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Item C02 C.2 G BOARD OF COUNTY COMMISSIONERS County of Monroe Mayor Sylvia Murphy,District 5 The Florida Keys l'U � � Mayor Pro Tern Danny Kolhage,District 1 �pw° Michelle Coldiron,District 2 Heather Carruthers,District 3 David Rice,District 4 County Commission Meeting March 21, 2019 Agenda Item Number: C.2 Agenda Item Summary #5245 BULK ITEM: Yes DEPARTMENT: Facilities Maintenance TIME APPROXIMATE: STAFF CONTACT: Alice Steryou (305) 292-4549 None AGENDA ITEM WORDING: Approval to award bid and enter into an Agreement with Sub-Zero, Inc., in an annual amount not to exceed $120,000, for Lower Keys HVAC Maintenance & Service. Funding is Ad Valorem. ITEM BACKGROUND: The current contact for Lower Keys HVAC Maintenance & Services in the Lower Keys is with Sub-Zero. Inc., who has had a contract with Monroe County since 2015. The current term of the Original Agreement was extended commencing on November 1, 2018, and continuing on a month-to-month basis for a period not to exceed six (6) months, pending the issuance of a Request for Proposals (RFP) and award of a contract. A new RFP was issued. Bids were opened on January 29, 2019, in a competitive solicitation process for Lower Keys HVAC Maintenance & Service. Sub-Zero, Inc., Air Mechanical & Service Corp., and TEM Environmental & Mechanical Services Corp. were the three (3) respondents. There was a Selection Committee Public Meeting on February 6, 2019. The Selection Committee recommended approval for the bid to be awarded to Sub-Zero. In conducting the background search on Sub-Zero, the County Attorney's office sought clarification of certain responses regarding previous litigation. Counsel for Sub-Zero has provided further explanation and the County Attorney and Staff are now satisfied that the company has the ability to perform and are in compliance as a responsive bidder. The total annual amount of the contract shall not exceed $120,000, unless pre-approved emergency work is required. Sub-Zero's Regular hourly rates for a mechanic are $88.00, and a mechanic plus helper $129.00; Overtime hourly rates for a mechanic are $105.00, and for a mechanic plus helper are $140.00; Parts cost plus of twenty-five percent (25%). There is an initial three (3) year term beginning April 1, 2019, which terminates on March 31, 2022. The County shall have an option to renew for an additional two (2) one-year periods. PREVIOUS RELEVANT BOCC ACTION: None CONTRACT/AGREEMENT CHANGES: New Agreement with Sub-Zero for Lower Keys HVAC Maintenance & Service from issuance of RFP. Packet Pg. 97 C.2 STAFF RECOMMENDATION: Approval DOCUMENTATION: Bid Award Agreement Lower Keys HVAC Sub-Zero MonroeCounty Bid 2019 Final Ranking Sheet Summary of Selection Committee LK HVAC Bid Tab Sheet LK HVAC FINANCIAL IMPACT: Effective Date: 4/01/19 Expiration Date: 3/31/22 Total Dollar Value of Contract: $120,000.00/year Total Cost to County: $600,000.00 plus CPI-U adjustments (if all renewal options are exercised) Current Year Portion: $60,000.00 Budgeted: Yes Source of Funds: Ad Valorem CPI: Yes Indirect Costs: N/A Estimated Ongoing Costs Not Included in above dollar amounts: Revenue Producing: No If yes, amount: Grant: No County Match: N/A Insurance Required: Yes Additional Details: Three(30 year agreement with two (2) optional one-year renewals. 03/21/19 001-20501 - FACILITIES MAINTENANCE $450,000.00 03/21/19 101-20505 - CORRECTION FACILITIES $100,000.00 03/21/19 147-20503 - UNINC PARKS & BEACHES $50,000.00 Total: $600,000.00 REVIEWED BY: Patricia Eables Completed 03/05/2019 10:43 AM William DeSantis Completed 03/05/2019 2:42 PM Budget and Finance Completed 03/05/2019 3:18 PM Maria Slavik Completed 03/05/2019 3:21 PM Kathy Peters Completed 03/06/2019 11:22 AM Board of County Commissioners Pending 03/21/2019 9:00 AM Packet Pg. 98 C.2.a AGREEMENT FOR LOWER KEYS HVAC MAINTEANCE AND SERVICE MONROE COUNTY,FLORIDA This Agreement is made and entered into this 21 st day of March,2019,between MONROE COUNTY,FLORIDA("COUNTY"),apolitical subdivision of the State of Florida,whose address N is 1100 Simonton Street,Key West,Florida 33040,and SUB-ZERO, INC., a Florida Corporation, authorized to do business in the State of Florida, ("CONTRACTOR"), whose address is 6003 Peninsular Ave.,No. 5, Key West, Florida 33040. WHEREAS, COUNTY desires to contract for the performance of the work or services (n described in Exhibit"A";and WHEREAS, CONTRACTOR desires to and is able to perform the work or services described in attached Exhibit"A"; and a� WHEREAS,it serves a legitimate public purpose for CONTRACTOR to perform the work or services described in attached Exhibit"A"for Monroe County; NOW, THEREFORE, IN CONSIDERATION of the mutual promises and covenants contained herein, it is agreed as follows: 1. THE AGREEMENT The Agreement consists of this document,the Request for Proposals("RFP")documents,exhibits, and any addenda only. 2. SCOPE OF WORK: The Scope of Work shall include, but not be limited to, all work and / or services shown and listed in Exhibit"A",which is attached hereto and made a part hereof. The Contractor is required to provide a complete job as contemplated by this Scope of Work. The Contractor shall furnish all labor,supervision,materials ower,tools equipment,su lies E P >A � PP permits, if any are necessary, and any other means of construction or work necessary or proper for performing and completing the Scope of Work, unless otherwise specifically stated. 3 See Exhibit"A" 3. Personnel Communication between the County Representative and the Contractor's personnel is very important. Therefore, the Contractor must assure that at least one(1) of its personnel per building can communicate well in the English language with the County Representative. Any employee hired by the Contractor will be the Contractor's employee and in no way has any association with the County. The Contractor shall insure that its employees are 1 Lower Keys HVAC Mainteance and Service Agreement Packet Pg. 99 C.2.a trained in all appropriate safety regulations,including but not limited to,OSHA regulations and all other applicable local, State and Federal regulations. Uniforms are preferred for Contractor's personnel however;photo identification cards are required, which shall clearly identify personnel as employees of the Contractor. This requirement shall apply upon entering County property and at all times while on duty. N 4. Background Checks/Finger Printing Contractor employees must consent to Level One background checks and the results are to (n be provided to the County within thirty (30) days of award of the contract. The County 06 reserves the right to refuse personnel based on results of the background check. The County reserves the right to demand of the Contractor replacement of an employee for the Contractor if a conflict or problem with that employee should arise. The County's Facilities Maintenance Director or his designee shall have the right to require any employee(s)of the Contractor to be permanently removed from any County facility serviced by the Contractor whenever it appears to be in the best interest of the County. It is the responsibility of the Contractor to inform the Facilities Maintenance Director or his designee of all new hires and the results of the background check. The Contractor will be responsible for the supervision, hiring and firing of their own employees,and shall be solely responsible for the pay,worker's compensation insurance, and benefits. 0 Some work will be conducted at secure facilities, including, but not limited to law < enforcement and fire rescue. Background checks, including at a minimum: > U) A. Warrants check; B. Fingerprints; C. Local Records check: c D. Prior employment check;and E. Criminal History check E are required of Contractor's personnel that will enter Monroe County Sheriff's Office ("MCSO") facilities. Background checks on such personnel will be conducted by the MCSO. MCSO may prohibit entry to, or remove from, any secure facility any Contractor employee who,in the judgment of MCSO,poses a risk to the security or good order of the facility. Thereafter, MCSO and the Contractor will immediately discuss 0 resolution of the problem. If the problem is not resolved to the satisfaction of the MCSO, the employee shall not be permitted to return to any facility operated by the MCSO. Contractor will promptly replace the employee at no additional cost to County. Contractor further agrees to notify County immediately upon becoming aware that one of its employees or subcontractor's employees,who previously completed the 2 Lower Keys HVAC Mainteance and Service Agreement Packet Pg. 100 C.2.a background check is subsequently arrested or convicted of any crime. Failure by Contractor to notify County of such arrest or conviction within forty-eight (48) hours of being put on notice by the employee/subcontractor and/or within five (5) days of its occurrence shall constitute grounds for immediate termination of this contract by County. The parties further agree that failure by Contractor to perform any of the duties described in this paragraph shall constitute a material breach of the contract entitling County to terminate this contract immediately with no further responsibility to make payment or perform any other duties described herein. a 5. Payments to Contractor A. County's performance and obligation to pay under this agreement, is contingent upon an annual appropriation by the Board of County Commissioners. 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 a proper invoice by Contractor. �s B. Contractor shall submit to County invoices with supporting documentation acceptable to the Clerk, on a monthly schedule in arrears for monthly maintenance. Contractor shall submit to the County repair invoices with supporting documentation acceptable to the Clerk, at completion by the Contractor of the repair and said work approved by an appropriate County representative, to be paid at the earliest date possible following completion of the repair. Acceptability to the Clerk is based on generally accepted e accounting principles and such laws, rules, and regulations as may govern the Clerk's `� disbursal of funds. C. The 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 twenty-five percent (25 %) to fulfill the obligations of the Contract. Freight, equipment rental, tax amounts, equipment rental amounts, and services supplied e 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. D. 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: 3 Labor--Normal working hours of 8:00 a.m. to 5:00 p.m.,Monday through Friday, excluding holidays: $88.00 per hour, mechanic $129.00 per hour, mechanic plus helper Overtime rate for hours other than the normal working hours as stated above, including holidays: $105.00 per hour, mechanic $140.00 per hour, mechanic plus helper 3 Lower Keys HVAC Mainteance and Service Agreement Packet Pg. 101 C.2.a $140.00 per hour, mechanic plus helper Parts Cost Plus: Twenty-five percent(25%) of mark up on manufacturer's invoice cost of parts and materials (excluding freight, equipment rental, tax amounts, and services supplied by others). Such costs must be documented for each repair and/or maintenance job and included with all Applications for Payment. a Refrigerants evacuation and disposal shall be a part of the Contractor's rate, and (s 06 shall not be billed as an additional item. Contractor shall provide all Refrigerants 0 weight and compliance reports as per EPA refrigerant recycling regulations under Section 608 of the Clean Air Act and any amendments. a� Contractor shall submit itemized invoices in writing. There are no additional costs for travel, mileage, meals, or lodging E. Total Compensation to CONTRACTOR under this Agreement shall not exceed ONE HUNDRED TWENTY THOUSAND AND 00/100 ($120,000.00) Dollars annually, unless pre-approved emergency work requiring additional funds is implemented. 6. TERM OF AGREEMENT U, This three (3) year Agreement shall commence on April 01, 2019, and ends upon March 31, 2022, unless terminated earlier under paragraph 19 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 thirty (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 three (3) years. The Contract amount may be adjusted annually in accordance with the percentage change in the U.S. Department of Commerce Consumer Price Index (CPI-U) for all Urban Consumers as reported by the U.S. Bureau of Labor Statistics and shall be based upon the CPI-U computation at December 31 of the previous year. 7. LICENSES 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 and annually thereafter or upon any renewal. 4 Lower Keys HVAC Mainteance and Service Agreement Packet Pg. 102 C.2.a 8. MAINTENANCE OF RECORDS 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 (4) years following the termination of this (s Agreement. If an auditor employed by the County or Clerk determines that monies paid to 0 Contractor pursuant to this Agreement were spent for purposes not authorized by this Agreement, it the Contractor shall repay the monies together with interest calculated pursuant to Sec. 55.03, (n Florida Statutes, running from the date the monies were paid to the Contractor. 06 Riaht to Audit. Ai,ailability of Records. The records of the parties to this Agreement relating to the Project,which shall include but not be limited to accounting records (hard copy, as well as computer readable data if it can be made available; subcontract files (including proposals of successful and unsuccessful bidders, bid recaps, bidding instructions, bidders list, etc.); original estimates; estimating work sheets; correspondence; change order files (including documentation covering negotiated settlements); backchar a logs and supporting documentation; general ledger entries detailing cash and trade discounts earned, insurance rebates and dividends; any other supporting evidence deemed necessary by Owner to substantiate charges related to this agreement, and all c other agreements, sources of information and matters that may in Owner's reasonable judgment have any bearing on or pertain to any matters, rights, duties, or obligations under or covered by any contract document (all foregoing hereinafter referred to as "Records") shall be open to > inspection and subject to audit and/or reproduction by Owner's representative and/or agents of Owner. Owner may also conduct verifications such as, but not limited to, counting employees at the job site, witnessing the distribution of payroll, verifying payroll computations, overhead computations, observing vendor and supplier payments, miscellaneous allocations, special charges, verifying information and amounts through interviews and written confirmations with employees, subcontractors, suppliers, and contractors' representatives. All records shall be kept 0 for seven(7) years after Final Completion. E 9. PUBLIC RECOIWS COMPLIANCE 3 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 5 Lower Keys HVAC Mainteance and Service Agreement Packet Pg. 103 C.2.a 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 Fla. Stat., Sec. 1]9.0701, and the terms and conditions of this contract,the Contractor is required to: (1) Keep and maintain public records that would be required by the County to perform the service. (2) Upon receipt from the County's custodian of records,provide the County with a copy of the 06 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. (3) 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. (4) Upon completion of the contract, transfer, at no cost, to the County all public records in possession of the Contractor or keep and maintain public records that would be required by the County to perform the service. If the Contractor transfers all public records to the County upon completion of the contract, the Contractor shall destroy any duplicate public records that are 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 zz 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. (5) A request to inspect or copy public records relating to a County contract must be made directly to the County, but if the County does not possess the requested records, the County shall immediately notify the Contractor of the request, and the Contractor must provide the records to the County or allow the records to be inspected or copied within a reasonable time. If the Contractor 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 I 19.10, Florida Statutes. 03 The Contractor shall not transfer custody,release-alter,destroy or otherwise dispose of an ubli,e records unless or otherwise 12rovided in this provision or as othenvise provided b law. IF THE LO_NTI ACTOR HAS QUESTIONS RE, GARDI INU' 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 BRATILE'V' AT PHONE,# 305-292-3470 IIII.ADLEV- BRIAN MONROE,COUNT .FL.GOV 1' ONRM C UN'I V ATTORNEV'S OFFICE 111.1 12TH STREET SUITE 408 I EV WEST FL 33040. 6 Lower Keys HVAC Mainteance and Service Agreement Packet Pg. 104 C.2.a 10. HOLD HARMLESS INDEMNIFICATION DE,EFENSE 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) �s 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, contractors, or other invitees during the term of this Agreement, (B) the (n negligence, 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 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). The monetary limitation of �s liability under this Agreement shall be not less than$1 million per occurrence pursuant to Section > 725.06, Florida Statutes. 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. 0 In the event that the completion of the project (to include the work of others) is delayed or suspended as a result of the Contractor s failure to purchase or maintain the required insurance, �s the Contractor shall indemnify the County from any and all increased expenses resulting from such > delay. Should any claims be asserted against the County by virtue of any deficiency or ambiguity : in the plans and specifications provided by the Contractor,the Contractor agrees and warrants that the Contractor shall hold the County harmless and shall indemnify it from all losses occurring thereby and shall further defend any claim or action on the County's behalf. 0 The first ten dollars ($10.00) of remuneration paid to the Contractor is for the indemnification provided for the above. 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 CD C 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 a minimum statutory Iimits as required by Florida Law, and Employee's Liability coverage in the amount of 1100.0000.00 bodily injury by accident, $500,000.00. bodily injury by disease, policy limits, and $100.000.00 bodily injury by disease,each employee. COMPREHENSIVE AUTOMOBILE VEHICLE LIABILITY INSURANCE. Motor vehicle liability insurance, including applicable no-fault coverage, with limits of liability of not less than 5"300 0000 0 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 7 Lower Keys HVAC Mainteance and Service Agreement Packet Pg. 105 C.2.a hired vehicles. If single limits are provided, the minimum acceptable limits are S200 000.00 per person, 5.300�per occurrence, and 200 200 property damage. Coverage shall include all owned vehicles, all non-owned vehicles, and all hired vehicles. COMMERCIAL GENERAL LIABILITY. Commercial general liability coverage with limits of liability of not less than 500.000.00 per occurrence combined single limit for Bodily Injury 0 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 06 restricted. The underwriter of such insurance shall be qualified to do business in the State of 0 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. 11.NON-WAIVER OF IMMUNITY Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the participation of County and Contractor in this Agreement and the acquisition of any commercial liability insurance coverage, self-insurance coverage,or local government liability insurance pool coverage shall not be deemed e 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. 12. INDEPENDENT CONTRACTOR At all times and for all purposes under this agreement Contractor is an independent contractor and not an employee of the Board of County Commissioners of Monroe County. No statement contained in this agreement shall be construed so as to find Contractor or any of its employees, e subcontractors, servants, or agents to be employees of the Board of County Commissioners of Monroe County. 13.NONDISCRIMINATION Contractor agrees that there will be no discrimination against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred, this Agreement automatically terminates without any further action on the part of any party, effective the date of the court order. Contractor agrees to comply with all Federal and cc Florida statutes, and all local ordinances, as applicable, relating to nondiscrimination. These include but are not limited to: 1) Title V1I of the Civil Rights Act of 1964 (PL 88-352), which prohibits discrimination in employment on the basis of race, color, religion, sex, and national origin; 2)Title IX of the Education Amendment of 1972,as amended(20 USC §§ 1681-1683,and 1685-1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended (20 USC § 794), which prohibits discrimination on the basis of handicaps;4)The Age Discrimination Act of 1975,as amended (42 USC §§ 6101-6107), which prohibits discrimination on the basis of age; 5)The Drug Abuse Office and Treatment Act 8 Lower Keys HVAC Mainteance and Service Agreement Packet Pg. 106 C.2.a of 1972(PL 92-255),as amended,relating to nondiscrimination on the basis of drug abuse;6)The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91-616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7)The Public Health Service Act of 1912, §§ 523 and 527 (42 USC §§ 690dd-3 and 290ee-3),as amended,relating to confidentiality of alcohol and drug abuse patient records;8)Title VIII of the Civil Rights Act of 1968 (42 USC §§ 3601 et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC §§ 12101 Note), as may be amended from time to time, relating to nondiscrimination in employment on the basis of disability; 10)Monroe County Code Chapter 14, Article II,which prohibits discrimination on the basis of race, color, sex, religion,national origin, ancestry,sexual orientation,gender identity or expression,familial status or age;and 11)Any other 06 nondiscrimination provisions in any federal or state statutes which may apply to the parties to, or the subject matter of,this Agreement. 14.ASSIGNMENT/SUBCONTRACT Contractor shall not assign or subcontract its obligations under this agreement to others, except in �s writing and with the prior written approval of the Board of County Commissioners of Monroe County,which approval shall be subject to such conditions and provisions as the Board may deem necessary. This paragraph shall be incorporated by reference into any assignment or subcontract and any assignee or subcontractor shall comply with all of the provisions of this Agreement. Unless expressly provided for therein, such approval shall in no manner or event be deemed to impose any additional obligation upon the Board. �s 15. COMPLIANCE WITH LAW AND LICENSE REQUIREMENTS In providing all services/goods pursuant to this Agreement, Contractor shall abide by all laws of the Federal and State government, ordinances, rules, and regulations pertaining to, or regulating the provisions of, such services, including those now in effect and hereinafter adopted. Compliance with all laws includes, but is not limited to, the immigration laws of the Federal and State government. Any violation of said statutes,ordinances,rules,and regulations shall constitute a material breach of this Agreement and shall entitle the Board to terminate this Agreement. Contractor shall possess proper licenses to perform work in accordance with these specifications 0 throughout the term of this Agreement. 2 16. DISCLOSURE AND CONFLICT OF INTEREST Contractor represents that it,its directors,principals 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 Sec. 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 9 Lower Keys HVAC Mainteance and Service Agreement Packet Pg. 107 C.2.a 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 malting 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. 17. NO PLEDGE OF CREDIT Contractor shall not pledge the County's credit or make it a guarantor of payment or surety for any 06 contract,debt,obligation,judgment, lien,or any form of indebtedness. Contractor further warrants 0 and represents that it has no obligation or indebtedness that would impair its ability to fulfill the terms of this contract. a� 18. NOTICE RE IRF—MENT Any notice required or permitted under this Agreement shall be in writing and hand delivered or sent b United States Mail postage prepaid, to the other art b certified mail return receipt � Y � P g P P � party Y � P requested, or by courier with proof of delivery. The place of giving Notice shall remain the same as set forth herein until changed in writing in the manner provided in this paragraph. Notice shall be sent to the following addresses: 0 FOR COUNTY: FOR CONTRACTOR: Monroe County Sub—Zero, Inc. Facilities Maintenance Department 6003 Peninsular Ave.,No. 5 > 3583 South Roosevelt Blvd. Key West, FL 33040 Key West, FL 33040 and 3 0 County Attorney 1111 1211'Street, Suite 408 E Key West, FL 33040 19.TAXES 3 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 co 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 0 taxes,or payments of withholding, related to services rendered under this agreement. 20. TERMINATION A. The County may terminate this Agreement with or without cause prior to the commencement of work. 10 Lower Keys HVAC Mainteance and Service Agreement Packet Pg. 108 C.2.a B.The County and 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. C. Either of the parties hereto may cancel this Agreement without cause by giving the other party ninety (90) days' written notice of its intention to do so with neither party having any further obligation under the terns of the contract upon termination. D. Scrutinized Companies: For Contracts of any amount, if the County determines that the Contractor/Consultant has submitted a false certification under Section 287.135(5), Florida Statutes or has been placed on the Scrutinized Companies that Boycott Israel List, or is engaged 06 in a boycott of Israel, the County shall have the option of(1) terminating the Agreement after it 0 has given the Contractor/Consultant written notice and an opportunity to demonstrate the agency's determination of false certification was in error pursuant to Section 287.135(5)(a),Florida Statutes, or (2) maintaining the Agreement if the conditions of Section 287.135(4), Florida Statutes, are met. �s 21. GOVERNING LAW VENUE AND INTERPRETATION � 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 e before the appropriate administrative body in Monroe County, Florida. 22. MEDIATION U) 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. 0 23. SEVERABILITY 2 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. 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, 11 Lower Keys HVAC Mainteance and Service Agreement Packet Pg. 109 C.2.a the prevailing party shall be entitled to reasonable attomey's fees, court costs, investigative, and out-of-pocket expenses, as an award against the non-prevailing party, at all levels of the court system, including in appellate proceedings. 25. 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 each of County and Contractor. 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. This Agreement is not subject to arbitration. (n 06 26. COOPERATION In the event any administrative or legal proceeding is instituted against either party relating to the formation, execution, performance, or breach of this Agreement, County and Contractor agree to participate, to the extent required by the other party, in all proceedings, hearings, processes, meetings,and other activities related to the substance of this Agreement or provision of the services under this Agreement. County and Contractor specifically agree that no party to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement. 27. BINDING EFFECT The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to the benefit of County and Contractor and their respective legal representatives, successors, and �s assigns. U) 28. AUTHORITY Each party represents and warrants to the other that the execution, delivery and performance of this Agreement have been duly authorized by all necessary County and corporate action, as e required by law. 29. CLAIMS FOR FEDERAL Oil 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. 03 30. 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. 12 Lower Keys HVAC Mainteance and Service Agreement Packet Pg. 110 C.2.a 31. LEGAL OBLIGATIONS AND RESPONSIBILITIES This Agreement is not intended to, nor shall it be construed as, relieving any participating entity from any obligation or responsibility imposed upon the entity by law except to the extent of actual and timely performance thereof by any participating entity,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. a 32. NON-RELIANCE BY NON-PARTIES 06 Non-Delegation of Constitutional or Statutory Duties. No person or entity shall be entitled to rely 0 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. 33. ATTESTATIONS 3 Contractor agrees to execute such documents as the County may reasonably require to include a e Public Entity Crime Statement, an Ethics Statement, and a Drug-Free Workplace Statement. 34. NO PERSONAL LIABILITY U) No covenant or agreement contained herein shall be deemed to be a covenant or agreement of any 0 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. 0 35. EXECUTION IN COUNTERPARTS 2 This Agreement may be executed in any number of counterparts, each of which shall be regarded as an original,all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Agreement by signing any such counterpart. 36. SECTION HEADINGS Section headings have been inserted in this Agreement as a matter of convenience of reference E only, and it is agreed that such section headings are not a part of this Agreement and will not be used in the interpretation of any provision of this Agreement. 37. PUBLIC ENTITY CRIME INFORMATION STATEMENT "A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid on a contract to provide any goods or services to a 13 Lower Keys HVAC Mainteance and Service Agreement Packet Pg. 111 C.2.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, Florida Statutes, for CATEGORY TWO for a period of thirty-six (36) months from the date of being placed on the convicted vendor list." 38. MUTUAL REVIEW This agreement has been carefully reviewed by Contractor and the County. Therefore, this (n 06 agreement is not to be construed against either party on the basis of authorship. 0 39. INCORPORATION OF RFP DOCUMENTS The terms and conditions of the RFP documents are incorporated by reference in this contract agreement. 40. ANNUAL APPROPRIATION U) The County's performance and obligation to pay under this Agreement is contingent upon an 0 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. 41. ENTIRE AGREEMENT This writing embodies the entire agreement and understanding between the parties hereto, and e there are no other agreements and understandings, oral or written, with reference to the subject 3 matter hereof that are not merged herein and superseded hereby. Any amendment to this e Agreement shall be in writing, approved by the Board of County Commissioners, and signed by both parties before it becomes effective. 42. FINAL UNDERSTANDING This Agreement is the parties' final mutual understanding. It replaces any earlier agreements or understandings, whether written or oral. This Agreement cannot be modified or replaced except by another written and signed agreement. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 14 Lower Keys HVAC Mainteance and Service Agreement Packet Pg. 112 C.2.a IN WITNESS WHEREOF, each party has caused this Agreement to be executed by its duly authorized representative. (SEAL) BOARD OF COUNTY COMMISSIONERS Attest: KEVIN MADOK, CLERK OF MONROE COUNTY, FLORIDA a By: By: (n 06 Deputy Clerk Mayor 0 Date: Date: a� Witnesses for CONTRACTOR: CONTRACTOR: ER O*INC. c Signature of1person ihorize 0 Signature legally bind CONTRACTOR Dater Oite Print Name Print Name and itle 0 Address: ' to I E-P>ULAa Si,nature Tel Number Date Print Name CNROE COUNTY ATTORNEVS OFFICE APPI�IWIVE�A TCI CII� � PAMCIA EAELES ASSIST"AI�"i'C l� ATT RNEY DATE, � .. 15 Lower Keys HVAC Mainteance and Service Agreement Packet Pg. 113 C.2.a EXHIBIT "A" SPECIFICATIONS: A) Routine repairs and maintenance of all County maintained central air conditioning units N in the Lower Keys area. Bidder shall also provide two (2) preventative maintenance tune- ups per year, per HVAC unit. B) The Contractor shall be available twenty-four(24) hours per day, three hundred sixty-five (365) days per year. The Contractor shall be at the site of the Air Conditioning System malfunction within four (4) hours of verbal, written, or text notification by 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 al I County maintained central air conditioning units so that such emergency repairs will be completed within forty-eight (48) hours of notification by the County. D) The 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 twenty-five percent (25%) to fulfill the obligations of the contract. Freight,equipment rental,tax 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. There are no additional costs for travel, mileage, meals, or lodging. 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 amount that could exceed Five Thousand and 00/100 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. Any proposal over $10,000, up to and including $49,999.99, must be approved and signed by the Division Director and the County Administrator. SCOPE OF WORK: A) The facilities are located throughout the Lower Keys. Buildings to be serviced shall include,but shall not be limited to,the following: 16 Lower Keys HVAC Mainteance and Service Agreement Packet Pg. 114 C.2.a MONROE COUNTY COURTHOUSE Jackson Square Complex, 500 Whitehead Street, Key West MONROE COUNTY COURTHOUSE ANNEX,a/k/a/JUDGE JEFFERSON B.BROWNE COURTROOM COMPLEX Jackson Square Complex, 502 Whitehead Street, Key West (including 1986 Jail Addition) J. LANCELOT LESTER JUSTICE BUILDING INCLUDING CLERK'S RECORDS STORAGE FACILITY Jackson Square Complex, 530 Whitehead Street, Key West KEY WEST LIBRARY(MAY HILL RUSSELL LIBRARY) 700 Fleming Street, Key West 06 FREEMAN JUSTICE CENTER 302 Fleming Street, Key West GATO BUILDING 1100 Simonton Street, Key West HARVEY GOVERNMENT CENTER 1200 Truman Avenue, Key West TAX COLLECTOR/DMV OFFICES � 3439 South Roosevelt Boulevard, Key West MONROE COUNTY DETENTION FACILITY 5501 College Road, Key West SHERIFF'S ADMINISTRATION BUILDING 5525 College Road, Key West STOCK ISLAND FIRE STATION 5655 McDonald Avenue, Stock Island,Key West BERNSTEIN PARK COMMUNITY CENTER U) 6751 Fifth Street, Stock Island, Key West BAYSHORE MANOR 5200 College Road, Key West BIG COPPITT FIRE STATION 28 Emerald Dr., Big Coppitt Key SHERIFF'S SUB-STATION E U.S. Highway 1, Cudjoe Key 2 BIG PINE KEY FIRE STATION 390 Key Deer Blvd., Big Pine Key BIG PINE KEY LIBRARY Big Pine Key Shopping Center, Big Pine Key BIG PINE PARK COMMUNITY CENTER 31009 Atlantis Drive, Big Pine Key Re uirernents of a Successful Proposer i. Perform routine HVAC maintenance to ensure the County's Air Conditioning and Heating Systems are working correctly. ii. Perform planned and unplanned service and repairs. 17 Lower Keys HVAC Mainteance and Service Agreement Packet Pg. 115 C.2.a iii. Provide HVAC installation services. iv. Maintain current business and contractor licenses to perform all HVAC repairs and maintenance for the term of the agreement. V. Have demonstrated years of experience in providing HVAC service for large facilities. vi. Secure all permits and arrange for HVAC inspection, as required by County Code. vii. Perform all work in compliance with Monroe County Building Codes and Florida Law. viii. Only use new parts and materials that are first grade products from a licensed supplier. �s ix. Shall obtain County approval of all parts and materials prior to installation. X. Install all parts and materials in compliance with the standards of good workmanship with prior County approval. (n 06 xi. General repair of all existing equipment HVAC equipment. 0 xii. Provision of necessary equipment and supplies to perform all repairs in a timely and professional manner. xiii. Detailed tickets to include but not limited to: work performed,start and end times, building location, units serial number,and a list of parts or refrigerant used. Corrective Maintenance U) Necessary repairs for deficient or inoperable devices, such as those found during the course of system testing, inspection or preventative maintenance, or have failed during operation, will be provided. Only original replacement components manufactured by the original equipment manufacturer or other compatible components are to be used. �s i. The Contractor shall have access to a supply of all parts and controls normally necessary for the emergency repairs of all County Air Conditioning Systems so that such emergency repair will be completed within forty-eight (48) hours of notification by the County. The County shall reimburse the Contractor for the Manufacturer's invoice cost of all parts and materials (except freight, tax, services supplied by others, and equipment rental), plus percentage indicated in the bid form that are used in the repair of all County maintained Air Conditioning Systems. Manufacturer's invoice must accompany all requests for E 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. ii. The County, from time to time, may request additional installations or services from the 03 03 Proposer. Request from the County for additional equipment installations and services, not specifically listed in the Agreement from the Proposer are not subjected to the bidding process and must be approved by the County Administrator. iii. Refrigerants- Refrigerant 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. 18 Lower Keys HVAC Mainteance and Service Agreement Packet Pg. 116 C.2.a iv. Window Units- Window units are not part of the maintenance agreement. Supervision and Inspection of Work Sufficient supervisory personnel shall be provided and systematic inspection will be conducted by the Contractor to ensure that all services are properly performed,as specified. To ensure that any N problems which may arise will be taken care of promptly, the Contractor will maintain a twenty- four(24)hour telephone contact seven (7)days per week for the receipt of any complaints and/or addressing any issues. Random inspections shall be performed by County Representatives from the Facilities 06 0s Maintenance Department administering the contracts. Deficiencies shall be corrected within a 0 twenty-four(24)hour period of notification to the Contractor. Failure of the Contractor to correct such deficiencies shall result in a prorated deduction from the monthly invoice. a� �s 3 0 �s 3 0 0 2 3 19 Lower Keys HVAC Mainteance and Service Agreement Packet Pg. 117 OVAH s OM as O-I? 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