12/11/2013 AgreementAMY REAVILIN CPA
CLERK Of CIRCUR COURT & COIIP'iROL1.ER
MONnoE couim, FLORIDA
DATE: December 20, 2013
TO: Dent Pierce, Director
Public Works Division
ATTN. • Beth Leto, Assistant Director
Public Works Division _
FROM: Vitia Fernandez, D. Q
At the December 11, 2013 oard of County Commissioner's meeting the Board granted
approval of the following Item C2 Monroe County Board of County Commissioners tb award Bid and
execute Contract, to Black Fire Protection, Inc. for "Full Maintenance — Fire Protection Systems."
Enclosed is (4) four executed originals of the above -mentioned for your handling. Should you have any
questions, please feel free to contact our office
cc: County Attorney
Finance
File
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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: 305-289-6025
88820 Overseas Highway, Plantation Key, FL 33070 Phone: 852-7145 Fax: 305-852-7146
ruwi maintenance rrogram - rire Nrotection Nystems
AGREEMENT
FULL MAINTENANCE PROGRAM — FIRE PROTECTION SYSTEMS
MONROE COUNTY, FLORIDA
This (2) two year Agreement is made and entered into this 11t` day of December, 2013,
between MONROE COUNTY, FLORIDA ("COUNTY"), a political subdivision of the State of
Florida, whose address is 1100 Simonton Street, Key West, Florida 33040, and BLACK FIRE
PROTECTION, INC ("CONTRACTOR"), a Florida corporation, whose address is 3461 NW
75"' Terrace, Lauderhill, FL 33319.
WHEREAS, COUNTY desires to have inspection, testing, maintenance and repairs per
NFPA 25 for fire protection systems including associated piping and equipment located in
Monroe County, and
WHEREAS, CONTRACTOR desires and is able to provide inspection, testing,
maintenance and repairs per NFPA 25 for fire protection systems including associated piping and
equipment located in Monroe County; and
WHEREAS, it serves a legitimate public purpose for CONTRACTOR to provide
inspection, testing, maintenance and repairs per NFPA 25 for fire protection systems including
associated piping and equipment located in 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:
A. The Contractor shall furnish all labor, materials, equipment, tools, transportation,
services, and incidentals, and perform all the work necessary per the latest edition of
NFPA 25 for the fire suppression sprinkler systems including associated piping and
equipment in compliance with this agreement and the Local Authority Having
Jurisdiction.
B. Provide a complete program including inspection, testing, maintenance and repairs in
accordance with all guidelines issued per the latest edition of NFPA 251 for the fire
suppression sprinkler systems including associated piping and equipment at the facilities
listed in Paragraph 5.1) below:
1. Total Service Coverage. Contractor is to provide all parts, labor and
transportation required to provide for the inspection, testing,maintenance
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and repairs per NFPA 25 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 in and out, 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 by the Contractor to the Owner's
representative on site and a copy with the Contractor's invoice for
payment.
2. 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 systems as designated for the facilities listed in Paragraph 5.D
below.
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.
3. Additional Services: The Contractor shall include written findings,
corrective actions, and recommendations within the Quarterly Inspection
Reports. Whenever permitting and/or engineering services are required
for repairs/replacements, the Contractor shall submit to the, County the
Contractor's actual certified documented costs for such services and shall
invoice the County for reimbursement of only such costs.
3. 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 for approval, all maintenance, testing criteria and procedures for all
covered systems and equipment as required by NFPA and recommended by the
Manufacturer. The testing and 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, lishowing the
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Contractor's scheduled site visits and the tasks to be accomplished in order to
complete the contract's scope.
4. REPAIRS
A. Repairs for normal working hours between 8:00 a.m. and 5:00 p.m. Monday through
Friday, excluding holidays, shall be $100.00 per hour for technician and shall be
$175.00 per hour for technician and helper.
B. Emergency service calls after hours stated above, including holidays, shall be $150.00
per hour for technician and shall be $262.00 per hour for technician and helper.
C. The cost of parts (excluding freight and sales tax) shall be the manufacturers cost plus
15%. Freight, engineering, permits, equipment 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 Facilities Maintenance, 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 Facilities
Maintenance, 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 for scheduled testing will be paid on a quarterly schedule in
arrears. Payment will be made after completion of scheduled testing and upon
submission of a proper invoice by CONTRACTOR. Payment for repairs will be
made after acceptable completion of the repairs 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 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 following buildings will require:
One Annual Inspection and flow test of the Fire Pump and (3) Three Quarterly fire
sprinkler system inspections and testing per the latest edition of NFPA 25:
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Monroe County Detention Center 5501 College Road $1.400.00 cost/yr.
Key West, FL 33040
Harvey Government Center 1200 Truman Avenue $1,200.00` ost/yr.
Key West, FL 33040
Lester Building 530 Whitehead Street $1,400.00 Cost/yr.
Key West, FL 33040
Monroe County Courthouse 502 Whitehead Street $1.400.00 cost/yr.
Annex/Old Jail (TESTING SCHEDULED Key West, FL 33040
AROUND COURT HEARINGS)
Marathon Government Annex 490 631d Street, Ocean $1,200.00 cost/yr.
Marathon, FL 33050
Plantation Key, Jail 53 High Point Road $1,200.00 cost/yr.
Tavernier, FL 33070
Marathon Jail 3981 Ocean Terrace $1,200.00 cost/yr.
Marathon, FL 33050
The following buildings will require (1) One Annual Inspection and (3) Three Quarterly
fire sprinkler system inspections and testing per the latest edition of NFPA 25:
Monroe County Main Courthouse 500 Whitehead Street $1,000.00 cost/yr.
Key West, FL 33040
Monroe County Sheriff 5525 College Road $800.00 cost/yr.
Administration Bldg. Key West, FL 33040
Dept. of Juvenile Justice Building 5503 College Road 1,400.00 cost/yr.
Key West, FL 33040
Bayshore Manor
5200 College Road $600.00 cost/yr.
Key West, FL 33040
Freeman Justice Bldg.
302 Fleming Street 1,000.09 cost/yr.
Key West, FL 33040
Murray Nelson Government Center
102050 Overseas Highway $1000.00 Cost.yr.
Key Largo, FL 33037
Conch Key Fire Station
10 Conch Av. $800.00 cost/yr.
Conch Key, FL 33050
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Big Pine Fire Station 390 Key Deer Blvd. $800.00 cost/�r.
Big Pine Key, FL 33043
Stock Island Fire Station 6180 2nd Av. $800.00 cost/ jar.
Stock Island, FL 33040
WHEN PERFORMING ANNUAL INSPECTIONS FOR SOME MONROE COUNTY FACILITIES, PRIMARILY THE
COURTHOUSES, IT MAYBE NECESSARY TO SCHEDULE INSPECTIONS BEFORE OFAFTER NORMAL BUSINESS HOURS.
The total quarterly service amount of contract shall be Four Thousand Three Hundred
Dollars ($4,300.00) for an annual amount of Seventeen Thousand Two Hun ddred Dollars
($17,200.00). Total Compensation to CONTRACTOR for additional service's and repairs
under this Agreement shall not exceed $250,000.00 unless pre -approved emergency work
requiring additional funds is implemented.
Contractor shall submit all invoices with the Application for Payment form attached
There shall be no additional charges to the Owner for travel, mileage, meals, or lodging.
6. TERM OF AGREEMENT
This (2) two year Agreement shall commence on December 11, 2013, and ends upon
December 10, 2015, unless terminated earlier under paragraph 20 of this Agreement.
The COUNTY shall have the option to renew this Agreement for up to an additional
three (3) 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 two (2) 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
CONTRACTOR has, and shall maintain throughout the term of thisAgreement,
appropriate licenses. Proof of such licenses and approvals shall be subt!nitted to the
COUNTY upon request.
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
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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
Pursuant to Florida Statute §119.0701, Contractor and its subcontractors shall comply
with all public records laws of the State of Florida, including but not limited to:
A. Keep and maintain public records that ordinarily and necessarily would be
required by Monroe County in the performance of this Agreement.
B. Provide the public with access to public records on the same terms and
conditions that Monroe County would provide the records and at a cost that does
not exceed the cost provided in Florida Statutes, Chapter 119 or as otherwise
provided by law.
C. Ensure that public records that are exempt or confidential and exempt from
public records disclosure requirements are not disclosed except as authorized by
law.
D. Meet all requirements for retaining public records and transfer, at no cost, to
Monroe County all public records in possession of the contractor upon
termination of this Agreement and destroy any duplicate public records that are
exempt or confidential and exempt from public records disclosure requirements.
All records stored electronically must be provided to Monroe County in a format
that is compatible with the information technology systems of Monroe County.
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 parry 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 egligent acts
or omissions of the COUNTY or any of its employees, agents, contracto s or invitees
(other than CONTRACTOR). Insofar as the claims, actions, causes of action, litigation,
proceedings, costs or expenses relate to events or circumstances that occutr during the
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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 LIABILITY 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.
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 L1ABILI7'Y ARISING
OUT OF OPERATIONS PREFORMED FOR THEM, BY OR ON BEHALF OF
CONTRACTOR, BUT ONLY TO THE EXTENT OF DAMAGES CAUSEp BY THE
CONTRACTOR'S NEGLIGENCE ON ALL LLABILITY POLICIES EXCEPT 'WORKER'S
COMPENSATION AND EMPLOYER'S LLABILITY.
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 the State of
Florida. If requested by the County Administrator, the insurance coverage shall be primary
insurance with respect to the COUNTY and 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.
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NEITHER PARTY SHALL UNDER ANY CIRCUMSTANCES OR THEORY BE LIABLE
FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR
EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROIFITS, 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 b,b 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, sub -contractors, 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 parry, 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
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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. 12101 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 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
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, Flo�ida 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
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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, tooffset from
monies owed, or otherwise recover, the full amount of such fee, commissions 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
And
County Attorney
Post Office Box 1026
Key West, FL 33041-1026
19. TAXES
FOR CONTRACTOR:
Kirby Black
3461 NW 75d' Terrace
Lauderhill, FL 33319
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
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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 fojr 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 insti ted for the
enforcement or interpretation of this Agreement, the COUNTY and CO l , TRACTOR
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 administratve 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, covenant, 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 prevision.
24. ATTORNEY'S FEES AND COSTS
COUNTY and CONTRACTOR agree that in the event any cause df action or
administrative proceeding is initiated or defended by any party rel tive to the
enforcement or interpretation of this Agreement, the prevailing party shall �e entitled to
reasonable attorney's fees in both trial and appellate proceedings. Each party agrees to
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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 necessat� 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
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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 function$ under this
Agreement within the territorial limits of the COUNTY shall apply to the flame 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, � 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, au#horizing the
delegation of the constitutional or statutory duties of the COUNTY, except ito 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 ;fin 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 persona liability or
accountability by reason of the execution of this Agreement.
35. EXECUTION IN COUNTERPARTS
Page 13 of 15
run maintenance Nrogram -►-ire Nrotection systems
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 contact 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'iperiod 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 parry 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.
Remainder of page intentionally left blank
Page 14 of 15
rwi maintenance Program - rire Protection bystems
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.
IN WITNESS WHEREOF, COUNTY and CONTRACTOR hereto have executed this
Agreement on the day and date first written above in four (4) counterparts, each of ,'which shall,
�ut proof or accounting for the other counterparts, be deemed an original contract.
HEAVILIN,
Deputy Clerk
Date: C LA
Witn s for CON CTO
Signature
D.
1_� />
k\( t\ 11-7, • 11 ;
r. a 0
BOARD OF COUNTY COMMISSIONERS
OF MONROE COUNTY, FLOIDA
By: -
rrYor
Date:
Print Name
Address: T� ,cam
-333/9
COKMA
MUM
A 2016
J. RCAD ES =Z1 yid 06 330 i °r-�•'°°0'5' Fl
7ASSIST7ANTOl}I TY AR EY/ lc rS 3
Page 15 of 15
�►coRd CERTIFICATE OF LIABILITY INSURANCE
`.
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12/16/2013
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO MGM UPON THE CERTIFICATE HOLDEX TINS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING WOURER(i% AUTHORIZED
REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER
IMPORTANT: It the certIlIcale holder Is an ADDITIONAL INSURED, the pallcy(Ies) must be endorsed. N SUBROGATM IS WAIVED, subject to
the tfrrrrs and conditions of the policy, certain policies may require an endorsement A statement on this eartilhxte dais not cm [a rlphtS to the
catiMc11 holder In lieu of such en s .
PRODUCER
Frank H. 'Farman, Inc.
1314 East Atlantic Blvd.
P . O. Box 1927
Pompano Beach FL 33061
CMrACr Angela Crow, CISR
(954)943-5050 a541942-a10
.angelalfurmani s rance.coa
eau AFFORDING COVERAGM NMC
eUMMA:GothM Insurance PgMarr
5569
INSURED
Black Fire Protection Inc
3461 Nis 75th Terrace
Lauderhill rL 33319
muReptsThe Ohio Casualty Insurance Cc
2 78
• lorida Citrus Bus i I -Fund
COVERAGES CERTIFICATE NUMBER:13/14 GL 'NC AUTO REVISION NUMBER:
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOV14 FOR THE POLICY PERIOD
INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT VWH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
1111.
rim or wsueANCE
N
urns
GENERAL LIABILITY
EACH OCCURRENCE
f 1,000,000
PREMISES I& ggadMWi
100,000
A
X COMMERCIAL GENERAL LIABILITY
CLAIMWADE ® OCCUR
X
WA02.3rSC00322
/16/2013
/16/2014
MEDEv on.
f 5,000
PERSONAL & ADV 14JURY
f 1,000,000
GBIFRIILAeaREGATE
s 2,000,100
GENL AGGREGATE OMIT APPLIES PER:
2,000,000
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AUTDOON LR uAsa.nY
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BODILY INJURY (Ps►'wdder4
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AGGREGATE
f
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CWMS�AADE
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AND EWLOYIRS' LIABILITY
ANY PROPRIErOR1PARTNERMECUTIVE
(Mar mory In N R EOnCLtIDES9 N
(MrW� =In�
OF OPEMTIONS
N /A
0650042
1/12/2013
1/12/2011
X TA
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f 100,000
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f 100 000
500,000
DA
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DEECJWWN OF OPERATIONS 1 LOCATI INS I VEHICLU (Aamb ACORD 191. Add-1, Rsmeks Selmdul% B ran epees Is wgWnd)
Monroe County Board of County Commissioners are listed as additional insured with respect to Oral
Liability coverage only arising cut of operations performed for these, by or on behalf Of contractor, but
only to the extent of damages caused by the contractor's nsgligenoo except worker's compensation and
employer's liability, as per written contract. Monroe County Board of County Commissioners are listed as
additional insured with respect to Automobile Liability coverage, as per written oontriact.
Stone-BobIlMonroeCounty-FL.
Monroe County
Board of County Commissioners
Gato Building Room 2-231
1100 Simonton Street
Kay West, FL 33040
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE 81PIRATIDN DAn "012 F, NOTICE !WRL BE CEL1NOM iN
ACCORDANCE MATH THE POLICY PROVISIONS.
AUTHORIM REPI RMWATNE
DeJong/K11 '44�
...r..�.�....a..., Yn .rnarn na ann wnn anm ramawm aA msor" III arrwrn