Attachment_C_-_Draft_Agreement_FINAL.26.10.01.docx

(This is the form of agreement the County anticipates awarding to the Successful Proposer.)

Neutral Host Converged Distributed Antenna System for Miami-Dade Aviation Department Nonexclusive License Agreement Contract No. EVN0042430

THIS AGREEMENT for the provision of ________________, made and entered into as of this ______ day of _________________ by and between _____________________________ , a corporation organized and existing under the laws of the State of _______, having its principal office at ___________________________________________ (the "Contractor"), and Miami-Dade County, a political subdivision of the State of Florida, having its principal office at 111 NW 1st Street, Miami, Florida 33128 (the "County") (collectively, the “Parties”).

WITNESSETH:

WHEREAS, the Contractor has offered to provide _____________, on a non-exclusive basis, that shall conform to the Scope of Services (Appendix A), Miami-Dade County's Request for Proposal No. EVN0042430 (the “RFP”) and all associated addenda and attachments which is incorporated herein by reference, and the requirements of this Agreement; and

WHEREAS, the Contractor has submitted a written proposal dated _____________________ (the "Contractor’s Proposal") which is incorporated herein by reference; and

WHEREAS, the County desires to procure from the Contractor such _______________for the County, in accordance with the terms and conditions of this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the Parties hereto agree as follows:

ARTICLE 1. DEFINITIONS

Any or all of following words and expressions may be used in this Agreement and, if so, shall be construed as follows, except when it is clear from the context that another meaning is intended:

a) The words "Article" or "Articles" to mean the terms and conditions delineated in this Agreement.

b) The words “Commercially Reasonable” is a legal standard that refers to an action that is fair, sensible, and consistent with common commercial practices, often used by contractors. It is an objective measure that considers factors like the parties’ business characteristics (size, type, specialty) and the context of the situation, meaning an effort should be serious but not to the point of jeopardizing the company’s financial health.

c) The words “Common Carrier/Contracted Carrier” to mean a person, firm, or corporation that undertakes for hire, as a regular business, to transport persons or commodities from place to place, offering their services to all such as may choose to employ the common carrier and pay their charges.

d) The term “Commencement Date” shall mean the day immediately following the end of the Transition Period.

e) The word "Contract" or “Agreement” to mean collectively the (i) Articles, (ii) Scope of Services (Appendix A), (iii) Revenue Schedule (Appendix B), (iv) all other appendices and attachments hereto, (v) all amendments issued hereto, (vi) the RFP and all associated addenda and attachments and (vii) Contractor’s Proposal.

f) The words “County” or acronym “MDC” or “Licensor” to mean Miami-Dade County, a political subdivision of the State of Florida.

g) The words "Contract Manager" to mean the Chief Procurement Officer, Strategic Procurement Department, or the duly authorized representative designated to manage the Contract.

h) The words “Cybersecurity Products” to mean software and hardware that include technologies, processes, and practices designed to protect information technology networks, devices, programs, and data from attack, damage, or unauthorized access.

i) The word "Days" to mean calendar days.

j) The word "Deliverables" to mean all documentation and any items of any nature submitted by the Contractor to the Project Manager for review and approval pursuant to the terms of this Agreement.

k) The words "Developed Works" to mean all rights, title, and interest in and to certain inventions, ideas, designs and methods, specifications and other documentation related thereto developed by the Contractor and its Subcontractors specifically for the County.

l) The words “Heightened Security Review” to mean any and all security screening conducted on County employees with access to Cybersecurity Products or any other additional security screenings or reviews the County Mayor or County Mayor’s designee determines necessary to protect the security of the County’s information technology networks, devices, programs, and data.

m) The words ”Licensee” to mean an individual or organization granted legal permission, rights or a license by a licensor to use, access property and/or services.

n) The words "Licensed Software" to mean the software component(s) provided pursuant to the Contract.

o) The word “Neurodivergent” shall refer to the concept that certain developmental disorders are normal variations in the brain, and people who have these features also have certain strengths. Besides Attention Deficit Hyperactivity Disorder (ADHD), neurodiversity commonly refers to people with autism spectrum disorder, dyslexia, dyspraxia, and other learning disabilities.

p) The words “Payment Card Industry Data Security Standard” or acronym “(PCI DSS)” to mean a set of security standards designed to ensure that ALL companies/business entities/government agencies that accept, process, store or transmit credit card information maintain a secure environment.

q) The words “Produced in the United States” to mean shall mean with respect to Cybersecurity Products, a product for which all development and production occurs in the United States.

r) The words "Project Manager" to mean the County Mayor or the duly authorized representative designated to manage the Project.

s) The words "Scope of Services" to mean the document appended hereto as Appendix A, which details the Work to be performed by the Contractor.

t) The words "Service" or "Services" to mean the provision of Neutral Host Converged Distributed Antenna System services in accordance with the Scope of Services.

u) The word "Subcontractor" or “Subconsultant” to mean any person, entity, firm, or corporation, other than the employees of the Contractor, who furnishes labor and/or materials, in connection with the Work, whether directly or indirectly, on behalf and/or under the direction of the Contractor and whether or not in privity of Contract with the Contractor.

v) The word "Work" to mean all matters and things required to be done by the Contractor in accordance with the provisions of this Contract.

ARTICLE 2. ORDER OF PRECEDENCE

If there is a conflict between or among the provisions of this Agreement, the order of precedence is as follows: 1) these Articles, 2) Scope of Services (Appendix A), 3) Fee Schedule (Appendix B), 4) all other appendices and attachments hereto, 5) the RFP and any associated addenda and attachments thereof, and 7) the Contractor’s Proposal.

ARTICLE 3. RULES OF INTERPRETATION

a) References to a specified Article, section or schedule shall be construed as reference to that specified Article, or section of, or schedule to this Agreement unless otherwise indicated.

b) Reference to any agreement or other instrument shall be deemed to include such agreement or other instrument as such agreement or other instrument may, from time to time, be modified, amended, supplemented, or restated in accordance with its terms.

c) The terms "hereof", "herein", "hereinafter", "hereby", "herewith", "hereto", and "hereunder" shall be deemed to refer to this Agreement.

d) The terms "directed", "required", "permitted", "ordered", "designated", "selected", "prescribed" or words of like import to mean respectively, the direction, requirement, permission, order, designation, selection or prescription of the Project Manager.

e) The terms "approved", acceptable", "satisfactory", "equal", "necessary", or words of like import to mean respectively, approved by, or acceptable or satisfactory to, equal or necessary in the opinion of the Project Manager.

f) The titles, headings, captions, and arrangements used in these Terms and Conditions are for convenience only and shall not be deemed to limit, amplify, or modify the terms of this Contract, nor affect the meaning thereof.

ARTICLE 4. NATURE OF THE AGREEMENT

a) This Agreement incorporates and includes all prior negotiations, correspondence, conversations, agreements, and understandings applicable to the matters contained in this Agreement. The Parties agree that there are no commitments, agreements, or understandings concerning the subject matter of this Agreement that are not contained in this Agreement, and that this Agreement contains the entire agreement between the Parties as to all matters contained herein. Accordingly, it is agreed that no deviation from the terms hereof shall be predicated upon any prior representations or agreements, whether oral or written. It is further agreed that any oral representations or modifications concerning this Agreement shall be of no force or effect, and that this Agreement may be modified, altered, or amended only by a written amendment duly executed by the Parties hereto or their authorized representatives.

b) The Contractor shall provide the services set forth in the Scope of Services and render full and prompt cooperation with the County in all aspects of the Work performed hereunder.

c) The Contractor acknowledges that this Agreement requires the performance of all things necessary for or incidental to the effective and complete performance of all Work under this Contract. All things not expressly mentioned in this Agreement but necessary to carrying out its intent are required by this Agreement, and the Contractor shall perform the same as though they were specifically mentioned, described, and delineated.

d) The Contractor shall furnish all labor, materials, tools, supplies, and other items required to perform the Work necessary for the completion of this Contract. All Work shall be accomplished at the direction of and to the satisfaction of the Project Manager.

e) The Contractor acknowledges that the County shall make all policy decisions regarding the Scope of Services. The Contractor agrees to provide input on policy issues in the form of recommendations. The Contractor shall implement all changes in providing services hereunder as a result of a policy change implemented by the County. The Contractor agrees to act in an expeditious and fiscally sound manner in providing the County with input regarding the time and cost to implement said changes and in executing the activities required to implement said changes.

ARTICLE 5. CONTRACT TERM

The Contract shall become effective on the date identified on the first page of this Agreement, and shall continue through the last day of the one hundred and twentieth (120th)-month, thereafter. The County, at its sole discretion, may renew this Contract for an additional sixty (60)-month term. The County may extend this Contract for up to an additional one hundred eighty (180) calendar days beyond the current Contract period and will notify the Contractor in writing of the extension. This Contract may be extended beyond the initial one hundred eighty (180) calendar day extension period by mutual agreement between the County and the Contractor, upon approval by the Board of County Commissioners (the "Board").

ARTICLE 6. NOTICE REQUIREMENTS

All notices required or permitted under this Agreement shall be in writing and shall be deemed sufficiently served if delivered by: (i) Registered or Certified Mail, with return receipt requested; (ii) courier service personally; (iii) Federal Express Corporation or other nationally recognized carrier to be delivered overnight; or (iv) via e-mail (if provided below) with delivery of hard copy pursuant to (i), (ii), or (iii) in this paragraph. The addresses for such notice are as follows:

(1) To the County

a) to the Project Manager:

Miami-Dade County Department

E-mail:

and

b) to the Contract Manager:

Phone: (305) 375-4900 Email: cpo@miamidade.gov

(2) To the Contractor

Either party may at any time designate a different address and/or contact person by giving notice as provided above to the other party. Such notices shall be deemed given upon receipt by the addressee.

ARTICLE 7. AMOUNT OBLIGATED

The Contractor warrants that it has reviewed the County’s requirements, asked all questions, and conducted all inquiries it deemed necessary to determine the fees and other amounts payable to the County in accordance with Appendix B for the rights granted and the Work and Services to be performed under this Contract.

All Work undertaken by the Contractor before County’s approval of this Contract shall be at the Contractor’s risk and expense.

ARTICLE 8. PAYMENTS TO THE COUNTY

1. Fees and Payments shall be in accordance with Appendix B; however, the Contractor may offer incentive discounts to the County at any time during the Contract term, including any extension thereof.

2. Privilege Fee: Licensee shall make a one-time payment of ______________ dollars ($ ) to the County. This payment shall be due within ten (10) business days of the Commencement Date. This one-time payment is separate from and in addition to the Licensee Fee described below.

3. License Fee: Licensee shall pay to the County a License fee in the amount of ___________dollars ($ ) for the first year of the License Term subject to annual Consume Price Index (CPI) escalation on each anniversary of the Commencement Date. Each License Fee shall be payable initially within ten (10) business days of the Commencement Date and subsequent Licensee Fee payments shall be made within ten (10) business days of each anniversary date thereafter.

4. Additional License Fee: Licensee shall pay to the County no less than the same License Fee (Article 8.3 above) as the initial carriers for each additional commercial wireless carrier (beyond the initial carriers) that it elects to utilize the DAS at the Airport. The Additional License Fee shall escalate by three percent (3%) annually on each anniversary of its commencement date. The Licensee shall have the option to pay the License Fee in twelve (12) equal monthly payments, due on or before the first (1st) of each month, without billing or demand. Should the licensee submit payments after the due date it would be subjected to interest of one-and-one-half percent (1 ½%) monthly. All License Fees shall be non-refundable and shall not be prorated for any partial year, regardless of the duration of this License or any longer-term license. Refer to Article 8 for additional information.

5. Sales Tax: If Florida's Department of Revenue determines that any fee or any portion thereof is subject to sales taxes, Licensee shall be responsible for payment of such sales tax that may be imposed upon Licensee's payments hereunder; provided, however, Licensee shall be entitled to contest the imposition of such sales taxes in whatever manner is then permitted by law.

6. Payment Security: Prior to the commencement of this license, the Licensee shall provide the County with a cash deposit, an irrevocable letter of credit or a performance bond acceptable to the Department and so endorsed as to be readily negotiable by the County, as security for the payments required hereunder, in the amount of $250,000.00, plus any applicable State sales/use taxes, as may be required by law. The amount of such payment security may be increased annually to an amount equal to the annual payments made by the Licensee in the prior year. Such payment security shall be kept in full force throughout the term of this License. The Department may draw upon such payment security instrument if the Licensee fails to pay the fees and charges required to be paid under this License within the time limits specified herein.

7. Late Payment: In the event the Licensee fails to make any payments, as required to be paid under the provisions of this License, within ten (10) calendar days after same shall become due, interest at the rates established form time to time by the Board of County Commissioners (currently set at 1 1/2% per month), shall accrue against all such delinquent payment(s) from the original date due until the MDAD receives payment.

The right of MDAD to require payment of such interest and penalty fees and the obligation of the Licensee to pay same shall be in addition to and not in lieu of Licensor's rights to enforce other provisions herein, including termination of this License, or to pursue other remedies provide by law.

8. Dishonored Check or Draft: In the event that the Licensee delivers a dishonored check or draft to Licensor in payment of any obligation arising under this License, the Licensee shall incur and pay a service fee of TWENTY FIVE DOLLARS, if the face value of the dishonored check or draft is $50.00 or less, THIRTY DOLLARS, if the face value of the dishonored check or draft is $50.00 and less than $300.00, FORTY DOLLARS, if the face value of the dishonored check or draft is $300.00 or more, or Five Percent of the face value of such dishonored check or draft, whichever is greater. Further, in such event, MDAD may require that future payments required pursuant to this License be made by cashier's check or other means acceptable to MDAD.

9. Payment Address: The Licensee shall pay and/or submit all fees required to be paid under this License to the following address:

Miami-Dade County Aviation Department Finance Division P.O. Box 526624 Miami, Florida 33152-6624

ARTICLE 9. ADDITION OF CARRIER(S)/ ADDITIONAL DAS USERS

During the term of the Contract, including any renewal or extension period exercised by the County, MDAD may require the Contractor to extend the Services to any additional commercial wireless carrier that elects to use the DAS at the Airport (“Additional Carrier”). For each Additional Carrier, the Contractor shall pay the County an additional License Fee in an amount no less than the License Fee applicable to each Initial Carrier under this agreement The Contractor may enter into agreements with Additional Carriers for access to and use of the DAS and other authorized equipment, and may establish the fees and conditions governing such use; provided, however, that such agreements shall not reduce or otherwise affect the Contractor’s payment obligations to the County under this Contract.

All additional commercial wireless carriers authorized by the County shall be formalized by a Supplemental Agreement, originated, and published by the Miami-Dade County Strategic Procurement Department. Under no circumstances should the Contractor commence broadcasting an additional license without an executed Supplemental Agreement. Thereafter, the Additional License Fee shall commence on the date the additional carrier begins broadcasting wireless signals over the DAS and shall be payable annually thereafter on each anniversary of that commencement date.

ARTICLE 10. DISTRIBUTED ANTENNA SYSTEM

1. Grant of License: In consideration of Licensee's payments as provided in this Agreement, Licensor hereby grants unto the Licensee a nonexclusive license and privilege to enter upon, and to perform such lawful acts required upon the land or within the facilities of Miami International Airport, as shall be specifically described in Appendix A – Detailed Scope of Work and Technical Specifications, attached hereto and made a part hereof, as the parties may mutually amend from time to time, for the installation, operation and maintenance of a Distributed Antenna System as part of Licensee's national cellular telephone network.

2. Licensee's Rights: The parties agree that the License fee paid to MDAD hereunder is consideration for Licensee's privilege of using Miami International Airport and not for the renting or leasing of any portion of the Airport. This license does not grant the Licensee any rights to vehicle parking, equipment storage space, or any other rights in, or for any land or space, except as provided under Section 5.3 hereof, nor does this license constitute the Licensee as the agent or representative of Licensor for any purpose whatsoever.

3. Licensor's Rights: The parties agree that the Licensor has right to connect its public safety communications systems to and use the DAS upon the terms, provisions and conditions set forth in Exhibit B - County’s Rights to DAS Public Safety Communications System, without payment of any fee for such connection and use.

4. Installation of Equipment: Licensee shall comply with all requirements and regulations of MDAD regarding the installation, operation, and maintenance of the DAS and other allowed equipment at MIA. Licensee shall not commence any installation of such equipment until it receives approval in writing from MDAD as to the approved locations for installation of such equipment and all other conditions and requirements applicable to such installation, as well as to the operation and maintenance of the equipment. In particular, Licensee shall comply with all requirements and directives of any federal, state, or local security agency having jurisdiction to operate at MIA.

5. Removal of Equipment: If MDAD reasonably determines that the Licensee's equipment or any portion thereof, is interfering with MDAD's use and operation of MIA or interfering with the airlines' use and operation of the airport, Licensee shall immediately cease whatever is causing such interference until Licensee and MDAD mutually determine how the interference can be avoided. If MDAD, in its reasonable discretion, determines that such interference cannot be reasonably avoided, Licensee shall remove the equipment causing the interference from the Airport.

6. Restoration of Premises: This non-exclusive license is granted upon the express condition that the Licensee will restore or cause to be restored all premises and facilities used by Licensee hereunder upon the cessation of use of such locations or upon the termination of this license, such restoration to include bringing such locations to substantially their original condition after each act of cessation or termination, reasonable wear and tear excepted.

7. Right to Flight: There is hereby reserved to the Licensor, its successors and assigns, for the use and benefit of Licensor, MDAD, and the public, a right to flight for the passage of aircraft in the air space above the surface of the premises herein described, together with the right to cause in said air space such noise as may be inherent in the operation of aircraft, now known or hereafter used for navigation or flight in the air using said air space or landing at, taking off from or operating on the land or facilities subject to this License.

8. Restriction of Height: Licensee expressly agrees to restrict the height of structures, objects, or natural growth and other obstructions to be located as authorized herein on the described premises to such height so as to comply with Federal Aviation Regulations, Part 77, and with the Code of Miami-Dade County, whichever is more restrictive, as same may be amended from time to time.

9. No Airport Hazards: The Licensee expressly agrees to prevent any use of the described premises which would interfere with or adversely affect the operation or maintenance of the Airport or otherwise constitute an Airport hazard.

10. Relocation of Equipment: Upon ninety (90) days written notice, Licensee may be required to relocate to some other location from the facilities or uses authorized, constructed and/or installed as a result of the present or future operation of the Airport. Such relocation shall be accomplished by at the sole cost and expense of the Licensee. In the event that the Fiber Head-In room on the ground level of the Dolphin Garage is affected, the relocation shall be accomplished at the sole cost and expense of the benefiting entity.

11. Subordination to Federal Obligations: (A) This Agreement shall is subordinate to the provisions of any existing or future agreements between Licensor and the United States of America relative to the operation and maintenance of the Airport, the execution of which has been or may be required as a condition precedent to the expenditure of Federal funds for the development of the Airport. All provisions of this License shall be subordinate to the right of the United States of America to lease or otherwise assume control over the Airport, or any part thereof, during time of war or national emergency for military or naval use and upon such lease to, or assumption of control by, the United States of America the provisions of this License shall be suspended to the extent necessary therefor.

12. Improvements Free and Clear: The improvements made by the Licensee shall become the property of MDAD at the conclusion of this License. The Licensee agrees that any contract for construction, alteration or repairing of the improvements or for the purchase of material to be used, or for work and labor to be performed shall be in writing and shall contain provisions to protect MDAD from the claims of any laborers, subcontractors or materialmen against the improvements.

13. Permits and Licenses: The Licensee shall obtain and maintain current all permits and licenses required for its operations hereunder and shall pay all taxes and license fees and excises which may be assessed, levied, exacted or imposed on its operations hereunder and shall make all applications, reports and returns required in connection therewith. Such permits and licenses may include, but not be limited to, Certificates of Use and Occupancy and any operating licenses required by the County's Department of Environmental Resources Management ("DERM") or its successor Department. Upon request from MDAD, the Licensee shall provide MDAD, or others designated by MDAD, copies of any and all permits and licenses, applications therefore and reports required in connection therewith, which MDAD may reasonably request.

14. Payment of Claims: The Licensee agrees to pay on behalf of Licensor any penalty, assessment or fine, issued against Licensor or to defend, or to compromise, in the name of Licensor any claim, assessment or civil action, which may be presented or initiated by any agency or officer of the Federal, State or County governments, based in whole or substantial part upon a claim or allegation that the Licensee, its agents, employees or invitees, have violated any law, ordinance, rule or regulation, directive or any plan or program developed in compliance therewith.

15. Assignment and Transfer: The rights and privileges granted to the Licensee hereunder shall be exercised only by the Licensee, through its officers, partners and employees, and not by or through any other person, corporation or legal entity. This License may not be transferred, accessed, sold, traded, conveyed, assigned, assumed, subcontracted, granted, passed as bailment, collateral, be subject to lien, pawned, partitioned, or pledged, without the express written approval of MDAD. Any request or intention by one company to assume or acquire the responsibilities, services, or activities of this Agreement requires the written approval of MDAD. Notwithstanding anything to the contrary, approval will not be unreasonably withheld.

16. Financial responsibility: The Licensee shall be financially responsible for the repair or replacement of any property of Licensor damaged by the Licensee, its employees, agents, servants, partners, principals, contractors or subcontractors in connection with this License, except for normal wear and tear. The Licensee shall notify MDAD as to any damage to Airport property caused by Licensee or such other parties and such damage shall be repaired by MDAD and the cost of such repair, plus 10% for administrative costs, shall be paid by the Licensee to Licensor upon billing.

17. Signs and Posters: No signs, posters, or similar devices shall be erected, displayed or maintained by the Licensee on the Airport, its equipment or vehicles, without the written approval of MDAD, and any not so approved, may be removed by MDAD at the expense of the Licensee. The Licensee shall, for identification purposes as opposed to advertising purposes, place its standard corporate identification on all of its equipment and vehicles operating on the Airport.

18. Security Identification Display Areas Access-Identification Badges: The Licensee shall be responsible for requesting MDAD to issue identification ("ID") badges to all employees who are authorized access to Security Identification Display Areas ("SIDA") on the Airport, designated in the Airport's security program and shall be further responsible for the immediate reporting of all lost or stolen ID badges and the immediate return of the ID badges of all personnel transferred from Airport assignment or terminated from the employ of the Licensee or upon termination of this License. Each employee must complete the SIDA training program conducted by MDAD, before an ID badge is issued. The Licensee shall pay, or cause to be paid, to MDAD such nondiscriminatory charges, as may be established from time to time, for lost or stolen ID badges and those not returned to MDAD in accordance with this Section. MDAD shall have the right to require the Licensee to conduct background investigations and to furnish certain data on such employees before the issuance of such ID badges, which data may include the fingerprinting of employee applicants for such badges.

19. Standards: The conduct of the Licensee, its employees and agents, shall be conducted in an orderly and proper manner so as not to annoy, disturb or be offensive to others at the Airport. MDAD shall have the right reasonably to object to the Licensee regarding the demeanor, conduct and appearance of the Licensee's employees and agents, whereupon the Licensee shall take all steps necessary to remove or correct the cause of the objection. The Licensee shall remove or have removed all trash and refuse to such locations in such manner as shall be designated by MDAD and in accordance with Federal, State, and County requirements.

20. Common Use Facilities: The Licensee shall have the right, in common with others, as necessary for the performance of the services authorized herein, to use the ramps, roads, streets, and bridges and all other non exclusive or common use facilities owned or provided by Licensor for non exclusive air carrier use, in accordance with regulations and operating procedures and the facility use assignment processes of MDAD and subject to the payment of the nondiscriminatory fees, rates and charges established by Licensor for such uses. However, the Licensee shall not be authorized to operate vehicles on the Air Operations Area (AOA) of the Airport, unless such access is determined to be necessary by MDAD. In such event the Terms and Conditions of this License will be amended to include the vehicle insurance requirements for all vehicles operating in the AOA.

21. Conduit Access: Licensee has identified existing conduit within which to place fiber optic cable from the hub site to the airport terminal. In the event that Licensee desires to place its facilities within any other existing conduits as identified during construction, Licensee shall notify Licensor and request permission to place facilities in the conduit. The decision as to whether Licensee may access the alternative conduit shall be made exclusively by the Licensor. In the event Licensor grants Licensee's conduit access request, Licensor shall identify a one-time access fee which shall be paid to Licensor within 1O days of access to the conduit. In the event that Licensor does not grant access to the alternative existing conduit, Licensee may, subject to Licensor approval which shall be provided solely at Licensor's discretion, install new conduit which shall be at all times at Licensee's sole cost and expense.

22. Personnel: The Licensee shall properly control its employees who shall present a clean and neat appearance at all times, discharge their duties in a courteous and efficient manner, shall be suitably uniformed and wear appropriate corporate and Airport identification.

23. Discrimination: The Licensee, in exercising any of the rights, or privileges herein granted, shall not on the grounds of age, race, color, sex, religion, national origin, ancestry, or disability discriminate or permit discrimination against any person or group of persons in any manner prohibited by Part 21 of the Rules and Regulations of the Secretary of Transportation, the Americans with Disabilities Act or any other applicable Federal, State and County laws, rules and regulations. Licensor is hereby granted the right to take such actions, anything to the contrary herein notwithstanding, as any agency of the United States Government or any court of competent jurisdiction may direct to enforce this nondiscrimination covenant.

24. Drug-Free Workplace Default: The Licensee acknowledges, that as part of its application for a License, it provided to Licensor a Drug-Free Workplace Affidavit certifying that it is providing a drug-free workplace for its employees, as required by County Ordinance No. 92-15, adopted on March 17, 1992, as such may be amended from time to time ("Ordinance"). Based on the provisions of said Ordinance, Licensor shall have the right, upon 30 days written notice to the Licensee, to terminate this License in the event the Licensee fails to provide, as of each anniversary of the effective date of this License, the annual re-certification affidavit as required by the Ordinance; provided, however, that such termination shall not be effective if the Licensee submits the required Affidavit within the notice period.

25. Further, this License shall be terminated upon not less than fifteen calendar days written notice to the Licensee, and without liability to Licensor, if MDAD or the County Manager determines any of the following:

(a) That the Licensee has made a false certification in its execution of the Affidavit submitted with its application or in its annual re certification as required by the Ordinance;

(b) That the Licensee has violated its original or renewal certification by failing to carry out any of the specific requirements of the Ordinance, other than the annual re-certification; or

(c) That such a number of employees of the Licensee have been convicted of violations occurring in its workplace(s) as to indicate that the Licensee has failed to make a good faith effort to provide a drug-free workplace as required by the Ordinance.

26. Vehicles and Equipment: Vehicles and equipment of the Licensee, brought on to the Air Operations Area ("AOA") of the Airport, shall at all times comply with the regulations of MDAD, as provided under Chapter 25, Code of Miami-Dade County, Florida as well as all Operating Directives and other published policies of the Licensor applicable to the Airport, and shall be subject to approval by MDAD. MDAD shall have the right, but shall not be obligated, to inspect, at any time, the vehicle and equipment of the Licensee for proper safety equipment and general operating conditions. MDAD shall further have the right to require removal from the AOA of any vehicle or equipment of the Licensee determined by MDAD, in its sole discretion, to be unsafe or which may cause environmental damage. MDAD shall have no liability to the Licensee for such removal. Vehicles and equipment of the Licensee may not be stored on common use AOA.

27. AOA - Vehicle Operator: Before the Licensee shall authorize any employee to operate a motor vehicle of any type or kind on the AOA, the Licensee shall require such employee to attend and successfully complete the AOA Driver's Training Course conducted from time to time by MDAD. The privilege of a person to operate a motor vehicle on the AOA may with withdrawn by MDAD because of violations of AOA driving rules. Notwithstanding the above, the Licensee shall be responsible for ensuring that all such vehicle operators of vehicles operating on the Airport and the AOA have a current, valid Commercial Driver's License of the proper Class and with the proper endorsements, as required by law.

28. AOA - Right to Search: The Licensee agrees that its vehicles, cargo, goods and other personal property are subject to being searched when attempting to enter or leave and while on the AOA. The Licensee further agrees that it shall not authorize any employee or agent to enter the AOA unless and until such employee or agent has executed a written consent to-search form acceptable to MDAD. Persons not executing such consent-to-search form shall not be employed by the Licensee at the Airport, in any job requiring access to the AOA.

It is further agreed that MDAD has the right to revoke or suspend prior AOA access authorization or to prohibit an individual, agent or employee of the Licensee from entering the AOA based upon facts which would lead a person of reasonable prudence to believe that such individual, employee or agent might be inclined to engage in theft, cargo tampering, aircraft sabotage or unlawful activities. Any person denied access to the AOA or whose prior authorization has been revoked or suspended on such grounds shall be entitled to a hearing before the Director of MDAD or his designated management representative within reasonable time. Prior to such hearing, the person whose authorization has been revoked or suspended or who has been denied access to the AOA shall be advised in writing, as to the reason for such action.

29. Working Restrictions: The Licensee understands and agrees that all persons entering and working in or around international aircraft and facilities used by various Federal Inspection Services agencies may be subject to the consent and approval of such agencies. Persons not approved or consented to by Federal Inspection Services agencies may not be employed by the Licensee in areas under the jurisdiction or control of such agencies.

30. Entirety of License: The parties hereto agree that this License sets forth the entire agreement between the parties, and that there are no promises or understandings other than those stated herein. None of the provisions, terms and conditions contained in this License may be added to, modified, superseded or otherwise altered, except as may be specifically authorized herein or by written instrument executed by the parties hereto.

31. Disclosures: The Licensee acknowledges that it has completed and submitted a Drug Free Workplace Affidavit, a Miami-Dade Disclosure Affidavit, a Family Leave Affidavit, a Public Entity Crimes Affidavit, an Arrearage Affidavit, a Criminal Record Affidavit, and a Disability Nondiscrimination Affidavit. The discovery of any misrepresentation on any of these documents shall result in the automatic termination of this License by MDAD.

ARTICLE 11. INDEMNIFICATION AND INSURANCE

The Contractor shall indemnify, defend and hold harmless the County and its officers, employees, agents and instrumentalities from any and all liability, losses or damages, including attorneys' fees and costs of defense, which the County or its officers, employees, agents or instrumentalities may incur as a result of claims, demands, suits, causes of actions or proceedings of any kind or nature arising out of, relating to or resulting from the performance of this Agreement by the Contractor or its employees, agents, servants, partners, principals or Subcontractors. The Contractor shall pay all claims and losses in connection therewith and shall investigate and defend all claims, suits or actions of any kind or nature in the name of the County, where applicable, including appellate proceedings, and shall pay all costs, judgments, and attorney's fees which may issue thereon. The Contractor expressly understands and agrees that any insurance protection required by this Agreement or otherwise provided by the Contractor shall in no way limit the responsibility to indemnify, keep and save harmless and defend the County or its officers, employees, agents, and instrumentalities as herein provided.

Upon County’s notification, the Contractor shall furnish to the Strategic Procurement Department, certificate(s) of insurance that indicate that insurance coverage has been obtained, which meets the requirements as outlined below:

1. Worker's Compensation Insurance for all employees of the Contractor as required by Chapter 440, Florida Statutes.

2. Commercial General Liability Insurance in an amount not less than $1,000,000 per occurrence, and $2,000,000 in the aggregate. Miami-Dade County must be shown as an additional insured with respect to this coverage.

3. Automobile Liability Insurance covering all owned, non-owned, and hired vehicles used in connection with the Services, in the amount of no less than $1,000,000 combined single limit per occurrence for bodily injury and property damage for each accident, and $5,000,000 if operating vehicles on the Airfield Operations Area, combined single limit for bodily injury and property damage liability.

Under no circumstances are Awarded Bidders permitted on the Aviation Department, Aircraft Operating Airside (A.O.A) at Miami International Airport without increasing automobile coverage to $5,000,000. Only vehicles owned or leased by a company will be authorized. Vehicles owned by individuals will not be authorized.

All insurance policies required above shall be issued by companies authorized to do business under the laws of the State of Florida, with the following qualifications:

The company must be rated no less than "A-" as to management, and no less than "Class VII" as to financial strength, by Best’s Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent, subject to the approval of the County Risk Management Division.

OR

The company must hold a valid Florida Certificate of Authority as shown in the latest "List of All Insurance Companies Authorized or Approved to Do Business in Florida", issued by the State of Florida Department of Financial Services and are a member of the Florida Guaranty Fund.

The mailing address of Miami-Dade County as the certificate holder must appear on the certificate of insurance as follows:

Miami Dade Aviation Department Attention: Risk Management Division

PO BOX 025504

Miami, FL 33102-5504

Compliance with the foregoing requirements shall not relieve the Contractor of this liability and obligation under this section or under any other section in this Agreement.

Award of this Contract is contingent upon the receipt of the insurance documents, as required, within ten (10) business days. If the certificate of insurance is received within the specified timeframe but not in the manner prescribed in this Agreement, the Contractor shall have an additional five (5) business days to submit a corrected certificate to the County. If the Contractor fails to submit the required insurance documents in the manner prescribed in this Agreement within fifteen (15) business days, the Contractor shall be in default of the contractual terms and conditions and award of the Contract may be rescinded, unless such timeframe for submission has been extended by the County.

The Contractor shall assure that the certificate of insurance required in conjunction with this section remain in full force for the term of the Contract, including any renewal or extension periods that may be exercised by the County. If the certificate of insurance is scheduled to expire during the term of the Contract, the Contractor shall submit new or renewed certificate of insurance to the County before such expiration. If expired certificate of insurance is/are not replaced or renewed to cover the Contract period, the County may suspend the Contract until the new or renewed certificate is/are received by the County in the manner prescribed herein. If such suspension exceeds thirty (30) calendar days, the County may, at its sole discretion, terminate the Contract for cause and the Contractor shall be responsible for all direct and indirect costs associated with such termination.

ARTICLE 12. MANNER OF PERFORMANCE

a) The Contractor shall provide the Work described herein in a competent and professional manner satisfactory to the County in accordance with the terms and conditions of this Agreement. The County shall be entitled to a satisfactory performance of all Work described herein and to full and prompt cooperation by the Contractor in all aspects of the Work. At the request of the County, the Contractor shall promptly remove from the Project any Contractor’s employee, Subcontractor, or any other person performing Work hereunder. The Contractor agrees that such removal of any of its employees does not require the termination or demotion of any employee by the Contractor.

b) The Contractor agrees to defend, hold harmless and indemnify the County and shall be liable and responsible for all claims, suits, actions, damages, and costs (including attorneys’ fees and court costs) made against the County, occurring on account of, arising from or in connection with the removal and replacement of any Contractor’s personnel performing Services hereunder at the behest of the County. Removal and replacement of any Contractor’s personnel as used in this Article shall not require the termination and/or demotion of such Contractor’s personnel.

c) The Contractor always agrees that it will employ, maintain, and assign to the performance of the Work a sufficient number of competent and qualified professionals and other personnel to meet the requirements to which reference is hereinafter made. The Contractor agrees to adjust its personnel staffing levels or to replace any of its personnel if so, directed upon reasonable request from the County, should the County make a determination, in its sole discretion, that said personnel staffing is inappropriate or that any individual is not performing in a manner consistent with the requirements for such a position.

d) The Contractor warrants and represents that its personnel have the proper skill, training, background, knowledge, experience, rights, authorizations, integrity, character, and licenses as necessary to perform the Work described herein, in a competent and professional manner.

e) The Contractor shall always cooperate with the County and coordinate its respective work efforts to maintain the progress most effectively and efficiently in performing the Work.

f) The Contractor shall comply with all provisions of all federal, state, and local laws, statutes, ordinances, and regulations that are applicable to the performance of this Agreement.

ARTICLE 13. EMPLOYEES OF THE CONTRACTOR

All employees of the Contractor shall be, at all times, employees of the Contractor under its sole direction and not employees or agents of the County. The Contractor shall supply competent employees. Miami-Dade County may require the Contractor to remove an employee it deems careless, incompetent, insubordinate or otherwise objectionable and whose continued employment on County property is not in the best interest of the County. Each employee shall have and wear proper identification.

ARTICLE 14. INDEPENDENT CONTRACTOR RELATIONSHIP

The Contractor is, and shall be, in the performance of all Work and activities under this Agreement, an independent contractor, and not an employee, agent or servant of the County. All persons engaged in any of the Work performed or Services provided pursuant to this Agreement shall always, and in all places, be subject to the Contractor's sole direction, supervision, and control. The Contractor shall exercise control over the means and manner in which it and its employees perform the Work, and in all respects the Contractor's relationship and the relationship of its employees to the County shall be that of an independent contractor and not as employees and agents of the County.

The Contractor does not have the power or authority to bind the County in any promise, agreement, or representation other than specifically provided for in this Agreement.

ARTICLE 15. DISPUTE RESOLUTION PROCEDURE

a) The Contractor hereby acknowledges that the Project Manager will determine in the first instance all questions of any nature whatsoever arising out of, under, or in connection with, or in any way related to or on account of, this Agreement including without limitations: questions as to the value, acceptability and fitness of the Services; questions as to either party's fulfillment of its obligations under the Contract; negligence, fraud or misrepresentation before or subsequent to acceptance of the Contractor’s Proposal; questions as to the interpretation of the Scope of Services; and claims for damages, compensation and losses.

b) The Contractor shall be bound by all determinations or orders and shall promptly comply with every order of the Project Manager, including the withdrawal or modification of any previous order and regardless of whether the Contractor agrees with the Project Manager's determination or order. Where orders are given orally, they will be issued in writing by the Project Manager as soon thereafter as is practicable.

c) The Contractor must, in the final instance, seek to resolve every difference concerning the Agreement with the Project Manager. In the event that the Contractor and the Project Manager are unable to resolve their difference, the Contractor may initiate a dispute in accordance with the procedures set forth in this Article. Exhaustion of these procedures shall be a condition precedent to any lawsuit permitted hereunder.

d) In the event of such dispute, the Parties authorize the County Mayor or designee, who may not be the Project Manager or anyone associated with this Project, acting personally, to decide all questions arising out of, under, or in connection with, or in any way related to or…