07/16/2008 Agreement
DANNY L. KOLHAGE
CLERK OF THE CIRCUIT COURT
DATE:
September 26, 2008
TO:
Dent Pierce, Director
Public Works Division
ATTN:
Beth Leto, Assistant Director
Public Works Division
FROM:
Isabel C. DeSantis, , D. C.
At the July 16, 2008, Board of County Commissioner's meeting the Board approved the
following:
C 14 Board granted approval to renew and authorized execution of a Renewal Agreement
between Monroe County and Weathertrol Maintenance Corp. for central air conditioning
maintenanc,e and repair for the Lower Facilities.
C 16 Board granted approval to award bid and authorized execution of a Contract between
Monroe County and Weathertrol Maintenance Corp. for a full maintenance program for the two
centrifugal <:hillers at Jackson Square.
Enclosed are fully executed duplicate originals of the above-mentioned for your handling.
Should you have any questions please do not hesitate to contact this office. Thank You.
cc: County Attorney
Finance
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FULL MAIINTEINAINCE PROGRAM - CHILLER SYSTEMS, JACKSOIN SQUARE, KEY WEST
MOINROE COUINTY, FLORIDA
AGREEMENT FOR
FULL MAINTENANCE PROGRAM - CHILLER SYSTEMS
JACKSON SQUARE, KEY WEST
MONROE COUNTY, FLORIDA
This Agreement is made and entered into this Ju f!-- day of , 2008,
between MONROE COUNTY, FLORIDA ("COUNTY"), a po ical ubdivision of the
State of Florida, whose address is 1100 Simonton Street, Key West, Florida 33040, and
WEATHERTROL MAINTENANCE CORP. ("CONTRACTOR"), a Florida
corporation, whose address is 7250 NE 4th Avenue, Miami, Florida 33130.
WHEREAS, COUNTY desires to have a full maintenance program - chiller
systems located at Jackson Square, Key West, and
WHEREAS, CONTRACTOR desires and is able to provide a full maintenance
program for the chiller systems at Jackson Square, Key West; and
WHEREAS, it serves a legitimate public purpose for CONTRACTOR to provide
a full maintenance program for the Jackson Square chiller system, now therefore,
IN CONSIDERATION of the mutual promises and covenants contained herein,
it is agr€:ed as follows:
1. THE AGREEMENT
The Agreement consists of this document, the bid documents and the exhibits only.
2. SCOPE OF THE WORK:
The Contractor shall furnish all labor, materials, equipment, tools, transportation,
, . J s~ices, and incidentals, and perform all the work necessary in accordance with
:}. 1~ specifications entitled:
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FULL MAINTENANCE PROGRAM
CHILLER SYSTEMS - JACKSON SQUARE, KEY WEST
MONROE COUNTY, FLORIDA
Provide a complete program of preventive maintenance in accordance
with all guidelines issued by the manufacturer(s) on the systems and
equipment listed as follows:
Agreement
1
April 2008
FULL MAINTENANCE PROGRAM - CHILLER SYSTEMS, JACKSON SQUARE, KEY WEST
MONROE COUNTY, FLORIDA
EQUIPMENT TYPE QTY. MODEL # NOTES
MANUFACTURER
COOLING TOWERS 2
CONDERSER WATER 2 15 HP
PUMPS
CHILLED WATER PUMPS 2 15 HP
FRESH AIR AHU 1 15TON
CENTRIFUGAL CHILLER 2 YORK YTG1A3B2 217 TONS
I. Total Service Coverage. Contractor to provide all parts and labor
required to keep the equipment in proper operating condition to protect
against unpredictable repair expenditures as well as ensure reliability
and efficiency.
Repairs shall be based on the fee schedule rates for labor and materials
as outlined in the contract.
n. 24-Hour Emergeucy Service. 7 days a week. Technicians to
respond twenty-four hours a day, seven days a week to ensure proper
and reliable operation of items as listed and designated for the systems
and equipment listed above.
In the event of an operational failure, emergency response time shall
be no greater than eight (8) hours from County notification to be on
site.
iii. Inspections. Five inspections per year and 2!!.!Lannual shutdown
inspection on the equipment covered by this agreement.
IV. Refrigerant Conservation Services. Certified Technicians will need
to perform additional leak detection activities and other services,
including the use of storage and recycling equipment, in order to
ensure compliance with the Clean Air Act and other state and local
regulations on all items containing CFC and HCFC refrigerants listed
above.
v. Additional Services. When requested by the County, the Contractor
to provide a written report of findings, corrective actions, and
recommendations and shall invoice the County at the fee schedule
rates for labor as specified in the contract.
B. Annual Preventive Maintenance & InsDection Prol!ram for Chillers
The following tasks are performed once a year during a shutdown period in
order to properly evaluate the equipment status and prepare the unit for the
next cooling season:
2
April 2008
Agreement
FULL MAINTENANCE PROGRAM - CHILLER SYSTEMS, JACKSON SQUARE, KEY WEST
MONROE COUNTY, FLORIDA
I. Checking the Compressor~Motor Assembly for the following
items and performing PM tasks as indicated:
a. Recording Voltages and Amperes
b. Meging and recording motor winding resistance
c. Lubricating open motor
d. Checking the alignment on open motor drive units
e. Checking the coupling
f. Checking seals
g. Checking inlet vane operator and linkage; Lubricating
where required
II. Checking the Compressor Oil System for the following items:
a. Conducting analysis on oil at an independent laboratory
b. Changing oil on Centrifugal units based on oil analysis
results, oil filter and dryer on all units.
c. Checking oil pump, seal and motor
d. Checking heater and thermostat
e. Checking all other oil system components including cooler,
strainer and solenoid valve where applicable.
iii. Checking Motor Starter and performing the following tasks:
a. Running diagnostic check
b. Cleaning contacts or recommending replacement
c. Checking linkage
d. Meging motor
e. Checking all terminals and tightening connections
f. Checking overloads, and calibrating
g. Cleaning or replacing air filter where required
h. Dry running starter (or before start-up); checking status
lights
IV. Review the New Graphic Control Panel for the following items:
a. Running diagnostic check of Micro Control Panel
b. Checking safety shutdown operation
c. Checking all terminals and tightening connections
d. Checking Display Data accuracy and set points
v. For Centrifugal Chillers: Reviewing the Purge Unit for the
following items:
3
April 2008
Agreement
FULL MAINTENANCE PROGRAM - CHILLER SYSTEMS, JACKSON SQUARE, KEY WEST
MONROE COUNTY, FLORIDA
a. Inspecting the operation of the unit
b. Changing oil
c. Cleaning the sight glasses
d. Cleaning orifice in the liquid feedline to coil
e. Cleaning the foul gas strainer
f. Cleaning solenoid valves
g. Cleaning purge drum, checking and cleaning float valves;
replacing gaskets as necessary
h. Checking heater operation
I. Checking all other components for proper condition and
operation; recording pressure control set point
VI. Checking the Condenser for the following items:
a. Checking the water flow
b. Checking flow switch operation
c. Removing condenser head and inspecting end sheets
d. Mechanically brush cleaning condenser water tubes.
vii. Checking the Cooler for the following items:
a. Checking water flow
b. Checking flow switch operation
c. Checking refrigerant level
d. Maintain water/chemical balance
VIII. Checking the System for the following items:
a. Conducting a leak check and identifying leak sources
b. Adding refrigerant is not included
c. Recording condition of sight glasses
d. Checking the refrigerant cycle to verify the proper
operating balance
e. Checking condenser water and chilled water heat transfer
IX. General items included:
a. Repairing insulation removed for inspection and maintenance
procedures;
b. Cleaning equipment and surrounding area upon completion
of work;
c. Consulting with the operator; and
d. Reporting deficiencies and repairs required
Ag reement
4
April 2008
FULL MAINTENANCE PROGRAM - CHILLER SYSTEMS, JACKSON SQUARE, KEY WEST
MONROE COUNTY, FLORIDA
e. Check and maintain all isolation dampers
C. Opera tin!! Season Inspections (Performed Durin!! Routine Inspection)
The following inspection items ensure unit is operating reliably and
efficiently through the cooling season.
I. Inspecting chiller and adjusting safety controls;
i i. Checking purge operation;
Ill. Checking operation of controls;
IV. Checking oil and refrigerant levels;
v. Checking operation of lube system;
VI. Checking the oil return system;
Vll. Checking operation of motor and starter;
Vlll. Recording operating conditions;
IX. Checking log and reviewing chiller and system operation with
operator;
x. Conducting routine maintenance as recommended and required;
and
Xl. Logging and reporting repairs and parts that are required.
D. Annual Preventive Maintenance & Inspection Pro!!ram for Coolin!! Towers
I. The Annual Equipment Shutdown Inspection and PM
The following tasks are performed once each year during a shutdown
period in order to properly evaluate the equipment status and prepare
the unit for the next cooling season:
a. Inspecting the general condition of unit
b. Cleaning debris from unit
c. Cleaning and flushing sump
d. Cleaning sump strainer
e. Checking and adjusting sump water level
f. Inspecting heat transfer section and reporting on condition
g. Inspecting spray nozzles or water distribution pans
h. Checking and adjusting fan belt tension (if applicable)
I. Checking unit for unusual noise or vibration
J. Checking fan bearing locking collars
k. Checking motor voltage and current
Agreement
5
April 2008
FULL MAINTENANCE PROGRAM - CHILLER SYSTEMS, JACKSON SQUARE, KEY WEST
MONROE COUNTY, FLORIDA
1. Lubricating fan shaft bearings (if applicable)
m. Lubricating motor base adjusting screw
n. Checking fan for rotation without obstruction
o. Checking fan and pump motor for proper rotation
p. Inspecting gear box oil for water and other foreign materials
II. Operating Season Inspections (Performed During Routine
Inspection)
The following inspection items ensure the unit is operating reliably
and efficiently through the cooling season.
a. Inspecting the general condition of unit
b. Cleaning debris from unit
c. Cleaning sump strainer
d. Checking and adjusting sump water level
e. Inspecting heat transfer section and reporting on condition
f. Inspecting spray nozzles or water distribution pans
g. Checking and adjusting fan belt tension
h. Checking unit for unusual noise or vibration
I. Observing oil level in gear box and adding when necessary (if
applicable)
j. Lubricating fan shaft bearings (if applicable)
E. Annual Preventive Maintenance & Insoection Pro!!ram for HV AC
Svstem Water Pumos
I. Ooeratin!! Insoection (Performed Durin!! Routine Insoection)
a. Starting pumps and verifying proper operation
b. Measuring pressure drops with the system to verify proper
operation, if gauges are available
c. Inspecting motor - pump coupling connections
II. Annual Shutdown Insoection
a. Checking and cleaning pump strainers if isolation valves are
installed and working properly
b. Greasing motor bearings
c. Inspecting coupling connections for condition and proper
operation
F. Annual Preventive Maintenance & Insoection For Air Handlin!!
EQuioment
Agreement
6
April 2008
FULL MAINTENANCE PROGRAM - CHILLER SYSTEMS, JACKSON SQUARE, KEY WEST
MONROE COUNTY, FLORIDA
I. Season Start-Uo Preoaration and Annual Insoection
The following tasks prepare the equipment for cooling duty with
reliability, safety and efficiency:
a. Verifying the integrity of all flexible duct connections to the unit
b. Checking amps and volts of the fan motor
c. Checking the operation of motor starters
d. Inspect the cabinet for air/water leaks
e. Observing the integrity of insulation
f. Verifying damper operation
g. Inspect the coil area including coil fans, clean coils during
regular working hours.
h. In heating applications, checking the operation of heating
mechanisms and safety
I. Verifying the overall operation of the unit and discussing
operating experience with customer personnel
ii. Ooeratinl! Season Insoections
a. The following inspection items ensure the unit is operating
reliably and efficiently:
b. Inspecting the spring isolators for proper tension and unit float
c. Verifying that flexible duct connections are intact
d. Checking fans for excessive vibration
e. Checking magnetic starter operation (if applicable)
f. Inspecting belts and pulleys during operation
g. VerifYing the tightness of motor mounts
h. Inspecting cabinets for air and water leaks
1. Inspecting the condition of air filters
J. Checking water or steam coils for cleanliness (if applicable)
k. Checking the operation of electric or gas-fired heating units
I. Checking the inlet screens for cleanliness and blockages
G. REPAIRS
I. Repairs for normal working hours between 8:00 a.m. and 5:00 p.m.
Monday through Friday, excluding holidays, shall be $93.00 per hour.
II. Emergency service calls after hours stated above, including
holidays, shall be $139.50 per hour.
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April 2008
Agreement
FULL MAINTENANCE PROGRAM - CHILLER SYSTEMS, JACKSON SQUARE, KEY WEST
MONROE COUNTY, FLORIDA
Ill. The cost of parts shall be the manufacturers cost plus 20%, The
manufacturer's invoice must accompany all requests for payment
for any part which exceeds $500.00, and may be requested at the
discretion of the Senior Director, Public Facilities Maintenance, or
his designee, for any part, regardless of the cost. Freight invoices
over $500.00 must accompany all orders that require shipping or
transportation of parts whether the part is under warranty 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.
H. MAJOR COMPONENT FAILURE OR SYSTEM BREAKDOWN
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 a proposal/quote for replacement
equipment in an amount that could exceed Five Thousand Dollars
($5,000). Any proposal over $5,000 must be approved and signed by the
Division Director andlor the County Administrator.
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. Invoices will be paid on a monthly schedule in arrears. Payment
will be made after delivery and inspection by COUNTY and upon submission of a proper
invoice by CONTRACTOR.
C. CONTRACTOR shall submit to COUNTY invoices with supporting
documentation acceptable to the Clerk. 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.
D. The total monthly service amount of contract shall be Two Thousand
Three hundred thirty-one and nolI 00 ($2,33 I .00) for an annual amount of Twenty-Seven
Thousand Nine Hundred Seventy-Two and noli 00 ($27,972.00). Total Compensation to
CONTRACTOR for additional services and repairs under this Agreement shall not
exceed Twenty-Five Thousand and noli 00 Dollars ($25,000.00) unless pre-approved
emergency work requiring additional funds is implemented.
4. TERM OF AGREEMENT
This Agreement shall commence on July 21, 2008, and ends upon July 20, 2011, unless
terminated earlier under paragraph 18 of this Agreement.
Agreement
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April 2008
FULL MAINTENANCE PROGRAM - CHILLER SYSTEMS, JACKSON SQUARE, KEY WEST
MONROE COUNTY, FLORIDA
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 to the parties, exercisable
upon written notice given at least 30 days prior to the end of the initial term. Unless the
context dearly indicates otherwise, references to the "term" of this Agreement shall mean
the initial term of three (3) years,
The Contract amount shall be adjusted annually 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 and shall be based
upon the: CPI-U computation at December 31 of the previous year.
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. !,'INANCIAL 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
Agreeffil~nt 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. !'UBLIC ACCESS
The COUNTY and CONTRACTOR shall allow and 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 this Agreement upon violation of
this provision by CONTRACTOR.
8. !fOLD HARMLESS AND INSURANCE
CONTRACTOR covenants and agrees to indemnity and hold harmless Monroe County
Board of County Commissioners from any and all claims for bodily injury (including
death), personal injury, and property damage (including property owned by Monroe
County) and any other losses, damages, and expenses (including attorney's fees) which
arise out of, in connection with, or by reason of services provided by CONTRACTOR
occasioned by the negligence, errors, or other wrongful act or omission of
CONTRACTOR, its employees, or agents.
Agreement
9
April 2008
FULL MAINTENANCE PROGRAM - CHILLER SYSTEMS, JACKSON SQUARE, KEY WEST
MONROE COUNTY, FLORIDA
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 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 a minimum statutory limits as
required by Florida Law, and Employer's Liability coverage in the amount of
$100.000.00 bodily injury by accident, $500.000.00 bodily injury by disease, policy
limits, and $100.000.00 bodily injury by disease, each employee. .
COMPREHENSIVE AUTOMOBILE VEHICLE LIABILITY INSURANCE. Motor
vehicle Iliability 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 Property 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 property damage. 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 $300,000.00 per occurrence combined single limit for
Bodily Injury Liability and Property Damage Liability. If single limits are provided, the
minimwn acceptable limits are $100.000.00 per person, $300.000.00 per occurrence, and
$50.000.00 property damage.
MONROE COUNTY SHALL BE NAMED AS AN ADDITIONAL INSURED ON ALL
POLICIES EXCEPT WORKER'S COMPENSATION.
CERTIFICATES OF INSURANCE. Original Certificates ofInsurance 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.
9. ~ON-W AIVER OF IMMUNITY
Notwithstanding the provisions of Sec. 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
Agreement
10
April 2008
FULL MAINTENANCE PROGRAM - CHILLER SYSTEMS, JACKSON SQUARE, KEY WEST
MONROE COUNTY, FLORIDA
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
Counly. No statement contained in this agreement shall be construed so as to find
CONTRACTOR or any of his employees, subs, servants, or agents to be employees of
the Board of County Commissioners of Monroe County.
11. NONDISCRIMINATION
The parties agree 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 on the part of any party, effective the date ofthe court order. The parties 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: 1) Title VII of the
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 99 [681-1683, 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 99 610[-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 9 [-616), as amended, relating to
nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health
Service Act of 1912, 99523 and 527 (42 USC 99690dd-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 99 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 99 1201), as amended from time to time, relating to
nondiscrimination in employment on the basis of disability; 10) Monroe County Code
Chapt'er 13, Article VI, which prohibits discrimination on the basis of race, color, sex,
religion, national origin, ancestry, sexual orientation, gender identity or expression,
familial status or age; and 11) 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
Agreement
11
April 2008
FULL MAINTENANCE PROGRAM - CHILLER SYSTEMS, JACKSON SQUARE, KEY WEST
MONROE COUNTY, FLORIDA
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.
13. COMPLIANCE WITH LAW AND LICENSE REOUIREMMENTS
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 int,erest and shall acquire no interest, either direct or indirect, which would confl ict 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 reltained 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 terminate 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.
Agreement
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April 2008
FULL MAINTENANCE PROGRAM - CHILLER SYSTEMS, JACKSON SQUARE, KEY WEST
MONROE COUNTY, FLORIDA
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 fonm of
indebtedness. CONTRACTOR further warrants and represents that it has no obligation
or indebtedness that would impair its ability to fulfill the tenms of this contract.
16. NOTICE REOUlREMENT
Any notice required or penmitted under this agreement shall be in writing and hand
delivered or mailed, postage prepaid, to the other party by certified mail, returned receipt
requested, to the following:
FOR COUNTY:
Monroe County
Facilities Maintenance Department
3583 South Roosevelt Boulevard
Key West, FL 33040
and
County Attorney
Post Office Box 1026
Key West, FL 33041-1026
FOR CONTRACTOR:
Weathertrol Maintenance Corp.
Attention:
7250 NE 4th A venue
Miami, Florida 33138
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.
18. TERMINATION
a. The COUNTY may tenminate this Agreement with or without cause prior to
the commencement of work.
b. The COUNTY or CONTRACTOR may tenminate this Agreement for
cause with seven (7) days notice to CONTRACTOR. Cause shall constitute a breach of
the obligations of either party to perfonm the obligations enumerated under this
Agreement.
c. Either of the parties hereto may cancel this agreement without cause by
giving the other party sixty (60) days written notice of its intention to do so with neither
party having any further obligation under the tenms of the contract upon tenmination.
19. GOVERNING LAW, VENUE. INTERPRETATION. 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 perfonmed entirely in the State.
Agreement
13
April 2008
FULL MAINTENANCE PROGRAM - CHILLER SYSTEMS, JACKSON SQUARE, KEY WEST
MONROE COUNTY, FLORIDA
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 1m Monroe County, Florida.
20. MEDIATION
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.
21. SEVERABILITY
If any term, 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 in both trial and appellate proceedings. Each party agrees to
pay its own court costs, investigative, and out-of-pocket expenses whether it is the
prevailling 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
COU1\TY 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 publ ic
meeting of the Board of County Commissioners. If the issue or issues are still not
resolv(,d 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.
Agreement
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April 2008
FULL MAINTENANCE PROGRAM - CHILLER SYSTEMS, JACKSON SQUARE, KEY WEST
MONROE COUNTY, FLORIDA
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 agree to participate, to the extent required by the other
party, in all proceedings, hearings, processes, meetings, and other activities related to the
substance of this Agreement or provision of the services under this Agreement.
COUNTY and CONTRACTOR specifically agree that no party to this Agreement shall
be required to enter into any arbitration proceedings related to this Agreement.
25. BINDING EFFECT
The terms, 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 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.
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 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.
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 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.
29. LEGAL OBLIGATIONS AND RESPONSIBILITIES
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.
Agreement
15
April 2008
FULL MAINTENANCE PROGRAM - CHILLER SYSTEMS, JACKSON SQUARE, KEY WEST
MONROE COUNTY, FLORIDA
30. NON-RELIANCE BY NON-PARTIES
No pl~rson or entity shall be entitled to rely upon the terms, or any of them, of this
Agre<:ment 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
entitl<:ments 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.
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.
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 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 of36
months from the date of being placed on the convicted vendor list."
Agreement
16
April 2008
FULL MAINTENANCE PROGRAM - CHILLER SYSTEMS, JACKSON SQUARE, KEY WEST
MONROE COUNTY, FLORIDA
36. MUTUAL REVIEW
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.
37. INCORPORATION OF BID DOCUMENTS
The terms and conditions of the bid documents are incorporated by reference in this
contract agreement.
38. ANNUAL APPROPRIATION
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
th,~ii./~f.on the day and date firs: written above in four (4) counterparts, each of
,.)Iiifj1iliPSImfj?wlthout proof or accountIng for the other counterparts, be deemed an
".'Y.{t',/ -,'. "", """ --,,',
'&qginai ~ontract. .
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(SEAL)
Attest: DANNY L. KOLHAGE, CLERK
By::Sb~0-.~~
Deputy Clerk
BOARD OF COUNTY COMMISSIONERS
OF MONROE COUNTY, FLOIDA
By: 01A1''''4J,~-
Mayor Mario Di Gen aro
Date: 0 -, - I ~ - 0 8
~-~~
Signature of person authorized to
legally bind Corporation
Date: "'7- ti?~-g 'b
/2.tIA-?&.. //. /2;S$
Print Name
Slg ature
~n/()Z
Date
Address: 7250 N.E. 4!h Avenue
Miami. Florida 3138
Telephone Number: (305) 908- 1000
Agreement
RCADO
SSISTANT CO NTY ATTORNEY 1
Date