07/20/2011 AgreementDANNY L. KOLHA GE
CLERK OF THE CIRCUIT COURT
DATE: July 26, 2011
TO: Dent Pierce, Director
Public Works Division
ATTN.• Beth Leto, Assistant Director
Public Works Division
FROM: Pamela G. Han 4. C.
At the July 20, 2011, Board of County Commissioner's meeting, the Board
approval and authorized execution of the following:
Item C20 Contract with Barnes Alarm, Inc. for fire and panic alarm system
certification, maintenance and monitoring.
Item C21 Contract with G & K Uniform Services for the Division of Public Works
uniform services.
i Item C22 Contract with Johnson Controls, Inc. for a full maintenance program for
centrifugal chillers at Jackson Square, Key West.
two
Enclosed is a duplicate original of each of the above -mentioned for your hanili
Should you have any questions, please do not hesitate to contact this office.
cc: County Attorney
Finance
File ✓
AGREEMENT FOR
FULL MAINTENANCE PROGRAM — CHILLER SYSTEMS
JACKSON SQUARE, KEY WEST, MONROE COUNTY, FLORIDA
This Agreement is made and entered into this day of July, 2011, between MONROE
COUNTY, FLORIDA ("COUNTY"), a political subdivision of the State of Florida, whose address is
1100 Simonton Street, Key West, Florida 33040, and JOHNSON CONTROLS, INC.
("CONTRACTOR"), a Foreign corporation, whose address is 5757 N. Green Bay Avenue,
Milwaukee, WI 53209.
WHEREAS, COUNTY desires to have a full maintenance program — chiller syste s located
at Jackson Square, Key West, and
WHEREAS, CONTRACTOR desires and is able to provide a full maintenance pr�gram for
the chiller systems at Jackson Square, Key West; and
WHEREAS, it serves a legitimate public purpose for CONTRACTOR to
maintenance program for the Jackson Square chiller system, now therefore,
IN CONSIDERATION of the mutual promises and covenants contained herein, it
as follows:
1. THE AGREEMENT
The Agreement consists of this document, the bid documents, exhibits, and any
a full
is agreed
only.
2. SCOPE OF THE WORK:
The Contractor shall furnish all labor, materials, equipment, tools, transportation services,
and incidentals, and perform all the work necessary in accordance with the specifications en 'tled:
FULL MAINTENANCE PROGRAM
CHILLER SYSTEMS — JACKSON SQUARE, KEY WEST
MONROE COUNTY, FLORIDA
A. 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:
EQUIPMENT TYPE
QTY.
MANUFACTURER
MODEL #
NOTES
COOLING TOWERS
2
CONDERSER WATER PUMPS
2
15
HP
CHILLED WATER PUMPS
2
15
HP
FRESH AIR AHU
1
15
ON
CENTRIFUGAL CHILLER
2
YORK
YTG1A3B2
217
ONS
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.
1
Repairs shall be based on the fee schedule rates for labor and
outlined in the contract.
as
ii. 24-Hour Emergency 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 one annual 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 G
provide a written report of findings, corrective actions, and recommendations and shall
County at the fee schedule rates for labor as specified in the contract.
B. Annual Preventive Maintenance & Inspection Proeram for Chillers
The following tasks are performed once a year during a shutdown period
properly evaluate the equipment status and prepare the unit for the next cooling season:
i. Checking the Compressor —Motor Assembly for the following i
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
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
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,
solenoid valve where applicable.
iii. Checking Motor Starter and performing the following tasks:
a. Running diagnostic check
2
to
the
in order to
tems and
oil filter
and
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
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;
gaskets as necessary
h.
Checking heater operation
i.
Checking all other components for proper condition and
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
3
e. Checking condenser water and chilled water heat transfer
ix. General items included:
a. Repairing insulation removed for inspection and rr
procedures;
b. Cleaning equipment and surrounding area upon completion of
C. Consulting with the operator; and
d. Reporting deficiencies and repairs required
e. Check and maintain all isolation dampers
C. Operating Season Inspections (Performed During Routine Inspection
The following inspection items ensure unit is operating reliably and efficient
the cooling season.
i.
Inspecting chiller and adjusting safety controls;
ii.
Checking purge operation;
iii.
Checking operation of controls;
iv.
Checking oil and refrigerant levels;
V.
Checking operation of lube system;
vi.
Checking the oil return system;
vii.
Checking operation of motor and starter;
viii.
Recording operating conditions;
ix.
Checking log and reviewing chiller and system operation with operat
X.
Conducting routine maintenance as recommended and required; and
xi.
Logging and reporting repairs and parts that are required.
D. Annual Preventive Maintenance & Inspection Program for Cooling 1
i. The Annual Equipment Shutdown Inspection and PM
The following tasks are performed once each year during a shutdc
order to properly evaluate the equipment status and prepare the unit for the next cooling
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
1.
Lubricating fan shaft bearings (if applicable)
M.
Lubricating motor base adjusting screw
4
through
period in
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 Ins
The following inspection items ensure the unit is operating
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
applicable)
E. Annus
1.
gauges are available
ii.
and working properly
F. Annuf
i.
safety and efficiency:
working hours.
j. Lubricating fan shaft bearings (if applicable)
Operating Inspection (Performed During Routine Inspection)
a. Starting pumps and verifying proper operation
b. Measuring pressure drops with the system to verify proper
C. Inspecting motor — pump coupling connections
Annual Shutdown Inspection
a. Checking and cleaning pump strainers if isolation valves
b. Greasing motor bearings
C. Inspecting coupling connections for condition and proper
Season Start -Up Preparation and Annual Inspection
The following tasks prepare the equipment for cooling duty with
and
(if
ion_ if
installed
ity,
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 durig regular
5
h. In heating applications, checking the operation of heating
and safety
i. Verifying the overall operation of the unit and discussing
experience with customer personnel
ii. Operatin¢ Season Inspections
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 rightness of motor mounts
h. Inspecting cabinets for air and water leaks
i. 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
1. 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 $103.00 per hour.
ii. Emergency service calls after hours stated above, including holidays, shall be
$129.00 per hour.
iii. The cost of parts shall be the manufacturers cost plus 10%, excludi g freight
and tax. Freight and tax amounts will be reimbursed. The manufacturer's invoice must acco npany all
requests for payment for any part which exceeds $500.00, and may be requested at the di retion of
the Senior Director, Public Facilities Maintenance, or his designee, for any part, regardless o F 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 1he Senior
Director, Public Facilities Maintenance, or his designee, for any freight charge, regardless of the cost
associated therewith.
iv. Excluding any provisions contained in the full maintenance pro gr which is
billed on a monthly basis, in the event additional Freon is needed, R 123 Freon will be ch3rged at a
rate of $8.00 per pound:
V. Freon evacuation and disposal shall be a part of the Contractor's rate and shall
not be billed as an additional item
H. MAJOR COMPONENT FAILURE
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 only, a
6
proposal/quote for replacement equipment in an amount that could exceed Five Thousan
($5,0M). Any proposal over $5,000 up to and including $10,000 must be approved and sign
Division Director and/or the County Administrator. Any proposal over $10,000 up to and
$25,000 must be approved and signed by the Division Director and the County Administrate
Dollars
l by the
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 a counting
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 ONE THOUSAND TWO
HUNDRED NINETY-ONE AND 67/100 DOLLARS ($1,291.67) for an annual amount of
FIFTEEN THOUSAND FINE HUNDRED AND 04/100 DOLLARS, ($15,500.04 1. Total
Compensation to CONTRACTOR for additional services and repairs under this Agreemen shall not
exceed TWENTY-FIVE THOUSAND AND NO/100 DOLLARS ($25,000.00) ur less pre -
approved emergency work requiring additional funds is implemented.
4. TERM OF AGREEMENT
This Agreement shall commence on July 21, 2011, and ends upon July 20, 201 , unless
terminated earlier under paragraph 18 of this Agreement.
The COUNTY shall have the option to renew this Agreement for up to an addition 1 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
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,
licenses. Proof of such licenses and approvals shall be submitted to the COUNTY upon re
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 hall 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 mor
CONTRACTOR pursuant to this Agreement were spent for purposes not authori2
Agreement, the CONTRACTOR shall repay the monies together with interest calculated
Sec. 55.03, FS, running from the date the monies were paid to CONTRACTOR.
7. PUBLIC ACCESS
paid to
by this
suant to
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 is 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, INSURANCE, AND LIMITATION OF LIABILITY
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 third -party 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 o business
interruption, and (iii) any reasonable costs or expenses that may be asserted against, init' ted 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 durin the term
of this AGREEMENT, (B) the negligence or willful misconduct of CONTRACTOR or iny of its
employees, agents, sub -contractors or other invitees, or (C) CONTRACTOR's default in spent of
any of the obligations that it undertakes under the terms of this AGREEMENT, except to he extent
the claims, actions, causes of action, litigation, proceedings, costs or expenses arise from the
intentional or sele 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 insurance requirements of this section during the term of this agreement and any subsequent
renewal 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 LIABILITY INSURANCE. Where
applicable, coverage to apply for all employees at a minimum statutory limits as required toy Florida
Law, and Employer's Liability coverage in the amount of $100, 000.00 bodily injury by accident,
W0.000.00 bodily injury by disease, policy limits, and $100,000.00 bodily injury by disease, each
employee. .
COMMERCIAL AUTOMOBILE VEHICLE LIABILITY INSURANCE. Motor vehicle liability
insurance, including applicable no-fault coverage, with limits of liability of not less than Ll 00. 000.00
per aggregate, 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 0 0.00 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 and $300,000 aggregate combined shigle limit
for Bodily Injury Liability and Property Damage Liability. If single limits are provided, the
minimum acceptable limits are $100,000.00 per person, $300,000.00 per occurrence, and $ 0 000.00
property damage.
MONROE COUNTY MUST BE NAMED AS AN ADDITIONAL INSURED WITH RESPECT TO
LIABILITY ARISING OUT OF OPERATIONS PERFORMED FOR THEM BY OR ON
BEHALF OF CONTRACTOR, BUT ONLY TO THE EXTENT OF DAMAGES CAUSED BY
THE CONTRACTOR'S NEGLIGENC ON ALL LIABILITY POLICIES EXCEPT WORKER'S
COMPENSATIONAND EMPLOYER'S LIABILITY.
CERTIFICATES OF INSURANCE. Original Certificates of Insurance shall be provid d to the
COUNTY at the time of execution of this Agreement. Each policy certificate shall be endc rsed with
a provision that not less than thirty (30) calendar days' written notice shall be provid d to the
COUNTY before any policy or coverage is canceled or restricted. The underwriter of such nsurance
shall be qualified to do business in the State of Florida. If requested by the County Adminis tor, the
insurance coverage shall be primary insurance with respect to the COUNTY and its offici s, except
to the extent any loss, claim or action is caused by the negligence of one or more of the additional
insureds.
NEITHER PARTY SHALL UNDER ANY CIRCUMSTANCES OR THEORY BE LIA LE FOR
ANY CONSEQUENTIAL, SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR EXE14PLARY
DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST SAVI,4GS OR
LOSS OF GOODWILL) SUFFERED OR INCURRED IN CONNECTION WITH PERFOI MANCE
OR NON-PERFORMANCE UNDER THIS AGREEMENT, EVEN IF A PARTY HAS BEEN
ADVISED OF THE POSSIBLITY OF SUCH DAMAGES. THE AMOUNT OF EACH ARTY'S
LIABILITY TO THE OTHER PARTY UNDER THIS AGREEMENT WILL BE CAPPED AT AND
UNDER NO CIRCUMSTANCES WILL EXCEED $250,000.
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 greement
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 Coimty. 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 o County
Commissioners of Monroe County.
11. NONDISCRIMINATION
CONTRACTOR agrees that there will be no discrimination against any person,
expressly understood that upon a determination by a court of competent jurisdic
discrimination has occurred, this Agreement automatically terminates without any further
the part of any party, effective the date of the court order. CONTRACTOR agrees to comp]
Federal and Florida statutes, and all local ordinances, as applicable, relating to nondiscri
These include but are not limited to: 1) Title VI of the Civil Rights Act of 1964 (PL 88-3:
prohibits discrimination on the basis of race, color or national origin; 2) Title IX of the ]
Amendment of 1972, as amended (20 USC ss. 1681-1683, and 1685-1686), which
discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as ami
USC s. 794), which prohibits discrimination on the basis of handicaps; 4) The Age Disci
Act of 1975, as amended (42 USC ss. 6101-6107) which prohibits discrimination on the ba:
5) The Drug Abuse Office and Treatment Act of 1972 (PL 92-255), as amended, r
nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and A
Prevention, Treatment and Rehabilitation Act of 1970 (PL 91-616), as amended, ri
nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Servi
1912, ss. 523 and 527 (42 USC ss. 690dd-3 and 290ee-3), as amended, relating to confide.
alcohol and drug abuse patient records; 8) Title VIII of the Civil Rights Act of 1968 (42
seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housin
Americans with Disabilities Act of 1990 (42 USC s. 1201 Note), as maybe amended fro:
time, relating to nondiscrimination on the basis of disability; 10) Any other nondisci
provisions in any Federal or state statutes which may apply to COUNTY and CONTRACT
the subject matter of, this Agreement.
12. ASSIGNMENT/SUBCONTRACT
CONTRACTOR shall not assign or subcontract its obligations under this agreeme:
except in writing and with the prior written approval of the Board of County Comm.
Monroe County, which approval shall be subject to such conditions and provisions as the
reasonably deem necessary. This paragraph shall be incorporated by reference into any
or subcontract and any assignee or subcontractor shall comply with all of the provisi
agreement. Unless expressly provided for therein, such approval shall in no manner
deemed to impose any additional obligation upon the board.
13. COMPLIANCE WITH LAW AND LICENSE REQUIREMMENTS
In providing all services/goods pursuant to this agreement, CONTRACTOR shall
laws of the Federal and State government, ordinances, rules and regulations perta:
regulating the provisions of, such services, including those now in effect and hereinaf
Compliance with all laws includes, but is not limited to, the immigration laws of the
State government. Any violation of said statutes, ordinances, rules and regulations shall
material breach of this agreement and shall entitle the Board to terminate this
CONTRACTOR shall possess proper licenses to perform work in accordance
specifications throughout the term of this Agreement.
14. )DISCLOSURE AND CONFLICT OF INTEREST
CONTRACTOR represents that it, its directors, principles and employees, present
interest and shall acquire no interest, either direct or indirect, which would conflict in a
with the performance of services required by this contract, as provided in Sect. 112.31
10
and it is
:ion that
action on
with all
) which
prohibits
nded (20
of age;
tine to
sting to
Act of
iality of
SC s. et
9) The
time to
to, or
others,
iers of
rd may
s of this
event be
ide by all
ig to, or
adopted.
deral and
institute a
these
have no
manner
et. seq.,
Florida Statutes. COUNTY agrees that officers and employees of the COUNTY recogni.
be required to comply with the standards of conduct for public officers and employees as
in Section 112.313, Florida Statutes, regarding, but not limited to, solicitation or acceptan
doing business with one's agency; unauthorized compensation; misuse of public position,
employment or contractual relationship; and disclosure or use of certain information.
COUNTY and CONTRACTOR warrant that, in respect to itself, it has neither em
retained any company or person, other than a bona fide employee working solely for it, t
secure this Agreement and that it has not paid or agreed to pay any person, company, c
individual, or firm, other than a bona fide employee working solely for it, any fee, ci
percentage, gift, or other consideration contingent upon or resulting from the award or mal
Agreement. For the breach or violation of the provision, the CONTRACTOR agree
COUNTY shall have the right to terminate this Agreement without liability and, at its di
offset from monies owed, or otherwise recover, the full amount of such fee, commission,
gift, or consideration.
15. NO PLEDGE OF CREDIT
CONTRACTOR shall not pledge the COUNTY'S credit or make it a guarantor of
surety for any contract, debt, obligation, judgment, lien, or any form of in
CONTRACTOR further warrants and represents that it has no obligation or indebtedness
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
or mailed, postage prepaid, to the other party by certified mail, returned receipt re
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:
Johnson Controls, Inc.
15901 SW 29 h Street, Suite 801
Miramar, FL 33027
ATTN: Service Branch Manager
and
Copy to Johnson Controls, Inc.
507 E. Michigan Street
Milwaukee, WI 53202
ATTN: Senior Group Counsel —
and will
of gifts;
oyes nor
solicit or
g of this
that the
etion, to
or
would
delivered
;d. to the
NA
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. CONTRACTO shall be
responsible for any and all taxes, or payments of withholding, related to services rendered der this
agreement.
11
18. TERMINATION
a. The COUNTY may terminate this Agreement with or without cause pri r to the
commencement of work.
b. The COUNTY or CONTRACTOR may terminate this Agreement for c use 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.
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 h ving any
further obligation under the terms of the contract upon termination.
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 approp 'ate 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 circu t court of
Monroe County.
21. SEVERABILITY
If any term, covenant, condition or provision of this Agreement (or the application fiereof 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 A Bement,
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 1 nless the
enforcement of the remaining terms, covenants, conditions and provisions of this Agreemi nt would
prevent the accomplishment of the original intent of this Agreement. The COUT ITY and
CONTRACTOR agree to reform the Agreement to replace any stricken provision wi a valid
provision that comes as close as possible to the intent of the stricken provision. th
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 prevailing party or not, through all levels of the court system.
12
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 aid confer
session, the issue or issues shall be discussed at a public meeting of the Board o 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 i elating to
the formation, execution, performance, or breach of this Agreement, COUNTY and CONT tACTOR
agree to participate, to the extent required by the other party, in all proceedings, hearings, rocesses,
meetings, and other activities related to the substance of this Agreement or provision of th services
under this Agreement. COUNTY and CONTRACTOR specifically agree that no p to this
Agreement shall be required to enter into any arbitration proceedings related to this Agreem nt.
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, succe sors, and
assigns.
26. AUTHORITY
Each party represents and warrants to the other that the execution, delivery and pe formance
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, ordin ces, 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 C OUNTY,
when performing their respective functions under this Agreement within the territorial li its 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 COUN rY.
13
29. LEGAL OBLIGATIONS AND RESPONSIBILITIES
This Agreement is not intended to, nor shall it be construed as, relieving any par6cipating
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 ntended
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 itrid 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 reasonabl 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 agr ement 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 w
regarded as an original, all of which taken together shall constitute one and the same insl
34. SECTION HEADINGS
Section headings have been inserted in this Agreement as a matter of
reference only, and it is agreed that such section headings are not a part of this Age
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
for a public entity crime may not submit a bid on a contract to provide any goods or se
public entity, may not submit a bid on a contract with a public entity for the construction i
a public building or public work, may not submit bids on leases of real property to a pu
may not be awarded or perform work as a Construction Manager, supplier, subcor
14
shall be
ience of
and will
ices to a
repair of
is entity,
ictor. or
consultant under a contract with any public entity, and may not transact business with a#y public
entity in excess of the threshold amount provided in Section 287.017, for CATEGORY T O for a
period of 36 months from the date of being placed on the convicted vendor list." 7
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 thi contract
agreement.
38. ANNUAL APPROPRIATION
The County's performance and obligation to pay under this agreement is conting
annual appropriation by the Board of County Commissioners. In the event that the Coui
which this Agreement is dependent are withdrawn, this Agreement is terminated and the
no further obligation under the terms of this Agreement to the Contractor beyond 1
incurred by the termination date.
WITNESS WHEREOF, COUNTY and CONTRACTOR hereto have e
vp the day and date first written above in four (4) counterparts, each of
Or accounting for the other counterparts, be deemed an original contract.
BOARD OF COUNTY COMMISS]
X KOLHAGE, CLERK OF MONROE CO TY, FLOIDA
Deputy Clerk
Date: Z° Z D I I
WITNESSES for CONTRACTOR:
June-22. 2011
D to
Signature
June 22, 2011
Date
I:
Date: Za, z o' 1
upon an
funds on
,unty has
: already
. this
shall,
JOHNSON CONTROLS, INC, a foreign
corporati
Si o person authorized to legallybind
C n
Date: June 22 2011
Randy A. Hawkins
r-
Print Name
Address: 15901 SW 9 -
M
Miramar- FL 33027
o
Telephone Number: -
15
COU ATrORNE
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