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Item D05 � D.5 � � �, BOARD OF COUNTY COMMISSIONERS County of Monroe � ��r�i �r � s�� Mayor Heather Carruthers,District 3 The Florida.Keys Mayor Pro Tem Michelle Coldiron,District 2 Craig Cates,District 1 David Rice,District 4 Sylvia J.Murphy,District 5 County Commission Meeting April 15, 2020 Agenda Item Number: D.5 Agenda Item Summary #6559 BULK ITEM: Yes DEPARTMENT: Facilities Maintenance TIME APPROXIMATE: STAFF CONTACT: Alice Steryou (305) 292-4549 None AGENDA ITEM WORDING: Approval of a First Amendment to Agreement with Sub-Zero, Inc., for Lower Keys HVAC Maintenance & Service, providing for a CPI-U adjustment of 2.3%, revise certain contract provisions, and to add Federal Provisions. Funding is Ad Valorem. ITEM BACKGROUND: On March 21, 2019, the BOCC approved a RFP Bid Award Agreement for Lower Keys HVAC Maintenance & Services with Sub-Zero Inc. There is an initial three (3)year term beginning April 1, 2019, which terminates on March 31, 2022. The County has an option to renew for an additional two (2) one-year periods. In this First Amendment, the County desires to revise in the contract the maintenance of records provision, non-discrimination, and termination clauses, and to update and/or add current revisions pursuant to its ordinances and/or Federal Required Contract Provisions. The contract amount may be adjusted annually in accordance with the percentage change in the U.S. Department of Commerce Consumer Price Index for all Urban Consumers (CPI-U) as reported by the U.S. Bureau of Labor Statistics at December 31 of the previous year. The CPI-U on December 31, 2019, was 2.3% with an effective date of April 1, 2020, for the below adjustments. With the adjustment, Sub-Zero's regular hourly rates for a mechanic shall increase from $88.00 to $90.02, and the hourly rate for a mechanic plus helper shall increase from $129.00 to $131.97, during normal working hours of 8:00 am to 5:00 pm, Monday through Friday, excluding holidays. The overtime labor rate for a mechanic shall increase from $105.00 to $107.42, and the hourly rate for a mechanic plus helper shall increase from $140.00 to $143.22, for hours not stated above, including holidays. PREVIOUS RELEVANT BOCC ACTION: March 21, 2019 BOCC approved a RFP Bid Award agreement for Lower Keys HVAC Maintenance & Services with Sub-Zero Inc. with an initial three (3) year term beginning April 1, 2019, and terminating on March 31, 2022. The County shall have an option to renew for an additional two (2) one-year periods. CONTRACT/AGREEMENT CHANGES: Packet Pg.224 D.5 First Amendment to Sub-Zero Agreement to increase hourly rates based on CPI-U adjustment and revise or add contract provisions. STAFF RECOMMENDATION: Approval DOCUMENTATION: First Amendment to Agreement with Ex A & corrected date - Sub-Zero (executed) 03/21/2019 Agreement FINANCIAL IMPACT: Effective Date: 4/01/2020 Expiration Date: 3/31/2022 Total Dollar Value of Contract: $120,000.00/year (CPI-U increase of$2,760.00/yr) Total Cost to County: $600,000.00 plus CPI-U adjustments (if all renewal options are exercised) Current Year Portion: $1,380.00 CPI-U increase 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 (3)year agreement with two (2) optional, one-year renewals. Effective date of April 1, 2020, for the 2.3% CPI-U adjustment as of December 31, 2019, which increases the various hourly rates. Additional contract provisions were either amended or added. 03/21/19 001-20501 - FACILITIES MAINTENANCE $8,280.00 03/21/19 101-20505 - CORRECTION FACILITIES $1,840.00 03/21/19 147-20503 - UNINC PARKS & BEACHES $920.00 Total: $11,040.00 REVIEWED BY: Patricia Eables Completed 02/20/2020 3:53 PM William DeSantis Completed 02/21/2020 8:20 AM Budget and Finance Completed 02/21/2020 9:51 AM Maria Slavik Completed 02/21/2020 9:55 AM Kathy Peters Completed 02/26/2020 9:08 AM Packet Pg.225 D.5 Board of County Commissioners Completed 03/18/2020 9:00 AM Packet Pg.226 D.5.a FIRST AMENDMENT TO AGREEMENT FOR LOWER KEYS HVAC MAINTEANCE AND SERVICE MONROE COUNTY, FLORIDA This First Amendment to Agreement is made and entered into this 18th day of March, e 2020, between MONROE COUNTY, FLORIDA ("COUNTY"), a political subdivision of the State of Florida, whose address is 1100 Simonton Street, Key West, Florida 33040, and SUB- ZERO, INC. ("CONTRACTOR"), a Florida corporation, whose address is 6003 Peninsular Ave.,No. 5, Key West, Florida 33040. WHEREAS, the parties hereto did on March 21, 2019, enter into an Agreement for Central Air Conditioning Maintenance and Repair Services to County Lower Keys Facilities (hereinafter"Original Agreement"); and WHEREAS, this First Amendment is to amend the Original Agreement to increase payment amounts by the annual CPI-U adjustment of2.3% as of December 31, 2019, pursuant to the terms of the Original Agreement; and WHEREAS, County desires to revise the maintenance of records provision, non- discrimination, and termination clauses in its contracts and/or agreement to update and/or add N. current revisions pursuant to its ordinances and/or Federal required contract provisions; and WHEREAS, Contractor agrees and consents to such revisions in its Original Agreement to correct errors and ensure compliance with the Maintenance of Records, Non-Discrimination, and Termination clauses, and compliance with Federal Required Contract Provisions 2 requirements; and 0 U WHEREAS, the parties have found the Original Agreement to be mutually beneficial and; LU WHEREAS, the parties find it would be mutually beneficial to amend its Agreement and enter into this First Amendment to Agreement; and NOW, THEREFORE, IN CONSIDERATION of the mutual promises and covenants set forth below, the parties agree as follows: 0 1. Paragraph S.D. of the Original Agreement is hereby amended pursuant to the annual CPI-U adjustment of 2.3°a as of December 31, 2019, as follows: a. Item S.D. under Contract Amount, the hourly rate for a mechanic shall increase E from $88.00 to $90.02 and the hourly rate for a mechanic plus helper shall increase from $129.00 to $131.97, during normal working hours of 8:00 am to 5:00 pm, Monday through Friday, excluding holidays, with an effective date of April 1, 2020; b. Item S.D. under Contract Amount, the overtime labor rate for a mechanic shall increase from $105.00 to $107.42 and the hourly rate for a mechanic plus helper 1 Packet iPg. 227 D.5.a shall increase from $140.00 to $143.22, for hours other than the normal working hours as stated above, including holidays, with an effective date of April 1, 2020. 2. In accordance with Paragraph 6 of the Original Agreement, the annual CPI-U adjustment, is amended as follows: 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 c be based upon the CPI-U computation at December 31 of the previous year and shall thereby be adjusted 2.3% based upon the CPI-U computation on December 31, 2019, with an effective date of April 1, 2020. 3. Paragraph 8, MAINTENANCE OF RECORDS, of the Original Agreement, shall be amended as follows: y . MAINTENANCE OF RECORDS Contractor shall maintain all books, records, and documents directly pertinent to performance under this Agreement in accordance with generally accepted accounting X principles consistently applied. Records shall be retained for a period of seven (7) P years from the termination of this agreement or for a period of five (5) years from the submission of the final expenditure report as per 2 C.F.R. §200.333, whichever is N. greater. 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 five (5) 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, or were wrongfully retained by the Contractor, the Contractor shall repay the monies together with interest calculated U pursuant to Sec. 55.03, Florida Statutes, running from the date the monies were paid to Contractor. Right to Audit Availability 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 c instructions, bidders list, etc.); original estimates; estimating work sheets; correspondence; change order files (including documentation covering negotiated settlements); backcharge 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 or the Monroe County Office of the Clerk of Court and Comptroller (hereinafter referred to as "County Clerk") to substantiate charges related to this agreement, and all other agreements, sources of information and matters that may in Owner's or the County Clerk'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 or the County Clerk. Owner or 7 Packet iPg. 228 D.5.a County Clerk 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 for seven (7) years after Final Completion of the Project. The County Clerk possesses the e independent authority to conduct an audit of Records, assets, and activities relating to this Project. 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 the Contractor. The Right to Audit provisions survive the termination or expiration of this Agreement. 4. Paragraph 10, HOLD HARMLESS, INDE IFICATION, DEFENSE, AND INSURANCE, of the Original Agreement, shall be amended to include the following paragraph as the fifth paragraph within Paragraph 10: X FDEM Indemnification To the fullest extent permitted by law, the Contractor shall indemnify and hold harmless the Agency, the State of Florida, Department of Emergency Management, N. and its officers and employees, from liabilities, damages, losses and costs, including, but not limited to, reasonable attoey's fees, to the extent caused by the negligence, I recklessness or intentional wrongful misconduct of the Contractor and persons employed or utilized by the Contractor in the performance of this Contract. This indemnification shall survive the termination of this Contract. Nothing contained in this paragraph is intended to nor shall it constitute a waiver of the State U of Florida and the (County) Agency's sovereign immunity. X UJ 5. Paragraph 13, NONDISCRIMINATION, of the Original Agreement, is hereby amended to include the following Federal Required Contract provisions, if applicable: 13. NNDISCRIINATION/EUUAL EPLOYENTOPPOTUNITY E A. CONTRACTOR and COUNTY agree that there will be no discrimination against any person, and it is expressly understood that upon a determination c by a court of competent jurisdiction that discrimination has occurred, this Agreement automatically terminates without any further action of the part of any party, effective the date of the court order. CONTRACTOR or COUNTY E agrees to comply with all Federal and Florida statutes, and all local ordinances, as applicable, relating to nondiscrimination. This include but are not limited to: 1) Title VII of the Civil Rights Act of 1964 (PL 88-352) which prohibits discrimination on the basis of race, color or national origin; 2) Title E 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), 3 Packet;Pg. 229 D.5.a which prohibits discrimination on the basis of handicaps; 4) The Age Discrimination Act of 1975, as amended (42 USC ss. 6101-6107) which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (PL 92-255), as amended, relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91-616), as amended, relating to nondiscrimination on the basis of alcohol a, abuse or alcoholism; 7) The Public Health Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd-3 and 290ee-3), as amended, relating to confidentiality of alcohol and drug abuse patient records; 8) Title VIII of Civil Rights Act of E 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. 12101 Note), as may be amended from time to time, relating to nondiscrimination of the basis of disability; 10) Monroe County Code Chapter 14, Article lI, which prohibits discrimination on the basis of race, color, sex, religion, national origin, ancestry, sexual orientation, gender identity or expression, familial status or age; 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. N. During the performance of this Agreement, the CONTRACTOR, in accordance with Equal Employment Opportunity (30 Fed. Reg. 12319, 12935, 3 C.F.R. Part, 1964-1965 Comp., p. 339)as amended by Executive Order 11375,Amending Executive Order 11246 Relating to Equal Employment Opportunity, and implementing regulations at 41 C.F.R. Part 60 (Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor), see 2 C.F.R. Part 200, Appendix II, ¶ C, agrees as 0 follows: 1) The CONTRACTOR will not discriminate against any employee or applicant X for employment because of race, color, religion, sex, sexual orientation, gender identity, or national origin. The CONTRACTOR will take affirmative action to ensure that applicants are employed, and that employees are treated equally during employment, without regard to their race, color, religion, sex, E sexual orientation, gender identity, or national origin. Such action shall include, but not be limited to the following: Employment, upgrading, c demotion, or transfer, recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for E training, including apprenticeship. The CONTRACTOR agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the contracting officer setting forth the provisions of this nondiscrimination clause. 2) The CONTRACTOR will, in all solicitations or advertisements for employees placed by or on behalf of the CONTRACTOR, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, sexual orientation, gender identity, or national origin. 4 Packet;Pg. 230 D.5.a 3) The CONTRACTOR will not discharge or in any other manner discriminate against any employee or applicant for employment because such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee or applicant. This provision shall not apply to instances in which an employee, who has access to the compensation information of other employees or applicants as a part of such employee's essential job functions, discloses the compensation of such other employees or applicants to individuals who do not otherwise have access to such information, unless such disclosure is in response to a formal complaint or charge, in furtherance of an investigation, proceeding, hearing, or action, E including an investigation conducted by the employer, or is consistent with the CONTRACTOR'S legal duty to furnish information. 4) The CONTRACTOR will send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice to be provided by the agency contracting officer, advising the labor union or workers' representative of the CONTRACTOR'S commitments under section 202 of Executive Order 11246 of September 24, X 1965, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. N. 5) The CONTRACTOR will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant , orders of the Secretary of Labor. 6) The CONTRACTOR will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by the rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the contracting agency and the Secretary of Labor for purposes of investigation to ascertain compliance with X such rules, regulations, and orders. 7) In the event of the CONTRACTOR'S non-compliance with the nondiscrimination clauses of this contract or with any of such rules, regulations, or orders, this contract may be canceled, terminated, or suspended E in whole or in part and the CONTRACTOR may be declared ineligible for further Government contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. 8) The CONTRACTOR will include the portion of the sentence immediately preceding paragraph (1) and the provision of paragraphs (1) through (7) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The CONTRACTOR will take such action with respect to any subcontract or purchase order as the administering agency may direct as a means of enforcing such provisions, including sanctions for non-compliance; provided, however, that in the event a 5 Packet iPg. 231 D.5.a contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the administering agency the CONTRACTOR may request the United States to enter into such litigation to protect the interests of the United States. 6. Paragraph 20, TERMINATIO , of the Original Agreement, is hereby deleted and the following paragraph is replaced in its entirety as Paragraph 20, which includes the following Federal Required Contract Provisions, if applicable: 0 20. TERMINATION A. In the event that the CONTRACTOR shall be found to be negligent in any aspect of service, the COUNTY shall have the right to terminate this Agreement after seven (7) days' written notification to the CONTRACTOR. B. 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 terms of the contract upon termination. C. Termination for Cause and Remedies: In the event of breach of any contract u terms, the COUNTY retains the right to terminate this Agreement. The 0 COUNTY may also terminate this Agreement for cause with CONTRACTOR N. should CONTRACTOR fail to perform the covenants herein contained at the time and in the manner herein provided. In the event of such termination, prior to termination, the COUNTY shall provide CONTRACTOR with seven (7) calendar days' notice and provide the CONTRACTOR with an opportunity to cure the breach that has occurred. If the breach is not cured, the Agreement will be terminated for cause. if the COUNTY terminates this Agreement with the 0 CONTRACTOR, COUNTY shall pay CONTRACTOR the sum due the 06 CONTRACTOR under this Agreement prior to termination, unless the cost of LU completion to the COUNTY exceeds the funds remaining in the contract; however, the COUNTY reserves the right to assert and seek an offset for damages caused by the breach. The maximum amount due to CONTRACTOR shall not in any event exceed the spending cap in this Agreement. In addition, the COUNTY reserves all rights available to recoup monies paid under this Agreement, including the right to sue for breach of contract and including the right to pursue a claim for violation of the County's False Claims Ordinance, located at Section 2- 721 et al. of the Monroe County Code. D. Termination for Convenience: The COUNTY may terminate this Agreement for convenience, at any time, upon ninety (90) days' notice to CONTRACTOR. If the COUNTY terminates this Agreement with the CONTRACTOR, COUNTY shall pay CONTRACTOR the sum due the CONTRACTOR under this Agreement prior to termination, unless the cost of completion to the COUNTY 0) exceeds the funds remaining in the contract. The maximum amount due to CONTRACTOR shall not exceed the spending cap in this Agreement. In addition, the COUNTY reserves all rights available to recoup monies paid under 6 Packet;Pg. 232 D.5.a this Agreement, including the right to sue for breach of contract and including the right to pursue a claim for violation of the County's False Claims Ordinance„ located at Art. IX, Section 2-721 et al. of the Monroe County Code. E. 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 in a boycott of Israel, the County shall have the a, option of (1) terminating the Agreement after it 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 E 287.135(5)(a), Florida Statutes, or (2) maintaining the Agreement if the conditions of Section 287.135(4), Florida Statutes, are met. 7. The Original Agreement is hereby amended to include the following identified as Paragraph 43, FEDERAL CONTRACT REQUIREMENTS, Paragraphs 44, 45, and 46, to include the following Federal Required Contract Provisions, if applicable: X 43. FEDERAL CONTRACT REQUIREMENTS N. The CONTRACTOR and its sub-contractors must follow the provisions, as applicable, as set forth in 2 C.F.R. §200.326 Contract provisions and Appendix II to Part 200, as amended, including but not limited to: 43.1 Clean Air Act (42 U.S.C. §§7401-7671g.) and the Federal Water Pollution 2 Control Act (33 U.S.C. §§1251-1387). CONTRACTOR agrees to comply with all applicable standards, orders, or regulations issued pursuant to the Clean Air Act (42 0 U.S.C. §§7401-7671q) and the Federal Water Pollution Control Act as amended (33 06 U.S.C. §§I251-1387) and will report violations to FEMA and the Regional Office of the Environmental Protection Agency (EPA). The Clean Air Act (42 U.S.C. §§7401-7671q) L XU and the Federal Water Pollution Control Act as amended (33 U.S.C. §§1251-1387) as amended, applies to Contracts and subgrants of amounts in excess of$150,000.00. 43.2 Davis-Bacon Act as amended 40 U.S.C. 3141-3148 . When required by Federal program legislation, which includes Emergency Management Preparedness Grant Program, Homeland Security Grant Program, Nonprofit Security Grant Program, Tribal Homeland Security Grant Program, Port Security Grant Program and Transit Security Grant Program, all prime construction contracts in excess of$2,000, for the construction, alteration, or repair (including painting and decorating) of public buildings or public works, awarded by non-Federal entities must comply with the Davis-Bacon Act (40 U.S.C. 3141-3144 and 3I46-3148) as supplemented by Department of Labor regulations (29 CFR Part 5, "Labor Standards Provisions Applicable to Contracts Covering Federally �_ Financed and Assisted Construction"). In accordance with the statute, CONTRACTORS must be required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, CONTRACTORS must be required to pay wages not less than once a week. if applicable, the COUNTY must place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation (attached hereto as Exhibit "A" 7 Packet iPg. 233 D.5.a and made a part hereof). The decision to award a contract or subcontract must be conditioned upon the acceptance of the wage determination. The COUNTY must report all suspected or reported violations to the Federal awarding agency. When required by Federal program legislation, which includes Emergency Management Preparedness Grant Program, Homeland Security Grant Program, Nonprofit Security Grant Program, Tribal Homeland Security Grant Program, Port Security Grant Program and Transit Security Grant Program (it does not apply to other FEMA grant and cooperative agreement programs, including the Public Assistance Program), the CONTRACTORS must also comply with the Copeland "Anti-Kickback" Act (40 U.S.C. 3145), as supplemented by Department of Labor regulations (29 CFR Part 3, "Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States"). As required by the Act, each CONTRACTOR or subrecipient is prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. The COUNTY must report all suspected or reported violations to the Federal awarding agency. The CONTRACTOR shall comply with 18 W U.S.C. § 874, 40 U.S.C. § 3145, and the requirements of 29 C.F.R. pt. 3 as may be applicable, which are incorporated by reference into this contract. i) Contractor. The CONTRACTOR shall comply with 18 U.S.C. §874, 40 U.S.C. § 3145, and the requirements of 29 C.F.R. pt. 3 as may be W applicable, which are incorporated by reference into this contract. S ii) Subcontracts. The CONTRACTOR or subcontractor shall insert in any N. subcontracts the clause above and such other clauses as the FEMA may by appropriate instructions require, and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime CONTRACTOR shall be responsible for the compliance by any subcontractor or lower tier subcontractor with all of these contract clauses. iii) Breach. A breach of the contract clauses above may be grounds for termination of the contract, and for debarment as a contractor and 0 subcontractor as provided in 29 C.F.R. § 5.12. X 43.3 Contract Work Hours and Safety Standards Act (40 U.S.C. &&3701-3708). Where LU applicable, which includes all FEMA grant and cooperative agreement programs, all contracts awarded by the COUNTY in excess of$100,000 that involve the employment of mechanics or laborers must comply with 40 U.S.C. §13702 and 3704, as supplemented 03 by Department of Labor regulations (29 CFR Part 5). Under 40 U.S.C. 3702 of the Act, each CONTRACTOR must compute the wages of every mechanic and laborer on the basis of a standard work week of forty (40) hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of forty (40) hours in E the work week. The requirements of 40 U.S.C. 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or E under working conditions which are unsanitary, hazardous, or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence. 43.4 Rights.to Inventions Made Under a Contract or Agreement. If the Federal award meets the definition of"funding agreement" under 37 CFR §401.2 (a) and the recipient or subrecipient wishes to enter into a contract with a small business firm or nonprofit a Packet iPg. 234 D.S.a organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that "funding agreement," the recipient or subrecipient must comply with the requirements of 37 CFR Part 401, "Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements," and any implementing regulations issued by the awarding agency. 43.5 Debarment and Suspension (Executive Orders 12549 and 12689). A contract award (see 2 CFR �l80.220) must not be made to parties listed on the government wide exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 CFR 180 that implement Executive Orders 12549 (3 CFR part 1986 � Comp., p. 189) and 12689 (3 CFR part 1989 Camp., p. 235), "Debarment and Suspension." SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549. 43.6 Byrd Anti-Lobbying Amendment (31 U.S.C. §1352). CONTRACTORS that apply or bid for an award exceeding $100,000 must file the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or W employee of any agency, a member of Congress, officer or employee of Congress, or an 0 employee of a member of Congress in connection with obtaining any Federal contract, N. grant or any other award covered by 31 U.S.C. 1352. Each tier must also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any , Federal award. Such disclosures are forwarded from tier to tier up to the non-Federal award. 43.7 Compliance with Procurement of Recovered Materials as set forth in 2 CFR 200.322. CONTRACTOR must comply with section 6002 of the Solid Waste disposal 0 Act, as amendment by the Resource Conservation and Recovery Act. The requirements of Section 6002 include procuring only items designed in guidelines of the Environmental Protection Agency (EPA at 40 CPR part 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competitions, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines. c Other Federal and/or FEMA Requirements (as applicable): E 43.8 Americans with Disabilities Act of 1990, as amended ADA . The E CONTRACTOR will comply with all the requirements as imposed by the ADA, the regulations of the Federal government issued thereunder, and the assurance by the CONTRACTOR pursuant thereto. 43.9 The CONTRACTOR shall utilize the U.S. Department of Homeland Security's E- Verify system to verify the employment eligibility of all new employees hired by the CONTRACTOR during the term of the Contract and shall expressly require any subcontractors performing work or providing services pursuant to the Contract to 9 Packet iPg. 23!5 D.5.a likewise utilize the U.S. Department of Homeland Security's E-Verify system to verify the employment eligibility of all new employees hired by the subcontractor during the Contract term. 43.10 Fraud and False or Fraudulent _or Related Acts. The CONTRACTOR. acknowledges that 31 U.S.C. Chap. 38 (Administrative Remedies for False Claims and Statements) applies to the CONTRACTOR'S actions pertaining to this contract. 43.11 Access to Records. Contractor/Consultant and their successors, transferees, assignees, and subcontractors acknowledge and agree to comply with applicable provisions governing the Department of Homeland Security (DHS) and the Federal Emergency Management Agency's (FEMA) access to records, accounts, documents, information, facilities, and staff. Contractors/Consultants must: (L) Cooperate with any compliance review or complaint investigation conducted by DHS; (2.) Give DHS access to and the right to examine and copy records, accounts, and other documents and sources of information related to the grant and permit access to facilities, personnel, and other �. individuals and information as may be necessary, as required by DHS regulations and other applicable laws or program guidance; and (3.) Submit timely, complete, and accurate reports to the appropriate DHS officials and maintain appropriate backup documentation to support the reports. W 0 43.12 Federal Government not a party to contract. CONTRACTOR acknowledges that N. the Federal Government is not a party to this contract and is not subject to any obligations or liabilities to the non-Federal entity, contractor, or any other party pertaining to any matter resulting from the contract. 43.13 Department of Homeland Security (DHS) Seal. Logo, and Flags. The CONTRACTOR shall not use the DHS seal(s), logos, crests, or reproductions of flags or 2 likenesses of DHS agency officials without specific FEMA pre-approval. 0 06 4314 Compliance with Federal Law. Regulations, and Executive Order. This is an acknowledgement that FEMA financial assistance will be used to fund the contract only. LU The CONTRACTOR will comply will all applicable federal law, regulations, executive orders, FEMA policies, procedures, and directives. 4315 Disadvantaged Business Ente rise DBE Policy and Obligation, It is the policy Q of the COUNTY that DBEs, as defined in 49 C.F.R. Part 26, as amended, shall have the opportunity to participate in the performance of contracts financed in whole or in part c with COUNTY funds under this Agreement. The DBE requirements of applicable federal and state laws and regulations apply to this Agreement. The COUNTY and its E CONTRACTOR agree to ensure that DBE's have the opportunity to participate in the performance of this Agreement. In this regard, all recipients and contractors shall take all E necessary and reasonable steps in accordance with applicable federal and state laws and regulations to ensure that the DBE's have the opportunity to compete for and perform contracts, including but not limited to 2 C.F.R. §200.321. The COUNTY and the CONTRACTOR and subcontractors shall not discriminate on the basis of race, color, national origin, or sex in the award and performance of contracts, entered pursuant to this Agreement. Packet;Pg. 236 D.5.a 2 C.F.R. 200.321 CONTRACTING WITH SMALL AND MINORITY BUSINESSES, WOEN'S BUSINESS ENTERPRISES, AND LABOR SURPLUS AREA FIRMS. a. If the CONTRACTOR, with the funds authorized by this Agreement, seeks to subcontract goods or services, then, in accordance with 2 C.F.R. §200.321, the CONTRACTOR shall take the following affirmative steps to assure that minority businesses, women's business enterprises, and labor surplus area firms are used whenever possible: b. Affirmative steps must include: i. Placing qualified small and minority businesses and women's business enterprises on solicitation lists; ii. Assuring that small and minority businesses, and women's business enterprises are solicited whenever they are potential sources; iii. Dividing total requirements, when economically feasible, into smaller tasks or quantities to permit maximum participation by small and minority businesses, and women's business enterprises; iv. Establishing delivery schedules, where the requirement_permits, which encourage participation by small and minority businesses, and women's business enterprises; V. Using services and assistance,:: as appropriate, of such organizations � as the Small Business Administration and the Minority Business Development W Agency of the Department of Commerce. S vi. Requiring the Prime contractor, if subcontractors are to be let, to °N. ' take affirmative steps listed in paragraph(i.) through(v.) of this section. 43.16 Changes to Contract. The Contractor understands and agrees that any cost resulting from a change or modification, change order, or constructive change of the Agreement must be within the scope of any Federal grant or cooperative agreement that 2 may fund this Project and be reasonable for the completion of the Project. Any contract change or modification, change order or constructive change must be approved in writing 0 by both the County and Contractor. 43.17 The Contractor shall utilize the C.S. Department of Homeland Security's - Lu Verify system to verify the employment eligibility of all new employees hired by the Contractor during the term of the Contract and shall expressly require any subcontractors performing work or providing services pursuant to the Contract to likewise utilize the U.S. Department of Homeland Security's E-Verify system to verify the employment eligibility of all new employees hired by the subcontractor during the Contract term. 0 44. The Contractor is bound by the terms and conditions of the Federally-Funded Subaward and Grant Agreement between County and the Florida Division of Emergency E Management (Division) found at the following link on the Monroe County web page: littp://fl-nioni-oecountv.civicL)Ius.com/Bids.aspX?CatID—,l 8. E 45. The Contractor is bound by all applicable local, County, State, and Federal laws and regulations. 46. The CONTRACTOR shall hold the Division and County harmless against all claims of whatever nature arising out of the CONTRACTOR'S performance of work under this Agreement, to the extent allowed and required by law. 11 Packet iPg. 237 i D.S.a 8. Except as set forth in Paragraphs I through 7 of this First Amendment to Agreement, in all other respects, the terms and conditions set forth in the Original Agreement, as amended,r in in fullforce and effect. WITNESSIN , the parties hereto have set their hands and seals the day and year first above written. o (SEAL) BOARD OF COUNTY COMMISSIONERS Attest. L COUNTY, y: y: W Deputy Clerk Mayor Date: ate- x 0 CONTRACTOR: SUB-ZERO, N. Witness far T ASIgnafti 4of rso trt� to U i n tune legally bind SUB-ZERO, INC. 2 0 Printed NameN `.� ate: �" L , ni t print d itl LJ E rs : - _.. i Natr Prime --- Telephone Number Date E MONROE COUNTY A O ICE 5�ATRMIAEABFES ASSSTJ DATE. --- - - E I Packet iPg. 238 D.5.a Page 1 o "General Decision Number: FL20200022 1/03/2C20 CJ Superseded General Decision Number: FL201 0022 State: Florida ur Construction Type: wilding County: Monroe County in Florida. BUILDING CONSTRUCTION PROJECTS (does not include single family homes or apartments up to and including 4 stories) . � Note: Under Executive Order (EO) 13658, an hourly minimum wage : f $10.80 for calendar year 2020 applies to all contracts subject to the Davis-Bacon Act for which the contract is awarded � (and any solicitation was issued) on or after January 1, 2015. f this contract is covered by the DO, the �._c)ntractor must pay all workers in any classification listed on this wage determination at least $10.80 per hour (or the applicable wage .rate .listed on this wage determination, if it is higher) � for all hours spent performing on the contract in calendar W year 2020. If this contract is covered by the EO and classification considered necessary for performance of work on the contract does not appear on this wade determination, the sN. ) contractor must pay workers in that classification at least the wade rate determined through the conformance process set forth. in 29 CFR5.5(a) (1) (ii) (or the EO minimum swage rate, if it is higher than the conformed wage rate) . The EO minimum wage rate will be adjusted annually. Please note that this EO applies to the above-mentioned types of contracts entered into by the federal government that are subject to the Davis-Bacon Act itself, but it does not apply � to contracts subject only to the Davis-Bacon Related Facts, 0 including those set forth at 29 CFR 5.1 (a) (2)-( 0) . Additional information on contractor requirements and worker protections 06 under the EO is available at www.dol.gov/whd/govcontracts. Modification Number Publication Date 0 01/03/2020 W * ELECO349-003 09/02/2019 2! Rates Fringes -----ELECTRICIAN 3S ----------------- - ._ _ _--__--„-- ----- E ----- - -_ ENG10487-004 07/01/2013 � Rates Fringes s� OPERATOR: Crane All Cranes Over 15 Ton Capacity_ _ . . . . . . . . . . . . . . .$ 29.00 9. 0 � Yard Crane, Hydraulic Crane, Capacity 15 Ton and � ]nder. . , , < . . . . . . . . . . . . . < . < . .$ 22.00 8.80 ---------------------------------------------------------------- IROI 0272°-004 10/01/201 EKRIBIT "A" Packet,Pg. 239 https://beta.sa .gov/wage- ete iatio / L20002 /0?index=wd keywords is active... Page 2 o Rates Fringes IRONWORKER, STRUCTURAL AND REINFORCING. . . . . . . . . . . . . . . . . . -$ 25.49 11.99 > ---------------------------------------------------------------- Ch PAIN0365-004 08/01/2019 Rates Fringes PAINTER: Brush Only. . . . . . . . . . . . .$ 20.21 11.28 ---------------------------------------------------------------- SFFLO821-001 01/01/2019 E Rates Fringes E SPRINKLER FITTER (Fire Sprinklers) . . . . .. . . . 28.38 19.44 ---------------------------------------------------------------- SHEE0032-003 12/01/2013 Rates Fringes SHEETMETAL WORKER �HVAC Duct X Installation) . . . . . . . . . . . . . . . . . . .$ 23.50 12.18 ---------------------------------------------------------------- 0 SUFL2009-059 05/22/2009 N. .0 Rates Fringes :5 U) CARPENTER. . . . . . . . . . . . . . . . . . . . . . .$ 15.08 5.07 CEMENT MASON/CONCRETE FINISHER. . .$ 12.45 0.00 FENCE ERECTOR. . . . . . . . . . . . . . . . . . . .$ 9.94 0.00 LABORER: Common or General. . . . . .$ 8.62 0.00 0 U 06 LABORER: Pip elayer. . . . . . . . . . . . . .$ 10.45 0.00 < X OPERATOR: Back hoe/Excavator. . . . .8 16.98 0.00 OPERATOR: Paver (Asphalt, Aggregate, and Concrete) . . . . . . . . .$ 9.58 0.00 E OPERATOR: Pump. . . . . . . . . . . . . . . . . .$ 11.00 0.00 PAINTER: Roller and Spray. . . . . . .$ 11.21 0.00 PLUMBER. . . . . . . . . . . . . . . . . . . . . . . . . .$ 12.27 3.33 E ROOFER: Built Up, Composition, [lot Tar and Single Ply. . . . . . . . . . . . . . . . . . . . . . .$ 14.33 0.00 E SHEET METAL WORKER, Excludes HVAC Duct Installation. . . . . . . . . -$ 14.41 3.61 U- TRUCK DRIVER, Includes Dump E and 10 Yard Haul Away. . . . . . . . . . . .$ 8.00 0.15 ---------------------------------------------------------------- WELDERS - Receive rate prescribed for craft performing operation to which welding is incidental. Packet Pg. 240 https://beta.sam.gov./wage-determination/FL20200022/0?index=wd&keywords=&is-active... D.5.a Page 3 o Note: Executive Order (E ) 13706, Establishing Paid Sick Leave for Federal Contractors applies to all contracts subject to the Davis-Bacon Act for which the contract is awarded (and any solicitation was issued) on or after "January 1, 2017. If this contract is covered by the Era, the contractor must provide employees with 1 hour of paid sick leave for every 30 hours � they work, up to 56 hours of paid sick leave each year. Employees must be permitted to use paid sick leave for their oars illness, injury or other health-related seeds, including preventive care; to assist a family member (or person who is like family to the employee) who is ill, injured, or has other health--related needs, including preventive care; or for reasons resulting from, or to assist a family member (or person who is � like family to the employee) who is a victims of, domestic violence, sexual assault, or stalking. Additional information y on contractor requirements and worker protections under the E is available at www.dol.gov/woad/govc;ontract.s, Unlisted classifications needed for work rest included within � the scope of the classifi caticris listed may be added after � award only as provided in the labor standards contract clauses (29CFE 5.5 (a) (1) (ii) ) , W 0 W -__--_-_--Y_____________________________________________________ N. The beady of 6sach wage determinati<n "ists the classification � and wage rats that have been found to be prevailing for the cited type(s) of construction in the area covered by the same determination. The classifications are listed in alphabetical � order o """identifiers"" that indicate whether the particular � rate is a union rate (current union negotiated rate for local) , a surrey rate (weighted average rate) or a union average rate U (weighted union average rate) Union Rate Identifiers A four letter classification abbreviation .identifier enclosed in dratted lines beginning with characters other than °�"6[1"" or "'UAV ' ' denotes that the union classification and rate were � prevailing for that classification in the survey. Example: E PLUM0198- 05 07/01/2014. PLUM .is an abbreviation identifier of � the union which prevailed in the survey for this classification, which in this example would be Plumbers. 0.190 indicates the local union number or district council number where applicable, i.e. , Plumbers Local 0198. The next number, 005 in the example, is an internal number used in processing the wade determination. i7/01/2014 is the effective date of the most current negotiated rate, which in this example is "July 1, � 2014 Onion prevailing gage rates are updated to reflect all rate changes in the collective bargaining agreement W A) governing _ this classification and rate. Survey mate Identifiers Classifications listed under the ",°"SU "" identifier indicate that no one rate prevailed :for this classification in the survey and the published rate is derived by computing a weighted average rate based on all the rates reported in the survey for that Packet,Pg. 241 htt s:°/beta.sa .gory/wage-deter inatio F 20 00022/0`i dexz wd key ords is-active... D.5.a e ® classification. As this weighted average rate includes all rates reported in the survey, it may include both union and non-union rates. Example: SULA2012-007 5/1 /2014. SU indicates the rates are survey rates based on a weighted average calculation of rates and are not majority rates. LA indicates Ch the State of Louisiana. 2012 is the year of survey on which these classifications and rates are based. The next number, 007 in the example, is an internal number used in producing the same determination. /13/2014 indicates the survey completion date for the classifications and rates under that identifier. Survey swage rates are not updated and regain in effect until a w survey is conducted. Onion Average Rate Identifiers � Classification(s) listed under the UAVG identifier indicate y that no single majority rate prevailed for those classifications; however, 100 of the data reported for the �-- classifications was union data. EXAMPLE: U VG-OH-0010 0 /29/ 014. UAVG indicates that the rate is a weighted union � average rate. OH indicates the state. The next number, 0010 in � the example, is an internal number used in producing the wage W x determination. 0 /2 /2014 indicates the survey completion date W for the classifications and rates under that identifier. W A UAVG rate will be updated once a year, usually in January o each year, to reflect a weighted average of the current negotiated/CA rate of the union locals from which the rate is based. W ---------------------------------------------------------------°- WAGE DETERMINATIONAPPEALS PROCESS U 06 1. ) Has there been an initial decision in the matter? This can be: an existing published wage determination * a survey underlying a wage determination a Wage and dour Division letter setting forth a position on � a swage determination matter * a conformance (additional classification and rate) ruling n survey related matters, initial contact, including requests for summaries of surveys, should be with the Wage and Hour Regional Office for the area in which the survey was conducted � because these Regional Offices have responsibility for the Davis-Bacon survey program. If the response from this initial contact .is not satisfactory, then the process described in 2. ) � and . ) should be followed, With regard to any other matter not yet ripe for the formal process described here, initial contact should be with the Branch of Construction Wage Determinations. Write toy Branch of Construction Wade Determinations Wage and Hour Division U.S. Department of Labor 200 Constitution Avenue, N.W. Washington, DC 20210 Packet,Pg. 242 https://beta.sam.gov/wage-determin do /FL2 2 00022/0?indexes- keywords= is_active... D.5.a Page S o 2.) If the answer to the question in 1.) is yes, then an interested party (those affected by the action) can request review and reconsideration from the Wage and Hour Administrator (See 29 CFR Part 1.8 and 29 CFR Part 7) . Write to: Wage and Hour Administrator U.S. Department of Labor � 200 Constitution Avenue, N.W. � Washington, DC 20210 0 The request should be accompanied by a full statement of the interested party's position and by any information (wage � payment data, project description, area practice material etc.) that the requestcr considers relevant to the issue. 3. ) If the decision of the Administrator is not favorable, an interested party may appeal directly to the Administrative y Review Board (formerly the Wage Appeals Board) . Write to. U- Administrative Review Board U.S. Department of Labor 200 Constitutr.)n Avenue, I .W. Washington, DC 20210 W 4. ) All decisions by the Administrative Review Board are final. N. ND OF GENERAL DECISION 0 U 06 UJ c� Packet,Pg. 243 tt s.// et .s . ov/wage-deter i ation/ L20200022/ ?index— keywords. is active... D.5.a 8. Except as set forth in Paragraphs 1 through 7 of this First Amendment to Agreement, in all other respects, the terms and conditions set forth in the Original Agreement, as ended, remain in full force and effect. IN WITNESS , the parties hereto have set their hands and seals the day and year first above written. 0 (SEAL) BOARD OF COUNTY COMMISSIONERS E Attest: KEVIN MADOK, CLERK OF MONROE COUNTY, FLOIA y: By: Deputy Clerk Mayor Date: Date: X 0 CONTRACTOR: SUB-ZERO, C. N. Witnesses for CONTRACTOR.: Signature of person authorized to Signature legally bind SUB-ZERO, INC. U Printed Name: Date. 06 X Date Print Name and Title Address: E Signature Printed Name: Telephone Number Date MONROE COUNTY ATTORNEYSOFFICE AP PROVE T F w PATRICIA EABLES SIST DATE: 12 Packet iPg. 244 �a couarQ D.5.b Kevin Madok, CPA jQG.��u curauE:o'bq y qY ' .D 3i 4 Clerk of the Circuit Court&Comptroller— Monroe County, Florida DATE: April 15, 2019 TO: Alice Steryou Contract Monitor FROM: Pamela G. Hanc C. SUBJECT: March 21"BOCC Meeting 06 Attached is an electronic copy of each of the below items for your handling. C2 Agreement with Sub-Zero, Inc., in an annual amount not to exceed $120,000.00, for Lower Keys HVAC Maintenance& Service. Funding is ad valorem. C3 Agreement with Master Mechanical Services, Inc., in an annual amount not to exceed $70,000.00, for Middle Keys HVAC Maintenance& Service. Funding is ad valorem. C12 Agreement with Master Mechanical Services, Inc., in an annual amount not to c exceed $50,000.00, for Upper Keys HVAC Maintenance& Service. Funding is ad valorem. C14 Agreement with Air Mechanical and Service Corp., in an annual amount not to exceed $220,000.00, for Chiller Maintenance& Service in Monroe County. Funding is ad valorem. C16 1st Amendment to Agreement with Stockton Maintenance Group, Inc. for Lower W Keys Janitorial Services to add janitorial services at the Department of Juvenile Justice Building, second floor, in the monthly amount of$8,052.43. Funding is ad valorem. Should you have any questions, please feel free to contact me at(305) 292-3550. Thank you. cv cv r9 cc: Facilities Supervisor County Attorney Finance File KEY WEST MARATHON PLANTATION KEY PK/ROTH BUILDING 500 Whitehead Street 3117 Overseas Highway 88820 Overseas Highway 50 High Point Road Key West,Florida 33040 Marathon,Florida 33050 Plantation Key,Florida 33070 Pla 0 305-294-4641 305-289-6027 305-852-7145 30 Packet Pg.245 D.5.b 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 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 06 described in Exhibit "A"; and WHEREAS, CONTRACTOR desires to and is able to perform the work or services described in attached Exhibit"A"; and 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 c The Agreement consists of this document,the Request for Proposals("RFP")documents,exhibits, and any addenda only. E 2. SCOPE OF WORK: E 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,power,tools,equipment,supplies, E permits, if any are necessary, and any other means of construction or work necessary or 2 proper for performing and completing the Scope of Work, unless otherwise specifically stated. N See Exhibit"A" M 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 l Lower Keys HVAC Mainteance and Service Agreement Packet Pg.246 D.5.b 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. 4. Background Checks/Finger Printing Contractor employees must consent to Level One background checks and the results are to be provided to the County within thirty (30) days of award of the contract. The County 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: A. Warrants check; B. Fingerprints; C. Local Records check:D. Prior employment check;and E. Criminal History check E are required of Contractor's personnel that will enter Monroe County Sheriffs Office ("MCSO") facilities. Background checks on such personnel will be conducted by the MCSO. N 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 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.247 D.5.b 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. ? 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. 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 c 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 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: N 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.248 D.5.b $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. Refrigerants evacuation and disposal shall be a part of the Contractor's rate, and shall not be billed as an additional item. Contractor shall provide all Refrigerants weight and compliance reports as per EPA refrigerant recycling regulations under Section 608 of the Clean Air Act and any amendments. 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 a 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. N 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.249 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 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 the Contractor. Right to Audit. Arailability 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); backcharge 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 o 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 andlor 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 y 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 for seven(7) years after Final Completion. 9. PUBLIC RECORDS COMPLIANCE N Contractor must comply with Florida public records laws,, including but not limited to Chapter 119, Florida Statutes and Section 24 of Article 1 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.250 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. 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. (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 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 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 W the County or allow the records to be inspected or copied within a reasonable time. If the Contractor does not comply with the County's request for records, the County shall enforce the public records contract provisions in accordance with the contract, notwithstanding the County's option and right to unilaterally cancel this contract upon violation of this provision by the Contractor. A Contractor who fails to provide the public records to the County or pursuant to a valid public records request within a reasonable time may be subject to penalties under Section 119.10, Florida Statutes. The Contractor shall not transfer custody,release,alter,destroy or otherwise dispose of any E public records unless or otherwise provided in this provision or as otherwise provided by law.IF THE CONTRACTOR HAS OUESTIONS REGARDING THE APPLICATION OF CHAPTER 119,FLORIDA STATUTES,TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS, BRIAN BRADLEY AT PHONE# 305-292-3470 BRADLEY- BRIANQ,MONROECOUNTY-FL.GOV, MONROE COUNTY ATTORNEY'S OFFICE 111112TH STREET, SUITE 408,KEY WEST,FL 33040. 6 Lower Keys HVAC Mainteance and Service Agreement Packet Pg.251 10. HOLD HARMLESS, INDEMNIFICATION,DEFENSE,AND INSURANCE Notwithstanding any minimum insurance requirements prescribed elsewhere in this agreement,. Contractor shall defend, indemnify, and hold the County and the County's elected and appointed officers and employees harmless from and against (i) any claims, actions or causes of action, (ii) any litigation, administrative proceedings, appellate proceedings, or other proceedings relating to any type of injury (including death), loss, damage, fine, penalty or business interruption, and (iii) any costs or expenses that may be asserted against, initiated with respect to, or sustained by, any indemnified party by reason of, or in connection with, (A)any activity of Contractor or any of its employees, agents, contractors, or other invitees during the term of this Agreement, (B) the 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 liability under this Agreement shall be not less than$1 miIlion 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. 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, the Contractor shall indemnify the County from any and all increased expenses resulting from such E 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 E 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. 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$100,000.00 bodily injury by accident, $500,000.00 bodily injury by disease, policy limitsi 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 S300.000.00 per occurrence, combined single limit for Bodily Injury Liability and Property Damage Liability. Coverage shall include all owned vehicles, all non-owned vehicles, and all 7 Lower Keys HVAC Mainteance and Service Agreement Packet Pg.252 D.5.b hired vehicles. If single limits are provided, the minimum acceptable limits are S200.000.00 per person, 300.000.00 per occurrence, and S200.000.00 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 S500,000.00 per occurrence combined single limit for Bodily Injury a, Liability and Property Damage Liability. CERTIFICATES OF INSURANCE. Original Certificates of Insurance shall be provided to the ? County at the time of execution of this Agreement and certified copies provided if requested.Each policy certificate shall be endorsed with a provision that not less than thirty (30) calendar days' written notice shall be provided, to the County before any policy or coverage is canceled or restricted. The underwriter of such insurance shall be qualified to do business in the State of Florida. If requested by the County Administrator, the insurance coverage shall be primary insurance with respect to the County, its officials, employees,agents, and volunteers. MONROE COUNTY BOARD OF COUNTY COMMISSIONERS MUST BE NAMED AS ADDITIONAL INSURED ONALL POLICIES EXCEPT WORKER'S COMPENSATION. 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 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, subcontractors, servants, or agents to be employees of the Board of County Commissioners of Monroe County. CD 2 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 Florida statutes, and all local ordinances, as applicable, relating to nondiscrimination. These include but are not limited to: 1) Title VII 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.253 D.5.b 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 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 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. 15. COMPLIANCE WITH LAW AND LICENSE REQUIREMENTS E 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. y 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 E throughout the term of this Agreement. 2 16. DISCLOSURE AND CONFLICT OF INTEREST N 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.254 Agreement and that it has not paid or agreed to pay any person, company,corporation,individual, or firm, other than a bona fide employee working solely for it, any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For the breach or violation of the provision, the Contractor agrees that the County shall have the right to terminate this Agreement without liability and, at its discretion, to offset from monies owed, or otherwise recover, the full amount of such fee, commission, percentage, gift, or consideration. 17.NO PLEDGE OF CREDIT Contractor shall not pledge the County's credit or make it a guarantor of payment or surety for any ) contract,debt,obligation,judgment,lien,or any form of indebtedness. Contractor further warrants and represents that it has no obligation or indebtedness that would impair its ability to fulfill the terms of this contract. 18.NOTICE REQUIREMENT Any notice required or permitted under this Agreement shall be in writing and hand delivered or sent by United States Mail, postage prepaid, to the other party by certified mail, return receipt 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 County Attorney 1111 12"'Street, Suite 408 Key West, FL 33040 19.TAXES County is exempt from payment of Florida State Sales and Use taxes. Contractor shall not be exempted by virtue of the County's exemption from paying sales tax to its suppliers for materials used to fulfill its obligations under this contract, nor is Contractor authorized to use the County's Tax Exemption Number in securing such materials.Contractor shall be responsible for any and all taxes,or payments of withholding,related to services rendered under this agreement. 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.255 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 terms 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 in a boycott of Israel, the County shall have the option of(1) terminating the Agreement after it 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. 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 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 E term of this Agreement by or between any of them the issue shall be submitted to mediation prior y 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. CD 23. SEVERABILITY If any term, covenant, condition or provision of this Agreement(or the application thereof to any circumstance or person) shall be declared invalid or unenforceable to any extent by a court of competent jurisdiction, the remaining terms, covenants, conditions and provisions of this Agreement, shall not be affected thereby; and each remaining term, covenant, condition and provision of this Agreement shall be valid and shall be enforceable to the fullest extent permitted by law unless the enforcement of the remaining terms,covenants,conditions and provisions of this Agreement would prevent the accomplishment of the original intent of this Agreement. The County and Contractor agree to reform the Agreement to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. 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, l 1 Lower Keys HVAC Mainteance and Service Agreement Packet Pg.256 the prevailing party shall be entitled to reasonable attorney'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. 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 assigns. 28. AUTHORITY E 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 OR STATE AID CD 2 CD 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. 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.257 D.5.b 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 0) 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. 32. NON-RELIANCE BY NON-PARTIES Non-Delegation of Constitutional or Statutory Duties. No person or entity shall be entitled to rely upon the terms,or any of them,of this Agreement to enforce or attempt to enforce any third-party claim or entitlement to or benefit of any service or program contemplated hereunder, and the County and the Contractor agree that neither the County nor the Contractor or any agent, officer, or employee of either shall have the authority to inform, counsel, or otherwise indicate that any particular individual or group of individuals,entity or entities,have entitlements or benefits under this Agreement separate and apart, inferior to, or superior to the community in general or for the purposes contemplated in this Agreement. y 33. ATTESTATIONS Contractor agrees to execute such documents as the County may reasonably require to include a Public Entity Crime Statement, an Ethics Statement, and a Drug-Free Workplace Statement. 34. NO PERSONAL LIABILITY No covenant or agreement contained herein shall be deemed to be a covenant or agreement of any E 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. 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. N 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.258 D.5.b 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 agreement is not to be construed against either party on the basis of authorship. 39. INCORPORATION OF RFP DOCUMENTS The terms and conditions of the RFP documents are incorporated by reference in this contract agreement. 40. ANNUAL APPROPRIATION The County's performance and obligation to pay under this Agreement is contingent upon an annual appropriation by the Board of County Commissioners. In the event that the County funds on which this Agreement is dependent are withdrawn,this Agreement is terminated and the County has no further obligation under the terms of this Agreement to the Contractor beyond that already incurred by the termination date. 41. ENTIRE AGREEMENT This writing embodies the entire agreement and understanding between the parties hereto, and there are no other agreements and understandings, oral or written, with reference to the subject matter hereof that are not merged herein and superseded hereby. Any amendment to this Agreement shall be in writing, approved by the Board of County Commissioners, and signed by both parties before it becomes effective. CD 2 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. M [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 14 Lower Keys HVAC Mainteance and Service Agreement Packet Pg.259 IN WITNESS WHEREOF; each party has caused this Agreement to be executed by its duly representative. y i f oar• BOARD OF COUNTY COMMISSIONERS VIN MADOK, CLERK OF MONR CO , FLORIDA By: By: ) Deputy Clerk N19yor Date: , yl zo, i 9 Date:_u y l Z/, 241 q Witnesses for CONTRACTOR: CONTRACTOR: XO,INC. 4no 4L& Signature o person thorize o Signature legally bind CONTRACTOR act � Date: L9 aEm 6 1 S ate Print Name Print Name and itle Address: LjZ V' Si nature _ rZ�n5 2C3d eq2LA5 Telephone Number Date Print Name 7N .� MONROE COUNTY ATTORNEY'S OFFICE p A TO OR LL- i --� PATRICIA EABLES cc CC CL. !i r p ASSISTANT 00 A RNEY ,mot .cc rl. QATE• Z 9.-.} . � �Jzc . 15 Lower Keys HVAC Mainteance and Service Agreement Packet Pg.260 D.5.b EXHIBIT "A" SPECIFICATIONS: A) Routine repairs and maintenance of all County maintained central air conditioning units 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 all County maintained central air conditioning units so that such emergency repairs will be completed within forty-eight (48) hours of y notification by the County. D) The County shall pay the actual cost of parts,materials,and refrigerants,excluding freight, c 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, y 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.261 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 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 E BERNSTEIN PARK COMMUNITY CENTER 6751 Fifth Street, Stock Island, Key West E 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 Requirements 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.262 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. 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. ) A General repair of all existing equipment HVAC equipment. 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 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. 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 W 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. N ii. The County, from time to time, may request additional installations or services from the 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 0) 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.263 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 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 Maintenance Department administering the contracts. Deficiencies shall be corrected within a 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. 0 N N 19 Lower Keys HVAC Mainteance and Service Agreement Packet Pg.264 �^ SUBZE-1 A` ®- Q/YYYY) (MMfD ATE CERTIFICATE OF LIABILITY INSURANCE DATE THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW, THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION 15 WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsements. ROD CER 305-294-7696 CT Atlantic Pacific-Key West PHONE 305-294-7696 Fax 305-294-7383 1010 Kennedy Dr,Suite 203 (AIC,No,Ext): (AlC,No Key West,FL 33040 E-MAIL c ernandez a --J Richard Horan ADD E g: @ pins.com INSURERS AFFORDING COVERAGE NAIC# INSURER A:Allstate INSURED Sub Zero Inc. INSURER B:FCCI Insurance Co. 10178 2 6003 Peninsula Ave#5 Key West,FL 33040 INSURER C: INSURER D INSURER E: INSURER F COVERAGES CERTIFICATE UMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS ¢CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. ILTR NSR TYPE OF INSURANCE ADDL SUBR EXP POLICY POLICY EFF P POLICY NUMBER PO LIMITS B X COMMERCIAL GENERAL LIABILITY 1,000,000 L '�y�� mmighryYyyi EACH OCCURRENCE g x OCCUR Y GL100034785-01 01/02/2019 01/02/2020 DAMAGE TO RENTED g 100,000 MED EXP An one person) 5,000 Ch PERSONAL&ADV INJURY g 1,000,000 W PPLIES PER: GENERAL AGGREGATE 2,000,0 0 LOC PRODUCTS-COMPIOP AGG 2,000,000 A O AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT a arsl g VAA OWNED OWNED Y 050485391 11/14/2018 11/14/2019 BODILY INJURY Per person) $ 1,000,000 AUTOSULEDQ� QQ EEppBODILYINJURY[Peraccident g 1,000,000 X AtJTpg pNLY PROPERTY AMAGE 1,000,000 eracGdentgOCCUR EACH OCCURRENCE gCLAIMS-MADE APR V GE ENTAGGREGATEETENTION S WORKERS ND EMPLOYERS LIABILITY YIN WAIVE N/A ES— PER OTH- W ANY PROPRIETORIPARTNERlEXECUTIVE ¢' OFFICER/MEMB&)EXCLUDE07 ❑ N!A E.L.EACH ACCIDENT g (Mandatory in NH) If yes,describe under E.L.DISEASE-EA EMPLOYEE DESCRIPTION OF OPERATIONS below E L DISEASE-POLICY LIMIT W DESCRIPTION OF OPERATIONS!LOCATIONS/VEHICLES (ACORD 1e1,Additional Remarks Schedule,may be attached It more space Is required) CD LIC#cacO49249 CD N r9 O RTIFICATE HOLDERA CELL TON O MONROE3 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Monroe County THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Board Of County Commissioners ACCORDANCE WITH THE POLICY PROVISIONS. 1100 Simonton Street Key West,FL 33040 AUTHORIZED REPRESENTATIVE �G ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Packet Pg.265 r t -- Date CERTIFICATE OF LIABILITY INSURANCE .. 1/z3/2019 p Producer: Plymalth Insurance Agency This Certificate Is issued as a matter of Information only and confers no 2739 U.S.Highway 19 N. rights upon the Coltiflrsto Holder. This Certificate does not amend,extend ? Holiday, FL 34691 or alter the coverage afforded by the policies below. 938-5562 Insurers Affording Coverage NAIC# insured. 00Utiil EBstPersonnel Leasing, Inc. &Subsidiaries In^uFarA UonituuranceCompany` 11075 .� 2739 U;S:Highwway 19 N. Incurar 8: Holiday,FL 34691 irisurcir c! Insurer D. 10 Insurer_E: Coverages �_ Tne PrJlcas of IrtSumnea;listad lxrta�vh, bean issued,to,(he MSuled'namad above ror tile_ is period lnCltatetl-No;Y.'tthatan&'ilu�]yriy'r��ulrcmCryt,Writ)of Zt7rltlitton vl 3ny ctAttraG or alhertlCtcUm§nt. aNigr rasped to wh.ch IhislcadiGcatd may be Issued or ma y th V p limits sdraixn Y y pertain,if>e insurance afforded b the olicies described herein is subject to irli the terms,extluslone,and conditions or such policies.Aggregate i rytay lrava,been reduced by paid claims, INSR ADDL :POlicy'Effective Polity,Expiration - LTR INSRD Type of Insurance Policy Number Date Date Limits 06 (I4,IJDD1YY) ;{(ylpU.DD/Yy) ENERAL LIABILITY Each Occurrence z i8 I Commercial General Liability Damage to rented prernises(EA Claims Made ® Occur occurrence) ; -.. Med Exp .. 1 General aggregate limit applies per: Personal Adv Injury Policy Project ® LOC General Aggregate _ Products-CamptOp Agg Iug AUTOMOBILE LIABILITY Combined Single Limit Any Auto (EA Accident) ; ' All Owned Autos APDBodily Injury .scheduled Autos Y,A� r'x�tr-.` ENT (Par Poraan) i O Hired Autos By Bodily Injury Non-Owned Autos n- (Per Acddenl) _ W`1 ,fir. Proer- - V AiVEP N�l (Per Acy Damage Y �.�.--- (Per Acdtlen) EXCESS/UMBRELLA LIABILITY Each Occurrence Occur ®calms Made Aggregate Deductible N !m A Workers Compensation and WC 71949 01101l2019 01/01/2020 X WC Statu- OTH- `-' Employers'Liability le Ciinils Efi Any proprietor/partner/execuilve oHlcerimember E.L.Each Accident SI,o00,000 (1) excluded? NO W If Yes,describe under special pro E.L.Disease-Ea Employes S1,000,txx) visions below. ay E.L.Disease-Pollcyl.imils 31,0D0,000 s Other Lion Insurance Con ' is A.M.Best.Company rated A Ex(fellent).,AMB#'.126i6. �+ Descriptions of Operations/Locations/Vehicies/Exclusions added by Endorsement/Special Provislons: r a on applies to active employee(s) Ghent ID: 84 57-001 CV .Coverage ty pPl ployee(s)of South East Personnel Leasing,Inc.�Subsidiaries that are leased to rite following"Client Company"; e ui%ZQr9'Ysic: Coverage only applies to inJurfes Incurred by South East Personnel Leasing,Inc.&Subsidiaries active employee(s),while working In!FL. Coverage does not apply to statutory employee(s)or independent contractor(s)of the Client Company or any other entity. 'A list of the active employee(s) y 9 4 ( p y p yee{s)leased to the Ghent Company can he obtained b taxing are request to 727)937-2130 or email certlficates�lioninsurancecom an .com 0) Project Name: ISSUE 03-15-16(TLO).REISSUE 03-30-17(KR).REISSUE 01-10-18(BP)REISSUE 01-23-19(AR) ` CERTIFICATE HOLDER- - - - - �liedin Datsr7 s 2412 _ "" CANCELLATION - hA0C;R0E CO11NTi Sttauld any of the"atcvo daacrlbed,poliaar be canxiiad 66Fs a he c prra0on date ihuri of 1M Issuing BOARD OF COUNTY COMMISSIONERS Incurar will,endeavor to mail 30 days mitten notice to the oenincate hGida�named m the IaH but laiture to da so malt Imposa no obligation or liability of any Idnd upon the Insurer.Its agents or representatives. 1100 SIMONTON ST KEY WEST, FL 33040 Packet Pg.266