01/16/2008 Agreement
DANNY L. KOLHAGE
CLERK OF THE CIRCUIT COURT
DATE:
January 31,2008
TO:
Dent Pierce, Director
Public Works Division
ATTN:
Beth Ieto, Assistant Director
Public Works Division
~
FROM:
Isabel. C. DeSantis, D. C.
At th" January 16, 2008, Board of County Commissioner's meeting the Board granted
approval and authorized execution of the following:
IContract between Momoe County and Mowrey Elevator Service, Inc. doing business as
Oracle Elevator Company of Florida for complete elevator service maintenance for Momoe
County.
Contract Amendment and Renewal Agreement between Momoe County and Master
Mechanical Services, Inc. for the central air conditioning maintenance and repair for the Upper
Keys Faciliti<:s.
Enclosed is a duplicate original of each of the above-mentioned for your handling.
Should you have any questions please do not hesitate to contact this office.
cc: County Attorney
Finamf
File .I
COMPLETE ELEVATOR SERVICE MAINTENANCE
MONROE COUNTY, FLORIDA
AGREEMENT
FOR
COMPLETE ELEVATOR SERVICE MAINTENANCE
MONROE COUNTY, FLORIDA
This Agreement is made and entered into this /&.;{ day of ~ ' 200f,'
between MONROE COUNTY, FLORIDA ("COUNTY"), a pol 'cal subdiv' on of the
State of Florida, whose address is 1100 Simonton Street, Key West, Florida 33040, and
MOWREY ELEVATOR SERVICE, INC., a Florida corporation, whose address is 2315
Stirling Road, F011 Lauderdale, Florida 33313, D/B/A ORACLE ELEVATOR
COMPANY OF FLORIDA ("CONTRACTOR").
WHEREAS, COUNTY desires to provide complete elevator service maintenance
for Monroe County facilities, and
WHEREAS, CONTRACTOR desires and is able to provide complete elevator
service maintenance to Monroe County facilities; and
WHEREAS, it serves a legitimate public purpose for CONTRACTOR to provide
complete elevator service maintenance to Monroe County, now therefore,
IN CONSIDERATION of the mutual promises and covenants contained herein,
it is agreed as follows:
I. THE AGREEMENT
The Agreement consists of this document and its exhibits only.
2. SCOPE OF THE WORK:
A. The Contractor shall nllnish all labor and equipment, including emergency
telephone monitoring to 911 dispatch, to provide routine examination, lubrication,
cleaning, adjustment, replacement of pm1s, and perf0l111anCe of applicable code-required
safety tests on traction elevators or annual relief pressure tests on hydraulic elevators and
any other service, repair, and maintenance sufficient to ensure the safe operation of the
elevators in accordance with Florida Statute Chapter 399 and the Elevator Safety Code
for Elevators and Escalators ASME AI7.!.
B. The Contractor shall be a Certificate of Competency Holder for the service
maintenance contract in accordance with the revised Florida Statue Section 399.061 for
required inspections.
C. The Contractor shall respond within four hours of notification of service,
twenty- four hours per day, seven days per week. The Contractor shall provide a contact
person to ensure twenty-four hour service.
Agreemen:~
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COMPLETE ELEVATOR SERVICE MAINTENANCE
MONROE COUNTY, FLORIDA
D. The Contractor shall respond and rectify all deficiencies as deemed
necessary by the Bureau of Elevator Inspection within thiliy days of notification.
E. The Contractor shall ensure that machine rooms are kept in a clean and safe
manner at all times.
F. The Contractor shall abide by the Rules and Regulations for Contractors at
the Monroe County Detention Facilities when servicing same.
G. Momoe County Elevators to be serviced are as follows:
Serial Facility Address #
Number Landings
3998 Monroe County Courthouse Annex 502 Whitehead Streel, Key West 4
37419 Monroe County Courthouse Annex 502 Whitehead Street, Key West 4
3764] Plantation Key Courthouse US #1 and Highpoint Road, Plantation Key 2
39503 1. Lancelot Lester Justice Building 530 Whitehead Street, Kev West 3
40616 Plantation Kev Eliis Building 88800 Oyerseas Highway, Plantation Key 2
46473 Marathon Government Center 2798 Overseas Highwav, Marathon 2
46502 Monroe County Courthouse Annex 502 Whitehead Streel, Key West 3
46899 Monroe County Detention Center 5510 Coliege Rnad, Stock Island 3
46900 Monroe County Detention Center 5510 Co liege Road, Stock Island 3
46945 Records Storage Facility 530 Whitehead Street, Key West 3
47143 Monroe County Detention Center 5510 College Road. Stock Island 2
47144 Monroe County Detention Center 5510 Co liege Road, Stock Island 2
47274 Monroe County Detention Center 5510 Coliege Road, Stock Island 2
47275 Monroe County Detention Center 5510 Coliege Road, Stock Island 2
47276 Monroe County Detention Center 5510 Colieoe Road, Stock Island 2
47834 Marathon Airnort 9400 Overseas HiO'hway, Marathon 2
50030 Sherifrs Administration Building 5525 College Road, Stock Island 3
50031 Sherifrs Administration Building 5525 College Road, Stock Island 3
51768 Harvey Govemment Center 1200 Truman A venue. Key West 3
56110 Plantation Key Detention Facility 53 Highpoint Road, Plantation Kev 2
56216 Key West Courthouse Dumbwaiter 500 Whitehead Street, Key West 3
56599 ARFF Building - Key West Kev West I11te111ational Ai1]JOlt 2
56691 Monroe County Courthouse 500 Whitehead Street, Key West 4
60239 Gato BuildinO' 1100 Simonton Street, Key West 2
61607 Department of Juvenile Justice 5525 Coliege Road, Stock Island 3
61608 Department of Juvenile Justice 5525 College Road, Stock Island 3
74025 Sheriffs Aviation Hangar 10100 Oyerseas Highway, Marathon 2
Freeman Justice Center
The Contractor shall be responsible to obtain any necessary permits during the term of
this contract.
3, :rHE CONTRACT SUM
The County shall pay to the Contractor for the perfonnance of said service on a per
month in an'ears basis on or before the 301h day of the following month in each of twelve
months. The Contractor shall invoice the County monthly for elevator service and
Agreement
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COMPL.ETE EL.EVATOR SERVICE MAINTENANCE
MONROE COUNTY, FL.ORIDA
maintenance performed under the Specification contained herein. The Contractor amount
shall be as stated by the contractors bid as follows:
Serial Facility # Capacity Amount per Amount per
Number Landings Lb, Month Inspection
3998 Monroe County Courthouse Annex 4 "500 $88.00 $200.00
37419 Monroe County Courthouse Annex 4 4000 $88.00 $200.00
37641 Plantation Kev Courthouse 2 2500 $88.00 $200.00
39503 J. Lancelot Lester Justice Building 3 2000 $88.00 $200.00
40616 Plantation Key Ellis Building 2 2100 $88.00 $200.00
46473 Marathon Government Center 2 3500 $88.00 $200.00
46502 Monroe County Courthouse Annex 3 4000 $88.00 $200.00
46899 Monroe County Detention Center 3 4000 $88.00 $200.00
4690G Monroe County Detention Center 3 4000 $88.00 $200.00
46945 Records Storage Facility 3 4000 $88.00 $200.00
47143 Monroe County Detention Center 2 2500 $88.00 $200.00
47144 Monroe County Detention Center 2 2500 $88.00 $200.00
47274 Monroe County Detention Center 2 4000 $88.00 $200.00
4727:5 Monroe County Detention Center 2 2500 $88.00 $200.00
47276 Monroe County Detention Center 2 2500 $88.00 $200.00
47834 Marathon Airport 2 2000 $88.00 $200.00
50030 Sheriffs Administration Building 3 3500 $88.00 $200.00
50031 Sheriffs Administration Building 3 3500 $88.00 $200.00
51768 Harvey Government Center 3 2500 $88.00 $200.00
56110 Plantation Kev Detention Facility 2 750 $88.00 $200.00
56599 ARFF Building - Kev West 2 2500 $88.00 $200.00
56216 Key West Courthouse Dumbwaiter 3 150 $88.00 $200.00
56691 Monroe County Courthouse 4 2500 $88.00 $200.00
60239 Gato Building 2 2100 $88.00 $200.00
61607 Department of Juvenile Justice 3 4500 $88.00 $200.00
61608 Department of Juvenile Justice 3 4500 $88.00 $200.00
74025 Sheriffs Aviation Hangar 2 2000 $88.00 $200.00
Freeman Justice Center
B. Repairs for normal working hours beyond the $500.00 limit (as defined below)
between 8:00 a.m. and 5:00 p.m. Monday through Friday excluding holidays shall be $136.00
per hour.
In any month in which the total for Repairs (as defined above) does not
exceed $500.00, the Contractor will not invoice said amount to County and will be
responsible for said amount.
In any month in which Repairs (as defined above) exceed $500.00, the
Contractor will invoice and the County will pay the full amount stated on the invoice.
c. Enlergency service calls after hours stated above including holidays shall
be $231.20 per hour.
Agreement
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COMPLETE ELEVATOR SERVICE MAINTENANCE
MONROE COUNTY, FLORIDA
D. The cost of pm1s beyond those included in the $500.00 limit as described
above shall be the manufacturers cost plus 30%. The cost of parts below the $500.00
limit shall be the manufacturers cost plus 30";'.. The manufacturer's invoice must
accompany all requests for payment for any pm1 which exceeds $500.00, and may be
requested at the discretion of the Senior Director, Public Facilities Maintenance, or his
designee, for any pm1, regardless of the cost. Freight invoices over $500.00 must
accompany all orders that require shipping or transp0l1ation of parts whether the pm1 is
under wananty or not, and may be requested at the discretion of the Senior Director,
Public Facilities Maintenance, or his designee, for any freight charge, regardless of the
cost associated therewith,
4. 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.
COUNTY shall pay in accordance with the Florida Local Govermnent.Prompt Payment
Act; payment will be made after delivery and inspection by COUNTY and upon
submission of a proper invoice by CONTRACTOR.
B. CONTRACTOR shall submit to COUNTY invoices with supporting
documentation acceptable to the Clerk, on a monthly schedule in anears. Acceptability
to the Clerk is based on generally accepted accounting principles and such laws, rules and
regulations as may govern the Clerk's disbursal of funds.
C. Expenses for travel, lodging, per diem and other authorized expenses shall
be paid pursuant to Florida Statute 112.061 and Momoe County Ordinance.
5. TERM OF AGREEMENT
This Agreement shall commence on November 29 ,2007 and ends upon
November 28 , 2008 unless ternlinated 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 tenns and conditions mutually agreeable to the pm1ies, exercisable
upon written notice given at least 30 days prior to the end of the initial tenn. Unless the
context clearly indicates otherwise, references to the "tenn" of this Agreement shall mean
the initial tenn of one (I) year.
The Contract amount shall be adjusted annually in accordance with the percentage
change in the U.S. Depm1ment of COlmnerce Consumer Price Index (Cpr-U) for all
Urban Consumers as rep0l1ed by the U.S. Bureau of Labor Statistics and shall be based
upon the CPI - U computation at December 31 of the previous year.
Agreement
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COMPLETE ELEVATOR SERVICE MAINTENANCE
MONROE COUNTY, FLORIDA
5. ACCEPTANCE OF CONDITIONS BY CONTRACTOR
CONTRACTOR has, and shall maintain throughout the term of this Agreement,
appropriate licenses. Proof of such licenses and approvals shall be submitted to the
COUNTY upon request.
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 pmty to this Agreement or their authorized
representatives shall have reasonable and timely access to such records of each other
pmty to this Agreement for public records pUlposes during the tem1 of the Agreement and
for four years following the tenl1ination of this Agreement. If an auditor employed by the
COUNTY or Clerk detenl1ines that monies paid to CONTRACTOR pursuant to this
Agreement were spent for pUlposes 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
The COUNTY and CONTRACTOR shall allow aJ1d permit reasonable access to, and
inspection of, all documents, papers, letters or other 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 Agreement; and
the COUNTY shall have the right to unilaterally cancel tlllS Agreement upon violation of
this provision by CONTRACTOR.
8. HOLD HARMLESS AND INSURANCE
CONTRACTOR covenants and agrees to indemnify and hold hanl1less Mom-oe County
Board of County Commissioners from any aJ1d all claims for bodily injury (including
death), personal injUlY, and property damage (including propelty owned by Mom-oe
County) and any other losses, damages, and expenses (including attomey's fees) which
arise out of, in cOlmection with, or by reason of services provided by CONTRACTOR
occasioned by the negligence, errors, or other wrongful act of omission of
CONTRACTOR, its employees, or agents.
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 with the requirements of this section shall be cause for inU11ediate termination of
this agreen1ent.
Prior to execution of this agreement, CONTRACTOR shall fumish the COUNTY
Celtificates of Insurance indicating the minimum coverage limitations in the following
amounts:
Agreement
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COMPLETE ELEVATOR SERVICE MAINTENANCE
MONROE COUNTY, FLORIDA
WOR[(ERS COMPENSATION AND EMPLOYER'S LIABILTIY INSURANCE.
Where applicable, coverage to apply for all employees at a 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 $100,000.00 per occurrence, combined single limit for Bodily Injury
Liability and Propeliy Damage Liability. Coverage shall include all owned vehicles, all
non-owned vehicles, and all hired vehicles, If single limits are provided, the minimum
acceptable limits are $100,000.00 per person, $300,000.00 per occurrence, and
$50,000.00 propeliy damage. Coverage shall include all owned vehicles, all non-owned
vehicles, and all hired vehicles.
COMMERCIAL GENERAL LIABILITY. COlllillercial general liability coverage with
limits of liability of not less than $300,000.00 per OCCUlTence combined single limit for
Bodily Injury Liability and Propeliy Damage Liability.
CERTIFICATES OF INSURANCE. Original Celiificates 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
qualifi<ed 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
officiaIs, employees, agents and volunteers.
9.
NON-WAIVER OF IMMUNITY 11ft.
., Clo. 400
Notwithstanding the provisions of Sec. 2g9.1~, Florida Statutes, the paJilclpation of
COUNTY and CONTRACTOR in this Agreement and the acquisition of any commercial
liability insurance coverage, self-insurance coverage, or local govel1unent liability
insurance pool coverage shall not be deemed a waiver of illlinunity 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
and not an employee of the Board of County Commissioners of Monroe COUNTY. No
statement contained in this agreement shall be constlUed so as to find CONTRACTOR or
any of his employees, subs, servants, or agents to be employees of the Board of County
Commissioners ofMomoe COUNTY.
11. NONDISCRIMINATION
The patiies agree that there will be no discrimination against any person, and it is
expressly understood that upon a detennination by a comi of competent jurisdiction that
discrimination has OCCUlTed, this Agreement automatically tenninates without any fmiher
Agreement
2-6
October 2007
COMPLETE ELEVATOR SERVICE MAINTENANCE
MONROE COUNTY, FLORIDA
action on the part of any party, effective the date of the COUlt order. The pmties agree to
comply with all Federal and Florida statutes, and all local ordinances, as applicable,
relating to nondiscrimination. These include but are not limited to: I) Title VII of tbe
Civil Rights Act of 1964 (PL 88-352), which prohibit discrimination in employment on
the basis of race, color, religion, sex, and national origin; 2) Title IX of the Education
Amendment of 1972, as amended (20 USC 9!j1681-1683, and 1685-1686), which
prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of
1973, as amended (20 USC 9 794), which prohibits discrimination on the basis of
handicaps; 4) The Age Discrimination Act of 1975, as amended (42 USC !j!j6101-6107),
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, !jS 523 and 527 (42 USC 9!j690dd-3 and 290ee-3), as amended,
relating to confidentiality of alcohol and drug abuse patent records; 8) Title VIII of the
Civil Rights Act of 1968 (42 USC SS 3601 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 SS 1201), as amended from time to time, relating to
nondiscrimination in employment on tbe basis of disability; 10) Monroe County Code
Chapter 13, AIticle VI, which prohibits discrimination on the basis of race, color, sex,
religion, national origin, ancesl1y, sexual orientation, gender identity or expression,
familial status or age; and II) any other nondiscrimination provisions in any federal or
state statutes which may apply to the parties 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, which approval shall be subject to such conditions
and provisions as the Board may deem necessmy. This paragraph shall be incorporated
by reference into any assigmnent 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 mmmer or event be deemed to impose any additional obligation upon
the board.
13. COMPLIANCE WITH LAW AND LICENSE REOUlREMMENTS
In providing all services/goods pursuant to this agreement, CONTRACTOR shall abide
by all laws of the Federal and State govermnent, ordinances, rules and regulations
peltaining 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 govermllent. Ally violation of said statutes,
ordinances, rules and regulations shall constitute a material breach of this agreement and
shall entitle the Board to tel111inate this Agreement. CONTRACTOR shall possess
proper licenses to perfonn work in accordance with these specifications throughout the
tenn of this Agreement.
Agreement
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October 2007
COMPLETE ELEVATOR SERVICE MAINTENANCE
MONROE COUNTY, FLORIDA
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 cont1ict in
any manner with the perf01111ance 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, cont1icting 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 wan"ant 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, percentage, gift, or other consideration contingent
upon or resulting from the award or making of this Agreement. For the breach or
violation of the provision, the CONTRACTOR agrees that the COUNTY shall have the
right to tenninate this Agreement without liability and, at its discretion, to offset from
monies owed, or otherwise recover, the full amount of such fee, commission, percentage,
gift, or consideration.
15. NO PLEDGE OF CREDIT
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 fonn of
indebtedness. CONTRACTOR further warrants and represents that it has no obligation
or indebtedness that would impair its ability to fulfill the ten11S ofthis contract.
16. NOTICE REOUlREMENT
Any notice required or permitted under this agreement shall be in wntmg and hand
delivered or mailed, postage prepaid, to the other p31iy by ce11ified mail, returned receipt
requested, to the following:
FOR COUNTY:
Monroe County
Facilities Maintenance Department
3583 South Roosevelt Boulevard
Key West, FL 33040
FOR CONTRACTOR:
AI~-d't\ \,c<"-"'I (<:''7>4)411'>-<11\10
()"",.\p F'.1",<\\,.,.r (o.v-.\,~",--{
2"\"0 S"'\I"\~ 'i7~<>S'Jl
I='\,I-<."""...<<.k.\t. )::i ?'-"31~
Agreement
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October 2007
COMPLETE ELEVATOR SERVICE MAINTENANCE
MONROE COUNTY, FLORIDA
17. TAXES
COUNTY is exempt from payment of Florida State Sales and Use taxes,
CONTRACTOR shall not be exempted by vil1ue 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.
18. TERMINATION
a. The COUNTY may terminate this Agreement with or without cause prior to
the commencement of work.
b. 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 perf 01111 the obligations enumerated under this
Agreement.
c. Either of the pm1ies hereto may cancel this agreement without cause by
giving the other pm1y sixty (60) days written notice of its intention to do so with neither
pm1y having any further obligation under the tel111 s of the contract upon termination.
19. GOVERNING LAW. VENUE. INTERPRETATION. COSTS. AND FEES
This Agreement shall be govemed 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 Monroe County, Florida.
20. MEDIATION
The COUNTY and CONTRACTOR agree that, in the event of conflicting interpretations
of the tel111S or a telm 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 custommy
procedures required by the circuit co1ll1 of Monroe County.
21. SEVERABILITY
If any tel111, 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 co1ll1 of competent jurisdiction, the remaining tel111s, 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
tel111s, covenants, conditions and provisions of this Agreement would prevent the
Agreemenl
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October 2007
COMPI_ETE ELEVATOR SERVICE MAINTENANCE
MONROE COUNTY, FLORIDA
accomplishment of the original intent of this Agreement. The COUNTY and
CONTRACTOR agree to reform tbe Agreement to replace any stricken provision with a
valid provision that comes as close as possible to tbe intent of the stricken provision.
22. ATTORNEY'S FEES AND COSTS
COUNTY and CONTRACTOR agree tbat in the event any cause of action or
administrative proceeding is initiated or defended by any palty relative to the
enforcement or interpretation of this Agreement, tbe prevailing pmty shall be entitled to
reasonable attomey's fees in both trial and appellate proceedings. Each palty agrees to
pay its own COUlt costs, investigative, and out-of-pocket expenses whether it is the
prevailing party or not, through all levels of the court system.
23. ADJUDICATION OF DISPUTES OR DISAGREEMENTS
COUNTY and CONTRACTOR agree that all disputes and disagreements shall be
attempted to be resolved by meet and confer sessions between representatives of each of
COUNTY and CONTRACTOR. If the issue or issues are still not resolved to the
satisfaction of COUNTY 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 fomlation, execution, performance, or breach of this Agreement,
COUNTY and CONTRACTOR agree to participate, to the extent required by the other
palty, in all proceedings, hearings, processes, meetings, and other activities related to the
substance of this Agreement or provision of the services under this Agreement.
COlTh'TY and CONTRACTOR specifically agree that no palty to this Agreement shall
be required to enter into any arbitration proceedings related to this Agreement.
25. BINDING EFFECT
The tenus, covenants, conditions, and provisions of this Agreement shall bind and inure
to the benefit of COUNTY and CONTRACTOR and their respective legal
representatives, successors, and assigns.
26. AUTHORITY
Each palty represents aJ1d Walnnts to the other that the execution, delivelY and
performance of this Agreement have been duly authorized by all necessmy COUNTY
and corporate action, as required by law.
27. CLAIMS FOR FEDERAL OR STATE AID
CONTRACTOR and COUNTY agree that each shall be, and is, empowered to apply for,
seek, and obtain federal and state funds to fUlther the purpose of this Agreement;
Agreement
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October 2007
COMPLETE ELEVATOR SERVICE MAINTENANCE
MONROE COUNTY, FLORIDA
provided that all applications, requests, grant proposals, and funding solicitations shall be
approved by each pmiy prior to submission.
28. PRIVILEGES AND IMMUNITIES
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 perfon11ing their respective functions under this
Agreement within the telTitoriallimits 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 telTitoriallimits of the COUNTY,
29. LEGAL OBLIGATIONS AND RESPONSIBILITIES
This Agreement is not intended to, nor shall it be construed as, relieving any pmiicipating
entity from any obligation or responsibility imposed upon the entity by law except to the
extent of actual and timely perf0l111anCe thereof by any pmiicipating entity, in which case
the perfon11ance 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
delegaltion of the constitutional or statutory duties of fhe COUNTY, except to the extent
pen11it1:ed by the Florida constitution, state statute, and case law,
30. NON-RELIANCE BY NON-PARTIES
No person or entity shall be entitled to rely upon the ten11s, 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 infon11, counsel, or otherwise
indicate fhat any pmiicular individual or group of individuals, entity or entities, have
entitleraents or benefits under this Agreement separate and apmi, inferior to, or superior
to the community in general or for the pUlposes contemplated in this Agreement.
31. ATTESTATIONS
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 or employee of Monroe County in his or her
individual capacity, and no member, officer, agent or employee of Monroe County shall
be liable personally on this Agreement or be subject to any personal liability or
accountability by reason of the execution of this Agreement.
Agreemenl:
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October 2007
COMPLETE ELEVATOR SERVICE MAINTENANCE
MONROE COUNTY, FLORIDA
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.
34. SECTION HEADINGS
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 will not be used in the interpretation of any provision of this Agreement.
35. PUBLIC ENTITY CRIME INFORMATION STATEMENT
A person or affiliate who has been placed on the convicted vendor list following a
conviction for a public entity crime may not submit a bid on a contract to provide any
goods or services to 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 properiy to a public entity, may not be awarded or perfonn 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 of36
months from the date of being placed on the convicted vendor list."
36. PRIVILEGES AND IMMUNITIES
All of the privileges and immunities fi'om 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 perfonning their respective functions under this
Agreement within the teITitoriallimits of the County shall apply to the same degree and
extent to the perfonnance of such functions and duties of such officers, agents,
volunteers, or employees outside the teITitoriallimits of the County.
37. LEGAL OBLIGATIONS AND RESPONSIBILITIES AND NON-
DELEGATION OF CONSTITUTIONAL OR STATUTORY DUTIES
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 perfO/mance thereof by any pmticipating entity, in which case
the perfonnance 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.
Agreemenl
2-12
October 2007
COMPLETE ELEVATOR SERVICE MAINTENANCE
MONROE COUNTY, FLORIDA
38. MUTUAL REVIEW
This agreement has been carefully reviewed by Contractor and the County therefore, this
agreement is not to be construed against either pm1y on the basis of authorship,
39. INCORPORATION OF BID DOCUMENTS
The terms and conditions of the bid documents are incOll1orated by reference in this
contract agreement.
40. ANNUAL APPROPRIATION
The County's performance and obligation to pay under this agreement is contingent upon
an annual appropriation by the Board of County COlmnissioners, In the event that the
County funds on which this Agreement is dependent are withdrawn, this Agreement is
tel111inated and the County has no fUl1her obligation under the tenns of this Agreement to
the Contractor beyond that already incuned by the tennination date,
IN WITNESS WHEREOF, COUNTY and CONTRACTOR hereto have executed
this Agreement on the day and date first written above in four (4) counterpa11s, each of
y...~tfSh<tlJ, without proof or accounting for the other counterpm1s, be deemed an
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TY COMMISSIONERS
TY, FLOIDA
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Agreement
2-13
October 2007
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Telephone Numbe,:
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