07/07/1993 Agreement If
AGREEMENT
HIS AGREEMENT made and entered into this / •day of
, 1993, A.D., by and between the Monroe County Board
of Go'ernors for the Lower and Middle Keys Fire and Ambulance
District, Monroe County, Florida, hereinafter "DISTRICT" and
Emergency One, Inc., hereinafter "CONTRACTOR ".
WHEREAS: That the parties hereto, for the consideration
hereafter set forth, mutually agree as follows:
1. SCOPE OF THE WORK
The CONTRACTOR shall furnish all labor, materials, equipment,
machinery, tools, apparatus, and transportation and R8rfo all
other work as described in the Specifications for '1 o 7 foot
Quint Fire Apparatus for the Monroe County Board c,of , Uounty
Commissioners dated June 1, 1992, the Notice of Olin for
Bids dated July 22, 1992, and as described in the BtA Proposal
dated May 1, 1992: as modified all of which are hereto at-,ached
and made part of this agreement by reference.
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2. CONTRACT SUM CD 2
At the time the vehicles are picked up at the plant by
representatives of Monroe County the DISTRICT shall pay to the
CONTRACTOR for the faithful performance of the Contract, in
lawful money of the United States, based upon the prices shown
in the Proposal, a copy of the Proposal being a part of the
Specifications and the Contract Documents including contingency
and options, the aggregate amount in the sum of six hundred
ninety nine thousand nine hundred twenty nine dollars
($699,929.00); as follows:
UNIT EXTENDED
(2) 75'ft Aerial Apparatus: 362,708.00 725,416.00
(2) Contingency Fee: 5,000.00 10,000.00
(2) Performance Bond 1,292.00 2,584.00
TOTAL BID PRICE: 369,000.00 738,000.00
DEDUCTIONS:
Eliminate Contingency - 5,000.00 - 10,000.00
(2) Inlet Air Connection Drivers Door - 168.00 - 336.00
(2) Outlet Air Connection Drivers Door - 134.00 - 268.00
(2) Bottle Storage /Wheel Well - 988.00 - 1,976.00
(2) Lower Door Reflectors - 300.00 - 600.00
(2) Recept. Twist Lock 110V - 174.00 - 348.00
(2) Turn Table Platform - 950.00 - 1,900.00
(2) TFT Master Nozzle - 400.00 - 800.00
(2) Elbow -45 -Crome Plated -4 each truck - 412.00 - 824.00
(2) Zeibart Rust Proof - 600.00 - 1,200.00
Total Amount After Deductions 359,874.00 $719,748.00
Negotiated Discount 10,000.00 20,000.00
TOTAL 349,874.00 699,929.00
3. GENERAL PROVISIONS
a. The CONTRACTOR agrees to indemnify the DISTRICT and hold
the DISTRICT harmless from and against all claims,
damages, losses and expenses, including reasonable
attorneys' fees in any an action arising out of
performance of the work herein, including bodily injury,
illness or death, or for property damage including loss of
use, resulting from the CONTRACTOR'S work.
b. The CONTRACTOR agrees to indemnify Monroe County against
any and all claims made by third parties arising out of
this transaction.
c. The CONTRACTOR, warrants that it has not employed,
retained or otherwise had act on its behalf any former
County officer or employee subject to the prohibition of
Section 2 of Ordinance No. 010 - 1990 or any County Officer
or employee in violation of Section 3 of Ordinance No.
010 - 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 former County officer or
employee.
4. CONTRACT TERM
a. The Contract shall commence on the date on which the
Contract is signed by the last party of the two parties
signing the Contract. Delivery to be within two hundred
forty (240) days of commencement.
b. The CONTRACTOR will not be held liable for delay in
delivery caused by strikes, inability to obtain materials,
chassis or equipment, production or manufacturing problems
and all other causes beyond the CONTRACTORS control. The
CONTRACTOR shall not be liable for any incidental damages
caused by delays in delivery.
5. CONTRACTOR'S ACCEPTANCE OF CONDITIONS
The CONTRACTOR understands all provisions of this Contract and
of the Specifications and agrees to their sufficiency for the
work to be done. Under no circumstances, conditions or
situations shall this Contract be more strongly construed
against the DISTRICT than against the CONTRACTOR.
6. APPARATUS TRAINING
Each receiving fire department receives a minimum of two days
(16) hours of instruction by a competent delivery engineer of
Emergency One regarding the operation and routine maintenance
of each apparatus. The scheduling of the training shall be
determined by the Fire Chief's of the receiving departments.
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7. REPORTS
It is the responsibility of the CONTRACTOR to maintain
appropriate records to insure a proper accounting of all funds
and expenditures. The CONTRACTOR understands that it shall be
responsible for repayment of any and all audit exceptions which
are identified by the Auditor General of the State of Florida,
the Clerk of Court for Monroe County, The DISTRICT, or their
agents as representatives. In the event of an audit exception,
the contractual payments will be offset by the amount of the
audit exception. In the event no further payments are owed,
the CONTRACTOR will be billed by the DISTRICT for the amount of
the audit exception and shall promptly repay any audit
exception.
8. MODIFICATIONS AND AMENDMENTS
Any and all modifications of the goods required, and /or cost of
goods to be delivered shall be amended by an Agreement
Amendment, which must be approved by the Board of Governors of
Monroe County and such modification shall not become effective
until approved in writing by the DISTRICT.
9. INDEPENDENT CONTRACTOR
At all times and for all purposes hereunder CONTRACTOR is an
independent contractor and not an employee of the Board of
County Commissioners of Monroe County. Except the agency
provided for in paragraph 2.a, no statement contained in this
Agreement shall be construed so as to find the CONTRACTOR or
any of his /her employees, contractors, servants, or agents to
be employees of the Board of County Commissioners of Monroe
County, and they shall be entitled to none of the rights,
privileges, or benefits of employees of Monroe County.
10. COMPLIANCE WITH LAW
In providing all services pursuant to this Agreement, the
CONTRACTOR shall abide by all statutes, ordinances, rules and
regulations pertaining to, or regulating the provisions of such
goods, including those now in effect and hereinafter adopted.
Any violation of said statutes, ordinances, rules or
regulations shall constitute a material breach of this
Agreement and shall entitle the Board of County Commissioners
to terminate this contract immediately upon delivery of written
notice of termination to the CONTRACTOR.
11. SUBCONTRACTING /ASSIGNMENT
CONTRACTOR shall not assign, sublet, subcontract, sell or
transfer any interest in this contract without the prior
written consent of the DISTRICT thereto.
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12. NOTICE - GENERAL
Any notice or notices required or permitted to be given
pursuant to this contract may be personally served on the other
party by the party giving such notice, or may be served by
certified mail, return receipt requested, to the following
addresses:
Monroe County Fire Marshal's Office
490 63rd. St., Suite 160
Marathon, Florida 33050
CONTRACTOR: Emergency One, Inc.
P.O. Box 2710
Ocala, FL 32678 -2710
13. ANTI DISCRIMINATION
CONTRACTOR agrees they will not discriminate against any of
their employees or applicants for employment or against persons
for any other benefit or service, because of their race, color,
religion, sex, or national origin, or physical or mental
handicap where the handicap does not affect the ability of an
individual to perform in a position of employment and to abide
by all Federal and State laws regarding non - discrimination.
14. NON WAVIER
Any waiver of any breach of covenants herein contained to be
kept and performed by the CONTRACTOR shall not be deemed or
considered as a continuing waiver and shall not operate to bar
or prevent the DISTRICT from declaring a forfeiture for any
succeeding breach either of the same conditions or covenants or
otherwise.
15. CONTRACTOR - GENERAL
The CONTRACTOR warrants that it is authorized by law to engage
in the performance of the activities encompassed by the scope
of work herein described, subject to the terms and conditions
set forth in the Attachment, which is attached hereto and
incorporated herein as part of this Agreement.
Each of the signatories for the CONTRACTOR, below, certifies
and warrants that:
a. The CONTRACTOR'S name in this Agreement is the full name
as designated in its corporate charter, if CONTRACTOR is a
corporation; otherwise CONTRACTOR "S name is the business
enity, wheather partnership of sole proprietorship, under
which CONTRACTOR normally conducts business.
b. They are empowered to act and contract for the CONTRACTOR,
and
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c. This Agreement has been entered into by an officer of the
corporation authorized by the corporate charter or by laws
to enter into agreements of this type.
d. CONTRACTOR has, executed a sworn statement under F.S.
287.133 (3) (a), on public entity crimes. Said statement
is a part of the attached bid and a copy on file in the
Fire Marshal's Office /Clerk of Court for the calendar year
1992.
16. ENTIRE AGREEMENT
This Agreement and the attachments hereto constitutes the
entire agreement of the parties hereto with respect to the
subject matter hereof and superseded any and all prior
agreements with respect to such subject matter between
CONTRACTOR and the Fire Marshal's Office or the DISTRICT.
17. CONSENT TO JURISDICTION
This Agreement, its performance, and all disputes arising
hereunder, shall be governed be the laws of the State of
Florida and both parties agree that a proper venue for any
action shall be Monroe County.
18. CONDITIONS OF TERMINATION:
a. The performance of work or provision of goods under this
agreement may be terminated, delayed, or temporarily
suspended by the DISTRICT, in whole or in part, from time
to time, wherever the DISTRICT shall determine that such
termination is in the best interest of the DISTRICT. The
DISTRICT shall pay all reasonable costs incurred by the
CONTRACTOR up to the time of termination, and all
reasonable costs to the CONTRACTOR associated with
termination.
b. If the CONTRACTOR fails to fulfill the terms of this
agreement, or attachments, properly or on time, or
otherwise violates the provisions of the agreement or of
applicable laws or regulations governing the use of funds,
the DISTRICT may terminate the contract by written notice
of 60 days. The notice shall specify cause. The DISTRICT
shall pay the CONTRACTOR fair and equitable compensation
for expenses incurred prior to termination of the
agreement, less any amount of damages caused by the
CONTRACTOR'S breach. If the damages are more than
compensation payable, the CONTRACTOR will remain liable
after termination and the DISTRICT can affirmatively
collect damages. Nothing herein shall be construed as
restricting the DISTRICT'S right to proceed against the
CONTRACTOR'S performance bond or right to liquidated
damages.
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19. INSPECTION AND CORRECTIONS
The DISTRICT shall have the right to inspect both the chassis
when received and the fire apparatus at the factory and at the
time and place of delivery. Time limited on acceptance and
discrepancy correction shall be as stated in section 2.14 of
attached Specification. In the event of any claimed defects in
the fire apparatus or deviations from specifications, the
CONTRACTOR shall have the necessary time to inspect the fire
apparatus and make any necessary changes or corrections. In
the event of any defect in the chassis, the CONTRACTOR, as
agent for the DISTRICT, shall contact the manufacturer of the
chassis and advise them of any necessary changes or corrections
needed. DISTRICT may elect to contact the chassis manufacturer
directly with regard to defects or deviations from
specifications. Nothing in this paragraph shall affect any
warranties for the apparatus, patent and royalty
indemnification, or any other obligation of the CONTRACTOR
under this agreement (including the Specifications which are a
part hereof) extending beyond the date of the DISTRICT'S
acceptance of the apparatus.
IN WITNESS WHEREOF, the parties hereto have executed this
contract the day and year first above written.
BOARD OF GOVERNORS OF THE LOWER
AND MIDDLE KEYS FIRE AND
AMBULANC 'ISTRICT
.-t
BY: P
"Rear&IIKIL.
(SEAL) Mayor
40 ATTEST: Danny L. Kolhage, Clerk
■03 C.
CLE Emergency One, Inc.
ITNESS: AUTHORED REPRESENTATIVE
LLIA...1.—At;/_
Y - APPROVED ASS FORM
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tomeyo
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SWORN STATEMENT PURSUANT TO SECTION 287.133(3Xa),
FLORIDA STATUTES, ON PUBLIC ENTITY CRIMES
THIS FORM MUST 13E SIGNED AND SWORN TO IN THE PRESENCE OF A NOTARY PUBLIC OR OTHER
OFFICIAL AUTHORIZED TO ADMINISTER OATHS.
1. This sworn statement is submitted to Middle Keys Fire and Ambulance District
[print name of the public entity]
by Mr. Val Brugioni, Vice President of Finance
[print individual's name and title]
for Emergency One, Inc.
[print name of entity submitting sworn statement]
whose business address is
and (if applicable) its Federal Employer Identification Number (FEIN) is 59 - 1515283
(If the entity has no FEIN, include the Social Security Number of the individual signing this sworn
statement: )
2. I understand that a "public entity crime" as defined in Paragraph 287.133(1Xg), Florida Statutes, means a
violation of any state or federal law by a person with respect to and directly related to the transaction of business
with any public entity or with an agency or political subdivision of any other state or of the United States, including,
but not limited to, any bid or contract for goods or services to be provided to any public entity or an agency or
political subdivision pf any other state or of the United States and involving antitrust, fraud, theft, bribery,
collusion, racketeerin*, conspiracy, or material misrepresentation.
3. I understand that "convicted" or "conviction" as defined in Paragraph 287.133(1xh), Florida Statutes, means a
finding of guilt or a conviction of a public entity crime, with or without an adjudication of guilt, in any federal or
state trial court of record relating to charges brought by indictment or information after July 1, 1989, as a result
of a jury verdict, nonjury trial, or entry of a plea of guilty or nolo contendere.
4. I understand that an "affiliate" as defined in Paraigraph 287.133(lxa), Florida Statutes, means:
1. A predecessor or successor of a person convicted of a public entity crime; or
2. An entity under the control of any natural person who is active in the management of the entity and who has
been convicted of a public entity crime. The term "affiliate" includes those officers, directors, executives, partners,
shareholders, employees, members, and agents who are active in the management of an affiliate. The ownership
by one person of shares constituting a controlling interest in another person, or pooling of equipment or income
among persons when not for fair market value under an arm's length agreement, shall be a prima facie case that
one person controls another person. A person who knowingly enters into a joint venture with a person who has
been convicted of a public entity crime in Florida during the preceding 36 months shall be considered an affiliate.
5. I understand that a "person" as defined in Paragraph 287.133(1Xe), Florida Statutes, means any natural person
or entity organized under the laws of any state or of the United States with the legal power to enter into a binding
contract and which bids or applies to hid on contracts for the provision of goods or services let by a public entity,
or which otherwise transacts or applies to transact business with a public entity. The term "person" includes those
officers, directors, executives, partners, shareholders, employees, members, and agents who are active in
management of an entity.
• .6:. • Bated on information and belief, the statement which I have marked below is true in relation to the entity
submitting this sworn statement. [Indicate which statement applies.]
X Neither the entity submitting this sworn statement, nor any of its officers, directors, executives, partners,
shareholders, employees, members, or agents who are active in the management of the entity, nor any affiliate of
the entity has been charged with and convicted of a public entity crime subsequent to July 1, 1989.
The entity submitting this sworn statement, nor any of its officers, directors, exectutives, partners,
shareholders, employees, members, or agents who are active in the management of the entity, nor an affiliate of
the entity has been charged with and convicted of a public entity crime subsequent to July 1, 1989.
The entity submitting this sworn statement, or one or more of its officers, directors, executives, partners,
shareholders, employees, members, or agents who are active in the management of the entity, or an affiliate of
the entity has been charged with and convicted of a public entity crime subsequent to July 1, 1989. However, there
has been a subsequent proceeding before a Hearing Officer of the State of Florida, Division of Administrative
Hearings and the Final Order entered by the Hearing Officer determined that it was not in the public interest to
place the entity submitting this sworn statement on the convicted vendor list. [attach a copy of the final order]
I UNDERSTAND THAT THE SUBMISSION OF THIS FORM TO THE CONTRACTING OFFICER FOR THE PUBLIC
ENTITY IDENTIFIED ON PARAGRAPH 1 (ONE) ABOVE IS FOR THAT PUBLIC ENTITY ONLY AND, THAT THIS
FORM IS VALID THROUGH DECEMBER 31 OF THE CALENDAR YEAR IN WIIICH IT IS FILED. I ALSO
UNDERSTAND THAT I AM REQUIRED TO INFORM THE PUBLIC ENTITY PRIOR TO ENTERING INTO A
CONTRACT IN EXCESS OF THE THRESHOLD AMOUNT PROVIDED IN SECTION 287.017, FLORIDASTATUTES
FOR CATEGORY TWO OF ANY CHANGE IN THE INFORMATION CONTAINED IN THIS FORM.
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Sworn to and subscribed before me this ^ day of , 19 95 .
Personally known ✓ I L L f ,
OR Produced identification Notary Public - State o A bri . d -.
My Commission expiresU -r) • 31 1 9 9(-0
(Type of identification)
M I c heJ t o . 'LOGY re."
(Printed typed or stamped
commissioned name of notary public)
M10!- ELLE Z WARREN
'• 4- MY COM .t!avQA of CO NatatsEXPIRES
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'� � P a SOWED 'MAU TROY FAIN INSURANCE. NC.
Form PUR 7068 (Rev. 06/11/92)
SWORN STATEMENT UNDER ORDINANCE NO. 10 -1990
MONROE COUNTY, FLORIDA
ETHICS CLAUSE
Emergency One, Inc. warrants that fire /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 former County officer or employee.
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Date: -9 -9,3 `.
STATE OF �" r I Cam i cJ a.
COUNTY OF I " l Q.f i d"N .
Subscribed and sworn to (or affirmed) before
me on � 1 9 q-3 (date) by
V (name of affiant) .
HefSi�te- is persona ly known to me or has produced
as identification.
(type of identification)
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M 1 die_ ` 1- `�Cry RY PUBLIC
rY r., MICHELLE Z WARREN
MCP #� 4 REV. 2/92
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BONDED THRU TROY FAIN INSURANCE, INC.