Loading...
10/16/2013 AgreementAMY REAVILIN, CPA CLERK OF CIRCUIT COURT & COMPTROLLER MoxrtOE coumr, FLORIDA DATE: November S, 2013 TO: Dent Pierce, Director Public Works Division ATTN: Beth Leto, Assistant Director Public Works Division FROM: Vitia Fernandez, D. C. At the October 16, 2013, Board�OfjCounty Commissioner's meeting the Board granted approval of the following item: VV - /Item C26 Board granted approval to award bid and execute a Contract with Air Mechanical & Service Corp. for a full maintenance program for the two centrifugal chillers at Jackson Square. Item C27 Board granted approval to modify the fee structure for the use of Government meeting rooms, and Channel 76 televising costs for FY14. Item C28 Board granted approval to execute an Interlocal Agreement with the City of Marathon for utilization of the County meeting room in Marathon for 24 City Council meetings. Item C29 Approval to award bid and execute a Contract with Culver's Cleaning Company for Janitorial Services at Veteran's Memorial Park Restrooms, Little Duck Key, Monroe County. This contract is funded 100% by TDC funds. Enclosed is an original of each of the above - mentioned for your handling. Should you have any questions, please feel free to contact our office. cc: County Attorney Finan e File 500 Whitehead Street Suite 101, PO Box 1980, Key West FL 33040 Phone: 305- 295 -3130 Fax: 305 - 295 -3663 3117 Overseas Highway, Marathon, FL 33050 Phone: 305 - 289 -6027 Fax: 305 - 189 -6025 88820 Overseas Highway, Plantation Key, FL 33070 Phone: 852 -7145 Fax: 305- 852 -7146 AGREEMENT FOR FULL MAINTENANCE PROGRAM — CHILLER SYSTEMS JACKSON SQUARE, KEY WEST, MONROE COUNTY, FLORIDA This Agreement is made and entered into this 17th day of September, 2013, by and between MONROE COUNTY, FLORIDA ( "COUNTY "), a political subdivision of the State of Florida, whose address is 1100 Simonton Street, Key West, Florida 33040, and Air Mechanical & Service Corp. ( "CONTRACTOR "), a Florida corporation, whose address is 2700 Avenue of the Americas, Englewood, Florida 34224. WHEREAS, COUNTY desires to have a full maintenance program — chiller systems located at Jackson Square, Key West, and WHEREAS, CONTRACTOR desires and is able to provide a full maintenance program for the chiller systems at Jackson Square, Key West; and WHEREAS, it serves a legitimate public purpose for CONTRACTOR to provide a full maintenance program for the Jackson Square chiller system, 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 following specifications entitled: FULL MAINTENANCE PROGRAM - CHILLER SYSTEMS JACKSON SQUARE, KEY WEST, MONROE COUNTY, FLORIDA 3. SPECIFICATIONS - FULL- MAINTENANCE PROGRAM A. Provide a complete program of preventive maintenance in accordance with all guidelines issued by the manufacturer(s) on the systems and equipment listed as follows: EQUIPMENT TYPE QTY. MANUFACTURER MODEL # NOTES COOLING TOWER 1 EVAPCO USS 19 -414 COOLING TOWER 1 EVAPCO SST 19 -414 CONDENSER WATER PUMP 1 DAYTON 3YV89B 15 HP CONDENSER WATER PUMP 1 ARMSTRONG A5GAWE015 15 HP Page 1 CHILLED WATER PUMP 1 BALDOR H18863A 15 HP RELIANCE CHILLED WATER PUMP 1 BALDOR H18863A 15 HP RELIANCE CHILLED WATER PUMP 1 ARMSTRONG 007180T3E2 7.5 HP 13TC CHILLED WATER PUMP 1 ARMSTRONG 007180T3E2 7.5 HP 13TC FRESH AIR AHU 1 CARRIER 39NC09 15 TON CENTRIFUGAL CHILLER 1 YORK YTG1A3B2 217 TONS CENTRIFUGAL CHILLER 1 MCQUAY WMC290DBS Nominal 290 TONS Design Capacity TONS 217 i. Total Service Coverage. Contractor to provide all parts, labor and transportation required to provide a total maintenance program per the equipment manufacturer's recommendations and schedules as well as keeping the equipment in proper operating condition to protect against unpredictable repair expenditures as well as ensure reliability and efficiency. Repairs shall be based on the fee schedule rates for labor and materials as outlined in this Agreement. The Contractor shall document each on -site service call and furnish the owner with a copy showing time, date and a brief description of activity. Work orders for on -site system preventative maintenance will list the inspection date, individual to report to, equipment identification, equipment location, work to be performed, and any special instructions. All documentation shall be submitted to the Owner by the Contractor with the invoice for payment. ii. 24 -Hour Emergency Service. 7 days a week. Technicians to respond twenty -four hours a day, seven days a week to ensure proper and reliable operation of items as listed and designated for the systems and equipment listed above. In the event of an operational failure, emergency response time shall be no greater than eight (8) hours from County notification to be on site. iii. Inspections. "Inspections shall be scheduled and performed in accordance with manufacturer's requirements and as more fully set forth in Article 3B below ". Any scheduled shutdown of equipment shall not impact indoor environment or facility user comfort. Scheduling during unoccupied hours may be required. iv. Refrigerant Conservation Services. Certified Technicians will need to perform additional leak detection activities and other services, including the use of storage and recycling equipment, in order to ensure compliance with the Clean Air Act and other state and local regulations on all items containing CFC, HCFC and HFC refrigerants listed above. V. Additional Services. When requested by the County, the Contractor will provide a written report of findings, corrective actions, and recommendations and shall invoice the County at the fee schedule rates for labor as specified in this Agreement. B. Annual Preventive Maintenance & Inspection Program for Chillers Contractor shall perform preventative maintenance activities per the manufacturer's schedules and recommendations. Within fourteen days of the Owner issuing a Notice To Proceed, Page 2 Contractor shall submit a proposed Maintenance and Inspection Schedule per Paragraph C. below, listing proposed dates to be onsite and activities to be conducted and is to be based on manufacturer's schedules and maintenance recommendations of all equipment listed above for the Owner's approval. A copy of the Manufacturer's maintenance schedules and recommendations for all the equipment listed above shall be attached to the Contractor's proposed Maintenance and Inspection Schedule. C. QUALITY ASSURANCE PROGRAM The Contractor shall meet the Owner on a semi - annual basis to evaluate system performance and Owner's satisfaction with the quality of service that is being provided. Contractor is to schedule a meeting with the Owner at the beginning of the contract year and an update meeting six months into the contract year with the following being part of the agenda. Contractor shall compile and submit to the Owner, all maintenance criteria and procedures for all covered systems and equipment as recommended by the Manufacturer. The maintenance criteria and procedures shall be formatted under major headings of which is then to be incorporated into a bar /Gnatt chart schedule utilizing Microsoft Scheduler or equal, showing the Contractor's scheduled site visits and the tasks to be accomplished in order to complete the contract's scope. 4. REPAIRS i. Repairs for normal working hours between 8:00 a.m. and 5:00 p.m. Monday through Friday, excluding holidays, shall be $72.00 per hour. ii. Emergency service calls after hours stated above, including holidays, shall be 105.00 per hour. iii. The cost of parts (excluding freight and sales tax) shall be the manufacturers cost plus 30 %. Freight and sales tax will be reimbursed at the amount charged only. The manufacturer's invoice must accompany all requests for payment for any part which exceeds $500.00, and may be requested at the discretion of the Director, Public Works, or his designee, for any part, regardless of the cost. Freight invoices over $500.00 must accompany all orders that require shipping or transportation of parts whether the part is under warranty or not, and may be requested at the discretion of the Director, Public Works, or his designee, for any freight charge, regardless of the cost associated therewith. 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. Invoices will be paid on a monthly schedule in arrears. Payment will be made after delivery and inspection by COUNTY and upon submission of a proper invoice by CONTRACTOR. C. CONTRACTOR shall submit to COUNTY invoices with supporting documentation acceptable to the Clerk, at completion of the work/repair by the CONTRACTOR Page 3 and approval by an appropriate COUNTY representative. 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. The total monthly service amount of contract shall be Nine Hundred, Sixty Two Dollars and 00 /100 Cents ($962.00) for an annual amount of Eleven Thousand, Five Hundred Forty Four Dollars and 00 /100 Cents ($11,544.00). Total Compensation to CONTRACTOR for additional services and repairs under this Agreement shall not exceed DOLLARS unless pre - approved emergency work requiring additional funds is implemented. e. Freon for re R -22 R -12 R -11 R -410 134 A 408 A 404 A 123 - harging systems: $ 25.00 per pound $ 45.00 per pound $ 31.50 per pound $ 12.00 per pound $ 6.00 per pound $ 15.00 per pound $ 21.00 per pound $ 17.00 per pound Freon evacuation and disposal shall be a part of the Contractor's rate, and shall not be billed as an additional item. Contractor shall submit all invoices with the Application for Payment form attached. There shall be no additional cost charges for travel, mileage, meals, or lodging. 6. TERM OF AGREEMENT This Agreement shall commence on Oeteb 0 1 c. --v , 2013 November 01, 2013 and ends upon September- 30 , 2 October 31, 2014 unless terminated earlier under paragraph 18 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) years. The Contract amount may 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 annualized computation at December 31 of the previous year. 7. ACCEPTANCE OF CONDITIONS BY CONTRACTOR This Agreement and the provision of the services at the location(s) listed have been fully considered by the CONTRACTOR, who understands the same and agrees to their sufficiency and suitability. 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 Page 4 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. 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, INSURANCE AND LIMITATION OF LIABILITY 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 third -party 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 reasonable 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 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: WORKERS COMPENSATION AND EMPLOYER'S LIABILTIY INSURANCE. Where applicable, coverage to apply for all employees at a minimum statutory limits 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 $ 100,000.00 bodily injury by disease, each employee. Page 5 COMMERCIAL AUTOMOBILE VEHICLE LIABILITY INSURANCE. Motor vehicle liability insurance, including applicable no -fault coverage, with limits of liability of not less than $100,000.00 per aggregate occurrence, combined single limit for Bodily Injury Liability and Property Damage Liability. Coverage shall include all owned vehicles, all non -owned vehicles, and all hired vehicles. If single limits are provided, the minimum acceptable limits are $ 100,000.00 per person, $ 300,000.00 per occurrence, and $ 50,000.00 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 aggregate occurrence combined single limit for Bodily Injury Liability and Property Damage Liability. If single limits are provided, the minimum acceptable limits are $ 100,000.00 per person, $ 300,000.00 per occurrence, and $ 50,000.00 property damage. MONROE COUNTY BOARD OF COUNTY COMMISSIONERS MUST BE NAMED ADDITIONAL INSURED - ADD RIDER #1- WITH RESPECT TO LIABILITY ARISING OUT OF OPERATIONS PERMORMED FOR THEM, BY OR ON BEHALF OF CONTRACTOR, BUT ONLY TO THE EXTENT OF DAMAGES CAUSED BY THE CONTRACTOR'S NEGLIGENCE ON ALL LIABILITY POLICIES EXCEPT WORKER'S COMPENSATION AND EMPLOYER'S 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 - ADD RIDER #3- except to the extent any loss, claim or action is caused by the negligence of one or more of the additional insured. NEITHER PARTY SHALL UNDER ANY CIRCUMSTANCES OR THEORY BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST SAVINGS OR LOSS OF GOOD WILL) SUFFERED OR INCURRED IN CONNECTION WITH PERFORMANCE OR NON - PERFORMANCE UNDER THIS AGREEMENT, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AMOUNT OF EACH PARTY'S LIABILITY TO THE OTHER PARTY UNDER THIS AGREEMENT WILL BE CAPPED AT AND UNDER NO CIRCUMSTANCES WILL EXCEED $250,000. 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. Page 6 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, subs, 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: 1) Title VI of the Civil Rights Act of 1964 (PL 88 -352) which prohibits discrimination on the basis of race, color or national origin; 2) 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 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 reasonably 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. 15. COMPLIANCE WITH LAW AND LICENSE REQUIREMMENTS 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 Page 7 shall constitute a material breach of this agreement and shall entitle the Board to terminate this Agreement. CONTRACTOR has, and shall maintain throughout the term of this Agreement, appropriate licenses to perform work in accordance with these specifications throughout the term of this Agreement. Proof of such licenses and approvals shall be submitted to the COUNTY upon request. 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 Section 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 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 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 Monroe County Facilities Maintenance Department 3583 South Roosevelt Boulevard Key West, FL 33040 FOR CONTRACTOR Mark Castellano Vice President/Branch Manager Air Mechanical & Service Corp. 2700 Avenue of the Americas Englewood, Fl. 34224 And County Attorney Post Office Box 1026 Key West, FL 33041 -1026 Page 8 19. TAXES 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 may terminate this Agreement with or without cause prior to the commencement of work. b. 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. C. 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. 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. Page 9 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 attorney's fees in both trial and 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 party 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 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 Page 10 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 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 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 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 Page 11 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. THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK. Page 12 IN WITNESS WHEREOF, COUNTY and CONTRACTOR hereto have executed this lent on the day and date first written above in four (4) counterparts, each of which shall, kproof or accounting for the other counterparts, be deemed an original contract. HEAV ILIN, Deputy Clerk Date: ' Witnesses for CONTRACTOR: S' natur ,� �4& y Date Print Name Signature QRL� I ��1i Date Print Name BOARD OF COUNTY COMMISSIONERS OF MO OE COUNTY, FLORIDA By: 'e` Mayor Date: 1 l ' 5 . U ( 3 Signature of person authorized to legally bind Corporation Date: /3 Print Name Address: c N �JF - t-3\3z O� *AV-- tC"t -%1QA S 34 ;-Z-4 Telephone Number aqk L \ 1 1 FIE 3 9 6 Page 13 N O -� _ r o o 3 fT1 Page 13 APPLICATION FOR PAYMENT DETAILS DATE: ARRIVAL TIME: LOCATION: DEPARTURE TIME: PARTS AND MATERIALS COSTS * ITEM DESCRIPTION UNIT PRICE QUANTITY EXTENSION 1 3 4 5 PARTS & MATERIALS SUB -TOTAL $ % INCREASE PARTS & MATERIALS $ FREIGHT CHARGE (if any) $_ EQUIPMENT CHARGE (if any) $_ TAX — PARTS / MATERIALS/ FREIGHT /EQUIPMENT$ PARTS & MATERIALS COSTS TOTAL It FREON COSTS LBS OF @ PER POUND FREON COST TOTAL LABOR AND EQUIPMENT COSTS HOURS @ LABOR & EQUIPMENT COSTS TOTAL Eq TOTAL APPLICATION $ DESCRIPTION OF WORK Date Authorized Signature / Title * Contractor must provide a copy of the Manufacturer's Invoice for parts over $500.00, and may be required to provide Manufacturer's Invoice for all parts provided. Contractor must provide copy of freight invoice for transportation/shipping costs over $500.00, and may be required to provide an invoice for any freight charge, regardless of the cost. Contractor must provide an invoice for any equipment charge, regardless of the cost. Page 14