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10/19/2011 Agreement DANNY L. KOLHAGE CLERK OF THE CIRCUIT COURT DATE: October 31, 2011 TO: Dent Pierce, Director Public Works Division ' ATTN: Beth Leto, Assistant Director n Public Works Division , 43, FROM: Isabel C. DeSantis, D.C. At the October 19, 2011, Board of County Commissioner's meeting, the Board granted approval of the following: Item C28 Board granted approval to exercise the first option to renew the Contract with Culver's Cleaning Company for Janitorial Services at Veteran's Memorial Park Restrooms, Little Duck Key, Monroe County. Item C29 Contract with Carrier Commercial Services as sole source provider for a service agreement to include preventative maintenance for the two Carrier chiller units and equipment at the Gato Building in Key West. Item C30 Lease Agreement, effective October 19, 2011 to October 18, 2036, with the Florida Keys Children's Shelter, Inc. a Florida Item not - for - profit corporation, to provide facilities and services to abused youth and families in the community. Item C31 Award of Bid / Contract with Siemens Industry, Inc. for the testing, certification, and maintenance of the Monroe County Detention Center's fire alarm system, building automation system, and smoke control system; the Sheriff's Administration Building's fire alarm system and building automation system; the Juvenile Justice Center's fire alarm system and building automation system; and the Courthouse Annex's fire alarm system. Item C32 Interlocal Agreement with the City of Marathon for utilization of the County meeting room in Marathon for 24 City Council meetings. Attached are dupilcate original of the subject items for your handling. Should you have any questions, please do not hesitate to contact this office. cc: County Attorney Finance File Carriet This SERVICE AGREEMENT entered into by and between: CARRIER COMMERCIAL SERVICE SOUTH FLORIDA SERVICE BRANCH 5440 NW 33 AVE Suite 108 FORT LAUDERDALE, FL 33309 (800) 299 -1247 (954) 247 -2096 MONROE COUNTY ' GATO BUILDING 1100 SIMONTON STREET ROOM 203 rk-.3 KEY WEST, FL 33040 FOR SERVICE AT: Gato Building 1100 Simonton Street — Key West, FL 33040 c. CD Proposal Number: 58923 _ a Proposal Date: August 10, 2011 -- Q EQUIPMENT /CONTROLS DEVICE SERVICES See "Equipment/Controls Device List" section for a list of equipment included in this Agreement. AGREEMENT PRICE: The TOTAL AGREEMENT PRICE is $74,412.00 covering a term of 3 years. Invoicing will be quarterly @ $6,201.00 in arrears of Preventative Maintenance scheduled visits. AGREEMENT TERM This AGREEMENT shall become effective upon October 1, 2011 and shall continue for a 3 year term. Either party may terminate this Agreement at any time by giving thirty (30) days written notice to the other party. The Agreement Price for the first year of the initial renewal term will be the same price of the last year of the final year of the initial term but adjusted to reflect the percent increase shown by the index of the Producer Price Index for Metals and Metal products published by the U.S. Department of Labor, Bureau of Statistics for the adjustment month compared with the index for the same month of the final year of the original term of the Agreement and the percent increase to Carrier's straight time hourly labor rates contained in Carrier's applicable collective bargaining agreement compared with the straight time hourly labor rates for the same month of the final year of the original term of the Agreement. The Agreement Price will be adjusted annually thereafter to reflect the percent increase shown by the index of the Producer Price Index for Metals and Metal products published by the U.S. Department of Labor, Bureau of Statistics for the adjustment month compared with the index for the same month of the previous year, and the percent increase to Carrier's straight time hourly labor rates contained in Carrier's applicable collective bargaining agreement compared with the straight time hourly labor rates for the same month of the previous year. ACCEPTANCE AND APPROVAL This shall become a valid Agreement upon signature by Customer and signature by a Carrier representative in the Carrier approval blocks below. The undersigned acknowledges and agrees by its signature that the General Provisions, Scope of Service and any amendment or addenda signed by and approved by both parties with respect thereto constitutes the entire Agreement. No agent of Carrier or employee shall have authority to alter or waive any General Provisions unless written approval is obtained from Carrier. Submitted By: SA McLennan. Ft. Lauderdale. FL Date: 8/11/2011 Execution by Authorized Representatives: CUSTOMER ACCEPTANCE: CARRIER APPROVAL: i . &• 1 - 1 9 C tomer eptance (signature) Date Carrier pp %' a (signa•.■ -) Date c+ h e( C o r r h k e. r s Chris War 14 Customer Acceptance (typed/printed name) Carrier Approval (typed/printename) Ck ©f/ C �� Cc \ r W� . ► SCAN �`CC- S V I`Sv✓ Title I Title (SEAL) n • • 0 r . OUNTY A aRN e C , PRO ED AS TO PE DRO J. uM , r ' CADO ' • •" ' Date CARRIER CORPORATION TERMS AND CONDITIONS OF SALE — EQUIPMENT AND /OR SERVICE 1. PAYMENT AND TAXES- 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 F.S. 218.735; payment will be made after delivery and inspection by County and upon submission of invoice by Contractor. 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 County designates the Clerk of Courts as its agent under the Local Government Prompt Payment Act, Florida Statues Section 218.735 2. EXTRAS- Equipment, parts or labor in addition to those specified in this Agreement will be provided upon receipt of Customer's written authorization and paid for as an extra and subject to the terms of this Agreement. 3. RETURNS- No items will be accepted for retum without prior written authorization. Retumed goods may be subject to a restocking charge. Special order and non -stock items cannot be retumed. 4. SHIPMENT - All shipments shall be F.O.B. shipping point, freight prepaid and allowed to the job site. Shipment dates quoted are approximate. Carrier does not guarantee a particular date for shipment or delivery. 5. PARTIAL SHIPMENT- Carrier shall have the right to ship any portion of the equipment included in this Agreement and invoice Customer for such partial shipment. 6. DELAYS— Delays caused by conditions beyond the reasonable control of either party shall not be the liability of either party to this Agreement. 7. WARRANTY- Carrier warrants that all equipment manufactured by Carrier Corporation and all Carrier equipment, parts or components supplied hereunder will be free from defects in material and workmanship. Carrier shall at its option repair or replace, F.O.B. point of sale, any equipment, part or component sold by Carrier and determined to be defective within one (1) year from the date of initial operation or eighteen (18) months from date of shipment, whichever is earlier. Carrier does not warrant products not manufactured by Carrier Corporation, but it does pass on to Customer any available manufacturer's warranty for those products. Carrier warrants that all service provided by Carrier hereunder shall be performed in a workmanlike manner. In the event any such service is determined to be defective within ninety (90) days of completion of that service, Carrier shall at its option re- perform or issue a credit for such service, Carrier's obligation to repair or replace any defective equipment, parts or components during the warranty period shall be Customer's exclusive remedy. Carrier shall not be responsible for labor charges for removal or reinstallation of defective equipment, parts or components, for charges for transportation, handling and shipping or refrigerant loss, or for repairs or replacement of such equipment, parts or component, required as a consequence of faulty installation, misapplication, vandalism, abuse, exposure to chemicals, improper servicing, unauthorized alteration or improper operation by persons other than Carrier. THIS WARRANTY IS GIVEN IN LIEU OF ALL OTHER WARRANTIES. EXPRESS. IMPLIED OR STATUTORY INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. B. WORKING HOURS — All services performed under this Agreement including major repairs, are to be provided during Carrier's normal working hours unless otherwise agreed. B. ADDITIONAL SERVICE- Services or parts requested by Customer in addition to those specified in this Agreement will be provided upon receipt of Customer's written authorization and invoiced at Carrier's prevailing labor rates and parts charges. Additional services or parts shall be supplied under the terms of this Agreement. 10. CUSTOMER RESPONSIBILITIES (Service Contracts only) — Customer shall: • Provide safe and reasonable equipment access and a safe work environment. • Permit access to Customer's site, and use of building services including but not limited to: water, elevators, receiving dock facilities, electrical service and local telephone service. • Keep areas adjacent to equipment free of extraneous material, move any stock, fixtures, walls or partitions that may be necessary to perform the specified service. • Promptly notify Carrier of any unusual operating conditions. • Upon agreement of a timely mutual schedule, allow Carrier to stop and start equipment necessary to perform service. • Provide adequate water treatment. • Provide the daily routine equipment operation (if not part of this Agreement) including availability of routine equipment log readings. • Where Carriers remote monitoring service is provided, provide and maintain a telephone line with long distance direct dial and answer capability. • Operate the equipment properly and in accordance with Instructions. • Promptly address any issues that arise related to mold, fungi, mildew or bacteria. • Identify and label any asbestos containing material that may be present. The customer will provide, in writing, prior to the start of a job, a signed statement regarding the absence or presence of asbestos for any job where the building or the equipment to be serviced is older than 1981. Should this document state that no asbestos is present, the customer will also provide in writing the method used to determine the absence of asbestos. 11. EXCLUSIONS— Carrier is not responsible for items not normally subject to mechanical maintenance including but not limited to: duct work, =sings, cabinets, fixtures, structural supports, grillage, water piping, steam piping, drain piping, cooling tower fill, boiler tubes, boiler refractory, disconnect switches and circuit breakers. Carrier is not responsible for repairs, replacements, alterations, additions, adjustments, repairs by others, unscheduled calls or emergency calls, any of which may be necessitated by negligent operation, abuse, misuse, prior improper maintenance, vandalism, obsolescence, building system design, damage due to freezing weather, chemical/electrochemical attack, corrosion, erosion, deterioration due to unusual wear and tear, any damage related to the presence of mold, fungi, mildew, or bacteria, damage caused by power Equipment and/or Service 3 CCS -TCES 04 -06 -11 reductions or failures or any other cause beyond Carvers control. Carrier shall not be required to perform tests, install any items of equipment or make modifications that may be recommended or directed by insurance companies, govemment, state, municipal or other authority. However, in the event any such recommendations occur, Carrier, at its option, may submit a proposal for Customer's consideration in addition to this Agreement. Carrier shall not be required to repair or replace equipment that has not been properly maintained. 12. EQUIPMENT CONDITION & RECOMMENDED SERVICE (Service Contracts only) — Upon the initial scheduled operating and/or initial annual stop inspection, should Carrier determine the need for repairs or replacement, Carrier will provide Customer in writing an 'equipment bondition' report including recommendations for corrections and the price for repairs in addition to this Agreement. In the event Carrier recommends certain services (that are not included herein or upon initial inspection) and if Customer does not elect to have such services properly performed in a timely fashion, Carrier shall not be responsible for any equipment or control failures, operability or any long -term damage that may result. Carrier at its option will either continue to maintain equipment and/or controls to the best of its ability, without any responsibility, or remove such equipment from this Agreement, adjusting the price accordingly. 13. PROPRIETARY RIGHTS (Service Contracts only)- During the term of this Agreement and in combination with certain services, Carrier may elect to install, attach to Customer equipment, or provide portable devices (hardware and /or software) that shall remain the personal proprietary property of Carrier. No devices installed, attached to real property or portable device(s) shall become a fixture of the Customer locations. Customer shall not acquire any interest, title or equity in any hardware, software, processes, and other intellectual or proprietary rights to devices that are used in connection with providing service on Customer equipment. 14. LIMITATION OF LIABILITY- Under no circumstances shalt Carrier be liable for any incidental, special or consequential damages, including Toss of revenue, loss of use of equipment or facilities, or economic damages based on strict liability or negligence. Carrier shall be liable for damage to property, other than equipment provided under this Agreement, and to persons, to the extent that Carriers negligent acts or omissions directly contributed to such injury or property damage. Carriers maximum liability for any reason (except for personal injuries) shall consist of the refunding of all moneys paid by Customer to Carrier under this Agreement. 16. CUSTOMER TERMINATION FOR CARRIER NON-PERFORMANCE — Customer shall have the right to terminate this Agreement for Carrier's non - performance provided Carrier fails to cure such non - performance within 30 days after having been given prior written notice of the non- performance. Upon early termination or expiration of this Agreement, Carrier shall have free access to enter Customer locations to disconnect and remove any Carrier personal proprietary property or devices as well as remove any and all Carrier -owned parts, tools and personal property. Additionally, Customer agrees to pay Carrier for all incurred but unamortized service costs performed by Carrier including overheads and a reasonable profit. 17. CARRIER TERMINATION — Carrier reserves the right to discontinue its service any time payments have not been made as agreed or if alterations, additions or repairs are made to equipment during the term of this Agreement by others without prior agreement between Customer and Carrier. 18. CLAIMS - Any suits arising from ,the performance or nonperformance of this Agreement, whether based upon contract, negligence, and strict liability or otherwise, shall be brought within one (1) year from the date the claim arose. 19. GOVERNMENT PROCUREMENTS- The components, equipment and services provided by Carrier are "commercial items" as defined in Section 2.101 of the Federal Acquisition Regulations ("FAR "), and the prices of such components, equipment and services are based on Carrier's bommercial pricing policies and practices (which do not consider any special requirements of U.S. Govemment cost principles, FAR Part 31, or any similar procurement regulations). As such, Carrier will not agree to provide or certify cost or pricing data, nor will Carrier agree to comply with the Cost Accounting Standards (CAS). In addition, no federal government procurement regulations, such as FARs or DFARs, shall apply to this Agreement except those regulations expressly accepted in writing by Carrier. 20. HAZARDOUS MATERIALS- Carrier is not responsible for the identification, detection, abatement, encapsulating or removal of asbestos, products or materials containing asbestos, similar hazardous substances, or mold, fungi, mildew, or bacteria. If Carrier encounters any asbestos or other hazardous material while performing this Agreement, Carrier may suspend its work and remove its employees from the project, until such material and any hazards associated with it are abated. The time for Carrier's performance shall be extended accordingly, and Carrier shall be bompensated for the delay.. 21. WASTE DISPOSAL - Customer is wholly responsible for the removal and proper disposal of waste oil, refrigerant and any other material generated during the term of this Agreement. 22. SUPERSEDURE, ASSIGNMENT and MODIFICATION- This Agreement contains the complete and exclusive statement of the agreement between the parties and supersedes all previous or contemporaneous, oral or written, statements. Customer may assign this Agreement only with Carriers prior written consent. No modification to this Agreement shall be binding unless in writing and signed by both parties. 23. CUSTOMER CONSENT - Customer consents and agrees that Carrier may, from time to time, publicize Carrier related projects with Customer, including the value of such projects, in all forms and media for advertising, trade, and any other lawful purposes. 24. FOR WORK BEING PERFORMEND IN CALIFORNIA: Contractors are required by law to be licensed and regulated by the Contractors' State License Board which has jurisdiction to investigate complaints against contractors if a complaint regarding a patent act or omission is filed within four years of the date of the alleged violation. A complaint regarding a latent act or omission pertaining to structural defects must be filed within 10 years of the date of the alleged violation. Any questions concerning a contractor may be referred to the Registrar, Contractors' State License Board, P.O. Box 26000, Sacramento, California 95826. 25. GOVERNING LAW, VENUE, INTERPRETATION Governing Law, Venue, Interpretation, Costs, and Fees: This Agreement shaft be govemed by and construed in accordance with the laws of the State of Florida applicable to contracts 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 Customer and Carrier agree that venue will lie in the appropriate court or before the appropriate administrative body in Monroe County, Florida. The Customer and Carrier 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. 26. 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 Df this Agreement, shall not be affected thereby; and each remaining term, covenant, condition and provision of this Agreement shall be valid and Equipment and/or Service 4 CCS -TCES O4 -06 -11 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 Customer and Carrier 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. 27. ATTORNEY'S FEES and COSTS The Customer and Carrier 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 attomey's fees, court costs, investigative, and out -of- pocket expenses, as an award against the non - prevailing party, and shall include reasonable attomey's fees, courts costs, investigative, and out -of- pocket expenses in appellate proceedings. 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 z.ircuit court of Monroe County. 28. BINDING EFFECT The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to the benefit of the Customer and Carrier and their respective legal representatives, successors, and assigns. 29. 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 Customer and corporate action, as required by law. 30. 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, Customer and Carrier 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. Customer and Carrier specifically agree that no party to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement 31. NONDISCRIMINATION Carrier 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. Carrier 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) Trtle 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- 66107) 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 pf 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 the parties to, or the subject matter of, this Agreement. 32. COVENANT OF NO INTEREST Customer and Canier covenant that neither presently has any interest, and shall not acquire any interest, which would conflict in any manner or degree with its performance under this Agreement, and that the only interest of each is to perform and receive benefits as recited in this Agreement. 33. CODE OF ETHICS Customer agrees that officers and employees of the Customer 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, sollcitatlon 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. 34. NO SOLICITATION/PAYMENT The Customer and Carrier 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 Carrier agrees that the Customer 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. 35. PUBUC ACCESS The Customer and Carrier 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 Customer and Carrier in conjunction with this Agreement; and the Customer shall have the right to unilaterally cancel this Agreement upon violation of this provision by Carrier. 36. NON - WAIVER OF IMMUNITY Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the participation of the Customer and the Canier in this Agreement and the acquisition of any commercial liability insurance coverage, self - insurance coverage, or local govemment liability insurance pool coverage shall not be deemed a waiver of immunity to the extent of liability coverage, nor shall any contract entered into by the Customer be required to contain any provision for waiver. 37. 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 Customer, when performing their respective functions under this Agreement within the tenitorial limits of the Customer 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 Customer. 38. LEGAL OBLIGATIONS AND RESPONSIBIITIES: Non - Delegation of Constitutional or Statutory Duties. This Agreement is not intended to, nor shall it be construed as, relieving any participating entity from any obligation or responsibility imposed upon the entity by law except to the extent of actual and timely 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 Customer, except to the extent permitted by the Florida constitution, state statute, and case law. Equipment and/or Service 5 CCS -TCES 04-06-11 39. 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 Customer and the Carrier agree that neither the Customer nor the Carrier 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 40. NO PERSONAL LIABILTIY 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. 41. EXECUTIION 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. 42. 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. 43. MUTUAL REVIEW This agreement has been carefully reviewed by Carrier and the Customer, therefore this agreement is not to be construed against either party on the basis of authorship. 44.INDEMNIFICATION/HOLD HARMLESS Notwithstanding any minimum insurance requirements prescribed elsewhere in this agreement, Carrier shall defend, indemnify and hold the Customer and the Customer'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, or penalty, and (111) 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 Carrier or any of its employees, agents, Carriers or other invitees during the term of this AGREEMENT, (B) the negligence or willful misconduct of Carrier or any of its employees, agents, Carriers or other invitees, or (C) Carrier'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 negligent acts or omissions of the Customer or any of its employees, agents, Carriers or invitees (other than Carrier). 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 lease, this section will survive the expiration of the term of this Agreement or any earlier termination of this Agreement. 45ANNUAL 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. • Equipment and/or Service 6 CCS -TCES O4 -06 -11 GENERAL PROVISIONS EQUIPMENT /CONTROLS DEVICE LIST Item: Water Pump Quantity: 2 Item: Reciprocating chiller - air cooled Quantity: 2 Model Number Serial Number Description Location 3ORB- 10052 - -33 -L 0606Q80761 Aqua -Snap air - cooled scroll chiller Roof, Gato Building 30RB- 10052 -33 -L 0606Q80762 Aqua -Snap air - cooled scroll chiller Roof - Gato Building SERVICE AGREEMENT SUMMARY Item: Reciprocating chiller - air cooled Quantity: 2 Serial Number(s): 0606Q80762, 0606Q8076I Frequency: Tasks Year I Year 2 Year 3 Annual Maintenance I ' I I Routine Operating Inspection 3 3 3 Repair Services A/R A/R A/R Item: Water Pump Quantity: 2 Serial Number(s): Frequency: Tasks Year I Year 2 Year 3 Routine Operating Inspection 4 4 4 TASK ACTION LIST • Item: Reciprocating chiller - air cooled Quantity: 2 Serial Number(s): 0606Q80762, 0606Q80761 Frequency: Task and Actions Year 1 Year 2 Year 3 Annual Matntemrtnee 1 1 1 REPORT TO CUSTOMER UPON ARRIVAL x x x REVIEW AND EVALUATE LOG READINGS x x x LEAK TEST ENTIRE UNIT x x x CALIBRATE OPERATING CONTROLS x x x CALIBRATE MOTOR AMPS & VOLTS x x x CHECK STARTER WIRING AND CONTROLS x x x INSPECT CONTACTORS x x x CHECK GAUGES / INDICATOR LIGHTS x x x CALIBRATE CONTROLS AND VOLTAGE x x x CALIBRATE FLOW SWITCHES/DEVICES x x x CHECK FAN MOTORS & PROPS x x x All Actions under each Task marked 'x' are included except for any items market 'N' (No), 'N /A' (Not Applicable) or'W/A' (When Applicable). Items listed under any Task marked 'A/R' (As Required) are to be performed, if required, as determined by Carrier's best judgment based on actual operating conditions, analysis and/or equipment monitoring. REPLACE OIL FILTER (if necessary) x x x LUBRICATE EQUIPMENT AS NEEDED x x x CLEAN UP WORK STATION x x x REPORT TO CUSTOMER ON DEPARTURE, ADVISE x x x • CLEAN CONDENSER COILS x x x Frequency: Task and Actions Year 1 Year 2 Year 3 Routine Operating Inspection 3 3 3 REPORT TO CUSTOMER UPON ARRIVAL x x x CHECK GENERAL MACHINE OPERATION x x x CHECK FAN MOTORS & PROPS x x x CHECK ELECTRICAL COMPONENTS x x x CHECK CONTROL, POWER AND PIPING x x x CHECK SAFETY/OPERATING CONTROLS x x x CHECK GAUGES / INDICATOR LIGHTS x x x LOG CHWBRDNE IN TEMPERATURE x x x LOG CHWBRWE OUT TEMPERATURE x x x LOG CONDENSER AIR IN TEMPERATURE x x x LOG CONDENSER AIR OUT TEMPERATURE x x x LOG COOLER REFRIGERANT PRESSURE x x x LOG COOLER REFRIGERANT TEMPERATURE x x x CHECK APPROACHES THROUGH CALCULATION x x x LUBRICATE AS NEEDED x x x MAKE EQUIPMENT ADJUSTMENTS AS REQUIRED x x x CLEAN UP WORK STATION x x x REPORT TO CUST, ADVISE & OBTAIN SIGNATURE x x x • RINSE CONDENSER COILS x x x Frequency: Task and Actions Year 1 Year 2 Year 3 Repair Services A/R A/R A/R • EMERGENCY CALLS A/R A/R A/R • MINOR REPAIR (LABOR) A/R A/R A/R • MINOR REPAIR (MATERIAL) A/R A/R A/R • MAJOR REPAIR (LABOR) AB A/R A/R • MAJOR REPAIR (MATERIAL) A/R A/R A/R • REFRIGERANT MAUL UP TO 15% OPTION A/R A/R I AB Item: Water Pump Quantity: 2 Frequency: Task and Actions Year 1 Year 2 Year 3 Routine Operating Inspection 4 4 4 CHECK FOR LEAKS x x x CHECK FOR UNUSUAL VIBRATION x x x CHECK SURFACE TEMPERATURE x x x INSPECT PACKING LEAK x x x INSPECT SEAL WATER/SOLUTION VALVE x x x CHECK GENERAL OPERATING CONDITION x x x INSPECT ALL DRAIN PANS & DRAIN PIPING x x x CLEAN UP WORK STATION x x x REPORT TO CUST, ADVISE & OBTAIN SIGNATURE x x x All Actions under each Task marked 'x' are included except for any items market 'N' (No), N/A' (Not Applicable) or ' W /A' (When Applicable). Items listed under any Task marked 'A/R' (As Required) are to be performed, if required, as determined by Carrier's best judgment based on actual operating conditions, analysis and/or equipment monitoring. i 1 SCOPE OF SERVICE PREVENTATIVE MAINTENANCE: ROUTINE OPERATING INSPECTIONS) Each Routine Operating Inspection is to consist of the task- actions listed herein for each equipment type and to be performed at the frequency listed. ANNUAL PREVENTIVE MAINTENANCE Each Annual Preventive Maintenance is to consist of pre- scheduled recurring preventive maintenance actions which are to be performed on a yearly interval determined by equipment operating hours that may be recommended by each equipment manufacturer. These annual tasks are designed to prepare the equipment for prime operating condition so that the equipment will operate effectively, reliably, and efficiently during the peak demand months. REPAIR SERVICE: MINOR REPAIRS Minor repairs shall consist of tasks which are performed during routine inspection(s) on an as needed basis that may require minor disassembly and removal of available inspection covers for minor repairs, measurements, and adjustments including replacement of routine expendable parts, controls, switches and indicator lamps. Labor and/or Material is to be included as indicated on the AGREEMENT. EMERGENCY CALLS (Unscheduled Service) Emergency Caps shall be provided when necessary to diagnose problems and perform minor adjustments between scheduled inspections. Unless otherwise indicated herein, Emergency Calls are to be available 365 days per year, 24 hours per day. MAJOR REPAIRS Major repairs consist of the repair or replacement of moving parts, motor stators, motor rotors, and maintainable components that may have failed unexpectedly (except for those failures beyond CARRIER'S control as stated in General Provisions). Major Repairs include dip and bake motor windings where applicable. Labor and/or Material is to be included as indicated on the SERVICE AGREEMENT. • REFRIGERANT MATERIAL The percent of refrigerant material indicated on the SERVICE AGREEMENT is to be the percent of chiller's design refrigerant charge provided per year. The refrigerant provided is to be for the performance of any Major Operating Inspection(s), Routine Operating Inspection(s), Annual Preventive Maintenance, Multi -year Preventive Maintenance or any Repair Service tasks so indicated on the Service Summary Sheet(s) herein. Any refrigerant material stocked on the job site by CARRIER for equipment covered herein is to be in approved storage containers and in accordance with ASHRAE Standard Safety Code for Mechanical Refrigeration (ANSUASHRAE 15- 1994). Unless otherwise specified, CARRIER has the option of stocking refrigerant on CUSTOMER'S job site or having access to local stock for immediate delivery. l � I 1 SCOPE OF SERVICE GENERAL SERVICES: ENVIRONMENTAL, HEALTH AND SAFETY CARRIER is committed to conducting its operations in compliance with all environmental regulations and to providing a safe and healthful workplace for all of its employees. Our environmental, health and safety goals include preventing incidents that harm the environment, accidental injury to our employees and visitors, and/or exposure to harmful chemical or physical agents. Our goals also include the elimination of accidents that cause property loss, environmental damage, or result in the interruption to our business. To achieve these goals, environmental and safety rules and procedures will be enforced equally with production, quality, cost and ethical standards. Our objective is to provide quality products and services while actively conserving our human and natural resources. CARRIER firmly believes that all accidents and undesirable environmental incidents are preventable. Furthermore, every job can, and will, be done safely and in an environmentally -sound manner. Realization of these goals and objectives will demand maximum effort from every employee. CARRIER's EH &S GOALS: A. Create and maintain "Safety Awareness". Safety is everyone's responsibility, therefore make safety an integral part of every service job. B. Strive to maintain a hazard -free work environment by requiring everyone to provide special attention to the equipment, processes and procedures utilized in the performance of our work. C. Provide for the safeguarding of our employees while improving the effectiveness of our quality assurance and customer satisfaction programs. D. Ensure compliance with applicable standards, regulations and codes established by local, state and federal agencies (re:OSHA). E. Utilize safety and health training, positive reinforcement techniques, identification, evaluation and correction of hazards and unsafe work procedures and performance to achieve regulatory compliance. F. Significant reduction in lost -time injuries, reportable accidents with the long range goal of no lost -time injuries and no recordable accidents. G. Active participation by all CARRIER employees in applicable aspects of the safety program. H. Provide CARRIER service operations with effective training based on both OSHA and CARRIER Safety Standards in the recognition, evaluation and control of hazards and dangerous work procedures and performances. I. Establish safety kits to provide proper personal protective equipment for the assigned tasks. J. Establishment of procedures for natural disasters, fire and emergency situations, including safe locations, exit routes, methods for accounting for employees in natural disasters. K. Achieve and ensure the implementation of the safety program with the performance of safety, health and record- keeping audits by representatives of CARRIER's Safety Committee, and if necessary, enforcement through an accepted, written, adequately communicated disciplinary program. , L. Baseline' plot of equipment under current standard conditions. COIL CLEANING The coils indicated on the SERVICE AGREEMENT herein are to be cleaned at the interval(s) indicated. Coil cleaning consists of cleaning the coil air side surface to remove any airborne particles and dirt build -up using either brush cleaning, high pressure air, chemicals with low pressure wash or high pressure chemical spray at CARRIER'S discretion based on coil accessibility or if specified under separate cover. �-„ ® AWI?D® DATE (MMfDDIVYYY) CERTIFICATE OF LIABILITY INSURANCE 09/02/2011 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement- A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). CONTACT PRODUCER NAME: MARSH USA INC. PHONE FAX 20 CHURCH STREET (A /C, No, Ext) _ - _ - . Noll_ HARTFORD. CT 06103 E - MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # ■ INSURER A :Hartford Fire Insurance Company ' 19682 INSURED INSURER B :The Insurance Company of the State of Pennsylvania 19429 CARRIER CORPORATION ONE CARRIER PLACE INSURER a .Illinois National Insurance Co. 23817 FARMINGTON, CT 06034 -4015 INSURER D :Chartis Casualty Company an Y 40258 INSURER E :New Hampshire Insurance Company 23841 p Y 1 INSURER F :National Union Fire Insurance Company of Pittsburgh, PA 19445 COVERAGES CERTIFICATE NUMBER:DJDRK6NS REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS. EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. E 1 INSR AD W . POLICY EFF . POLICY EXP 1 LIMITS LTR TYPE OF INSURANCE IN$R'.. WD POLICY NUMBER , (MM /DDIYYYY) !.. (MM /DD/YYYY) A GENERAL LIABILITY 1O2CSET10004 • 04/01/2011 04/01/2012 EACH OCCURRENCE $ 1.000.000 : $2,000.000 g DAMAGE TO R 300.000 PREMISES f Ea occurrence) _.., - _ X COMMERCIAL � MS GENERAL X LIABILITY OCCUR ' .aggregate per location/project - . J , '$10,000,000 policy MED EXP (Any one person) 5 10.000 general aggregate 1.000.000 PERSONAL & ADV INJURY ! $ GENERAL AGGREGATE $ 2,000.000 GEN'L AGGREGATE LIMIT APPLIES PER: , PRODUCTS - COMP /OP AGG . $ 2,000.000 POLICY PRO- LOC ' $ JECT A AUTOMOBILE LIABILITY 02CSET10000 (A/O) 04/01/2011 ' 04/01/2012 COMBINED SINGLE LIMIT $ 000,000 '..02CSET10019 (HI) X ANY AUTO !Hartford Underwriters Ins r BODILY INJURY (Per person) $ ALL OWNED SCHEDULED _ AUTOS _ AUTOS I ' BODILY INJURY (Per accident) $ NON -OWNED PROPERTY DAMAGE $ Per accidents — HIRED AUTOS AUTOS — - - UMBRELLA LIAB OCCUR 1 EACH OCCURRENCE S ^— EXCESS LIAB CLAIMS -MADE AGGREGATE S DED RETENTIONS - . 1 , . B ; WORKERS COMPENSATION :061967:CA -369 04/01/2011 04/01 /2012 x WC ST O ER ' C AND EMPLOYERS' LIABILITY !FL -370 TX - 371! 1 1 000,000 D ANY PROPRIETOR/PARTNER/EXECUTIVE -MULTI -368 E.L. EACH ACCIDENT $ 'MA367;MN375;NJ374 ;MULT1372.373 EXCLUDED? I N !NIA; F I (Mandatory OF OPERATIONS below 'CT WC (SIR 2.5MM) EX COV E.L. DISEASE - EA EMPLOYEES $ 1.000.000 It yes, describe be under - 1192382 1 E L DISEASE - POLICY LIMIT $ 1.000.000 $ 5 5 DESCRIPTION OF OPERATIONS 1 LOCATIONS ;VEHICLES (Attach ACORD 101. Additional Remarks Schedule. if more space is required) Monroe County Board of County Commissioners is an additional insured for general and automobile liability, b0 0 1 h res• - O • liabill sing out of Carrier Corporation's ongoing work for the additional insured as required by written contract. ` , - 0 ,.. 9 : ,, , ,, \ \ CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN MONROE COUNTY ACCORDANCE WITH THE POLICY PROVISIONS. GATO BUILDING BOARD OF COUNTY COMMISSIONERS 1100 SIMONTON STREET AUTHORIZED REPRESENTATIVE �' ROOM 203 (�f 1 J Ate/) '�"` KEY WEST. FL 33040 1 J // Page 1 of 1 © 1988 -2010 ACO.RD CORPORATION. All rights reserved. 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