Item C25 C.25
BOARD OF COUNTY COMMISSIONERS
County of Monroe Mayor Sylvia Murphy,District 5
The Florida Keys l'U � � Mayor Pro Tem Danny Kolhage,District 1
�pw° Michelle Coldiron,District 2
Heather Carruthers,District 3
David Rice,District 4
County Commission Meeting
July 17, 2019
Agenda Item Number: C25
Agenda Item Summary #5761
BULK ITEM: Yes DEPARTMENT: Airports
TIME APPROXIMATE: STAFF CONTACT: Richard Strickland (305) 809-5200
No
AGENDA ITEM WORDING: Approval to waive purchasing policies and procedures and enter
into a contract with sole source vendor G and S Mechanical USA, Inc. (G&S) in the amount of
$1,412,585.00 for the purpose of expanding the baggage conveyor system at the Key West
International Airport; the project is being funded by PFC Fund 406 (PFC 416 and future anticipated
PFC 418), FDOT Grant G1603 and Airport Operating Fund 404.
ITEM BACKGROUND: G&S was the vendor that installed the original baggage handling system
in the New Main Terminal. The baggage handling system has G&S proprietary software. In order to
ensure functionality and for the purposes of warranty, the County has to procure the expanded
system through G&S as a sole source. The expanded system will accommodate current and future
passenger growth by increasing baggage handling capacity at the airport and allow for more timely
and efficient transport of bags from the ticket counter through security and onto the airplanes.
PREVIOUS RELEVANT BOCC ACTION: Approval of PFC 16 on February 10, 2016, approval
of FDOT Grant G1603 on March 21, 2019, and approval to apply for PFC Application 418 on
February 20, 2019.
CONTRACT/AGREEMENT CHANGES:
new agreement
STAFF RECOMMENDATION: Approval.
DOCUMENTATION:
EYW BHS Contract
FINANCIAL IMPACT:
Effective Date: Upon Notice to Proceed(NTP)
Expiration Date: 284 days after NTP
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Total Dollar Value of Contract: $1,412,585.00
Total Cost to County: n/a
Current Year Portion:
Budgeted:
Source of Funds: PFC Fund 406
CPI:
Indirect Costs:
Estimated Ongoing Costs Not Included in above dollar amounts:
Revenue Producing: If yes, amount:
Grant:
County Match:
Insurance Required:
Additional Details:
07/17/19 406-63603 - PASSNGER FACILITY CHG 40 $1,412,585.00
REVIEWED BY:
Pedro Mercado Completed 06/28/2019 4:47 PM
Richard Strickland Completed 06/30/2019 2:12 PM
Budget and Finance Completed 07/01/2019 9:16 AM
Maria Slavik Completed 07/01/2019 2:23 PM
Kathy Peters Completed 07/01/2019 3:15 PM
Board of County Commissioners Pending 07/17/2019 9:00 AM
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S E C T I O N D
CONTRACT
E W Baggage Conveyor System Upgrade
Key'West international Airport,
THIS AGREEMENT made and entered into the 27 day of
by and between . - —) I "T c m. Contractor,
and the Monroe County Board of Commissioners, Key West, Florida, Owner,
WITNESSETH;
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That the Contractor, for the consideration hereinafter fully set out hereby agrees with the
Owner as follows:
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1. That the Contractor, shall furnish all the materials, and perform all of the work in the
manner and form as provided by the following enumerated documents;
Instruction to Bidders, Form of Proposal, General Provisions, Special Provisions, Ln
Technical Specifications, Form of Contract, Form of Bond, Drawings and Addenda,
which are attached hereto and made a part hereof, as if fully contained herein, for
the construction of:
EYWiWa' Baggage Conveyor System Upgrade
Key West International Air ort
Monroe County, Florida co
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2. That the Contractor shall commence the work to be performed under this
agreement on a date to be specified in a written order of the Owner and shall
fully complete all work hereunder within two hundred and eight-four(284)calendar
days from the Notice-to-Proceed (Construction) as per Special Provision No. 2.
3, The Owner hereby agrees to pay to the Contractor for the faithful performance of the
agreement, subject to additions and deductions as provided in the
specifications or proposal in lawful money of the United States as follows:
Approximately ^ �✓ M' 111 in accordance with lump sum and unit Dollars
( p r prices set forth
in the proposal.
4.. On or before the 15th day of each calendar month, the second party shall make
partial payment to the Contractor on the basis of a duly certified and approved
estimate of work performed during the preceding calendar month by the
Contractor, less ten percent (10%) of the amount of such estimate which is to be
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retained by the Owner until all work has been performed strictly in accordance
with this agreement.
5. Upon submission by the Contractor of evidence satisfactory to the Owner that all
payrolls, material bills and other costs incurred by the Contractor in connection
with the construction of the work have been paid in full, final payment on account of
this agreement shall be made within twenty (20) days after the completion by the
Contractor of all work covered by this agreement and the acceptance of such work
by the Owner.
6. It is mutually agreed between the parties hereto that time is of the essence in this
contract and in the event the construction of the work is not completed within the
time herein specified, it is agreed that from the compensation otherwise to be
paid to the Contractor, the Owner may retain the amounts described in the
Liquidated Damages, Special Provision No. 3, per day for each day thereafter,
Sundays and holidays included, that the work remains uncompleted, which sum shall >
represent the actual damages which the Owner will have sustained per day by failure
of the Contractor to complete the work within the time stipulated and this sum is co
not a penalty being the stipulated damages the Owner will have sustained in
the event of such default by the Contractor.
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7, It is further mutually agreed between the parties hereto that if at any time after
the execution of this agreement and the surety bond hereto attached for its
faithful performance, the Owner shall deem the surety or sureties upon such
bond to be unsatisfactory, or if, for any reason, such bond ceases to be adequate to
cover the performance of the work, the Contractor shall, at its expense within five
(5) days after the receipt of notice from the Owner so to do, furnish an 0
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additional bond or bonds in such form and amount and with such surety or
sureties as shall be satisfactory to the Owner. In such event, no further payment to
the Contractor shall be deemed to be due under this agreement until such new or
additional security for the faithful performance of the work shall be furnished in
manner and form satisfactory to the Owner.
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 years following the
termination of this Agreement. If an auditor employed by the County or Clerk
determines that monies paid to Contractor pursuant to this Agreement were
spent for purposes not authorized by this Agreement, the Contractor shall repay the
monies together with interest calculated pursuant to Sec. 55,03, Florida
Statutes, running from the date the monies were paid to Contractor.
9. PUBLIC ACCESS. Public Records Compliance. Contractor must comply with
Florida public records laws, including but not limited to Chapter 119, Florida Statutes
and Section 24 of article I of the Constitution of Florida. The County and Contractor
shall allow and permit reasonable access to, and inspection of, all documents,
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records, papers, letters or other "public record" materials in its possession or under
its control subject to the provisions of Chapter 119, Florida Statutes, and made or
received by the County and Contractor in conjunction with this contract and related
to contract performance. The County shall have the right to unilaterally cancel this
contract upon violation of this provision by the Contractor. Failure of the Contractor
to abide by the terms of this provision shall be deemed a material breach of this
contract and the County may enforce the terms of this provision in the form of a court
proceeding and shall, as a prevailing party, be entitled to reimbursement of all
attorney's fees and costs associated with that proceeding. This provision shall
survive any termination or expiration of the contract.
The Contractor is encouraged to consult with its advisors about Florida Public
Records Law in order to comply with this provision.
Pursuant to F.S. 119.0701 and the terms and conditions of this contract, the
Contractor is required to:
(1) Keep and maintain public records that would be required by the County to
perform the service. co
(2) Upon receipt from the County's custodian of records, provide the County with
a copy of the requested records or allow the records to be inspected or copied within Ln
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 0
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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 E
destroy any duplicate public records that are exempt or confidential and exempt from
public records disclosure requirements. If the Contractor keeps and maintains public
records upon completion of the contract, the Contractor shall meet all applicable
requirements for retaining public records. All records stored electronically must be
provided to the County, upon request from the County's custodian of records, in a
format that is compatible with the information technology systems of the County.
(5) A request to inspect or copy public records relating to a County contract must
be made directly to the County, but if the County does not possess the requested
records, the County shall immediately notify the Contractor of the request, and the
Contractor must provide the records to the County or allow the records to be
inspected or copied within a reasonable time.
IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF
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CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO
PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE
CUSTODIAN OF PUBLIC RECORDS, BRIAN BRADLEY, AT (305) 292-3470.
10. HOLD HARMLESS AND INSURANCE: Notwithstanding any minimum
insurance requirements prescribed elsewhere in this agreement,
Contractor shall defend, indemnify and hold the County and the County's elected
and appointed officers and employees harmless from and against (i) any
claims, actions or causes of action, (ii) any litigation, administrative
proceedings, appellate proceedings, or other proceedings relating to any type
of injury (including death), loss, damage, fine, penalty or business
interruption, and (iii) any costs or expenses (including, without limitation,
costs of remediation and costs of additional security measures that t h e
Federal Aviation Administration, the Transportation Security
Administration or any other governmental agency requires by reason
of, or in connection with a violation of any federal law or regulation,
attorneys' fees and costs, court costs, fines and penalties) that may be 0
asserted against, initiated with respect to, or sustained by, any co
indemnified party by reason of, or in connection with, (A) any activity
of Contractor or any of its employees, agents, contractors or other invitees
on the Airport during the term of this Agreement, (B) the negligence or willful Ln
misconduct of Contractor or any of its employees, agents, 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 0
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CONTRACTOR). Insofar as the claims, actions, causes of action,
litigation, proceedings, costs or expenses relate to events or
circumstances that occur during the term of this Agreement, this section will
survive the expiration of the term of this Agreement or any earlier termination of
this Agreement.
In the event the completion of the project (including the work of others) is delayed or
suspended as a result of the Contractor's failure to purchase or maintain the
required insurance, the Contractor shall indemnify the County from any
and all increased expenses resulting from such delay.
The first ten ($10.00) of remuneration paid to the Contractor is for the
indemnification provided for above.
The extent of liability is in no way limited to, reduced, or lessened by the
insurance requirements contained elsewhere within this agreement.
CERTIFICATES OF INSURANCE. Original Certificates of Insurance shall be
provided to the COUNTY at the time of execution of this Agreement and certified
copies provided if requested. Each policy certificate shall be endorsed with a
provision that not less than thirty (30) calendar days' written notice shall be
provided to the COUNTY before any policy or coverage is canceled or restricted. The
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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. Failure of CONTRACTOR to comply with the
requirements of this section shall be cause for immediate termination of this
agreement.
10. NON-WAIVER OF IMMUNITY: Notwithstanding the provisions of Sec. 768.28,
Florida Statutes, the participation of COUNTY and CONTRACTOR in this
Agreement and the acquisition of any commercial liability insurance coverage, self-
insurance coverage, or local government liability insurance pool coverage shall
not be deemed a waiver of immunity to the extent of liability coverage, nor shall
any Agreement entered into by the COUNTY be required to contain any provision for
waiver.
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11. NO PLEDGE OF CREDIT: CONTRACTOR shall not pledge the COUNTY'S
credit or make it a guarantor of payment or surety for any contract, debt,
obligation, judgment, lien, or any form of indebtedness. CONTRACTOR further 0
warrants and represents that it has no obligation or indebtedness that would co
impair its ability to fulfill the terms of this contract.
12. NOTICE REQUIREMENT: Any notice required or permitted under this Ln
agreement shall be in writing and hand delivered or mailed, postage prepaid, to
the other party by certified mail, returned receipt requested, to the following:
FOR COUNTY:
Key West International Airport U
Attn: Richard Strickland C0
Director 6f Airports
3491 South Roosevelt Blvd.
Key West, FL 33040
FOR TRAC CO TOR:
G « �' rA .
13. 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 before the
appropriate administrative body in Monroe COUNTY, Florida.
14. MEDIATION: The COUNTY and CONTRACTOR agree that, in the event of
conflicting interpretations of the terms or a term of this Agreement by or between any
of them the issue shall be submitted to mediation prior to the institution of any
other administrative or legal proceeding. Mediation proceedings initiated and
conducted pursuant to this Agreement shall be in accordance with the Florida
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Rules of Civil Procedure and usual and customary procedures required by the
circuit court of Monroe County.
15, SEVERABILITY: If any term, covenant, condition or provision of this Agreement
(or the application thereof to any circumstance or person) shall be declared
invalid or unenforceable to any extent by a court of competent jurisdiction, the
remaining terms, covenants, conditions and provisions of this Agreement, shall
not be affected thereby; and each remaining term, covenant, condition and
provision of this Agreement shall be valid and shall be enforceable to the fullest
extent permitted by law unless the enforcement of the remaining terms,
covenants, conditions and provisions of this Agreement would prevent the
accomplishment of the original intent of this Agreement. The COUNTY and
CONTRACTOR agree to reform the Agreement to replace any stricken provision with
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a valid provision that comes as close as possible to the intent of the stricken
provision.
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16. ATTORNEY'S FEES AND COSTS: COUNTY and CONTRACTOR agree that in
the event any cause of action or administrative proceeding is initiated or 0
defended by any party relative to the enforcement or interpretation of this co
Agreement, the prevailing party shall be entitled to reasonable attorney's fees and
attorney's fees, in appellate proceedings. Each party agrees to pay its own court
costs, investigative, and out-of-pocket expenses whether it is the prevailing party or Ln
not, through all levels of the court system.
1T 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 no resolution can be agreed upon within 30 days after 0
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the first meet and confer session, the issue or issues shall be discussed at
a public meeting of the Board of County Commissioners. If the issue or issues
are still not resolved to the satisfaction of COUNTY and CONTRACTOR,
then any party shall have the right to seek such relief or remedy as may be provided
by this Agreement or by Florida law.
1& COOPERATION: In the event any administrative or legal proceeding is instituted e,
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.
M BINDING EFFECT: The terms, covenants, conditions, and provisions of this
Agreement shall bind and inure to the benefit of COUNTY and CONTRACTOR
and their respective legal representatives, successors, and assigns.
20. AUTHORITY: Each party represents and warrants to the other that the
execution, delivery and performance of this Agreement have been duly
authorized by all necessary County and corporate action, as required by law.
CONTRACT II-10
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21, 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.
22. 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 cia
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.
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21 NON-RELIANCE BY NON-PARTIES: No person or entity shall be entitled to rely
upon the terms, or any of them, of this Agreement to enforce or attempt to
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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, 0
or superior to the community in general or for the purposes contemplated in this co
Agreement.
24. NO PERSONAL LIABILITY: No covenant or agreement contained herein shall
be deemed to be a covenant or agreement of any member, officer, agent or
employee of Monroe County in his or her individual capacity, and no member, officer,
agent or employee of Monroe County shall be liable personally on this Agreement or
be subject to any personal liability or accountability by reason of the execution of this
Agreement.
25. EXECUTION IN COUNTERPARTS: This Agreement may be executed in any
number of counterparts, each of which shall be regarded as an original, all of which
taken together shall constitute one and the same instrument and COUNTY and
CONTRACTOR hereto may execute this Agreement by signing any such
counterpart.
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26. NON-DISCRIMINATION: Contractor agrees that there will be no discrimination against
any person, and it is expressly understood that upon a determination by a court of
competent jurisdiction that discrimination has occurred,this Agreement automatically
terminates without any further action on the part of any party, effective the date of
the court order. Contractor agrees to comply with all Federal and Florida statutes,
and all local ordinances, as applicable, relating to nondiscrimination. These include
but are not limited to: 1) Title VI of the Civil Rights Act of 1964 (PL 88-352) which
prohibits discrimination on the basis of race, color or national origin; 2) Title IX of the
Education Amendment of 1972, as amended (20 USC ss. 1681-1683, and 1685-
1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the
Rehabilitation Act of 1973, as amended (20 USC s. 794), which prohibits
discrimination on the basis of handicaps; 4) The Age Discrimination Act of 1975, as
amended (42 USC ss. 6101-6107)which prohibits discrimination on the basis of age;
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5) The Drug Abuse Office and Treatment Act of 1972 (PL 92-255), as amended,
relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive
Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970
(PL 91-616), as amended, relating to nondiscrimination on the basis of alcohol abuse
or alcoholism; 7) The Public Health Service Act of 1912, ss. 523 and 527 (42 USC 0
ss. 690dd-3 and 290ee-3), as amended, relating to confidentiality of alcohol and drug co
abuse patient records; 8) Title VIII of the Civil Rights Act of 1968 (42 USC s. et seq.),
as amended, relating to nondiscrimination in the sale, rental or financing of housing;
9) The Americans with Disabilities Act of 1990 (42 USC s. 1201 Note), as maybe Ln
amended from time to time, relating to nondiscrimination 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 nondiscrimination
provisions in any Federal or state statutes which may apply to the parties to, or the
subject matter of, this Agreement. 0
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CONTRACT I I-12
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IN WITNESS WHEREOF the parties hereto have executed this agreement on the day and date
first above written in two (2)counterparts, each of which shall,without proof or accounting for the
other counterpart, be deemed an original contract.
(Contractor) (Monroe County Board of
Commissioners)
By: By:
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Title:
President* 0
WITNESS: WITNESS::
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I,the undersigned authority, a Notary Public in and for said County and State hereby certify that
whose name as 0of co
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Gi 'Qad.s Cott ban],tw''Uscl
Is signed to the foregoing instrument and who
is known to me, acknowledged before me on this day that being informed of the contents
of the within instrument, he, in his capacity as such, executed the same voluntarily on the
date the same bears date.
Given under my hand and seal this day of 6n 20
JUDITH A.YOUNG
A Cornmiswoner for Oaths
Notary Public irunEc1conb ghm Do ,I
*Who is autt orize by the corp ation xecute this contract.
CONTRACT II-I 3
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CONTRACT 11-14
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