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Item C38BOARD OF COUNTY COMMISSIONERS AGENDA ITEM SUMMARY Meeting Date: May 15, 2013 Division: Public Works/Engineering Bulk Item: Yes X No _ Department: Facilities Maintenance Staff Contact Person: Dent Pierce, 292-4560 AGENDA ITEM WORDING: Approval of second renewal agreement with Best Janitorial & Supplies, Inc. for janitorial services at the Big Pine Key Library. ITEM BACKGROUND: The original agreement provides for two additional one-year renewal options and the parties wish to exercise this second option to renew for one additional year. PREVIOUS RELEVANT BOCC ACTION: On May 18, 2011, the BOCC awarded the bid and current contract. On March 21, 2012, the BOCC approved an amendment for additional services at the Big Pine Key Library and first option renewal agreement. CONTRACT/AGREEMENT CHANGES: Renews contract for one year, commencing on June 1, 2013 and terminating on May 31, 2014. Increases contract amount by 1.7% CPI-U. Monthly contract amount increases from $1,207.16 to $1,227.68. STAFF RECOMMENDATIONS: Approval TOTAL COST: $14,732.16/yr INDIRECT COST: BUDGETED: Yes X No DIFFERENTIAL OF LOCAL PREFERENCE: COST TO COUNTY: same SOURCE OF FUNDS: Ad Valorem REVENUE PRODUCING: Yes No X AMOUNT PER MONTH_ Year APPROVED BY: County Atty 4A( OMB/Purchasing _ Risk Management�� DOCUMENTATION: Included X Not Required DISPOSITION: AGENDA ITEM # MONROE COUNTY BOARD OF COUNTY COMMISSIONERS CONTRACT SUMMARY Contract with: Best Janitorial & Supplies Contract # Effective Date: 06/01/13 Expiration Date: 05/31/14 Contract Purpose/Description: Janitorial services at the Big Pine Key Library. Second contract renewal with a CPI-U adjustment of 1.7%. Contract Manager: Alice Steryou 4549 Facilities Maint/Stop #4 (Name) (Ext.) (Department/Stop #) for BOCC meeting on 05/15/13 Agenda Deadline: 04/30/13 CONTRACT COSTS Total Dollar Value of Contract: $ 14,732.16 Current Year Portion: $ $4,910.72 Budgeted? Yes® No ❑ Account Codes: 001-20501-530-340- $1,227.68/mo. Grant: $ N/A - - - County Match: $ N/A - - - ADDITIONAL COSTS Estimated Ongoing Costs: $ /yr For: (Not included in dollar value above) (e . maintenance, utilities, janitorial, salaries, etc.) a f �n Division Director S Risk Management, S—t 1 j-3 CONTRACT REVIEW Changes Needed Reviewer Yes❑ No� Yes❑ No� ' 4�11� O.M.B./Purchasing 5-1-i3 Yes[:] No© ICounty Attorney Yes❑ No0 Comments: OMB Form Revised 2/27/01 MCP #2 Date Out I3 �^ -1 -L3 SECOND RENEWAL AGREEMENT JANITORIAL SERVICES - - BIG PINE KEY LIBRARY MONROE COUNTY, FLORIDA THIS AMENDMENT AND RENEWAL AGREEMENT is entered into this day of , 2013, between MONROE COUNTY (hereinafter "County" or "Owner"), a political subdivision of the State of Florida, whose address is 1100 Simonton Street, Key West, Florida 33040, and BEST JANITORIAL & SUPPLIES, INC. ("CONTRACTOR"), a Florida corporation, whose address is 6900 NW 37th Avenue, Miami, Florida 33147. WHEREAS, on May 18, 2011, the parties entered into an agreement to provide janitorial services four (4) days per week for the BIG PINE KEY LIBRARY, Monroe County (hereinafter "Original Agreement"); and WHEREAS, on September 15, 2011, the County extended the number of days the library is open; and WHEREAS, on March 21, 2012, the parties hereto did amend the contract to add one additional day per week of janitorial services at the library, increasing the monthly fee and exercise the first renewal option,; and and WHEREAS, the parties have found the Original Agreement as amended, to be mutually beneficial; WHEREAS, the parties have found the First renewal Agreement to be mutually beneficial; and WHEREAS, in accordance _with the terms of the original contract and amendments, the parties wish to exercise the second renewal option, extending the contract term for one additional year and increasing the monthly contract cost for the renewal term by 1.7% CPI-U; NOW THEREFORE, in consideration of the mutual promises and covenants set forth below, the parties agree as follows: Item 3, Payments to Contractor, subparagraph B shall read as follows: B. CONTRACTOR shall submit to COUNTY invoices with supporting documentation acceptable to the Clerk, on a monthly schedule in arrears. Acceptability to the Clerk is based on generally accepted accounting principles and such laws, rules and regulations as may govern the Clerk's disbursal of funds. The Contract amount shall be One Thousand Two Hundred Twenty Seven and 68/100 Dollars (1,227.68) per month. 2. Item 4, Term of Agreement, shall read as follows: In accordance with Paragraph 4 of the Original Agreement, the County exercises the option to renew the Original Agreement as amended for the second of the two (2) one-year terms. This agreement shall commence on June 1, 2013 and end on May 31, 2014, unless terminated earlier under paragraph 18 of this Agreement. 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. Except as set forth above, in all other respects, the terms and conditions set forth in the Original Agreement as amended shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have set their hands and seals the day and year first above written, (SEAL) ATTEST: ANY HEAVILIN, CLERK By Deputy Clerk Witnesses for CONTRACTOR: Signature Daft a Xtk) N4. Deoe BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA By Mayor/Chairperson BEST JANITORIAL & SUPPLIES, INC. Address G' y �o .3 � � � 3YIP l Telephone Number: a" — 110-d X SO 49 9 4. Except as set forth above, in all other respects, the terms and conditions set forth in the Original Agreement remain in full force and effect. WHEREOF, the parties hereto have set their hands and seals the day and year By Depoty q rk Mayor/Chairperson Witnesses for CONTRACTOR-. Signature C7 15 — 0 t - Data Signature Date BEST JANITORIAL & SUPPLIES, INC. /7 Print Name Address: 3 9 Vf- Teleplione Number-. 5 AGREEMENT FOR COP JANITORIAL SERVICES -BIG PINE KEY LIBRARY MONROE COUNTY, FLORIDA � 'Ju This Agreement is made and entered into this _L�— day of between MONROE COUNTY. FLORIDA ("COUNTY'-). a political subdivisi of the State of Florida, whose address is 1100 Simonton Street, Key West, Florida 33046, and BEST JANITORIAL & SUPPLIES, INC. ("CONTRACTOR"). a Florida corporation, whose address is 6900 NW 37rh Avenue, Miami, FL 33147. WHEREAS, COUNTY desires to provide janitorial services for BIG PINE KEY LIBRARY, Monroe County, Florida. and WHEREAS. CONTRACTOR desires and is able to provide. Janitorial services to BIG PINE KEY LIBRARY, Monroe County, Florida, and WHEREAS, it serves a legitimate public purpose for CONTRACTOR to provide janitorial services to BIG PINE KEY LIBRARY, Monroe County. Florida, now therefore. IN CONSIDERATION of the mutual promises and covenants contained herein, it is agreed as follows: 1. THE AGREEMENT The Agreement consists of this document, the bid documents, exhibits, and any addenda only. 2. SCOPE OF THE WORK: The Contractor shall furnish all labor, materials, equipment, tools, transportation, services, and incidentals, to perform all the work necessary in accordance with the specifications, i.e., janitorial service, including all necessary supplies, equipment, and safety devices required in the performance of same for the BIG PINE KEY LIBRARY, located at Big Pine Shopping Center. consisting of approximately 2.400 sf. A. Restroom Sanitation shall include the following on a daily basis: i. All Floors swept, loose dirt removed. ii. Wash and disinfect floor iii. Stall partitions damp cleaned. disinfected. iv. All commodes, urinals, basins and vanities shall be scoured acid V. All urinal traps shall be specially cleaned and disinfected. disinfected. vi. All sanitary napkin receptacles will be cleaned, waste disposed. and vii. All supplies shalt be replaced (paper goods, soap, etc.). viii. All other work necessary to maintain a clean and sanitary condition in these restrooms shall be accomplished, whether it is specifically noted in these specifications or not. NOTE: BIG PINE KEY LIBRARY has I male public restroom with 1 toilet and I urinal, and I female public restroom with 2 toilets. Agreement f -- — Jgruarc 241! Q. All sinks and water fountains outside the restroom areas are to be cleaned daily. Water fountains are to.be polished periodically. C. Gencral Cleaning shall be completed daily, and should includc the tollowing: i. All tile floors are to be dusted and mopped. ii. All furniture and furnishings to be dusted and spot cleaned. iii. Low ledges, sills, rails, tables, shelving, baseboards, etc. to be wiped with a damp cloth to reduce the amount ofdust in the building. iv. All trash receptacles emptied, and trash can liners replaced. V. All upholster furniture to be vacuumed. vi. All carpeting shall be vacuumed with a powerful HEPA vacuum, such as the Oreck. D. Weekly janitorial services to include: i. All glass partitions, doors, mirrors. windows, etc. to be cleaned and/or polished. ii. Obvious scuff marks shall be removed from resilient flooring. iii. All d(x)r vents cleaned. E. Monthly janitorial services to include: i. All high dusting (i.e. pictures, door frames, air vents, tops of book shclves, etc.) ii. All walls dusted monthly M. All air conditioning vents, supply and return air grilles cleaned. F. The Contractor shall insure all exterior doors are locked while they are servicing the building and upon their departure- G. Janitorial services will be 4 days a week, Tuesday through Friday (excluding holidays), beginning at or around 8:00 am, and finishing no later than the Library opening time of 10:00 a.m. H. Coordination of the work with the County area representative shall be the responsibility of the Contractor. The•Contractor shall perform the work during hours and time as specified. 1. Keys shall be issued to the Contractor by the area representative at the start of the Contract. Written confirmation of receipt of keys shall be signed by the Contractor. The Contractor shall return all keys as issued upon expiration of the contract or termination. J. The Contractor shall be responsible for the cost of changing locks, etc.. for all keyed secured areas for which the Contractor does not return the kevs. K. The Contractor shall report any problems regarding open doors and/or vandalism to the Facilities Maintenance Department. L. The Contractor shall provide all supplies necessary for the cleaning per of his work under the contract. All supplies, including but not limited to, hand soap, paper towels. toilet paper, and trash can liners, shall be supplied by the Contractor. M. Additional Services: (Shall be performed once in every three month period, and shall be included in the bidding price.) Agreement 2 January 2011 i. Resilient Flooring shall be swept/dust mopped and stripped. After application of 'three coats of wax, areas shall be buffed sufficiently for maximum -loss and uniform sheen From wall to wall, including corners. The waxed floor shall present a clean appearance free from scuff marks or dirt smears. Furnitureand/or other equipment moved during floor stripping and waxing shal I be returned to their original positions. ii. Dry Cleaning. Steam Cleaning, or Shampooing Carpets and Rugs shal' be vacuumed of all loose soil and debris prior to cleaning, and shall be free of streaks. stains and spots.. and shall have a bright uniform color upon completion of dry cleaning, steam cleaning or shampooing. 3. PAYMENTS TO CONTRACTOR A. COUNTY'S performance and obligation to pay under this agreement, is contingent upon annual appropriation by the Board of County Commissioners. 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. Acceptability to the Clerk is based on generally accepted accounting principles and such laws, rules and regulations as may govern the Clerk's disbursal of funds. The Contract amount shall be as stated by the CONI RACTOR's bid as follows: Nine Hundred Ninety and no/100 Dollars ($990.00) per month. 4. TERM OF AGREEMENT This Agreement shall commence on June 1, 2011, and ends upon May 31, 2012, unless terminated earlier under paragraph 18 of this Agreement. The COUNTY shall have the option to renew this Agreement for up to an additional two (2) one year periods. at terms and conditions mutually agreeable to the parties, exercisable upon written notice given at least 30 days prior to the end of the initial term. Unless the context clearly indicates otherwise_ references to the "term" of this Agreement shall mean the initial term of one { 1) year. The Co.tract amount shall be adjusted annually in accordance with the percentage change in the U.S. Department of Commerce Consumer Price Index (CPl-U) for all Urban Consumers as reported by the U.S. Bureau of Labor Statistics and shall be based upon the CP I-U computation at December 31 oFthe previous year. 5. ACCEPTANCE OF CONDITIONS BY CONTRACTOR CONTRACTOR has. and 'shall maintain throughout the term of this Agreement, appropriate licenses. Proof" of such licenses and approvals shall be submitted to the COUNTY upon request. 6. FINANCIAL RECORDS OF CONTRACTOR CONTRACTOR shall maintain all books. records. and documents directly pertinent to performance under this Agreement in accordance with generally accepted accounting principles Agreement 3 Januan 201 i consistently applied. Each party to this Agreement or their authorized representatives shall have reasonable and timely access to such records of each other party to this Agreement for public records purposes during the term of the Agreement and for four years following the termination of this Agreement. If an auditor employed by the COUNTY or Clerk determines that monies paid to CONTRACTOR pursuant to this Agreement were spent for purposes not authorized by this Agreement, the CONTRACTOR shall repay the monies together with interest calculated pursuant to Sec. 55.03, FS, running from the date the monies were paid to CONTRACTOR_ 7. PUBLIC ACCESS The COUNTY and CONTRACTOR shall allow and permit reasonable access to. and inspection of, all documents, papers, letters or other 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 Agreement; and the COUNTY shall have the right to unilaterally cancel this Agreement upon violation of this provision by CONTRACTOR. 8. HOLD HARMLESS AND INSURANCE Notwithstandingany minimum insuranee requirements prescribed elsewhere in this agreement, Contractor shall defend, indemnify and hold the COUNTI' and the COUTITY's elected and appointed officers and employees harmless from and against (i) any claims, actions or causes of action, (H) any litigation,' administrative proceedings, appellate proceedings, or other proceedings relating to any type of injury (including death), loss, damage, fine, penalty or business interruption, and (iii) any costs or expenses that may be asserted against, initiated with respect to, or sustained by, any indemnified party by reason of. or in connection with, (A) any activity of CONTRACTOR or any of its employees, agents, sub -contractors or other invitees during the term of this AGREEMENT, (B) the negligence or willful misconduct of CONTRACTOR or any of its employees, agents. sub -contractors or other invitees, or (C) CONTRACTOR's default in respect of any of the obligations that it undertakes under the terms of this AGREEMENT, except to the extent the claims, actions, causes of action, litigation, proceedings, costs or expenses arise from the intentional or sole negligent acts or negligent acts in part or omissions of the COUNTY or any of its employees, agents, contractors or invitees (other than CONTRACTOR). Insofar as the claims, 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 AGREEMENTor any earlier termination of this AGREEMENT. The extent of liability is in no way limited to, reduced, or lessened by the insurance requirements contained elsewhere within this agreement. Failure of CONTRACTOR to comply with the requirements of this section shall be cause for immediate termination of this agreement. Prior to execution of this agreement. CONTRACTOR shall furnish the COUNTY Certificates of Insurance indicating the minirnum 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 limits as required by Florida Law. In addition. the CONTRACTOR shall obtain Employers' Liability Insurance with limits of not less than S100,000.0 bodily injury by accident, Si00.000.00 bodily injury by disease, and $100,000.00 bodily injury by disease, each employee. Agreement 4 .Innuary 201 i COMPREHENSIVE AUTOMOBILE VEHICLE LIABILITY INSURANCE. Motor vehicle liability insurance, including applicable no-fault coverage, with limits of liability of not less than ,S100.000.00 per occurrence, combined single Limit for Bodily Injury Liability and Property Damage Liability. Coverage shall include all owned vehicles, all non -owned vehicles, and all hired vehicles. If single limits are provided, the minimum acceptable limits are ,Si0,000.00 per person, S100,000.00 per occurrence, and SI 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 S300,000.00 per occurrence combined single limit for Bodily Injury Liability and property Damage Liability. If single limits are provided, the minimum acceptable limits are SI00:000.00 per person. S300.000.00 per occurrence.. and S30,000.00 property damage. The Contractor shall purchase and maintain, throughout the term of the contract, EMPLOYEE DISHONESTY INSURANCE in the minimum amount of$10;000.00 per Occurrence which will pay for losses to County property or money caused by the fraudulent or dishonest acts ot' the Contractor's employees or its agents, whether acting alone or in collusion of others. MONROE COUNTY BOARD OF COUNTY COMMISSIONERS MUST BE NAMED ADDITIONAL INSURED ON ALL POLICIES EXCEPT WORKER'S COMPENSATION. 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 Statc 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. 9. NON -WAIVER OF IMMUNITY Notwithstanding the provisions of Sec. 768.28. Florida Statutes, the participation of COUNTY and CONTRACTOR in this Agreement and the acquisition of any commercial liability insurance coverage, self-insurance coverage, or local government liability insurance pool coverage shall not be deemed a waiver of immunity to the extent of liability coverage, nor sha11 any Agreement entered into by the COUNTY be required to contain any provision for waiver. 10. INDEPENDENT CONTRACTOR At all times and for all purposes under this agreement CONTRACTOR is an independent contractor and not an employee of the Board of County Commissioners of Monroe County. No statement contained in this agreement shall be construed so as to find CONTRACTOR or am• of his employees. subs, servants, or agents to be employees of the Board of County Commissioners of Monroe County. II. NONDISCRIMINATION CONTRACTOR agrees that there will be no discrimination against any person, and 11 is expressly understood that upon a determination by a court of competent jurisdiction that L Agreement 5 —' January 'G I I discrimination has occurred, this .Agreement automatically terminates without any further action on the part of any party, effective the date of the court order. CONTRACTOR agrees to comply with all Federal and Florida statutes, and all local ordinances, as applicable, relating to nondiscrimination. These include but are not limited to. 1) Title VI of the Civil Rights :%ct of 1964 (PL 88-352) which prohibits discrimination on the basis of race. color or national origin: 2) Title IX of the Education Amendment of 1972. as amended (20 USC ss. 1681-1683, and 1685- 1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended (20 USC s, 794), which prohibits discrimination on the basis of handicaps: 4) The Age Discrimination Act of 1975. as amended (42 USC ss. 6101-6107) which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (PL 92-255), as amended,. relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91-616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd-3 and 290ee-3), as amended, relating to confidentiality of alcohol and drug abuse patient records: 8) Title VIII of the Civil Rights Act of 1968 (42 USC s. et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing: 9) The Americans with Disabilities Act of 1990 (42 USC s. 1201 Note), as maybe amended from time to time, relating, to nondiscrimination on the basis of disability, 10) Any other nondiscrimination provisions in any Federal or state statutes which may apply to COUNTY and CONTRACTOR to, or the subject matter of, this Agreement. 12. ASSIGNMENT/SUBCONTRACT CONTRACTOR shall not assign or subcontract its obligations under this agreement to others, except in writing and with the prior written approval of the Board of County Commissioners of Monroe County, 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 ofthe provisions of this agreement. Unless expressly provided for therein, such approval shall in no manner or event be deemed to impose any additional obligation upon the board. 13. COMPLIANCE. WITH LAW AND LICENSE RE UIREMMENTS 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 hereinalier adopted. Compliance with all laws includes, but is not limited to, the immigration taws of the Federal and State government. Any violation of said statutes, ordinances, rules and regulations shall constitute a material breach of this agreement and shall entitle the Board to terminate this Agreement. CONTRACTOR shall possess proper licenses to perform work in accordance with these specifications throughout the term of this Agreement. 14. DISCLOSURE AND CONFLICT OF INTEREST CONTRACTOR represents that it, its directors, principles and employees, presently have no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of services required by this contract, as provided in Sect_ l 12.31 I, et. seq.. Florida Statutes. COUNTY agrees that officers and employees of the COI iNTY recognize and will be required to comply with the standards of conduct for public officers and Agreement 6 Jar urn 2011 employees as delineated in Section 112.313, Florida Statutes, regarding, but not limited to, solicitation or acceptance of gifts; doing business with ones 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 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 tee, 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. IS. NO PLEDGE OF CREDIT CONTRACTOR shall not pledge the COUNT TY"S credit or make it a guarantor of payment or surety for any contract, debt, obligation, judgment_ lien, or an), form of indebtedness. CONTRACTOR further warrants and represents that it has no obligation or indebtedness that would impair its ability to fulfill the terms of this contract. 16. NOTICE REQUIREMENT Any notice required or permitted under this agreement shall be in writing and hand delivered or mailed, postage prepaid, to the other party by certified mail, returned receipt requested, to th- following: FOR COUNTY: Monroe County Facilities Maintenance Department 3583 South Roosevelt Boulevard Key West. FL 33040 and County Attorney PO. Box 1026 r Key West, FL 33041-1026 FOR CONTRACTOR: Best Janitorial & Supplies, ]nc. ATTN: Pedro M. Diaz 6900 NW 37rh Avenue Miami, FL 33147 17. TAXES COUNTY is exempt from payment of Florida State Sales and Use taxes. CONTRACTOR shall not be exempted by virtue of the COUNTY'S exemption from paying sales tax to its suppliers for materials used to fulfill its obligations under this contract, nor is CONTRACTOR authorized to use the COUNTY'S Tax Exemption Number in securing such materials. CONTRACTOR shall be responsible for any and all taxes, or payments of withholding, related to services rendered under this agreement. 18. TERMINATION a. The COUNTY may terminate this Agreement with or without cause prior to the commencement of work. Agreement7 ---- Januan 20t1 b. The COUNTY or CONTRACTOR may terminate this Agreement for cause with seven (7) days notice to CONTRACTOR. Cause shall constitute a breach of the obligations of either party to perform the obligations enumerated under this Agreement. C. Either of the parties hereto may cancel this agreement without cause by giving the other party sixty (60) days written notice of its intention to do so with neither party having any further obligation under the terms of the contract upon termination. 19. GOVERNING LAW,: VENUE INTERPRETATION COSTS AND FEES This Agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to Agreements mane and to be performed entirely in the State. In the event that any cause of action or administrative proceeding is instituted for the enforcement or interpretation of this Agreement, the COUNTY and CONTRACTOR agree that venue will lie in the appropriate court or before the appropriate administrative body in Monroe County, Florida. 20, MEDIATION The COUNTY and CONTRACTOR agree that, in the event of conflicting interpretations of the terms or a term of this Agreement by or between any of them the issue shall be submitted to mediation prior to the institution of any other administrative or legal proceeding. Mediation proceedings initiated and conducted pursuant to this Agreement shall be in accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the circuit court of Monroe County. 21. SEVERABILITY If any term, covenant. condition or provision of this Agreement (or the application thereof to any circumstance or person) shall be declared invalid or unenforceable to any extent by a court of competent jurisdiction. the remaining terms, covenants, conditions and provisions of this Agreement, shall not be affected thereby; and each remaining term, covenant, condition and provision of this Agreement shall be valid and shall be enforceable to the fullest extent permitted by law unless the enforcement of the remaining terms, covenants. conditions and provisions of this Agreement would prevent the accomplishment of the original intent of this Agreement. The COUNTY and CONTRACTOR agree to reform the Agreement to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. 22. ATTORNEYS FEES AND COSTS COUNTY and CONTRACTOR agree that in the event any cause of action or administrative proceeding is initiated or defended by any party relative to the enforcement or interpretation of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees in both trial and appellate proceedings. Each party agrees to pay its own court costs, investigative, and out-of-pocket expenses whether it is the prevailing party or not, through all levels of the court system, 23. ADJUDICATION OF DISPUTES OR DISAGREEMENTS COUNTY and CONTRACTOR agree that all disputes and disagreements shall be attempted to be resolved by meet and confer sessions between representatives of COUNTY and Agreement 8 January 201 1 CONTRACTOR. if no resolution can be agreed upon within 30 days after the first meet and confer session, the issue or issues shall be discussed at a public meeting of the Board of County Commissioners. if the issue or issues are still not resolved to the satisfaction of COUNTY and CONTRACTOR, then any party shall have the right to seek such relief or remedy as ma\ be provided by this Agreement or by Florida law. 24. COOPERATION In the event any administrative or legal proceeding is instituted against either party relating to the formation. execution, performance, or breach of this Agreement. COUNTY and CONTRACTOR agree to participate, to the extent required by the other party, in all proceedings, hearings, processes, meetings, and other activities related to the substance of this Agreement or provision of the services under this Agreement. COUNTY and CONTRACTOR specifically agree that no party to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement. 25. BINDING EFFECT The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to the benefit of COUNTY and CONTRACTOR and their respective legal representatives, successors. and assigns. 26. AUTHORITY Each party represents and warrants to the other that the execution, deliver,- and performance of this Agreement have been duly authorized by all necessary COUNTY and corporate action, as required by law. 27. CLAIMS FOR FEDERAL OR STATE AID CONTRACTOR and COUNTY agree that each shall be, and is, empowered to apply tor, seek, and obtain federal and state funds to further the purpose of this Agreement; provided that all applications, requests, grant proposals, and funding solicitations shall be approved by each party prior to submission. 28. PRIVILEGES AND IMMUNITIES All of the privileges and immunities from liability, exemptions from laws. ordinances, and rules and pensions and relief disability, workers' compensation, and other benefits which apply to the activity of officers. agents, or employees of any public agents or employees of the COUNTY, when performing their respective functions under this Agreement within the territorial limits of the COUNTY shall apply to the same degree and extent to the performance of such functions and duties of such officers, agents, volunteers, or employees outside the territorial limits of the COUNTY. 29. LEGAL OBLIGATIONS AND RESPONSIBILITIES This Agreement is not intended to, nor shall it be construed as, relieving any participating entity from any obligation or responsibility imposed upon the entity by law except to the extent of actual and timely performance thereof by any participating entity, in which case the performance may be offered in satisfaction of the obligation or responsibility. Further. this Agreement 9 lanuary 20? 1 Agreement is not intended to. nor shall it be construed as. authorizing the delegation ol' the constitutional or statutory duties of the COUNTY, except to the extent permitted by the Florida constitution, state statute. and case law. 30. NON -RELIANCE BY NON-PARTIES No person or entity shall be entitled to rely upon the terms, or any of them, of this Agreement to enforce or attempt to enforce any third -party claim or entitlement to or benefit of any service or program contemplated hereunder. and the COUNTY and the CONTRACTOR agree that neither the COUNTY nor the CONTRACTOR or any agent, officer, or employee of either shall have the authority to inform, counsel, or otherwise indicate that any particular individual or group of individuals, entity or entities, have entitlements or benefits under this Agreement separate and apart, inferior .to, or superior to the community in general or for the purposes contemplated in this Agreement. 31. ATTESTATIONS CONTRACTOR agrees to execute such documents as the COUNTY may reasonably require, to include a Public Entity Crime Statement, an Ethics Statement, and a Drug -Free Workplace Statement. 32. NO PERSONAL LIABILITY No cov.;nant or agreement contained herein shall be deemed to be a covenant or agreement of any member, officer, agent or employee of Monroe County in his or her individual capacity. and no member. officer, agent or employee of' Monroe County shall be hable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. 33. EXECUTION IN COUNTERPARTS This Agreement may be executed in any number of -counterparts, each of which shall be regarded as an original, all of which taken together shall constitute one and the same instrument. 34. SECTION HEADINGS Section headings have been inserted in this Agreement as a matter of convenience of reference only, and it is agreed that such section headings are not a part of this Agreement and will not be used in the interpretation ofany provision of this Agreement. 3:5. PUBLIC ENTITY CRIME INFORMATION STATEMENT "A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to a public entity. may not be awarded or perform work as a Construction Manager, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017. for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list." AP Agreement 10 January ?0; I 36. MUTUAL REVIEW This agreement has been carefully reviewed by Contractor and the County therefore.. this agreement is not to be construed against either party on the basis of authorship. 37. INCORPORATION OF BID DOCUMENTS The terms and conditions of the bid documents are incorporated by reference in this contract agreement. 38. ANNUAL APPROPRIATION The County's performance and obligation to pay under this agreement is contingent upon an annual appropriation by the Board of County Commissioners. In the event that the County funds on which this Agreement is dependent are withdrawn, this Agreement is terminated and the County has no further obligation under the terms of this Agreement to the Contractor beyond that already incurred by the termination date_ IN WITNESS WHEREOF, COUNTY and CONTRACTOR hereto have executed this t on the day and date first written above in four (4) counterparts, each of which shall, ' f or accounting for the other counterparts. be deemed an original contract. Y L. KOLHAGE, CLERK Deputy Clerk Date: `S. L/ Witnesses for CONTRACTOR: Sign tore Date Signature BOARD OF COUNTY COMMISSIONE16 OF MONROE COUNTY. FLOIDA B/- _. or Date:__ '5 / / �I/// BEST JANITORIAL & SUPPLIES. INC Signi ture.of person authorize legally bind Corporation Date:_y! ,/ Print Name Address: 7 Telephone Number Date •`a� o;,b,, GARMt LA 01A2 Notary Public Slate of Florida a My Comm Expires Jan 20, 2015 Commission # EE 29047 F�5RNEY RM Bonded ttuoupo Ntition>t Notary Assn. 11 �— � -----•... nr rvrilVtr Date__ January 2011