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Item C28BOARD OF COUNTY COMMISSIONERS C ounty of M onroe A(I Mayor George Neugent, District 2 T he Fl orida Keys 4� �� m Mayor Pro Tem David Rice, District 4 l Danny L. Kolhage, District I „ Y „; ° W Heather Carruthers, District 3 Sylvia J. Murphy, District 5 County Commission Meeting June 21, 2017 Agenda Item Number: C28 Agenda Item Summary #3079 BULK ITEM: Yes DEPARTMENT: Project Management / Facilities TIME APPROXIMATE: STAFF CONTACT: Alice Steryou (305) 292 -4549 None AGENDA ITEM WORDING: Approval of third amendment to the maintenance agreement with Black Fire Protection, Inc. for "Full Maintenance — Fire Protection Systems” to provide an address change to the notice requirement and revise the non - discrimination language in the original agreement to reflect current statutory requirements. ITEM BACKGROUND: The contractor has submitted a revised W -9 to change the business address in the notice requirement of the original agreement. The non - discrimination language in paragraph 13 of the original Agreement is being revised pursuant to current applicable laws. PREVIOUS RELEVANT BOCC ACTION: On May 15, 2013, BOCC approved to advertise for bids for the inspection, testing, maintenance, and repair of Fire Protection Systems. On December 11, 2013, the BOCC approved a two (2) year bid award agreement which provides for three (3) - one (1) year renewal agreements. On November 17, 2015, the BOCC approved a First Amendment Renewal Agreement with Black Fire Protection, Inc. On January 20, 2016, the BOCC approved a Second Amendment Agreement to correct a scrivener's error as to the yearly cost. On December 14, 2016, the BOCC approved the second renewal amendment agreement revising the repairs hourly rates and payment amounts, extending the term to December 10, 2017, and revised the public records language. CONTRACT /AGREEMENT CHANGES: Make changes to Notice Requirements and revise the non - discrimination language of the December 11, 2013 Agreement. STAFF RECOMMENDATION: Approval as stated DOCUMENTATION: Black Fire 062117 Third Amendment Agreement (legal stamped and executed 6 13 17) 121113 — Item C- 2 Executed Bid Award Agreement — BlackFire 111715 Executed 1 st Renewal BlackFire Item F -24 012016 2nd Amendment Executed Item C -13 BIackFire Scri verner's error 121416 Fire fire protection 2nd renewal _Executed C -1 053117 N EW M i nfo nevvAddress B I ackFi re FINANCIAL IMPACT: Effective Date: December 11, 2016 Expiration Date: December 10, 2017 Total Dollar Value of Contract: N/A Total Cost to County: N/A Current Year Portion: N/A Budgeted: Yes Source of Funds: Ad Valorem and 304 Capital CPI: Yes Indirect Costs: N/A Estimated Ongoing Costs Not Included in above dollar amounts: N/A Revenue Producing: No Grant: No County Match: No Insurance Required: Yes Additional Details: If yes, amount: N/A 12/14/16 001 -20501 12/14/16 101 -20505 12/14/16 304 -26000 CP0703- 560620 Total: FACILITIES MAINTENANCE CORRECTION FACILITIES PUBLIC SAFETY CAP PROJ REVIEWED BY: Kevin Wilson Patricia Eables William DeSantis Budget and Finance Maria Slavik Kathy Peters Board of County Commissioners Completed Completed Completed Completed Completed Completed Pending $0.00 $0.00 $0.00 $0.00 06/06/2017 10:02 AM 06/06/2017 10:59 AM 06/07/2017 7:07 AM 06/07/2017 8:33 AM 06/07/2017 8:42 AM 06/07/2017 8:54 AM 06/21/2017 9:00 AM Full Maintenance Program Fire Protection Systems THIRD AMENDMENT AGREEMENT FULL MAINTENANCE PROGRAM — FIRE PROTECTION SYSTEMS MONROE COUNTY, FLORIDA THIS hereinafter "Third Amendment Agreement" is made and entered into this 21st day of June, 2017, 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 BLACK FIRE PROTECTION, INC. ( "CONTRACTOR "), a Florida corporation, whose address is 1014 SW 10 Street, Ft. Lauderdale, Florida 33315. WHEREAS, the parties hereto did on December 11, 2013, enter into an agreement for inspection, testing, maintenance, and repairs per NFPA 25 for fire protection systems, including associated piping and equipment, located in Monroe County (hereinafter "Original Agreement "); and WHEREAS, on November 17, 2015, the BOCC approved the First Renewal Amendment Agreement; and; WHEREAS, on January 20, 2016, the BOCC approved correction of a minor scrivener's error in a Second Amendment Agreement; and; WHEREAS, on December 14, 2016, the BOCC approved a Second Renewal Amendment Agreement; and; WHEREAS, the Contractor has a new business address and the Original Agreement, as amended, shall be revised to reflect the new business address; and WHEREAS, County desires to revise language in paragraph I3, Nondiscrimination, of the Original Agreement in accordance with all current applicable laws; and WHEREAS, Contractor agrees and consents to such revisions in its Original Agreement; and WHEREAS, the parties find it mutually beneficial to amend its Original Agreement as to the Contractor's new business address and the revised language for Nondiscrimination compliance; and NOW THEREFORE, IN CONSIDERATION of the mutual promises and covenants set forth below, the parties agree as follows: 1. In accordance with Paragraph 18: NOTICE REQUIREMENT of the Original Agreement shall be revised as follows: FOR COUNTY Monroe County Facilities Maintenance Department 1100 Simonton Street, Room 2 -216 Key West, FL 33040 FOR CONTRACTOR Kirby Black Black Fire Protection, Inc. 1014 SW 19"' Street Ft. Lauderdale, FL 33315 Page 1 of 3 Full Maintenance Program - Fire Protection Systems 2. In accordance with paragraph 13, Nondiscrimination, of the Original Agreement, shall be revised as follows: 13. NONDISCRIMINATION. The parties 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. The parties 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 VII of the Civil Rights Act of 1964 (PL 88- 352), which prohibit discrimination in employment on the basis of race, color, religion, sex, and national origin; 2) Title IX of the Education Amendment of 1972, as amended (20 USC §§ 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 § 794), which prohibits discrimination on the basis of handicaps; 4) The Age Discrimination Act of 1975, as amended (42 USC §§ 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, §§ 523 and 527 (42 USC §§ 690dd -3 and 290ee -3), as amended, relating to confidentiality of alcohol and drug abuse patent records; 8) Title VIII of the Civil Rights Act of 1968 (42 USC §§ 3601 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 §§ 1201), as amended from time to time, relating to nondiscrimination in employment on the basis of disability; 10) Monroe County Code Chapter 13, Article VI, which prohibits discrimination on the basis of race, color, sex, religion, national origin, ancestry, sexual orientation, gender identity or expression, familial status or age; and 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. 3. Except as set forth in paragraphs 1 and 2 of this Third Amendment Agreement, in all other respects, the terms and conditions set forth in the Original Agreement, as amended, remain in full force and effect. (SEAL) Attest: KEVIN MADOK, CLERK By: Deputy Clerk Date: BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA t P Fult Maintenance Program R Fire Protection Systems THIRD AMENDM -ENT AiGREI_',MENT FULL MAINTENANCE PROGRAM — FIRE PROTECTION SYSTEMS MONROE COUNTY, FLORIDA THIS hereinafter "Third Amendment Agreement" is made and entered into this 21st day of June, 2017, 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 BLACK FIRE PROTECTION, INC. ( "CONTRACTOR "), a Florida corporation, whose address is 1014 SW 19`h Street, Ft. Lauderdale, Florida 33315. WHEREAS, the parties hereto did on December 11, 2013, enter into an agreement for inspection, testing, maintenance, and repairs per NFPA 25 for fire protection systems, including associated piping and equipment, located in Monroe County (hereinafter "Original Agreement "); and WHEREAS, on November 17, 2015, the BOCC approved the First Renewal Amendment Agreement; and; WHEREAS, on January 20, 2016, the BOCC approved correction of a minor scrivener's error in a Second Amendment Agreement; and; WHEREAS, on December 14, 2016, the, BOCC approved a Second Renewal Amendment Agreement; and; WHEREAS, the Contractor has a new business address and the Original Agreement, as amended, shall be revised to reflect the new business address; and WHEREAS, County desires to revise language in paragraph 13, Nondiscrimination, of the Original Agreement in accordance with all current applicable laws; and WHEREAS, Contractor agrees and consents to such revisions in its Original Agreement; and WHEREAS, the parties find it mutually beneficial to amend its Original Agreement as to the Contractor's new business address and the revised language for Nondiscrimination compliance; and NOW THEREFORE, IN CONSIDERATION. of the mutual promises and covenants set forth below, the parties agree as follows: 1. In accordance with Paragraph 18: NOTICE REQUIREMENT of the Original Agreement shall be revised as follows: FOR COUNTY: FOR CONTRACTOR Monroe County Kirby Black Facilities Maintenance Department Black Fire Protection, Inc. 1100 Simonton Street, Room 2 »216 1014 SW I 91 Street Key West, FL 33040 Ft. Lauderdale, FL 33315 Page 1 of 3 ruwi maintenance rrogram - rire Nrotection Nystems AGREEMENT FULL MAINTENANCE PROGRAM — FIRE PROTECTION SYSTEMS MONROE COUNTY, FLORIDA This (2) two year Agreement is made and entered into this 11 day of December, 2013, between MONROE COUNTY, FLORIDA ( "COUNTY "), a political subdivision of the State of Florida, whose address is 1100 Simonton Street, Key West, Florida 33040, and BLACK FIRE PROTECTION, INC ( "CONTRACTOR "), a Florida corporation, whose address is 3461 NW 75"' Terrace, Lauderhill, FL 33319. WHEREAS, COUNTY desires to have inspection, testing, maintenance and repairs per NFPA 25 for fire protection systems including associated piping and equipment located in Monroe County, and WHEREAS, CONTRACTOR desires and is able to provide inspection, testing, maintenance and repairs per NFPA 25 for fire protection systems including associated piping and equipment located in Monroe County; and WHEREAS, it serves a legitimate public purpose for CONTRACTOR to provide inspection, testing, maintenance and repairs per NFPA 25 for fire protection systems including associated piping and equipment located in Monroe County, now therefore, IN CONSIDERATION of the mutual promises and covenants contained (herein, it is agreed as follows: 1. THE AGREEMENT The Agreement consists of this document, the bid documents, exhibits, and any addenda only. 2. SCOPE OF THE WORK: A. The Contractor shall furnish all labor, materials, equipment, tools, transportation, services, and incidentals, and perform all the work necessary per the latest edition of NFPA 25 for the fire suppression sprinkler systems including associated piping and equipment in compliance with this agreement and the Local Authority Having Jurisdiction. B. Provide a complete program including inspection, testing, maintenance and repairs in accordance with all guidelines issued per the latest edition of NFPA 251 for the fire suppression sprinkler systems including associated piping and equipment at the facilities listed in Paragraph 5.1) below: 1. Total Service Coverage. Contractor is to provide all parts, labor and transportation required to provide for the inspection, testing, maintenance Page 1 of 15 r-uii maintenance Program - rire Protection systems and repairs per NFPA 25 and schedules as well as keeping the equipment in proper operating condition to protect against unpredictable repair expenditures as well as ensure reliability and efficiency. Repairs shall be based on the fee schedule rates for labor and materials as outlined in this Agreement. The Contractor shall document each on -site service call and furnish the owner with a copy showing time in and out, date and a brief description of activity. Work orders for on -site system preventative maintenance will list the inspection date, individual to report to, equipment identification, equipment location, work to be performed, and any special instructions. All documentation shall be submitted by the Contractor to the Owner's representative on site and a copy with the Contractor's invoice for payment. 2. 24 -Hour Emergency Service - 7 days a week: Technicians to respond twenty -four hours a day, seven days a week to ensure proper) and reliable operation of systems as designated for the facilities listed in Paragraph 5.D below. In the event of an operational failure, emergency response time shall be no greater than eight (8) hours from County notification to be on site. 3. Additional Services: The Contractor shall include written findings, corrective actions, and recommendations within the Quarterly Inspection Reports. Whenever permitting and/or engineering services are required for repairs/replacements, the Contractor shall submit to the , County the Contractor's actual certified documented costs for such services and shall invoice the County for reimbursement of only such costs. 3. QUALITY ASSURANCE PROGRAM The Contractor shall meet the Owner on a semi - annual basis to evaluate system performance and Owner's satisfaction with the quality of service that is being provided. Contractor is to schedule a meeting with the Owner at the beginning of the contract year and an update meeting six months into the contract year with the following being part of the agenda. Contractor shall compile and submit to the Owner for approval, all maintenance, testing criteria and procedures for all covered systems and equipment as required by NFPA and recommended by the Manufacturer. The testing and maintenance criteria and procedures shall be formatted under major headings of which is then to be incorporated into a bar /Gnatt chart schedule utilizing Microsoft Scheduler or equal, l ishowing the I Page 2 of 15 run maintenance Program - i-ire Protection bystems Contractor's scheduled site visits and the tasks to be accomplished in order to complete the contract's scope. 4. REPAIRS A. Repairs for normal working hours between 8:00 a.m. and 5:00 p.m. Monday through Friday, excluding holidays, shall be $100.00 per hour for technician and shall be $175.00 per hour for technician and helper. B. Emergency service calls after hours stated above, including holidays, shall be $150.00 per hour for technician and shall be $262.00 per hour for technician and helper. C. The cost of parts (excluding freight and sales tax) shall be the manufacturers cost plus 15 %. Freight, engineering, permits, equipment and sales tax will be reimbursed at the amount charged only. The manufacturer's invoice must accompany all requests for payment for any part, which exceeds $500.00, and may be requested at the discretion of the Director, Public Works Facilities Maintenance, or his designee, for any part, regardless of the cost. Freight invoices over $500.00 must accompany all orders that require shipping or transportation of parts whether the part is under warranty or not, and may be requested at the discretion of the Director, Public Works Facilities Maintenance, or his designee, for any freight charge, regardless of the cost associated therewith. 5. PAYMENTS TO CONTRACTOR A. COUNTY'S performance and obligation to pay under this agreement, is contingent upon annual appropriation by the Board of County Commissioners. B. COUNTY shall pay in accordance with the Florida Local Government Prompt Payment Act. Invoices for scheduled testing will be paid on a quarterly schedule in arrears. Payment will be made after completion of scheduled testing and upon submission of a proper invoice by CONTRACTOR. Payment for repairs will be made after acceptable completion of the repairs and upon submission' of a proper invoice by CONTRACTOR. C. CONTRACTOR shall submit to COUNTY invoices with supporting documentation acceptable to the Clerk, at completion of the work/repair by the CONTRACTOR and approval by an appropriate COUNTY representative. Acceptability to', the Clerk is based on generally accepted accounting principles and such laws, rules and regulations as may govern the Clerk's disbursal of funds. D. The following buildings will require: One Annual Inspection and flow test of the Fire Pump and (3) Three Quarterly fire sprinkler system inspections and testing per the latest edition of NFP 25: Page 3 of 15 run maintenance Program - rire Protection systems Monroe County Detention Center 5501 College Road $1.400.00 cost/yr. Key West, FL 33040 Harvey Government Center 1200 Truman Avenue $1,200.00 ` ost/yr. Key West, FL 33040 Lester Building Monroe County Courthouse Amex/Old Jail (TESTING SCHEDULED AROUND COURT HEARINGS) Marathon Government Annex 530 Whitehead Street Key West, FL 33040 502 Whitehead Street Key West, FL 33040 490 63r Street, Ocean Marathon, FL 33050 $1,400.00 Cost/yr. 1,400.00 cost/yr. 1200.00 cost/yr. Plantation Key, Jail 53 High Point Road $1,200.00 cost/yr. Tavernier, FL 33070 Marathon Jail 3981 Ocean Terrace $1,200.00 cost/yr. Marathon, FL 33050 The following buildings will require (1) One Annual Inspection and (3) Three Quarterly fire sprinkler system inspections and testing per the latest edition of NFPA 25: Monroe County Main Courthouse 500 Whitehead Street $1,000.00 cost/yr. Key West, FL 33040 Monroe County Sheriff 5525 College Road $800.00 cost/yr Administration Bldg. Key West, FL 33040 Dept. of Juvenile Justice Building 5503 College Road 1,400.00 cost/yr Key West, FL 33040 Bayshore Manor 5200 College Road $600.00 cost/yr. Key West, FL 33040 Freeman Justice Bldg. 302 Fleming Street 1,000.09 cost/yr. Key West, FL 33040 Murray Nelson Government Center 102050 Overseas Highway $1000.00 cost.yr. Key Largo, FL 33037 Conch Key Fire Station 10 Conch Av. $800.00 cost/yr. Conch Key, FL 33050 Page 4 of 15 run maintenance Program - rire Protection Systems Big Pine Fire Station 390 Key Deer Blvd. $800 cost/�r. Big Pine Key, FL 33043 Stock Island Fire Station 6180 2n Av. $800.00 coq/yr. Stock Island, FL 33040 WHEN PERFORMING ANNUAL INSPECTIONS FOR SOME MONROE COUNTY FACILITIES, PRIMARILY THE COURTHOUSES, IT MAYBE NECESSARY TO SCHEDULE INSPECTIONS BEFORE OFAFTER NORMAL BUSINESS HOURS. The total quarterly service amount of contract shall be Four Thousand Three Hundred Dollars ($4,300.00) for an annual amount of Seventeen Thousand Two Hun ddred Dollars ($17,200.00). Total Compensation to CONTRACTOR for additional service's and repairs under this Agreement shall not exceed $250,000.00 unless pre- approved emergency work requiring additional funds is implemented. Contractor shall submit all invoices with the Application for Payment form attached There shall be no additional charges to the Owner for travel, mileage, meals, or lodging. 6. TERM OF AGREEMENT This (2) two year Agreement shall commence on December 11, 2013, and ends upon December 10, 2015, unless terminated earlier under paragraph 20 of this Agreement. The COUNTY shall have the option to renew this Agreement for up to an additional three (3) one -year periods at terms and conditions mutually agreeable to the parties, exercisable upon written notice given at least 30 days prior to the end of the, initial term. Unless the context clearly indicates otherwise, references to the "term" of this Agreement shall mean the initial term of two (2) years. The Contract amount may be adjusted annually in accordance with the percentage change in the U.S. Department of Commerce Consumer Price Index (CPI -U) for all Urban Consumers as reported by the U.S. Bureau of Labor Statistics and shall be based upon the CPI -U annualized computation at December 31 of the previous year. 7. ACCEPTANCE OF CONDITIONS BY CONTRACTOR CONTRACTOR has, and shall maintain throughout the term of this Agreement, appropriate licenses. Proof of such licenses and approvals shall be subt!nitted to the COUNTY upon request. 8. FINANCIAL RECORDS OF CONTRACTOR CONTRACTOR shall maintain all books, records, and documents directly pertinent to performance under this Agreement in accordance with generally accepted accounting principles consistently applied. Each party to this Agreement or their authorized representatives shall have reasonable and timely access to such records of each other party to this Agreement for public records purposes during the term of the Agreement and Page 5 of 15 run maintenance Program - rire Protection z)ystems for four years following the termination of this Agreement. If an auditor employed by the COUNTY or Clerk determines that monies paid to CONTRACTOR pursuant to this Agreement were spent for purposes not authorized by this Agreement, the CONTRACTOR shall repay the monies together with interest calculated pursuant to Sec. 55.03, FS, running from the date the monies were paid to CONTRACTOR. 9. PUBLIC ACCESS Pursuant to Florida Statute §119.0701, Contractor and its subcontractors shall comply with all public records laws of the State of Florida, including but not limited to: A. Keep and maintain public records that ordinarily and necessarily would be required by Monroe County in the performance of this Agreement. B. Provide the public with access to public records on the same terms and conditions that Monroe County would provide the records and at a cost that does not exceed the cost provided in Florida Statutes, Chapter 119 or as otherwise provided by law. C. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law. D. Meet all requirements for retaining public records and transfer, at no cost, to Monroe County all public records in possession of the contractor upon termination of this Agreement and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. All records stored electronically must be provided to Monroe County in a format that is compatible with the information technology systems of Monroe County. 10. HOLD HARMLESS, INSURANCE AND LIMITATION OF LIABILITY Notwithstanding any minimum insurance requirements prescribed elsewhere in this agreement, Contractor shall defend, indemnify and hold the COUNTY and the COUNTY's elected and appointed officers and employees harmless from and against (i) any third -party claims, actions or causes of action, (ii) any litigation, administrative proceedings, appellate proceedings, or other proceedings relating to any type of injury (including death), loss, damage, fine, penalty or business interruption, and (iii) any reasonable costs or expenses that may be asserted against, initiated with respect to, or sustained by, any indemnified parry by reason of, or in connection with, (A) any activity of CONTRACTOR or any of its employees, agents, sub - contractors or other invitees during the term of this AGREEMENT, (B) the negligence or willful misconduct of CONTRACTOR or any of its employees, agents, sub - contractors or other invitees, or (C) CONTRACTOR's default in respect of any of the obligations that it undertakes under the terms of this AGREEMENT, except to the extent the claims, actions, causes of action, litigation, proceedings, costs or expenses arise from the intentional or sole egligent acts or omissions of the COUNTY or any of its employees, agents, contracto s or invitees (other than CONTRACTOR). Insofar as the claims, actions, causes of action, litigation, proceedings, costs or expenses relate to events or circumstances that occutr during the Page 6 of 15 Fun maintenance Program - Fire Protection systems term of this AGREEMENT, this section will survive the expiration of the term of this AGREEMENT or any earlier termination of this AGREEMENT. The extent of liability is in no way limited to, reduced, or lessened by the insurance requirements contained elsewhere within this agreement. Failure of CONTRACTOR to comply with the requirements of this section shall be cause for immediate termination of this agreement. Prior to execution of this agreement, CONTRACTOR shall furnish the COUNTY Certificates of Insurance indicating the minimum coverage limitations in the following amounts: WORKERS COMPENSATION AND EMPLOYER'S LIABILITY INSURANCE. Where applicable, coverage to apply for all employees at a minimum statutory limits as required by Florida Law, and Employer's Liability coverage in the amount of $ 100.000.00 bodily injury by accident, $ 500,000.0 bodily injury by disease, policy limits, and $ 100,000.0 bodily injury by disease, each employee. COMMERCIAL AUTOMOBILE VEHICLE LIABILITY INSURANCE. Motor vehicle liability insurance, including applicable no -fault coverage, with limits of liability of not less than $100,000.00 per aggregate occurrence, combined single limit for Bodily Injury Liability and Property Damage Liability. Coverage shall include all owned vehicles, all non -owned vehicles, and all hired vehicles. If single limits are provided, the minimum acceptable limits are $ 100,000.00 per person, $ 300,000.00 per occurrence, and $ 50,000.00 property damage. Coverage shall include all owned vehicles, all non -owned vehicles, and all hired vehicles. COMMERCIAL GENERAL LIABILITY. Commercial general liability coverage with limits of liability of not less than $300, 000.00 per aggregate occurrence combined single limit for Bodily Injury Liability and Property Damage Liability. If single limits are provided, the minimum acceptable limits are $ 100.000.00 per person, $ 300,000.00 per occurrence, and $ 50,000.00 property damage. MONROE COUNTY BOARD OF COUNTY COMMISSIONERS MUST BE NAMED ADDITIONAL INSURED - ADD RIDER #1- WITH RESPECT TO L1ABILI7'Y ARISING OUT OF OPERATIONS PREFORMED FOR THEM, BY OR ON BEHALF OF CONTRACTOR, BUT ONLY TO THE EXTENT OF DAMAGES CAUSEp BY THE CONTRACTOR'S NEGLIGENCE ON ALL LLABILITY POLICIES EXCEPT 'WORKER'S COMPENSATION AND EMPLOYER'S LLABILITY. CERTIFICATES OF INSURANCE: Original Certificates of Insurance shall be provided to the COUNTY at the time of execution of this Agreement and certified copies provided', if requested. Each policy certificate shall be endorsed with a provision that not less than thirty (30) calendar days' written notice shall be provided to the COUNTY before any policy or coverage is canceled or restricted. The underwriter of such insurance shall be qualified to do business the State of Florida. If requested by the County Administrator, the insurance coverage shall be primary insurance with respect to the COUNTY and its officials - ADD RIDER #3- except to the extent any loss, claim or action is caused by the negligence of one or more of the additional insured. Page 7 of 15 run maintenance Program - rire Protection Systems NEITHER PARTY SHALL UNDER ANY CIRCUMSTANCES OR THEORY BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROIFITS, LOST SAVINGS OR LOSS OF GOOD WILL) SUFFERED OR INCURRED IN CONNECTION WITH PERFORMANCE OR NON - PERFORMANCE UNDER THIS AGREEMENT, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AMOUNT OF EACH PARTY'S LIABILITY TO THE OTHER PARTY UNDER THIS AGREEMENT WILL BE CAPPED AT AND UNDER NO CIRCUMSTANCES WILL EXCEED $250,000. 11. NON - WAIVER OF IMMUNITY Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the participation of COUNTY and CONTRACTOR in this Agreement and the acquisition of any commercial liability insurance coverage, self-insurance coverage, or local government liability insurance pool coverage shall not be deemed a waiver of immunity to the extent of liability coverage, nor shall any Agreement entered into by the COUNTY b,b required to contain any provision for waiver. 12. INDEPENDENT CONTRACTOR At all times and for all purposes under this agreement CONTRACTOR is an', independent contractor and not an employee of the Board of County Commissioners of Monroe County. No statement contained in this agreement shall be construed so as to find CONTRACTOR or any of his employees, sub - contractors, servants, or agents to be employees of the Board of County Commissioners of Monroe County. 13. NONDISCRIMINATION CONTRACTOR agrees that there will be no discrimination against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred, this Agreement automatically terminates without any further action on the part of any parry, effective the date of the court order. CONTRACTOR agrees to comply with all Federal and Florida statutes, and all local ordinances, as applicable, relating to nondiscrimination. These include but are not limited to: 1) Title VI of the Civil Rights Act of 1964 (PL 88 -352) which prohibits discrimination on the basis of race, color or national origin; 2) Title IX of the Education Amendment of 1972, as amended (20 USC ss. 1681 -1683, and 1685- 1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended (20 USC s. 794), which prohibits discrimination on the basis of handicaps; 4 The Age Discrimination Act of 1975, as amended (42 USC ss. 6101 -6107) which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (PL 92 -255), as amended, relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91 -616), as amended, relating to nondiscrimination on the Page 8 of 15 run maintenance Program - Hre Protection systems 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. 121,01 Note), as maybe amended from time to time, relating to nondiscrimination on the basis of disability; 10) Any other nondiscrimination provisions in any Federal or state statutes which may apply to COUNTY and CONTRACTOR to, or the subject matter of, this Agreement. 14. ASSIGNMENT /SUBCONTRACT CONTRACTOR shall not assign or subcontract its obligations under this agreement to others, except in writing and with the prior written approval of the Board of County Commissioners of Monroe County and CONTRACTOR, which approval shall be subject to such conditions and provisions as the Board may reasonably deem necessary. This paragraph shall be incorporated by reference into any assignment or subcontract and any assignee or sub shall comply with all of the provisions of this agreement. Unless expressly provided for therein, such approval shall in no manner or event be deemed to impose any additional obligation upon the board. 15. COMPLIANCE WITH LAW AND LICENSE REQUIREMENTS In providing all services /goods pursuant to this agreement, CONTRACTOR shall abide by all laws of the Federal and State government, ordinances, rules and regulations pertaining to, or regulating the provisions of, such services, including those now in effect and hereinafter adopted. Compliance with all laws includes, but is not limited to, the immigration laws of the Federal and State government. Any violation of said statutes, ordinances, rules and regulations shall constitute a material breach of this a$ reement and shall entitle the Board to terminate this Agreement. CONTRACTOR shall possess proper licenses to perform work in accordance with these specifications throughout the term of this Agreement. 16. DISCLOSURE AND CONFLICT OF INTEREST CONTRACTOR represents that it, its directors, principles and employees, no interest and shall acquire no interest, either direct or indirect, which w any manner with the performance of services required by this contract, Section 112.311, et. seq., Florida Statutes. COUNTY agrees that officers of the COUNTY recognize and will be required to comply with the stand for public officers and employees as delineated in Section 112.313, F. regarding, but not limited to, solicitation or acceptance of gifts; doing busi agency; unauthorized compensation; misuse of public position, conflicts or contractual relationship; and disclosure or use of certain information. COUNTY and CONTRACTOR warrant that, in respect to itself, it has nt nor retained any company or person, other than a bona fide employee wo esently have d conflict in provided in I employees s of conduct ida Statutes, ,s with one's employment employed solely for Page 9 of 15 rwi maintenance Nrogram - rire Nrotection bystems 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, commissions percentage, gift, or consideration. 17. NO PLEDGE OF CREDIT CONTRACTOR shall not pledge the COUNTY'S credit or make it a guarantor of payment or surety for any contract, debt, obligation, judgment, lien, or any form of indebtedness. CONTRACTOR further warrants and represents that it has no obligation or indebtedness that would impair its ability to fulfill the terms of this contract. 18. NOTICE REQUIREMENT Any notice required or permitted under this agreement shall be in writing and hand delivered or mailed, postage prepaid, to the other parry by certified mail, returned receipt requested, to the following: FOR COUNTY Monroe County Facilities Maintenance Department 3583 South Roosevelt Boulevard Key West, FL 33040 And County Attorney Post Office Box 1026 Key West, FL 33041 -1026 19. TAXES FOR CONTRACTOR Kirby Black 3461 NW 75 Terrace Lauderhill, FL 33319 COUNTY is exempt from payment of Florida State Sales and Use taxes. CONTRACTOR shall not be exempted by virtue of the COUNTY'S exemption from paying sales tax to its suppliers for materials used to fulfill its obligations under this contract, nor is CONTRACTOR authorized to use the COUNTY'S Tax Exemption Number in securing such materials. CONTRACTOR shall be responsible for any and all taxes, or payments of withholding, related to services rendered under this agreement. 20. TERMINATION Page 10 of 15 ruu maintenance Nrogram - Fire rrotection systems A. The COUNTY may terminate this Agreement with or without caused, prior to the commencement of work. B. The COUNTY or CONTRACTOR may terminate this Agreement fojr cause with seven (7) days notice to CONTRACTOR. Cause shall constitute a breach of the obligations of either party to perform the obligations enumerated under this Agreement. C. Either of the parties hereto may cancel this agreement without cause by giving the other party sixty (60) days written notice of its intention to do so. 21. GOVERNING LAW, VENUE, INTERPRETATION, COSTS, AND FEES This Agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to Agreements made and to be performed entirely', in the State. In the event that any cause of action or administrative proceeding is instituted for the enforcement or interpretation of this Agreement, the COUNTY and CONTRACTOR agree that venue will lie in the appropriate court or before the appropriate administrative body in Monroe County, Florida. 22. MEDIATION The COUNTY and CONTRACTOR agree that, in the event of conflicting interpretations of the terms or a term of this Agreement by or between any of them the issue shall be submitted to mediation prior to the institution of any other administratve or legal proceeding. Mediation proceedings initiated and conducted pursuant to this Agreement shall be in accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the circuit court of Monroe County. 23. SEVERABILITY If any term, covenant, condition or provision of this Agreement (or the application thereof to any circumstance or person) shall be declared invalid or unenforceable to any extent by a court of competent jurisdiction, the remaining terms, covenant, conditions and provisions of this Agreement, shall not be affected thereby; and each remaining term, covenant, condition and provision of this Agreement shall be valid and shall be enforceable to the fullest extent permitted by law unless the enforcement of the remaining terms, covenants, conditions and provisions of this Agreement would prevent the accomplishment of the original intent of this Agreement. The COUNTY and CONTRACTOR agree to reform the Agreement to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken prevision. 24. ATTORNEY'S FEES AND COSTS COUNTY and CONTRACTOR agree that in the event any cause d f action or administrative proceeding is initiated or defended by any party rel tive to the enforcement or interpretation of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees in both trial and appellate proceedings. Each party agrees to Page 11 of 15 ruii maintenance rrogram - rire Nrotection systems pay its own court costs, investigative, and out -of- pocket expenses whether it is the prevailing party or not, through all levels of the court system. 25. ADJUDICATION OF D ISPUTES OR DISAGREEMENTS COUNTY and CONTRACTOR agree that all disputes and disagreements shall be attempted to be resolved by meet and confer sessions between representatives of COUNTY and CONTRACTOR. If no resolution can be agreed upon within 30 days after the first meet and confer session, the issue or issues shall be discussed at a public meeting of the Board of County Commissioners. If the issue or issues are still not resolved to the satisfaction of COUNTY and CONTRACTOR, then any party shall have the right to seek such relief or remedy as may be provided by this Agreement or by Florida law. 26. COOPERATION In the event any administrative or legal proceeding is instituted against either party relating to the formation, execution, performance, or breach of this Agreement, COUNTY and CONTRACTOR agree to participate, to the extent required',by the other party, in all proceedings, hearings, processes, meetings, and other activities related to the substance of this Agreement or provision of the services under this Agreement. COUNTY and CONTRACTOR specifically agree that no party to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement. 27. BINDING EFFECT The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to the benefit of COUNTY and CONTRACTOR and their respective legal representatives, successors, and assigns. 28. AUTHORITY Each party represents and warrants to the other that the execution, delivery and performance of this Agreement have been duly authorized by all necessat � COUNTY and corporate action, as required by law. 29. CLAIMS FOR FEDERAL OR STATE AID CONTRACTOR and COUNTY agree that each shall be, and is, empowered to apply for, seek, and obtain federal and state funds to further the purpose of this! Agreement; provided that all applications, requests, grant proposals, and funding solicitations shall be approved by each party prior to submission. 30. PRIVILEGES AND IMMUNITIES Page 12 of 15 run maintenance Nrogram - rire Nrotection systems All of the privileges and immunities from liability, exemptions from laws,, ordinances, and rules and pensions and relief, disability, workers' compensation, and other benefits which apply to the activity of officers, agents, or employees of any public agents or employees of the COUNTY, when performing their respective function$ under this Agreement within the territorial limits of the COUNTY shall apply to the flame degree and extent to the performance of such functions and duties of such officers, agents, volunteers, or employees outside the territorial limits of the COUNTY. 31. LEGAL OBLIGATIONS AND RESPONSIBILITIES This Agreement is not intended to, nor shall it be construed as, relieving any participating entity from any obligation or responsibility imposed upon the entity by law except to the extent of actual and timely performance thereof by any participating entity, � which case the performance may be offered in satisfaction of the obligation or responsibility. Further, this Agreement is not intended to, nor shall it be construed as, au#horizing the delegation of the constitutional or statutory duties of the COUNTY, except ito the extent permitted by the Florida constitution, state statute, and case law. 32. NON - RELIANCE BY NON - PARTIES No person or entity shall be entitled to rely upon the terms, or any of them, of this Agreement to enforce or attempt to enforce any third -party claim or entitlement to or benefit of any service or program contemplated hereunder, and the COUNTY and the CONTRACTOR agree that neither the COUNTY nor the CONTRACTOR Or any agent, officer, or employee of either shall have the authority to inform, counsel, ''or otherwise indicate that any particular individual or group of individuals, entity or entities, have entitlements or benefits under this Agreement separate and apart, inferior toy, or superior to the community in general or for the purposes contemplated in this Agreement. 33. ATTESTATIONS CONTRACTOR agrees to execute such documents as the COUNTY may reasonably require, to include a Public Entity Crime Statement, an Ethics Statement, and a Drug -Free Workplace Statement. 34. NO PERSONAL LIABILITY No covenant or agreement contained herein shall be deemed to be a covenant or agreement of any member, officer, agent or employee of Monroe County ;fin his or her individual capacity, and no member, officer, agent or employee of Monroe County shall be liable personally on this Agreement or be subject to any persona liability or accountability by reason of the execution of this Agreement. 35. EXECUTION IN COUNTERPARTS Page 13 of 15 run maintenance Nrogram - t-ire Nrotection systems This Agreement may be executed in any number of counterparts, each of which shall be regarded as an original, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Agreement by signing any such counterpart. 36. SECTION HEADIN Section headings have been inserted in this Agreement as a matter of convenience of reference only, and it is agreed that such section headings are not a part of this Agreement and will not be used in the interpretation of any provision of this Agreement. 37. PUBLIC ENTITY CRIME INFORMATION STATEMENT "A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to a public entity, may not be awarded or perform work as a Construction Manager, supplier, subcontractor, or consultant under a contact with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, for CATEGORY TWO for a' of 36 months from the date of being placed on the convicted vendor list." 38. MUTUAL REVIEW This agreement has been carefully reviewed by Contractor and the County therefore, this agreement is not to be construed against either parry on the basis of authorship. 39. INCORPORATION OF BID DOCUMENTS The terms and conditions of the bid documents are incorporated by reference in this contract agreement. Remainder of page intentionally left blank Page 14 of 15 rwi maintenance Program - rire Protection systems 40. ANNUAL APPROPRIATION The County's performance and obligation to pay under this agreement is contingent upon an annual appropriation by the Board of County Commissioners. In the event that the County funds on which this Agreement is dependent are withdrawn, this Agreement is terminated and the County has no further obligation under the terms of this Agreement to the Contractor beyond that already incurred by the termination date. IN WITNESS WHEREOF, COUNTY and CONTRACTOR hereto have executed this Agreement on the day and date first written above in four (4) counterparts, each of ,'which shall, �ut proof or accounting for the other counterparts, be deemed an original contract. HEAVILIN, Deputy Clerk Date: C LA ac I Witn s for CON CTO Signature D. JA Jj � 6A 1_� /> k�( t\ 11-7, • 11 ; r 1i. a M, BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLOIDA By: - rr Date: Address: T� ,c am -333/9 EDRO J.� TY RCAD ES =Z1 W d 06 030 E ASSISTANT CO I AT R I C UKJI� `.4 €,;:x114 Page 15 of 15 O� I P EV EXPIRES August 48, 2045 4 E 12 2s(0, Print Name Full Maintenance Program - Fire Protection Systems FIRST RENEWAL AMENDMENT AGREEMENT FULL MAINTENANCE PROGRAM — FIRE PROTECTION SYSTEMS MONROE COUNTY, FLORIDA THIS hereinafter "Amendment" is made and entered into this I day of 6LUM , 2015, 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 BLACK FIRE PROTECTION, INC ( "CONTRACTOR "), a Florida corporation, whose address is 3461 NW 75 Terrace, Lauderhill, FL 33319. WHEREAS, the parties hereto did on December 11, 2013, enter in to an agreement for inspection, testing, maintenance and repairs per NFPA 25 for fire protection systems including associated piping and equipment located in 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 first renewal amendment agreement; now therefore NOW THEREFORE, IN CONSIDERATION of the mutual promises and covenants set forth below, the parties agree as follows: 1. In accordance with Paragraph 4: REPAIRS of the Original Agreement; A. Repairs for normal working hours between 8:00 a.m. and 5:00 p.m. Monday through Friday, excluding holidays, shall be $100.80 per hour for technician and shall be $176.40 per hour for technician and helper. B. Emergency service calls after hours stated above, including holidays, shall be $151.20 per hour for technician and shall be $264.10 per hour for technician and helper. C. The cost of parts (excluding freight and sales tax) shall be the manufacturers cost plus 15 %. Freight, engineering, permits, equipment and sales tax will be reimbursed at the amount charged only. The manufacturer's invoice must accompany all requests for payment for any part, which exceeds $500.00, and may be requested at the discretion of the Director, Public Works Facilities Maintenance, or his designee, for any part, regardless of the cost. Freight invoices over $500.00 must accompany all orders that require shipping or transportation of parts whether the part is under warranty or not, and may be requested at the discretion of the Director, Public Works Facilities Maintenance, or his designee, for any freight charge, regardless of the cost associated therewith. 2. In accordance with Paragraph 5: PAYMENTS TO CONTRACTOR of the Original Agreement; Page 1 of 4 Full Maintenance Program - Fire Protection Systems A. COUNTY'S performance and obligation to pay under this agreement, is contingent upon annual appropriation by the Board of County Commissioners. B. COUNTY shall pay in accordance with the Florida Local Government Prompt Payment Act. Invoices for scheduled testing will be paid on a quarterly schedule in arrears. Payment will be made after completion of scheduled testing and upon submission of a proper invoice by CONTRACTOR. Payment for repairs will be made after acceptable completion of the repairs and upon submission of a proper invoice by CONTRACTOR. C. CONTRACTOR shall submit to COUNTY invoices with supporting documentation acceptable to the Clerk, at completion of the work/repair by the CONTRACTOR and approval by an appropriate COUNTY representative. Acceptability to the Clerk is based on generally accepted accounting principles and such laws, rules and regulations as may govern the Clerk's disbursal of funds. D. The following buildings will require: One Annual Inspection and flow test of the Fire Pump and (3) Three Quarterly fire sprinkler system inspections and testing per the latest edition of NFPA 25: Monroe County Detention Center 5501 College Road Key West, FL 33040 $1,411.20 cost. /yr. Harvey Government Center Lester Building 1200 Truman Avenue Key West, FL 33040 530 Whitehead Street Key West, FL 33040 $1,209.60 cost /yr. $1,411.20 cost /yr Monroe County Courthouse 502 Whitehead Street $1,411.20 _ cost /yr Annex /Old Jail (TESTING SCHEDULED Key West, FL 33040 AROUND COURT HEARINGS) Marathon Government Annex 49063 d Street, Ocean $1,201.0 cost /yr Marathon, FL 33050 Plantation Key, Jail 53 High Point Road $1 cost /yr Tavernier, FL 33070 Marathon Jail 3981 Ocean Terrace $1,209.60 cost / r. Marathon, FL 33050 The following buildings will require (1) One Annual Inspection and (3) Three Quarterly fire sprinkler system inspections and testing per the latest edition of NFPA 25: Monroe County Main Courthouse 500 Whitehead Street Key West, FL 33040 $1008.00 cost /yr. Monroe County Sheriff 5525 College Road $ 806.40 cost /yr. Page 2 of 4 Full Maintenance Program - Fire Protection Systems Administration Bldg. Key West, FL 33040 Dept. of Juvenile Justice Building 5503 College Road _ $ 1,400.00 — cost/yr. Key West, FL 33040 Bayshore Manor 5200 College Road $ 604.80 cost /yr Key West, FL 33040 Freeman Justice Bldg. 302 Fleming Street $1,008.00 cost /yr. Key West, FL 33040 Murray Nelson Government Center 102050 Overseas Highway $1008.00 cost.yr Key Largo, FL 33037 Conch Key Fire Station 10 Conch Av. $_806.40 cost/ r. Conch Key, FL 33050 Big Pine Fire Station 390 Key Deer Blvd. $ 806.40 cost /yr. Big Pine Key, FL 33043 Stock Island Fire Station 61802 n' Av. $ 806.40 cost /vr. Stock Island, FL 33040 WHEN PERFORMING ANNUAL INSPECTIONS FOR SOME MONROE COUNTY FACILITIES, PRIMARILY THE COURTHOUSES, IT MAY BE NECESSARY TO SCHEDULE INSPECTIONS BEFORE OFAFTER NORMAL BUSINESS HOURS. The total quarterly service amount of contract shall be Four Thousand, Three Hundred Thirty Four Dollars and Forty Cents ($4,334.40) for an annual amount of Seventeen Thousand, Three Hundred Thirty Seven Dollars and Sixty Cents ($17,337.60). Total Compensation to CONTRACTOR for additional services and repairs under this Agreement shall not exceed $250,000.00 unless pre- approved emergency work requiring additional funds is implemented. Contractor shall submit all invoices with the Application for Payment form attached. There shall be no additional charges to the Owner for travel, mileage, meals, or lodging. 3. In accordance with Paragraph 6: TERM OF AGREEMENT of the Original Agreement; a) The County exercises the first of the three (3) one -year renewal options to renew the Original Agreement. The contract term will commence December 11, 2015 and terminate on December 10, 2016. b) The contract amount is adjusted .8% 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 based upon the CPI -U computation at December 31 of the previous year. Except as set forth in paragraph 1, 2 and 3 of this First Renewal Amendment Agreement, in all other respects, the terms and conditions set forth in the Original Agreement, as amended, remain in full force and effect. Page 3 of 4 Full Maintenance Program - Fire Protection Systems 111711,5 itnesses for CONTRACTOR: "t I Ik— Signature r. Signature df person authorized to legally bind Corporation Date: ///- Print Name and Title Address: 3 A114,1 Datc-, Date: ////7//,S 'EY 1 -J! P I L II Or Page 4 of 4 Printed Name and Date DATE. January 29, 2016 TOE Doug Sposito, Director Public Works /Engineering ATTN.- Alice Steryou s FROM: Cheryl Robertson Executive Aide to the Clerk of Court &Comptroller 0 At the January 20, 2016 Board of County Commissioner's meeting the Board granted approval and execution of Item C13 Approval of a Second Amendment Agreement with Black Fire Protection, Inc. for "Full Maintenance — Fire Protection Systems" to correct a minor scrivener's error in the yearly cost in the amount of $11.20. 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 { 500 Whitehead Street Suite 101, PO Box 1980, Key West, FL 33040 Phone: 305 - 295 -3130 Fax: 305 - 295 -3653 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 n ;f 0c,; FROM: Cheryl Robertson Executive Aide to the Clerk of Court &Comptroller 0 At the January 20, 2016 Board of County Commissioner's meeting the Board granted approval and execution of Item C13 Approval of a Second Amendment Agreement with Black Fire Protection, Inc. for "Full Maintenance — Fire Protection Systems" to correct a minor scrivener's error in the yearly cost in the amount of $11.20. 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 { 500 Whitehead Street Suite 101, PO Box 1980, Key West, FL 33040 Phone: 305 - 295 -3130 Fax: 305 - 295 -3653 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 SECOND AMENDMENT AGREEMENT FULL MAINTENANCE PROGRAM — FIRE PROTECTION SYSTEMS MONROE COUNTY, FLORIDA 1{ '11 creinalter "Second Amendment" is made and entered into this day of J I , 2016, 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 BLACK FIRE PROTECTION, INC ( "CONTRACTOR "), a Florida corporation, whose address is 3461 NW 75 Terrace, Lauderhill, FL 33319. WHEREAS, the parties hereto did on November 17, 2015, entered in to a first renewal amendment agreement for inspection, testing, maintenance and repairs per NFPA 25 for fire protection systems including associated piping and equipment located in Monroe County; and WHEREAS, a scrivener's error occurred in the renewal agreement, payments to the contractor paragraph 2, D referencing paragraph 5 of the Original agreement in calculating the cost per year for the Dept. of Juvenile Justice Building ; and NOW THEREFORE, IN CONSIDERATION of the mutual promises and covenants set forth below, the parties agree as follows: 1. Paragraph 2, D of the First Renewal Agreement referencing paragraph 5 of the Original agreement shall be revised to read as follows:; Dept. of Juvenile Justice Building 5503 College Road S1 411.20 cost/yr. Key West, FL 33040 Except as set forth in paragraph 1 of this Second Amendment Agreement, in all other respects, the terms and conditions set forth in the Original Agreement, as amended, remain in full force EAVILIN, CLERK t.y Merl; _._./ Witnesses for CONTRACTOR: S \ , " 1�— �� E\ Ck �, �Q \—� Printed Name and Date -, Signature Printed Name and Date ,.,r. 0 ,�igna ure of person authorized to legally bind Corporation Z Date: cA Prid Name and Titl Address: . G °'' ' Page 1 of 1 Full Maintenance Program - Fire Protection Systems FULL MAINTENANCE PROGRAM — FIRE PROTECTION SYSTEMS MONROE COUNTY, FLORIDA THIS hereinafter "Second Renewal Amendment" is made and entered into this day of ����4�' �., a , 2016, 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 BLACK FIRE PROTECTION, INC. ( "CONTRACTOR "), a Florida corporation, whose address is 3461 NW 75 Terrace, Lauderhill, FL 33319. WHEREAS, the parties hereto did on December 11, 2013, enter into an agreement for inspection, testing, maintenance and repairs per NFPA 25 for fire protection systems, including associated piping and equipment, located in Monroe County (hereinafter "Original Agreement"); and WHEREAS, on November 1.7, 2015, the BOCC approved the First Renewal Amendment Agreement; and; WHEREAS, on January 20, 2016, the BOCC approved correction of a minor scrivener's error in a Second Amendment Agreement; and; WHEREAS, the parties have found the Original Agreement as Amended to be mutually beneficial; and WHEREAS, the parties find that it would be mutually beneficial to enter into this second renewal amendment agreement; NOW THEREFORE, IN CONSIDERATION of the mutual promises and covenants set forth below, the parties agree as follows: 1. In accordance with Paragraph 4: REPAIRS of the Original Agreement; A. Repairs for normal working hours between 8:00 a.m. and 5:00 p.m. Monday through Friday, excluding holidays, shall be $101.51 per hour for technician and shall be $177.64 per hour for technician and helper. B. Emergency service calls after hours stated above, including holidays, shall be $152.26 per hour for technician and shall be $265.95 per hour for technician and helper. C. The cost of parts (excluding freight and sales tax) shall be the manufacturers cost plus 15 %. Freight, engineering, permits, equipment and sales tax will be reimbursed at the amount charged only. The manufacturer's invoice must accompany all requests for payment for any part, which exceeds $500.00, and may be requested at the discretion of the Director, Public Works Facilities Maintenance, or his designee, for any part, regardless of the cost. Freight invoices over $500.00 must accompany all orders that require shipping or transportation of parts whether the part is under warranty or not, and may be requested at the discretion of the Director, Public Works Page 1 of 6 Full Maintenance Program - Fire Protection Systems Facilities Maintenance, or his designee, for any freight charge, regardless of the cost associated therewith. 2. In accordance with Paragraph 5: PAYMENTS TO CONTRACTOR of the Original Agreement; A. COUNTY'S performance and obligation to pay under this agreement, is contingent upon annual appropriation by the Board of County Commissioners. B. COUNTY shall pay in accordance with the Florida Local Government Prompt Payment Act. Invoices for scheduled testing will be paid on a quarterly schedule in arrears. Payment will be made after completion of scheduled testing and upon submission of a proper invoice by CONTRACTOR. Payment for repairs will be made after acceptable completion of the repairs and upon submission of a proper invoice by CONTRACTOR. C. CONTRACTOR shall submit to COUNTY invoices with supporting documentation acceptable to the Clerk, at completion of the work/repair by the CONTRACTOR and approval by an appropriate COUNTY representative. Acceptability to the Clerk is based on generally accepted accounting principles and such laws, rules and regulations as may govern the Clerk's disbursal of funds. D. The following buildings will require: One Annual Inspection and flow test of the Fire Pump and (3) Three Quarterly fire sprinkler system inspections and testing per the latest edition of NFPA 25: Monroe County Detention Center 5501 College Road Key West, FL 33040 $1,421.08 cost /yr. Harvey Government Center Lester Building 1200 Truman Avenue Key West, FL 33040 530 Whitehead Street Key West, FL 33040 Monroe County Courthouse 502 Whitehead Street Annex /Old Jail (TESTING SCHEDULED Key West, FL 33040 AROUND COURT HEARINGS) Marathon Government Annex Plantation Key, Jail Marathon Jail 490 63" Street, Ocean Marathon, FL 33050 53 High Point Road Tavernier, FL 33070 3981 Ocean Terrace Marathon, FL 33050 $1,218.06 cost /yr. $1,421.08 cost /yr. $1,421.08 cost /yr. $1,218.06 /yr. $1,218.06 cost /yr. $1,218.06 cost /yr. The following buildings will require (1) One Annual Inspection and (3) Three Quarterly fire sprinkler system inspections and testing per the latest edition of NFPA 25: Page 2 of 6 Full Maintenance Program - Fire Protection Systems Monroe County Main Courthouse 500 Whitehead Street $1,015.06 cost /yr Key West, FL 33040 Monroe County Sheriff 5525 College Road $ 812.04 cost /yr. Administration Bldg. Key West, FL 33040 Dept. of Juvenile Justice Building 5503 College Road $1,421.08 cost/yr. Key West, FL 33040 Bayshore Manor 5200 College Road $ 609.02 cost /yr. Key West, FL 33040 Freeman Justice Bldg. 302 Fleming Street $1,015.06 cost /yr. Key West, FL 33040 Murray Nelson Government Center 102050 Overseas Highway $1,015.06 cost /yr. Key Largo, FL 33037 Conch Key Fire Station 10 Conch Av. $ 812.04 cost /yr. Conch Key, FL 33050 Big Pine Fire Station 390 Key Deer Blvd. $ 812.04 cost /yr, Big Pine Key, FL 33043 Stock Island Fire Station 61802 n' Av. $ 812.04 cost /yr. Stock Island, FL 33040 WHENPERFORMING ANNUAL INSPECTIONS FOR SOME MONROE COUNTY FACILITIES, PRIMARILY THE COURTHOUSES, IT MAYBE NECESSARY TO SCHEDULE INSPECTIONS BEFORE OFAFTER NORMAL BUSINESS HOURS The total quarterly service amount of contract shall be Four Thousand, Three Hundred Sixty Four Dollars and Seventy Three Cents ($4,364.73) for an annual amount of Seventeen Thousand, Four Hundred Fifty Eight Dollars and Ninety Two Cents ($17,458.92). Total Compensation to CONTRACTOR for additional services and repairs under this Agreement shall not exceed $250,000.00 unless pre- approved emergency work requiring additional funds is implemented. Contractor shall submit all invoices with the Application for Payment form attached. There shall be no additional charges to the Owner for travel, mileage, meals, or lodging. 3. In accordance with Paragraph 6: TERM OF AGREEMENT of the Original Agreement; a) The County exercises the second of the three (3) one -year renewal options to renew the Original Agreement. The contract term will commence December 11, 2016, and terminate on December 10, 2017. b) The contract amount is adjusted .7% in accordance with the percentage change in the U.S. Department of Commerce Consumer Price Index (CPI -U) for all Urban Page 3 of 6 Full Maintenance Program - Fire Protection Systems Consumers as reported by the U.S. Bureau of Labor Statistics and based upon the CPI -U computation at December 31 of the previous year. 4. In accordance with paragraph 9 of the Original Agreement (Public Access), it shall be revised as follows: Public Records Compliance. Contractor must comply with Florida public records laws, including but not limited to Chapter 119, Florida Statutes and Section 24 of Article I of the Constitution of Florida. The County and Contractor shall allow and permit reasonable access to, and inspection of, all documents, records, papers, letters or other "public record" materials in its possession or under its control subject to the provisions of Chapter 119, Florida Statutes, and made or received by the County and Contractor in conjunction with this contract and related to contract performance. The County shall have the right to unilaterally cancel this contract upon violation of this provision by the Contractor. Failure of the Contractor to abide by the terms of this provision shall be deemed a material breach of this contract and the County may enforce the terms of this provision in the form of a court proceeding and shall, as a prevailing party, be entitled to reimbursement of all attorney's fees and costs associated with that proceeding. This provision shall survive any termination or expiration of the contract. The Contractor is encouraged to consult with its advisors about Florida Public Records Law in order to comply with this provision. Pursuant to F.S. 119.0701 and the terms and conditions of this contract, the Contractor is required to: a. Keep and maintain public records that would be required by the County to perform the service. b. Upon receipt from the County's custodian of records, provide the County with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. c. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the contractor does not transfer the records to the County. d. Upon completion of the contract, transfer, at no cost, to the County all public records in possession of the Contractor or keep and maintain public records that would be required by the County to perform the service. If the Contractor transfers all public records to the County upon completion of the contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the contract, the Contractor shall meet all applicable requirements for retaining public records. Page 4 of 6 Full Maintenance Program - Fire Protection Systems All records stored electronically must be provided to the County, upon request from the County's custodian of records, in a format that is compatible with the information technology systems of the County. e. A request to inspect or copy public records relating to a County contract must be made directly to the County, but if the County does not possess the requested records, the County shall immediately notify the Contractor of the request, and the Contractor must provide the records to the County or allow the records to be inspected or copied within a reasonable time. If the Contractor does not comply with the County's request for records, the County shall enforce the public records contract provisions in accordance with the contract, notwithstanding the County's option and right to unilaterally cancel this contract upon violation of this provision by the Contractor. A Contractor who fails to provide the public records to the County or pursuant to a valid public records request within a reasonable time may be subject to penalties under section 119. 10, Florida Statutes. The Contractor shall not transfer custody, release, alter, destroy or otherwise dispose of any public records unless or otherwise provided in this provision or as otherwise provided by law. 5. This Second Renewal Amendment will be retroactive to December 11, 2016, which is the original contract term commencement date. t as set forth in paragraph 1, 2, 3 and 4 of this Second Renewal Amendment . _Kent, in all other respects, the terms and conditions set forth in the Original Ipnt, as amended, remain in full force and effect. �a r to BOARD OF COUNTY COMMISSIONERS . II N CLERK OF MO ROE COUNTY FLOIDA Y Deputy Clerk Mayor Date: i � A 4 1 L Date: 1 2-1 1 41 1 Page 5 of 6 Full Maintenance Program - Fire Protection Systems itnesses for CONTRACTOR: Signature Printed Name and Date Signature Printed Name and Date CONTRACTOR: BLACK FIRE PROTECTION, INC. Address: Page 6 of 6 Form W -9 (Rev. December 2014) Depa tmen1 of the Treasu y InternalRevenue Service 1 Name (as shown on your ii N N M W Q c 0 d N a c 0 U L L Q c 0.. U w Q a (D 2 Business Request for Taxpayer Identification Number and Certification tax r8 N ame requi on this line; do not leave this line blank. r name, if different from arfi, Give form to the requester. Do not - send to the IRS. 3 Check apprr, oriate box for federal tax classification; check only one of the following seven boxes: 4 Exemptions (codes apply only to ❑ Individual/sole proprietor or El Corporations Corporation Partnership c Corti Par c ertain entities, not individuals; see single - member LLC P ❑ Trust estate instructions on page 3)^ Limited rability company. Enter the tax classification (C =C corporation, S =S corporation, P= partnership) 0. Exempt payee code (if any) Note. For a single- member LLC that is disregarded, do not check LLC; check the appropriate box in the line above for Exemption from FATCA reporting the tax classification of the single - member owner. co ❑ Other (see instructions) ► de (it any) 5 Address (number, street, and apt, or suite no.) (Aapli. m accounts fiibir d.,&de me U.S.) A, fi Requester's name and address (optional) state,, and ZIP, state, and ZIP code j F L �A account number(s) here A m wia aam i axpayer raentitication Number (TIN) Enter your TIN in the appropriate box. The TIN provided must match the name given on fine 1 to avoid backup withholding. For individuals, this is generally your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the Part I instructions on page 3. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a TIN on page 3. Social security numher or Note. If the account is in more than one name, see the instructions for line 1 and the chart on page 4 for Employer i guidelines on whose number to enter. number M Under penalties of perjury, I certify that: 1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and 2. 1 am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that.l am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and 3. 1 am a U.S. citizen or other U.S. person (defined below); and 4. The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct. Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions on page 3. =reU e of .on ► Date U • /1 I � � 0 `' L General Instructions Section references are to the Internal Revenue Code unless otherwise noted. Future developments. Information about developments affecting Form W -9 (such as legislation enacted after we release it) is at www.irs.gov /fw9. Purpose of Form An individual or entity (F orm W -9 requester) who is required to file an information return with the IRS must obtain your correct taxpayer identification number (TIN) which may be your social security number (SSN), individual taxpayer identification number (ITIN), adoption taxpayer identification number (ATIN), or employer identification number (EIN), to report on an information return the amount paid to you, or other amount reportable on an information return. Examples of information returns include, but are not limited to, the following: • Form 1099 -INT (interest earned or paid) • Form 1099 -DIV (dividends, including those from stocks or mutual funds) • Form 1099 -MISC (va pus types of income, prizes, awards, or gross proceeds) Form 1099 -B (stock or mutual fund sales and certain other transactions by brokers) • Form 1099 -5 (proceeds from real estate transactions) • Form 1099 -K (merchant card and third party network transactions) • Form 1098 (home mortgage interest), 1098 -E (student loan interest), 1098 -T (tuition) • Form 1099 -C (canceled debt) • Form 1099 -A (acquisition or abandonment of secured property) Use Form W -9 only if you are a U.S. person (including a resident alien), to provide your correct TIN. If you do not return Form W -9 to the requester with a TIN, you might be subject to backup withholding. See What is backup withholding? on page 2. By signing the filled -out form, you: 1. Certify that the TIN you are giving is correct (or you are waiting for a number to be issued), 2. Certify that you are not subject to backup withholding, or 3. Claim exemption from backup withholding if you are a U.S. exempt payee. If applicable, you are also certifying that as a U.S. person, your allocable share of any partnership income from a U.S. trade or business is not subject to the withholding tax on foreign partners` share of effectively connected income, and 4. Certify that FATCA code(s) entered on this form (if any) indicating that you are exempt from the FATCA reporting, is correct. See What is FATCA reporting? on page 2 for further information. Cat. No. 10231X Form W-9 (Rev. 12 -2014)