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Item C08BOARD OF COUNTY COMMISSIONERS AGENDA ITEM SUMMARY Meeting Date: Januga 19 2012 Bulk Item: Yes X No Division: Public Works Department: Facilities Maintenance Staff Contact Person Dent Pierce, 292-4560 AGENDA ITEM WORDING: Approval to execute the first option to renew the contract with U. S. Water Services Corporation for the operation and maintenance of wastewater treatment plant for the Plantation Key Government Center, Monroe County. ITEM BACKGROUND: Our current agreement with U. S. Services will terminate January 27, 2012 and both parties wish to exercise the first renewal option. PREVIOUS RELEVANT BOCC ACTION: On January 19, 2011, the BOCC approved award of bid and execution of a contract with Water Services Corporation for the operation and maintenance of wastewater treatment plant for the Plantation Key Government Center, Monroe County. CONTRACT/AGREEMENT CHANGES: Renew contract to commence on January 28, 2012 and terminate on January 27, 2013, to include an increase in cost by the CPI-U at December 31 of the previous year of 1.5% as follows: Monthly Operation and Maintenance charges shall increase from $686.60 per month to $696.90 per month. Repairs during normal working hours beyond the $500.00 limit shall increase from $53.00 per hour to $53.80 per hour. Emergency service calls for overtime hours shall increase from $79.50 per hour to $80.69. STAFF RECOMMENDATIONS: Approval TOTAL COST: $8�,362.80/annual INDIRECT COST: BUDGETED: Yes X No $696.90/month Repairs: Regular business hours $53.80 EmergencylO T $ 8 0.6 9 Parts — cost + 10% Sludge removal after first 4 — cost +10% DIFFERENTIAL OF LOCAL PREFERENCE: COST TO COUNTY: same REVENUE PRODUCING: Yes No APPROVED BY: County Atty SOURCE OF FUNDS: Ad Valorem X Fasing OUNT PER MONTH Year .pJ� OMB/Purc Risk Management r\A� DOCUMENTATION: Included X Not Required DISPOSITION: AGENDA ITEM ## Revised 2105 MONROE COUNTY BOARD OF COUNTY COMMISSIONERS CONTRACT SUMMARY Contract with: U.S.Water Services Corp Contract # Effective Date: 01/28/12 Expiration Date: 01/27/13 Contract Purpose/Description: Operation and Maintenance of the Wastewater Treatment Plant at the PK Government Center — first option to renew Contract Manager: Jo B. Walters 4549 Faclities Maint/Sto #4 (Name) (Ext.) (Department/Stop #) for BOCC meeting on 01/19/2012 Agenda Deadline: 01/03/12 CONTRACT COSTS Total Dollar Value of Contract: $ 8,362.80 + Current Year Portion: $ 5,575.20 + repairs repairs Budgeted? Yes® No El Account Codes: 001-20501-530-340-- Crant: $ NIA County Match: $ NIA - - - ADDITIONAL COSTS Estimated Ongoing Costs: $ lyr For: (Not included in dollar value above) (eg. maintenance, utilities, janitorial, salaries, etc.) Date In Division Director Risk Manag ent O.M.B./Purc asing County Attorney Comments: OMB Form Revised 2/27/01 MCP #2 CONTRACT REVIEW Changes Needed Reviewer Yes❑ NoE( Yes❑ NoK2// Yes No2 Date Out 1)'42411( �OIJ I s' RENEWAL AGREEMENT OPERATION AND MAINTENANCE SEWAGE TREATMENT PLANT — PLANTATION KEY GOVERNMENT CENTER THIS IIT RENEWAL AGREEMENT is made and entered into this day of , 20 , between MONROE COUNTY (hereinafter "County„ or "Owner"), a political subdivision of the State of Florida, whose address is 1100 Simonton Street, Key west, Florida 33040, and U. S. WATER SERVICES CORPORATION, a Florida corporation, whose address is 4939 Cross Bayou Boulevard, New Port Richey, Florida 34652 (hereinafter "Contractor"). WHEREAS, the parties hereto did on .January 19, 2011 enter into an agreement for operation and maintenance of sewage treatment plant for the PLANTATION KEY GOVERNMENT CENTER, Monroe County (hereinafter "original Agreement"); and WHEREAS, the parties have found the Original Agreement to be mutually beneficial and; WHEREAS, the parties find that it would be mutually beneficial to enter into this I" Renewal Agreement; now therefore NOW THEREFORE, IN CONSIDERATION of the mutual promises and covenants set forth below, the parties agree as follows: In accordance with the original agreement, Paragraph 5, TERMS OF AGREEMENT, a. The County exercises option to renew the Original Agreement for the first of the two (2) tenns. This term will commence on January 28, 2012 and terminate January 27, 2013. b. The Contract amount is being adjusted 1.5% 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 computation at December 31 of the previous year as follows: Monthly operation and maintenance service amount from. $686.60 to $696.90, for an annual amount of $8,362.80; labor for repairs (as described in the original agreement) during normal working hours from $53.00 to $53.80 and emergency service calls from $79.50 to $80.69. IN WITNESS WHEREOF, the parties hereto have set their hands and seals the day and year first above written. (SEAL) ATTEST: DANNY L. KOLHAGE, CLERK L: Deputy Clerk Witnesses for CONTRACTOR.: Xgnature Date BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA Mayor/Chairperson U. S. WATER SERVICES CORPORATION By 1 4 Print Namez-- Signature r Date F YPR VED RM ASSISTANT (1 E. NTY ATTORNEY I ci Date �._ AGREEMENT FOR OPERA- TION AND NL4JNTENANCE WASTEWATER TREATM E 'T PLANT.— PLANTATION KEY GOVERNTIViENT CENTER i'd This Agreement is made and entered into this. day of January, 2011, between MONROE COUNTY, FLORIDA ("COUNTY"), a political subdivision of the State of Florida, whose address is 11-00 Simonton Strect, Key west, Florida 33040, and U. S. WATER SERVICES CORPORATION C'CONTRACTOR'), a Florida corporation, whose address is 4939 Cross Bayou Boulevard, New. Port Richey, FL 34652. VVHEREAS, COUNTY desires to provide operation: and. maintenance of wastewater treatment plant for the. PLANTATION KEY GOVERNMENT CENTER, Monroe= County, and WHEREAS, CONTRACTOR desires and is able to provide operation and maintenance of wastewatcr treatment plant for the. PLANTATION KEY C O E R IV MN T CENTER, Monroe County; and WHEREAS, it serves a legitimate . public purpose for CONTRACTOR to provide operation and maintenance of wastewater treatment plant for the PLANTATION KEY COV'ERNN ENT CENTER Monroe County, now therefore, IN CONSIDERATION of the mutual promises and covenants contained herein, it is agreed as follows: Y. THE AGREEMENT The Agreement consists of this document, the hid documents, exhibits, and any addenda only. 2. SCOPE OF THE'WORK A. The Contractor's services shall include all DEP requirements stipulated in the Operating Permit (attached as Exhibit A) in order to aerate the facility efficiently y and reliably, and to maintain the facility according to the Permit. The Contractor shall invoicc the County for the operation and maintenance services on a monthly basis, in arrears, at the fee schedule gate. facility. i. Comply with all conditions specif ed within the current Fermin fair this ii. Comply with all DEP rubs, Florida Statutes, and county and local regulations pert�ng to the operation and maintenance of wastewater- facilities systems of treatment and control, rnd related appurtenances. Notify the County Facilities Maintenance Department, by written nodc.e, of changes in DEP rules, Florida Statues., county and local regulations, as they apply a t to plant permitting or operations. iv. Become familiar with .aE pern it requirements CEP rules, Florida tatu#es, and county and local regulations which affect the above refereneed wastcwater facility. In addition, the contractor shall advise and make recommendation to the County on. matter PlarrWon Fier Govemment Center WWrP Agreement 1 November 2010 conceni ing the operation of the faHty, and shall provide written notification to the County of any and all deficiencies encountered that may result in a non-compliance- operating violation. This notification shall include the observation of the defici enci es, reconiended corrections and cost estinnates. Said notification shall be delivered to the Facilities Maintenance Director for review and approval. In the event that the County shall receive a notice on non-compliance or of Potential violation, written notice shall be l i von the contractor. V. Provides and maintain on site, records as required by the pest conditions. The. Contractor shall submit suppjemcntW copies of record documents and monthly operation reports (MDR) to the Fac iliti es Maintenance Director. vi. Inspect and maintain the facility's equipment, practices, and operation regulated or required by the Permit conditions. vii. Perform all other routine operation and maintenance tasks for the facility as part of the monthly service and included in .the monthly fee such as, but not limited to, the following; a. Operate the wastewater facility according to the manufacturer's -specifications and pursuwt to the Federal, State, County, and local regulatory rules with particular attention to Florida Lars, Chapter 403 and the Florida Administrative Codes, 62--600, 62-6(, 62-610, 6 --61 1, 62--6405, F.A.C., and other applicable sections; b. Inspect and lubricate all equipment which rewires lubrication in accordance with the manufacturer'.s specification and recommendations C. Supply, monitor} and record chorine feed and effluent residuals, regularly. Chlorine cosu shall be included in the monthly operation and maintenance fee. d. Replace motor/blower belts when required (labor and parts furnished by the Contractor) ; e. Clean blower filters on a regular basis; f. Repair minor electrical, and plumbing problems. at the contractors cost of $500.00 -and below- g. Perform minor repairs of pump station equipment and controls at the contractors cost of 500,00 and below; h. Maintain proper adjustment of all apparatus controls; i.. Maintain all painted surfaces; J. Record the daily flow in gallons per day; k. Record the -ph of effluent- I. Daily maintain air to all required components of the trcatment plant. The contractor shall individually check and clean all air diffusers -and Skimmers as required, then adjust aeration as required to maintain plant balance; In. Check sludge return; n. Transfer sludge as ` . � required to various plat components and concentrate into the digester as necessary essa to maintain plant operating epic ienc y; o. Mechanically check standby equipment weekly; P • Clean and hose down plant re arrl to maintain good 1 y housekeeping of the facility, and remove all unsightly debris and regular basis; materials from facility area on a . Plantation Ivey Government Center WWTP Agreement2 November f Q q. Provide all digester sludge removal services: Maximum of four removals annua i ly, when required. Any additional mmo val s, in excess of 1.200 -gallons require the County's prior written approval; the contractor shsif f notify the Faeflitieg Maintenance Department when sueh additional removals are anticipated. The cost breakdown for any removals beyond the four cited above shall consist of the disposal cost to the contractor plus ] 0% handling charge. The Contmetor shall be solely responsible for all- sludge removal service and any required testing, The Contractor shall submit to the Facilities MainMaiin tenance department a copy of the l6ndfill inbound charge (dump) tickct(s) after every sludge removal service; and Viii. Provide for emergency stAndby pumping services for -the facility (inclusive f all necessary equipment, matcria s, and labor) in the event that an unusual occurrence makes it necessary to i rn mediatel y pump out a- plant to prevent untreated wastewater from improperly escaping into the environment.. The C+ontmctor shall perform this func t ion to the best of the Contractor's ability considering the C i rcumstances surrounding, the unusual occurrence, and such occurrences shall qualify this as an emergency service. i . .Provide sampling, testing, results, and monitoring of -any substances or parameters at any locations reasonably necessary to assure compliance with the Permit conditions or DEP rules. X . Protect the County from any condition which may result in non- compliance with DEP rules, Florida Statutes, or county or low regulations to the best extent Bible. immediately � pos inform the County and in meting at once upon recognition of a potential problem, X i . Maintain a copy of the current Operating Permit on site xii. Maintain monitoring and record keeping- as required by the permit conditions, DEP rugs, county and local regulations. 13. REPAIRS The Contractor shall make all .repairs as necessary to assure that the facility is operating efficiently, reliably, and in ac cordanee with all requirements of the DEP and the DEP Operating Permit. when the Contractor deems a repair to be necessary, and over S500, oo, the. Contractor shall prepare a detailed cast estimate hosed on the fee schedule rates stipulated in the contract for labor, actual cost. of parts needed to make the repairs, plus the handling cue as - indicated Yip the contract, and present it to the County for approval. The Contractor shall initiate the approved repairs witWn 48 hours of said approval. Upon completion of the repairs, the Contractor shall document the work performed as is req ui red by the DEP gyrating Perrni t and other one -site service logs. Any invoice in which the total for Repairs (as defined above) does not exceed $500.00, the Contractor will not. invoice s'ai d amount to County and the Contractor will i be responsible for id amount. Any invoice in which Repairs (as defined above) exceed $500.00, the Contractor will invoice- and the County will pAy the full amount stated on the invoice pursuant to the contract provisions. C. EME&GENCY SERVICE The County shall contact the Contractor 'Immediately when an emergency call is. needed. The Contractor shall also notify the County immediately 'in the event of a facility emergency. The Contractor and the County shall- make entries into a lag, which shall include; Plentaxion. Key Govemment CedUr VWVTP Agreement 3 November i 1 o the date and time the problem was discovered, a description of the problem, the date and time the contractor was notified, the date and time the contractor arrived at the facility, the date and time the Contractor departed, and a summary . of the steps taken to rectify the pwhlem. The Contractor shall respond w all emergency calls which occur dung normal working hours and holidays and weekends within three hours of noti fixation by �e County(see Section 2.E. EXCEPTIONS). The. Contractor and the County shall simultaneously log the time the Count contacted the contractor for an emergence semwe documentation of the above time requirements. The Contractor shall invoice the County for after -hour, . weekcnd and holiday emergencies based on the applicable hourly rate indicated in the contract, the. actual casts of any parts used to rectify the problem, plus the applicable percentage as stipulated in the contact. D. ADDITIONAL SERVICES When requested by the County, the Contractor -shall advise and recommend, in writing to the County, any needed improvements, and shall invoice the County.at the fee schedule rates for labor as specified i n the contract. E. ECEETIDI All of the above described tasks or -requirements shall be considered routine duties of the contractor except: i. Repairs which are over the $5 00.0o invoice limit, 'as defined 'in Section 2.B. REPAID, shall be based on the fee schedule rates for labor for "Emergency Service Calls (Monday — Friday after normal working hours)`' outlined in the contract. i i. The Contractor shall not be held responsible for the inability to perform due to factors beyond the Contractor's control. F. MAJOR COMPON FAILIJRE In the event of a major component failure or system breakdown, the COUNTY, when deemed as an emergency situation, shall have the option to request from the CONTRACTOR only, a proposal/quote for replacement equipment in an aneount that could exceed Five Thousand Dollars ($5,000). Any proposal over $5,000 up to and including $103OOO roust be approved and signed by the Division Director an&or the County. Administrators. An proposal over $10, oo0 u to and inc ludi.n � n a p � $ �,�� must be approved and signed by the Division Director and the County Administrator. 3. CON' PACT AMOUNT The County shall pay to the Contractor for the faithful performances of the Contract in awful money of the United States, as follows; 1 Monthly operation and Mai twee Services $ 8. 6.G per month (as outlined in the contract specifications) $8.2-9.20 per car y 2) Repairs beyond the $500.00 invoice limit. (routine, prior approval required). Normal working hours of 8400 a.m. to 5:00 p.m. It onday through. Fyiday, excluding holidays $53.00per p hour 3) Em cr eney service call. Overtime rate for Plantation Key Government Center WWTP Agreement 4 hour other than normal hours as stated above, inc lading weekends and holidays • '.50per hour r _ 4) Handling fee for parts required for option, maintenance, repairs and emergency services. cost + 10 % 5) Sludge removal (beyond four per year requited as as regular maintenance) cost + 10 % Note., There are no , .6i al costsfor well,. mileage, meals, -or lodging. The Contractor 3 s request for payment must itea each of the costs stated above. 4. PAYMENTS TO CONT.I�A+I� A. COUNTY shall pay to accordance with the Florida Local Government Prompt Payment Act; payment will be made after delivery and inspection by 'COUNTY and upon submission of invoice by CONTRACTOR. B. CONTRACTOR, shall submit to COUNTY invoices with supporting documentation acceptable to the Clerk, on a monthly schedule in arrears. 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. C. Any 'invoice in which the -total for Repairs (as defined above) does not exceed 500.00, the Contractor will not invoice said amount to County and. the County will not be responsible for said amount. Any invoice in which repairs (as dcfnod above) exc d $500,00, the. Contractor will invoice and the County will pay the full amount stated on the invoice pursuant to the contract provisions. 5. TERM OF AGREEMENT This Agreement shall commence on January 28, 2011 and- ends upon ,January 27, 2012 unless terminated earlier under paragraph 18 of this Agreement. The COUNTY shal l have the option- to rene.w this Agreement for up to an additional two (2) one y periods at terms and conditi r ons mutually agreeable to the artier exercisable upon parties, p written. notice given at least 30 days .Prior to the end of the initial term. Unless the context clean indicates otherwise, references to the "term"' of this Agreement shall mean the initial term of one (1) year. The Contract amount shall be adjusted annually xn accordance with the percentage change in. the U.S. Department of Comm=e Coffer Price. Index (CPI_L for all Urban Consumers as reported by the U.S. Bureau of Labor Statistics and shall be based upon the CPI-U computation at December 31 of the precious year.. 5. ACCEPTANCE OF CONDITIONS BY CONTRACTOR CONTRACTOR has, and shall ma ntA throughout the term of this Agreement, s appropriate licenses. Proof of such licenses and approvals shall be submitted to the COUNTY upon execution of this agmement. Plantation Key GOverm ent Center WV TTP Agreement November 2010. 6. FINANCL4iL RECORDS of CONTRACTOR CONTRACTOR - shah ma intern all books, records,. and do um etas ,�lirectl rtinent to performance under this Agreement 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 terns of the Agreement and for four years following the term mat on of this Agmement. If an auditor employed by the COUNTY or Clerk detemnines that monies paid to CONTRACTOR ACTC pursuant to this Agmement were spent for purposes not authorized p p by this Agreement, the CONTRACTOR shall repay the monies together with interest calculated pursuant to Sec. 55.0-, F , running from the date the monies were paid to CONTRACTOR. 7, PUBLIC ACCESS The COUNTY and CON TRACTOR shall allow and permit reasonable access to, and inspection of, all documents, papers, letters or other materials in its possession or under its control subject to the provisions of Chapter 119, Florida Statutes, and made or received by the COUNTYand CONTRACTOR in con,unction. with this Agreement; and the CONY shall have the right to lately cancel this Agr�ent upon violation o f this rovis 'on by p p CO1�TAC'i'I�R. g. HOLD HARMILESS AND INSURANCE Notvrit tarrding any minimum insurance requirements prescribed elsewhere in this agreement, Contractor shall defend, indemnify and held the COUNTY and the COUNTY's elected and appointed officers and employees harmless from and against (i) any clams, actions or causes of action, (ii) any litigation, adrn strati proceedings, appellate proceedin S or other proceedings relating to any type of Mi (including death), loss, damage, fine, penalty or business intarmption,. and (M') any costs or expenses that may be asserted against, initiated with respect to, or sustained by, . any indemnified party by rein of, or in cormection 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 n * scon uct of CONTRACTOR or any of its employees, agents, sob -contractors or other- invitees, or (C) CONTI ACTOM default. in respect of any of the obligations that it undertakes under the terms Of this AGREEMENT, except to the extent the claims, actions causes of action,litigation, proceedings, costs or expenses arise from the intentional or sole negligent: acts or negligent acts in part or omissions of the COUNTY or any of its employees, a g ents contractors or invitees (other than CONTRACTOR). Insofar as the chums, actions, causes of action, litigation, g n, proceedings, costs or expenses relate to events or circa L ces that occur during the term of this AGREEMENT, this section will survive the expi ti -on of the term of this AGREEAGREENffiNT or an earlier tei-i'niation of this AGREEMENT. Prior to execution of this agreement, CONTRACTOR shall famish the COUNTY C erti f icatcs of Insurance indicating the nrinimurn coverage limitations in the following arnounts: . g WORKER'S COMPENSATION AND -EMPLOYER"S LIABILTIY INSURANCE: Where applicable, orker"s compensation coverage to apply for all employees at ninunam Statutory limit as required by Florida Law, and Employee's Liability coverage in the araomt of S 000. 00 bodily ind my by accident, 5 bodily b y disease, dl cy limits, and P bodily in,�ury by disease, each employee. Plant9tion Key Govemmerd Center WWrP Agreement 6 November 2Q.10 COMPREHENSWE AUTOMOBILE VEHICLE LIABILITY INSURANCE- Motor vehicle liability msurance, including applicable no-fault coverage, with limits of liability Qf not less than 000.00 per occurrence, combined single limit for Bodily Injury Liability and Property Damage Liability. If single l t 1 is are provided, the rWmimurn acc ptab l e #s are , p per person, S300, 000. 00 per occurrence, and $50100 00 property damage. Coversg c shall include all owned vehicles,, all non -owned vehicles, and all hired vehicles. COMNMRCIAL GENERAL LIA,B ILITY: Commercial general liability coverage with limits of liability of not less thaln( QQQ. 00 per occurrence combined. single limit for Bodily Injury Liability and Property Damage Liability. POLLUTION LIABILITY -- The minimum limits of liability shall be: $500,000 per Occurrence combined single 1=`Y $1, 000,000 Aggregate ONROE COUNTY BOARD OF COUNTY CO IO RS MUST B - AMED AS 'INSURED ONALL POLICIES EXCEPT WORKER'S COMPENSA TI'O . CERTIFICATES OF INSURANCE. Original Certificates of Insurance shall be provide to the 'BOUNTY 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 day s a written notice shall be provided to the COUNTY before an o l i c r coverage a is canceled or � � � o� restricted. The underwriter of such insurance shall be qualified to do business in the State of Florida. If requested by the County Administrator, the insurance coverage shall be primary insurance with.respect to the COUNTY, its officials, employees, agents and volunteers. 9. Nol-- AI ER of MIT TY Notwithstanding theprovisions of Sec. 768.28, Florida Statutes the participation of COUNTY and CONTRACTOR in this Agreement and the acquisition of any commercial liability ' ce coverage, self- uurance coverage, or local govenzment liability insurance pool coverage shall not be deemed a Waiver of unity to the extent of liability coverage, nor Shall anyAgreement entered ' g ered into by the COUNTY be required to contain any provision for waiver, 10. INDEPENDENT Co NTRACT43 At all times and for all -purposes under this agreement CONTRACTOR is an independent contractor and not an employee of the Board of COUNTY Conrmissioners. of Monroe COUNTY. No statement contained in this agreement shall be construed so as to f nd CONTRACTOR or any of his -employees, subs, servants, or agents to be employees of the Board of COUNTY Commissioners of Monroe COUNTY, 11.ZiONDISCMMINATION CONTRACTOR agrees that there will be no disc nation age nst any person, and it is expressly understood that upon, a determination by a court of competent jurisdiction that discru'in nation has occurred, this AgreeMent automatically terminates without any further action on the part of any party, effective the date of the court order. CONTRACTOR agrces to comply Py with all Federal and Florida statutes, and all local ordinances, as applicable, relating to nondiscrimination,. These include but are not limited to: 1 ? Title V1 of the Civil Rights Act of 1964 (PL 88-352) which prohibits discrimination on the basis of race, color or national origin-- 2 . Plantation Key Government Center VVVs TP Agreement 7 November 201 Q Title a of the. Education Amendment of 1972, as aniended (20 USC ss. 1681- l 6 83, . and 168 5-- 1 ), 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 discr'unmation on the basis of handicaps; 4) The Age Discr%rnination Act of 1975, as amended (42 USC ss. 6101 w6107 which prohibits d i scrinunation on the b asla s of age; 5) The Drug Abuse Office and Treatment Act of 1972 (PL 9 55), as amended, relating to nondiscriminaticn on the basis of drug abu e• 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; ?j The Public Hcalth Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd-3 and 290cc -3), as amended, relating to confidentiality of alcohol and drag abuse patient records; 8. Title VIII of the Civil. Rights Act of 1965 (42 USC s. et seq.), as amended, relating to nondiscrbnination in the sale, rental. or financing of housing; 9) The Americans with DisabMies Act. of 1990 (42 USC s. 1201 N ote), as maybe amended from tine' to time, relating to nondisen' ina#ion on the basis of disability; 10) Any other nondiscrimination provisions inn. any Feder or state statutes which may apply to COUNTY and CONTRACTOR to, or the subject matter of,, this Agreement. 12, A SIO�W 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 ofMonroe County and CONTRACTOR, which approval shall be subject to such conditions acid provisions as the. Board may deem necessary. This paragraph Shall be incorporated by reference into any assignment or subcontract and any assiggee or sub shall eoMply 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. 134. COMMLIANCE WITH LAW AND LICENSE REQUIREMENTS. In prIoviding all services/goods pursuant to this agreement, CONTRACTOR shall abide. by all laws of the Federal artd State. government, or+dm" ances, rules and regulations ertaini ng to, .. P or regulating the provisions of, such services, including those now in effect and hereinafter adopted. COnapliance with all laws includes, but ia. not linr ted to, the i�gration lames of the Federal and Mate goverment. 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. COFACTOR shall possess proper licenses to perform work in accordance with these specifications throughout the term of this Agreement. 14, DISCLOSURE AND CONFLICT of INTEREST CONTRACTOR, repmsents that it, its directors, principles and employees, presently . have no interest and shall acquire no intemst, either direct or indirect, which would comet in any lno=er with the performance of ' services required by this contrast, as provided in Sect. 1.12.311. et. scq., 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 debated in Section 112.313, Florida Statutes, regarding, but not Ihnited. to, solicitation or acceptance of gifts;- doing business with one's agency; unauthorized prized compensation; misme of public position, conflicting employment or contractual relationship?. and disclosure or use of certain information. Plantaon Key Government Center WVVTP A,gmeme 1t 8 November 2-M COUNTY and CONTRACTOR- warrant that, in respect to itself, it has- ncither 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 th$n. a bona fide empinyec working solely far it, any fee, commission, percentage, get, 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, gib or consideration. 15. 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 db ligati tin .or indebtedness that would impair its ability to fulfill the terms -of this contract. 16. NOTICE RE U MENT Any notice required or permitted under this agreement shall be uY writing and hand delivered or mailed, postage prepaid, to the other party by certified nail, returned recei p t requested, to the .following: FOR COUNTY: FOIE CONTRACTOR: More County Facilities Maintenance Department 3583 South Roosevelt Boulevard Ivey West, FL. 33040 and Monroe County Attorney Post Office Box 1026 Key West, FL, 3 3 041-102.6 U- S. Water Services Corporation ATTN: 4939 Cross Bayou Boulevad New PortRichey, FL 34652 17, TAXES COL NTY is exempt from payment of Florida State Sales and Use taxes. 16 CONTRACTOR shall not be exempted by virtue of the COUNTY' S exemption from Ing sales tax to its suppliers for materials used to fulfill its obligations under this contract, nor is CONTRACTOR authorized to use the COUN` Y'S Tax Exemption Number in -securing such materials. CONTRACTOR -shall be responsible for any and all taxes, or a. erits of p � withholding, related to services rendered under this agr ment. 18. TERMTi1TATION A. The COUNTY may terminate this. Agreement with or without cause prior to the commencement of work. B. The COUNTY or CONTRACTOR. may terminate this ;Agreement for cause with seven (7) days- notice to CONTRACTOR. Cause shall constitute a breach of the obligations of either party to perform the obligations enumerated -under this Agreement. Plantation Key Gowemrmnt Witter DTP Agreement November 201ID C. Either of the pie hereto may cancel this agreement Without cause by giving the other party sixty (60) days written notice of its intention to do so with neither party hav' - any further obligation under the term s of the contract upon terr -'nation. I-90 GOVERNING LAW9 VEpf TE I TERPRETATIO COSTS, AND FEES This Agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to Agreements nude and to be performed entirely in the State. In the event that any cause- of action. or administrative proceeding is instituted for the enforcement or interpretation of this Agreement, the COUNTY and CONTRACTORagrec that venue will Lie .in the appropriate court or before the appropriate admmistra6ve body in Monroe County, Florida. 20, MEDL4TIQ1 The COUNTY and. CONTRACTOR agree that, in the event of conflicting interpretations of the terms or a terra of this Agreement by or between -any of 'them the issue shall be submitted to- mediation prior to the institution of any ether administrative or legal proceeding. Mediation initiated and conducted pursuant to this Agreement shall be in accordance With the Florida Rules of Civil Procedure and usual and customary procedures reuir+d by the circuit court of 11�Ivproe County. 21. SE ERARILI' ' If any terra, covenant, condition or pro visi�r� of this Agreement :(or the application thereof to any circumstance or person) shall be declared invalid or unenforceable to any extent by acourt of competent jurisdiction,. the rema *ning terms, covenants, conditions and provisions Of this Agreement, shall not be affected thereby; and each ren ning term, covenant, condition and provision of this Agreement shall be valid and shall be enforceable to the Ulest extent emitted by law unless the enforcement of the rcmauung terms, coverts, con ' ons and provisions of fl i s Agreement Would prevent the. accomplishment of the on ' nal intent of this Agreement. The COUNTY and CONTRACTOR agree to reform the Agreement to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken. provision. 22. ATTORNEVS FEES AND COSTS OLNT ' and CONTRACTOR agree that in the event any cause of action or administrative p eeding is initiated or defended by any parlor relative to the enforcement or interpretation of this. Agreement, the prevailing party shall he entitled to reasonable attome ' s fees and attomey's fees, in appellate proceedings. Each party agrees to pay its own court costs, investigative, and out-of-pocket expenses Whether it is the ailing p or not through 1rev levels of the court system. 21 ARJ.U.DICATTON of DISPUTES OR III _ A REEMEIVT S COUNTYand CONTRACTOR agree that all disputes and disagreements shall be attempted to he resolved by meet and confer sessions between representatives of COUNTY and CONTRACTOR. If -no resolution can be agreed upon within 30 days after the fit meet andconfer session, the issue or issues shall be discussed at a public meeting of the Board of 'County Cornnussioners. If the issue or issues are still not resolved to the satisfaction of COUNTY and Plantation Key-Govemment Gear VVWTP Atgmement 10 November 2010 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. 24, COOPERATION In the event any administrative or legal proceeding is instituted anst either a. p y relating- to the formation, execution,. performance, or breach of this Agreement, COUNTY and iCONTRACTOR agree to -participate, to the extent required by the other party, in all proceedings, hearings, presses, meetings, and otheractivities 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. 25, BINDING Eli FELT The terms, covenants, conditior8, and provisions of -this Agreement shall bind and inure to the benefit of COUNTY and CONTRACTOR and their respective legal representatives, successors, and assigns. 26, AUTHORITY Each party represents and warrants to the ether that the execution, delivery and perfonnance of this Agreement have. been duly authorized, by all necessary COUNTY and eorporate action, as required by law. 27, FOR FEDERAL OR STATE AID CONTRACTOR and COUNTY .agree that each shall be, and is, empowered to apply for,. seek, and obtarti federal and state funds to further the purpose of this Agreement; provided that all applications, requests, ant proposals # and funding solicitations shall be approved by each party prior to submissi on. 284 E . AND IMMUNIMES .All of the pfvileges and irrurnurdties from liability, exemptions from lags, 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 ernplayees of the COUNTY, when performing their respective functions under this Agreement witWn the tutorial limits of the COUNTY shall apply to the same degree and extent to the erforrnance of . p such nctiors and duties. of such officers, agents, volunteers, or employees outside the territorial limits of the COLNTY. 29, LEGAL OBLIGATIONS AND RESPONSIBILITIES This Agreement is not intended to, nor shall -it be congmed as,. relieving any participating entity from any obligation or responsibility imposed upon the entity by lava except to the extent of Meal and timely performance thereof by any participating entity, in which case the performance may be offered in satisfaction of the obligations or responsibility. Further, this Agreement is not intended to, nor shall it be construed as,, authorising 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. Plantatlgn Key Govemment Center'VTP Agreement 11 Nove-Mber 2010 30.NON-RELIANCE BY NON-PARTIES No person or entity shall be entitled to rely upon the teens, or any of than, of this Agreement to enforce or attempt to enforce any third -party clafin or entitlement to or benefit of any service or program contemplated hereunder, and the CO-UNTY and the CONTRA TOR agree that neither the. COL NTY nor the CON1'RACTOR or any agent, officer, or employee of either shall have the authority to in f ore, counsel, or otherwise indicate that any particular vidual 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. �. ATTETATroS CONTRACTOR agrees to execute such documents as the COLTNTY may reasonably require, to include a public Entity CnMe Swenwnt an Ethics Statement, and a Drug -Free workplace Statement.. 32. No PERSONAL LUBILITY No covenant or agreement corxtamned hexer 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 p=onal liability or accountability by reason of the execution of this Agreement. 33, EXECUTION IN COUNTS This Agreement may be executed in any number of counterparts, each of which shall be regarded as an origiiral, all of which taken together shall constitute one -and the sane 'instrument and any of COUNTY and. CONTRACTOR hereto may execute this Agreement by signing any such counterpart, 34. SECTION HEADLITO 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 aryl provision of this Agreement. 35. PUBLIC ENTITY GRIM INFORMATION STATEMENT "A person or affiIiate who has been placed on the convicted vendor list following a conviction for a pull i c entity crime may not submit a bid on a. contract to provide any goods or NMI= to a public entity, may not submit a bid on a contract with a public: entity for the const ction or repair of a public building or public work, may not submit bids on leases of red property to a ,public entity, may not be awarded or pe onn work as a Construction Manager, supplier, subconu=tor, or consultant under a contract with any public entity, and may not tr=act bosiess with any public entity in excess of the threshold amount provides in Section 287.017, for.CATEGORY TWO for a period of 36 months from the date of being placed on -the convicted vendor list." 36. MUTUAL REVIEW This agreement has been carefully reviewed by Contractor and the County therefore, this agreement is not to be construed against either party on the basis ofauthorship F Plantation Key Gavemment Center WVVTP Agreement 12 Novcmber 2010 370 PiCORPORATION OF ` D DOCUMNTS The terms and -conditions of the bid documents are incorporated by reference in this contract agreement. 3#I. ANNUAL APPROPRIATION The C ounty" s perfc rm ance and obligation to pay under tb i s agreement is contingent upon an annual appropriation by the Board of County Commissioners, hi the event that the Count} funds on which this Agreement is dependent are withdrawn, this Agreement is terminated and the County has no Rrtber obligation under the tee of this Agreement to the Contractor beyond that already incurred by the termination date. IIN WITNESS WHEREOF, COUNTY and CONTRA TOF, hereto have executed this Agreement on the days and date fiat written above 1 four (4) counted , each of which shall, r accounting for the other counterparts, be deemed an originaj contract. . RLHAGE, CLERK Date: Witnesses for CONTRACTOR. - December 1, 2010 A December 1, 2010 Date BOARD. OF COLU#4TY COMMISSIONERS OF MONR . COUNTY, F'L€ IDA By; AiaydLifeather carrathers Date: 1— I q — I I 'CATER SERVICES CORPORATION L Signatme of person authorized to legally{ bind Corporation Date: December 1, 2010 David D. Schultz, Vice President Print Name Address: 4939 Crass Bayou Boulevard, NPR. Telephone Number fo; J s ; k �..� � COUNTY OVER AS R ;; , Ul 1-Y ski!' " y Plantation Key Govemment Center VV0V7P A9rmmnt 13 November 2010