Item B02County off Monroe
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BOARD OF COUNTY COMMISSIONERS
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Mayor George Neugent, District 2
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Mayor Pro Tern David Rice, District 4
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Danny L. Kolhage, District I
Heather Carruthers, District 3
Sylvia J. Murphy, District 5
County Commission Meeting
October 18, 2017
Agenda Item Number: B2
Agenda Item Summary #3217
BULK ITEM: Yes DEPARTMENT: Project Management / Facilities
TIME APPROXIMATE: STAFF CONTACT: Alice Steryou (305) 292-4549
None
AGENDA ITEM WORDING: Approval of Third Amendment Second Renewal Agreement with
Sub -Zero, Inc. for A/C maintenance and repair services for the Lower Keys commencing
November 01, 2017, and terminating on October 31, 2018, and increases hourly rates. Ad valorem
funding.
ITEM BACKGROUND: The award agreement provided for two, one-year renewals. This is the
second renewal option for one year. This amendment includes the CPI-U adjustment of 2.1%, which
increases regular hourly rates for a mechanic from $85.60 to $87.40, and a mechanic plus helper
from $125.88 to $128.52. It also increases overtime hourly rates for a mechanic from $125.88 to
$128.52, and for a mechanic plus helper from $146.02 to $149.09.
PREVIOUS RELEVANT BOCC ACTION:
10-19-16 BOCC approved a Second Amendment First Renewal Agreement (Item C-34).
07-20-16 BOCC approved a First Amendment which increased total contract amount from
$70,000/yr to $120,000/yr (Item C-23).
10-21-15 BOCC awarded the Contract for A/C maintenance and repair services with Sub -Zero,
Inc. (Item D-52).
CONTRACT/AGREEMENT CHANGES:
Second renewal option of one year and CPI adjustment which increases hourly rates as noted.
STAFF RECOMMENDATION: Approval
DOCUMENTATION:
Sub -Zero Third Amendment Second Renewal Agreement (executed)
101916 SubZero Second Amendment First Renewal Agreement (Executed C-34)
072016 Sub -Zero 1st Amendment (Executed)
102115 Sub -Zero Award Agreement
FINANCIAL IMPACT:
Effective Date: 11/01/2017
Expiration Date: 10/31/2018
Total Dollar Value of Contract: $120,000.
Total Cost to County: $120,000.
Current Year Portion: $110,000
Budgeted: Yes
Source of Funds: 001-20501-530340, 147-20503-530340, 101-20505-530340
CPI: Yes
Indirect Costs: N/A
Estimated Ongoing Costs Not Included in above dollar amounts:
Revenue Producing: No
Grant: No
County Match: N/A
Insurance Required: Yes
Additional Details:
If yes, amount:
Increases the cost of HVAC repairs in the lower Keys by 2.1%. The actual effect depends on
how many repi airs are required. 2.1% of the full contract amount would bean additional
$2,520/year
08/16/17 001-20501 - FACILITIES MAINTENANCE
08/16/17 101-20505 -CORRECTION FACILITIES
08/16/17 147-20503 - UNINC PARKS & BEACHES
Total:
REVIEWED BY:
Kevin Wilson
William DeSantis
Patricia Eables
Budget and Finance
Maria Slavik
Kathy Peters
Board of County Commissioners
Completed
Completed
Completed
Completed
Completed
Completed
Completed
$105,000.00
$10,000.00
$5,000.00
$120,000.00
08/29/2017 12:10 PM
08/30/2017 10:37 AM
08/31/2017 2:21 PM
08/31/2017 2:27 PM
08/31/2017 2:29 PM
09/01/2017 12:16 PM
09/20/2017 9:00 AM
THIRD AMENDMENT SECOND RENEWAL AGREEMENT FOR
CENTRAL AIR CONDITIONING MAINTENANCE
AND REPAIR AT LOWER KEYS FACILITIES, N110NRQE COONTY, FLORIDA
This Third Amendment Second Renewal Agreement is made and entered into this 16"'
day of August, 2017, between MONO E COUNTY, FLORIDA ("COUNTY"), a political
subdivision of the State of Florida, whose address is 1100 Simonton Street, Key West, Florida
33040, and SUB -ZERO, INC. ("CONTRACTOR"), a Florida corporation, whose address is
6003 Peninsular Ave., #5, Key West, Florida 33040.
WHEREAS, the parties hereto did on October 21, 2015, - enter into an Agreement for
Central Air Conditioning Maintenance and Repair Services to County Lower Keys' Facilities
(hereinafter "Original Agreement"); and
WHEREAS, on July 20, 2016, the BOCC approved an increase in the contract amount
from $70,000/yr. to $120,000/yr.; and
WHEREAS, oil October 19, 2016, the BOCC approved the Second Amendment First
Renewal Agreement-, and
WHEREAS, the parties have found the Original Agreement as Amended to be mutually
beneficial and;
WHEREAS, the parties find it would be mutually beneficial to enter into this Third
Amendment Second Renewal Agreement; and
NOW THEREFORE, IN CONSIDERATION of the mutual promises and covenants
set forth below, the parties agree as follows:
L In accordance with Paragraph 3 of the Original Agreement, the County agrees:
a. Item 3E under Conti -act Amount, hourly rate for a mechanic shall increase from
$85.60 Lo $87.40 durijig norinal working hours 0f8:00 am to 5:00 par, Monday
through Friday, excluding holUkkys-, hourly rate for 21 mechanic Plus helper shall
increase front $125.88 to $128.52;
b. Item 3F_ tinder Contract AMOUrn., the overtime labor for a mechanic shall increase
frorn $ 125.88 to $128-52 for hours not stated above, including holidays and
facilities that conduct critical business; hOL12-ly rates fora mcchanic plus helper
shall increase froill $146.02 to $149,09;
2. In accordance with Paragraph 4 of the Original Agreement, the County:
a. Exercises the option to renew the Original Agreement for the second of the two
(2) optional one-year terms, This term will commence on November 01, 2017,
and terminate October 31, 2018; and
b, The Contract amount shall be adjusted ih accordance with the percentage change
in the U.S. Department of Commerce Consumer Price Index (CPI-U) for all
Urban C011SUMMI; as reported by the U.S. Bureau of Labor Statistics at December
31 of the previt)LIS year of 2.1%.
Except as set forth in paragraph I and 2 of this Third Amendment Second Renewal
Agreement, in all other respects, the terms and conditions set forth in the Original
Agreement as Amended remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have set their hands and seals the day and year
first above written,
(SEAL) BOARD OF COUNTY COMMISSIONERS
Attest: KEVIN MAK, CLERK OF MONROE COUNTY, FLORIDA
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Witnesses for
CONTRACTOR SUB-R-Q, INC.:
Signature
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Signature Of . ej'So a oror
legally bind SUB -ZERO, INC.
Date:
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Address: U_ �" q\1
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Telephone Number
NIOROE COUNTY ATTORNEY'$ OFFICE
PP OVED AS
PATRICIA EABLES
ASSISTANT COUNTY ATTORNEY
DATE:
AMY NEAVILIN, CPA
CLERK OF CIRCUIT COURT & COMPTROLLER
MONROE COUNTY, FLORIDA
DATE. December 13, 2016
TO: Doug Sposito, Director
Project Management
FROM. Cheryl Robertson Executive Aide to the Clerk of Court & Comptroller
At the October 19, 2016 Board of County Commissioner's meeting the Board granted approval and
execution of the following Item C34,Approval of Ist Renewal Amendment with Sub -Zero for Lower
.7%. The renewal term will commence on November 01, 2016 and ends on October 31, 2017. Labor
Costs Increase Regular Rates of Mechanic From $85.00 per hour to $85.60 per hour, mechanic plus
helper from $125.00 per hour to $125.88 per hour. Increase overtime rates of mechanic from $125.00
per hour to $125.88 per hour, mechanic plus helper from $145.00 per hour to $146.02 per hour.
Enclosed is a duplicate original qf'the above -mentioned for your handling. Should you have any
questions, please feel free to contact our office,
CC.' County Attorney
Finance
File
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
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This Second Amendment First Renewal Agreement is made and entered into this 19th
day of October, 2016, between MONROE COUNTY, FLORIDA ("COUNTY"), a political
c-ubdivision of the State of Florida, whose address is I 100 Simonton Street, Key West, Florida
33040, and SUB -ZERO, INC. ("CONTRACTOR"), a Florida corporation, whose address is
003 Peninsular Ave., 45, Key West, Florida 33040.
WHEREAS, the parties hereto did on October 21, 2015 enter into an Agreement for
Central Air Conditioning Maintenance and Repair Services to County Lower Keys Facilities
(hereinafter "Original Agreement"); and
WHEREAS, on July 20, 2016 the BOCC approved an increase in the contract amount,
from $70,000/yr. to $120,000/yr.; and
WHEREAS, the parties have found the Original Agreement as Amended to be mutually
beneficial and;
WHEREAS, the parties find it would be mutually beneficial to enter into this Second
Amendment and Renewal Agreement; and
NOW THEREFORE, IN CONSIDERATION of the mutual promises and covenants
set forth below, the parties agree as follows:
a. Item 3E under Contract A -mount, hourly rate for a mechanic shall increase from
$85.00 to $85.60 during normal working hours of 8:00 am to 5:00 pm, Monday
through Friday, excludholidays; hourly rate for a mecha
ingnic plus helper shall
increase from $125.00 to $125.88.
b. Item 3E under Contract Amount, the overtime labor shall increase from $125.00
to $125.88 for hours not stated above, including holidays and facilities that
conduct crcal business; hourly rates for a mechanic plus helper shall increase
from $145.00 to $t46.02.
a. Exercises the option to renew the Original Agreement for the first of the two (2)
optional one-year terms. This term will commence on November 01, 2016 and
terminate October 31, 2017; and
b. The amount shall be adjusted 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 at December 31 of
the previous
3. Except as set forth in paragraph I and 2 of this Second Amendment First Renewal
Agreement, in all other respects, the terms and conditions set forth in the Original
Agreement as Amended remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have set their hands and seals the day and year
first above written.
k'FAIM"onam
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'Jerk
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Witnesses for
CONTRACTOR SUR-,ZERO, INC.:
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Signature
Date
Signature
Date
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Sigiltulr—ek i;er.rn atWorizc(l to
legally bind SUB -ZERO, INC.
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Print Name an Title
Address: 6 (-)3 P"f � �') I M L k, L' q
Telephone Number
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FIRST AMENDMENT FOR
CENTRAL AIR CONDITIONING MAINTENANCE
AND REPAIR AT LOWER KEYS FACILITIES, MONROE COUNTY, FLORIDA
Tliis First Amendment is made and entered into thiCj V_ day of. jqj (Q 201),
between MONROE COUNTY, FLORIDA ("COUNTY"), a political subdivision h the State of
Florida, whose address is 1100 Simonton Street, Key West, Florida 33040, and SUB -ZERO,
INC. ("CONTRACTOR"), a Florida corporation, whose address is 6003 Peninsular Ave., #5,
Key West, Florida 33040.
WHEREAS, on October 21, 2015, the parties hereto entered into an Agreement for
Central Air Conditioning Maintenance and Repair Services at Lower Keys Facilities orime
County (hereinafter "Original Agreement") - and
WHEREAS, the Original Agreement states that the contract shall not exceed
$70,000,00/year unless prey proved emergency work requiring additional funds is implemented-,
and
WHEREAS, there has been unanticipated repairs and/or emergency work at various
locations, exhausting the annual agreement amount fortis year with 3 summer months
remaining; and
WHEREAS, the parties find it would be mutually beneficial to increase the annual
agreement amount by $50,000.00, from $70,000.00 to $120,000.00; and
NOW THEREFORE, IN CONSIDERATION of the mutual promises and covenants
set forth below, the parties agree as follows:
1. In accordance with Paragraph 3F of the Original Agreement, the Total Compensation to
CONTRACTOR under this Agreement shall not exceed ONE HUNDRED TWENTY
THOUSAND AND NO/1 00 DOLLARS ($120,000.00) unless pre -approved emergency work
requiring additional funds is implemented.
2. Except as set forth in paragraph I of this First Amendment Agreement, in all other respects,
the terms and conditions set forth in the Original Agreement as Amended remain in full force
and effect.
IN WITNESS WHEREOF, the parties hereto have set their hands and seals the day and year
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Date: LP
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CONTRACTOR SUB -ZERO, INC.;
Signature
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legally bind SUB -ZERO, INC.
Date: q — 3._ ( 6,
Address:
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Telephone Number
MONROE COUNTY ATTORNRR EY
VED AS TO FORM
_dHRIS AMBROSIO
ASSOTANT COUNTY.A ORNEY
Date:
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DATE.- October 27, 2015
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Volrom
AMY HEAVIIIN, CPA
CLERK OF CIRCUIT COURT & COMPTROLLER
MONROE COUNTY, FLORIDA
Doug Sposim, Director
Alice qteryou
Cheryl Robertson Executive Aide to the Clerk of'Court & Comptroller
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At
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the October 21, 2015 Board of County Commissioner's meeting the Boa'ord granted approval and 0
execution of the following Items: E
D50 Approval to exercise the second option to renew the contact with Air Mechanical & Service
Corp. for a full maintenance program for the two centrifugal chillers at Jackson Square.
E
D51 Approval to exercise the second option to renew the contract with Culver's Cleaning Company 4)
2!
for Janitorial Services at Veteran's Memorial Park Restrooms, Little Duck Key, Monroe County, This
contract is funded in full by Tourist Development Funds.
'a
D52 Approval to award bid and execute a contract with Sub Zero, Inc., for Lower Keys facilities
central air conditioning maintenance and repair, 0.
D55 Approval to execute an Interlocal Agreement with the City of Marathon for utilization of the n
County meeting room in Marathon for 24 City Council meetings cc
D56 Approval of First Renewal, Second Amendment Agreement with Stockton Maintenance Group, N
Inc. (SMG) for janitorial services at the May Hill Russell Library and Department of Juvenile Justice
Building, second floor.
E
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
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
AGREEMENTFOR
CENTRAL AIR CONDITIONING MAINTENANCE
AND REPAIR AT LOWER KEYS FACILITIES, MONROE COUNTY FLORID
This Agreement is made and entered into this day •
2015, between MONROE COUNTY, FLORIDA • a political subdivisi
of the State of Florida, whose address is I 100 Simonton Street, Key West, Florida 3 3 04
and SUB -ZERO, INC. ("CONTRACTOR"), a Florida corporation, whose address
6003 Peninsular Ave., #5, Key West, Florida 33040. •
rot"1111 M.211"twil"Al Niel [W-101481
WHEREAS, CONTRACTOR desires and is able to provide central air
conditioning maintenance and repair services to the COUNTY Lower Keys Facilities;
and
WHEREAS, it serves a legitimate public purpose for CONTRACTOR to provil
central air conditioning maintenance and repair services to the COUNTY Lower Ke,"
Facilities, now therefore,
IN CONSIDERATION of the mutual promises and covenants contained herein,
it is agreed as follows:
The Agreement consists of this document, the bid documents, exhibits, and any
addenda only.
2. SCOPE OF THE WORK
A. Routine repairs and maintenance of all central air conditioning units in the
COUNTY Lower Keys Facilities as needed.
B. Emergency repairs of all central air conditioning units in the COUNTY
Lower Keys facilities. The CONTRACTOR shall be available 24 hours per day, 365
days per year to perform these services. The CONTRACTOR shall be at the site for
performance oft e service or repair of a COUNTY Lower Keys Facility air conditioning
unit within three (3) hours of verbal or written notification by the COUNTY. The
CONTRACTOR shall provide the COUNTY with an after-hours contact person and
phone number. The COUNTY, upon award of the contract, shall provide a contact
person and phone number for building and equipment access.
C. The CONTRACTOR shall have access to a supply of all parts and controls
normally necessary forte emergency repairs of all COUNTY central air conditioning
units so that such emergency repairs will be completed within 48 hours of notification by
the COUNTY.
D. The COUNTY shall reimburse the CONTRACTOR for the
Manufacturer's invoice • • all parts and materials (excluding freight, tax, services
supplied by others and equipment rental), plus percentage indicated in section 3D of this
Agreement, that are .• in the repair •.... • county maintained central air conditioning
units. Manufacturer's invoice must accompany all requests for payment. All parts and
materials shall be of equal or greater quality as compared to existing parts and materials
in use.
On all orders that 'require shipping or transportation of parts or materials
whether the part is under warranty or not, freight invoices must also accompany requests
for payment.
E. In the event of a major component failure or system breakdown, the
COUNTY, when deemed as an emergency situation, shall have the option to request from
the CONTRACTOR only, a proposal/quote for replacement equipment in an amountthat
could exceed Five Thousand Dollars ($5,000.00). Any proposal over $5,00.00 up to and
including $10,000.00 must be approved and signed y the Division Director and/or the
County Administrator. Any proposal over $10,000.00 up to and including $49,999.99
must be approved and signed byte Division Director and the County Administrator.
F. The Lower Keys facilities to be serviced by the CONTRACTOR shall
include, but shall not be limited to, the following:
KEY WEST COURTHOUSE
Jackson Square Complex, 500 Whitehead Street, Key West
MONROE COUNTY COURTHOUSE ANNEX, a/k/a JUDGE JEFFERSON
B. BROWNE COURTROOM COMPLEX (including 1986 Jail Addition)
Jackson Square Complex, 510 Whitehead Street, Key West
J. LANCELOT LESTER JUSTICE BUILDING
INCLUDING CLERK'S
Jackson Square Complex, 530 Whitehead Street, Key West
FREEMAN JUSTICE CENTER
302 Fleming Street, Key West
JUVENILE DETENTION
500 Whitehead Street, Key West
KEY WEST LIBRARY (MAY HILL RUSSELL LIBRARY)
700 Fleming Street, Key West
GATO BUILDING
1100 Simonton Street, Key West
HARVEY GOVERNMENT CENTER
100 Truman Avenue, Key West
HARVEY CENTER NUTRITION SITE
1200 Truman Avenue, Key West
TAX COLLECTORIDMV OFFICES
339 South Roosevelt Boulevard, Key West
MONROE COUNTY DETENTION FACILITY
5501 College Road, Key West
STOCK ISLAND FIRE STATION
5655 McDonald Avenue, Stock Island, Key West
BERNSTEIN PARK HOUSE/ROAD DEPARTMENT
6751 Fifth Street, Stock Island, Key West
BAYSHORE MANOR
5200 College Road, Key West
BIG COPPITT FIRE STATION
28 Emerald Drive, Big Coppitt Key
SHERIFF'S SUB -STATION
US Highway 1, Cudjoe Key
BIG PINE KEY FIRE STATION
390 Key Deer Boulevard, Big Pine Key
BIG PINE KEY LIBRARY (one-story CBS Building)
Big Pine Key Shopping Center, Big Pine Key
TAX COLLECTOR/SHERIFF'S OFFICE
Big Pine Key Shopping Center, Big Pine Key
HOUSE AT BIG PINE KEY PARK (formerly OLD MARINER'S RESORT)
31009 Atlantis, Big Pine Key
BIG PINE KEY PARK COMMUNITY CENTER
31009 Atlantis, Big Pine Key
The CONTRACTOR shall be responsible to obtain any necessary permits during
the to of this contract in order to perform the services and scope of work in this
Agreement.
3. 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; payment will be made after delivery and inspection by COUNTY
and upon submission of 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 the on -site 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. COUNTY shall pay the actual cost of parts, materials and refrigerants,
excluding freight, equipment rental, tax amounts, and services supplied by others
purchased from the manufacturer plus 25 — % to fulfill the obligations of the
Contract. Freight, equipment rental, tax amounts, equipment rental amounts and services
supplied by others shall be reimbursed for amounts charged. A manufacturer's invoice
must accompany all requests for payment. Freight invoices must accompany all orders
that require shipping or transportation of parts whether the part is under warranty or not
(see section 2.13 above).
E. The cost of the CONTRACTOR's labor used to fulfill the obligations of
this maintenance and services Agreement are calculated using the unit prices set forth in
the CONTRACTOR's proposal as follows:
Labor — Normal working hours of 8:00 a.m. to 5:00 p.m. Monday through
Friday, excluding holidays:
Overtime rate for hours other than the normal working hours as
stated above, including holidays:
Such costs must be documented for each repair and/or maintenance job and included with
all Applications for Payment.
Refrigerants evacuation and disposal shall be a part of the CONTRACTOR's rate,
and shall not be billed as an additional item. Contractor shall provide all Refrigerants
weight and compliance reports as per EPA refrigerant recycling regulations under section
608 of the Clean Air Act and amendments.
The air conditioning units are to be maintained and installed at the COUNTY
Lower Keys Facilities. Window and portable units may, from time to time, be submitted
for analysis for economical repair. If the CONTRACTOR deten-nines that the unit is
economically repairable, the CONTRACTOR will submit an estimate for repair to the
COUNTY representative, who, at his discretion, may have the CONTRACTOR repair the
window or portable unit in keeping with the estimate.
Contractor shall submit with all invoices the Application for Payment form
attached.
There are no additional costsfor travel, mileage, meals, or lodging.
F. Total Compensation to CONTRACTOR under this Agreement shall not
exceed SEVENTY THOUSAND AND NO1100 DOLLARS ($70,000.00) unless pre -
approved emergency work requiring additional funds is implemented.
4. TERM OF AGREEMENT
This Agreement shall commence on November 01 , 2015 and ends upon
October 31, 2016 unless terminated earlier under paragraph 18 of this Agreement.
The COUNTY shall have the option to renew this Agreement for up to an additional
two (2) one year periods at terms and conditions mutually agreeable to the parties,
4
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Unless the context clearly indicates otherwise, references to the "term" of this Agreeme
shall mean the initial term of one
The Contract amount may be adjusted annually in accordance with the percentage
change in the U.S. Department of Commerce Consumer Price Index (CPl-U) for all
Urban Consumers as reported by the U.S. Bureau of Labor Statistics at December 31 of
the previous year using the most recently published indicator.
5. ACCEPTANCE OF CONDITIONS BY CONTRACTOR
CONTRACTOR has, and shall maintain throughout the term of this Agreement,
appropriate licenses. Proof of such licenses shall be submitted to the COUNTY upon
execution of this Agreement.
6. 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
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 See.
55.03, FS, running from the date the monies were paid to CONTRACTOR.
7. PUBLIC ACCESS
The COUNTY and CONTRACTOR shall allow and permit reasonable access to, and
inspection of, all documents, papers, letters or other materials in its possession or under
its control subject to the provisions of Chapter 119, Florida Statutes, and made or
received by the COUNTY and CONTRACTOR in conjunction with this Agreement; and
the COUNTY shall have the right to unilaterally cancel this Agreement upon violation of
this provision by CONTRACTOR.
8. 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, and (iii) any costs or expenses
that may be asserted against, initiated with respect to, or sustained by, any indemnified
party by reason of, or in connection with, (A) any activity of CONTRACTOR or any of
its employees, agents, sub -contractors or other invitees during the term of this
AGREEMENT, (B) the negligence or recklessness, intentional wrongful misconduct,
errors or other wrongful act or omission 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
61
the extent the claims, actions, causes of action, litigation, proceedings, costs or expenses
arise from the intentional or sole negligent acts or omissions of the COUNTY or any of
its employees, agents, contractors or invitees (other than CONTRACTOR). Insofar as
the claims, actions, causes of action, litigation, proceedings, costs or expenses relate to
events or circumstances that occur during the term of this 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
-V*v*y wi�af-Hm am2se R)i- iA-r9vm4iute tf
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 LIABILTIY INSURANCE.
Where applicable, coverage to it for all employees at a minimum statutory limits as
required by Florida Law.
COMPREHENSIVE 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 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.
COMMERCIAL GENERAL LIABILITY. Commercial general liability coverage with
limits of liability of not less thati S300. 000. 00 combined single limit for Bodily Injury
Liability and Property Damage Liability.
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
- . +_ liew certificate shall be endorsed with a yrovision 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.
J1 -C T, r#TVTy_z IVAIA)i 4IF tLi # UNT2C 1,7�3�1 INVA S JIT16T ZE PftXEJ� *irA1J411L_1�L
AS ADDITIONAL INSURED ON ALL POLICIES EXCEPT WORKER'S
CO.MPENSA TION.
9. NON -WAIVER OF IMMUNITY
Notwithstanding the provisions of Section 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 be required
to contain any provision for waiver.
M
10. 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, subcontractors, servants, or agents to be
employees of the Board of County Commissioners of Monroe County.
11. NONDISCRIMINATION
MATI I I to] 1 11) Eli I I I
I ago
in any Federal or state statutes which may apply to COUNTT an,&COT1TJWkU1
the subject matter of, this Agreement.
12. 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
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.
13. COMPLIANCE WITH LAW AND LICENSE REOUIREMENTS
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
. 7
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.
14. DISCLOSURE AND CONFLICT OF INTEilE ST
CONTR-ACTOR 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.
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.
15. NO PLEDGE OF CREDIT
CONTRACTOR shall not pledge the COUNTY's credit or make it a guarantor of
payment or surety for any contract, debt, obligation, judgment, lien, or any form of
indebtedness. CONTRACTOR further warrants and represents that it has no obligation
or indebtedness that would impair its ability to fulfill the terms of this Agreement.
16. 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
r-equested, to the following:
Monroe County
Doug Sposito, Director
Public Works Facilities Maintenance
1100 Simonton Street
Key West, Fl, 3 3 040
and
FOR CONTRACTOR:
SUB -ZERO INC.
.6003 Peninsular Ave # 5
�7-�
Post Office Box 1026
Key West, FL 33041-1026
17. 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.
18. 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 of either party to perform the obligations enumerated under this
Agreement.
B. 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.
19. 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.
20. 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
6wkw^4- at m-v�ft Itie -eif W Cuii�str k* ik,
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.
21. 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 tenns, covenants, conditions
and provisions of this Agreement, shall not be affected thereby; and each remaining term,
covenant,, condition and provision of this Agreement shall be valid and shall be
enforceable to the fullest extent permitted by law unless the enforcement of the remaining
ternis, 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 provision.
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22. ATTORNEY'S FEES AND COSTS
The COUNTY and CONTRACTOR agree that in the event any cause of action (M
administrative proceeding is initiated or defended by any party relative to t
enforcement or interpretation of this Agreement, the prevailing party shall be entitled
reasonable attorney's fees and court costs as an award against the non -prevailing part
and shall include attorney's fees and courts costs in appellate proceedings. I
P-3. ADJUDICATION % 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
rnecting 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.
24. COOPERATION
In the event any administrative or legal proceeding is instituted against either party
relatim4 to the formation, execution, performance, or breach of this Agreement,
COU��TY and CONTRACTOR agree to participate, to the extent required by the other
in all (troceedings_h.Qar�hy- - processes_MIQ "n,,� , 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.
25. 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.
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.
27. 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.
28. PRIVILEGES AND IMMUNITIES
A 1 11 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
10
employees of the COUNTY, when performing their respective functions under this
Agreement within the territorial limits of the COUNTY shall apply to the same degrer.
and extent to the performance of such functions and duties of such officers, agents,
volunteers, or employees outside the territorial limits of the COUNTY.
29. LEGAL OBLIGATIONS AND RESPONSIBILITIES
This Agreement is not intended to, nor shall it be construed as, relieving a
participating entity from any obligation or responsibility imposed upon the entity by la
a 11
except to the extent of actual and timely performance thereof by any participating entit
in which case the perfort-nance may be offered in satisfaction of the obligation
responsibility. Further, this Agreement is not intended to, nor shall it be construed a
authorizing the delegation of the constitutional or statutory duties of the COUNT
except to the extent permitted by the Florida constitution, state statute, and case law.
30. NON -RELIANCE BY NON-PARTIES
No person or entity shall be entitled to rely upon the terms, or any of them, of th
Agreement to enforce or attempt to enforce any third -party claim or entitlement to
benefit of any service or program contemplated hereunder, and the COUNTY and t
CONTRACTOR agree that neither the COUNTY nor the CONTRACTOR or any age
officer, or employee of either shall have the authority to inform, counsel, or otherwi
indicate that any particular individual or group of individuals, entity or entities, ha
entitlements or benefits under this Agreement separate and apart, inferior to, or superi
to the community in general or for the purposes contemplated in this Agreement.
KFMIII��Klw
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.
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.
33. EXECUTION IN COUNTERPARTS '
This Agreement may be executed in any number of counterparts, each of which shall
be regarded as an ornal, 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.
34. 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.
III
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
161111 amount i rovided in Section 287.017 1 for CATEGORY TWO for a period of
go III)IIIINN Itu Iful lu-Kenlywaimma"IfrAl 0
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.
37. INCORPORATION OF BID DOCUMENTS
The terms and conditions of the bid documents are incorporated by reference in this
contract agreement.
38. ANNUAL APPROPRIAT101",
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 whichthis 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.
X
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
is shall, without proof or accounting forte other counterparts, be deemed an
original contract.
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Witnesses for
CONTRACTOR SUB -ZERO, INC.:
Signature
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Mayo�
Date: /0/2-/ � 15
Sig latt'll f peNoM! horized to
legally bind SUB -ZERO, INC.
Date: (n 6 6
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Print Name and Title
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Telephone Number
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DATE:
ARRIVAL TIME:
LOCATION:
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PARTS AND MATERIALS COSTS
ITEM DESCRIPTION UNIT PRICE QUANTITY SUB -TOTAL
1
2
3
4
5
PARTS, MATERIALS & REFRIGERANTS SUB -TOTAL
% INCREASE ON ABOVE PARTS, MATERIALS & REFRIGERANTS
FREIGHT CHARGE
TAX CILARGES
PARTS, MATERIALS & REFRIGERANTS TOTAL
LABOR AND EQUIPMENT COSTS
HOURS @ $ SUB -TOTAL $
HOURS @ $ SUB -TOTAL $
LABOR & EQUIPMENT TOTAL
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TOTAL
DESCRIPTION OF WORK
Date Authorized Signature / Title
Contractor must provide a copy of Invoice/Receipts for manufacturer's cost of parts, materials &
Refrigerants, freight for transportation/shipping costs, equipment rental amounts and services
supplied by others.
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