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7/15/2015 Agreement 44 Y GZ gr ii„ . �,I v mew:= CLERK OF CIRCUIT COURT U & COMPTROLLER y� .fk -# ';;4 MONROE COUNTY,FLORIDA 14,u y, LOR{DA'`a DATE: August 6, 2015 TO: Bob Stone, Director Facility Maintenance/Corrections ATTIC• Kathleen Quinn FROM: Cheryl Robertson Executive Aide to the Clerk of Court& Comptroller chu D Mo 58Y At the July 15, 2015 Board of County Commissioner's meeting the Board granted approval and execution of Item C22 Monroe County Board of County Commissioners to award bid and enter into contract with Cook's Direct,Inc%for the project"Kitchen Equipment—Stock Island Jail" Enclosed is a duplicate original of the above mentioned executed on behalf of Monroe County for your handling Should you have any questions,please feel free to contact me. cc: County Attorney Finance File V 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 AGREEMENT KITCHEN EQUIPMENT—STOCK ISLAND JAIL CONTRACT MONROE COUNTY COOK'S DIRECT,INC. THIS AGREEMENT made and entered into this 15TH day of July 2015 by and between MONROE COUNTY, a political subdivision of the State of Florida hereinafter called "County", whose address is 1100 Simonton Street, Key West, Florida 33040 and Cook's Direct, Inc., an Illinois corporation, hereinafter called "Contractor", whose address is 27725 Diehl Road, Warrenville, Illinois 60555. WHEREAS,the County is in need of specific kitchen equipment at its Monroe County Detention Center facility; and WHEREAS, the Contractor is licensed, qualified, properly equipped and is in the business of providing and installing kitchen equipment;now,therefore IN CONSIDERATION of the premises and of mutual covenants and promises hereinafter contained, the parties hereto do hereby agree as follows: 1. THE CONTRACT The contract between the County and the Contractor, of which this Agreement is a part, consists of the contract documents, as specified in paragraph 2. • 2. THE CONTRACT DOCUMENTS The contract documents consist of the Agreement, the Request for Bid, the Specifications, all Change Orders and any addenda, the Contractor's Bid documents, any other amendments hereto executed by the parties, together with the required County documents furnished as part of the Bid or required to be furnished by the Bid, and all required insurance documentation. In the event of a discrepancy between the documents, precedence shall be determined by the order of the documents as just listed. Contractor is to confirm all as-built conditions. Paint-MCDC Page 1 3. SCOPE OF THE WORK — Kitchen Equipment — Stock Island Jail - Monroe County Detention Center, 5501 College Road, Stock Island, Florida 33040. A. The Contractor shall perform all of the work required, implied or reasonably inferable from this agreement. The term "work" shall mean whatever is done by or required of the contractor to perform and complete its duties under this agreement, including the following: construction of the whole or a designated part of the project; furnishing of any required surety bonds and insurance; and the provision or furnishing of labor, supervision, engineering services, material, supplies, equipment, fixtures, appliances, facilities, tools, transportation, storage, power, debris disposal, the payment of any applicable sales and use taxes; procurement and payment of any required permits from local, state or Federal authorities having jurisdiction, royalties and product license fees; fuel, heat, light, cooling, and all other utilities as required by this contract. The work is to not disrupt or jeopardize Detention Center operations. Contractor is responsible for all required permitting and coordination with the Local Authority Having Jurisdiction. Contractor is to abide by all security rules and regulations of which includes tool control and employee background checks. The work to be performed by the contractor is generally described as follows: 3.01 DESCRIPTION A. Provide all labor, material, equipment, and tools as required for: 1.1 Summary— This performance specification provides the minimum requirements for the performance of the work. The work shall include, but not limited to all equipment, materials, labor, documentation and services necessary for the following: Properly disconnect, disassemble, and remove to the ground floor the existing Insinger tray washer and dryer from the kitchen on the second floor of the Monroe County Detention Center. Provide and install new kitchen equipment including all mechanical, venting, plumbing and electrical connections necessary for a complete installation and as described below: 1.2 Equipment A. Dishwasher—Flight Type (Quantity— 1) 1. Hobart 2015 Model No. FT1000 Energy Recovery Flight-Type dish machine, 58 gallons of final rinse consumption per hour, with dual rinse, hinged and insulated doors, sliding wash arms without caps, and microprocessor controls with AutoClean, AutoDelime, Energy Recovery, and Automatic Soil Removal system (ASR) (basis of design) or equal with the following features: ➢ Load Platform 2.5' (Total load length is 2.5' load platform+ 2' ASR+3' prewash=7'7") > Drain in unload > Dual rinse ➢ Standard non-split center joined(wash/power rinse/duel rinse) Paint-MCDC Page 2 > 5'6"Unload Section Non split > Total length of load, center and unload section is: 22.31 feet > Without blower dryer > 6"Higher than standard chamber height ➢ Include Energy Recovery System ➢ 18kw electric water heater booster—Shall provide min. 180 degree water > Right to left operation > Electric Heat ➢ Hinged doors, all sections > Without circuit breakers > Drain water tempering kit ➢ Hook mounted plastic strip curtains > Maximum Security Package — Standard and Medium Security Packages plus Undergrid > Electrical—480V/60Hz/3Ph > Next Gen FT Vent Hood 16"Round ➢ Tivoli 11, 111 stainless conveyor with Welded Cross Rods Every 3'' Row ➢ Digital controls with machine diagnostics > Low temperature alert • Start and stop switches at both ends ➢ Doors open indicator > Drains open indicator ➢ Door interlocks > 3 %2 H.P. prewash, 4 H.P. power wash and power rinse pump motors, all TEFC > Easy to remove stainless steel scrap pans and baskets > 30"wide conveyor belt > Variable speed conveyor ➢ Trays will be provided by Owner for submission to Factory 1.3 REFERENCES A. ASME CODES B. NFPA 70 National Electric Code C. Underwriters Laboratories—Standards for Electrical Components and Assemblies to achieve UL Labeled Products. D. NSF—National Sanitation Foundation Standards and Criteria to Achieve NSP "Seal of Approval". 1.4 SUBMITTALS - Owner review and approval is required for the following submittals. When submittals are marked approved by the Owner, that part of the work covered by the submittal may proceed, provided it complies with requirements of the Contract Documents; final acceptance will depend upon that compliance. Allow sufficient review time so that installation will not be delayed because of the time required to process submittals, including time for re-submittals. Allow two weeks for initial review. Four copies will be required for each submission. One copy will be returned to the Contractor with appropriate comments. A. Connection Plan: Paint-MCDC Page 3 1. Submit dimensioned drawings indicating exact locations of mechanical and electrical rough-ins, size and capacity. 2. Locate and size exhaust duct location for ventilation hood. 3. Scale of rough-in plan: Y2"= 1'-0". B. Equipment Base Plan: 1. Submit dimensioned drawings indicating exact size and locations of bases upon which equipment is set. 2. Scale of base plan: Y2"= 1'-0" C. Data Sheets for Standard Manufacturing Items: 1. Submit brochures containing specification sheets with illustrations and full mechanical and electrical data for all items of standard manufacturer. 2. Mark each data sheet with the applicable equipment number and indicate accessories to be provided with each item. 3. For operating equipment include data on performance and operating characteristics. Provide maintenance manuals, operating instructions; spare parts lists, precautions against hazards, manufacturer's warranties, and similar information. D. Parts and Operation Manuals 1. Submit operation manuals for all equipment of standard manufacturer. 2. Bind with three ring hard cover binders, indexed. 3. Include the names, addresses and telephone numbers of service agencies authorized to service the various items of equipment. E. Warranty 1. Submit sample warranties 1.5 QUALITY ASSURANCE A. Bidder Qualifications: 1. Bidder shall be a party regularly engaged in the fabrication and/or supplying of food service equipment as a primary business for a minimum period of five years. B. Regulatory Requirements: 1. Permits and Certificates: Comply with local laws, codes, ordinances and regulations bearing on the conduct and installation of the work. 2. All accessories shall be furnished, with equipment to comply with governing codes. 3. Provide safety devices required to comply with the regulations. 4. Electrical Equipment shall conform to the standards of the National Electrical Manufacturers Association, and have conveniently located control switches, enclosed case type, and shall comply with State of Florida's Electrical Code and bear the UL label. 5. NFPA Standards: a. Comply with NFPA 70 for electrical wiring and devices included with food service equipment Paint-MCDC Page 4 6. Health Codes: Comply with codes and ordinances regulating food service establishments of local or environmental health department having jurisdiction. 7. Electrically operated equipment shall be in accordance with the rules and regulations and the laws of the State of Florida, and shall be approved by the State Electrical Inspector and the Underwriters' Laboratories. C. Pre-installation conference: 1. Before beginning dish washer/dryer installation, conduct a pre-installation conference at the Project site with the Owner's authorized representative to review procedures, schedules, and testing. 2. Review warranty requirements. D. Verify electrical voltages, cycles, phases and special requirements before ordering equipment. E. Verify space requirements for proper clearances and ease of operation. Provide any equipment additions or modification to meet this requirement. 1.6 PRODUCT DELIVERY, STORAGE AND HANDLING A. Protect metal finishes from damage during shipping, storage, handling, installation and construction of other work in the same spaces. Wrap and crate each item of equipment as needed for protection from damage. B. Cover exposed stainless steel surfaces with self-adhesive protective paper, of a type recommended by the metal manufacturer; do not remove until work is installed and ready for cleaning and start-up. 1.7 WARRANTY A. Warranty: On workmanship and material. All material shall be new, of the best quality, perfect and without flaw. Equipment shall be delivered and installed in an undamaged condition. The warranties shall include a Standard warranty - 1- Year, inclusive of parts, labor& travel time during normal working hours within the USA and Manufacturer's extended 1-year warranty: Hobart Extended warranty Agreement covering Parts, Labor(Monday-Friday 8-5) and Travel, also includes 2 Proactive Maintenance Visits with proactive replacement of specific parts during the coverage period. Extended warranty on electric booster shall also be provided. PART 2.0 - GENERAL 2.1 METALS A. Stainless steel (s/s): AISI Type 302/304, hardest workable temper,No. 3 directional polish. Paint-MCDC Page 5 • 2.2 Electrical Materials A. General: Provide standard materials, devices and components as recommended by the manufacturer/fabricator, selected and installed in accordance with NEMA Standards and recommendations, and as required for safe and efficient use and operation of the equipment, without objectionable noise, vibration and sanitation problems. B. Controls and Signals: Provide recognized commercial grade signals, "on-off' push buttons or switches, and other speed and temperature controls as required for operation of each item, complete with lights, permanent signs and graphics to assist the user of each item. Provide stainless steel cover plates at controls and signals. C. Connections: Equip each item requiring electrical power with a terminal box for permanent connection. D. Motors: Totally enclosed type, except drip-proof type where not exposed to a dust or moisture condition, ball bearings, impregnated to resist moisture, horse- power and duty-cycle ratings as required for the service indicated. PART 3.0 - EXECUTION 3.1 INSTALLATION A. Set each item of non-mobile and non-portable equipment securely in place, leveled and adjusted to correct height. Anchor to supporting substrate where indicated and when required for sustained operation and use without shifting or dislocation. Conceal anchorage whenever possible. B. Install equipment in a professional and accurate manner per manufacturer's requirements and recommendations. Installation shall include labor and material for any required receiving, uncrating, setting in place, mechanical elements (such as back draft dampers or ducting),plumbing, detergent and electrical connections in order to provide a complete installation with the equipment being fully operational. C. The dishwasher unit will be positioned under a hood. Contractor is to confirm venting requirements. 3.2 CLEANING,RESTORING FINISHES A. After completion of installation, remove protective coverings, if any, and clean equipment, internally and externally. Restore exposed and semi-exposed finishes to remove abrasions and other damages. Polish exposed-metal surfaces. Replace work that cannot be successfully restored. 3.3 TESTING, START-UP AND INSTRUCTIONS A. Test each item of operational equipment to demonstrate that it is operating properly, and that controls and safety devices are functioning. Repair or replace Paint-MCDC Page 6 equipment that is found defective in its operation, including units that are below capacity or operating with excessive noise or vibration. B. Final Cleaning: After testing and start-up, clean and sanitize the equipment, and leave in a condition ready for use. C. At start-up, coordinate with the owner and dedicate at least one hour for user training in the equipment's proper operation, controls, maintenance and cleaning. Operation and maintenance manuals are to be provided by the Contractor for this training session. 3.4 SPECIAL PROVISIONS A. TOOL CONTROL PLAN—The Public Works escorting staff person will inventory all visitor's and contractor's tools on the approved Visitor/Contractor Tool Inventory form prior to entering and departing the facility. Only those tools necessary to the project will be allowed inside the facility. Contractors shall be under staff escort and supervision at all times while in the secured envelope of the facility or anywhere inmates may have access to the work area. The escort shall have in his/her possession a contractor tool inventory. Any discrepancies in the tool inventory will be handled by the escort as outlined in Section 16 of Monroe County Administration Instruction 6606.3 and the contractor shall remain at the facility until attempts at tool recovery have been completed. B. SMOKING POLICY—This is a non-smoking facility. Employees and contractors are not permitted to bring tobacco, cigarettes, cigars, lighters or matches into the secured envelope. If these items are brought into this facility, the act is considered to be an Introduction of Contraband which is punishable by law. The minimum action that a contractor may expect from the Monroe County Sheriff's office for Introduction of Contraband is to be permanently barred from future entrance to the facility. 3.5 JOB CONDITIONS A. Safety 1. Each Contractor and Subcontractor shall conduct work in a safe and practical manner in conformance with the OSHA Safety and Health Regulations and the latest edition of the Manual of Accident Prevention, Associated General Contractors of America. 2. Each Contractor and Subcontractor shall observe all applicable Federal, State, local and project laws and regulations pertaining to safety and health, pollution control, water supply, fire protection, sanitation facilities, waste disposal and other related items. 3. Good housekeeping shall be observed at all times. Waste, debris and garbage shall be removed daily or placed in appropriate waste containers. Paint-MCDC Page 7 Special attention shall be provided by the Contractor while working in occupied areas regarding noise pollution, dust containment and keeping the areas clean and safe for occupants and visitors. 3.6 GUARANTEE A. All work performed by the Contractor in completing the subject project shall be guaranteed by the Contractor against all defects of materials, equipment and workmanship for a period of two years from the date of Final Completion of the project. B. If, within any guarantee period, repairs or changes are required in connection with the guarantee work, which in the opinion of the Owner is rendered necessary as a result of the use of materials, equipment or workmanship which are defective or inferior or not in accordance with the terms of the Contract, the Contractor shall, promptly upon receipt of notice from the Owner and without expense to the Owner, proceed to place in satisfactory condition in every particular all of such guaranteed work, correct all defects therein; and make good all damages to the structure or site or equipment or contents thereof, which, in the opinion of the Owner, is the result of the use of materials, equipment or workmanship which are inferior, defective or not in accordance with the terms of the Contract; and make good any work or materials or the equipment and contents of structures or site disturbed in fulfilling any such guarantee. If the Contractor, after receipt of any such written notice, fails within seventy- two (72) hours to commence at the job site with performance of the work necessary to remedy all defects in the work described in such notice so as to provide the Owner with the subject project completed in accordance with all requirements of the Contract Documents, or fails to complete the performance of such remedial work with a reasonable time after commencing same, the Owner shall be entitled to have such defective work remedied on the account of the Contractor, in which event, the Contractor shall be fully liable for all costs and expenses reasonably incurred by the Owner in having such defective work remedied. 4. THE CONTRACT AMOUNT A. The Owner shall pay the Contractor in current funds for the Contractor's performance of the Contract per Paragraph 4.B of which follows, the Contract sum of One hundred forty-one thousand two hundred seventeen 04/100 Dollars ($141,217.04). B. This paragraph specifies administrative and procedural requirements necessary to prepare and process Applications for Payment. 1. Progress Schedule: Prepare and submit to the Owner for approval within ten days of Notice to Proceed, construction progress schedules for the work, with Paint-MCDC Page 8 as needed sub-schedules of related activities, which are essential to its progress. Incorporate manpower loading related to each activity identified on the progress schedule. a. Contactor is to submit format of schedule for approval b. Submit revised/updated progress schedules with each payment application. c. Time line between Notice to Proceed and Project Completion date shall not exceed 180 calendar days unless approved by the Owner. d. The Contractor's recovery of damages and sole remedy for any delay caused by the Owner shall be an extension of time on the Contract. e. Indicate complete sequence of construction by activity, with dates for beginning and completion for each element of construction. f. Identify work of separate stages and other logically grouped activities. g. Provide sub-schedules as needed to define critical portions of the schedule h. With each schedule submission, indicate progress of each activity to date and the projected completion date of each activity. i. Identify activities modified since previous submittal, major changes in scope and other identifiable changes. j. Note: It is not incumbent upon the Owner or Engineer to notify the Contractor when to begin, to cease or to resume work, nor to give early notice of faulty or defective work,nor in any way to superintend or relieve the Contractor of responsibility or of any consequence of neglect or carelessness. 2. Application for Payment: Partial progress payments may be issued to the Contractor with the Owner's approval and with submission of properly executed invoice and partial release of liens. Ten percent retainage will be withheld on all progress payments. When the final work is accepted by the owner,the contractor shall invoice the County for full and final payment. a. The owner may decline to make payment, may withhold funds, and if necessary, may demand the return of some or all of the amounts previously paid to the contractor,to protect the owner from loss because of: 1. defective work not remedied by the contractor nor, in the opinion of the owner, likely to be remedied by the contractor; Paint-MCDC Page 9 2. claims of third parties against the owner or the owner's property; 3. failure by the contractor to pay subcontractors or others in a prompt and proper fashion; 4. evidence that the balance of the work cannot be completed in accordance with the contract for the unpaid balance of the contract price; 5. persistent failure to carry out the work in accordance with the contract; 6. damage to the owner or a third party to whom the owner is, or may be, liable. In the event that the owner makes written demand upon the contractor for amounts previously paid by the owner as contemplated in this subparagraph,the contractor shall promptly comply with such demand. b. When all of the work is finally complete and the contractor is ready for a final inspection, it shall notify the owner thereof in writing. Thereupon, the owner will make final inspection of the work and, if work and all submissions are complete, in full accordance with this contract and this contract has been fully performed, the owner will promptly issue a final certificate for payment certifying that the project is complete and the contractor is entitled to the remainder of the unpaid contract price, less any amount withheld pursuant to this contract. Guarantees required by the contract shall commence on the date of final completion of the work. If the owner is unable to issue its final certificate for payment and is required to repeat its final inspection of the work, the contractor shall bear the cost of such repeat final inspection(s),which cost may be deducted by the owner from the contractor's final payment. c. The contractor shall not be entitled to payment unless and until it submits to the owner invoices with supporting documentation acceptable to the Clerk of Court of which may include partial and final releases and waivers of lien; releases and waivers of lien from all subcontractors of the contractor and of any and all parties required by the owner. 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. The County designates the Clerk of Courts as its agent under the Local Government Prompt Payment Act, Florida Statues Section 218.735 3. Acceptance of final payment by the contractor shall constitute a waiver of all claims against the owner by the contractor except for those claims previously made in writing against the owner by the contractor, pending at the time of final payment, and identified in writing by the contractor as unsettled at the time of its request for final payment. Paint-MCDC Page 10 C. Final payment, constituting the entire unpaid balance of the Contract Amount, shall be made by the Owner to the Contractor when the Contract has been fully performed by the Contractor. 5. WARRANTY A. The contractor warrants to the owner that all labor furnished to progress the work under this contract will be competent to perform the tasks undertaken, that the product of such labor will yield only first-class results, that materials and equipment furnished will be of good quality and new unless otherwise permitted by the contract, and that the work will be of good quality, free from faults and defects and in strict conformance with the contract and warrant same for a period of two years commencing at final completion. This two-year warranty is inclusive of all labor, transportation, equipment and material cost with no cost to the owner. All work not conforming to these requirements may be considered defective. 6. CHANGES IN THE WORK A. Changes in the work within the general scope of this contract, consisting of additions, deletions, revisions, or any combination thereof, may be ordered without invalidating this agreement,by change order or by field order. B. Change order shall mean a written order to the contractor executed by the owner, issued after execution of this agreement, authorizing and directing a change in the work or an adjustment in the contract price or the contract time, or any combination thereof. The contract price and the contract time may be changed only by change order. C. Any change in the contract price resulting from a change order shall be determined as follows: (a) by mutual agreement between the owner and the contractor as evidenced by (1) the change in the contract price being set forth in the change order, (2) such change in the contract price, together with any conditions or requirements related thereof, being initialed by both parties and (3)the contractor's execution of the change order, or (b) if no mutual agreement occurs between the owner and the contractor, then the change in the contract price,,if any, shall then be determined by the owner on the basis of the reasonable expenditures or savings of those performing, deleting or revising the work attributable to the change, including, in the case of an increase or decrease in the contract price, an allowance for direct job site overhead of 5%, and profit 5%will be utilized. D. The execution of a change order by the contractor shall constitute conclusive evidence of the contractor's agreement to the ordered changes in the work, this agreement as thus amended, the contract price and the contract time. The contractor, by executing the change 'order, waives and forever releases any claim against the owner for additional time or compensation for matters relating to or arising out of or resulting from the work included within or affected by the executed change order. Paint-MCDC Page 11 7. CONTRACTOR'S ACCEPTANCE OF CONDITIONS A. This Agreement and the provision of the services at the location listed have been fully considered by the Contractor, who understands the same and agrees to their sufficiency and suitability. Under no circumstances, conditions, or situations shall this Contract be more strongly construed against the County than against the Contractor. B. The passing, approval, and/or acceptance by the County of any of the services furnished by the Contractor shall not operate as a waiver by the County of strict compliance with the terms of this Contract, and specifications covering the services. Failure on the part of the Contractor, immediately after Notice to Correct shall entitle the County, if it sees fit, to correct the same and recover the reasonable cost of such replacement and/or repair from the Contractor, who shall in any event be jointly and severally liable to the County for all damage, loss, and expense caused to the County by reason of the Contractor's breach of this Contract and/or his failure to comply strictly and in all things with this Contract and with the specifications. 8. INDEMNIFICATION/HOLD HARMLESS Notwithstanding any minimum insurance requirements prescribed elsewhere in this agreement, Contractor shall defend, indemnify and hold the COUNTY and the COUNTY's elected and appointed officers and employees harmless from and against (i) any claims, actions or causes of action, (ii) any litigation, administrative proceedings, appellate proceedings, or other proceedings relating to any type of injury (including death), loss, damage, fine, penalty or business interruption, and (iii) any costs or expenses that may be asserted against, initiated with respect to, or sustained by, any indemnified party by reason of, or in connection with, (A) any activity of Contractor or any of its employees, agents, sub- contractors or other invitees during the term of this Contract, (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 Contract, 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 Contract, this section will survive the expiration of the term of this Contract or any earlier termination of this Contract. In the event that the service is delayed or suspended because of the Contractor's failure to purchase or maintain the required insurance, the Contractor shall indemnify the County from any and all increased expenses or lost revenue resulting from such delay. The first ten dollars ($10.00) of remuneration paid to the Contractor is for the indemnification provided for above. The extent of liability is in no way limited to, reduced, or lessened by the insurance requirements contained elsewhere within this agreement. The provisions of this section shall survive the expiration or earlier termination of this agreement. Paint-MCDC Page 12 9. INDEPENDENT CONTRACTOR At all times and for all purposes under this agreement the Contractor is an independent contractor and not an employee of the Board of County Commissioners for 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 for Monroe County. 10. ASSURANCE AGAINST DISCRIMINATION The Contractor shall not discriminate against any person on the basis of race, creed, color, national origin, sex, age, or any other characteristic or aspect which is not job related, in its recruiting, hiring, promoting, terminating, or any other area affecting employment under this agreement or with the provision of services or goods under this agreement. 11. ASSIGNMENT/SUBCONTRACT The Contractor shall not assign or subcontract its obligations under this agreement, except in writing and with the prior written approval of the Board of County Commissioners for Monroe County, which approval shall be subject to such conditions and provisions as the Board may deem necessary. This paragraph shall be incorporated by reference into any assignment or subcontract and any assignee or subcontractor shall comply with all of the provisions of this agreement. Unless expressly provided for therein, such approval shall in no manner or event be deemed to impose any obligation upon the board in addition to the total agreed-upon price of the services/goods of the Contractor and compensation to County. 12. COMPLIANCE WITH LAW In providing all services/goods pursuant to this agreement, the Contractor shall abide by all statutes, ordinances, rules and regulation pertaining to, or regulating the provisions of, such services, including those now in effect and hereinafter adopted. 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 contract immediately upon delivery of written notice of termination to the Contractor. The Contractor shall possess proper licenses to perform work in accordance with these specifications throughout the term of this contract. 13. INSURANCE Prior to execution of this agreement, and maintained throughout the life of the contract, the Contractor shall furnish to the County Certificates of Insurance indicating the minimum coverage limitation as listed below: A. General Liability—include as a minimum: • Premises Operations • Products and Completed Operations • Blanket Contractual Liability Paint-MCDC Page 13 • Personal Injury Liability • Expanded Definition of Property Damage The minimum limits acceptable shall be $500,000 Combined Single Limit If split limits are provided, the minimum limits acceptable shall be: $300,000 per person; $500,000 per Occurrence; and $200,000 Property Damage. An Occurrence Form policy is preferred. If coverage is changed to or provided on a Claims Made Policy, its provisions should include coverage for claims filed on or after the effective date of this contract. In addition, the period for which claims may be reported should extend for a minimum of twelve (12) months following the final acceptance of work by the County. MONROE COUNTY BOARD OF COUNTY COMMISSIONERS MUST BE NAMED AS ADDITIONAL INSURED ON ALL POLICIES ISSUED TO SATISFY THE ABOVE REQUIREMENTS. B. Vehicle Liability—include as a minimum: • Owned,Non-Owned, and Hired Vehicles The minimum limits acceptable shall be $300,000 Combined Single Limit If split limits are provided, the minimum limits acceptable shall be: $200,000 per Person; $300,000 per Occurrence; and$200,000 Property Damage. MONROE COUNTY BOARD OF COUNTY COMMISSIONERS MUST BE NAMED AS ADDITIONAL INSURED ON ALL POLICIES ISSUED TO SATISFY THE ABOVE REQUIREMENTS. C. Workers Compensation—limits sufficient to respond to Florida Statute 440. In addition,the Contractor shall obtain Employers' Liability Insurance with limits of not less than: $500,000 Bodily Injury by Accident $500,000 Bodily Injury by Disease,policy limits $500,000 Bodily Injury by Disease, each employee Coverage shall be provided by a company or companies authorized to transact business in the State of Florida and the company or companies must maintain a minimum rating of A-VI, as assigned by the A.M. Best Company. If the Contractor has been approved by Florida's Department of Labor, as an authorized self-insurer, the County shall recognize and honor the Contractor's status. The Contractor may be required to submit a Letter of Authorization issued by the Department Paint-MCDC Page 14 of Labor and Certificate of Insurance, providing details on the Contractor's Excess Insurance Program. If the Contractor participates in a self-insurance fund, a Certificate of Insurance will be required. In addition, the Contractor may be required to submit updated financial statements from the fund upon request from the County. 14. CONTRACTOR'S RESPONSIBILITY The Contractor warrants that it is authorized by law to engage in the performance of the activities encompassed herein, subject to the terms and conditions set forth in these contract documents. Contractor shall at all times exercise independent judgment and shall assume responsibility for the services to be provided. 15. 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 Director, Middle Keys Operations Monroe County Facilities Maintenance 5501 College Road Key West,Florida 33040 AND Monroe County Administrator 1100 Simonton Street Key West, FL 33040 FOR CONTRACTOR OR REPRESENTATIVE AT JOBSITE Kerri Kolzow FOREMAN 27725 Diehl Road TBD Warrenville, IL 60555 Notice shall be deemed received when hand delivered, delivered by mail, or when deemed undeliverable by the U.S. Postal Service. 16. CANCELLATION A) In the event that the Contractor shall be found to be negligent in any aspect of the work, the County shall have the right to terminate this agreement after five days written notification to the Contractor. > Paint-MCDC Page 15 B) This contract may be terminated for convenience by County upon ten (10) days written notice to contractor delivered by hand or certified mail,return receipt requested, of intent to terminate and the date on which such termination becomes effective. Contractor shall cease work as directed. In such case, Contractor shall be paid for all work executed and termination expenses, and expenses incurred prior to termination.No payment shall be made for profit for work which has not been performed. 17. GOVERNING LAWS,VENUE,INTERPRETATION,COSTS,FEES This Agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to contracts 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 the agreement, the County and Contractor agree that venue shall lie in the appropriate court or before the appropriate administrative body in Monroe County,Florida. This Agreement shall not be subject to arbitration. 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. 18. RECORDKEEPING Contractor shall maintain all books, records, and documents directly pertinent to performance under this Agreement in accordance with generally accepted accounting principles consistently applied. Each party to this Agreement or their authorized representatives shall have reasonable and timely access to such records of each other party to this Agreement for public records purposes during the term of the Agreement and for four years following the termination of this Agreement. If an auditor employed by the County or Clerk determines that monies paid to Contractor or not paid to County pursuant to this Agreement were spent for purposes not authorized by this Agreement or wrongfully retained by Contractor, the Contractor shall repay the monies together with interest calculated pursuant to Sec. 55.03,FS,running from the date the monies were to have been paid. 19. 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 Paint-MCDC Page 16 stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. 20. ATTORNEY'S FEES AND COSTS The 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, court costs, investigative, and out-of-pocket expenses, as an award against the non-prevailing party, and shall include attorney's fees, court costs, investigative, and out-of-pocket expenses in appellate proceedings. 21. BINDING EFFECT The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to the benefit of the County and Contractor and their respective legal representatives, successors, and assigns. 22. 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 or individual action, as required by law. 23. 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 Bids, and funding solicitations shall be approved by each party prior to submission. 24. 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 each of the parties. 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 public meeting of the Board of County Commissioners. If the issue)or issues are still not resolved to the satisfaction of the parties, then any party shall have the right to seek such relief or remedy as may be provided by this Agreement or by Florida law. This provision does not negate or waive the provisions of Paragraph 16 concerning cancellation. 25. 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, Paint-MCDC Page 17 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. 26. NONDISCRIMINATION County and Contractor agree 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. County or Contractor agree 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 Note0, 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 the parties to, or the subject matter of,this Agreement. Monroe County Code Ch. 13,Art. VI, prohibiting discrimination on the basis of race, color, sex, religion, disability, national origin, ancestry, sexual orientation, gender identity or expression, familial status or age. 11) Any other nondiscrimination provisions in any Federal or state statutes which may apply to the parties to, or the subject matter of,this Agreement. 27. COVENANT OF NO INTEREST County and Contractor covenant that neither presently has any interest, and shall not acquire any interest, which would conflict in any manner or degree with its performance under this Agreement, and that only interest of each is to perform and receive benefits as recited in this Agreement. 28. CODE OF ETHICS Paint-MCDC Page 18 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 Statues, 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. 29. NO SOLICITATION/PAYMENT The 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. 30. 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 Statues, 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. 31. NON-WAIVER OF IMMUNITY Notwithstanding the provisions of Sec. 768.28, Florida Statues, the participation of the County and the 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 contract entered into by the County be required to contain any provision for waiver. 32. 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 of any public agents or employees of the County, when performing their respective functions under this Agreement within the territorial limits of the County shall apply to the same degree and extent to the performance of such functions and duties of such officers agents, volunteers, or employees outside the territorial limits of the County. Paint-MCDC Page 19 33. LEGAL OBLIGATIONS AND RESPONSIBILITIES Non-Delegation of Constitutional or Statutory Duties. 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. 34. NON-RELIANCE BY NON-PARTIES No person or entity shall be entitled to rely upon the terms, or any of them, of the 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. 35. 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. 36. 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. 37. 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 any of the parties hereto may execute this Agreement by signing any such counterpart. Paint-MCDC Page 20 38. 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. 39. CONTINGENCY STATEMENT Monroe County's performance and obligation to pay under this contract is contingent upon an annual appropriation by the Monroe County Board of County Commissioners. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and date first written above in four (4) counterparts, each of which shall, without proof or accounting for the other counterparts, be deemed an original contract. AK r I; , )A A, BOARD OF COUNTY COMMISSIONERS N a1 .vilin, CLERK OF MONROE COUNTY, FLORIDA cA ....-.fit;�.r '/ ! / .0 V l/ c.�V ° ' all se9a'' _AA All By: ��--- ,4l'" Dc�.uty Clerk ayor/airman Date: I // 5//5 (SEAL) CONTRACTOR fittest:-- B B : TQQ+ 4'''..-k0 y y WITNESS ,1 e'er Title: ( if/ei' Title: ?r1S2-6•41-4..t-V" By: 64. c€4.----- Date: •L0 2241 WITNFJS Title: T3`) S I'icy ��-P J oipe2�y-' Nccel CrY i- MON R D E VC UA Rflfl EY ASSISTANT C UNTY TTO ,NEY n,,tn 6z 4 / s Paint-MCDC Page 21 COOKS-1. OP ID: EZ ,4ACoR1:, CERTIFICATE OF LIABILITY INSURANCE DATE 06/25/2015 ) 06/25/2015 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS 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 INSURER(S), AUTHORIZED , REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies) must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Total Insurance Services,Inc. PHONE FAX 3175 Commercial Avenue (A/C,No,Extl: (A/C,No): Northbrook,IL 60062-1926 E-MAILoRLss: Wendy A.Coleman INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:Hanover Insurance Company 22292 INSURED Cook's Direct,Inc. INSURER e:Travelers Ins.Cos. 19038 27725 Diehl Road - Warrenville,IL 60555 INsuRERc: INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: • REVISION NUMBER: - THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH 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. INSR TYPE OF INSURANCE ADDL SUER POLICY EFF POLICY EXP LIMITS LTR INSB_10(Vm POLICY NUMBER (MMIDD/YYYY) (MMIDD/YYYY) GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 A X COMMERCIAL GENERAL LIABILITY X OBC9088058 .03/31/2015 03/31/2016 DAMAGES()EaRENTEoc cDurrence) $ 300,000 PREMISES( CLAIMS-MADE X OCCUR MED EXP(Any one person) $ 5,000 A X Broad Form Vendor PERSONAL BADVINJURY $. 1,000,000 Included • GENERAL AGGREGATE - $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $ 2,000,000 POLICY PRO- JECT ^ LOC $ - AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT - • 1,000,000 (Ea accident) $ A X ANY AUTO X AWC9088026 03/31/2015 03/31/2016 BODILY INJURY(Per person) $ X ALL OWNED x SCHEDULED BODILY INJURY(Per accident) $ AUTOS AUTOS X HIRED AUTOS X NON-OWNED - PROPERTY DAMAGE AUTOS _(PER ACCIDENT) $ X UMBRELLA UAB OCCUR • EACH OCCURRENCE $ 5,000,000 A EXCESS LIAB CLAIMS-MADE OBC9088058 03/31/2015 03/31/2016 AGGREGATE $ 5,000,000 DED RETENTION$ _ $ WORKERS COMPENSATION WC STATU- OTH- AND EMPLOYERS'LIABILITY TORY LIMITS ER A ANYPROPRIETOR/PARTNER/EXECUTIVE Y/N WCC9087905 03/31/2015 03/31/2016 E.L.EACH ACCIDENT ,• $ 500,000 OFFICER/MEMBER EXCLUDED? y N/A - (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 500,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 500,000 B Ocean Cargo ZOE-14P65751-12-ND 03/31/2015, 03/31/2016 A Property OBC9088058 03/31/2015 03/31/2016 978,000 DESCRIPTION OF OPERATIONS/LOCATIONS I VEHICLES (Attach ACORD 101,Additional Remarks Schedule,if more space is required) Blanket Contractual Liability included. Expanded definition of property damage. PPRO D Monroe County Board of County Commissioners is an additional insured with 15 GEMENT respect to General Liability and Auto Liability, when required:by written D contract. WAIVER N/Ax YES,__ CERTIFICATE HOLDER CANCELLATION MONROEC SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Monroe CountyBoard of CountyTHE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Commissioners 1100 Simonton Street • AUTHORIZED REPRESENTATIVE Key West,FL 33050 aticev, ©1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25(2010/05) The ACORD name and logo are registered marks of ACORD