Loading...
02/16/2000 Agreement Jlannp 1... i&olbage BRANCH OFFICE 3117 OVERSEAS HIGHWAY MARAlHON, FLORIDA 33OSO 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 HlGHW A Y PLANTATION KEY, FLORIDA 33070 TEL. (305) 852-7145 FAX (305) 852-7146 MEMORANDUM DATE: March 1, 2000 TO: Reggie Paros, Director Public Safety Division ATTN: Stacy Devane, Executive Assistant Public Safety Division Pamela G. HancoC'~ Deputy Clerk U FROM: At the February 16, 2000, Board of County Commissioners meeting the Board granted approval and authorized execution of an Agreement between Monroe County and Wheeled Coach, Inc. for the purchase of one Type I, Year 2000, Ford Super Duty, Emergency Care Vebicle (Ambulance), in the total amount (not to exceed) $100,217.00, for use in Islamorada, Village of Islands. Enclosed please find a fully executed duplicate original of the above 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 /t? tI day of -~ ' 2000, A.D., by and between the Board of County 5 CJ Commissioners, of Monroe County, Florida, on behalf of Upper Keys Health C~~ Taxing District, hereinafter "COUNTY" and Wheeled Coach, hereinafter" ~~~ CONTRACTOR". g~: c::-....'" __ ::0 ...r" o ......e. WHEREAS: That the parties hereto, for the consideration hereafter set ~ . ,........-. mutually agree as follows: ;1' ~ I' tTI 1. 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 I Ambulance to the Board of County Commissioners of Monroe County, Florida, the Notice of Calling for Bids, dated February 20, 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$99,717.00, and additional $500.00 for a contingency fee, bringing the total cost of the vehicle to One-hundred thousand two-hundred seventeen dollars ($100,217.00). The contingency fee of$500.00, or any portion ofthe 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 Upper Keys Health Care Taxing District, Trauma Office, 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. 3. GENERAL PROVISIONS A. 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 0 ..." 0 r- :z > ,.,., :::0 0 I "TJ C) :::0 > ::0 :J: r'T1 a (") .. 0 -. ::;Q en c 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 ofthis 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 Upper Keys Health Care Taxing District, Trauma Office, 98600 Overseas Highway, Key Largo, FL 33037, for approval and processmg. 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. 2 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. 10. 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: Upper Keys Health Care Taxing District Trauma Office 98600 Overseas Highway Key Largo, Florida 33037 Contractor: Wheeled Coach 2737 North Forsyth Road Winter Park, FL 32792 12. ANTI DISCRIMINATION 3 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 oftheir 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 Attachment, which is attached hereto and incorporated herein as part of this Agreement. Each ofthe 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 4 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 Trauma 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 5 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 2.9 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 2.9. 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 2.9 ofthe specification. IN WITNESS WHEREOF, the parties hereto have executed this contract the day and year first above written. BOARD COUNTY COMMISSIONERS MONROE COUNTY, FLORIDA, ON BEHALF OF THE UPPER KEYS HEALTH ::~T~ MAYO HAIRMAN WITNESS: 6