06/15/2011 AgreementDANNY L. KOLHA GE
CLERK OF THE CIRCUIT COURT
DATE: June 16, 2011
TO: Dent Pierce, Director
Public Works Division
ATTN. Beth Leto, Assistant Director
Public Works Division
FROM. • Pamela G. HaneoAvC.
At the June 15, 2011, Board of County Commissioner's meeting, the Board granted
approval and authorized execution of the following:
Item C21 Lease Agreement with Early Learning Coalition of Miami - Dade /Monroe to
provide office space at the Gato Building.
Item C22 Contract with Diversified Services of Key West, Inc. for janitorial services at
the May Hill Russell Library and Department of Juvenile Justice Building, second floor.
Item C23 Contract with U.S. Water Services Corporation for operation and maintenance
of the wastewater treatment plant for the Roth Building, Monroe County.
Enclosed is a duplicate originals 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
Finance
File
AGREEMENT FOR JANITORIAL SERVICES
MAY HILL RUSSELL LIBRARY AND /OR
DEPARTMENT OF JUVENILE JUSTICE BUILDING — SECOND FLOOR
This Agreement is made and entered into this /- day of , 2011, between
MONROE COUNTY, FLORIDA ( "COUNTY "), a political subdivisio of the State of Florida, whose
address is 1100 Simonton Street, Key West, Florida 33040, and DIVERSIFIED SERVICES OF KEY
WES, INC. ( "CONTRACTOR "), a Florida corporation, whose address is 50 -D 11 Avenue, Key West,
Florida 33040.
WHEREAS, COUNTY desires to provide janitorial services for the May Hill Russell Library
and/or the Department of Juvenile Justice Building — Second Floor: and
WHEREAS, CONTRACTOR desires and is able to provide janitorial services to the May Hill
Russell Library and/or the Department of Juvenile Justice Building — Second Floor; and
WHEREAS, it serves a legitimate public purpose for CONTRACTOR to provide janitorial
services to the May Hill Russell Library and/or the Department of Juvenile Justice Building — Second
Floor, now therefore,
IN CONSIDERATION of the mutual promises and covenants contained herein, it is agreed as
follows:
1. THE AGREEMENT
The Agreement consists of this document, the bid documents, exhibits, and any addenda only.
2. SCOPE OF THE WORK:
MAY HILL RUSSELL LIBRARY
The Contractor shall furnish janitorial service, including all necessary supplies, equipment, and
safety devices required in the performance of same for the May Hill Russell Library, located at 700
Fleming Street in Key West, Florida, consisting of approximately 13,137 square feet and serving an
average of 900 people per day,. As per the 2009 — 2010 fiscal year statistics (see attached Exhibit "A ").
A. Restroom sanitation shall include the following on a daily basis:
i. All floors swept, loose dirt removed.
ii. Wash and disinfect floor
iii. Stall partitions damp cleaned.
iv. All commodes, urinals, basins and vanities shall be scoured and disinfected.
V. All urinal traps shall be specially cleaned and disinfected.
vi. All sanitary napkin receptacles will be cleaned, waste disposed, and disinfected.
vii. All supplies shall be replaced (paper goods, soap, etc.).
viii. All other work necessary to maintain a clean and sanitary condition in these
restrooms shall be accomplished, whether it is specifically noted in these specifications or not.
Agreement 1 March 2011
NOTE: Key West Library has two (2) male public restrooms with one (1) toilet and one (1) urinal
each, two (2) female public restrooms, one with one (1) toilet (auditorium family restroom) and one
with two (2) toilets, and one (1) employee restroom with one (1) toilet.
B. All sinks and water fountains outside the restroom areas are to be cleaned daily. Water
fountains are to be polished periodically.
C. General Cleaning shall be completed daily, and should include the following:
i. All tile floors are to be dusted and mopped with water and floor cleaners.
ii. All furniture and furnishings to be dusted and spot cleaned.
iii. Low ledges, sills, rails, tables, shelving, baseboards, etc. to be wiped with a
damp cloth to reduce the amount of dust in the building.
iv. All trash and recycle receptacles emptied, and trash can liners replaced.
V. All upholster furniture to be vacuumed.
vi. All vinyl - covered furniture to be wiped.
vii. All carpeting shall be vacuumed with a powerful HEPA vacuum, such as the
Oreck.
D. Weekly janitorial services to include:
i. All glass partitions, doors, mirrors, windows, etc. to be cleaned and/or polished,
both the inside and outside of the glass entryway doors.
ii. Obvious scuff marks shall be removed from resilient flooring.
iii. All door vents cleaned.
E. Monthly janitorial services to include:
i. All high dusting (i.e. pictures, door frames, air vents, tops of book shelves, etc.)
ii. All walls dusted monthly
iii. All air conditioning vents, supply and return air grilles cleaned.
iv. All Venetian blinds on windows to be dusted.
F. The Contractor shall insure all exterior doors are locked while they are servicing the
building and upon their departure. The Contractor is not to let anyone in the building except janitorial
staff.
G. Janitorial services will be five (5) days a week, on the days the library is open (currently
Tuesday through Saturday, excluding holidays), beginning at 7:00 a.m., and finishing no later than the
Library opening time of 9:30 a.m. Should the Contractor need additional time to complete the scope
of work, a mutually agreed upon schedule between the Contractor and the Library allowing the
Contractor to start prior to 7:00 a.m. may be implemented.
H. The Contractor shall be responsible to coordinate the work with the County area
representative, John W. King, Senior Director, Lower Keys Facilities, contact phone (305) 292 -4431,
Monday through Friday, 8:00 to 5:00 pm. The Contractor shall perform the work during hours and
time as specified.
I. Keys shall be issued to the Contractor by the area representative at the start of the
Contract. Written confirmation of receipt of keys shall be signed by the Contractor. The Contractor
shall return all keys as issued upon expiration of the contract or termination.
Agreement 2 March 2011
J. The contractor shall be responsible for the cost of changing locks, etc., for all keyed
secured areas for which the Contractor does not return the keys.
K. The Contractor shall report any problems regarding open doors and/or vandalism to the
Facilities Maintenance Department, telephone (305) 292 -4431 or (305) 292 -4436.
L. The Contractor shall provide all supplies necessary for the cleaning performance of his
work under the contract. All supplies, including but not limited to, hand soap, paper towels, toilet
paper, and trash can liners, shall be supplied by the Contractor. The Contractor will be given access to
2 storage closets, one in the lounge for their exclusive use and to which only they shall have the keys,
and one at the rear entrance where they may store pails, mops, and other needed supplies and
equipment.
M. Additional Services: (shall be performed once in every three month period, and shall be
included in the bidding price.)
i. Resilient Flooring shall be swept/dust mopped and stripped. After application of
three coats of wax, areas shall be buffed sufficiently for maximum gloss and uniform sheen from wall
to wall, including corners. The waxed floor shall present a clean appearance free from scuff marks or
dirt smears. Furniture and/or other equipment moved during floor stripping and waxing shall be
returned to their original positions.
ii. Dry Cleaning, Steam Cleaning, or Shampooing Carpets and Rugs shall be
vacuumed of all loose soil and debris prior to cleaning, and shall be free of streaks, stains and spots,
and shall have a bright uniform color upon completion of dry cleaning, steam cleaning or shampooing.
DEPARTMENT OF JUVENILE JUSTICE BUILDING – SECOND FLOOR –
APPROXIMATELY 20,000 SQUARE FEET
The Contractor shall furnish janitorial service, including all necessary supplies, equipment, and
safety devices required in the performance of same for the DEPARTMENT OF JUVENILE JUSTICE
BUILDING, SECOND FLOOR located at 5503 College Road, Key West, FL. Services listed below
are to be conducted only during the hours of 8:00 AM to 5:00 PM Monday through Friday. A
mutually agreed upon schedule will be developed with the minimum services to include, but not
limited to, the following:
A. GENERAL OFFICE CLEANING (two times per week)
i. Tile floors —dust mopped and/or damp mopped
ii. Furniture and Furnishings- Dusted and spot cleaned
iii. Low ledges, sills, rails & baseboards dusted and spot cleaned
iv. Trash and recycle containers emptied and liners changed
V. Vacuum carpets
vi. Carpeting spot cleaned
B. RESTROOM SANITATION (Monday through Friday)
i. Floors swept and loose dirt removed
ii. Floor washed, disinfected and mopped
iii. Stall partitions damp cleaned
iv. Commodes, urinals, basins & vanities scoured and disinfected.
V. All supplies replaced with sufficient stock to last through the next cleaning day
(includes hand soap, paper towels & toilet paper)
Agreement 3 March 2011
vi. Trash receptacles emptied and liners replaced.
vii. Mirrors polished
C. PUBLIC AREAS/ HALLWAYBREAKROOM (Monday through Friday)
i. Low ledges, sills, rails and baseboards dusted and spot cleaned
ii. Drinking fountains cleaned and polished
iii. Trash and recycle receptacles emptied and liners replaced, recycled material
shall be transported to exterior recycling bin
iv. Furniture and furnishings dusted and spot cleaned
V. Upholstered furniture vacuumed
vi. Tile floors dust mopped and/or damp mopped
D. FITNESS ROOM MAINTENANCE (Monday through Friday)
i. Same as RESTROOM SANITATION as described above
ii. Vacuum and damp mop both tile and rubber matted flooring
iii. Clean mirrors
iv. Low ledges, sills, rails and baseboards dusted and spot cleaned.
V. Drinking fountain cleaned and polished.
vi. Trash receptacles emptied and lined
vii. Clean all gym equipment seats and handles with disinfectant
viii. Clean all gym equipment base/housing on a weekly basis
ix. Keep paper towel dispensers (2) well stocked
E. ELEVATOR MAINTENANCE (Monday through Friday)
i. Clean and disinfect interior car walls, holding bars, and push buttons
ii. Vacuum and damp mop floor
iii. Vacuum door track
F. PERIODIC SERVICES
i. Floors buffed once a month
ii. Floors stripped and refinished once per year
iii. All door vents cleaned weekly
iv. All high dusting — monthly
V. All interior windows washed every other week.
vi. Clean/Shampoo all carpeted areas every six (6) months
vii. Clean all A/C vents in all offices and hallways once per month
viii. Sweep out, mop and dust STAIRWELLS once per month.
GENERAL SPECIFICATION (Both Facilities)
Contractor agrees to use and provide documentation for whole - building cleaning and
maintenance practices, using
A. Sustainable cleaning chemicals (non- disinfecting) that meet the requirements of Green
Seal's GS -37 and/or EPA's Design for the Environment program
Agreement 4 March 2011
B. Use of micro -fiber wipes, dust cloths and dust mops in place of paper wipes and where
paper products are used, including hand towels, use of products that contain at least 30% recycled
content and which are recyclable
C. Floor care products (Finishers and Sealers) shall be durable and slip resistant and the
finish shall be free of zinc (metal -free) or shall meet the requirements of Green Seal's GS -40 and/or
Environmental Choice's CCD -47 and/or EPA's Design for the Environment program
D. Carpet care products shall meet the requirements of GS -37 and/or CCD -148
E. Proper training of Contractor's personnel in the hazards, use, maintenance and disposal of
cleaning chemicals, dispensing equipment and packaging
F. Use of hand soaps that do not contain antimicrobial agents, except where required by
health codes and that meet Green Seal GS -41 A standard
G. Use of cleaning equipment that reduces impacts on Indoor Air Quality.
3. PAYMENTS TO CONTRACTOR
A. COUNTY'S performance and obligation to pay under this agreement, is contingent
upon annual appropriation by the Board of County Commissioners.
B. COUNTY shall pay in accordance with the Florida Local Government Prompt Payment
Act; payment will be made after delivery and inspection by COUNTY and upon submission of invoice
by CONTRACTOR.
C. CONTRACTOR shall submit to COUNTY invoices with supporting documentation
acceptable to the Clerk, on a monthly schedule in arrears. 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. MONTHLY FEE FOR JANITORIAL SERVICES FOR MAY HILL RUSSELL
LIBRARY:
ONE THOUSAND FIVE HUNDRED AND NO /100 DOLLARS $1,500.00
AMOUNT WRITTEN OUT
E. MONTHLY FEE FOR JANITORIAL SERVICES FOR DEPARTMENT OF
JUVENILE JUSTICE BUILDING — SECOND FLOOR
TWO THOUSAND SIX HUNDRED AND NO /100 DOLLARS $2,600.00
AMOUNT WRITTEN OUT
4. TERM OF AGREEMENT
This Agreement shall commence on July 1, 2011, and ends upon June 30, 2012, unless
terminated earlier under paragraph 18 of this Agreement.
The COUNTY shall have the option to renew this Agreement for up to an additional two (2)
one year periods at terms and conditions mutually agreeable to the parties, exercisable upon written
notice given at least 30 days prior to the end of the initial term. Unless the context clearly indicates
otherwise, references to the "term" of this Agreement shall mean the initial term of one (1) year.
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
Agreement 5 March 2011
reported by the U.S. Bureau of Labor Statistics at December 31 of the previous year using the most
recently published indicator.
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 party to this Agreement or their authorized representatives shall have
reasonable and timely access to such records of each other party to this Agreement for public records
purposes during the term of the Agreement and for four years following the termination of this
Agreement. If an auditor employed by the COUNTY or Clerk determines that monies paid to
CONTRACTOR pursuant to this Agreement were spent for purposes not authorized by this
Agreement, the CONTRACTOR shall repay the monies together with interest calculated pursuant to
Sec. 55.03, FS, running from the date the monies were paid to CONTRACTOR.
7. PUBLIC ACCESS
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. HOLD HARMLESS AND INSURANCE
Notwithstanding any minimum insurance requirements prescribed elsewhere in this agreement,
Contractor shall defend, indemnify and hold the COUNTY and the COUNTY's elected and appointed
officers and employees harmless from and against (i) any claims, actions or causes of action, (ii) any
litigation, administrative proceedings, appellate proceedings, or other proceedings relating to any type
of injury (including death), loss, damage, fine, penalty or business interruption, and (iii) any costs or
expenses that may be asserted against, initiated with respect to, or sustained by, any indemnified party
by reason of, or in connection with, (A) any activity of CONTRACTOR or any of its employees,
agents, sub - contractors or other invitees during the term of this AGREEMENT, (B) the negligence or
willful misconduct of CONTRACTOR or any of its employees, agents, sub - contractors or other
invitees, or (C) CONTRACTOR's default in respect of any of the obligations that it undertakes under
the terms of this AGREEMENT, except to the extent the claims, actions, causes of action, litigation,
proceedings, costs or expenses arise from the intentional or sole negligent acts or negligent acts in part
or omissions of the COUNTY or any of its employees, agents, contractors or invitees (other than
CONTRACTOR). Insofar as the claims, actions, causes of action, litigation, proceedings, costs or
expenses relate to events or circumstances that occur during the term of this AGREEMENT, this
section will survive the expiration of the term of this AGREEMENT or any earlier termination of this
AGREEMENT.
The extent of liability is in no way limited to, reduced, or lessened by the insurance
requirements contained elsewhere within this agreement. Failure of CONTRACTOR to comply with
the requirements of this section shall be cause for immediate termination of this agreement.
Agreement 6 March 2011
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.
COMPREHENSIVE AUTOMOBILE VEHICLE LIABILITY INSURANCE. Motor vehicle liability
insurance, including applicable no -fault coverage, with limits of liability of not less than $100,000.0
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.
COMMERCIAL GENERAL LIABILITY. Commercial general liability 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.
EMPLOYEE DISHONESTY. The Contractor Shall purchase and maintain, throughout the term of
the contract, Employee Dishonesty Insurance which will pay for losses to County property or money
caused by the fraudulent or dishonest acts of the Contractor's employees or its agents, whether acting
alone or in collusion of others. The minimum limits shall be $10,000 per Occurrence
CERTIFICATES OF INSURANCE. Original Certificates of Insurance shall be provided to the
COUNTY at the time of execution of this Agreement and certified copies provided if requested. Each
policy certificate shall be endorsed with a provision that not less than thirty (30) calendar days' written
notice shall be provided to the COUNTY before any policy or coverage is canceled or restricted. The
underwriter of such insurance shall be qualified to do business in the State of Florida. If requested by
the County Administrator, the insurance coverage shall be primary insurance with respect to the
COUNTY, its officials, employees, agents and volunteers.
MONROE COUNTY BOARD OF COUNTY COMMISSIONERS MUST BE NAMED AS
ADDITIONAL INSURED ON ALL LIABILITY POLICIES EXCEPT WORKER'S COMPENSATION.
9. NON - WAIVER 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 insurance pool coverage shall not be
deemed a waiver of immunity to the extent of liability coverage, nor shall any Agreement entered into
by the COUNTY be required to contain any provision for waiver.
10. INDEPENDENT CONTRACTOR
At all times and for all purposes under this agreement CONTRACTOR is an independent
contractor and not an employee of the Board of County Commissioners of Monroe County. No
statement contained in this agreement shall be construed so as to find CONTRACTOR or any of his
employees, subcontractors, servants, or agents to be employees of the Board of County Commissioners
of Monroe County.
11. NONDISCRIMINATION
CONTRACTOR agrees that there will be no discrimination against any person, and it is
expressly understood that upon a determination by a court of competent jurisdiction that discrimination
has occurred, this Agreement automatically terminates without any further action on the part of any
party, effective the date of the court order. CONTRACTOR agrees to comply with all Federal and
Florida statutes, and all local ordinances, as applicable, relating to nondiscrimination. These include
Agreement 7 March 2011
but are not limited to: 1) Title VI of the Civil Rights Act of 1964 (PL 88 -352) which prohibits
discrimination on the basis of race, color or national origin; 2) Title IX of the Education Amendment
of 1972, as amended (20 USC ss. 1681 -1683, and 1685- 1686), which prohibits discrimination on the
basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended (20 USC s. 794), which
prohibits discrimination on the basis of handicaps; 4) The Age Discrimination Act of 1975, as
amended (42 USC ss. 6101 -6107) which prohibits discrimination on the basis of age; 5) The Drug
Abuse Office and Treatment Act of 1972 (PL 92 -255), as amended, relating to nondiscrimination on
the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment
and Rehabilitation Act of 1970 (PL 91 -616), as amended, relating to nondiscrimination on the basis of
alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912, ss. 523 and 527 (42 USC ss.
690dd -3 and 290ee -3), as amended, relating to confidentiality of alcohol and drug abuse patient
records; 8) Title VIII of the Civil Rights Act of 1968 (42 USC s. et seq.), as amended, relating to
nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities Act of
1990 (42 USC s. 1201 Note), as maybe amended from time to time, relating to nondiscrimination on
the basis of disability; 10) Any other nondiscrimination provisions in any Federal or state statutes
which may apply to COUNTY and CONTRACTOR to, or the subject matter of, this Agreement.
12. ASSIGNMENT /SUBCONTRACT
CONTRACTOR shall not assign or subcontract its obligations under this agreement to others,
except in writing and with the prior written approval of the Board of County Commissioners of
Monroe County and CONTRACTOR, which approval shall be subject to such conditions and
provisions as the Board may deem necessary. This paragraph shall be incorporated by reference into
any assignment or subcontract and any assignee or subcontractor 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
interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with
the performance of services required by this contract, as provided in Sect. 112.311, et. seq., Florida
Statutes. COUNTY agrees that officers and employees of the COUNTY recognize and will be
required to comply with the standards of conduct for public officers and employees as delineated in
Section 112.313, Florida Statutes, regarding, but not limited to, solicitation or acceptance of gifts;
doing business with one's agency; unauthorized compensation; misuse of public position, conflicting
employment or contractual relationship; and disclosure or use of certain information.
Agreement 8 March 2011
Upon execution of this contract, and thereafter as changes may require, the CONTRACTOR
shall notify the COUNTY of any financial interest it may have in any and all programs in Monroe
County which the CONTRACTOR sponsors, endorses, recommends, supervises, or requires for
counseling, assistance, evaluation, or treatment. This provision shall apply whether or not such
program is required by statute, as a condition of probation, or is provided on a voluntary basis.
COUNTY and CONTRACTOR warrant that, in respect to itself, it has neither employed nor
retained any company or person, other than a bona fide employee working solely for it, to solicit or
secure this Agreement and that it has not paid or agreed to pay any person, company, corporation,
individual, or firm, other than a bona fide employee working solely for it, any fee, commission,
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.
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 form of indebtedness. CONTRACTOR
further warrants and represents that it has no obligation or indebtedness that would impair its ability to
fulfill the terms of this contract.
16. NOTICE REQUIREMENT
Any notice required or permitted 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 FOR CONTRACTOR
Monroe County Diversified Services of Key West, Inc.
Facilities Maintenance Department ATTN: Gudelio Cabrera, President
1100 Simonton Street, #2 -284 50 -D 11'' Avenue
Key West, Fl. 33040 Key West, Florida 33040
and
County Attorney
Post Office. Box 1026
Key West, FL 33041 -1026
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 or CONTRACTOR may terminate this Agreement for cause with seven
(7) days notice to CONTRACTOR. Cause shall constitute a breach of the obligations of either party to
perform the obligations enumerated under this Agreement.
Agreement 9 March 2011
B. 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.
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 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
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 and attorney's fees, in
appellate proceedings. Each party agrees to pay its own court costs, investigative, and out -of- pocket
expenses whether it is the prevailing party or not, through all levels of the court system.
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 COUNTY and CONTRACTOR.
If no resolution can be agreed upon within 30 days after the first meet and confer session, the issue or
issues shall be discussed at a public meeting of the Board of County Commissioners. If the issue or
issues are still not resolved to the satisfaction of 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 formation, execution, performance, or breach of this Agreement, COUNTY and CONTRACTOR
Agreement 10 March 2011
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.
30. NON - RELIANCE BY NON - PARTIES
No person or entity shall be entitled to rely upon the terms, or any of them, of this Agreement
to enforce or attempt to enforce any third -party claim or entitlement to or benefit of any service or
program contemplated hereunder, and the COUNTY and the CONTRACTOR agree that neither the
COUNTY nor the CONTRACTOR or any agent, officer, or employee of either shall have the authority
to inform, counsel, or otherwise indicate that any particular individual or group of individuals, entity or
entities, have entitlements or benefits under this Agreement separate and apart, inferior to, or superior
to the community in general or for the purposes contemplated in this Agreement.
Agreement 11 March 2011
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 and
any of the parties hereto may execute this Agreement by signing any such counterpart.
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 of 36
months from the date of being placed on the convicted vendor list."
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
Agreement 12 March 2011
further obligation under the terms of this Agreement to the Contractor beyond that already incurred by
the termination date.
IN WITNESS WHEREOF, COUNTY and CONTRACTOR hereto have executed this
Agree on the day and date first written above in four (4) counterparts, each of which shall,
accounting for the other counterparts, be deemed an original contract.
BOARD OF COUNTY COMMISSIONERS
OLHAGE, CLERK OF MONROE CO TY FLORIDA
By: 'b
erk Mayor
Date: Date:. z. <<
Witnesse or CONTRACTOR:
Signature
Date
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DIVERSIFIED SERVICES OF KEY WEST INC.
ign tore of person authorized to
legally bind orpPration
Date:
Print Name
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Telephone Number: a9 Y - '(783
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