Item F15County off Monroe
ELj »moo
� i G�,
�
BOARD OF COUNTY COMMISSIONERS
/� ri � ��
Mayor George Neugent, District 2
The Florida. Ke Sew',
y
i
Mayor Pro Tern David Rice, District 4
; -== :'„ j y
Danny L. Kolhage, District I
Heather Carruthers, District 3
Sylvia J. Murphy, District 5
County Commission Meeting
November 14, 2017
Agenda Item Number: F.15
Agenda Item Summary #3511
BULK ITEM: Yes DEPARTMENT: Project Management / Facilities
TIME APPROXIMATE: STAFF CONTACT: Alice Steryou (305) 292-4549
None
AGENDA ITEM WORDING: Approval to exercise the second option to renew the contract with
Air Mechanical & Service Corp. for central air conditioning maintenance and repairs at Middle Keys
facilities with a 2.1% CPI-U adjustment. Funding is ad valorem.
ITEM BACKGROUND: The renewal agreement with Air Mechanical & Service Corp. provides
for two (2) one-year renewal options. Facilities seeks approval to exercise the second option to
renew the contract with Air Mechanical for central air conditioning maintenance and repairs at
Middle Keys facilities. Labor costs increase for regular hourly rates of a mechanic from $78.55 to
$80.20 and mechanic plus helper from $110.77 to $113.10 and there is an increase in overtime
hourly rates of mechanic from $110.77 to $113.10 and mechanic plus helper from $161.12 to
$164.50.
PREVIOUS RELEVANT BOCC ACTION: November 17, 2015 - BOCC awarded the bid and
contract with Air Mechanical & Service Corp. for Middle Keys facilities central air conditioning
maintenance and repair. November 22, 2016 - BOCC approved the first amendment renewal with a
CPI-U adjustment of .7%.
CONTRACT/AGREEMENT CHANGES:
Contract will commence December 1, 2017 and terminate November 30, 2018. Increase in costs by
CPI-U of 2.1%. Update FEMA compliant clauses.
STAFF RECOMMENDATION: Approval
DOCUMENTATION:
2nd Renewal Agreement Air Mechanical & Services Corp.
1st Renewal Air Mechanical & Services Corp. Middle Keys AC
Bid Award Agreement Air Mechanical & Services Corp. Middle Keys AC
FINANCIAL IMPACT:
Effective Date: 12/01/2017
Expiration Date: 11/30/2018
Total Dollar Value of Contract: $70,000 per year
Total Cost to County: $70,000 per year
Current Year Portion: $58,333.40
Budgeted: Yes
Source of Funds: 001-20501-530340, 101-20505-530340
CPI: Yes
Indirect Costs: N/A
Estimated Ongoing Costs Not Included in above dollar amounts:
Revenue Producing: No
Grant: No
County Match: N/A
Insurance Required: Yes
Additional Details:
If yes, amount:
11/22/16 001-20501 - FACILITIES MAINTENANCE
11/22/16 101-20505 -CORRECTION FACILITIES
Total:
REVIEWED BY:
Kevin Wilson
Chris Ambrosio
William DeSantis
Budget and Finance
Maria Slavik
Kathy Peters
Board of County Commissioners
Completed
Completed
Completed
Completed
Completed
Completed
Pending
$55,000.00
$15,000.00
$70,000.00
10/30/2017 3:33 PM
10/30/2017 3:46 PM
10/30/2017 3 : 5 5 PM
10/30/2017 4:3 0 PM
10/30/2017 4:3 5 PM
10/30/2017 5:01 PM
11/14/2017 9:00 AM
SECOND AMENDMENT RENEWAL AGREEMENT FOR CENTRAL AIR
CONDITIONING MAINTENANCE ANP FA. I ITIES9
COUNTY,MONROE
This Second Amendment Renewal Agreement is made and entered into this day of
2017, between �J F OFLORIDA,T , polite subdivision of
theState of Florida « '), whose address is 1100 Simonton Street, Ivey West, Florida
3040, Air Mechanical & Service Corp., a Florida corporation ("CONTRACTOR"), whose
address i 270 Avenue of theAmericas, Englewood, Florida 322°
WHEREAS, on November 17, 2015, the CONTRACTOR and COUNTY entered into an
Agreement for Central Air Conditioning Maintenance and Repair Services to County Middle
Keys Facilities (here° after "Agr t"); and
WHEREAS, on November 22, 2016, the BOCC approved the First Amendment Renewal
Agreement, and
WHEREAS, the patties have found the Agreement as amended to be mutually beneficial
ME
WHEREAS,
NOW THEREFORE, IN CONSIDERATIONof the mutual promises and covenants
set forth be -low, the parties agree as follows:
1< Paragraph 3E of the Agreement is amended as follows:
a° Hourly rate for a mechanic shall increase from $78.55 to $80.20 during normal
working hours of &00 am to :00 No, Monday through Friday, excluding
holidays (including vel time); hourly rate for a mochimic plus helper shall
increase from V1 °77 to $113.10 (including travel time);
b. Overtime labor shall increase 110°77 to $113.10 for hours not stated above,
including holidays and facilities that conduct critical business; hourly rates for a
mechanic plus helper shall increase from $161.12 to $164.50 (including travel
time);
2° Paragraph 4 of the Agreement is amended as follows:
ao Monroe County exercises the option to renew the Agreement for the first of the
o (2) optional one-year terms. This term will commence on December 01, 2017
d terminate November 3, 20 1 d
b° The amount shall be adjusted in accordance with the percentage change in the
U.S. Department of Commerce Consumer Price Index (CPI-U) for all Urban
Consumers as reported by the U.S. Bureau of Labor Statistics at December 31 of
the previous year of2.1%.
3. Except as set forth in paragraph I and 2 of this Second Amendment Renewal
Agreement, in all other respects, the terms and conditions set forth in the Agreement
as amended remain in full force and effect.
IN WITNESS 'WHERE OF, the parties hereto have set their hands and seals the day and
year first above written.
(SEAL) BOARD OF COUNTY COMMISSIONERS
Attest: KEVIN MANUS, CLERK OF MONROE COUNTY, FLORIDA
By: By:
Deputy Clerk Mayor
I to Date:
Witnesses for CONTRACTOR: CONTRACTOR:
Air Mechanical & Service Carp,
x.
................
Signature Larry Dalton Signature of person authorized to
legally bind the Corporation
October 30, 2017 Date: October 30, 2017
Printed Name and Date Mark Castellano
—yj-cg--EraaidentLBxancA-Zanager
Print'Name and Titlx.
S' a Jan Dorucho MONROE COUNTY ATTORNEY
APPROVED AS TO FORM
October 30, 2017 1
Printed Name and Date J
6 -,'
_i4L2L:��
CH91S AMBROSIA —_
ASSISTANT COUNTY ATTORNEY
Date;
. . ...........
FIRST RENEWAL AMENDMENT AGREEMENT FOR CENTRAL AIR
CONDITIONING MAINTENANCE
AND REPAIR — MIDDLE KEYS FACILITIES, MONROE COUNTY, FLORIDA U
is First Renewal Amendment Agreement is made and entered into this, day of
N r , 2016, between MONROE COUNTY, FLORIDA ("COUNTY"), a political
subdivision of the State of Florida, whose address is 1100 Simonton Street, Key West, Florida
33040, and Air Mechanical & Service Corp. ("CONTRACTOR"), a Florida corporation, whose
address is 2700 Avenue of the Americas, Englewood, Florida 34224.
WHEREAS, the parties hereto on November 17, 2015, entered into an Agreement for
Central Air Conditioning Maintenance and Repair Services to County Middle Keys Facilities
(hereinafter "Original Agreement"); and
WHEREAS, the parties have found the Original Agreement to be mutually beneficial
and;
WHEREAS, the parties find it would be mutually beneficial to enter into this First
Renewal Amendment Agreement; and
NOW, THEREFORE, IN CONSIDERATION of the mutual promises and covenants
set forth below, the parties agree as follows:
1. In accordance with Paragraph 3 of the Original Agreement:
a. Item 3E under Payments to Contractor, the hourly rate for a mechanic shall
increase from $78.00 to $78.55 and for a mechanic plus helper the hourly rate
shall increase from $110.00 to $110.77, during normal working hours of 8:00 am 5
to 5:00 pm, Monday through Friday, excluding holidays; and
b. Item 3E under Payments to Contractor, the overtime labor hourly rate shall
increase from $110.00 to $110.77 and for a mechanic plus helper the hourly rate
shall increase from $160.00 to $161.12, for hours other than the normal working
hours as stated above, including holidays.
2. In accordance with Paragraph 4 of the Original Agreement:
a. The County exercises the option to renew the Original Agreement for the first of
the two (2) optional one-year terms. This term will commence on December 01,
2016, and terminate November 30, 2017; and
b. The contract amount shall be adjusted in accordance with the percentage change
in the U.S. Department of Commerce Consumer Price Index (CPI-U) for all
Urban Consumers as reported by the U.S. Bureau of Labor Statistics at December
31 of the previous year of .7%.
3. In accordance with Paragraph 2D of the Original Agreement, the language is hereby
revised to reflect "Section D" of the Original Agreement as the correct paragraph for
the percentage payment on a manufacturer's invoice cost rather than Section 3C.
4. In accordance with Paragraph 7 (Public Access) of the Original Agreement, it
shall be revised as follows: 12
Public Records Compliance. Contractor must comply with Florida public records laws,
including but not limited to Chapter 119, Florida Statutes and Section 24 of Article I of
the Constitution of Florida. The County and Contractor shall allow and permit reasonable
access to, and inspection of, all documents, records, papers, letters or other "public
record" materials in its possession or under its control subject to the provisions of
Chapter 119, Florida Statutes, and made or received by the County and Contractor in
conjunction with this contract and related to contract performance. The County shall
have the right to unilaterally cancel this contract upon violation of this provision by the
Contractor. Failure of the Contractor to abide by the terms of this provision shall be
deemed a material breach of this contract and the County may enforce the terms of this
provision in the form of a court proceeding and shall, as a prevailing party, be entitled to
reimbursement of all attorney's fees and costs associated with that proceeding. This
provision shall survive any termination or expiration of the contract.
The Contractor is encouraged to consult with its advisors about Florida Public Records
Law in order to comply with this provision.
Pursuant to F.S. 119.0701 and the terms and conditions of this contract, the Contractor is
required to:
a. Keep and maintain public records that would be required by the County to
perform the service.
b. Upon receipt from the County's custodian of records, provide the County with a
U
copy of the requested records or allow the records to be inspected or copied
within a reasonable time at a cost that does not exceed the cost provided in this
as
chapter or as otherwise provided by law.
c. Ensure that public records that are exempt or confidential and exempt from public
records disclosure requirements are not disclosed except as authorized by law for
CL
0
the duration of the contract term and following completion of the contract if the
contractor does not transfer the records to the County.
e
d. Upon completion of the contract, transfer, at no cost, to the County all public
records in possession of the Contractor or keep and maintain public records that
would be required by the County to perform the service. If the Contractor
transfers all public records to the County upon completion of the contract, the
Contractor shall destroy any duplicate public records that are exempt or
confidential and exempt from public records disclosure requirements. If the
Contractor keeps and maintains public records upon completion of the contract,
the Contractor shall meet all applicable requirements for retaining public records.
All records stored electronically must be provided to the County, upon request
from the County's custodian of records, in a format that is compatible with the
information technology systems of the County.
e. A request to inspect or copy public records relating to a County contract must be
made directly to the County, but if the County does not possess the requested
records, the County shall immediately notify the Contractor of the request, and the
Date
Contractor must provide the records to the County or allow the records to be
inspected or copied within a reasonable time.
If the Contractor does not comply with the County's request for records, the County shall
enforce the public records contract provisions in accordance with the contract,
notwithstanding the County's option and right to unilaterally cancel this contract upon
violation of this provision by the Contractor. A Contractor who fails to provide the public
records to the County or pursuant to a valid public records request within a reasonable
time may be subject to penalties under section119.10, Florida Statutes.
The Contractor shall not transfer custody, release, alter, destroy or otherwise dispose of
any public records unless or otherwise provided in this provision or as otherwise
provided by law.
IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION
OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY
TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT
CONTACT THE CUSTODIAN OF PUBLIC RECORDS, BRIAN BRADLEY AT
PHONE# 305-292-3470 BRADLEY-BRIAN@MONROECOUNTY-FL.GOV
MONROE COUNTY ATTORNEY'S_ OFFICE, 1111 12TH STREET, SUITE 408,
KEY WEST, FL 33040.
L a -n
� T
5. Except as set forth above in this First Renewal Amendment Agreement, ita1l4.
other respects, the terms and conditions set forth in the Original Ag 4Fttnent shall
remain in full force and effect. U�
the parties hereto have set their hands and seals -the day ai-d
Deputy Clerk
III z-lj-1 b
Witnesse o ONTRACTOR:
Signature
BOARD OF COUNTY COMMISSIONERS
OF MONROE COUNTY, FLORIDA
By. oe" Y)��
Mayor
Date: 11 42-12.0 1
CONTRACTOR:
AIR MECHANICAL & SERVICE CORP
Signature of person authorized to
legally bind Corporation
Date: November 15, 2016
In
MONROE COUNTY ATTORNEY'S OFFICE
AP ROVED AS T FO
PATRICIA EMLE8
ASSISTANT COUNTY A'tTOH Packet Pg. 382
DATE: WWQo" 3 Z v
Larry Dalton 11/15/2016
Print Name Y /? Date
Jan Donoho 11/15/2016
Print Name Date
Mark Castellano
Vice President/Branch Mgr.
Print Name and Title
2700 Avenue of the Americas U
Address: Englewood, FL 34224
( 941 ) 475-3715
Telephone Number
In
DATE:
ARRIVAL TIME:
LOCATION:
APPLICATION FOR PAYMENT DETAILS
CONTRACTOR:
DEPARTURE TIME:
PARTS AND MATERIALS COSTS
ITEM DESCRIPTION UNIT PRICE QUANTITY
1
3
4
c
REFRIGERANTS COST LBS OF @ PER POUND
PARTS, MATERIALS & REFRIGERANTS SUB -TOTAL
INCREASE ON ABOVE PARTS, MATERIALS & REFRIGERANTS
FREIGHT CHARGE
TAX CHARGES
PARTS, MATERIALS & REFRIGERANTS TOTAL
LABOR AND EQUIPMENT COSTS
HOURS @ $ SUB -TOTAL $
HOURS @ $ SUB -TOTAL $
LABOR & EQUIPMENT TOTAL
TOTAL
DESCRIPTION OF
SUB -TOTAL
Date Authorized Signature / Title
* Contractor must provide a copy of Invoice/Receipts for manufacturer's cost of parts, materials &
Refrigerants, freight for transportation/shipping costs, equipment rental amounts and services supplied by
others.
In
INDIM-113EM1 1my-a OLIN 114 111 W112 L11 -k I amagel I
This Agreement is made and entered into this 1101day of 2015.
between MONROE COUNTY, FLORIDA ("COUFNTY"), a political subdivision of the State of
Florida, whose address is I 100 Simonton Street, Key West, Florida 33040, Air Mechanical &
Service Corp. ("CONTRACTOR"), a Florida corporation, whose address is 2700 Avenue of the
Americas, Englewood, Florida 34224.
WHEREAS, COUNTY desires to provide central air conditioning maintenance
and repair services to COUNTY Middle Keys Facilities;: and
WHEREAS, CONTRACTOR desires and is able to provide central air conditioning
maintenance and repair services to COUNTY Middle Keys Facilities; and
WHEREAS, it serves a legitimate public purpose for CONTRACTOR to provide central
air conditioning maintenance and repair services to COUNTY Middle Keys Facilities, now
therefore,
IN CONSIDERATION of the mutual promises and covenants contained herein, it is
agreed as follows:
"I "NEEM41t][WITHNN ON
The Agreement consists of this document, the bid documents, exhibits, and any addenda
ARoutine repairs and requested maintenance of all county maintained central air
conditioning units in the Middle Keys area.
B. Emergency repairs of all county maintained central air conditioning its in the
Middle Keys area. The CONTRACTOR shall be available 24 hours per day, 365 days per year.
The CONT RACT OR shall be at the site of an air conditioning malfunction within three (3) hours
of verbal or written notification by the COUNTY. The CONTRACTOR shall provide an after
hours contact person and phone number. The COLINTY, upon award of the contract, shall
provide a contact person and phone number for building and equipment access.
C. The CONTRACTOR shall have access to a supply of all parts and controls
normally necessary for the emergency repairs of all county maintained central air conditioning
units so that such emergency repairs will be completed within 48 hours of notification by the
COUNTY.
D. The COUNTY shall reimburse the CONTRACTOR for the Manufacturer's
invoice cost of all parts and materials (excluding freight, tax, services supplied by others and
equipment rental), plus percentage indicated in section 3C of this agreement, that are used in the
repair of all county maintained central air conditioning units. Manufacturer's invoice must
accompany all requests for payment. All parts and materials shall be of equal or greater quality
as compared to existing parts and materials in use.
On all orders that require shipping or transportation of parts or materials whether the part
is under warranty or not, freight invoices must accompany requests for payment.
E. In the event of a major component failure or system breakdown, the COUNTY,
when deemed as an emergency situation, shall have the option to request from the
CONTRACTOR only, a written estimate a for replacement equipment in an amount that could
exceed Five Thousand Dollars (5, 00). Any written estimate over $5,000 up to and including
0,00 must be approved and signed by the Division Director and/or the County Administrator.
Any written estimate over $10,000 up to and including $49,999.99 must be approved and signed
by the Division Director and the County Administrator,
F. The facilities are located throughout the MIDDLE Keys area. Buildings to be
serviced shall include, but shall not be limited ited to, the following:
SHERIFF SUB-STATION/TAX
3103 Overseas Highway, Marathon
MARATHON COURTHOUSE
3117 Overseas Highway, Marathon
CLERK OF COURT ,
317 Overseas Highway, Marathon
WORKS/COUNTYPUBLIC 1
10600 Aviation Boulevard, Marathon
GARAGE FACILITIY and ENGINEERING DEPT.
1000 Aviation Boulevard, Marathon
COMMUNICATONS TRAILER
10600 Aviation Boulevard, Marathon
ANIMAL SHELTER
0550 Aviation Boulevard, Marathon
STATIONCONCH KEY FIRE
Overseas Iligay, Conch Key
TEMPORARY COURTROOM
MM 48.5 Overseas Highway, Marathon
MARATHON JAIL
3981 Ocean Terrace, Marathon
3251 Overseas Highway, Marathon
MARATHON GOVERNMENT CENTER ANNEX
90 63`d Street, Ocean, Marathon
MONROE REGIONAL SERVICE CENTER
2798 Overseas Highway, Marathon
3333 Overseas Highway, Marathon
ATTORNEY/PUBLICMARATHON STATE
4695 Overseas Highway, Marathon
3. PAYMENTS TO CONTRACTOR
A. COUNTY'S performance and obligation to pay under this agreement, is
contingent upon annual appropriation by the Board of County Commissioners.
B. COUNTY shall pay in accordance with the Florida Local Government Prompt
Payment Act; payment will be made after delivery and inspection by COUNTY and upon
submission of invoice by CONTRACTOR.
C. CONTRACTOR shall submit to COUNTY invoices with supporting
documentation acceptable to the Clerk, at completion of the or repair by the CONTRACTOR
and approval by an appropriate COUNTY representative. Acceptability tote Clerk is based on
generally accepted accounting principles and such laws, rules and regulations as may govern the
Clerk's disbursal of funds.
D. COUNTY shall pay the actual cost of parts, materials and refrigerants, excluding
freight, equipment rental, tax amounts, and services supplied by others purchased from the
manufacturer is 25 % to fulfill the obligations of the Contract. Freight, equipment
rental, tax amounts, equipment rental amounts and services supplied by others shall be
reimbursed for amounts charged. A manufacturer's invoice must accompany all requests for
payment. Freight invoices must accompany all orders that require shipping or transportation of
parts whether the part is under warranty or not (see 2.D.).
E. The cost of labor used byte contractor to fulfill the obligation of the Contract
will be calculated using the unit prices set forth in the Contractor's bid as follows:
Labor — Normal working hours of 8:00 a.m. to 5:00 p.m. Monday through
Friday, excluding holidays:
per hour, mechanic
Overtime rate for hours other than the normal working hours as stated
above, including holidays:
Such costs must be documented for each repair and/or maintenance job and included with all
Applications for Payment.
Refrigerants evacuation and disposal shall be a part of the Contractor's rate, and shall not
be billed as an additional item. Contractor shall provide all Refrigerants weight and compliance
reports as per EPA refrigerant recycling regulations under section 608 of the Clean Air Act and
amendments.
The air conditioning units to be maintained are installed at County Faces located
throughout the Lower Keys. Window and portable units may, from time to time, be submitted
for analysis for economical repair. If the Contractor finds that the unit is economically
repairable, the Contractor will submit an estimate for repair to the Owner. The Owner may, at
his discretion, have the Contractor repair the window or portable unit in keeping with the
estimate.
ME=
There are no additional costsfor travel, mileage, meals, or lodging.
F. Total Compensation to CONTRACTOR under this Agreement shall not exceed
SEVENTY THOUSAND AND NO/1 00 DOLLARS ($70,000.00) unless pre -approved
emergency work requiring additional funds is implemented.
4. TERM OF AGREEMENT
This Agreement shall commence on December 01, 2015 and ends upon November 30,
2016 unless terminated earlier under paragraph 18 of this Agreement.
The COUNTY shall have the option to renew this Agreement for up to an additional two
(2) one year periods at terms and conditions mutually agreeable tote parties, exercisable upon
written notice given at least 30 days prior to the end of the initial term. Unless the context clearly
indicates otherwise, references to the "term" of this Agreement shall can the initial to of one
(1) year.
The Contract amount may be adjusted annually in accordance with the percentage change
in the U.S. Department of Commerce Consumer Price Index (CPI-) for all Urban Consumers as
reported by the U.S. Bureau of [,abor Statistics at December 31 of the previous year using the
most recently published indicator.
5. ACCEPTANCE OF CONDITIONS BY CONTRACTOR
CONTRACTORand shall maintain throughout the term of this Agreement,
appropriate licenses. Proof of such licenses shall be submitted to the COUNTY upon execution
of this Agreement.
6. FINANCIAL RECORDS OF CONTRACTOR
CONTRACTOR shall maintain all books, records, and documents directly pertinent to
performance under this Agreement in accordance with generally accepted accounting principles
consistently applied. Each party to this Agreement or their authorized representatives shall have
reasonable and timely access to such records of each other party to this Agreement for public
records purposes during the term of the Agreement and for four years following the termination
of this Agreement. If an auditor employed by the COUNTY or Clerk determines that monies
paid to CONTRACTOR pursuant to this Agreement were spent for purposes not authorized by
this Agreement, the CONTRACTOR shall repay the monies together with interest calculated
pursuant to Sec. 55.03, FS, running from the date the monies were paid to CONTRACTOR.
7. PUBLIC ACCESS
Pursuant to Florida Statute § 119.070 1, Contractor and its subcontractors shall comply with all
public records laws oft e State of Florida, including but not limited to:
(a) Keep and maintain public records that ordinarily and necessarily would be
required by Monroe County in the performance of this Agreement.
(b) Provide the public with access to public records on the same terms and
conditions that Monroe County would provide the records and at a cost that does
not exceed the cost provided in Florida Statutes, Chapter 119 or as otherwise
provided by law.
(c) Ensure that public records that are exempt or confidential and exempt from
public records disclosure requirements are not disclosed except as authorized by
law.
(d) Meet all requirements for retaining public records and transfer, at no cost, to
Monroe County all public records in possession of the contractor upon
termination of this Agreement and destroy any duplicate public records that are
exempt or confidential and exempt from public records disclosure requirements.
All records stored electronically must be provided to Monroe County in a format
that is compatible with the information technology systems of Monroe County.
The County shall have the right to unilaterally cancel this Agreement upon violation of this
provision by Contractor.
8. HOLD HARMLESS AND INSURANCE
Notwithstanding any minimum insurance requirements prescribed elsewhere in this
agreement, Contractor shall defend, indemnify and hold the COUNTY and the COUNTY's
elected and appointed officers and employees harmless from and against (i) any claims, actions
or causes of action, (ii) any litigation, administrative proceedings, appellate proceedings, or other
proceedings relating to any type of injury (including death), loss, damage, fine, penalty or
business interruption, and (iii) any costs or expenses that may be asserted against, initiated with
respect to, or sustained by, any indemnified party by reason of, or in connection with, (A) any
activity of CONTRACTOR or any of its employees, agents, sub -contractors or other invitees,
during the term of this AGREEMENT, (B) the negligence or willful misconduct of
CONTRACTOR or any of its employees, agents, sub -contractors or other invitees, or (C)
CONTRACTOR's default in respect of any of the obligations that it undertakes under the terms
of this AGREEMENT, except to the extent the claims, actions, causes of action, litigation,
proceedings, costs or expenses arise from the intentional or sole negligent acts or omissions of
the COUNTY or ny of its e amployees, agents, contractors or invitees (other than
CONTRACTOR). Insofar as the claims, actions, causes of action, litigation, proceedings, costs
or expenses relate to events or circumstances that occur during the term of this AGREEMENT,
this section will survive the expiration of the term of this AGREEMENT or any earlier
termination of this AGREEMENT.
The extent of liability is in no way limited to, reduced, or lessened by the insurance
requirements contained elsewhere within this agreement. Failure of CONTRACTOR to comply
wit4 the reguireme-its of this secti*t 4all be cause for immediate termination of this agreement.
Prior to execution of this agreement, CONTRACTOR shall furnish the COUNTY
Certificates of Insurance indicating the minimum coverage limitations in the following amounts:
WORKERS COMPENSATION AND EMPLOYER'S LIABILTIY INSURANCE. Where
applicable, coverage to apply for all employees at minimum statutory limits as required by
Florida Law.
COMPREHENSIVE AUTOMOBILE VEHICLE LIABILITY INSURANCE. Motor vehicle
liability insurance, including applicable no-fault coverage, with limits of liability of not less than
S100.000,00 per occurrence, combined single limit for Bodily Injury Liaty and Property
Damage Liability. Coverage shall include all owned vehicles, all non -owned vehicles, and all
hired vehicles.
COMMERCIAL GENERAL LIABILITY. Commercial general liability coverage with limits of
liability of not less than S300,000.00 per occurrence combined single limit for Bodily Injury
Liability and Property Damage Liability.
CERTIFICATES OF INSURANCE. Original Certificates of Insurance shall be provided to the
COUNTY at the time of execution of this Agreement and certified copies provided if requested.
Each policy certificate shall be endorsed with a provision that not less than thirty (30) calendar
days' written notice shall be provided to the COUNTY before any policy or coverage is canceled
or restricted. The underwriter of such insurance shall be qualified to do business in the State of
Florida. If requested by the County Administrator, the insurance coverage shall be primary
insurance with respect to the COUNTY, its officials, employees, agents and volunteers.
■
to
Notwithstanding the provisions of See. 768.28, Florida Statutes, the participation of
COUNTY and CONTRACTOR in this Agreement and the acquisition of any commercial
liability insurance coverage, self-insurance coverage, or local government liability insurance
pool coverage shall not be deemed a waiver of immunity to the extent of liability coverage, nor
shall any Agreement entered into by the COUNTY be required to contain any provision for
waiver,
10. INDEPENDENT CONTRACTOR
At all times and for all purposes under this agreement CONTRACTOR is an independent
contractor and not an employee of the Board of County Commissioners of Monroe County. No
statement contained in this agreement shall be construed so as to find CONTRACTOR or any of
his employees, subcontractors, servants, or agents to be employees of the Board of County
Commissioners of Monroe County.
11. NONDISCRIMINATION
CONTRACTOR agrees that there will be no discrimination against any person, and it is
expressly understood that upon a determination by a court of competent jurisdiction that
discrimination has occurred, this Agreement automatically terminates without any further action
OD the part of any party, effective the date of the court order. CONTRACTOR agrees to comply
with all Federal and Florida statutes, and all local ordinances, as applicable, relating to
nondiscrimination. These include but are not limited to: 1) Title VI of the Civil Rights Act of
Title IX of the Education Amendment of 1972, as amended (20 USC ss. 1681-1683, and 1685-
1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation
Act of 1973, as amended (20 USC s. 794), which prohibits discrimination on the basis of
handicaps; 4) The Age Discrimination Act of 1975, as amended (42 USC ss. 6101-6107) which
prohibits discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of
1972 (PL 92-255), as amended, relating to nondiscrimination on the basis of drug abuse; 6) The
Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of
1970 (PL 91-616), as amended, relating to nondiscrimination on the basis of alcohol abuse or
alcoholism; 7) The Public Health Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd-3 and
290ee-3), as amended, relating to confidentiality of alcohol and drug abuse patient records; 8)
Title VIll of the Civil Rights Act of 1968 (42 USC s. et seq.), as amended, relating to
nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities
Act of 1990 (42 USC s. 1201 Note), as maybe amended from time to time, relating to
nondiscrimination on the basis of disability; 10) Any other nondiscrimination provisions in any
Federal or state statutes which may apply to COUNTY and CONTRACTOR to, or the subject
matter of, this Agreement.
12. ASSIGNMENT/SUBCONTRACT
CONTRACTOR shall not assign or subcontract its obligations under this agreement to
others, except in writing and with the prior written approval of the Board of County
Commissioners of Monroe County and CONTRACTOR, which approval shall be subject to such
conditions and provisions as the Board may deem necessary. This paragraph shall be
incorporated by reference into any assignment or subcontract and any assignee or sub shall
comply with all of the provisions of this agreement. Unless expressly provided for therein, such
approval shall in no manner or event be deemed to impose any additional obligation upon the
board.
t3. COMPLIANCE WITH LAW AND LICENSE REOUIREMENTS
In providing all services/goods pursuant to this agreement, CONTRACTOR shall abide
by all laws of the Federal and State government, ordinances, rules and regulations pertaining to,
or regulating the provisions of, such services, including those now in effect and hereinafter
adopted. Compliance with all laws includes, but is not limited to, the immigration laws of the
Federal and State government. Any violation of said statutes, ordinances, rules and regulations
shall constitute a material breach of this agreement and shall entitle the Board to terminate this
Agreement. CONTRACTOR shall possess proper licenses to perform work in accordance with
these specifications throughout the term of this Agreement.
14. DISCLOSURE AND CONFLICT OF INTEREST
CONTRACTOR represents that it, its directors, principles and employees, presently have
no interest and shall acquire no interest, either direct or indirect, which would conflict in any
manner with the performance of services required by this contract, as provided in Sect. 112,311,
et. seq., Florida Statutes. COUNTY agrees that officers and employees of the COUNTY
recognize and will be required to comply with the standards of conduct for public officers and
employees as delineated in Section 112.313, Florida Statutes, regarding, but not limited to,
solicitation or acceptance of gifts; doing business with one's agency; unauthorized
compensation; misuse of public position, conflicting employment or contractual relationship; and
disclosure or use of certain information.
Upon execution of this contract, and thereafter as changes may require, the
CONTRACTOR shall notify the COUNTY of any financial interest it may have in any and all
programs in Monroe County which the CONTRACTOR sponsors, endorses, recommends,
supervises, or requires for counseling, assistance, evaluation, or treatment. This provision shall
apply whether or not such program is required by statute, as a condition of probation, or is
provided on a voluntary basis.
COUNTY and CONTRACTOR warrant that, in respect to itself, it has neither employed
nor retained any company or person, other than a bona fide employee working solely for it, to
solicit or secure this Agreement and that it has not paid or agreed to pay any person, company,
corporation, individual, or firm, other than a bona fide employee working solely for it, any fee,
commission, • gift, or other consideration • upon or resulting from the award
• making of this Agreement. For the breach or violation of the provision, the CONTRACTOR
agrees that the COUNTY shall have the right to terminate this Agreement without liability and,
at its discretion, to offset from monies owed, or otherwise recover, the full amount of such fee,
commission, • gift, or consideration.
CONTRACTOR shall not pledge the COUNTY'S credit or make it a guarantor of
payment or surety for any contract, debt, obligation, judgment, lien, or any form of indebtedness.
CONTRACTOR further warrants and represents • it has no obligation or indebtedness that
• • its ability to fulfill the terms of this contract.
16. NOTICE REOUIREMENT
Any notice required or permitted under this agreement shall be in writing and and
delivered or mailed, postage prepaid, tote other party by certified mail, returned receipt
requested, tothe following:
Monroe County
Public Works Facilities Maintenance
1100 Simonton Street
Key West, Fl. 33040
and
Monroe County Attorney
Post Office Box 1026
Key West, IT, 33041-102e,
Air Mechanical & Service CoM.
2700 Avenue of the Americas
Englewood. Florida 34224 1
17. TAXES
COUNTY is exempt from payment of Florida State Sales and Use taxes.
CONTRACTOR shall not be exempted by virtue of the COUNTY'S exemption from paying
sales tax to its suppliers for materials used to fulfill its obligations under this contract, nor is
CONTRACTOR authorized to use the COUNTY'S Tax Exemption Number in securing such
materials. CONTRACTOR shall be responsible for any and all taxes, or payments of
withholding, related to services rendered under this agreement.
[E 9 D1 To tyLKIN 91WL
A. The COUNTY or CONTRACTOR may terminate this Agreement for cause with
seven (7) days notice to CONTRACTOR. Cause shall constitute a breach of the obligations of
either party to perform the obligations enumerated under this Agreement.
B. Either of the parties hereto may cancel this agreement without cause by giving the
other • sixty • ■ written notice of its intention to do so.
19. GOVERNING: LAW, VENUE, I NTE RP RETAT 10 N, COSTS, AND FEES
This Agreement shall be governed by and construed in accordance with the laws of the State
of Florida applicable to Agreements made and to be performed entirely in the State. In the event
that any cause of action or administrative proceeding is instituted for the enforcement or
interpretation of this Agreement, the COUNTY and CONTRACTOR agree that venue will lie in the
appropriate court or before the appropriate administrative body in Mon -roe County, Florida.
The COUNTY and CONTRACTOR agree that, in the event of conflicting interpretations
of the terms or a term of this Agreement by or between any of them the issue shall be submitted
to mediation prior to the institution of any other administrative or legal proceeding. Mediation
proceedings initiated and conducted pursuant to this Agreement shall be in accordance with the
Florida Rules of Civil Procedure and usual and customary procedures required by the circuit
court of Monroe County.
k 1. SE1T'E17'..B1L1TY
If any terin, covenant, condition or provision of this Agreement (or the application
thereof to any circumstance or person) shall be declared invalid or unenforceable to any extent
by a court of competent jurisdiction, the remaining terms, covenants, conditions and provisions
of this Agreement, shall not be affected thereby; and each remaining term, covenant, condition
and provision of this Agreement shall be valid and shall be enforceable to the fullest extent
permitted by law unless the enforcement of the remaining terms, covenants, conditions and
provisions of this Agreement would prevent the accomplishment of the original intent of this
Agreement. The COUNTY and CONTRACTOR agree to reform the Agreement to replace any
stricken provision with a valid provision that comes as close as possible to the intent of the
stricken provision.
22. ATTORNEY'S FEES AND COSTS
COUNTY and CONTRACTOR agree that in the event any cause of action or
administrative proceeding is initiated or defended by any party relative to the enforcement or
interpretation of this Agreement, the prevailing party shall be entitled to reasonable attorney's
fees and attorney's fees, in appellate proceedings. Each party agrees to pay its own court costs,
investigative, and out-of-pocket expenses whether it is the prevailing party or not, through all
levels of the court system.
COUNTY and CONTRACTOR agree that all disputes and disagreements shall be
attempted to be resolved by meet and confer sessions between representatives of COUNTY and
CONTRACTOR. If no resolution can be agreed upon within 30 days after the first meet and
confer session, the issue or issues shall be discussed at a public meeting of the Board of County
Commissioners. If the issue or issues are still not resolved to the satisfaction of COtNTY and
CONTRACTOR, then any party shall have the right to seek such relief or remedy as may be
provided by this Agreement or by Florida law.
24. COOPERATION
In the event any administrative or legal proceeding is instituted against either party
relating to the formation, execution, performance, or breach of this Agreement, COUNTY and
CONTRACTOR afyree to narticivate i to the extent re u re the other artv in a roc-- in s
agree that no party to this Agreement shall be required to enter into any arbitration proceedings
related tothis Agreement.
The terms, covenants, conditions, and provisions oft is Agreement shall bind and inure
to the benefit of COUNTY and CONTRACTOR and their respective legal representatives,
successors, and assigns.
Each party represents and warrants to the other that the execution, delivery and
performance of this Agreement have been duly authorized by all necessary COUNTY and
corporate action, as required by law.
CONTRACTOR and COUNTY agree that each shall be, and is, empowered to apply for,
seek, and obtain federal and state funds to further the purpose of this Agreement; provided that
all applications, requests, grant proposals, and funding solicitations shall be approved by each
party prior to submission.
All of the privileges and immunities from liability, exemptions from laws, ordinances,
and rules and pensions and relief, disability, workers' compensation, and other benefits which
apply to the activity of officers, agents, or employees of any public agents or employees of the
COUNTY, when performing their respective functions under this Agreement within the
territorial limits of the COUNTY shall apply to the same degree and extent to the performance of
such functions and duties of such officers, agents, volunteers, or employees outside the territorial
limits of the COUNTY.
[W13-11L �,M �"I M "IL -111IMM99
This Agreement is not intended to, nor shall it be construed as, relieving any participating
entity from any obligation or responsibility imposed upon the entity by law except to the extent
of actual and timely performance thereof by any participating entity, in which case the
performance may be offered in satisfaction of the obligation or responsibility. Further, this
Agreement is not intended to, nor shall it be construed as, authorizing the delegation of the
constitutional or statutory duties of the COUNTY, except to the extent permitted by the Florida
constitution, state statute, and case law.
No person or entity shall be entitled to rely upon the terms, or any of them, of this
Agreement to enforce or attempt to enforce any third -party claim or entitlement to or benefit of
any service or program contemplated hereunder, and the COUNTY and the CONTRACTOR
agree that neither the COUNTY nor the CONTRACTOR or any agent, officer, or employee of
either shall have the authority to inform, counsel, or otherwise indicate that any particular
individual or group of individuals, entity or entities, have entitlements or benefits under this
Agreement separate and apart, inferior to, or superior to the community in general or for the
purposes contemplated in this Agreement.
CONTRACTOR agrees to execute such documents as the COUNTY may reasonably
require, to include a Public Entity Crime Statement, an Ethics Statement, and a Drug -Free
Workplace Statement.
32. NO PERSONAL LIABILITY
No covenant or agreement contained herein shall be deemed to be a covenant or
agreement of any member, officer, agent oremployee of Monroe County in his or her individual
capacity, and no member, officer, agent oremployee of Monroe County shall be liable
personally on this Agreement or be subject to any personal liability or accountability by reason
oft e execution of this Agreement.
33. EXECUTION IN COUNTERPARTS
This Agreement may be executed in any number of counterparts, each of which shall be
regarded as an original, all of which taken together shall constitute one and the same instrument
and any of the parties hereto may execute this Agreement by signing any such counterpart.
Section headings have been inserted in this Agreement as a matter of convenience of
reference only, and it is agreed that such section headings are not a part of this Agreement and
wi I I not be used in the interpretation of any provision of this Agreement.
"A person or affiliate who has been placed on the convicted vendor list following a
conviction for a ijwblic entitp crime may not submit a bid on a contract to t�rovide any ymme'smjo
services to a public entity, may not submit a bid on a contract with a public entity for the
construction or repair of a public building or public work, may not submit bids on leases of real
property to a public entity, may not be awarded or perform work as a Construction Manager,
supplier, subcontractor, or consultant under a contract with any public entity, and may not
transact business with any public entity in excess of the threshold amount provided in Section
287.017, for CATEGORY TWO for a period of 36 months from the date of being placed on the
convicted vendor list."
1111111199•M
This agreement has been carefully reviewed by Contractor and the County therefore, this
agreement is not to be construed against either party on the basis of authorship
The terms and conditions of the bid documents are incorporated by reference in this
contract agreement.
.4 KIM N role
The County's performance and obligation to pay under this agreement is contingent upon
an annual appropriation by the Board of County Commissioners. In the event that the County
funds on which this Agreement is dependent are withdrawn, this Agreement is terminated and
the County has no further obligation under the terms of this Agreement to the Contractor beyond
that already incurred by the termination date.
IN WITNESS WHEREOF, COUNTY and CONTRACTOR hereto have executed this
Agreement on the day and date first written above in four (4) counterparts, each of which shall,
without proof or accounting for the other counterparts, be deemed an original contract.
LEAVILIN, CLERK
Ydlerk'
////7//,5
TRACTO R:
§ignatciire Larry Dalton
Nov. 11, 2015
Date
Sigt tore �Jan Donoho
Elm
BOARD OF COU,1 I
OF MONROE COUN"I'VA' 5
By:
Date: 1111-7115
� " X—Xn
Signature of person authorized to
legally bind Corporation
Date: November 11 , 2015
Mark Castellano
Vice President, Branch Manager
Print Name and Title
2700 Avenue of the Americas
Address: Englewood, FL 34224
- I Ls/ -'Ci It
0 w w 0 EM.11V 0 Ellen 0113 'A
DATE:
ARRIVAL TIME: DEPARTURE TIME:
LOCATION:
PARTS AND MATERIALS COSTS
ITEM DESCRIPTION UNIT PRICE QUANTITY SUB -TOTAL
1
2
3
4
5
REFRIGERANTS COST LBS OF PER P08'r%[
PARTS, MATERIALS & REFRIGERANTS SUB -TOTAL
% INCREASE ON ABOVE PARTS, MATERIALS & REFRIGERANTS
FREIGHT CHARGE
TAX CHARGES
PARTS, MATERIALS & REFRIGERANTS TOTAL
I W.111 *1101 1111W.110 III
HOURS @ $_
HOURS 0a $
LABOR & EQUIPMENT TOTAL
R
DESCRIPTION OF WOR
M
R19
Date Authorized Signature / Title
Contra ' ctor must provide a copy of Invoice/Receipts for manufacturer's cost of parts, materials &
Refrigerants, freight for transportation/shipping costs, equipment rental amounts and services supplied by
others.