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Item F02BOARD OF COUNTY COMMISSIONERS County of Monroe A Mayor Heather Carruthers, District 3 f T$ne Florida Keys (, S �� Mayor Pro Tem George Neugent, District 2 t� ) ��` �� �' Danny L. Kolhage, District 1 David Rice, District 4 Sylvia J. Murphy, District 5 County Commission Meeting November 22, 2016 Agenda Item Number: F2 Agenda Item Summary #2239 BULK ITEM: Yes DEPARTMENT: Project Management / Facilities TIME APPROXIMATE: STAFF CONTACT: Doug Sposito (305) 292 -4416 None AGENDA ITEM WORDING: Approval to exercise the first option to renew the contract with Air Mechanical & Service Corp. for central air conditioning maintenance and repairs at Middle Keys facilities. Labor costs increase for regular hourly rates of mechanic from $78.00 to $78.55 and mechanic plus helper from $110.00 to $110.77. Increase overtime hourly rates of mechanic from $110.00 to $110.77 and mechanic plus helper from $160.00 to $161.12. ITEM BACKGROUND: The current contract with Air Mechanical & Service Corp. terminates November 30, 2016, but provides for two (2) one -year renewal options PREVIOUS RELEVANT BOCC ACTION: On November 17, 2015, the BOCC awarded the bid and contract with Air Mechanical & Service Corp. for Middle Keys facilities central air conditioning maintenance and repair. CONTRACT /AGREEMENT CHANGES: Contract will commence December 1, 2016 and terminate November 30, 2017. Increase in costs by CPI -U of .7% STAFF RECOMMENDATION: Approval DOCUMENTATION: 111715 Executed Bid Award AMSCO MK AC Item F -25 Air Mechanical & Service Corp. _1st Renewal Amendment Agreement (final approved) FINANCIAL IMPACT: Effective Date: 12/01/2016 Expiration Date: 11/30/2017 Total Dollar Value of Contract: $70,000 per year Total Cost to County: $70,000 per year Current Year Portion: $58,333.40 Budgeted: Yes Source of Funds: 001 - 20501 - 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: 11/22/16 001 -20501 - FACILITIES MAINTENANCE 11/22/16 101 -20505 -CORRECTION FACILITIES Total: $55,000.00 $15,000.00 $70,000.00 REVIEWED BY: Doug Sposito Completed 11/02/2016 9:48 AM Patricia Eables Completed 11/03/2016 10:22 AM Budget and Finance Completed 11/03/2016 10:45 AM Maria Slavik Completed 11/03/2016 11:02 AM Kathy Peters Completed 11/03/2016 12:08 PM Board of County Commissioners Pending 11/22/2016 9:00 AM AGREEMENT FOR CENTRAL AIR CONDITIONING MAINTENANCE AND REPAIR— MIDDLE KEYS FACILITIES MONROE COUNTY FLORIDA This Agreement is made and entered into this jj� of rJ�J f rn A &L , 2015, between MONROE COUNTY, FLORIDA ( "COUNTY "), a political subdivision of the State of Florida, whose address is 1100 Simonton Street, Key West, Florida 33040, Air Mechanical & Service Corp. ( "CONTRACTOR "), a Florida corporation, whose address is 2700 Avenue of the Americas, Englewood, Florida 34224. WHEREAS, COUNTY desires to provide central air conditioning maintenance and repair services to COUNTY Middle Keys Facilities;: and WHEREAS, CONTRACTOR desires and is able to provide central air conditioning maintenance and repair services to COUNTY Middle Keys Facilities; and WHEREAS, it serves a legitimate public purpose for CONTRACTOR to provide central air conditioning maintenance and repair services to COUNTY Middle Keys Facilities, 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. Routine repairs and requested maintenance of all county maintained central air conditioning units in the Middle Keys area. B. Emergency repairs of all county maintained central air conditioning units in the Middle Keys area. The CONTRACTOR shall be available 24 hours per day, 365 days per year. The CONTRACTOR shall be at the site of an air conditioning malfunction within three (3) hours of verbal or written notification by the COUNTY. The CONTRACTOR shall provide 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 for the emergency repairs of all county maintained 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 cost of all parts and materials (excluding freight, tax, services supplied by others and equipment rental), plus percentage indicated in section 3C of this agreement, that are used in the repair of all 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 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 written estimate a for replacement equipment in an amount that could exceed Five Thousand Dollars ($5,000). Any written estimate over $5,000 up to and including $10,000 must be approved and signed by the Division Director and /or the County Administrator. Any written estimate over $10,000 up to and including $49,999.99 must be approved and signed by the Division Director and the County Administrator. F. The facilities are located throughout the MIDDLE Keys area. Buildings to be serviced shall include, but shall not be limited to, the following: SHERIFF SUB - STATION /TAX COLLECTOR'S OFFICES 3103 Overseas Highway, Marathon MARATHON COURTHOUSE 3117 Overseas Highway, Marathon CLERK OF COURT . 3117 Overseas Highway, Marathon PUBLIC WORKS /COUNTY OFFICES 10600 Aviation Boulevard, Marathon GARAGE FACILITIY and ENGINEERING DEPT. 10600 Aviation Boulevard, Marathon COMMUNICATONS TRAILER 10600 Aviation Boulevard, Marathon ANIMAL SHELTER 10550 Aviation Boulevard, Marathon CONCH KEY FIRE STATION Overseas Highway, Conch Key TEMPORARY COURTROOM MM 48.5 Overseas Highway, Marathon MARATHON JAIL 3981 Ocean Terrace, Marathon GEORGE DOLEZAL LIBRARY 3251 Overseas Highway, Marathon MARATHON GOVERNMENT CENTER ANNEX 49063 d Street, Ocean, Marathon MONROE REGIONAL SERVICE CENTER 2798 Overseas Highway, Marathon RUTH IVINS CENTER 3333 Overseas Highway, Marathon MARATHON STATE ATTORNEY/PUBLIC DEFENDER 4695 Overseas Highway, Marathon MEDICAL EXAMINER 56639 Overseas Highway, Crawl Key 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 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. 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 2.13.). E. The cost of labor used by the contractor to fulfill the obligation of the Contract will be calculated using the unit prices set forth in the Contractor's bid as follows: Labor — Normal working hours of 8:00 a.m. to 5:00 p.m. Monday through Friday, excluding holidays: $ 78.00 per hour, mechanic $ 110.00 per hour, mechanic plus helper Overtime rate for hours other than the normal working hours as stated above, including holidays: $ 110.00 per hour, mechanic $ 160.00 per hour, mechanic plus helper 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 to be maintained are installed at County Facilities located throughout the Lower Keys. Window and portable units may, from time to time, be submitted for analysis for economical repair. If the Contractor finds that the unit is economically repairable, the Contractor will submit an estimate for repair to the Owner. The Owner may, at his discretion, 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 costs for travel, mileage, meals, or lodging. F. Total Compensation to CONTRACTOR under this Agreement shall not exceed SEVENTY THOUSAND AND NO /100 DOLLARS ($70,000.00) unless pre- approved emergency work requiring additional funds is implemented. 4. TERM OF AGREEMENT This Agreement shall commence on December 01 , 2015 and ends upon November 30 , 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, 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 one (1) year. 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 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 Sec. 55.03, FS, running from the date the monies were paid to CONTRACTOR. 7. 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. 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 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 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 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 LIABILTIY INSURANCE. Where applicable, coverage to apply for all employees at 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 than ,���0 0300.00 per occurrence 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 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 ONALL POLICIES EXCEPT WORKER'S COMPENSATION. 9. 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 be required to contain any provision for waiver. 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 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. 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 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 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 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. 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 contract. 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 requested, to the following: F OR COUNTY Monroe County Public Works Facilities Maintenance 1100 Simonton Street Key West, Fl. 33040 and FOR CONTRACTOR Air Mechanical & Service Corp. 2700 Avenue of the Americas Englewood, Florida 34224 Monroe County Attorney 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 issue shall be submitted to 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. 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 terms, covenants, conditions and provisions of this Agreement, shall not be affected thereby; and each remaining term, covenant, condition and provision of this Agreement shall be valid and shall be enforceable to the fullest extent permitted by law unless the enforcement of the remaining terms, covenants, conditions and provisions of this Agreement would prevent the accomplishment of the original intent of this Agreement. The COUNTY and CONTRACTOR agree to reform the Agreement to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. 22. ATTORNEY'S FEES AND COSTS COUNTY and CONTRACTOR agree that in the event any cause of action or administrative proceeding is initiated or defended by any party relative to the enforcement or interpretation of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees and attorney's fees, in appellate proceedings. Each party agrees to 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. 23. 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. 24. 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. 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. 26. 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. 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 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. 29. 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. 30. 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. 31. 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. 32. 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. 33. 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. 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. 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 37. INCORPORATION OF BID DOCUMENTS The terms and conditions of the bid documents are incorporated by reference in this contract agreement. 38. 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, without proof or accounting for the other counterparts, be deemed an original contract. BOARD OF COU — Y COMMISSIONERS aAVILIN, CLERK OF MONROE CC)t'. N 4;k lerk May ///7//,5 Date: I III71l Wine yes C N'FIZACTOR: "ignattre Larry Dalton Nov. 11, 2015 Date ra Sigt azure 'an Donoho 7 Nov.11, 2015 Signature of person authorized to legally bind Corporation Date: November 11 , 2015 Mark Castellano Vice President, Branch Manager Print Name and Title 2700 Avenue of the Americas Address: Englewood, FL 34224 ( 941) 475-3715 Telephone Number Date APPLICATION FOR PAYMENT DETAILS DATE: ARRIVAL TIME: LOCATION: ITEM DESCRIPTION I DEPARTURE TIME: PARTS AND MATERIALS COSTS UNIT PRICE QUANTITY SUB -TOTAL 3 4 5 REFRIGERANTS COST LBS OF @ PER POUND PARTS, MATERIALS & REFRIGERANTS SUB -TOTAL INCREASE ON ABOVE PARTS, MATERIALS & REFRIGERANTS FREIGHT CHARGE TAX CHARGES e „ PARTS, MATERIALS & REFRIGERANTS TOTAL LABOR AND EQUIPMENT COSTS HOURS @ $ HOURS @ $ LABOR & EQUIPMENT TOTAL SUB -TOTAL $ SUB -TOTAL $ _ _ TOTAL DESCRIPTION OF WO 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. FIRST RENEWAL AMENDMENT AGREEMENT FOR CENTRAL AIR CONDITIONING MAINTENANCE AND REPAIR — MIDDLE KEYS FACILITIES, MONROE COUNTY, FLORIDA This First Renewal Amendment Agreement is made and entered into this _ day of , 2016, between MONROE COUNTY, FLORIDA ( "COUNTY "), a political subdivision of the State of Florida, whose address is 1100 Simonton Street, Key West, Florida 33040, and Air Mechanical & Service Corp. ( "CONTRACTOR "), a Florida corporation, whose address is 2700 Avenue of the Americas, Englewood, Florida 34224. WHEREAS, the parties hereto on November 17, 2015, entered into an Agreement for Central Air Conditioning Maintenance and Repair Services to County Middle Keys Facilities (hereinafter "Original Agreement "); and WHEREAS, the parties have found the Original Agreement to be mutually beneficial and; WHEREAS, the parties find it would be mutually beneficial to enter into this First Renewal Amendment Agreement; and NOW, THEREFORE, IN CONSIDERATION of the mutual promises and covenants set forth below, the parties agree as follows: 1. In accordance with Paragraph 3 of the Original Agreement: a. Item 3E under Payments to Contractor, the hourly rate for a mechanic shall increase from $78.00 to $78.55 and for a mechanic plus helper the hourly rate shall increase from $110.00 to $110.77, during normal working hours of 8:00 am to 5:00 pm, Monday through Friday, excluding holidays; and b. Item 3E under Payments to Contractor, the overtime labor hourly rate shall increase from $110.00 to $110.77 and for a mechanic plus helper the hourly rate shall increase from $160.00 to $161.12, for hours other than the normal working hours as stated above, including holidays. 2. In accordance with Paragraph 4 of the Original Agreement: a. The County exercises the option to renew the Original Agreement for the first of the two (2) optional one -year terms. This term will commence on December 01, 2016, and terminate November 30, 2017; and b. The contract 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 year of .7 %. 3. In accordance with Paragraph 2D of the Original Agreement, the language is hereby revised to reflect "Section D" of the Original Agreement as the correct paragraph for the percentage payment on a manufacturer's invoice cost rather than Section 3C. 4. In accordance with Paragraph 7 (Public Access) of the Original Agreement, 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. 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. IF THE CONTRACT_ OR 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 PHONE# 305- 292 -3470 BRADLEY- BRIANQMONROECOUNTY- FL.GOV MONROE COUNTY ATTORNEY'S OFFICE, 1111 12 STREET, SUITE 408, KEY WEST, FL 33040., Except as set forth above in this First Renewal Amendment Agreement, in all other respects, the terms and conditions set forth in the Original Agreement shall 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) Attest: AMY HEAVILIN, CLERK By: By: Deputy Clerk BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA Date: Mayor Date: CONTRACTOR: AIR MECHANICAL & SERVICE CORP. Witnesses for CONTRACTOR: Signature Signature of person authorized to legally bind Corporation Date: MONROE COUNTY ATTORNEY'S OFFICE POVED M PATRICIA EAGLES ASSIST NT COU A DATE: [ Print Name Date Print Name and Title Signature Address: Telephone Number Print Name Date APPLICATION FOR PAYMENT DETAILS DAT ARRIVAL TIME: CONTRACTOR: DEPARTURE TIME: LOCATION: PARTS AND MATERIALS COSTS * ITEM DESCRIPTION UNIT PRICE QUANTITY SUB-TOTAL 2 3 4 REFRIGERANTS COST_ LBS OF _ @ _ PER POUND PARTS, MATERIALS & REFRIGERANTS SUB-TOTAL % INCREASE ON ABOVE PARTS, MATERIALS & REFRIGERANTS FREIGHT CHARGE 110. F.1 I C61 PARTS, MATERIALS &REFRIGERANTS TOTAL V. LABOR AND EQUIPMENT COSTS HOURS @ $ SUB-TOTAL $ HOURS @ $ SUB-TOTAL $ LABOR & EQUIPMENT TOTAL It-OKIP 9 DESCRIPTION OF WORK Date Authorized Signature / Title Contractor must provide a copy of lnvoice,Receipts for manufacturer's cost of parts, materials & Refrigerants, freight for transportation/shipping costs, equipment rental amounts and services supplied by others.