01/19/2000 Agreement
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BRANCH OFFICE
3117 OVERSEAS HIGHWAY
MARAlHON, FLORIDA 33050
TEL. (305) 289-6027
FAX (305) 289-1745
CLERK OF THE CIRCUIT COURT
MONROE cOUNlY
500 WHITEHEAD STREET
KEY WEST, FLORIDA 33040
TEL. (305) 292-3550
FAX (305) 295-3660
BRANCH OFFICE
88820 OVERSEAS HIGHWAY
PLANTATION KEY, FLORIDA 33070
TEL. (305) 852-7145
FAX (305) 852-7146
MEMORANDUM
DATE:
January 25, 2000
TO:
Reggie Paros, Director
Public Safety Division
AITN:
Teresa Gorentz, EMS Chief
Public Safety Division
Pamela G. Hancocl~
Deputy Clerk tY
FROM:
At the January 19, 2000, Board of County Commissioner's meeting the Board granted
approval and authorized execution of an Agreement between Wheeled Coach for the purchase of
one 2000 E-450 type III Ambulance, for the total dollar amount of $82,059.00, inclusive of
trade-in allowance, for Key Largo Volunteer Ambulance Corp.
At the January 19, 2000, Board of Govemers meeting the Board granted approval and
authorized execution of a Computer Software Support Agreement for Lower and Middle Keys
Fire and Ambulance District, in the total amount of$I,040.00.
Enclosed please find fully executed duplicate originals for your handling. Should you have
any questions, please do not hesitate to contact tbis office.
Cc: County Administrator wlo document
County Attorney
Finance
File
AGREEMENT
. ,. THIS AGREEMENT made and entered into this I~P, day of
- . U l/" ~) A.D., by and between the Board of County
Commissioners, of onroe County, Florida, on behalf of Municipal Services Taxing
District No.6 hereinafter "County" and Wheeled Coach, hereinafter" CONTRACTOR".
WHEREAS: That the parties hereto, for the consideration hereafter set forth,
mutually agree as follows:
I. SCOPE OF WORK
The CONTRACTOR shall furnish all labor, materials, equipment, machinery,
tools, apparatus, and transportation and perform all other work as described in the
Specifications for a Type III Ambulance to the Board of County Commissioners
of Monroe County, Florida, the Notice of Calling for Bids, dated April 1, 1998,
and as described in the CONTRACTORS Original Bid Proposal; all of which are
hereto attached and made part of this agreement by reference.
2. CONTRACT SUM
A.
The COUNTY agrees to pay for the new ambulance in the manner as set
forth in the contract documents the base price of $92,059.00, and
additional $500.00 for a contingency fee, $10,500.00 trade in price for a
1994 Ford Ambulance 1426-199, bringing the total cost of the vehicle to
Eighty-two thousand and fifty-nine dollars ($82,059.00). The contingency
fee of $500.00, or any portion of the contingency fee not used, shall be
deducted from the final invoice to be paid to the CONTRACTOR within
30 working days after acceptance of the ambulance at the Monroe County
EMS Office, Marathon, Monroe County, Florida. Acceptance shall occur
after the unit is received, inspected and found to comply with
specifications, free of damage or defect and properly invoiced.
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~ERAL PROVISIONS
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QA.~ The CONTRACTOR agrees to indemnify the COUNTY and hold the
COUNTY harmless from and against all claims, damages, losses and
expenses, including reasonable attorneys' fees in any action arising out of
performance of the work herein, including bodily injury, illness or death,
or for property damage including loss of use, resulting from the
CONTRACTOR'S work.
B. The CONTRACTOR, warrants that it has not employed, retained or
otherwise had act on its behalf any former County officer or employee
subject to the prohibition of Section 2 of Ordinance No. 010-1990 or any
County officer or employee in violation of Section 3 of Ordinance No.
010-1990. For breach or violation of this provision the County may, in its
discretion, terminate this contract without liability and may also, in its
discretion, deduct from the contract or purchase price, or otherwise
recover, the full amount of any fee, commission, percentage, gift, or
consideration paid to the former County officer or employee.
4. CONTRACT TERM
A. The Contract shall commence on the date on which the Contract is signed
by the last party of the two parties signing the Contract. Delivery to be
within sixty-five calendar days after receipt of chassis.
B. The CONTRACTOR will not be held liable for delay in delivery caused
by strikes, inability to obtain materials or equipment, production or
manufacturing problems and all other causes beyond the
CONTRACTORS control. The CONTRACTOR shall not be liable for
any incidental damages caused by delays in delivery.
5. CONTRACTOR'S ACCEPTANCE OF CONDITIONS
The CONTRACTOR understands all provisions of this Contract and of the
Specifications and agrees to their sufficiency for the work to be done. Under no
circumstances, conditions or situations shall this Contract be more strongly
construed against the COUNTY than against the CONTRACTOR.
6. PARTIAL AND FINAL PAYMENT
A. The CONTRACTOR shall invoice the COUNTY, in accordance with the
pricing and terms as outlined in the contract documents. Invoices shall be
submitted to the Monroe County EMS Office, 490 63rd Street, Ocean,
Suite 170, Marathon, Florida 33050, for approval and processing.
B. All payments shall be made directly to the CONTRACTOR at the
CONTRACTOR office, 2737 North Forsyth Road, Winter Park, Florida
32792.
7. MODIFICATIONS AND AMENDMENTS
Any and all modifications of the goods required, and/or cost of goods to be
delivered shall be amended by an Agreement Amendment and such modification
shall not become effective until approved in writing by the COUNTY.
8. INDEPENDENT CONTRACTOR
At all times and for all purposes hereunder CONTRACTOR is an independent
contractor and not an employee of the COUNTY. No statement contained in this
Agreement shall be construed so as to find the CONTRACTOR or any of his /her
employees, contractors, servants, or agents to be employees of the COUNTY, and
they shall be entitled to none of the rights, privileges, or benefits of employees of
Monroe County.
9. COMPLIANCE WITH LAW
In providing all services pursuant to this Agreement, the CONTRACTOR shall
abide by all statutes, ordinances, rules and regulations pertaining to, or regulating
the provisions of such goods, including those now in effect and hereinafter
adopted. Any violation of said statutes, ordinances, rules or regulations shall
constitute a material breach of this Agreement and shall entitle the COUNTY, to
terminate this contract immediately upon delivery of written notice of termination
to the CONTRACTOR.
I O. SUBCONTRACTING/ASSIGNMENT
CONTRACTOR shall not assign, sublet, subcontract, sell or transfer any interest
in this contract without the prior written consent of the COUNTY, thereto.
11. NOTICE - GENERAL
Any notice or notices required or permitted to be given pursuant to this contract
may be personally served on the other party by the party giving such notice, or
may be served by certified mail, return receipt requested, to the following
addresses:
Emergency Medical Services Office
490 63rd Street
Marathon, Florida 33050
Contractor: Wheeled Coach
2737 North Forsyth Road
Winter Park, FL 32792
12. ANTI DISCRIMINATION
CONTRACTOR agrees they will not discriminate against any of their employees
or applicants for employment or against persons for any other benefit or service,
because of their race, color, religion, sex, or national origin, or physical or mental
handicap where the handicap does not affect the ability of an individual to
perform in a position of employment and to abide by all Federal and State laws
regarding non-discrimination.
13. NONWAIVER
Any waiver of any breach of covenants herein contained to be kept and performed
by the CONTRACTOR shall not be deemed or considered as a continuing waiver
and shall not operate to bar or prevent the COUNTY from declaring a forfeiture
for any succeeding breach either of the same conditions or covenants or
otherwise.
14. CONTRACTOR - GENERAL
The CONTRACTOR warrants that it is authorized by law to engage in the
performance of the activities encompassed by the program herein described,
subject to the terms and conditions set forth in the Specifications, which are
attached hereto and incorporated herein as part of this Agreement.
Each of the signatories for the CONTRACTOR, below, certifies and warrants
that:
A. The CONTRACTOR'S name in this Agreement is the full name as
designated in its corporate charter, if CONTRACTOR is a corporation;
otherwise CONTRACTOR'S name is the business entity, whether
partnership or sole proprietorship, under which CONTRACTOR normally
conducts business.
B. They are empowered to act and contract for the CONTRACTOR, and
C. This Agreement has been approved by the Board of Directors of
CONTRACTOR, if the CONTRACTOR is a corporation.
D. A person or affiliate who has been placed on the convicted vendor list
following a conviction for public entity crime may not submit a bid on a
contract to provide any goods or 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 public entity, may not be awarded or perform work as a
contractor, 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 of36 months from date of being placed
on the convicted vendor list.
15. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement of the parties hereto with respect
to the subject matter hereto and superseded any and all prior agreements with
respect to such subject matter between CONTRACTOR and the EMS Office or
the COUNTY.
16. CONSENT TO JURISDICTION
This Agreement, its performance, and all disputes arising hereunder, shall be
governed by the laws of the State of Florida, and both parties agree that a proper
venue for any action shall be Monroe County.
17. CONDITIONS OF TERMINATION
A. The performance of work or provision of goods under this agreement may
be terminated, delayed, or temporarily suspended by the COUNTY, in
whole or in part, from time to time, wherever the COUNTY shall
determine that such termination is in the best interest of the COUNTY.
The COUNTY shall pay all reasonable costs incurred by the
CONTRACTOR up to the time of termination, and all reasonable costs to
the CONTRACTOR associated with termination.
B. If the CONTRACTOR fails to fulfill the terms of this agreement, or
attachments, properly or on time, or otherwise violates the provisions of
the agreement or of applicable laws or regulations governing the use of
funds, the COUNTY may terminate the contract by written notice of 15
days. The notice shall specify cause. The COUNTY shall pay the
CONTRACTOR fair and equitable compensation for expenses incurred
prior to termination of the agreement, less any amount of damages caused
by the CONTRACTOR'S breach. If the damages are more than
compensation payable, the CONTRACTOR will remain liable after
termination and the COUNTY can affirmatively collect damages.
18. INSPECTION AND CORRECTIONS
The COUNTY shall have the right to inspect the ambulance at the factory and at
the time and place of delivery. Time limited on acceptance and discrepancy
correction shall be as stated in section 2.11.2 of attached Specification. In the
event of any claimed defects in the chassis or deviations from specifications, the
CONTRACTOR shall have the necessary time to inspect the ambulance and make
any necessary changes or corrections. In the event of any defect in the chassis,
the CONTRACTOR, as agent for the COUNTY, shall contact the manufacturer
of the chassis and advise them of any necessary changes or corrections needed.
The COUNTY may elect to contact the chassis manufacturer directly with regard
to defects or deviations from specifications. Nothing in this paragraph shall affect
any warranties for the ambulance, patent and royalty indemnification, or any other
obligation of the CONTRACTOR under this agreement (including the
Specifications which are a part hereof) extending beyond the date of the
COUNTY'S acceptance of the ambulance.
19. WARRANTY
A. The warranties that are stated in section 2.21 of the specifications are the
only warranties given under this contract and the CONTRACTOR
disclaims all other warranties, both express and implied, including any
implied warranty of merchantability or fitness for a particular purpose.
The COUNTY'S remedies for breach of warranty are limited to those set
forth in section 2.21. The CONTRACTOR shall not be liable for
incidental or consequential damages resulting :from a breach of any
warranty.
B. The CONTRACTOR does not warrant the chassis and COUNTY must
look to the chassis manufacturer for any warranties other than those
specifically called for in section 2.21 of the specification.
IN WITNESS WHEREOF, the parties hereto have executed this contract the day
and year first above written.
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'<"<<~\-TTEST: Danny L. Kolhage, Clerk
Ci-J:~D'~,
OC"ERK
BOARD OF COUNTY COMMISSIONERS
MONROE COUNTY, FLORIDA, ON
BEHALF OF MUNICIPAL SERVICES
TAXING DISTRICT NO.6
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BY:
MA YO CHAIRMAN
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WITNESS:
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