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09/21/2011 AgreementDANNY L. KOLHA GE CLERK OF THE CIRCUIT COURT DATE: October 12, 2011 TO: Dent Pierce, Director Public Works Division ATTN: Beth Leto, Assistant Director Public Works Division FROM: Isabel C. DeSantis, D.C. At the September 21, 2011, Board of County Commissioner's meeting, the Board granted approval of the following: Item C29 Contract with Barnes Alarms, Inc. for fire and panic alarm system annual certification, maintenance and monitoring, correcting the annual inspection amount for the J. Lancelot Lester Building & Records Storage. Item C30 Award of bid and execution of a contract with EE &G Environmental Services, LLC, for beach cleaning, maintenance & beautification of Higgs Beach, Key West. Item C32 Award of bid and execution of a contract with TEM Environmental & Mechanical Services, Corp. for Lower Keys facilities central air conditioning maintenance and repair. Item C33 Award of bid and execution of a contract with TEM Environmental & Mechanical Services, Corp. for Middle Keys facilities central air conditioning requested maintenance and repair. Enclosed are fully executed copies of the above items for your handling. Should you have any questions, please do not hesitate to contact this office. cc: County Attorney Finance File AGREEMENT FOR PROFESSIONAL BEACH CLEANING, MAINTENANCE AND BEAUTIFICATION HIGGS BEACH, KEY WEST, MONROE COUNTY, FLORIDA This Agreement is made and entered into this d ay of September, 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 E E & G ENVIRONMENTAL SERVICES, LLC, a Florida Limited Liability Company, ( "CONTRACTOR "), whose address is 5751 Miami Lakes Drive East, Miami, Lakes, FL 33014. WHEREAS, COUNTY desires to provide professional beach cleaning, maintenance and beautification, Higgs Beach, Key West, Monroe County, Florida, and WHEREAS, CONTRACTOR desires and is able to provide professional beach cleaning, maintenance and beautification, Higgs Beach, Key West, Monroe County, Florida; and WHEREAS, it serves a legitimate public purpose for CONTRACTOR to provide professional beach cleaning, maintenance and beautification, Higgs Beach, Key West, Monroe County, Florida, 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. r-_ 2. SCOPE OF THE WORK: This project requires the furnishing of all labor, materials, equipment, tools, transportation __J services, incidentals, all D.E.P. and the Army Corp. of Engineer's requirements and. permitting,, and the performing of all work necessary in accordance with the specifications as follows: rv' A. Required Services: ??� The required services to be performed by the Contractor shall be to clean ak44� maintain the entire length and width of the designated public beach areas from the waters:edge 1st the curb line or nearest edge of the pavement of the public road nearest to and pArallefing to beach area including the area between the White Street Pier and West Martello Towers, seven days per week, weather and /or environmental conditions permitting. See Exhibit "A" attached for a map detailing the beach cleaning area dimensions. Cleaning and maintaining includes daily seaweed and trash removal by the contractor. Proper disposal of seaweed shall be the contractor's responsibility. Cleaning and maintaining of the beach area is to be completed by 9:30 a.m. Higgs Beach must be cleaned using the Beach Tech 3000 machine or an equivalent (to be determined by the department head). The contractor shall maintain all work areas within and outside the project boundaries free from any environmental pollution which would be in violation of any federal, state, or local regulations. Agreement 1 August 2011 All debris, trash and seagrass removed from the beach shall be properly disposed of at an approved landfill and /or transfer station. The contractor shall provide copies of all dump tickets with the monthly invoice for the County's records. Work is likely to be influenced by the tides. The tides can have an effect on the timing and work schedule. No extra claims shall be made for the tides or for other natural weather conditions. The Contractor will coordinate the beach cleaning action with the FDEP, Office of Beaches & Coastal Systems, to ensure that the expertise and overall desires of the Department with respect to beaches and shores are included in the everyday cleaning operation, all in accordance with the requirements of Chapter 161, Florida Statues. The Contractor shall obtain and maintain all necessary permits and approvals and shall comply with all federal, state and local laws and regulations concerning the subject matter of the Contract Documents. B. Alert: The Monroe County Board of County Commissioners has beach cleaning regulations in the Monroe County Code, Chapter 13, Article IV, regarding protection of sea turtles (attached). The Contractor shall use its best efforts to observe and to immediately notify the Sr. Director of Lower Keys Operations of any sea turtle nesting, attempted nesting or crawl activity in the contracted areas. The Contractor shall also coordinate and cooperate with State Agencies and sea turtle conservation groups during turtle nesting season. No beach cleaning activities shall take place during April 15 through October 31 until Save -a -Turtle representatives and /or the Contractors Certified Turtle Inspector, have walked the beaches. C. Mechanized Equipment: Each vehicle utilized on the beaches shall have sufficient lights to illuminate its working area. Each vehicle utilized on the beach shall be identified by a registration number, which has been assigned by the State of Florida. All mechanized equipment that will be transporting debris, trash, litter, seaweed, sand, and refuse to a disposal site, or to and from the beach areas, shall be registered with the Florida Department of Highway Safety and Motor Vehicles, and shall be enclosed or completely covered to prevent discharge. All vehicles transporting debris or equipment shall travel along major arterial roads. Residential roads or streets may not be used, except where no other means of ingress and egress are available. The Contractor shall submit technical data of all beach cleaning equipment for review and approval by the Sr. Director of Lower Keys Operations. The cleaning process should not remove significant amounts of sand from the beach. D. Debris, Trash and Litter Removal: i. Debris, trash and litter removal, wood, plastic, glass, paper, tar, pine needles, palm fronds, coconuts, tree limbs, metal objects and other forms of debris, trash and litter deposited on the beach by the ocean or by bather usage, shall be raked up and removed to the disposal site on a daily basis. ii. Trash Removal: Fixed or mobile trash containers of any nature; round, square, wood, or metal, provided by the County that are located anywhere on the sand and seaward of the curb or edge of the pavement of the nearest road paralleling the Beach area, shall Agreement 2 August 2011 be emptied and hauled to disposal site on a daily basis. Contractor is responsible to provide all trash bags for the containers provided by the County. iii. Trash floating in the water behind seaweed shall be removed in accordance with established U. S. Coast Guard policy. E. Seagrass: The Contractor shall rake up all seagrass including the tide level strand line whenever located on the beaches and haul it to the disposal site. The Contractor is responsible for disposing of seaweed in such a manner which would not be in violation of any federal, state, or local regulations. When seaweed rack is greater than 10" in depth, the contractor shall use an initial cleaning method to supplement the final Beach Tech cleaning. F. Emergency Services: The County Sr. Director of Lower Keys Operations shall contact the Contractor immediately when an emergency call is needed. The Contractor shall also notify the Sr. Director of Lower Keys Operations at 292 -4431 immediately in the event of a facility emergency. The Contractor shall respond to all emergency calls which occur during normal working hours and holidays and weekends within three hours of notification by the County. The Contractor shall invoice the County for after -hour, weekend and holiday emergencies based on the applicable hourly rate indicated in the contract. G. Hazard Management: The Contractor agrees to provide such hazard management services as the Owner's representative may request. The Contractor agrees to be available for the performing of such services on an emergency basis and shall respond to the request for the correction of such hazardous conditions, within a 24 hour period, such services shall be at additional hourly costs as established by the Bid Proposal, and include, but are not limited to, the shoring of eroding and deteriorated walkways by moving fill into place around them, grading storm -cut escarpments and removing threatening debris. Foreign material in excess of one ton which must be lifted at once is excluded from the Contractor's responsibility. H. Protection of Air Quality The air pollution likely to occur due to construction operations shall be minimized by, requiring the use of properly operating combustion emission control devices on construction vehicles and equipment used by contractors, and by encouraging the shutdown of motorized equipment not actually in use. Trash burning will not be permitted on the constructions site. I. Erosion Control and Beach Repair: The Contractor shall possess equipment capable of providing certain beach repairs and erosion control measures. The beach is from time to time in need of certain measures for erosion control and repair and, accordingly, the Contractor agrees to provide the following services to the extent of reasonable capability: Backfilling of washouts, particularly at the foot of any stairs or entrance ways. ii. Grading of excess sand deposits. Agreement 3 August 2011 iii. Grading of deep sand furrows and escarpments to a more easily navigated slope. iv. Adding sand to and grading around beach structures. V. Spreading sand provided by the County to replenish sand loss due to storms and /or erosion. vi. Periodic placing and spreading sand on the beaches as directed by the Sr. Director of Lower Keys Operations. J. Erosion Control: The Contractor agrees to maintain the contour of the Beaches against further wave action, and to maximize the usable sandy portion of the beach for recreational enjoyment. K. Hurricane Conditions: In the event a hurricane, major storm, or act of God deposits unusual and excessive amounts of material on the beach, and the Owner's representative reasonably agrees that such deposits are indeed excessive, the Contractor shall respond to the owners request within twenty -four hours of notification L. Attorney's Fees: 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. M. Equipment Parking Equipment parking is provided adjacent to the Monroe County Public Works storage area (North side of Higgs Beach property). N. Submittals: Submittals are required for the following: i. Beach Tech 3000 or equivalent (as approved by the Sr. Director) — data sheets ii. Schedule iii. Florida Department of Environmental Protection, Office of Beaches & Coastal Systems Beach Cleaning Permit iv. Front End Loader with long pronged bucket V. Dump Truck vi. Beach tilling contractor and equipment vii. Seaweed disposal plan Agreement 4 August 2011 Sec. 13 -61. Definitions (a) Adjacent waters means waters abutting a nesting area and extending three hundred (300) feet to either side of it, and out to either three hundred (300) yards offshore or the limits of the property line, whichever is further. (b) Artificial light or artificial lighting means the light emanating from any man -made or man- controlled device. (c) Beach means the zone of unconsolidated material that extends landward from the mean low -water line to the place where there is a marked change in material or physiographic form, or to the line of permanent vegetation, usually the effective limit of storm waves. (d) Beach berm means a bare, sandy shoreline with a mound or ridge of unconsolidated sand that is immediately landward of, and usually parallel to, the shoreline and beach. The sand is calcareous material that is the remains of marine organisms such as corals, algae and molluscs. The berm may include forested, coastal ridges and may be colonized by hammock vegetation. (e) Bug type bulb means any yellow colored incandescent light bulb, not to exceed twenty - five (25) watts, that is marketed as being specifically treated in such a way so as to reduce the attraction of bugs to the light. (f) Cumulatively illuminated means illuminated by numerous artificial light sources that as a group illuminate any portion of the beach. (g) Daylight hours means the locally effective time period between sunrise and sunset. (h) Hatchling means any species of marine turtle, within or outside of a nest, that has recently hatched from an egg. (i) Indirectly illuminated means illuminated as a result of the glowing element(s), lamp(s), globe(s), or reflector(s) of an artificial light source, which source is not directly visible to an observer on the beach. 0) Jurisdictional boundaries, sea turtle protection, means the area on contiguous land within three hundred (300) feet of an identified or potential nesting area. (k) Mechanical beach cleaning means any mechanical means by which debris, including but not restricted to trash, litter, seaweed or seagrass wrack, is removed from the beach. (1) Nest means the area in and around a place in which sea turtle eggs are naturally deposited or relocated beneath the sediments of the beach. (m) Nesting area means both identified nesting areas and potential nesting areas. (n) Nesting area, identified means any area where sea turtles have been or are currently nesting, and the adjacent beach or other intertidal areas used for access by the turtles. (o) Nesting area, potential means any area where sea turtle crawls have been observed. (p) Nesting season means the period from April 15 through October 31 of each year. (q) Permitted agent of the state means any qualified individual, group or organization possessing a permit from the Department of Environmental Protection to conduct activities related to sea turtle protection and conservation. Agreement 5 August 2011 (r) Sea turtle(s) means any specimen belonging to the species Caretta caretta (loggerhead turtle), Chelonia mydas (green turtle), Dermochelys coriacea (leatherback turtle), Eretmochelys imbricata (hawksbill turtle) or any other marine turtle using Monroe County beaches as a nesting habitat. (s) Tinted glass means any glass which: (a) has been treated to achieve an industry- approved, inside -to- outside light transmittance value of forty -five (45) percent or less (such transmittance is measured as the percentage of visible light that is transmitted through the glass); (b) has a minimum five (5) year warranty for the level of light transmittance specified in (a) above; and (c) has performance claims which are supported by approved testing procedures and documentation. (Ord. No. 8- 1994, § 1; Ord. No. 10 -1998, § 1, 3- 11 -98) Sec. 13 -62. Prohibition of activities disruptive to sea turtles. (a) Prohibition of horseback riding, campfires, and vehicular traffic. Horseback riding and campfires shall be prohibited on nesting areas during the nesting season. Vehicular traffic shall also be prohibited on nesting areas during the nesting season except for emergency and law enforcement vehicles, vehicles permitted on the beach for marine turtle conservation or research, or vehicles used for beach cleaning in compliance with section 13 -65, Standards for mechanical beach cleaning. (b) Prohibiting storage or placement of any material in the nesting area. The storage or placement of any material such as but not limited to construction material, rip -rap, trash and debris, mulch or other organic material, landscaping material, fill, vehicles, or boats, that has potential to impede movement of hatchlings or adults between ocean and nesting areas, or that may cover existing nests or nesting sites is strictly prohibited. (c) Development. All development shall be set back a minimum of fifty (50) feet from any area which serves as an active or potential nesting area for marine turtles. The fifty (50) foot setback will be measured from the landward toe of the most landward beach berm or from fifty (50) feet landward of mean high water (MHW), whichever results in the smaller total setback. The maximum total setback shall be one hundred (100) feet from MHW. (Ord. No. 8 -1994, § 2; Ord. No. 10 -1998, § 1, 3- 11 -98) Sec. 13 -63. Standards for exterior artificial lighting_ To prevent exterior artificial lighting from illuminating the jurisdictional boundaries or adjacent waters during the nesting season, the following measures shall be taken to reduce or eliminate the negative effects of new or existing artificial lighting: (a) Exterior artificial light fixtures within direct line -of -sight of the beach shall be designed, positioned, modified, or removed so that: (1) The point source of light or any reflective surface of the light fixture is not directly visible from the beach. (2) The area within the jurisdictional boundaries is not directly, or indirectly illuminated. (3) The area within the jurisdictional boundaries is not cumulatively illuminated. Agreement 6 August 2011 (b) Measures such as but not limited to the following shall be taken to reduce or eliminate the negative effects of new or existing artificial beachfront lighting through appropriate design: (1) Positioning of fixtures so that the point source of light or any reflective surface of the light fixture is eliminated or is no longer visible from the beach. (2) Replacement of fixtures having an exposed light source with fixtures containing recessed light sources or shields. (3) Replacement of traditional light bulbs with yellow bug type bulbs not exceeding twenty -five (25) watts or low- pressure sodium vapor lamps. (4) Replacement of non-directional fixtures with completely shielded directional fixtures that point down and away from the beach. (5) Replacement of fixture having transparent of translucent coverings with fixtures having opaque shields covering an arc of at least one hundred eighty (180) degrees and extending an appropriate distance below the bottom edge of the fixture on the seaward side so that the light source or any reflective surface of the light fixture is not visible from the beach. (6) Replacement of pole lamps with low - profile, low -level luminaries no higher than forty -eight (48) inches off the ground such as low- mounted wall fixtures, low bollards, and ground -level fixtures, so that the light source or any reflective surface of the light fixture is not visible from the beach. (7) Replacement of incandescent, fluorescent, and high- intensity lighting with the lowest wattage low- pressure sodium vapor lighting possible for the specific application. (8) Planting or improvement of landscape vegetation in compliance with the land development regulations (chapter 9.5 -345 environmental design criteria) between the light source and the beach to screen light from the beach. (9) Construction of ground level barriers in compliance with the land development regulations (chapter 9.5 -345 Environmental design criteria) to shield light sources from the beach. (10) Limitation of exterior lights used expressly for safety or security purposes. Any such lighting allowed must conform to the measures set forth in this section in order to reduce or eliminate negative effects on sea turtles. (11) Permanent removal of all floodlights, uplights, or spotlights used for decorative or accent purposes. (12) Permanent removal or disabling of any fixture which cannot be brought into compliance with the provisions of these standards. (13) Shielding or modification of any existing lighted sign pursuant to the land development regulations (chapter 9.5 -345 environmental design criteria) such that it is not directly visible from the beach. (Ord. No. 8 -1994, § 3; Ord. No. 10 -1998, § 1, 3- 11 -98) Sec. 13 -64. Standards for interior artificial lighting. To prevent interior artificial lighting from illuminating the jurisdictional boundaries or adjacent waters during the nesting season, measures such as but not limited to the following shall be taken Agreement 7 August 2011 to reduce or eliminate the negative effects of new or existing interior light emanating from doors and windows: (a) Interior artificial lighting within direct line -of -sight of the beach shall be designed, positioned, modified, or removed so that: (1) The point source of light or any reflective surface of the light fixture is not directly visible from the beach. (2) The area within the jurisdictional boundaries is not directly or indirectly illuminated. (3) The area within the jurisdictional boundaries is not cumulatively illuminated. (b) Measures such as but not limited to the following shall be taken to reduce or eliminate the negative effects of new or existing interior beachfront lighting through appropriate design: (1) Use of window treatments such as blackout draperies, shade - screens or blinds to shield interior lights from the beach. (2) Installation of new windows which meet the standards for tinted glass or, for existing windows, an application of window tint or film that meets the standards for tinted glass. (3) Turning off all unnecessary interior lights. (4) Arrangement of lamps and other moveable light fixtures away from windows. (5) Appropriate interior design to eliminate overhead lighting which could illuminate the nesting beach. (6) For new construction within line of sight of the beach, tinted glass shall be installed on all windows and glass doors of single -or multi -story structures. (Ord. No. 8 -1994, § 4; Ord. No. 10- 1998, § 1, 3- 11 -98) Sec. 13 -65. Standards for mechanical beach cleaning. All mechanical beach cleaning activities designed to remove debris from the beach or redistribute debris on the beach through the use of motorized vehicles or other mechanical means shall comply with the following standards: (a) Timing: Beach cleaning shall be confined to daylight hours during the nesting season. (b) Mode of operations: During the nesting season (April 15 through October 31): (1) Beach cleaning operations shall be limited to the area seaward of the strand line (previous high tide mark). (2) Light- weight motorized vehicles having wide, low- profile, low - pressure tires, or hand raking shall be used to conduct beach cleaning operations. (3) Devices used for removing debris from the beach shall be designed and /or operated such that they do not penetrate beach substrate by more than two (2) inches. (4) Operators shall be educated to identify a sea turtle crawl (turtle tracks), recognize and avoid a sea turtle nest, report nests and /or crawls to a permitted agent of the state. Agreement 8 August 2011 (5) All excess raked material must be removed from the beach and disposed of properly or stored in an upland area as approved by the director of environmental resources. With special approval from the director of environmental resources and the state department of environmental protection, limited quantities of organic material may be incorporated into the substrate in order to enhance the beach /berm system. (c) Coordination of beach cleaning operations with state - sanctioned scientific studies. All beach cleaning operations shall be coordinated through the state to ensure that these operations do not interfere with state - sanctioned scientific studies or surveys of sea turtle nesting activities. (d) Authorization. Any person performing mechanical beach cleaning must have a current permit from the Florida Department of Environmental Protection for the area being cleaned. (Ord. No. 8- 1994, § 5; Ord. No. 10 -1998, § 1, 3-11-98) Sec. 13 -66. Protection from predation. (a) No predatory pets or pets likely to have a potential for being disruptive or damaging to nesting turtles, hatchlings, or nests shall be allowed to roam loose and unsupervised within the jurisdictional boundaries during the nesting season. Such pets include but are not limited to dogs, cats, snakes, lizards or iguanas, ferrets and pigs. (b) Feeding of raccoons, opossums and other wild animals within the jurisdictional boundaries is prohibited. (Ord. No. 8 -1994, § 6; Ord. No. 10 -1998, § 1, 3- 11 -98) Sec. 13 -67. Penalty. (a) Violations of this article may be prosecuted in the same manner as misdemeanors are prosecuted. In such cases, the violations shall be prosecuted in the name of the state in a court having jurisdiction over misdemeanors by the prosecuting attorney thereof and upon conviction shall be punished by a fine not to exceed five hundred dollars ($500.00) or by imprisonment in the county jail not to exceed sixty (60) days or both such fine and imprisonment. Violations may also be prosecuted through proceedings before the Monroe County Code Enforcement Board, or pursuant to chapter 76 -435, Laws of Florida [App. A, art. V, div. 3], or through any other lawfully available means including civil and injunctive relief. (b) The property owner and, where applicable, the designee, agent, tenant, lessee, or assignee, shall each be held responsible for adherence to Article IV, Protection of Sea Turtles. (Ord. No. 8 -1994, § 7; Ord. No. 10 -1998, § 1, 3- 11 -98) Secs. 13- 68-- 13 -80. Reserved. Agreement 9 August 2011 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. 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 a proper invoice by CONTRACTOR. B. 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. The Contract amount shall be as stated by the CONTRACTOR's bid as follows: $ 9,884.26 per month regular hours seven days per week (including equipment costs and dumping) $ 645.94 per hour emergencies (ex. Post - hurricanes, including equipment costs & dumping fees) 4. TERM OF AGREEMENT This Agreement shall commence on October 1, 2011, and ends upon September 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 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. 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. Agreement 10 August 2011 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. 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 minimum statutory limits as required by Florida Law. In addition, the CONTRACTOR shall obtain Employers' Liability Insurance with limits of not less than $ 100,000.00 bodily injury by accident, $ 500.000.00 bodily injury by disease, and $ 100,000.00 bodily injury by disease, each employee. COMPREHENSIVE AUTOMOBILE VEHICLE LIABILITY INSURANCE. Motor vehicle liability insurance, including applicable no -fault coverage, with limits of liability of not less than $100,000.00 per occurrence, combined single limit for Bodily Injury Liability and 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 $ 50,000.00 per person, $ 100,000.00 per occurrence, and $ 25,000.00 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 Agreement 11 August 2011 Liability and Property Damage Liability. If single limits are provided, the minimum acceptable limits are $ 100,000.0 per person, $ 300,000.0 per occurrence, and $ 50,000.0 property damage. MONROE COUNTY BOARD OF COUNTY COMMISSIONERS MUST BE NAMED AS ADDITIONAL INSURED ONALL POLICIES EXCEPT WORKER'S COMPENSATION. 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. 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 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) Agreement 12 August 2011 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, 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. 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. Agreement 13 August 2011 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 Facilities Maintenance Department 3583 South Roosevelt Boulevard Key West, FL 33040 and County Attorney P. O. Box 1026 Key West, FL 33041 -1026 E E & G Environmental Services, LLC ATTN 6810 Front Street Key West, FL 33040 and E E & G Environmental Services, LLC 5751 Miami Lakes Drive East Miami Lakes, FL 33014 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 terminate this Agreement with or without cause prior to the commencement of work. b. The COUNTY or CONTRACTOR may terminate this Agreement for cause with seven (7) days notice to CONTRACTOR. Cause shall constitute a breach of the obligations of either party to 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 having any further obligation under the term s 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 Agreement 14 August 2011 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 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. 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 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 Agreement 15 August 2011 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 Agreement 16 August 2011 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. 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 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. Agreement 17 August 2011 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 this Agreement on the day and date first written above in four (4) counterparts, each of which shall, without proof or accounthig for the other counterparts, be deemed an original contract. A (SEAL) , BOARD OF COMMISSIONERS Attest: DANNY L. KOI`AGE, CLERK OF MON Y, F IDA By. � ' '� By: Dep /vlaycVeather Carruthers Date: 9 )—/ Date: 1 ' - Q / I I WITNESSES for CONTRACTOR: Signature Date Signatur Date E E & G ENVIRONMENTAL SERVICES, LLC Si ure o rso rize to egally bind C rp ation Date: t ame Address: 5 ( � A i o<; )IY�.aUr✓ D a Telephone Number Agreement 18 August 2011 AIL Z giB Mnw��� S�fM7 A MIOIMIOt &N r � i�l"' "` • a . Q goo 00 f. w Woft • ft h .4 �.� y