01/19/2012 Agreement DANNY L. KOLHAGE
CLERK OF THE CIRCUIT COURT
DATE: January 24, 2012
TO: Jerry Barnett, Director
Project Management
ATTN: Ann Riger
Contract Administrator
FROM: Pamela G. Hanc I. C.
At the January 19, 2012, Board of County Commissioner's meeting the Board granted
approval and authorized execution of Item C17 an Agreement with the Sugarloaf Key Volunteer
Fire Department for repairs at the station located at 17175 Overseas Highway in Sugarloaf Key.
Enclosed is a copy of the above - mentioned for your handling. Should you have any
questions, please do not hesitate to contact this office.
cc: County Attorney
Finance
Filet
AGREEMENT BETWEEN MONROE COUNTY AND
SUGARLOAF KEY VOLUNTEER FIRE DEPARTMENT, INC.
This Agreement is made and entered into this day of , 2012; between the
MONROE COUNTY, FLORIDA ( "COUNTY "), a political sub is�of State of Florida, whose
address is 1100 Simonton Street, Key West, Florida 33040, and the SUGARLOAF KEY VOLUNTEER
FIRE DEPARTMENT INC. ( "SUGARLOAF "), a Florida Corporation, whose address is 17175 Overseas
Highway, Sugarloaf Key, Florida 33042.
WHEREAS, SUGARLOAF is a volunteer fire department, serving portions of the Florida
Keys; and
WHEREAS, SUGARLOAF operates a volunteer fire department from a building located at is
17175 Overseas Highway, Sugarloaf Key, Florida; and
WHEREAS, the building, owned by SUGARLOAF, is in need of repair in order to continue
operating as a viable fire station; and
WHEREAS, the COUNTY recognizes the contribution that SUGARLOAF has made and
continues to make toward the protection of lives and property in the Florida Keys; and
WHEREAS, it serves a legitimate public purpose for COUNTY to contribute to the cost of repair
of the building in order for SUGARLOAF to continue to provide such services
NOW THEREFORE, in consideration of the mutual promises and covenants contained herein,
it is agreed as follows:
1. THE AGREEMENT. This Agreement consists of this Agreement and its exhibits, sealed
Drawings provided by SUGALOAF's licensed Architect, Engineer, or contractor, Specifications
provided by SUGALOAF's licensed Architect, Engineer, or contractor, and Modifications, if
any, issued after execution of this Agreement. The Agreement represents the entire and
integrated agreement between the parties hereto and supersedes prior negotiations,
representations or agreements, either written or oral.
2. SCOPE OF THE WORK AND SUGARLOAF RESPONSIBILITIES SUGARLOAF agrees
to the following list of requirements and responsibilities:
A. Complete the project scope of work which consists of structural stabilization and repair of
east building of the Sugarloaf Fire Station known as the "annex ", and
B. The scope of work will include, but not necessarily be limited to, the following items
• Foundation repair and or replacement
• Column repair and or replacement
• Wall repair and or replacement
• Beam repair and or replacement
• Ground slab replacement
• Elevated slab repair
• Replacement of upper roof supports
• Demolition of stairs and other areas
C. Provide COUNTY with an accurate list of necessary repairs being made to the building, this
list shall become the "Authorized Repairs ", any additions or changes shall be at no additional
cost to the COUNTY.
D. SUGARLOAF may make a determination of whether to use its own forces or it's contractor
to perform the repairs; and
E. SUGARLOAF must comply with all COUNTY permitting requirements and County Code
requirements; and
F. Contract with a licensed Contractor, who will provide the necessary repairs or oversee
repairs completed by SUGARLOAF's own forces,
G. Provide COUNTY with all drawings and specifications which have been prepared by
the SUGARLOAF contractor related to this Agreement;
H. Provide COUNTY representatives with access to the building at any time, as long as the
access does not interfere with an ongoing emergency or while actively responding to a fire or
emergency;
I. SUGARLOAF shall be responsible for all interaction with it's own contractor, for all
contractual duties related to the agreement between SUGARLOAF and it's contractor, and
shall transmit to its contractor and/or to its own forces any requirements of code, permitting
requirements, code inspection reports; and
J. SUGARLOAF shall coordinate between its contractor and Project Management and shall be
responsible for the timely transmitting of information from Project Management to thier
contractor or its own forces.
3. COUNTY RESPONSIBILITIES COUNTY agrees to the following:
A. The Contract sum for this Agreement is One Hundred Fifty Thousand Dollars ($150,000.00),
for completed work as described in 2 above, under the conditions and requirements stated
herein.
B. COUNTY'S performance and obligation to pay under this agreement, is contingent upon
annual appropriation by the Board of County Commissioners.
C. Nothing in this Agreement shall be construed to indicate that COUNTY is in privity of
contract with the Contractor hired by SUGARLOAF.
D. Inspections done by Project Management are for the purpose of validating completion of the
stages of the work in a manner acceptable to Project Management. Inspection for the purposes
of permitting or conformity to the County Code shall not be done by Project Management.
4. CONDITIONS OF FUNDING AND PAYMENTS TO SUGARLOAF.
A. SUGARLOAF shall make applications for payment and based upon Applications for
Payment submitted by SUGARLOAF to the Director of Project Management, and upon approval
for payment issued by the Director of Project Management, the COUNTY shall make progress
payments on account of the Contract Sum to SUGARLOAF as provided below and elsewhere in
the Contract Documents.
B. The period covered by each Application for payment shall be one calendar month ending
on the last day of the month, or as follows:
1) Payment will be made by the COUNTY based upon percentage of completed
work. The parties agree that the COUNTY shall retain the sum of Fifteen
Thousand Dollars ($15,000) out of the contract sum which shall constitute the
final payment to be paid after the work is completed pursuant to the Agreement.
2) Each Application for Payment shall be based upon the Schedule of Values
submitted by SUGARLOAF and approved by Project Management. The
Schedule of Values shall allocate the entire Contract Sum among the various
portions of the Work and be prepared in such form and supported by such data to
substantiate its accuracy as the Director of Project Management may require.
3) This schedule, unless objected to by the Director of Project Management,
shall be used as a basis for reviewing the SUGARLOAF's Applications for
Payment.
4) Applications for Payment shall indicate the percentage of completion of each
portion of the Work as of the end of the period covered by the Application for
Payment and approved by Project Management.
5) Subject to the provisions of this Agreement, the amount of each progress
payment shall be based on the percentage of completion as determined by
Project Management and computed as follows:
Take that portion of the Contract Sum properly allocable to completed Work
as determined by multiplying the percentage completion of each portion of the
Work by the share of the total Contract Sum allocated to that portion of the Work
in the Schedule of Values, subtract the aggregate of previous payments
previously made by the County, subtract amounts, if any, for which the
Director of Project Management has withheld or nullified an Application for
Payment, and subtract the amount retained.
6) COUNTY shall not be required to make payments until such time as Project
Management or it's designee has inspected the repairs and found them acceptable
to the COUNTY, however, partial payments may be made for any portion that is
completed and approved.
C. SUGARLOAF shall submit to COUNTY invoices with supporting documentation acceptable
to the Clerk, on a monthly schedule in arrears. Acceptability to the Clerk is based on
generally accepted accounting principles and such laws, rules and regulations as may govern
the Clerk's disbursal of funds.
D. COUNTY shall not be responsible for unforeseen expenses, costs, fees, additional work or
any other compensation over the amount stated above as the contract sum, including and not
limited to expenses for travel, lodging, per diem or any other expenses.
4. TERM OF AGREEMENT. This Agreement shall commence on the date of execution by both
parties, and ends when substantial completion for all work has been achieved not later than Three
Hundred Sixty Five (365) calendar days after the date of execution, unless terminated earlier under the
provisions of this Agreement.
5. ACCEPTANCE OF CONDITIONS BY SUGARLOAF. SUGARLOAF shall obtain from its
Contractor all current appropriate licenses and shall require in its contract with the Contractor that the
contractor shall maintain the appropriate licenses throughout the term of this Agreement. Proof of such
licenses shall be provided to Project Management prior to any payments from the COUNTY.
6. FINANCIAL RECORDS OF SUGARLOAF SUGARLOAF 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 SUGARLOAF pursuant to this Agreement were spent for purposes not authorized by this
Agreement, the SUGARLOAF shall repay the monies within 60 days of written notice from COUNTY to
SUGARLOAF which notice shall be in writing and shall outline the amount of money to be repaid and
the reason for same
7. PUBLIC ACCESS The COUNTY and SUGARLOAF 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
SUGARLOAF in conjunction with this Agreement; and the COUNTY shall have the right to unilaterally
cancel this Agreement upon violation of this provision by SUGARLOAF.
8. HOLD HARMLESS AND INSURANCE. SUGARLOAF covenants and agrees to indemnify and
hold harmless Monroe County Board of County Commissioners from any and all claims for bodily injury
(including death), personal injury, and property damage (including property owned by Monroe County)
and any other losses, damages, and expenses (including attorney's fees) which arise out of, in connection
with, or by reason of services provided by SUGARLOAF occasioned by the negligence, errors, or other
wrongful act of omission of SUGARLOAF, its employees, visitors, contractors, subcontractors or agents.
9. NON - WAIVER OF IMMUNITY Notwithstanding the provisions of Sec. 786.28, Florida Statutes,
the participation of COUNTY and SUGARLOAF 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 SUGARLOAF At all times and for all purposes under this agreement
SUGARLOAF 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
SUGARLOAF or any of his employees, subs, servants, or agents to be employees of the Board of County
Commissioners of Monroe County.
11. NONDISCRIMINATION COUNTY and SUGARLOAF agree that there will be no
discrimination against any person, and it is expressly understood that upon a determination by a court of
competent jurisdiction that discrimination has occurred, this Agreement automatically terminates without
any further action on the part of any party, effective the date of the court order. COUNTY or
SUGARLOAF agree to comply with all Federal and Florida statutes, and all local ordinances, as
applicable, relating to nondiscrimination.
12. ASSIGNMENT /SUBCONTRACT SUGARLOAF shall not assign or subcontract its
obligations under this agreement to others, except in writing and with the prior written approval of the
Board of County Commissioners of Monroe County and SUGARLOAF, 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 sub shall comply with all of the
provisions of this agreement. Unless expressly provided for therein, such approval shall in no manner or
event be deemed to impose any additional obligation upon the board.
13. COMPLIANCE WITH LAW AND LICENSE REQUIREMENTS. In providing all
services /goods pursuant to this agreement, SUGARLOAF shall abide by all statutes, ordinances, rules and
regulations pertaining to, or regulating the provisions of, such services, including those now in effect and
hereinafter adopted. 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.
SUGARLOAF, and it's agents, employees, and officers shall possess proper licenses to perform work in
accordance with these specifications throughout the term of this Agreement.
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 the agreement shall entitle the Board in its discretion to terminate this
Agreement immediately. This paragraph shall be incorporated by reference into any agreement,
assignment or subcontract and any assignee or sub shall comply with all of the provisions of this
agreement.
14. DISCLOSURE AND CONFLICT OF INTEREST SUGARLOAF 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. Upon execution of this contract, and
thereafter, as changes may require, SUGARLOAF shall notify the COUNTY of any financial interest it
may have in any and all programs in Monroe County which the SUGARLOAF sponsors, endorses,
recommends, supervises, or requires for counseling, assistance, evaluation, or treatment.
COUNTY and SUGARLOAF 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 SUGARLOAF agrees that the COUNTY shall have the right to
terminate this Agreement without liability and, at its discretion, to offset from monies owed, or otherwise
recover, the full amount of such fee, commission, percentage, gift, or consideration.
15. NO PLEDGE OF CREDIT SUGARLOAF 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. SUGARLOAF 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:
Director of Project Management
1100 Simonton Street #2 -216
The Gato Building
Key West, Fl. 33041
County Administrator
1100 Simonton Street
The Gato Building
Key West, Fl. 33041
FOR SUGARLOAF:
President Sugarloaf Key
Volunteer Fire Department, Inc
17174 Overseas Highway
Sugarloaf Key, Fl 33042
Chief of Sugarloaf Key
Volunteer Fire Department, Inc
17174 Overseas Highway
Sugarloaf Key, Fl 3304
17. TAXES COUNTY is exempt from payment of Florida State Sales and Use taxes.
SUGARLOAF 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 SUGARLOAF authorized
to use the COUNTY'S Tax Exemption Number in securing such materials. SUGARLOAF shall be
responsible for any and all taxes, or payments of withholding, related to services rendered under this
agreement.
18. TERMINATION The COUNTY may terminate this Agreement with or without cause prior to
the beginning of construction. The COUNTY or SUGARLOAF may terminate this Agreement for cause
with seven (7) days notice to the other party. Cause shall constitute a breach of the obligations of either
party to perform the obligations enumerated under this Agreement.
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, the County of
Monroe, and the parties agree that venue will lie in the lower Keys or before the appropriate
administrative body or court in Monroe County, Florida.
20. MEDIATION The COUNTY and SUGARLOAF 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 SUGARLOAF
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 SUGARLOAF agree that in the event any
cause of action or administrative proceeding is initiated or defended by any party relative to the
enforcement or interpretation of this Agreement, the prevailing party shall be entitled to reasonable
attorney's fees and court costs. Each party agrees to pay its own investigative, and out -of- pocket expenses
whether it is the prevailing party or not, through all levels of the court system.
23. 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
SUGARLOAF agree that neither the COUNTY nor the SUGARLOAF 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.
r• ,
24. ATTESTATIONS. SUGARLOAF 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.
25. 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.
26. EXECUTION IN COUNTERPART. 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 COUNTY and SUGARLOAF hereto may execute this
Agreement by singing any such counterpart.
SS WHEREOF COUNTY and SUGARLOAF hereto have executed this Agreement on
first written above.
BOARD OF COUNTY
COMMISSIONERS
est� DA 'L K LHAGE, CLERK OF MONROE FLO A
B
De y, Clerk Mayor
Date: � 1i5�2 °ii. Date:
Wifies for SU OAF:
ignature
Date: t 2 _ 23 t
SVG .
Signature of person authorized to
le a bind Cor or n `
rint Name
Date: M - a 3
MONROE COUNTY ATTORNEY
APPR VED AS // TO RM:
�L
NATILEENE W. CASSEL
ASSISTANT COUNTY ATTORNEY
r_1
-7 1
Date
I CJ
�
w
- fr1 OD
C7
DRUG-FREE WORKPLACE FORM
SUGARLOAF VOL.F.D. INC.
17175 OVERSEAS HIGHWAY,
The undersigned vendor in accordance Florida Statute 287.087 hereby certifies that 305 - 745 - 400 1 FXY 1 305 - 745-1 50
E.NT
(Name of Business)
1. Publish a statement notifying employees that the unlawful maw, distnbution, dispensing'
possession, or use of a controlled substance is prohibited in the workplace and �g the moons that
will be taken against employees for violations of such prohibition
2. Inform employees about the dangers of drug abuse in the workplace, the business's policy of
maintaining a drug free workplace, any available drug counseling, rehabilitation, and employee assistance
programs, and the penalties that may be imposed upon employees for drug abuse violations.
3. Give each employee engaged in providing the commodities or contractual services that are under bid a
copy of the statement specified in subsection M.
4. In the statement specified in subsection (1), notify the employees that, as a condition of working on the
commodities or contractual services that are under bid, the employee will abide by the teams of the
statement and will notify the employer of any conviction of or plea of guilty or nolo conwr Jere to, any
violation of Chapter 893 (Florida Statutes) or of any controlled substance law of the United States or any
state, for a violation occurring in the workplace no later than five (5) days after such conviction
5. Impose a sanction on, or require the satisfiwtory participation in a drug abuse assistance or
rehabilitation program if such is available in the employee's community, or any employee who is so
convicted.
6. Make a good faith effort to continue to maintain a drug -free workplace through implementation of this
section.
As the person authorized to sign the statement, I off that this firm complies fully with the above
requirements.
B' 's Sigoa
IZ
Date
OMB - MCP#5
SWORN STATEMENT UNDER ORDINANCE NO 10 -1990
MONROE COUNTY, FLORIDA
ETHICS CLAUSE
y SCAT COVI (z 6 o N 5'G warrants that he/it has not employed, retained
or otherwise had act on his/its behalf any former County officer or employee in violation of
Section 2 of Ordinance No. 10 -1990 or any County officer or employee in violation of
Section 3 of Ordinance No. 10 -1990. For breach or violation of this provision the County
may, in its discretion, terminate this contract without liability and may also, in its discretion,
deduct from the contract or purchase price, or otherwise recover, the full amount of any fee,
commission, percentage, gift, or consideration paid to the,4rmer County officer or employee.
( I� s tcle -- -
(signature)
Date: V 1 2
STATE OF ¢ MICHAEL W. BOW
EXPIRES: August 7, 2013
COUNTY OF f�'�o m �`O� Bonds° ilru W00 wary Sen M
PERSONALLY APPEARED BEFORE ME, the undersigned authority,
S C , c: , "1 ' �1 p �' G-'S 0�] who, after first being sworn by me, affixed his/her
signature (name of individual signing) in the space provided above on this 3 day of
J 20
\146TAkY PUBLIC
My commission expires:
OMB - MCP FORM #4
NON - COLLUSION AFFIDAVIT
ca� G51
t
, of the city of _
to law on my oath, and under penalty
depose and sa# that;
1.) I am " c5 C.J C Z . the bidder making the Proposal for the
project described as follows:
2.) the prices in this bid have been arrived at independently without collusion,
consultation, communication or agreement for the purpose of restricting
competition, as to any matter relating to such prices with any other bidder or with
any competitor;
3.) unless otherwise required by law, the prices which have been quoted in this bid
have not been knowingly disclosed by the bidder and will not knowingly be
disclosed by the bidder prior to bid opening, directly or indirectly, to any other
bidder or to any competitor, and
4.) no attempt has been made or will be made by the bidder to induce any other
person, partnership or corporation to submit, or not to submit, a bid for the
purpose of restricting competition;
5.) the statements contained in this affidavit are true and correct, and made with full
knowledge that Monroe County relies upo the truth of the statements contained
in this affidavit in awarding contracts for #4 proj
(Sfgnatim of Bidder)
M
STATE OF NY COMMISS � DD '2—
wr � a r�oP�e 60-P Thru 6 et 1 , 2013 D
COUNTY OF
PERSONALLY APPEARED BEFORE ME, the undersigned authority,
VA `2
° T'" `'� c� LAS �/ ! who, after first being sworn by me,
(name of individual signing)
affixed his/her signature in the space provided above on this day of
20 -2-
My Commission Expires: