02/15/2012 AgreementDANNY L. KOLHA GE
CLERK OF THE CIRCUIT CO UR T
DA TE: February 22, 2012
TO: Dent Pierce, Director
Public Works Division
ATTN. Beth Leto, Assistant Director
Public Works Division
FROM. Pamela G. Han c'ec D. C.
At the February 15, 2012, Board of County Commissioner's meeting, the Board granted
approval and authorized execution of the following:
Item C 15 Contract between Monroe County and Master Mechanical Services, Inc. for
Upper Keys Facilities central air conditioning requested maintenance and repair.
Item C 16 Agreement between Monroe County and Sheriff Robert Peryam to provide
office space to the Monroe County Sheriffs Department at the Murray E. Nelson Government
and Cultural Center in Key Largo, Florida.
Enclosed is a duplicate original of each of the above - mentioned for your handling.
Should you have any questions, please do not hesitate to contact this office.
cc: County Attorney
Finance
File ✓
CENTRAL A/C MAINTENANCE &REPAIR, UPPER KEYS FACILITIES, MONROE COUNTY, FLORIDA
AGREEMENT FOR CENTRAL A/C REPAIR SERVICES FOR
UPPER KEYS FACILITIES,MONROE COUNTY,FLORIDA
This Agreement is made and entered into this I S day of February, 2012, between
MONROE COUNTY, FLORIDA ("COUNTY"), a political subdivision of the State of Florida,
whose address is 1100 Simonton Street, Key West, Florida 33040, and MASTER
MECHANICAL SERVICES, INC., ("CONTRACTOR"), a Florida corporation, whose address
is 15183 NW 33 Place, Miami, FL 33054.
WHEREAS, COUNTY desires to provide central air conditioning repair services for the
Upper Keys Facilities, Monroe County, and
WHEREAS, CONTRACTOR desires and is able to provide central A/C repair services
for Upper Keys Facilities, Monroe County; and
WHEREAS, it serves a legitimate public purpose for CONTRACTOR to provide central
air conditioning repair services for Upper Keys facilities, Monroe County, now therefore,
IN CONSIDERATION of the mutual promises and covenants contained herein, it is
agreed as follows:
1. THE AGREEMENT
The Agreement consists of this document, the bid documents, exhibits, and any addenda
only.
2. SCOPE OF THE WORK
The Contractor shall furnish all labor, materials, equipment, tools, transportation,
services, and incidentals, and perform all the work necessary in accordance with the
specifications entitled:
CENTRAL AIR CONDITIONING REPAIR
UPPER KEYS FACILITIES, MONROE COUNTY, FLORIDA
A) Routine repairs and maintenance of all county maintained central
air conditioning units in the Upper Keys area.
B) Emergency repairs of all county maintained central air
conditioning units in the Upper Keys area. The CONTRACTOR shall be
available 24 hours per day, 365 days per year. The CONTRACTOR shall be at
the site of an air conditioning malfunction within three hours of verbal
notification by the OWNER.
C) The CONTRACTOR shall have access to a supply of all parts and
controls normally necessary for the emergency repairs of all county maintained
central air conditioning units so that such emergency repairs will be completed
within 48 hours of notification by the OWNER.
D) The COUNTY shall reimburse the CONTRACTOR for the
Manufacturer's invoice cost of all parts and materials, plus percentage indicated
AGREEMENT FEBRUARY 2012 Page 1 of 14
CENTRAL A/C MAINTENANCE& REPAIR, UPPER KEYS FACILITIES, MONROE COUNTY, FLORIDA
in section 3.D. of this Agreement, that are used in the repair of all county
maintained central air conditioning units, excluding freight and tax charges.
Freight and tax costs will be reimbursed with no markup. Manufacturer's invoice
must accompany all requests for payment for any part which exceeds $500.00,
and may be requested for any part regardless of the cost at the discretion of the
Director of Public Works, or his designee. All parts and materials shall be of
equal or greater quality as compared to existing parts and materials in use.
On all orders that require shipping or transportation of parts or materials whether
the part is under warranty or not, freight invoices exceeding $500 must
accompany requests for payment. Freight invoices may be requested for any
freight charge, regardless of the cost, at the discretion of the Director of Public
Works, or his designee.
E) In the event of a major component failure or system breakdown,
the COUNTY, when deemed as an emergency situation, shall have the option to
request from the CONTRACTOR only, a proposal/quote for replacement
equipment in an amount that could exceed Five Thousand Dollars ($5,000). Any
proposal over $5,000 up to and including $10,000 must be approved and signed
by the Division Director and/or the County Administrator. Any proposal over
$10,000 up to and including $25,000 must be approved and signed by the
Division Director and the County Administrator.
F) The facilities are located throughout the Upper Keys, from Conch
Key up to and including Key Largo, Florida. Buildings to be serviced shall
include,but shall not be limited to,the following:
GOVERNMENT CENTER/COURTHOUSE
Highpoint Road, Plantation Key
COUNTY OFFICES — SOCIAL SERVICES &CODE ENFORCEMENT
Highpoint Road, Plantation Key
CARPENTER SHOP
Highpoint Road, Plantation Key
SENIOR CITIZEN CENTER/AARP
Highpoint Road, Plantation Key
TEMPORARY COURTROOM
Government Complex, Plantation Key
SHERIFF'S OFFICES —FIRST APPEARANCE
US 1, Plantation Key(former mobile trailer)
JERRY ELLIS BUILDING GOVERNMENTAL CENTER COMPLEX
88800 Overseas Highway, Plantation Key
SPOTTSWOOD STATION
88770 Overseas Highway, Plantation Key
AGREEMENT FEBRUARY 2012 Page 2 of 14
CENTRAL A/C MAINTENANCE& REPAIR, UPPER KEYS FACILITIES, MONROE COUNTY, FLORIDA
PLANTATION KEY DETENTION FACILITY/JAIL
53 Highpoint Road, Plantation Key
TAVERNIER FIRE STATION
Marine Avenue,Tavernier
KEY LARGO LIBRARY
U.S. Highway#1 MM101, Tradewinds Shopping Center, Key Largo
ISLAMORADA LIBRARY
81.5 Bayside, Islamorada
ROTH BUILDING
48 Highpoint Road, Plantation Key
MONROE COUNTY COMMUNICATION BUILDING
Key Heights Drive, Plantation Key
MURRAY E. NELSON GOVERNMENT AND CULTURAL CENTER
102050 Overseas Highway, Key Largo
The Contractor shall be responsible to obtain any necessary permits during the term of
this contract.
3. MAJOR COMPONENT FAILURE OR SYSTEM BREAKDOWN
In the event of a major component failure or system breakdown, the COUNTY, when deemed as
an emergency situation, shall have the option to request from the CONTRACTOR only, a
proposal/quote for replacement equipment in an amount that could exceed Five Thousand
Dollars ($5,000). Any proposal over $5,000 up to and including $10,000 must be approved and
signed by the Division Director and/or the County Administrator. Any proposal over $10,000 up
to and including $25,000 must be approved and signed by the Division Director and the County
Administrator.
4. CONTRACT AMOUNT
The County shall pay to the Contractor for the faithful performance of the Contract, in lawful money
of the United States, as follows:
A. Labor-Normal working hours of 8:00 a.m. to 5:00 p.m. Monday through Friday
excluding holidays
$ 50.00 per hour, MECHANIC (includes all travel time)
$ 92.50 per hour, MECHANIC plus HELPER(includes all travel time)
AGREEMENT FEBRUARY 2012 Page 3 of 14
CENTRAL A/C MAINTENANCE & REPAIR, UPPER KEYS FACILITIES, MONROE COUNTY, FLORIDA
B. Labor—Overtime rate for hours not stated above, including holidays and for facilities
that conduct critical business such as Courthouses,Tax Collector's offices, and all
others identified by the Facilities Maintenance Director in the Specifications
$ 75.00 per hour, MECHANIC (includes all travel time)
$ 138.75 per hour, MECHANIC plus HELPER(includes all travel time)
C. Materials—Freon for recharging systems:
PRICE PER POUND: $ 13.50 R-22
PRICE PER POUND: $ 40.00 R-12
D. Materials—supplies and replacement parts:
Manufacturer's Invoice plus 20 %.
E. Freon evacuation and disposal shall be a part of the Contractor's rate, and shall not
be billed as an additional item.
The air conditioning units to be maintained are installed at County Facilities located
throughout the Upper Keys. Window and portable units may, from time to time, be submitted
for analysis for economical repair. If the Contractor finds that the unit is economically
repairable, the Contractor will submit an estimate for repair to the Owner. The Owner may, at
his discretion, have the Contractor repair the window or portable unit in keeping with the
estimate.
There are no additional costs for travel, mileage, meals, or lodging.
Contractor shall submit with all invokes the Application for Payment form attached.
5. PAYMENTS TO CONTRACTOR
A. COUNTY'S performance and obligation to pay under this agreement, is contingent
upon annual appropriation by the Board of County Commissioners.
B. COUNTY shall pay in accordance with the Florida Local Government Prompt
Payment Act; payment will be made after delivery and inspection by COUNTY and upon
submission of invoice by CONTRACTOR.
AGREEMENT FEBRUARY 2012 Page 4 of 14
CENTRAL A/C MAINTENANCE & REPAIR, UPPER KEYS FACILITIES. MONROE COUNTY, FLORIDA
C. CONTRACTOR shall submit to COUNTY invoices with supporting documentation
acceptable to the Clerk, on a monthly schedule in arrears. Acceptability to the Clerk is based on
generally accepted accounting principles and such laws, rules and regulations as may govern the
Clerk's disbursal of funds.
D. Total Compensation to CONTRACTOR under this Agreement shall not exceed
FORTY-FIVE THOUSAND AND NO/100 DOLLRS ($45,000.00) unless pre-approved
emergency work requiring additional funds is implemented.
6. TERM OF AGREEMENT
This Agreement shall commence on March 15, 2012, and ends upon March 14, 2013, unless
terminated earlier under paragraph 19 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.
7. 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
execution of this Agreement.
8. 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 FEBRUARY 2012 Page 5 of 14
CENTRAL A/C MAINTENANCE & REPAIR. UPPER KEYS FACILITIES, MONROE COUNTY, FLORIDA
9. 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.
10. 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:
WORKER'S COMPENSATION AND EMPLOYER'S LIABILTIY INSURANCE: Where
applicable, worker's compensation coverage to apply for all employees at a minimum statutory
limit as-required by Florida Law, and Employer's Liability coverage in the amount of
$100.000.00 bodily injury by accident, $500,000.00 bodily injury by disease, policy limits,and
$/00,000.00 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
$300,000.00 per occurrence, combined single limit for Bodily Injury Liability and Property
Damage Liability. If single limits are provided, the minimum acceptable limits are $50,000.00
AGREEMENT FEBRUARY 2012 Page 6 of 14
CENTRAL A/C MAINTENANCE &REPAIR, UPPER KEYS FACILITIES, MONROE COUNTY, FLORIDA
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
Liability and Property Damage Liability.
CERTIFICATES OF INSURANCE. Original Certificates of Insurance shall be provided to the
COUNTY at the time of execution of this Agreement and certified copies provided if requested.
Each policy certificate shall be endorsed with a provision that not less than thirty (30) calendar
days' written notice shall be provided to the COUNTY before any policy or coverage is canceled
or restricted. The underwriter of such insurance shall be qualified to do business in the State of
Florida. If requested by the County Administrator, the insurance coverage shall be primary
insurance with respect to the COUNTY, its officials,employees, agents and volunteers.
MONROE COUNTY BOARD OF COUNTY COMMISSIONERS MUST BE NAMED AS
ADDITIONAL INSURED ON ALL POLICIES EXCEPT WORKER'S COMPENSATION.
11. 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.
12. 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.
13. 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: I) 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
AGREEMENT FEBRUARY 2012 Page 7 of 14
CENTRAL A/C MAINTENANCE& REPAIR, UPPER KEYS FACILITIES, MONROE COUNTY, FLORIDA
Act of 1973, as amended (20 USC s. 794), which prohibits discrimination on the basis of
handicaps; 4) The Age Discrimination Act of 1975, as amended (42 USC ss. 6101-6107) which
prohibits discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of
1972 (PL 92-255), as amended, relating to nondiscrimination on the basis of drug abuse; 6) The
Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of
1970 (PL 91-616), as amended, relating to nondiscrimination on the basis of alcohol abuse or
alcoholism; 7) The Public Health Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd-3 and
290ee-3), as amended, relating to confidentiality of alcohol and drug abuse patient records; 8)
Title VIII of the Civil Rights Act of 1968 (42 USC s. et seq.), as amended, relating to
nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities
Act of 1990 (42 USC s. 1201 Note), as maybe amended from time to time, relating to
nondiscrimination on the basis of disability; 10) Any other nondiscrimination provisions in any
Federal or state statutes which may apply to COUNTY and CONTRACTOR to, or the subject
matter of,this Agreement.
14. ASSIGNMENT/SUBCONTRACT
CONTRACTOR shall not assign or subcontract its obligations under this agreement to others,
except in writing and with the prior written approval of the Board of County Commissioners of
Monroe County and CONTRACTOR, which approval shall be subject to such conditions and
provisions as the Board may deem necessary. This paragraph shall be incorporated by reference
into any assignment or subcontract and any assignee or subcontractor shall comply with all of the
provisions of this agreement. Unless expressly provided for therein, such approval shall in no
manner or event be deemed to impose any additional obligation upon the board.
15. COMPLIANCE WITH LAW AND LICENSE REQUIREMENTS
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.
16. 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
AGREEMENT FEBRUARY 2012 Page 8 of 14
CENTRAL NC MAINTENANCE & REPAIR, UPPER KEYS FACILITIES, MONROE COUNTY, FLORIDA
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.
17. 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.
18. NOTICE REOUIREMENT
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 Master Mechanical Services, Inc.
Facilities Maintenance Department 15181 NW 3 Place
3583 South Roosevelt Boulevard Miami, FL 33054
Key West, FL. 33040 Telephone: (305) 825-3004
and
Monroe County Attorney
Post Office Box 1026
Key West, FL 33041-1026
19. TAXES
AGREEMENT FEBRUARY 2012 Page 9 of 14
CENTRAL A/C MAINTENANCE& REPAIR, UPPER KEYS FACILITIES, MONROE COUNTY, FLORIDA
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.
20. TERMINATION
A. The COUNTY or CONTRACTOR may terminate this Agreement for cause with
seven (7) days notice to CONTRACTOR. Cause shall constitute a breach of the
obligations of either party to perform the obligations enumerated under this Agreement.
B. Either of the parties hereto may cancel this agreement without cause by giving the
other party sixty (60) days written notice of its intention to do so with neither party
having any further obligation under the term s of the contract upon termination.
21. GOVERNING LAW,VENUE, INTERPRETATION, COSTS,AND FEES
This Agreement shall be governed by and construed in accordance with the laws of the State of
Florida applicable to Agreements made and to be performed entirely in the State. In the event
that any cause of action or administrative proceeding is instituted for the enforcement or
interpretation of this Agreement, the COUNTY and CONTRACTOR agree that venue will lie in
the appropriate court or before the appropriate administrative body in Monroe County, Florida.
22. 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.
23. 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.
AGREEMENT FEBRUARY 2012 Page 10 of 14
CENTRAL A/C MAINTENANCE &REPAIR, UPPER KEYS FACILITIES, MONROE COUNTY, FLORIDA
24. 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 attomey's fees and attomey's
fees, in appellate proceedings. Each party agrees to pay its own court costs, investigative, and
out-of-pocket expenses whether it is the prevailing party or not, through all levels of the court
system.
25. 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.
26. 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
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.
27. 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.
28. AUTHORITY
Each patty 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.
29. 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
AGREEMENT FEBRUARY 2012 Page 11 of 14
CENTRAL A/C MAINTENANCE &REPAIR, UPPER KEYS FACILITIES, MONROE COUNTY, FLORIDA
applications, requests, grant proposals, and funding solicitations shall be approved by each party
prior to submission.
30. 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.
31. 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.
32. NON-RELIANCE BY NON-PARTIES
No person or entity shall be entitled to rely upon the terms, or any term, of this Agreement to
enforce or attempt to enforce any third-party claim or entitlement to or benefit of any service or
program contemplated hereunder, and the COUNTY and the CONTRACTOR agree that neither
the COUNTY nor the CONTRACTOR or any agent, officer, or employee of either shall have the
authority to inform, counsel, or otherwise indicate that any particular individual or group of
individuals, entity or entities, have entitlements or benefits under this Agreement separate and
apart, inferior to, or superior to the community in general or for the purposes contemplated in
this Agreement.
33. 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.
34. 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 FEBRUARY 2012 Page 12 of 14
CENTRAL A/C MAINTENANCE & REPAIR, UPPER KEYS FACILITIES, MONROE COUNTY, FLORIDA
Agreement or be subject to any personal liability or accountability by reason of the execution of
this Agreement.
35. EXECUTION IN COUNTERPARTS
This Agreement may be executed in any number of counterparts, each of which shall be regarded
as an original, all of which taken together shall constitute one and the same instrument and any
of the parties hereto may execute this Agreement by signing any such counterpart.
36. 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.
37. 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."
38. 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.
39. INCORPORATION OF BID DOCUMENTS
The terms and conditions of the bid documents are incorporated by reference in this contract
agreement.
40. -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.
AGREEMENT FEBRUARY 2012 Page 13 of 14
•
CENTRAL NC MAINTENANCE &REPAIR, UPPER KEYS FACILITIES, MONROE COUNTY, FLORIDA
,,,zt, WITNESS WHEREOF, COUNTY and CONTRACTOR hereto have executed this
' Agree n the day and date first written above in four (4) counterparts, each of which shall,
LT withotitte'o or accounting for the other counterparts,be deemed an original contract.
a (SEAL) ` I BOARD OF COUNTY COMMISSIONERS
ll) Attest: DANNNY L. KOLHAGE, CLERK OF MONROE COUNTY, FLOIDA
Deputy Clerk Mayor
-21i5/zw i z//1"/zoi'
Date: Date:
WITNESSES FOR CONTRACTOR:
\,f �� n 7C�, Signature of person authorized to
ature legally bindro oration
Date: 2 3(1L
2/'3 /Z a*Alta PnAla
• e A Print : / .
S , Ades: (St re ivc.J S3 P.
ignature Y) Iai, 1 rZ 3o5-&2S-�7
Telephone Number
2 .5//Z
Date
O UNTY A ORN
MO OV DAST z amity
PEDRO J.N PC T'i cD
co
ASSISTANTORIN N.,IVO
3 'l
. O
El N O SJ
AGREEMENT FEBRUARY 2012 Page 14 of 14