09/22/1994 Agreement r ^
AGREEMENT
THIS AGREEMENT made and entered into this 22nd day of
September , 1994, A.D., by and between the Monroe County Board
of County Commissioners, Monroe County, Florida, hereinafter
"COUNTY" 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
perform all other work as described in the Specifications for
the purchase of a 1994 Type III Ambulances for the Monroe
County Board of County Commissioners, the Notice of Calling for
Bids dated June 30, 1994 and as described in the CONTRACTORS
Bid Proposal: all of which are hereto attached and made part of
this agreement by reference.
2. CONTRACT SUM
a. The COUNTY agrees to pay for the purchase of an ambulance
delivered in the manner as set forth in the contract
documents the sum of Eighty -One Thousand and Seven Hundred
and Eleven dollars ($81,711.00) to be paid to the
CONTRACTOR within 30 working days after acceptance of the
ambulances at the Monroe County EMS Office, Marathon,
Monroe County, Florida. Acceptance shall occur after the
unit is received, inspected and found to comply with
specifications, free of damage or defect and is properly
invoiced.
b. The COUNTY 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 contin ency and
options, the aggregate amount in the sum �f $8111 a0; as
follows:
Base Price —+
Contingency Fee $79.{711.40
21000,00
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Total Contract Amount $81,1-711.00
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3. GENERAL PROVISIONS
a. The CONTRACTOR agrees to indemnify the COUNTY and hold the
COUNTY harmless from and against all claims, damages,
losses and expenses, including reasonable attorneys' fees
in any 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, 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 of
employee.
c. The CONTRACTOR shall provide an original certificate of
insurance for Worker's Compensation with the minimum
limits of $ /$100,000. The CONTRACTOR
shall provide an original certificate of insurance for
General Liability naming Monroe County as additional
insured with the minimum limits of $250,000 per Person;
$500,000 per Occurrence; $50,000 Property Damage or
$500,000 Combined Single Limit.
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 one hundred
and twenty calendar days of receipt of the chassis.
b. The CONTRACTOR will not be held liable for delay in
delivery caused by strikes, inability to obtain materials
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 COUNTY than against the CONTRACTOR.
6. PARTIAL AND FINAL PAYMENT
a. The CONTRACTOR shall invoice the COUNTY, in accordance
with the pricing and terms as outlined in the contract
documents. Invoices shall be submitted to the Monroe
County EMS Office, 490 63rd Street, Ocean, Suite 170,
Marathon, Florida 33050, for approval and processing.
b. All payments shall be made directly to the CONTRACTOR at
the CONTRACTOR office, 3573 Enterprise Ave., #64, Naples,
FL 33942 - 3635.
7. 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 County
Commissioners of Monroe County and such modification shall not
become effective until approved in writing by the COUNTY.
8. 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. 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.
9. 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.
10. SUBCONTRACTING /ASSIGNMENT
CONTRACTOR shall not assign, sublet, subcontract, sell or
transfer any interest in this contract without the prior
written consent of the COUNTY thereto.
11. 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:
Emergency Medical Services Office
490 63rd Street, Ocean, Suite 170
Marathon, Florida 33050
CONTRACTOR: Emergency One, Inc.
3573 Enterprise Ave., #64
Naples, FL 33942 -3635
12. 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.
13. 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 COUNTY from declaring a forfeiture for any
succeeding breach either of the same conditions or covenants or
otherwise.
14. CONTRACTOR - GENERAL
The CONTRACTOR warrants that it is authorized by law to
engage in the performance of the activities encompassed by the
program 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
entity, whether partnership of sole proprietorship, under
which CONTRACTOR normally conducts business.
b. They are empowered to act and contract for the CONTRACTOR,
and
c. This Agreement has been approved by the Board of Directors
of CONTRACTOR, if CONTRACTOR is a corporation.
d. CONTRACTOR has, if this contract calls for payment in
excess of $10,000, executed a sworn statement under F.S.
287.133 (3) (a), on public entity crimes. Said statement,
if not attached hereto, is already on file with the EMS
Office /Clerk of Court for the calendar year 1993.
15. ENTIRE AGREEMENT
This Agreement and the Specifications attached hereto and
made a part of this agreement constitute 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 EMS Office or
the COUNTY.
16. 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.
17. CONDITIONS OF TERMINATION:
a. The performance of work or provision of goods under this
agreement may be terminated, delayed, or temporarily
suspended by the COUNTY, in whole or in part, from time to
time, wherever the COUNTY shall determine that such
termination is in the best interest of the COUNTY. The
COUNTY 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.
18. INSPECTION AND CORRECTIONS
The COUNTY shall have the right to inspect the ambulance at the
factory and at the time and place of delivery. Time limited on
acceptance and discrepancy correction shall be as stated in
section 2.16 of attached Specification. In the event of any
claimed defects in the chassis or deviations from
specifications, the CONTRACTOR shall have the necessary time to
inspect the ambulance and make any necessary changes or
corrections. In the event of any defect in the chassis, the
CONTRACTOR, as agent for the COUNTY, shall contact the
manufacturer of the chassis and advise them of any necessary
changes or corrections needed. COUNTY 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 ambulance, 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
COUNTY'S acceptance of the ambulance.
19. WARRANTY
a. The warranties that are stated in section 2.11 of the
specifications are the only warranties given under this
contract and the CONTRACTOR disclaims all other
warranties, both express and implied, including any
implied warranty of merchantability or fitness for a
particular purpose. The COUNTY'S remedies for breach of
warranty are limited to those set forth in section 2.11.
The CONTRACTOR shall not be liable for incidental or
consequential damages resulting from a breach of any
warranty.
b. The CONTRACTOR does not warrant the chassis and the COUNTY
must look to the chassis manufacturer for any warranties
other than those specifically called for in section 2.11
of the specification.
IN WITNESS WHEREOF, the parties hereto have executed this
contract the day and year first above written.
BOARD OF COUNTY COMMISSIONERS
OF MONROE COUNTY
BY:
MAYOR
(SEAL)
ATTEST: Danny L. Kolhage, Clerk
CLERK
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THORIi" i REPRESENTATIVE
mergency One, Inc.
WITNESS:
I AP ROVED AS TO FORM
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