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Item M2M C ounty of f Monroe ELj » °o � BOARD OF COUNTY COMMISSIONERS /� r i � �� Mayor George Neugent, District 2 The Florida. Ke Se y I Mayor Pro Tern David Rice, District 4 Danny L. Kolhage, District I Heather Carruthers, District 3 Sylvia J. Murphy, District 5 County Commission Meeting July 19, 2017 Agenda Item Number: M2 Agenda Item Summary #3056 BULK ITEM: Yes DEPARTMENT: Sustainability TIME APPROXIMATE: STAFF CONTACT: Rhonda Haag (305) 453 -8774 Not applicable AGENDA ITEM WORDING: Approval to enter into a contract with Earth Tech Enterprises, Inc. for the operations, maintenance and monitoring of the recently installed air curtain system in Canal #290 located on Avenue I in Big Pine Key, and the air curtain system scheduled to be installed on Canal #83 located on Grouper Lane in Key Largo, in an amount not to exceed $39,393.75, of which $8,955.00 is unbudgeted for FY17 and $30,438.75 is budgeted for FY18. ITEM BACKGROUND: An O &M contract for both canals is needed through October 31, 2018. Funds are not budgeted in FY17, but are budgeted for FY18. Monroe County BOCC, at its regular meeting held April 12, 2017, agreed to fund the O &M for these projects (and others) through October 2018. It is anticipated that an MSBU will be in place for resident funding as of November 1, 2018. The Contractor shall provide system operations and maintenance (O &M) and monitoring for canals 290 and 83, including the cost of electricity consumed and the deposits and fees required by the Utility and as documented by paid receipts from the utility. The start of the O &M Agreement will commence on the final completion and acceptance date of the Contract for Installation of the Air Curtain on Canal #290, dated June 30, 2017 and Contract for Organic Removal, Backfilling, and Installation of the Air Curtain on Canal #83 Rock Harbor, dated July 30, 2018 and extend through October 31, 2018, unless terminated earlier under this Agreement. Canal #290 in Big Pine Key was part of the original demonstration program, receiving a $797,284 muck removal restoration. The project was not originally planned to receive a new air curtain system, as the homeowners weed gate was reinstalled for use. However, homeowners requested the County install a new air curtain. Canal #83 was part of the second phase of the demonstration program, currently receiving a $1,524,040 organic muck removal and backfilling restoration with an anticipated installation of an air curtain by August 2017. PREVIOUS RELEVANT BOCC ACTION: 11/18/14: Approval to issue an RFP for the removal of organic muck material from Canal #266 & #290. 02/18/15: Approval to enter into negotiations with IND Thomas, Inc. 04/15/15: Approval to enter into a contract with the lowest responsive and responsive proposer IND Thomas Company, Inc. For removing organic muck material from Canal #266 located in Doctor's Arm Big Pine Key, and Canal #290 located between Avenues I and Avenue J in Big Pine Key. 06/15/16: Approval to advertise a Request for Proposals for installing a new air curtain system at the mouth of Canal #290 located on Avenue I on Big Pine Key and demolishing portions of an ineffective weed barrier in place. 02/15/17: Approval to enter into a contract with Earth Tech Enterprises, Inc. to install a new air curtain system in Canal #290 located on Avenue I on Big Pine Key and demolishing portions of an ineffective weed barrier in place, in the amount of $88,780.00, of which $50,000 is funded by a FDEP grant and the remaining $38,780 is funded by budgeted infrastructure tax funds. 04/12/17: Approval to fund the O &M expenses for all demonstration projects through October, 2018. CONTRACT /AGREEMENT CHANGES: New Contract STAFF RECOMMENDATION: Approval DOCUMENTATION: C290 and C83 Air Curtain OM Contract - June 2017 - signed 2 FINANCIAL IMPACT: Effective Date: July 19, 2017 Expiration Date: October 31, 2018 Total Dollar Value of Contract: NTE $39,393.75 Total Cost to County: $39,393.75 Current Year Portion: $8955 est. Budgeted: No in FY17, Yes in FY18 Source of Funds: Infrastructure Funds CPI: No. Indirect Costs: Estimated Ongoing Costs Not Included in above dollar amounts: estimated $15,000 /year /canal beyond October 2018, to be funded by the homeowners upon approval of an MSBU. Revenue Producing: No If yes, amount: Grant: No County Match: N/A Insurance Required: Yes. Additional Details: Table 3 Canal Restoration Demonstration Projects Annual Maintenance Costs Canal Restoration Technology O &M Costs 83 Rock Harbor Organic Removal /Backfilling and Air Curtain $25,340 266 Big Pine Key Organic Removal and Air Curtain $20,840 287 Big Pine Key Air Curtain $20,840 290 Big Pine Key Organic Removal and Air Curtain $14,855 Subtotal by Air Curtain Technology $81,875 277 Big Bine Key 470/472 Geiger Key $1,800 $1,800 Subtotal by Culvert Technology $3,600 Total $85,475 07/19/17 304 -23000 - PHYSICAL ENVIRONMENT $39,393.75 Infrastructure Tax Funds 07/19/17 304 -23000 - PHYSICAL ENVIRONMENT $0.00 Total: $39,393.75 REVIEWED BY: Rhonda Haag Completed 06/27/2017 4:26 PM Pedro Mercado Completed 06/28/2017 9:01 AM Budget and Finance Completed 06/28/2017 9:30 AM Maria Slavik Completed 06/28/2017 9:53 AM Kathy Peters Completed 06/28/2017 11:22 AM Board of County Commissioners Pending 07/19/2017 9:00 AM OPERATIONS AND MAINTENANCE AGREEMENT Between MONROE COUNTY BOARD OF COUNTY COMMISSIONERS And EARTH TECH ENTERPRISES, INC. This AGREEMENT is: Made as of the 19` Day of July, 2017 BETWEEN the Owner: Monroe County Board of County Commissioners 1 100 Simonton Street The Gato Building, Room 2 -205 Key West, Florida 33040 And the Contractor: Earth Tech Enterprises Inc. 5425 Golden Gate Parkway STE 3 Naples, Florida 34115 For the following Project: AIR CURTAINS OPERATIONS & MAINTENANCE MONITORING CANAL #290 BIG PINE KEY AND CANAL #83 ROCK HARBOR, MONROE COUNTY, FL WHEREAS, the COUNTY previously provided a muck removal restoration on canal 290 and muck removal and backfilling on canal 83; and WHEREAS, the canal residents on canal 290 were unable to maintain their original weed gate; and WHEREAS, the canal residents on canal 83 did not have an original weed gate; and WHEREAS, the COUNTY issued a solicitation fo:' the installation 01' ,111 air curtain systcn1 for c «im[ 290 and the solicitation included a provision for the operations. nta]Mellance and 11jonitorin (O &M) services of the innstalled system: and WHEREAS, the County also issued a solicitation for the organic muck removal / backfilling / air curtain installation for canal 83 and the solicitation included a provision for the operations, maintenance and monitoring (O &M) services of the installed system; and WHEREAS, the COUNTY will be responsible for providing the O &M services for the Air Curtain systems, located on Big Pine Key in canal 290 and on Rock Harbor in canal 83, Monroe County, Florida through October 31, 2018; and N L) WHEREAS, the CONTRACTOR desires and is able to provide the O &M services for the air curtain systems on 290 and 83 owned by Monroe County; and WHEREAS, it serves a legitimate public purpose for CONTRACTOR to provide operations and maintenance and monitoring services for Monroe County to protect the County's investment in the restoration of the canals. NOW THERHFORE. in crmsidcratior) of the mutual pr0n»ise; ,u1cl eo�%�cn111ts c011tained hercin_ it is as folltn ": 1. THE AGREEMENT The Agreement consists of this document and its exhibits. 2. SCOPE OF THE WORK: A. The CONTRACTOR shall provide system operations and maintenance (O &M) and monitoring, including the cost of electricity consumed and the deposits and fees required by N the Utility and as documented by paid receipts from the utility. The start of the O &M Agreement will commence on the final completion and acceptance date of the Contract fo r Installation of the Air Curtain. on Canal #290, dated June 30, 2017 and Contract far Organic Removal, Backfrlling, and Installation of the Air Curtain on Canal #83 Rock Harbor, dated Julv 30, 2017. At a minimum, the O &M activities shall include: 1) Check, clean, and replace as necessary the blower filters, pistons, 0- rings, and gaskets in accordance with the manufacturer specifications. The air filters shall be replaced at least quarterly, and the pistons shall be replaced at least twice within the 1 year 4 month period. 2) Dive into the canal and clean the fouling from the air curtain discs using a scrub brush or equivalent. Adjust the distribution manifold as necessary to reestablish equal air distribution once the fouling has been removed from both sides of the weed barrier system. 3) Inspect the blower enclosure cooling fans and lubricate as necessary. 4) Maintain the landscaping in the area surrounding the blower enclosures, and apply ant control products as necessary. S) Inspect all visible plumbing lines, fittings, and components for signs of damage, degradation, or leaks, and correct or replace as necessary. 6) Respond within 48 hours to individual homeowner complaints. Such response may be in electronic or other communication methods. The County's project manager shall be notified of all complaints and the resolution. B. Maintenance visits shall be completed weekly for the first month, monthly for the first quarter, and quarterly thereafter for a total of I 1 visits in a 1 year 4 month period. 2 1) Document each visit using the attached O &M Inspection Form included as Exhibit A and SUBMIT to the COUNTY within 48 hours after completing inspection. C. The CONTRACTOR shall establish an account for the canal 290 with the Keys Energy Services (Keys Energy) and canal 83 with the Florida Keys Electric Cooperative (FKEC) for the systems dedicated meters and shall pay all associated fees and deposits required for establishing the electrical service. Additionally, the CONTRACTOR shall pay the monthly electric bill in a timely manner so that a disruption in service does not occur. I) A Time & Material (T&M) budget of $17,600.00 shall be established by Monroe County for the sole purpose of reimbursing the Contractor for the actual power consumption cc costs paid. It is estimated, due to the no run condition for favorable winds, that each system shall run approximately 80% of the time at a total, Not to Exceed (NTE), annual � cost of $12,000.00 for the systems. Dees and deposits to be reimbursed by the COUNTY at actual costs plus 10% overhead and Profit. CA 2) The Contractor shall provide a $21,793.75 performance bond covering the amount of the operations and maintenance, for which the County may immediately use in the event the operations and maintenance service is not performed. LO 3. CONTRACT AMOUNT A. The COUNTY shall pay the CONTRACTOR a lump sum amount of Twenty One Thousand Seven Hundred and Ninety Three Dollars and Seventy Five Cents ($21,793.75) for the CONTRACTOR's performance of the Contract for Operation and Maintenance of the Air Curtain. B. The COUNTY shall additionally reimburse the CONTRACTOR up to Seventeen Thousand Six Hundred Dollars ($17,600) for the actual power consumption cost, subject to paid receipts provided by the CONTRACTOR. Fees and deposits to be reimbursed by the COUNTY at actual costs plus 10% overhead and Profit. C. The total CONTRACT amount shall be not to exceed Thirty Nine Thousand and Three Hundred and Ninety Three Dollars and Seventy Five Cents ($39,393.75). D. No additional costs for travel, mileage. meals, or lodging shall be allowed. 4. PAYMENTS TO CONTRACTOR A. CONTRACTOR shall submit to COUNTY itemized invoices with all required supporting O &M 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. Invoices for O &M may be submitted monthly in the lump sum amount of $1,981.25 for the systems. Invoices for the electrical may also be submitted monthly, with a paid receipt from Keys Energy and FKEC for the previous month's power use. B. COUNTY shall pay in 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. 5. TERM OF AGREEMENT 06 0 This Agreement shall commence on the date of the Notice to Proceed and extend through October 3l, 2018, unless terminated earlier under paragraph 19 of this Agreement. The COUNTY shall have the option to renew this Agreement for up to an additional one (1) year period 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 tern. Unless the context clearly indicates cc otherwise, references to the "term" of this Agreement shall mean the initial term of 1 year 4 months. 6. ACCEPTANCE OF CONDITIONS BY CONTRACTOR 04 CONTRACTOR has, and shall maintain throughout the tenn of this Agreement, appropriate licenses. Proof of such licenses and approvals shall be submitted to the COUNTY upon request. c� 7. 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 04 consistently applied. Each party to this Agreement or their authorized representatives shall have reasonable and timely access to such records of each other party to this Agreement for public records purposes during the term of the Agreement and for four years following the termination of this Agreement. If an auditor employed by the COUNTY or Clerk determines that monies paid to CONTRACTOR pursuant to this Agreement were spent for purposes not authorized by this N as 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. S. PUBLIC ACCESS 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 1 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 fora 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. 4 Pursuant to F.S. 119.0701 and the terms and conditions of this contract, the Contractor is required to: (1) Keep and maintain public records that would be required by the County to perform the service. (2) Upon receipt from the County's custodian of records, provide the County with a copy of the requested records or allow the records to he 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. (3) Ensure that public records that are exempt or confidential and exempt from public records _ co 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. CA (4) 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 LO 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 N applicable requirements for retaining public records. 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. 8 (5) 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 HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS, BRIAN BRADLEY, AT (305) 292 -3470. 9. HOLD HARMLESS AND INSURANCE Notwithstanding any minimum insurance requirements prescribed elsewhere in this agreement, Contractor shall defend, indemnify and hold the COUNTY and the COUNTY's elected and appointed officers and employees harmless from and against (i) any claims, actions or causes of action, (ii) any litigation, administrative proceedings, appellate proceedings, or other proceedings relating to any type of injury (including death), loss, damage, fine, penalty or business interruption, d (iii) any costs or expenses that may be asserted against, initiated with respect to, or sustained by, any indemnified party by reason of. or in connection with, (A) any activity of CONTRACTOR or any of its employees, agents, sub - contractors or other invitees during the term of this 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 5 of any of the obligations that it undertakes under the tenns 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, agents, contractors or invitees (other than CONTRACTOR). Insofar as the claims, actions, causes of action, litigation, proceedings, costs or expenses relate to events or circumstances that occur during the term of this AGREEMENT, this section will survive the expiration of the term of this AGREEMENT or any earlier termination of this AGREEMENT. The extent of liability is in no way limited to, reduced, or lessened by the insurance requirements contained elsewhere within this agreement. Failure of CONTRACTOR to comply with the requirements of this section shall be cause for immediate termination of this agreement. Prior to execution of this agreement, CONTRACTOR shall furnish the COUNTY Certificates of Insurance indicating the minimum coverage limitations in the following amounts: Type of Insurance Limits County Form Commercial General Liability $300,000 GL1 Business Automobile Liability $300,000 VL2 Workers Compensation Statutory WC3 Employers Liability $100,0001$500,000 /$100,000 WC3 Jones Act Coverage $300,000 WCJA Watercraft Liability $500,000 WL1 CERTIFICATES OF INSURANCE. Original Certificates of Insurance shall be provided to the COUNTY at the time of execution of this Agreement and certified copies provided if requested. Each policy certificate shall be endorsed with a provision that not less than thirty (30) calendar days' written notice shall be provided to the COUNTY before any policy or coverage is canceled or restricted. The underwriter of such insurance shall be qualified to do business in the State of Florida. If requested by the County Administrator, the insurance coverage shall be primary insurance with respect to the COUNTY, its officials, employees, agents and volunteers. MONROE COUNTY BOARD OF COUNTY COMMISSIONERS MUST BE NAMED AS ADDITIONAL INSURED ON ALL POLICIES EXCEPT WORKER'S COMPENSATION. 10. 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 Iiability coverage, nor shall any Agreement entered into by the COUNTY be required to contain any provision for waiver. 11. 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 0 his employees, subs, servants, or agents to be employees of the Board of County Commissioners of Monroe COUNTY. 12. NONDISCRIMINATION CONTRACTOR agrees that there will be no discrimination against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred, this Agreement automatically terminates without any further action on the part of any party, effective the date of the court order. CONTRACTOR agrees to comply with all Federal and Florida statutes, and all local ordinances, as applicable, relating to nondiscrimination. These include but are not limited to: 1) Title VI of the Civil Rights Act of 1964 (PL 88 -352) which prohibits discrimination on the basis of race, color or national origin; 2) Title IX of the Education Amendment of 1972, as amended (20 USC ss. 1681 -1683, and 1685- 1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended (20 USC s. 794), which prohibits discrimination on the basis of handicaps; 4) The Age Discrimination Act of 1975, as amended (42 USC ss. 6101 -6107) which prohibits discrimination on the basis of age: 5) The Drug Abuse Office and Treatment Act of 1972 (PL 92 -255), as amended, relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91 -616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd -3 and 290ee -3), as amended, relating to confidentiality of alcohol and drug abuse patient records; 8) Title VIII of the Civil Rights Act of' 1968 (42 USC s. et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC s. 1201 Note), as maybe amended from time to time, relating to nondiscrimination on the basis of disability; 10) Any other nondiscrimination provisions in any Federal or state statutes which may apply to COUNTY and CONTRACTOR to, or the subject matter of, this Agreement. 13. 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 deem necessary. This paragraph shall be incorporated by reference into any assignment or subcontract and any assignee or subcontractor shall comply with all of the provisions of this agreement. Unless expressly provided for therein, such approval shall in no manner or event be deemed to impose any additional obligation upon the board. 14. COMPLIANCE WITH LAW AND LICENSE RE UIREMENTS In providing all services /goods pursuant to this agreement, CONTRACTOR shall abide by all laws of the Federal and State government, ordinances, rules and regulations pertaining to, or regulating the provisions of, such services, including those now in effect and hereinafter adopted. Compliance with all laws includes, but is not limited to, the immigration laws of the Federal and State government. Any violation of said statutes, ordinances, rules and regulations shall constitute a material breach of this agreement and shall entitle the Board to terminate this Agreement. CONTRACTOR shall possess proper licenses to perform work in accordance with these specifications throughout the term of this Agreement. 7 15. DISCLOSURE AND CONFLICT OF INTEREST CONTRACTOR represents that it, its directors, principles and employees, presently have no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of services required by this contract, as provided in Sect. 112.311, et. seq., Florida Statutes. COUNTY agrees that officers and employees of the COUNTY recognize and will be required to comply with the standards of conduct for public officers and employees as delineated in Section 112.313, Florida Statutes, regarding, but not limited to, solicitation or acceptance of gifts; doing business with one's agency; unauthorized compensation; misuse of public position, conflicting employment or contractual relationship; and disclosure or use of certain information. Upon execution of this contract, and thereafter as changes may require, the CONTRACTOR shall notify the COUNTY of any financial interest it may have in any and all programs in Monroe County which the CONTRACTOR sponsors, endorses, recommends, supervises, or requires for counseling, assistance, evaluation, or treatment. This provision shall apply whether or not such program is required by statute, as a condition of probation, or is provided on a voluntary basis. COUNTY and CONTRACTOR warrant that, in respect to itself, it has neither employed nor retained any company or person, other than a bona fide employee working solely for it, to solicit or secure this Agreement and that it has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working solely for it, any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For the breach or violation of the provision, the CONTRACTOR agrees that the COUNTY shall have the right to terminate this Agreement without liability and, at its discretion, to offset from monies owed, or otherwise recover, the full amount of such fee, commission, percentage, gift, or consideration. 16. 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. 17. NOTICE REQUIREMENT Any notice required or permitted under this agreement shall be in writing and hand delivered or mailed, postage prepaid, to the other party by certified mail, returned receipt requested, to the following: FOR COUNTY Monroe County Sustainability & Projects IO2050 Overseas Highway, Ste. 245 Key Largo, FL 33037 and Monroe County Attorney FOR CONTRACTOR Earth Tech Enterprises Inc. 5425 Golden Gate Parkway STE 3 Naples, Florida 34116 Post Office Box 1026 Key West, FL 33041 -1026 18. TAXES COUNTY is exempt from payment of Florida State Sales and Use taxes. CONTRACTOR shall not be exempted by virtue of the COUNTY'S exemption from paying sales tax to its suppliers for materials used to fulfill its obligations under this contract, nor is CONTRACTOR authorized to use the COUNTY'S Tax Exemption Number in securing such materials. CONTRACTOR shall be responsible for any and all taxes, or payments of withholding, related to services rendered under this agreement. 19. TERMINATION A. 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 CA of either party to perform the obligations enumerated under this Agreement. L) R, Either of the parties hereto may cancel this agreement without cause by giving the other to party sixty (60) days written notice of its intention to do so with neither party having any further obligation under the terms of the contract upon termination. C. The COUNTY may at any time and for any reason terminatc CONTRACTOR', services and work at C()UNTY's convenience. Upon receipt of such notice_ CONTRACTOR sh<lll, ulrlcss the notice dircetti otherwise. immediately discontinue the wkork and placing, of orders for nlatcrials, facilities anti Supplics in connection with the performance of this Agreement. Upon such termination. CONTRACTOR shall he entitled to paylllent only as f0I10w's; ( I ) the actual cost of tllc work completed in conforimly with this Agreenlcllt; plus. (2) such ether costs actually incurred by Contractor and approved by the COUNTY: (3) plus ten percent { 10'% ) of the cost of the work referred to in subparagraph ( I ) above f overhead and profit. CONTRACTOR shall not be entitled to ally claim or claim of lien a'-ainst the COUNTY for any additional compensation or (J in the cVcnt of sue.h term Ilialloll alld payment. 20. 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. 21. 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 9 mediation prior to the institution of any other administrative or legal proceeding. Mediation proceedings initiated and conducted pursuant to this Agreement shall be in accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the circuit court of Monroe County. 22. SEVERABILITY If any term, covenant, condition or provision of this Agreement (or the application thereof to any circumstance or person) shall be declared invalid or unenforceable to any extent by a court of competent jurisdiction, the remaining terms, covenants, conditions and provisions of this Agreement, shall not be affected thereby; and each remaining term, covenant, condition and provision of this Agreement shall be valid and shall be enforceable to the fullest extent permitted co co 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 CA with a valid provision that comes as close as possible to the intent of the stricken provision. 23. ATTORNEY'S FEES AND COSTS LO COUNTY and CONTRACTOR agree that in the event any cause of action or administrative proceeding is initiated or defended by any party relative to the enforcement or interpretation of this A the prevailing party shall be entitled to reasonable attorney's fees and attorney's '0 fees, in appellate proceedings. Each party agrees to pay its own court costs, investigative, and out- CD of- pocket expenses whether it is the prevailing party or not, through all levels of the court system. 24. ADJUDICATION OF DISPUTES OR DISAGREEMENTS COUNTY and CONTRACTOR agree that all disputes and disagreements shall be attempted to be resolved by meet and confer sessions between representatives of 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. 25. COOPERATION In the event any administrative or legal proceeding is instituted against either party relating to the formation, execution, performance, or breach of this Agreement, COUNTY and CONTRACTOR agree to participate, to the extent required by the other party, in all proceedings, 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. 10 26. BINDING EFFECT The teens, 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. 27. AUTHORITY Each party represents and warrants to the other that the execution, delivery and performance of this Agreement have been duly authorized by all necessary COUNTY and corporate action, as required by law. 28. 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. 29. PRIVILEGES AND IMMUNITIES All of the privileges and immunities from liability, exemptions from laws, ordinances, and rules and pensions and relief, disability, workers' compensation, and other benefits which apply to the activity of officers, agents, or employees of any public agents or employees of the COUNTY, when performing their respective functions under this Agreement within the territorial limits of the COUNTY shall apply to the same degree and extent to the performance of such functions and duties of such officers, agents, volunteers, or employees outside the territorial limits of the COUNTY. 30. LEGAL OBLIGATIONS AND RESPONSIBILITIES This Agreement is not intended to, nor shall it be construed as, relieving any participating entity from any obligation or responsibility imposed upon the entity by law except to the extent of actual and timely performance thereof by any participating entity, in which case the performance may be offered in satisfaction of the obligation or responsibility. Further, this Agreement is not intended to, nor shall it be construed as, authorizing the delegation of the constitutional or statutory duties of the COUNTY, except to the extent permitted by the Florida constitution, state statute, and case law. 31. NON - RELIANCE BY NON - PARTIES No person or entity shall be entitled to rely upon the terms, or any of them, of this Agreement to enforce or attempt to enforce any third -party claim or entitlement to or benefit of any service or program contemplated hereunder, and the COUNTY and the CONTRACTOR agree that neither the COUNTY nor the CONTRACTOR or any agent, officer, or employee of either shall have the authority to inform, counsel, or otherwise indicate that any particular individual or group of individuals, entity or entities, have entitlements or benefits under this Agreement separate and apart, inferior to, or superior to the community in general or for the purposes contemplated in this Agreement. 11 32. 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. 33. NO PERSONAL LIABILITY No covenant or agreement contained herein shall be deemed to be a covenant or agreement of any member, officer, agent or employee of Monroe County in his or her individual capacity, and no member. officer, agent or employee of Monroe County shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. 34. EXECUTION IN COUNTERPARTS This Agreement may be executed in any number of counterparts, each of which shall be regarded as an original, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Agreement by signing any such counterpart. 35. SECTION HEADINGS Section headings have been inserted in this Agreement as a matter of convenience of reference only, and it is agreed that such section headings are not a part of this Agreement and will not be used in the interpretation of any provision of this Agreement. 35. 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 contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list." 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 of authorship. REMAINDER OF THIS PAGE PURPOSELY LEFT BLANK 04 to CD 12 Execution by the Contractor must be by a person with authority to bind the entity. SIGNATURE OF THE PERSON EXECUTING THE DOCUMENT MUST BE NOTARIZED AND WITNESSED BY ANOTHER OFFICER OF THE ENTITY. (SEAL) Attest: By= Deputy Clerk Date (SEAL) Attest: 8y: Print Name: Title: Date: BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA Mayor /Chairman EARTH TECH ENTERPRISES, INC. Prin Title: v Date: d STATE OF FLORIDA COUNTY OF G o (- t_ t E A On this day of 20 before me the undersigned notary public, personally appeared CVAt5r0(1i,GA - known to me to be the person whose name is subscribed above or who produced as identification, and acknowledged that he /she is the person who executed the above contract with Monroe County for one year four months of system operations and maintenance of air curt• sat .Canals 2 and 83 for the purposes therein contained. N tary Public 2r1 A-. n Print Name My commission expires: cC7'Gz— g BEft[�ARL r %!LU bE''J Notary PubEic - Slate of Pwidn ". My Co=i Expires Jun 22. 201e Seal Commission ft FT 134510 t - -, _„ ,� � �-.�- rte_- -• -- ._ - . 04 �a U to LO CD 13 EXHIBIT A O &M lnspection Fonns 04 L) to LO CD OPERATIONS AND MAINTENANCE SUMMARY REPORT Project: Air Curtain Installation EARTH TECH Water quality Improvement Projects ENTERPRISES Canal 4290, Big Pine Key, Monroe County, Fl. Canal# Prepared By: Date- Day: Report No: Weather Climate Conditions AM PM Low Temperature Partly Cloudy High Temperature Cloudy Wind Speed Windy Wind Directions Rain Sunny Weed Wrack Conditions Extent of weed wrack outside of curtain: Is it stagnant or migrating along the shoreline? Presence of weed wrack inside carat? If so, describe quantity, extent, and location: Other Details Summary Of Visit And Inspection Preventative Maintenance and Cleaning Activities Performed Warranty Items Addressed Unresolved Issues /Factors Contributing To Potential Operation Or Maintenance Issues Other Notes L8 0 L) M 06 0 8 Ca 04 ttt L) to CD � © ©0 ©OOOOmm ® ®m Weed Wrack Conditions Extent of weed wrack outside of curtain: Is it stagnant or migrating along the shoreline? Presence of weed wrack inside carat? If so, describe quantity, extent, and location: Other Details Summary Of Visit And Inspection Preventative Maintenance and Cleaning Activities Performed Warranty Items Addressed Unresolved Issues /Factors Contributing To Potential Operation Or Maintenance Issues Other Notes L8 0 L) M 06 0 8 Ca 04 ttt L) to CD Field Report and Check List Project Title Air Curtain Installation Water Quality Improvement Projects Canal 4290, Big Pine Key, Monroe County, FL Date: Time of Inspection: Canal No: Inspected By: Visual Inspections Site Conditions YES NO Correcting Actions Notes /Summary of Inspection Evidence of Damage Evidence of Vandalism Washouts /Uneven Ground Evidence of Leaks Excessive Trash /Debris Evidence of Weather Damage Electrical System Electrical Meter in Working Order Electrical Panel Locked Evidence of Exposed Wiring Wire Connections Weathertight Breakers Secure in Panel Box Damage or Vandalism Noted Controls Wind Vane in Working Order Wind Vane Cables Secure Wind Vane Pole Secure /Level Control Panel Locked Evidence of Damage to Control Panel Motor Starters, Components in Good Condition Aeration System Evidence of Damage to Compressor Cabinets Gauges Working Visible Wear on Olstons/Vanes Wiring in Secure, Good Condition Compressors Secure in Cabinet Evidence Loose or Broken Air Lines Remote Manifold Eines Secure /No Damage Diffusers Evidence of Base Movement c Relocation Evidence of Restricted Air Flow Loose Supply Tubing Debris on or Around Diffusers /Bases Build up of Fouling Media on Diffusers Diffuser Spacing As Per Design 04 0 U to Lt9 CD EARTH TECH ENTERPRISES Date: Weather Climate Law Temperawre High Temperature Wind Speed Wind Directions OPERATIONS AND MAINTENANCE SUMMARY REPORT Project - Air Curtain Installation Water Quality Improvement Projects Canal #83, Rock Harbor, Monroe County, FL Canal# Prepared 8y, Day, Report No: Conditions AM PM Partly Cloudy Cloudy Windy Rain Sunny ws[em Measurements Diffuser Line 1 2 3 4 5 6 7 8 9 10 11 12 13 14 Pressure Flow Weed Wrack Conditions Extent of weed wrack outside of curtain: is it stagnant or migrating along the shoreline? Presence of weed wrack inside canal? If so, describe quantity, extent, and location: Other Details Summary Of Visit And Inspection Preventative Maintenance and Cleaning Activities Performed Warranty Items Addressed Unresolved Issues /Factors Contributing To Potential Operation Or Maintenance Issues Other Notes L8 0 L) M 06 0 8 04 L) to L0 CD Field Report and Check List Project Title Air Curtain Installation Water Quality Improvement Projects Canal #83, Rock Harbor, Monroe County, FL Date- Time of Inspection: Canal No: Inspected By: Visual Inspections YES NO Correcting Actions Notes /Summary of Inspection Site Conditions Evidence of Damage Evidence of Vandalism Washouts /Uneven Ground Evidence of Leaks Excessive Trash /Debris Evidence of Weather Damage Electrical Svstem Electrical Meter in Working Order Electrical Panel Locked Evidence of Exposed Wiring Wire Connections Weathertight Breakers Secure in Panel Box Damage or Vandalism Noted Wind Vane in Working Order Wind�bies in Wind Vane Pole Secure /Level Control Panel Locked Evidence of Damage to Control Panel Motor Starters, Components in Good Aeration System Evidence of Damage to Compressor Cabinets Gauges Working Visible Wear on Olstons/Vanes Wiring in Secure, Good Condition Compressors Secure in Cabinet Evidence Loose or Broken Air Lines Remote Manifold Lines Secure /No Damage Diffusers Evidence of Base Movement or Relocation Evidence of Restricted Air Flow Loose Supply Tubing Debris on or Around Diffusers /Bases Build up of Fouling Media on Diffusers Diffuser Spacing As Per Design 04 0 U to U") CD