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Item C29
BOARD OF COUNTY COMMISSIONERS AGENDA ITEM SUMMARY Meeting Date: February 20, 2013 Division: Public Works Bulk Item: Yes X No _ Department: Facilities Maintenance Staff Contact Person: Dent Pierce/292-4560 AGENDA ITEM WORDING Approval to amend and exercise first option to renew the contract with Master Mechanical Services, Inc. for the central air conditioning maintenance and repair for the Upper Keys Facilities. ITEM BACKGROUND: The original agreement provides for two additional one-year renewal options and the parties wish to exercise this. first option to renew for one additional year. The amendment is to include the cost of 410A Refrigerant at $13.00 per lb. PREVIOUS RELEVANT BOCC ACTION: On February 15, 2012, the BOCC approved award of bid and contract with for the Upper Keys A/C maintenance and repair to Master Mechanical Services, Inc. CONTRACT/AGREEMENT CHANGES: The amendment and first renewal agreement will commence March 15, 2013 and terminate Marchl4, 2014; labor costs to increase by 1.7% CPI-U. Regular rates, $50.00 per hour, mechanic to $50.85 per hour, $92.50 per hour, mechanic plus helper to $94.07 per hour. Overtime rate; $75.00 per hour, mechanic to $76.28 per hour, $138.75 per hour, mechanic plus helper to $141.11 per hour. Amend to include the cost of 410A Refrigerant at $13.00 per lb. STAFF RECOMMENDATIONS: Approval. TOTAL COST: $45,000 INDIRECT COSTS BUDGETED: Yes X No Materials: Manufacturer's invoice plus 20% DIFFERENTIAL OF LOCAL PREFERENCE: COST TO COUNTY: Same SOURCE OF FUNDS: Ad Valorem REVENUE PRODUCING: Yes No X AMOUNT PER MONTH Year APPROVED BY: County Atty OMB/Purchasing Risk Management DOCUMENTATION: Included X Not Required DISPOSITION: AGENDA ITEM # MONROE COUNTY BOARD OF COUNTY COMMISSIONERS CONTRACT SUMMARY Contract with: Master Mechanical Contract # Services, Inc. Effective Date: 03/15/13 Expiration Date: 03/14/14 Contract Purpose/Description: 1st Amendment Renewal Agreement contract for central a/c maintenance and repair for the Upper Keys facilities. Amend to include the cast of 410A Refrigerant at $13.00 per lb. and CPI-U increase of 1.7% Contract Manager-: Alice Steryou 4549- Facilities Maint / #4 (Name) (Ext.) (Department/Stop #) for BOCC meeting on 02/15/12 Agenda Deadline: 01/31/12 Total Dollar Value of Contract: (unless approved emergency work as described in contract exceeds limit) Budgeted? Yes® No ❑ Grant: $ County Match: $ CONTRACT COSTS not to exceed $ 45,000 Current Year Portion: $ 26,250 Account Codes: 001-20501-530-340-_ 001-20505-530-340- ADDITIONAL COSTS Estimated Ongoing Costs: $ /yr For: (Not included in dollar value above) (eg. maintenance, utilities, janitorial, salaries, etc. CONTRACT REVIEW Changes Date Out Date In Needed QQ Revie Division Director of � � Yes❑ No[� Risk Management'" Yes❑ No —( 1�4 O.M.B./Purchasing �`� `� Yes❑ No -k❑ oCounty Attorney Yes❑ N�v 1, Comments: OMB Form Revised 2/27/01 MCP #2 UPPER KEYS FACILITIES. MONROE COUNTY, FLORIDA THIS FIRST AMENDMENT RENEWAL AGREEMENT is made and entered into this day of 2013, between MONROE COITNTY '(hereinafter "County" or "Owner" ), a political subdivision of the State of Florida,whose address is 1100 Simonton Street, Key West, Florida 33040, and MASTER MECHANICAL SERVICES, INC., ("CONTRACTOR"), a Florida corporation, whose address is 15183 NW 33 Place, Miami, FL 33054. WHEREAS, the parties hereto did on February 15, 2012 enter into an agreement for central A/C repair services for the Upper Keys Facilities, Monroe County (hereinafter "Original Agreemenl ,); and WHEREAS, the parties have found the Original Agreement to be mutually beneficial and; WHEREAS, the parties find that it would be mutually beneficial to enter into this first amendment renewal agreement; now therefore NOW THEREFORE, IN CONSIDERATION of the mutual promises and covenants set forth below, the parties agree as follows: 1. In accordance with Paragraph 6 of the Original Agreement, the County: a. Exercises the option to renew the Original Agreement for the first of the two (2) one-year terms. This term will commence on March 15, 20I3 and terminate March 14, 2014; 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 year of 1.7%. c. Item 4A under Contract Amount, hourly rate for a mechanic shall increase from $50.00 to $50.85 during normal working hours of 8:00 am to 5:00 pm, Monday through Friday, excluding holidays (including travel time) hourly rate for a mechanic plus helper shall increase from $92.50 to $94.07 (including travel time); d. Item 4B under Contract Amount, the overtime labor shall increase from $75.00 to $76.28 for hours not stated above, including holidays and facilities that conduct critical business, hourly rates for a mechanic plus helper shall increase from $138.75 to $141.11(including travel time); e. Item 4C under Contract Amount, the Materials -Freon for recharging systems shall include PRICE PER POUND: $_13.00 of 410A Refrigerant 2. Except as set forth in paragraph 1 of this Amendment and First Renewal Agreement, in all other respects, the terms and conditions set forth in the Original Agreement remain in full force and effect. -1- IN WITNESS WHEREOF, the parties hereto have set their hands and seats the day and year first above written. (SEAL) ATTEST: AMY HEAVILIN, CLERK Deputy Clerk Witnesses o ONT CTOR: Signature Da e Signature Date -2- BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA M Mayor/Chairperson MASTER MECHA,,NICWSEOICES, INC. am .U,v i All, Add ss: /S 161 Mld 33� %�LQC Telephone Number: 3 0 61' S- 300c CENTRAL_ A/C MAINTENANCE & REPAIR UPPER KEYS FACILITIES, MONROE COUNTY, FLORIDA AGREEMENT FOR CEN'rRAL A/C REPAIR SERVICES FOR UPPER KEYS FACILITIES MONROE COUNTY FLORIDA This Agreement is made and entered into this J`j f 4day of February, 2012, between MONROE Cot N,I'Y, FLORIDA ("COUNTY"), a political subdivision of the State of'Florida, whose address is 1100 Simonton Street, Key West, Florida 33040, and MASTER MECHANICAL SERVICES, INC., ("CONTRACTOR"), a Florida corl)orarion, whose address is 15183 NW 33 Plaee, Miami, FL 33054. WHEREAS, COUNTY desires to provide central air conditioning repair services for the Upper Keys Facilities, Monroe County, tend WHEREAS, CONTRACTOR desires and is able to provide central A/C" repair services for Upper Keys Facilities, Monroe County; and WHEREAS, it serves a legitimate public purpose tor- CON'RACTOR to provide central air conditioning repair Services for Upper Keys facilities, Monroe County, now therelbre, IN CONSIDERATION ()I' tlle. mutual promises and covenants contained herein, it is agreed as follows: 1. THE AGREEMENT The Agreement consists orthis document, the bid documents, exhibits, and any addenda only. 2. SCOPE OF THE WORK The Contractor shall furnish all labor, materials, equipment, tools, transportation, services, and incidentals, and perform all the work necessary in accordance with the specifications entitled: CENTRAL AIR CONDITIONING REPAIR UPPER KEYS FACILITIES, S, MONROE COUNTY, FLORIDA A) Routine repairs and maintenance of all county maintained central air conditioning units in the Upper Keys area. B) Etile rgency repairs of all county maintained central air conditioning units in the Upper Keys area. The CONTRACTOR shall be available 24 hours per (lay. 365 days per year. The CONTRACTOR shall be at the site of an air conditioning malfunction within three hours of verbal notification by the OWNER. C) The CONTRACTOR shall have access to a supply of all parts and controls normally necessary for (lie emergency repairs of all county maintained central air conditioning units sty that such emergency repairs will be completed within 48 hours of nodficatlon by the OWNER. 1)) The; COUNTY sliall reimburse. Ilse CON'I'RAC'T0R tear the R MIL1lacturer's invoice cost cif all parts and materials.. plus percentage Indicated AGREEMENT FEBRUARY 2012 Page 1 of 14 CENTRAL A/C MAINTENANCE 8iREPAIR UPPER KEYS FACILITIES MONROE COUNTY FLORtDA in section 3,D, of this Agreement, that are used in the repair of all county maintained central air conditioning units, excluding freight and tax charges, Freight all([ tax costs will be reimbursed with no markup. MFinutacturer's invoice must accompany all requests for payment for any part which exceeds $500.00, and ma), be requested lbr any pill,( regardless of the cost at the discretion of the Director of Public Works, or his designee. All ports and materials shall be of equal or greater quality as compared to existing parts and materials in use. On all orders that require slipping or transportation of parts or materials whether the part is tinder warranty or not, freight invoices exceeding $500 must accompany requests for payment. freight invoices may be requested for any freight charge, regardless of the cost, at the discretion of the Director of public Works, or his designee. L•') 111 the event of a major component f4tilure of- system breakdown, the COUNTY, when deemed as in emergency situation, shall have the option to request from the CONTRACTOR only, a proposal/quote for replacement equipment in an tnnount that could exceed five Thousand Dollars ($5,000). Any Proposal over $5,000 up to and including $10,000 must be approved and signed by the Division Director and/or the County Administrator. AAiy proposal over $10,000 tip to and iiieiuding $25.000 must be approved and signed by (lie Division Director and the County Administrator. f) The facilities are located throughout the Upper Keys, from Conch Key up to and including Key Largo, Florida, Buildings to be serviced shall include, but shall not be limited to, the following: GOVEItNMENI' CEN1'Elt/COURI'I IOUSE Highpoint road, Plantation Key COUNTY OFFICES — SOCIAL SERVICES & CODE ENFORCEMENT Highpoint Road, Plantation Key CARPENTER SHOT' Highpoint Road, Plantation Key SENIOR CITIZEN CEN'riN/AARP Highpoint Road, Plantation Key TEMPORARY COURTROOM Government Complex, Plantation Key SI-11.1ZIff'S OFFICES — FIRST APPEARANCI3 USI, Phuitation Key (former mobile trailer) JERRY ELLIS BUILDING GOVERNMENTAL. CENTI"slt COMPLEX 88800 Overseas Highway, Plantation Key SPO'I-I'SWOOD STATION 88770 Overseas Highway, Plantation Key AGREEMENT FEBRUARY 2012 Page 2 of 14 CENTRAL A/C MAINTENANCE & REPAIR UPPER KEYS FACILITIES MONROE COUNTY FLORIDA 3. 4. PLANTATION KEY DETENTION FACILITY/JAIL 53 1-lighpoint Road, Plantation Key TAVERNIER FIRE STATION Marine Avenue, Tavernier KI-Y LARGO LIBRARY U.S. Highway H I MM 101, "Tradewinds Shopping Center, Key Largo ISLAMORADA LIBRARY 81.5 Bayside, lslamorada ROTH BUILDING 48 Highpoint Road, Plantation Key MONROE COUNTY COMMUNICATION BUILDING Key sleights Drive, Plantation Key MURRAY E. NELSON GOVERNMENT AND CULTURAL CENTER 102050 Overseas Highway, Key l..atrgo T'he Contractor shall he responsible to obtain aaray aiecessary Permits during the term of this Conti-aict. MAJOR COMPONEW I+AILUREF; OR SYS`I'F:M BREAKDOWN In the event of major componeaat 61HUrc or system breakdown, [lie COUNTY, when deemed as an emergency situation, shall hive the option to request t •oaa1 the CONTRACTOR only, a proposaVquotc for replacement egUipanctit in an amount that could exceed Dive "Thousand Dollars ($5,000). Any proposal over $5,000 up to and including $10,00o must be tanprovad attd signed by the Division Director atd/or the County Administrator, Any proposal over $10,000 up to and including $25,000 must be approved and signed by the Division Director rand the County Administrator. CONTRAC"I' A M O U NT 'The Caaanty shalt paay to the Contractor for (lie faaitlatul perl«rmaance or the contract, in lawful motley, of the United States, as follows: A. labor - Normal working hour;: of 8:()0 aa.rrr. to 5:()0 p.an. Monday through 1,a-idtay excluding holidays $ 50.00 per hour, MECHANIC (includesall travel time) $ 92.50 per hour, MECHANIC plus HELPER (includes all travel time) AGREEMENT FEBRUARY 2012 Page 3 of 14 CENTRAL A/C MAINTENANCE & REPAIR, UPPER KEYS FACILITIES MONROE COUNTY FLORIDA 13. Labor— Overtime rate for hours not stated above, including holidays and for facilities: that conduct critical business suclr as Courthouses, `I`ax Collector's offices, and all others identified by the Pacilitiert Maintenance Director in the Specifications 75.00 per hour, MECHANIC {includes all Wave] time) $ 138.75 per hour, MEC14ANIC plus HELPI;IZ (includes all travel time) C. Materials — I,', -eon for recharging systems: PRICE PER POk IND: 13.50 IR-22 PRICE PER POUND: $ i0.00 R-12 D. Materials — supplies and replacement parts: Manufacturer's Invoice plus 20 %. L. Freon evacutrtion and disposal slttrll be a part of the Contractor's rate, and shall not be billed as an additional item. The air conditioning units to be maintained are installed at County Facilities located tirr0091110ut the Upper Keys. Window and portable units may, from time to time, be submitted for analysis for economical repair. It' the Contractor finds that the fruit is economically repairable, the Contractor will submit an estimate fior repair to the O,�vru.r. Tile Owner may, at his discretion, have the Contractor repair the window or portable unk itr keeping with the Cs1 i mate. There (ire no additional costsf©r lrrrr,erl, mileage, itacx(rfs, o►• loelgittg. Contractorshall submil )PUlt all htiloices lire Application for papIllelel jnr.rs1 (Vlach q. 5. PAYMEN-TS To CONLIZACT011 A. COUNTY'S performance and obligation to laay tinder this agrecrlacrit, is contingent upon annual appropriation by the Board of County Commissioners. 13. 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. AGREEMENT FEBRUARY 2012 Page 4 of 14 CENTRAL A/C MAINTENANCE & REPAIR UPPER KEYS FACILITIES MONROE COUNTY FLORIDA C. CONTRAC'rm shall submit to COUNTY invoices with supporting doeumentatioil acceptable to the Clerk, on a monthly schC(10lc in arrears. Acceptability to the (Aerk is based oil generally accepted ficcounting pl7nCi1)les maid such laws, rules and regulations as may govern the. Clerk's disbursal of funds. 1[). Total Coilapensatioll to CONTRACTOR under this Agreement shall not exceed 1+ORTY-FIVE-1-1IOUSAND AND NO/I00 DOLLRS ($45,000.00) unless pre -approved emergency work requiring additional funds is implemented. 6. rERM OF AGREEMENT This Agreement shall commence on March 15, 2012, and ends upon March 14, 2013, unless terminated earlier under paragraph 19 of this Agreement. The COUNTY shall have (lie option to renew this Agreement fol• up to an additional two (2) one- year periods at terms and condition% mutually agrecable to (lie parties, exercisable upon written notice given aft least 30 days prior to file end of file initial terill. Unless the context clearly indicates otherwise, references to the "term" of this Agreement shrill mean the initial term of one (1) year. The Contract amount shall be adjusted annually in accordance with the percentage change in the 11,,S. Department of Commerce C011,Su111er Price Index (CPI-U) for all Urban Consumers as reported by the U.S. Bureau of Labor Statistics- and shall be. based upon the CPI-U computation at December 31 of the previous year. 7. ACCEIPTANCE OF CONDITIONS BY CONTRACTOR CONTRACTOR has, and shall maintain throughout the term of this Agreement, appropriate licenses. Proof of such licenses and approvals shall be. submitted to the COUNTY upon execution of this Agreement. 8. FINANCIAL RECORDS OF CONTRACTOR WNfRACTOR Shall maintain all books, records, and documents directly pertinent to performance under this Agreement in accordance with generally accepted accounting principles consistently applied. Nieh 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 all(] for four years following the termination or this Agreement. Iran auditor employed by the COUNTY or Cleric determines that monies paid to CONTRACTOR pursuant to this Agreement were spent for purposes not authorized by this Agreement, the CONTRACTOR shall repay the lllonies together with interest Calculated pursuant to See. 55.03, 1aS, running from the date the monies were paid to CONTRACTOR. AGREEMENT FEBRUARY 2012 Page 5 of 14 CENTRAL A C MAINTENANCE & REPAIR UPPER KEYS FACILITIES MONROE COUNTY FLORIDA 9. PUBLIC ACCESS The COUNTY and CONTRACTOR shall allow and permit reasonable access to, and iiasl7ectio►) of. all documents, papers, letters or othc r materials ill its possession or under its control subject to the provisions of Chapter 119, Florida Statutes, ,Intl M adc or received by the COUNTY al)(l CONTRACTOR in conjunction with this Agreement; ,,nil the COUNTY shall have the right to uirilaterally cancel this Agreement upon violation of this provision by CONTRACTOR. 10. HOLD HARMLESS AND INSURANCE Notwithstanding an), minintain) insurance requirements prescribed elsewhere in this agreement, Contractor shall defend, indemnify and hold the COUNTY and the COIINTY's elected and appointed officers and employees harmless firom rind Against (i) ally claims, actions or causes of action, (ii) any litigation, administrative proceedings, appellate proceedings, or other proceedings relating to filly 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 thc tern) of this AGREEMENT, (B) tine negligence or willful misconduct of CONTRACTOR or any of its employees, agents, stib-contractors or other invitees. or (C) CONIRACTOR's default in respect of any of the obligations that it undertakes tinder the teams of this AGREEMENT, except to the extent the claims, actions, CaLlSeS Ofactlon, l►tig,atioin, proceedings, Costs or expenses arise from (lie 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, fictions, causes of action. litigation, proceedings, costa or expenses relate to events or circumstances that occur (airing the tern) of this AGIU'EMI NI', this section will survive the expiration of the tern) of this AGREEMI NT or any earlier termination of this ACiKI FMI N'T. The extent of liability is in rru way limited to, reduced, or lessened by the insurance requirements contained elsewhere within this agreement. failure: of CONI'RAC TOR to comply with the requiren)cnts of this section shall be cause for immediate termination of this agreement. Prior to execution of this agreement, CONTRACTOR slarall furnish the COUNTY Certificates of Insurance.indicating the minimum Coverage limitations ill the following amounts: WORKER'S COMPENSATION AND EMPLOYER'S LIABILTIY INSURANCE: Where applicable, worker's compensation coverage to apply for all cn)ployces at a minin)nni statutory limit as required by Florida Law, and Employer's Liability coverage in the amount of $100,000.0 bodily injury by accident. $500,000.00 bodily injury by disease, policy limits, and $100.0(10.. bodily injury by disease, each employee. COMI'RI..I,HENSIVE AUTOMOBILE VEHICLE LIABILITY INSURANCE: Motor vehicle liability insurance, including applicable no-fault coverage, with limits of liability of itot less than $300,000.00 per occurrence, combined single limit for Bodily Injury I-iability and Property Damage Liability. If single limits are provided, the mininiuni acceptable limits are S50,000.0 AGREEMENT FERRUARY 2012 Page 6 of 14 CENTRAL A/C MAINTENANCE & REPAIR UPPER KEYS FACILITIES MCINRCIE COUNTY FLORIDA per person, $100.000.0o per occurrence, and $2U.000,00 property damage. Coverage shall include all owned vehicles, all nori-owned vehicles, and all hired vehicles. C'ONINIMCIAL UENERAL LIABILITY. Commercial general liability coverage with limits of liability of not less than $300,000.00 per occurrence combined single limit for Bodily Injury Liability and Property Damage Liability. CERTIFICATr,S OF INSURANCJ . 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 prevision 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 M, S7' BE NAMED AS ADDITIONAL INSURED ONALL POLICIES EXCEPT WORKER'S COMPENSA7ION. 11. NON -WAIVER OF IMMUNITY Notwithstanding the provisions of Sec. 768.28, 1�'lorida 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 deenied a waiver of immunity to the extent cif liability coverage, not- shall any Agreement entered into by the COUNTY be required to contain any provision fi}r waiver. 12. 1NDCYJ?NI)EN`I' CON'J'IZA('TOIZ At all times and for all purposes under this agreement CONTRACTOR is an independent contractor and not an employee of the Hoard of Couifty 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. 13. NONDISCRIMINATION CON' RACTOR 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 staftltes, and all local ordinances, as applicable, relating to nondiscrimination. These include but are not limited to. I)Title VI of the Civil Rights Act of 1964 (PL 88-352) which prohibits discrimination oat 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 1 G85- 1686), which prohibits discrimination on the basis of'sex; 3) Section 504 of the Rehabilitation AGREEMENT FEBRUARY 2012 Page 7 of 14 CENTRAL A/C MAINTENANCE & REPAIR UPPER KEYS FACILITIES MONROE COUNTY FLORIDA 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 11SC ss. 6101-6107) which prohibits discrimination oil the basic; of age; 5) The Drug Abuse Office and 'i-reatnlent Act of 1972 (PL 92-255), as amended, relating to ilondiscrimination on tile basis of drug abuse; b) The Comprehensive Alcohol Abuse and Alec holisill Prevention, Treatment and Rehabilitation Act of 1970 (PI, 91-61 b), as amended, relating to nondiscrimination oil the basis of alcohol abuse or alcoholism; 7) The Public Hcalth Service Act of 1912, ss. 523 ,and 527 (42 USC ss. 690dd-3 and 290ec-3), its anicnded, relating to confidentiality of* alcohol and drub, abuse patient records; K) "Title V111 of the Civil Rights Act of 1968 (42 USC s. et sec , f•): as aI,lCildc.{l, 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 fi'oall time to time, relating to nondiscrimination €gin the basis of disability; 10) Any other nondiscrimination provisions in any Federal or state statutes wilich may apply to COUNTY and CONTRAC" 1 OR to, or tile subject matter of, this Agreement. 14. ASSIGNMENT/SUBCONTRACT CONTRACTOR shall not assign or subcontract its obligations under this agreement to others, except in writing and with the prior written approval of the Board of County Coninlissioners of Monroe County and CONTRACTOR, which approval shall be subject to sLIC11 conditions and provisions as the Board may deem necessau-y. This paragraph shrill be incorporated by refc►'ence into !illy assignment or subcontract anLI any assignee or subcontractor shall comply witli all of the provisions of this agreement. Unless expressly provided for therein, such approval shall in no manner or event be deemed to impose any additional obligation upon the board. 15. COMPLIANCE WITH LAW AND LICENSE RE UIREMENTS 1n providing all services/goods pursuant to this agreement, CONTRACTOR sluill Thiele by all laws of the Federal and State govel7111lent, ordinances, rules anti 1'cgu1,111 1IN pe',1'taming to, or regulating the provisions of, such services, including those now in cfli4ct 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 sh,111 constitute a inaterial breach of this agreement and shall entitle the Board to terminate this Agreement. CONTR.ACTOR Shall possess proper licenses to perform work in accordance with these specifications throughout th€: tern, ot'this Agreement. 16. 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 pericrrmance of`se►•vices required by this contract, as provided in Sect. 112.311, ct. sect., Florida Statutes. COUNTY agrees that officers and employees of the COUNTY recognize and will be required to comply with (lie 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 AGREEMENT FEBRUARY 2012 Page 8 of 14 CENTRAL A/C MAINTENANCE & REPAIR UPPER KEYS FACILITIES MONROE COUNTY FLORIDA 17. 18 compensation; misuse of public position, conflicting; cmployment 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 hona fide employee working. Solely for it, any fee, commission, percentage, gilt, or other consideration contingent upon or resulting from the award or mailing of this Agreement. For the breach or violation of the provision, the CONI'RAC'rm agrees that the COUNTY shall have the right to terminate this Agreement without liability said, at its discretion, to offset from monies owed, or othermse recover, the full amount of such fee._ commission, percentage, gill, or consideration. NO P'IfI+:M- , OF CREDIT CON'rItACTOR shrill nol pledge the COUNTY'S credit or snake it a guarantor of payment or surety for any contract, debt, obligation, judgment, lien, or any farm of indebtedness. CON'1'1?ACI`OR further warrants and represents that it has no obligation or indebtedness that would impair its ability to fulfill the terms of (his contract. NOTICE REQUIREMENT Any notice required or permitted larder this agreement shrill 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 Facilities Maintenance Department 3583 South Roosevelt Boulevard Key West, FL 33040 and Monroe County Attorney Post Office Box 1026 Key West, F'I, 33041-1026 19. TAXES AGREEMENT FEBRUARY 2012 I'M CCIN'I'RAC"TOR: Master Mechanical Services, Inc. 15181 NW 3 Place Miami, Fl. 33054 'Velephone: (305) 825-3004 Page 9 of 14 CENTRAL C MAINTENANCE 8c REPAIR UPPER KEYS FACILITIES MONROE COUNTY FLORIDA COUNTY is exempt from payment of Florida State Sales and [Ise taxes. C'ONTRACTOR shall not be exempted by virtue of the COUNT'Y'S exemption from paying sales tax to its suppliers for materials used to fullill its obligations cinder this contract, nor is CONTRACTOR authorized to use the COUNTY'S Tax Exemption Number in securing such materials. CONTRACTOR shall be responsible for any and all taxes, or payments of withholding, related to services rendered under this agreement. 20. TERMINATION 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 ofeither party to perform the obligations enumerated under this Agreement, 13. father 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 with neither party having any hiriher obligation under the term s of'the contract upon termination. 21. GOVERNING LAW VENUE, INTERPRETATION COSTS AND FEES ']'leis 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 [lie event that any cause of action or administrative proceeding is instituted fear the enforcement or interpretation of this Agreement, the COUNTY and CONTRACTOR agree that venue will lie in the appropriate court or before the appropriate administrative body in Monroe County, Florida. 22. MEDIATION The. COUNTY and CONTRACTOR agree that, in the event of conflicting interpretations of the terms or a tern, of this Agreement by or between any of then, the issue shall be submitted to mediaition 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. 23. SEVERABILITY Ifany term, covenant, condition or provision ofthis 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 Agreemeni, shall not be affected thereby; and each remaining term, covenant, condition and provision of this Agreement shall lie 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 tile accomplishment of the original intent of this Agreement. `l'he COUNTY and CONTRAurm agree to relorm the Agreement to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. AGREEMENT FEBRUARY 2012 Page 10 of14 CENTRAL A/C MAINTENANCE & REPAIR, UPPER KEYS FACILITIES, MONROE COUNTY, FLORIDA 24. 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 he entitled to reasonable aattorney's fees and aattorney'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. 25. ADJUDICATION OF DISPUTES OR DISAGRL ErVIEN'1'S COUNTY and CONTRACTOR agree that all disputes and disagreements shall be attempted to be resolved by niect and confer sessions between representatives of COUNTY and CONTRACTOR. 1f no resolution can be agreed upon within 30 days aver the first meet and confer session, (lie issue or issues shall be discussed at a public meeting of the Board of County Commissioners. If the issue or issues fare still not resolved to the satisfaction of COUNTY and CONTRACTOR, then any party shall have the right to seek such relief or remedy as may be provided by this Agreement or by Florida law. 26. COOPERATION In the event any (administrative or legal proceeding is instituted against either party relating to the formation, execution, perfOrmaance, 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, mid other activities related to the Substance of this Agreement or provision of the services tinder this Agreement. COUNTY and CONTI�-AC'TOR specifically agree that no party to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement. 27. 13INDING EFFECT The terms, covenants, conditions, and provisions of this Agreement sliall bind and inure to the benefit of COUNTY and CONTRACTOR and their respective legal representatives, successors, and assigns. 28. r1t 3'I 110ItITY 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. 29. CLAIMS FOR FEDERAL Oft STATE All) 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 AGREEMENT FEBRUARY 2012 Page 11 of 14 CENTRAL AIC MAINTENANCE &_REPAIR, UPPER KEYS FACILITIES, MONROE COUNTY, FLORIDA applications, requests, grant proposals, and funding solicitations shall be approved by each party prior to submission. 30, 11111VILEGES AND IMMUNITIES All of the privileges and immunities from liability, exemptions froin 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 cif the COUNTY, when performing their respective functions under this Agreement within the territorial limits of the COUNTY slwll apply to the same degree and extent to the performance of such Functions and duties of such officers, agents, volunteers, or employees outs[dc the territorial limits of the COUNTY. 31. LEGAL OBLICA`I"IONS AND RESPONS]III LITIES This Agreemcnt 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 ;hall 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 ease law. 32. NUN -RELIANCE BY NUN -PARTIES No person or entity shall he entitled to rely upon the terms, or any term, of' this Agreement to enforce or attempt to enforce any third -party claim or entitlement to or benefit of'tany service or program contemplated hereunder, and the COI INTY nand the CONTRACTOR agree that neither the COUNTY nor the CONTRACTOR or any <«.ent, 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 enlitleancnts 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. 33. A'I rESTATIONS C ONTILAC TOR aagrecs to execute stach documents as the COUNTY I`Y may reasonably require, to include a Public Entity Crime Staticnwent, an Ethics Statement, and a 1,-)rug-free Workplace ,Statement. 34. NO PERSONAL LIABILITY No covenant or ;agreement contained herein shall be deemed to be a covenant or agreement of any member, officer, agent or employee of Monroe County in his or her individual capacity, and no member, officer, agent or employee of Monroe County shall be liable personally on this AGRFFMFNT Ft_713111JARY 2012 Page 12 of 14 CENTRAL A/C MAINTENANCE & REPAIR, UPPER KEYS FACILITIES, MONROE COUNTY, FLORIDA Agreement or be subject to any personal liability or ICCOLIZItability by reason ol'the execution of this Agreement. 35. EXECUTION IN COUNTEAVARTS 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 Agrectilent by signing any such counterpart. 36. SECTION HEADINCS Section headings have been inserted in this Agreement as a platter of convenience of reference only, and it is agreed that such section headings are not a pert of this Agreement and will not be used in the interpretation of any provision of this Agreement. 37. PUBLIC ENTITY CRIME INFORMATION STATEMENT "A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime mKry 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 wort: 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, Cor CATEGORY TWO for a period of 36 months fropi the date of being placed on the convicted vendor list." 38. MUTUAL REVIEW This agreement has been direfully reviewed by Contractor and the County, therefore, this agreement is not to be construed against either party oil the basis of authorship. 39. INCORPORATION {)'14 BID DOCUMENTS The terms and conditions of the bid documents are incorporated by reference in this contract agreement. 40. ANNUAL APPROPRIATION The County's pertormance 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. AGREEMENT FEBRUARY 2012 rage 13 of 14 CENTRAL A MAINTENANCE &REPAIR, UPPER KEY$ FACILITIES. MO_NROECOUNTY. FLORIDA IN WITNESS WHER130F, COUNTY and CON1 RACTOR hereto have executed this Agreement on the day tind date first ,written above in four (4) counterparts, each of which shall, without proof or accounting for the other counterparts, be k1CMIC(I an original contract. (SEAL) Attest: DANNY L. KOLI IAGK, CLERK By: Deputy Clerk Date: wr1-NESS1 FO I It CONT CTOR: r, ("ro, Signature Date IWARD COMMISSIONER.` OF MONROE' COUNTY, Fi1OIDA By - Mayor Date:_ of Per,,;on authorived to legally'litill C(Irporation jo Ahn. P, Print Name Address: U) za Telephone Number AGREEMENT FEBRUARY 2012 Page 14 of 14