOR A JURY TRIAL IN A LAWSUIT ARISING OUT OF THIS AGREEMENT AFTER WRITTEN NOTICE BY THE OTHER PARTY OF VIOLATION OF THIS SECTION, THE PARTY MAKING THE REQUEST FOR JURY TRIAL SHALL BE LIABLE FOR THE REASONABLE ATTORNEYS' FEES AND COSTS OF THE OTHER PARTY IN CONTESTING THE REQUEST FOR JURY TRIAL, AND SUCH AMOUNTS SHALL BE AWARDED BY THE COURT IN ADJUDICATING THE MOTION.

14.18 AMENDMENTS

The Parties may amend this Agreement to conform to changes in federal, state, or local laws, regulations, directives, and objectives. No modification, amendment, or alteration in the terms or conditions contained herein shall be

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effective unless contained in a written document prepared with the same or similar formality as this Agreement and executed by the Board and SECOND PARTY or others delegated authority to or otherwise authorized to execute same on their behalf.

14.19 PRIOR AGREEMENTS

This document represents the final and complete understanding of the Parties and incorporates or supersedes all prior negotiations, correspondence, conversations, agreements, and understandings applicable to the matters contained herein. There is no commitment, agreement, or understanding concerning the subject matter of this Agreement that is not contained in this written document. Accordingly, no deviation from the terms hereof shall be predicated upon any prior representation or agreement, whether oral or written.

14.20 PAYABLE INTEREST

14.20.1 Payment of Interest. Except as required by the Broward County Prompt Payment Ordinance, COUNTY shall not be liable for interest for any reason, whether as prejudgment interest or for any other purpose, and in furtherance thereof SECOND PARTY waives, rejects, disclaims and surrenders any and all entitlement it has or may have to receive interest in connection with a dispute or claim based on or related to this Agreement.

14.20.2 Rate of Interest. In any instance where the prohibition or limitations

of Section 14.21.1 are determined to be invalid or unenforceable, the annual rate of interest payable by COUNTY under this Agreement, whether as prejudgment interest or for any other purpose, shall be .025 percent simple interest (uncompounded).

14.22 INCORPORATION BY REFERENCE

The truth and accuracy of each "Whereas" clause set forth above is acknowledged by the Parties. The attached Exhibits A, B, C, D, E, F, Attachment I, and Attachment II are incorporated into and made a part of this Agreement.

14.23 REPRESENTATION OF AUTHORITY

Each individual executing this Agreement on behalf of a party hereto hereby represents and warrants that he or she is, on the date he or she signs this Agreement, duly authorized by all necessary and appropriate action to execute this Agreement on behalf of such party and does so with full legal authority.

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14.24 PREVAILING WAGE REQUIREMENT

If construction work in excess of Two Hundred Fifty Thousand Dollars ($250,000.00) is required of, or undertaken by, SECOND PARTY as a result of this Agreement, Section 26-5, Broward County Code of Ordinances, shall be deemed to apply to such construction work. SECOND PARTY shall fully comply with the requirements of such ordinance.

14.25 MULTIPLE ORIGINALS

Multiple copies of this Agreement may be executed by all Parties, each of which, bearing original signatures, shall have the force and effect of an original document.

14.26 DOMESTIC PARTNERSHIP REQUIREMENT

SECOND PARTY certifies and represents that it will comply with COUNTY's Domestic Partnership Act, Section 16½-157, Broward County Code of Ordinances, during the entire term of the Agreement. The failure of SECOND PARTY to comply shall be a material breach of the Agreement, entitling COUNTY to pursue any and all remedies provided under applicable law including, but not limited to (1) retaining all monies due or to become due SECOND PARTY until SECOND PARTY complies; (2) termination of the Agreement; (3) and suspension or debarment of SECOND PARTY from doing business with COUNTY.

14.27 DRUG-FREE WORKPLACE

It is a requirement of COUNTY that it enter into contracts only with firms that certify the establishment of a drug-free workplace in accordance with Chapter 21.31(a)(2) of the Broward County Procurement Code. Execution of this Agreement by SECOND PARTY shall serve as SECOND PARTY's required certification that it either has or that it will establish a drug-free workplace in accordance with Section 287.087, Florida Statutes, and Chapter 21.31(a)(2) of the Broward County Procurement Code.

14.28 LIVING WAGE REQUIREMENT

To the extent SECOND PARTY is a "covered employer" within the meaning of Section 26-102, Broward County Code of Ordinances, SECOND PARTY shall pay to all of its employees providing "covered services," as defined therein, a living wage as required by such ordinance, and SECOND PARTY shall fully comply with the requirements of such ordinance and shall satisfy, comply with, and complete all of the obligations set forth therein. SECOND PARTY shall be

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responsible for and shall ensure that all of its subcontractors that qualify as covered employers fully comply with the requirements of such ordinance and satisfy, comply with, and complete all of the obligations set forth therein.

14.29 WORFORCE INVESTMENT PROGRAM

This Agreement constitutes a "Covered Contract" under the Broward Workforce Investment Program, Broward County Administrative Code Section 19.211 ("Workforce Investment Program"). SECOND PARTY affirms it is aware of the requirements of the Workforce Investment Program and agrees to use good faith efforts to meet the First Source Referral Goal and the Qualifying New Hires Goal as set forth therein, including by (a) publicly advertising any vacancies that are the direct result of this Agreement (whether those vacancies are with SECOND PARTY or its Subcontractors) exclusively with CareerSource Broward for at least five (5) business days and using good faith efforts to interview any qualified candidates referred under the Workforce Investment Program, and (b) using good faith efforts to hire Qualifying New Hires, as defined by the Workforce Investment Program, for at least fifty percent (50%) of the vacancies that are the direct result of this Agreement. Until at least one year after the conclusion of this Agreement, SECOND PARTY shall maintain and make available to COUNTY upon request all records documenting SECOND PARTY's compliance with the requirements of the Workforce Investment Program, and shall submit the required Workforce Investment Reports to the Contract Administrator annually by January 31 and within thirty (30) days after the conclusion of this Agreement. Failure to demonstrate good faith efforts to meet the First Source Referral Goal and the Qualifying New Hires Goal shall constitute a material breach of this Agreement.

14.30 CONTINGENCY FEES

SECOND PARTY warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for SECOND PARTY, 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 SECOND PARTY, any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For a breach or violation of this provision, COUNTY shall have the right, at its discretion, to terminate this Agreement without liability, or to deduct from this Agreement price or otherwise recover the full amount of such fee, commission, percentage, gift, or consideration.

14.31 WORKER RETENTION

Pursuant to Section 26.41 of the Broward County Administrative Code, SECOND

PARTY and its subcontractors, if any, shall offer continued employment to the

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employees of the immediately preceding SECOND PARTY and subcontractors at

the Airports for a period of forty-five (45) days, unless the Permittee or

subcontractor, as applicable, determines and demonstrates to COUNTY that

such employees are unnecessary for the provision of services. Nothing prevents

the Permittee or subcontractor, as applicable, from terminating employees for

cause within the forty-five (45) day period. After the conclusion of the forty-five

(45) day period, continued employment may be under the terms and conditions

established by the successor or subcontractor, as applicable or as required by

state or federal law. SECOND PARTY shall include the foregoing language in its

contracts with any subcontractors. For purposes of this paragraph, "employee"

means an individual who is not an exempt employee under the minimum wage

and maximum hour exemptions as defined by the Fair Labor Standards Act. The

provisions hereof shall not apply to ground transportation providers, construction

contractors, utility companies, and agencies of the United States, the State of

Florida, and local governments. Also, the provisions hereof shall not apply to air

carriers, car rental agencies, or advertising agencies; however the provisions

hereof shall apply to subcontractors of air carriers, car rental agencies and

advertising concessions. The provisions hereof shall not apply to the extent: (i)

they are superseded by a collective bargaining agreement; or (ii) state or federal

law or regulations preclude their applicability. In the event of any failure by

Permittee or its subcontractor to comply with this worker retention requirement,

the Aviation Department shall provide written notice of such non-compliance to

SECOND PARTY. If the Permittee does not achieve compliance with this

provision within thirty (30) days following the Aviation Department's written

notice, then written notice of termination may be provided by the Aviation

Department to SECOND PARTY pursuant to Paragraph 1.

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IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement: BROWARD COUNTY through its BOARD OF COUNTY COMMISSIONERS, signing by and through its Mayor or Vice-Mayor, authorized to execute same by Board action on the _____ day of _________________, 20__, and CONTRACTOR, signing by and through its __________________________________, duly authorized to execute same.

COUNTY ATTEST: BROWARD COUNTY, by and through

its Board of County Commissioners _______________________________ Broward County Administrator, as By____________________________ Ex-officio Clerk of the Broward County Mayor Board of County Commissioners

____ day of ______________, 20___

Approved as to form by Joni Armstrong Coffey Broward County Attorney Aviation Office 2200 SW 45th Street, Suite 101

Insurance requirements Dania Beach, Florida 33312 approved by Broward County Telephone: (954) 359-6100 Risk Management Division Telecopier: (954) 359-1292 By ______________________________ By______________________________ Tracy Meyer, Esq. (Date) Christine C. Lee__________ (Date) Risk Insurance and Contracts Manager Senior Assistant County Attorney By______________________________ Russell J. Morrison (Date)

Senior Assistant County Attorney DA/ek SecurityGuardServices-ModifiedCAF#101 [MM/DD/YY) 15-XXX [file number from Legal]

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AGREEMENT BETWEEN BROWARD COUNTY AND SECOND PARTY FOR SECURITY GUARD SERVICES FOR PORT EVERGLADES, FORT LAUDERDALE-HOLLYWOOD INTERNATIONAL AIRPORT, AND NORTH PERRY AIRPORT

SECOND PARTY

______________________________ WITNESSES:

By____________________________ ____________________________ , President

____ day of ______________, 20___ ____________________________

(SEAL)

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EXHIBIT A

SCOPE OF SERVICES

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EXHIBIT B

HOURLY RATE OF PAY SCHEDULE

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EXHIBIT C

STATEMENT OF COMPLIANCE (PREVAILING WAGE RATE ORDINANCE NO. 83-72)

No. ______________

Agreement No. _____________ Project Title _____________________

_______________________________ The undersigned SECOND PARTY hereby swears under penalty of perjury that, during the period covered by the application for payment to which this statement is attached, all mechanics, laborers, and apprentices, employed or working on the site of the Project, have been paid at wage rates, and that the wage rates of payments, contributions, or costs for fringe benefits have not been less than those required by Section 26-5, Broward County Code of Ordinances, and the applicable conditions of this Agreement. Dated _____________, _____, _______________________________

SECOND PARTY

By_____________________________ (Signature)

By_____________________________

(Name and Title) STATE OF )

) SS. COUNTY OF )

The foregoing instrument was acknowledged before me this _____ day of _______________, ____, by _____________________ who is personally known to me or who has produced ______________________ as identification and who did/did not take an oath.

WITNESS my hand and official seal, this ______ day of ___________, 20__. (NOTARY SEAL) ___________________________________________

(Signature of person taking acknowledgment)

___________________________________________ (Name of officer taking acknowledgment) typed, printed, or stamped

___________________________________________ (Title or rank)

___________________________________________ (Serial number, if any)

My commission expires:

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EXHIBIT D

LETTERS OF INTENT SECOND PARTY represents that the CBE participants referenced in the attached Letters of Intent have agreed by written subcontract to perform the percentage of work amounts set forth and that the following information regarding participating Subcontractors is true and correct to the best of his/her knowledge.

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EXHIBIT E

CERTIFICATION OF PAYMENTS TO SUBCONTRACTORS AND SUPPLIERS

RLI/Bid/Contract No. _______________ Project Title ______________________ ________________________________

The undersigned SECOND PARTY hereby swears under penalty of perjury that: 1. SECOND PARTY has paid all subcontractors and suppliers all undisputed

contract obligations for labor, services, or materials provided on this project in accordance with Section 7.2.3 of the Agreement, except as provided in paragraph 2 below.

2. The following subcontractors and suppliers have not been paid because of

disputed contractual obligations; a copy of the notification sent to each, explaining in reasonably specific detail the good cause why payment has not been made, is attached to this form:

Subcontractor or Supplier's name Date of disputed Amount in and address invoice dispute

3. The undersigned is authorized to execute this Certification on behalf of SECOND

PARTY. Dated _____________, 20___ _________________________________

Contractor By_______________________________

(Signature) By________________________________

(Name and Title)

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CERTIFICATION OF PAYMENTS TO SUBCONTRACTORS AND SUPPLIERS

(Continued) STATE OF ) ) SS. COUNTY OF )

The foregoing instrument was acknowledged before me this ________ day of __________________, 20__, by ______________________________________ who is personally known to me or who has produced ______________________ as identification and who did/did not take an oath.

WITNESS my hand and official seal, this ______ day of ___________, 20__.

(NOTARY SEAL) ________________________________ (Signature of person taking acknowledgment) ________________________________ (Name of officer taking acknowledgment) typed, printed, or stamped ________________________________

(Title or rank) ________________________________

My commission expires: (Serial number, if any)

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EXHIBIT F

INSURANCE CERTIFICATE

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ATTACHMENT I NONDISCRIMINATION REQUIREMENTS

I. NONDISCRIMINATION - 49 CFR PART 21 REQUIREMENTS

During the performance of this contract, the Consultant/Contractor/Tenant/ Concessionaire/Lessee/Permittee/Licensee for itself, its personal representatives, assigns and successors in interest (hereinafter referred to collectively as the "Contractor") agrees as follows:

(a) Compliance With Regulations. The Contractor shall comply with the

Regulations relative to nondiscrimination in Federally Assisted Programs of the Department of Transportation (hereinafter, "DOT") Title 49, Code of Federal Regulations, Part 21, as they may be amended from time to time (hereinafter referred to as the Regulations), which are herein incorporated by reference and made a part of this contract.

(b) Nondiscrimination. The Contractor shall not discriminate on the

grounds of race, color, religion, gender, national origin, age, marital status, political affiliation, familial status, physical or mental disability, or sexual orientation in the selection and retention of subconsultants, including procurement of materials and leases of equipment. The Contractor shall not participate either directly or indirectly in the discrimination prohibited by Section 21.5 of the Regulations, including employment practices when the contract covers a program set forth in Appendix B of the Regulations.

(c) Solicitation for Subconsultants, Including Procurement of Materials

and Equipment. In all solicitation either by competitive bidding or negotiation made by the Contractor for work to be performed under a subcontract, including procurement of materials or leases of equipment, each potential subconsultant or supplier shall be notified by the Contractor of the Contractor's obligation under this contract and the Regulations relative to nondiscrimination on the grounds of race, color, religion, gender, national origin, age, marital status, political affiliation, familial status, physical or mental disability, or sexual orientation.

(d) Information and Reports. The Contractor shall provide all

information and reports required by the Regulations or directives issued pursuant thereto and shall permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the County or the Federal Aviation Administration (FAA) to be pertinent to ascertain compliance with

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such Regulations, orders, and instructions. Where any information required of Contractor is in the exclusive possession of another who fails or refuses to furnish this information, the Contractor shall so certify to the County or the FAA, as appropriate, and shall set forth what efforts it has made to obtain the information.

(e) Sanctions for Noncompliance. In the event of the Contractor's

noncompliance with the nondiscrimination provisions of this contract, the County shall impose such contract sanctions as it or the FAA may determine to be appropriate, including, but not limited to: (1) withholding of payments under the contract until there is compliance, and/or (2) cancellation, termination, or suspension of the contract, in whole or in part. In the event of cancellation or termination of the contract (if such contract is a lease), the County shall have the right to re-enter the Premises as if said lease had never been made or issued. These provisions shall not be effective until the procedures of Title 49 CFR Part 21 are followed and completed, including exercise or expiration of appeal rights.

(f) Incorporation of Provisions. The Contractor shall include the

provisions of paragraphs (a) through (e), above, in every subcontract, including procurement of materials and leases of equipment, unless exempt by the Regulations or directives issued pursuant thereto. The Contractor shall take such action with respect to any subcontract or procurement as the County or the FAA may direct as a means of enforcing such provisions including sanctions for noncompliance. Provided, however, that in the event Contractor becomes involved in, or is threatened with, litigation with a subconsultant or supplier as a result of such direction, the Contractor may request the County to enter into such litigation to protect the interests of the County and, in addition, the Contractor may request the United States to enter into such litigation to protect the interests of the United States.

(g) The Contractor, as a part of the consideration hereof, does hereby

covenant and agree that in the event facilities are constructed, maintained, or otherwise operated on the said property described in this contract, for a purpose for which a DOT program or activity is extended or for another purpose involving the provision of similar services or benefits, the Contractor shall maintain and operate such facilities and services in compliance with all other requirements imposed pursuant to 49 CFR Part 21, Nondiscrimination in Federally Assisted Programs of the Department of Transportation, and as said Regulation may be amended.

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(h) The Contractor, as a part of the consideration hereof, does hereby covenant and agree that: (1) no person on the grounds of race, color, religion, gender, national origin, age, marital status, political affiliation, familial status, physical or mental disability, or sexual orientation shall be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination in the use of said facilities, (2) that in the construction of any improvements on, over, or under the premises and the furnishing of services thereon, no person on the grounds of race, color, religion, gender, national origin, age, marital status, political affiliation, familial status, physical or mental disability, or sexual orientation shall be excluded from participation in, denied the benefits of, or otherwise be subjected to discrimination, and (3) that the Contractor shall use the premises in compliance with all other requirements imposed by or pursuant to 49 CFR Part 21, Nondiscrimination in Federally Assisted Programs of the Department of Transportation, and as said Regulations may be amended.

II. NONDISCRIMINATION - 14 CFR PART 152 REQUIREMENTS

During the performance of this contract, the Contractor, for itself, its assignees and successors in interest agrees as follows:

The Contractor agrees to undertake an affirmative action program as required by 14 CFR Part 152, Subpart E, to insure that no person shall on the grounds of race, color, religion, gender, national origin, age, marital status, political affiliation, familial status, physical or mental disability, or sexual orientation be excluded from participation in any employment, contracting, or leasing activities covered in 14 CFR Part 152, Subpart E. The Contractor agrees that no person shall be excluded on these grounds from participating in or receiving the services or benefits of any program or activity covered by this Subpart. The Contractor agrees that it will require its covered suborganizations to provide assurances to the Contractor that they similarly will undertake affirmative action programs and that they will require assurances from their suborganizations as required by 14 CFR Part 152, Subpart E, to the same effect.

The Contractor agrees to comply with any affirmative action plan or steps for equal employment opportunity required by 14 CFR Part 152, Subpart E, as part of the affirmative action program, and by any federal, state, County or local agency or court, including those resulting from a conciliation agreement, a consent decree, court order or similar mechanism. The Contractor agrees that state or County affirmative action plans will be used in lieu of any affirmative action plan or steps required by 14 CFR Part 152, Subpart E, only when they fully meet the standards set forth in 14 CFR 152.409. The Contractor agrees to obtain a similar assurance from its

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covered organizations, and to cause them to require a similar assurance of their covered suborganizations, as required by 14 CFR Part 152, Subpart E.

If required by 14 CFR Part 152, Contractor shall prepare and keep on file for review by the FAA Office of Civil Rights an affirmative action plan developed in accordance with the standards in Part 152. The Contractor shall similarly require each of its covered suborganizations (if required under Part 152) to prepare and to keep on file for review by the FAA Office of Civil Rights, an affirmative action plan developed in accordance with the standards in Part 152.

If Contractor is not subject to an affirmative action plan, regulatory goals and timetables, or other mechanism providing for short and long-range goals for equal employment opportunity under Part 152, then Contractor shall nevertheless make good faith efforts to recruit and hire minorities and women for its aviation workforce as vacancies occur, by taking any affirmative action steps required by Part 152. Contractor shall similarly require such affirmative action steps of any of its covered suborganizations, as required under Part 152.

Contractor shall keep on file, for the period set forth in Part 152, reports (other than those submitted to the FAA), records, and affirmative action plans, if applicable, that will enable the FAA Office of Civil Rights to ascertain if there has been and is compliance with this subpart, and Contractor shall require its covered suborganizations to keep similar records as applicable.

Contractor shall, if required by Part 152, annually submit to the County the reports required by Section 152.415 and Contractor shall cause each of its covered suborganizations that are covered by Part 152 to annually submit the reports required by Section 152.415 to the Contractor who shall, in turn, submit same to the County for transmittal to the FAA.

III. NONDISCRIMINATION - GENERAL CIVIL RIGHTS PROVISIONS

The Contractor, for itself, its assignees and successors in interest agrees that it will comply with pertinent statutes, Executive Orders and such rules as are promulgated to assure that no person shall, on the grounds of race, color, religion, gender, national origin, age, marital status, political affiliation, familial status, physical or mental disability, or sexual orientation be excluded from participating in any activity conducted with or benefiting from Federal assistance. This Provision obligates the Contractor or its transferee, for the period during which Federal assistance is extended to the airport program, except where Federal assistance is to provide, or is in the form of personal property or real property or interest therein or structures or improvements thereon. In these cases, the Provision

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obligates the party or any transferee for the longer of the following periods: (a) the period during which the property is used by the sponsor or any transferee for a purpose for which Federal assistance is extended, or for another purpose involving the provision of similar services or benefits; or (b) the period during which the airport sponsor or any transferee retains ownership or possession of the property. In the case of contractors, this Provision binds the contractors from the bid solicitation period through the completion of the contract.

IV. NONDISCRIMINATION - 49 CFR PART 26

Contractors shall not discriminate on the basis of race, color, religion, gender, national origin, age, marital status, political affiliation, familial status, physical or mental disability, or sexual orientation in the performance of this contract. Failure by the Contractor to carry out these requirements is a material breach of this contract, which may result in the termination of this contract or such other remedy as the County deems appropriate.

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ATTACHMENT II PROVISIONS PERTAINING TO AIRPORT PROJECTS ALL CONSULTANTS/CONTRACTOR AGREEMENTS

[USE THE TERMS COMPANY, CONSULTANT OR CONTRACTOR AS APPLICABLE]

1.

1. PROHIBITED INTERESTS

If this Agreement is funded by any federal or state grants, then, in that event, no member, officer, or employee of County during his or her tenure or for two (2) years thereafter shall have any interest, direct or indirect, in this Agreement or the proceeds thereof.

Consultant/contractor agrees to insert the foregoing sentence in any agreements between consultant/contractor or subconsultants/ subcontractors engaged to provide services pursuant to this Agreement.

If any such present or former member, officer, or employee has such an interest and if such interest as set forth above is immediately disclosed to the County, the County with prior approval of the funding agency, may waive the prohibition contained in this subsection; provided that any such present member, officer, or employee shall not participate in any action by the County relating to such Agreement.

2. RECORDS

Consultant/contractor shall keep such books, records and accounts and require any and all consultants/contractors or subconsultants/subcontractors to keep such books, records and accounts as may be necessary in order to record complete and correct entries as to personnel hours charged to the Project and any expenses for which consultant/contractor expects to be reimbursed. In addition, to the above, the consultant/contractor shall maintain an acceptable cost accounting system. All work, materials, payrolls, books, accounts, documents, and records relative to the Project, or directly pertinent to the specific contract for the purposes of making an audit, examination, excerpt or transcription shall be available at all reasonable times for examination and audit by County, and in the event such Agreement is subject to federal or state funding or grants, by the Federal Aviation Administration, the Comptroller General of the United States, the Florida Department of Transportation, or any of their duly authorized representatives. Such books, records and accounts shall be kept for the "Retention Period" (as hereinafter defined). Incomplete or incorrect entries in such books, records or accounts shall be grounds for County's disallowance of any fees or expenses based upon

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such entries. All books, records and accounts which are considered public records shall, pursuant to Chapter 119, Florida Statutes, be kept by consultant/contractor in accordance with such statutes. The "Retention Period" shall be defined as the greater of: (i) the required retention period of the Florida Public Records Act (Chapter 119, Fla. Stat.), if applicable, or (ii) for a period of three (3) years after final payment and the completion of all work to be performed pursuant to this Agreement, or if any audit has been initiated and audit findings have not been resolved at the end of the three years, the books and records shall be retained until resolution of the audit findings, or (iii) if this Project is subject to Florida Department of Transportation grants, for a period of five (5) years after final payment and the completion of all work to be performed pursuant to this Agreement, or if any audit has been initiated and audit findings have not been resolved at the end of the five years, the books and records shall be retained until resolution of the audit findings.

3. PROTECTION OF RECORDS

Consultant/contractor shall protect from harm and damage all data, drawings, specifications, designs, models, photographs, reports, surveys and other data created or provided in connection with this Agreement (collectively, "County Property"), while such data and materials are in consultant's/contractor's possession. Such duty may include, but is not limited to, making back-up copies of all data stored by electronic device on any media, taking reasonable actions to prevent damage by impending flood or storm (including, but not limited to, removing the County Property to a safe location), and establishing and enforcing such security measures as are reasonably available, considering the customary practice within consultant's/contractor's trade or profession. If requested by County, consultant/contractor shall furnish to County copies of any and all disks containing drawings and other pertinent data prepared by consultant/ contractor in conjunction with this Agreement.

4. BREACH OF CONTRACT TERMS - SANCTIONS

Any violation or breach of the terms of this contract on the part of the consultant/ contractor or subconsultant/subcontractor may result in the suspension or termination of this contract or such other action which may be necessary to enforce the rights of the parties of this agreement.

5. RIGHT TO INVENTIONS

All rights to inventions and materials generated under this contract are subject to regulations issued by the FAA and the County. Information regarding these rights is available from the FAA and the County.

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6. TRADE RESTRICTION CLAUSES TO BE INCLUDED IN ALL SOLICITATIONS, CONTRACTS, AND SUBCONTRACTS

The consultant/contractor or subconsultant/subcontractor, by submission of an offer and/or execution of a contract, certifies that it:

a. Is not owned or controlled by one or more citizens of a foreign

country included in the list of countries that discriminate against U.S. firms published by the Office of the United States Trade Representative (USTR); and

b. Has not knowingly entered into any contract or subcontract for this

project with a person that is a citizen or national of a foreign country on said list, or is owned or controlled directly or indirectly by one or more citizens or nationals of a foreign country on said list; and

c. Has not procured any product nor subcontracted for the supply of

any product for use on the project that is produced in a foreign country on said list.

Unless the restrictions of this clause are waived by Secretary of Transportation in accordance with 49 CFR 30.17, no contract shall be awarded to a consultant/ contractor or subconsultant/subcontractor who is unable to certify to the above. If the consultant/contractor knowingly procures or subcontracts for the supply of any product or service of a foreign country on said list for use on the project, the Federal Aviation Administration may direct through the County cancellation of the contract at no cost to the Government.

Further, the consultant/contractor agrees that, if awarded a contract resulting from this solicitation, it will incorporate this provision for certification without modification in each contract and in all lower tier subcontracts. The consultant/ contractor may rely on the certification of a prospective subconsultant/subcontractor unless it has knowledge that the certification is erroneous.

The consultant/contractor shall provide immediate written notice to the County if the consultant/contractor learns that its certification or that of a subconsultant/ subcontractor was erroneous when submitted or has become erroneous by reason of changed circumstances. The subconsultant/subcontractor agrees to provide written notice to the consultant/contractor if at any time it learns that its certification was erroneous by reason of changed circumstances.

This certification is a material representation of fact upon which reliance was placed when making the award. If it is later determined that the

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consultant/ contractor or subconsultant/subcontractor knowingly rendered an erroneous certification, the Federal Aviation administration may direct through the County cancellation of the contract or subcontract for default at no cost to the Government.

Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render, in good faith, the certification required by this provision. The knowledge and information of a consultant/contractor is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings.

This certification concerns a matter within the jurisdiction of an agency of the United States of America and the making of a false, fictitious, or fraudulent certification may render the maker subject to prosecution under Title 18, United States Code, Section 1001.

7. TERMINATION OF CONTRACT (ALL CONTRACTS IN EXCESS OF

$10,000)

a. The County may, by written notice, terminate this contract in whole or in part at any time, either for the County's convenience or because of failure to fulfill the contract obligations. Upon receipt of such notice, services shall be immediately discontinued (unless the notice directs otherwise) and all materials as may have been accumulated in performing this contract, whether completed or in process, delivered to the County.

b. If the termination is for the convenience of the County, an equitable

adjustment in the contract price shall be made, but no amount shall be allowed for anticipated profit on unperformed services.

c. If the termination is due to failure to fulfill the consultant's/contractor's

obligations, the County may take over the work and prosecute the same to completion by contract or otherwise. In such case, the consultant/ contractor shall be liable to the County for any additional cost occasioned to the County thereby.

d. If, after notice of termination for failure to fulfill contract obligations, it

is determined that the consultant/contractor had not so failed, the termination shall be deemed to have been effected for the convenience of the County. In such event, adjustment in the contract price shall be made as provided in paragraph b of this clause.

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e. The rights and remedies of the County provided in this clause are in addition to any other rights and remedies provided by law or under this contract.

8. SUSPENSION AND DEBARMENT REQUIREMENTS FOR ALL

CONTRACTS OVER $25,000 (AND FOR ALL CONTRACTS FOR AUDITING SERVICES REGARDLESS OF THE AMOUNT)

The bidder/offeror/consultant/contractor certifies, by submission of this proposal or acceptance of this contract, that neither it nor its principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency. It further agrees by submitting this proposal that it will include this clause without modification in all lower tier transactions, solicitations, proposals, contracts, and subcontracts. Where the bidder/offeror/consultant/contractor or any lower tier participant is unable to certify to this statement, it shall attach an explanation to this solicitation/proposal.

9. RESTRICTIONS ON LOBBYING

The bidder/offeror/consultant/contractor agrees that no federal appropriated funds have been paid or will be paid by or on behalf of the bidder/offeror/consultant/ contractor, to any person for influencing or attempting to influence any officer or employees of any federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any federal contract, the making of any federal grant, the making of any federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment or modification of any federal contract, grant, loan or cooperative agreement.

If any funds other than federal appropriated funds have been paid by the bidder/offeror/consultant/contractor to any person for influencing or attempting to influence an officer or employee of any federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Agreement, the undersigned shall complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions.

Consultant/contractor agrees to insert the foregoing provisions in any agreements between consultant/contractor or subconsultants/subcontractors engaged to provide services pursuant to this Agreement and all bidders/offerors/consultants/contractors and subconsultants/subcontractors shall certify and disclose accordingly.

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10. PROMPT PAYMENT - FOR FEDERALLY ASSISTED CONTRACTS

If this Agreement is funded by any federal grants, then consultant/contractor hereby agrees to pay its subconsultants/subcontractors and suppliers within thirty (30) calendar days following receipt of payment from the County. Consultant/contractor further agrees, if consultant/contractor has withheld retainage from its subconsultants/subcontractors, to release such retainage and pay same within thirty (30) calendar days following receipt of payment of retained amounts from the County, or within thirty (30) calendar days after a subconsultant/subcontractor has satisfactorily completed its work, whichever shall first occur. This clause applies to both DBE and non-DBE subconsultant/subcontractors.

A finding of non-payment is a material breach of this contract. County may, at its option, increase allowable retainage or withhold progress payments unless and until the consultant/contractor demonstrates timely payments of sums due subconsultant/subcontractor. The presence of a "pay when paid" provision in a contract shall not preclude County inquiry into allegations of non-payment. Further that the remedies above shall not be employed when the consultant/contractor demonstrates that failure to pay results from a bonafide dispute with its subconsultant/subcontractor or supplier. The consultant/contractor shall incorporate this provision into all subcontracts involving federally assisted contracts.

The Assistant Disadvantaged Business Enterprise Liaison Officer will conduct meetings with parties involved in prompt payment disputes to facilitate an amicable resolution