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Item C15BOARD OF COUNTY COMMISSIONERS AGENDA ITEM SUMMARY Meeting Date: _ February 15, 2012 Bulk Item: Yes X No Division:—_ Public Works Department: Facilities Maintenance Staff Contact Person: Joe MedallionR AGENDA ITEM WORDING: Approval to award bid and execute a contract with MASTER MECHANICAL SERVICES, INC. for Upper Keys facilities central air conditioning requested maintenance and repair. ITEM BACKGROUND: On January 05, 2012 bids were accepted for Upper Keys a/c repair and maintenance services with three respondents: (1) MASTER MECHANICAL SERVICES, INC. — Labor during regular hours $50.00/mecham"c/hr, $92.50/mechanic and helper/hr; overtime $75.00/mechanic/ hr, $138.75/mechanic and helperlhr; Freon -- R-22 $13.50/lb, R-12 $40-00/lb, manufacture's invoice plus 20%; (2) TEM ENVIRONMENTAL & MECHANICAL SERVICES, Corp. = Labor during regular hours $74.00/mechanic/hr, $98.00/mechanic and helperlhr; overtime $11 1.00/mechanic/hr, $147.00/mechanic and helperlhr; Freon — R-22 $10.75/lb, R-12 $29.70/lb, parts - manufacture's invoice plus 5%; and (3) NET TEMP, Corp. - Labor during regular hours $65.00/mechanl*c/hr, $90.00/mechanic and helperlhr; overtime $95.00/mechanic/hr, $110.001mechanic and helperlhr; Freon --- R-22 $14.00/lb, R-12 $19.00/lb, manufacture's invoice plus 10%. PREVIOUS RELEVANT BOCC ACTION: On January 19, 2011, the BOCC approved the most recent amendment and second renewal agreement with Master Mechanical that will terminate on March 14, 2012. CONTRACT/AGREEMENT CHANGES: New Agreement STAFF RECOMMENDATIONS: Approval TOTAL COST: NTE $45,000.00 INDIRECT COST: BUDGETED: Yes X No (Unless approved emergency work as described in contract exceeds limit) DIFFERENTIAL OF LOCAL PREFERENCE: COST TO COUNTY: same SOURCE OF FUNDS: Ad Valorem REVENUE PRODUCING: Yes No X OUNT PER MONTH Year APPROVED BY: County Attfed dMB/Purc asing Risk Management/� DOCUMENTATION: InclX Not Required DISPOSITION: Revised 2/05 AGENDA ITEM # amommommom 0 4- LU� Lu � Li7 Q cn LU V Ci H H > -X of V U H V CL co co co co CIO U.IWco _] -j _ j —] `l _] LU" 0LL E �D� Lo o r� r� 0 o CY Z ce w m � � Q Cy � � > .- LLj w u � LL, to �. � � } + .� -a � C GEC U 2 L L L C11 N CV N CU C\J C\J C\J CV CA)~ Z pC DC ❑C DC C]C ❑C >.. LU CL H — Q � -- oC a m CLL LU w aG ix M a � ix 3-• U:1 0. 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Cal H Q C .w o c p 0 p N p a Q oc tn a W kr) ci CN v., t— m M r,r; .--W � c cf} eft &g yg � bH N rIa um Q Q G7 kn C-D cn bg f} b5r ■�" W o o a a Q o o Q G Q �D CT kr; C� '~ �o Qti M CL 0 ' t as 4-4 r-W [�[ o Z • UW o � • O low MONROE COUNTY BOARD OF COUNTY COMMISSIONERS CONTRACT SUMMARY Contract with: Master Mechanical Contract # Services, Inc. Effective Date: 03/15/12 Expiration Date: 03/14/13 Contract Purpose/Description: Approval to award bid and enter into a contract for central a/c maintenance and repair for the Upper Keys facilities Contract Manager: Alice Steryou 4549 Facilities Maint / #4 (Name) (Ext.) (Department/Stop #) for BOCC meeting on 02/15/12 Agenda Deadline: 01/31/12 Total Dollar Value of Contract: (unless approved emergency work as described in contract exceeds limit) Budgeted? YesZ No ❑ Grant: $ County Match: $ Estimated Ongoing Costs: $_ (Not included in dollar value above) CONTRACT COSTS not to exceed $ 459000 Current Year Portion: $ 26,250 Account Codes: 001-20501-530-340- 001--20505-530-340- ADDITIONAL COSTS lyr For: (eg. maintenance, utilities, janitorial, salaries, etc. CONTRACT REVIEW Changes Date Out Da e In Needed - � � Reviewer Division Director I1� I � Yes❑ No ✓�� > 113111), - Risk Manag nt � 3� � Z Yes No[�01 O.M.B./Pur asmg ��31 �� YesO NoZ I -�31-tZ County Attorney I � � �� Yes No� va 3 / Z I Comments: OMB Form Revised 2/27/01 MCP #2 CENTRAL A/C MAINTENANCE &REPAIR UPPER KEYS FACILITIES MONROE COUNTY FLORIDA AGREEMENT FOR CENTRAL A/C REPAIR SERVICES FOR UPPER KEYS FACILITIESS MONROE COUNTY FLORIDA This Agreement is made and entered into this I S *4"" day of February, 2012, between MONROE COUNTY("COUNTY"), a political subdivision of the State of Florida, FLORIDA whose address is 1100 Simonton Street, Key West, Florida 33040, and MASTER MECHANICAL SERVICES("CONTRACTOW'), a Florida corporation, whose address INC.� is 15183 NW 33 Place, Miami, FL 33054. COUNTY desires to provide central air conditioning repair services for the WHEREAS, Upper Keys Facilities, Monroe County, and WHE REAS, CONTRACTOR desires and is able to provide central A/C repair services for Upper Keys Facilities, Monroe County; and it serves a legitimate public purpose for CONTRACTOR to provide central WHEREAS, g p P' conditioning repair services for Upper Keys facilities, Monroe County, now therefore, air cond g p pp CONSIDERATION of the mutual promises and covenants contained herein, it is IN CONS agreed as follows: 1. THE AGREEMENT only. F1 The Agre ement consists of this document, the bid documents, exhibits, and any addenda SCOPE OF THE WORK The Con tractor shall furnish all labor, materials, equipment, tools, transportation, d incidentals and perform all the work necessary in accordance with the services, an specifications entitled: CENTRAL AIR CONDITIONING REPAIR UPPER KEYS FACILITIES, MONROE COUNTY, FLORIDA A} repairs airs and maintenance of all county maintained central p air conditioning units in the Upper Keys area. B} Emergency Emer enc repairs of all county maintained central air conditioningunits in the Upper Keys area. The CONTRACTOR shall be • shalt be at available 24 hours per day, 365 days per year. The CONTRACTOR the site of an air conditioningmalfunction within three hours of verbal notification by the OWNER. C The CONTRACTOR shall have access to a supply of all parts and controls normally necessary for the emergency repairs of all county maintained co y y . central air conditioning units so that such emergency repairs will be completed within 48 hours of notification by the OWNER. D} The COUNTY shall reimburse the CONTRACTOR for the Manufacturer's invoice cost of all parts and materials, plus percentage indicated AGR EEMENT FEBRUARY 2412 Page i of 14 CENTRAL A/C MAINTENANCE &REPAIR UPPER KEYS FACILITIES MONROE COUNTY FLORIDA g in section 3of this A D. regiment, that are used in the repair of all county . . air conditioning units, excluding freight and tax charges. maintained central g costs will be reimbursed with no markup. Manufacturer's invoice Freight and tax yeds $500-005h hifor uestsre a ment for any part wcexce must accompany all q p for an art regardless of the cost at the discretion of the and may be requested y p g Director of Public Works, or his designee. All parts and materials shall be of eater quality as compared to existing parts and materials in use. equal or greater q ty p 're shipping or transportation of parts or materials whether On all orders that require pp g p • warranty or not, freight invoices exceeding $500 must the part �s under ty p accompany requests payment. for a entFreight invoices may be requested for any freight charge, regardl ess of the cost at the discretion of the Director of Public Works, or his designee. J the event of a major component failure or system breakdown, E� In 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 amo unt that could exceed Five Thousand Dollars ($5,000). Any to and including proposal over $5,000 up g $10,000 must be approved and signed by the Division Director and/or the County Administrator. Any proposal over �v�� $10,000 up to and In g$25,000• cludin must be approved and signed by the Division Director and the County Administrator. F) The facilities are located throughout the Upper Keys, from Conch Key up to and including Keyo Florida. Buildings to be serviced shall Largo, include, but shall not be limited to, the following: GOVERNMENT CENTER/COURTHOUSE Highpoint Road, Plantation Key COUNTY OFFICES -- SOCIAL SERVICES & CODE ENFORCEMENT Highpoint Road, Plantation Key CARPENTER SHOP Highpoint Road, Plantation Key SENIOR CITIZEN CENTER/AARP Highpoint Road, Plantation Key TEMPORARY COURTROOM Government Complex, Plantation Key SHERIFF'S OFFICES — FIRST APPEARANCE US 1, Plantation Key (former mobile trailer) JERRY ELLIS BUILDING GOVERNMENTAL CENTER COMPLEX 88800 overseas Highway, Plantation Key SPOTTSWOOD STATION 88770 overseas Highway, Plantation Key AGREEMENT FEBRUARY 2012 Pale 2 of 14 CENTRAL A C MAINTENANCE &REPAIR UPPER KEYS FACILITIES MONROE COUNTY FLORIDA 3. 4. PLANTATION KEY DETENTION FACILITY/JAIL 53 Highpoint Road, Plantation Key TAVERNIER FIRE STATION Marine Avenue, Tavernier KEY LARGO LIBRARY U. S . Highway # 1 MM 101, Tradewinds Shopping Center, Key Largo ISLAMORADA LIBRARY 81.5 Bayside, Islamorada ROTH BUILDING 48 Highpoint Road, Plantation Key MONROE COUNTY COMMUNICATION BUILDING Key Heights Drive, Plantation Key HURRAY E . NELSON GOVERNMENT AND CULTURAL CENTER 102050 Overseas Highway, Key Largo ble to obtain an The Contractor shall be response y necessary permits during the term of this contract. MAJOR COMPONENT FAILURE OR SYSTEM BREAKDOWN In the event of a major component failure orsy • ' stem breakdown, the COUNTY, when deemed as • the option to request from the CONTRACTOR only, a an emergency situation, shall have p q . ent in an amount that could exceed Five Thousand proposal/quote for replacement equipment d u Dollars ($5,000). Any proposal over $5,000 p to and including $10,000 must be approved an signed by the Division Director and/or y ' ' or the Count Administrator. Any proposal over $10,000 up and signed b to and • �ncluding $25,000 must be approvedg y the Division Director and the County Administrator. CONTRACT AMOUNT The County shall pay to the Contractor for the faithful performance of the Contract, in lawful money of the United States, as follows: .. hours of 8:00 a.m. to 5:00 p.m. Monday through Friday A. Labor Normal working excluding holidays $ 50.00 per hour, MECHANIC (includes all travel time) $ 92.50 per hour, MECHANIC plus HELPER (includes all travel time) AGREEMENT FEBRUARY 2012 Page 3 of 14 CENTRAL A/C MAINTENANCE &REPAIR UPPER KEYS FACILITIES MONROE COUNTY FLORIDA B. Labor -- Overtime rate for hours not stated above, including holidays and for facilities that conduct critical business such as Courthouses, Tax Collector" s offices, and all others identified by the Facilities Maintenance Director in the Specifications $ 75.00 per hour, MECHANIC (includes all travel time) $ 138.75 per hour, MECHANIC plus HELPER (includes all travel time) C. Materials — Freon for recharging systems: PRICE PER POUND: $ PRICE PER POUND: $ 13.50 R-22 40.00 R-12 D. Materials — supplies and replacement parts: Manufacturer's Invoice plus 20 E. Freonp evacuation and disposal shall be a part of the Contractor's rate, and shall not be billed as an additional item. The air conditioning run units to be maintained are installed at County Facilities located window and portable units may, from time to time, be submitted throughout the Upper Keys. for analysis for econo mical repair. If the Contractor finds that the unit is economically repairable, the Contractor will submit an estimate for repair to the Owner. The Owner may, at unit in keeping his discretion, have the Contractor repair the window or portable p g with the estimate. Where are no additional casts for travel, mileage, meals, or lodging. Contractor shall submit with all invoices the Application for Payment form attached. 5. PAYMENTS TO CONTRACTOR A. COUN TY' S p g performance and obligation to pay under this agreement, is contingent upon annual appropriation by the Board of County Commissioners. B. C apay COUNTY shall a in accordance with the Florida Local Government Prompt Payment Act, payment • a ent will be made after delivery and inspection by COUNTY and upon submission of invoice by CONTRACTOR. AGREEMENT FEBRUARY 2012 Page 4 of 14 CENTRAL A/C MAINTENANCE &REPAIR UPPER KEYS FACILITIES MONROE COUNTY FLORIDA C. CONTRACTO R shad submit to COUNTY invoices with supporting documentation acceptable to the Clerk, on a monthly schedule in' arrears. Acceptability to the Clerk is based on tin principles and such laws, rules and regulations as may govern the generally accepted accoun g p p Clerk's disbursal of funds. D. Total Compensation to CONTRACTOR under this Agreement shall not exceed FORTY-FIVE THOUSAND AND N0/100 DOLLRS ($45,000-00) unless pre -approved emergency work requiring additional funds is implemented. 6. TERM OF AGREEMENT This Agreement shall co mmence on March 15, 2012, and ends upon March 14, 2013, unless terminated earlier under paragraph 19 of this Agreement. g The COUNTY sha ll have the option to renew this Agreement for up to an additional two (2) one- year periods at termss and conditions mutuallyagreeable to the parties, exercisable upon written 30 days prior to the end of the initial term. Unless the context clearly notice given at least indicates otherwise, refe rences to the "term" of this Agreement shall mean the initial term of one (1) year. The Contract amount shall 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. ACCEPTANCE OF CONDITIONS BY CONTRACTOR g CONTRACTOR has, and shall maintain throughout the term of this Agreement, appropriate pp licenses. Proof of such licenses and approvals shall be submitted to the COUNTY upon execution of this Agreement. S. 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 Each art to this Agreement or their authorized representatives shall have consistently applied. party g reasonable and timely el access to such records of each other party to this Agreement for public during the term of the Agreement and for four years following the termination records purposes d g �' of this Agreement. employed Y If an auditor em to ed b the COUNTY or Clerk determines that monies pursuant to this Agreement were spent for purposes not authorized by paid to CONTRACTOR p g this Agreement, the CONTRACTOR shall repaythe monies together with interest calculated pursuant to g from Sec. 55.03 FS running m the date the monies were paid to CONTRACTOR. AGREEMENT EEMENT FEBRUARY 2012 Page 5 of 14 CENTRAL A C MAINTENANCE &REPAIR UPPER KEYS FACILITIES MONROE COUNTY FLORIDA 9. PUBLIC ACCESS TRACTOR shall allow and permit reasonable access to, and inspection The COUNTY and CON rs letters or other materials in its possession or under its control subject of, all documents, Pape and of Chapter 119 Florida Statutes, and made or received by the COUNTY to the provisions p � CONTRACTOR in conk 'unction with this Agreement; and the COUNTY shall have the right to unilaterally g P cancel this Agreement upon violation of this provision by CONTRACTOR. 10. HOLD HARMLESS AND INSURANCE Notwithstanding any minimum insurance requirements prescribed elsewhere in this agreement, y Contractor shall defend, indemnify and hold the COUNTY and the COUNTY's elected and � fy to harmless from and against (i) any claims, actions or causes of appointed officers and employees g tion administrative proceedings, appellate proceedings, or other proceedings action, (ii) any litigation, p g . relating to any type of injury (including death), loss, damage, fne, penalty or business � • tion and(iii)an costs or ex enses that may be asserted against, initiated with respect to,nnterrup , y p . if ed art b reason of, or in connection with, (A} any activity of or sustained by, any indemnified party y CONTRACTOR or any of its employees, agents, sub -contractors or other invitees during the p y g AGREEMENT, the negligence or willful misconduct of CONTRACTOR or any term of this AG , . nts sub -contractors or other invitees, or (C) CONTRACTOR's default in of its employees, age , of the obligations that it undertakes under the terms of this AGREEMENT, except respect of any g to the extent the claims, actions, causes of action, litigation, proceedings, costs or expenses arise from the intentionalnegligent negligent or sole ne li ent acts or acts in part or omissions of the COUNTY or any of its employees contractors or invitees (other than CONTRACTOR). Insofar as agents, , the claims, actions causes of action, litigation, proceedings, costs or expenses relate to events or • during the term of this AGREEMENT, this section will survive the circumstances that occur g expiration of the term of this AGREEMENT or any earlier termination of this AGREEMENT. li is in no way limited to, reduced, or lessened by the insurance requirements The extent of liability y gn' 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 greement, a CONTRACTOR shall furnish the COUNTY Certificates of Insurance indicatingthe minimum coverage limitations in the following ng amounts: WORKER" S COMPENSATION AND EMPLOYER'S LIABILTIY INSURANCE: where applicable, worker's compensation coverage to apply for all employees at a minimum statutory Opp � p limit as requiredy b Florida Law, and Employers Liability coverage in the amount of $I ffi 000. Do bodily inf'ury by accident $500 000.00 bodily injury by disease, policy limits, and $100, 000.00 bodily injury by disease, each employee. COMPREHENSIVE AUTO MOBILE VEHICLE LIABILITY INSURANCE: Motor vehicle ' ' including applicable no-fault coverage, with limits of liability of not less than inability insurance, g pp $3 00DDO.O pe r er occurrence combined single limit for Bodily Injury Liability and Property f single limits are provided, the minimum acceptable limits are $50 000.00 Damage Liability. I g AGREEMEN T FEBRUARY 2012 Page 5 of 14 CENTRAL A/C MAINTENANCE &REPAIR UPPER KEYS FACILITIES MONROE COUNTY. FLORIDA 110 per person, $10.per er occurrence, and $25000.00 property damage. Coverage shall include all owned vehicles, all non -owned vehicles, and all hired vehicles. COMME RCIAL GENERAL LIABILITY: Commercial general liability coverage with limits of ill of not less than $300 000.00 per occurrence combined single limit for Bodily Injury liability -- Liability and Property Damage Liability. CERTIFICATES OF INSURANCE. Original Certificates of Insurance shall be provided to the COUNTY ag t the time of execution of this Agreement and certified copies provided if requested. policy certificate shall be endorsed with a provision that not less than thirty (30) calendar Each po y . ' written notice shall be provided to the COUNTY before any policy or coverage is canceled days p or restricte d. The underwriter of such insurance shall be qualified to do business in the State of Florida.If requested b the Count Administrator, the insurance coverage shall be primary q y y insurance with respect to the COUNTY, its officials, employees, agents and volunteers. Mom OE COUNTY BOARD OF COUNTY COMMISSIONERS WST BE NAMED AS ADDITIONAL INSURED ON ALL POLICIES EXCEPT WORKER'S COMPENSATION, ION, 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 e self-insurance coverage, or local government liability insurance pool coverage shall coverage, g 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 his employees, subcontractors, servants, or agents to be employees of the Board of County Commissioners of Monroe County. 13. NONDISCRIMINATION CONTRACTOR agrees that there will ' be no discrimination against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that p y p discrimination has occurred this Agreement automatically terminates without any further action on the art of an art effective the date- of the court order. CONTRACTOR agrees to comply p � party, with all Federal and Florida statutes, and all local ordinances, as applicable, relating to nondiscrimination. These include but are not limited to: 1 } Title VI of the Civil Rights Act of 1964 PL 88-352 which prohibits discrimination on the basis of race, color or national origin; 2} Title IX of the Education Amendment of 1972, as amended (20 USC ss. 1681-1683, and 1685- 1686), which prohibits discrimination on the basis of sex; 3} Section 504 of the Rehabilitation AGREEMENT FEBRUARY 2012 Page 7 of 14 CENTRAL A/C MAINTENANCE &REPAIR UPPER KEYS FACILITIES MONROE COUNTY. FLORIDA 14. f 1973 as amended 20 USC s. 794), which prohibits discrimination on the basis of Act o � 4 handicaps; ) The Age e Discrimination Act of 1975, as amended (42 USC ss. 6101-6107) which g proh ibits discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of 72(PL 92-255 as amended, relatin to nondiscrimination on the basis of drug abuse; 6) The 19 }? � .. . Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of Comprehensive• 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 Q0ee-3 as amended relating to confidentiality of alcohol and drug abuse patient records; 8) 2 J }, � g 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. 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 p g Monroe County and CONTRACTOR, which approval shall be subject to such conditions and rovisions as the Board ma deem necessary. This paragraph shall be incorporated by reference py into any � assi nment or subcontract and any assignee or subcontractor shall comply with all of the rovisions of this a ly provided f reement. Unless expressor therein, such approval shall in no p g manner or event be deemed to Impose any additional obligation upon the board. 15. COMPLIANCE WITH LAW AND LICENSE REQUIREMENTS In providing all services) oods pursuant to this agreement, CONTRACTOR shall abide by all p g g laws of the Federal and State government, ordinances, rules and regulations pertaining to, or regulating the provisions of, such services, including those now in effect and hereinafter adopted. Compliance with all laws includes, but is not limited to, the immigration laws of the Federal and State . overnmentAn violation of said statutes, ordinances, rules and regulations shall � y 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. 16, DISCLOSURE AND CONFLICT OF INTEREST CONTRACTOR represents that it, its directors, principles and employees, presently have no p 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. 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 g acceptance of gifts; doing business with one's agency; unauthorized P AGREEMENT FEBRUARY 2012 Page 8 of 14 CENTRAL A/C MAINTENANCE &REPAIR UPPER KEYS FACILITIES, MONROE COUNTY. FLORIDA • f public position, conflicting employment or contractual relationship; and compensation, misuse o p p � g p disclosure or use of certain information. COUNTY and CONTRACTOR warrant that, in respect to itself, it has neither employed nor retained any company or , other than a bona fide employee working solely for it, to solicit person, or secure this Agreement and that it has not paid or agreed to pay any person, company, ividual or f rm, other than a bona f de employee working solely for it, any fee, corporation, ind e gift, or other consideration contingent upon or resulting from the award comm�ss�on, percentage, g or making Agreement. n of this A eement. 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, etion to offset from monies owed, or otherwise recover, the full amount of such fee, commission, percentage, gift, or consideration. 170 180 190 NO PLEDGE OF CREDIT CONTRACTOR shall not pledge the COUNTY' S credit or make it a guarantor of payment or C� p g or an contract debt obligation, judgment, lien, or any form of indebtedness. surety f y � g CONTRACTOR further warrants and rep resents that it has no obligation or indebtedness that would impair its ability to fulfill the terms of this contract. NOTICE REQUIREMENT Any notice re g permitted or required itted under this agreement shall be in writing and hand delivered or q p re aid to the other by certified mail, returned receipt requested, to the mailed, postage prepaid, ply fallowing: FOR COUNTY: Monroe County Facilities Maintenance Department 3583 South Roosevelt Boulevard Key west, FL. 33040 and Monroe County Attorney Post Office Box 1026 Key West, FL 3 3 041-1026 TAXES FOR CONTRACTOR: Master Mechanical Services, Inc. 15151 NW 3 Place Miami, FL 33054 Telephone: (305) 825-3004 AGREEMENT FEBRUARY 2012 Page 9 of 14 CENTRAL A/C MAINTENANCE &REPAIR UPPER KEYS FACILITIES MONROE COUNTY, FLORIDA COUNTY is p 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 p . shall be responsible for any and all taxes, or payments of withholding, related to services rendered under this agreement. 20. TERMINATION A. The COUNTY or CONTRACTOR may terminate this Agreement for cause with seven (7) days notice to CONTRACTOR. Cause shall constitute a breach of the obligations of either party to perform the obligations enumerated under this Agreement. B. 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 term s of the contract upon termination. 21. GOVERNING LAW VENUE INTERPRETATIONq COSTS AND FEES This Agreement shall be governed by and construed in accordance with the laws of the State of g Florida applicable to Agreements made and to be performed entirely in the State. In the event Pp g 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 ro riate 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 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 initiated and conducted pursuant to this Agreement shall be in accordance with the proceedings Florida Rules of Civil Procedure and usual and customary procedures required by the circuit court of Monroe County. 23. SEVERABILITY If an term covenant, condition or provision on of this Agreement (or the application thereof to any circumstance orperson) 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 g . 3 provision of this Agreement shall be valid and shall be enforceable to the fullest extent permitted p � 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 g 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. AGREEMENT FEBRUARY 2012 Page 10 of 14 CENTRAL A/C MAINTENANCE &REPAIR UPPER KEYS FACILITIES MONROE COUNTY, FLORIDA 24. ATTORNEY'S FEES AND COSTS COUNTY and CONTRACTOR agree that in the event any cause of action or administrative CCUN �' . din is initiated or defended b an arty relative to the enforcement or interpretation of proceeding �' Y p his Agreement, the prevailing art shall be entitled to reasonable attorney's fees and attorney's t gr � p � party in appellate proceedings. Each a agrees to pay its own court costs, investigative, and fees, pp p g party out-of-pocket expenses whether it is the prevailing party or not, through all levels of the court system. 25. ADJUDICATION OF DISPUTES OR DISAGREEMENTS COUNTY and CONTRACTOR agree that all disputes and disagreements shall be attempted to be resol ved b meet and confer sessions between representatives of COUNTY and CONTRACTOR. CTOR. 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 Cany party CONTRACTOR, then art shall have the right to seek such relief or remedy as may be provided by this Agreement or by Florida law. 26. COOPERATION n the event an administrative or legal proceeding is instituted against either party relating to the I y g formation execution erformance, or breach of this Agreement, COUNTY and CONTRACTOR. ,p . agree to participate, to the extent required by the other party, in all proceedings, hearings, � p p rocesses meetings, and other activities related to the substance of this Agreement or provision p � g� of the services under this Agreement. COUNTY and CONTRACTOR specifically agree that no party to 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 Each art resents and warrants to the other that the execution, delivery and performance of party represents this Agreement have been dui authorized by all necessary COUNTY and corporate action, as � y required by law. 29. CLAIMS FOR FEDERAL OR STATE AID CONTRACTOR and COUNTY agree that each shall be, and is, empowered to apply for, seek, C � and obtain federal and state funds to further the purpose of this Agreement; provided that all AGREEMENT FEBRUARY 2012 Page 11 of 14 CENTRAL A/C MAINTENANCE &REPAIR, UPPER KEYS FACILITIES, MONROE COUNTY. FLORIDA requests ant proposals, and funding solicitations shall be approved by each party applications, req , grant p p prior to submission. 30. PRIVILEGES AND IMMUNITIES s and immunities from liability, All of the privileges exemptions from laws, ordinances, and rules elief, disability, workers" compensation, and other benefits which apply to the and pensions and r ty, p activity of officers, ff a employees of any public agents or employees of the COUNTY, agents, or when performing p their respective functions under this Agreement within the territorial limits of hall apply to the same degree and extent to the performance of such functions and the COUNTY s pp y �' duties of such officers,volunteers, or employees outside the territorial limits of the agents, COUNTY. 31. LEGAL OBLIGATIONS AND RESPONSIBILITIES not intended to nor shall it be construed as, relieving any participating entity This Agreement �s from g p om an obligation or responsibility imposed upon the entity by law except to the extent of performance actual and timely thereof b any participating entity, in which case the performance y may be offered in satisfaction of the obligation or responsibility. Further, this Agreement is not intended to, nor sh all it be construed as, authorizing the delegation of the constitutional or statutory duti es of the COUNTY, except to the extent permitted by the Florida constitution, state statute, and case law. 32. NON -RELIANCE BY NON-PARTIES 330 o person or entity shall be entitled to rely upon the terms, or any term, of this Agreement to N p y . enforce or attempt to enforce an third -party claim or entitlement to or benefit of any service or enfo p y program contemplated hereunder, and the COUNTY and the CONTRACTOR agree that neither mp , y g the COUNTY nor the CONTRACTOR or an 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 it or entities have entitlements or benefits under this Agreement separate and o apart, inferior t, or superior to the community in general or for the purposes contemplated in this Agreement. ATTESTATIONS CONTRACTOR agrees to execute such documents as the COUNTY may reasonably require, to include a Public EntityCrime Statement, an Ethics Statement, and a Drug -Free workplace Statement. 34. NO PERSONAL LIABILITY No covenant or agre ement contained herein shall be deemed to be a covenant or agreement of er agent or employee of Monroe County in his or her individual capacity, and any member, officer, g no member, agent or employee officer, of Monroe County shall be liable personally on this AGREEMENT FEBRUARY 2012 Page 12 of 14 CENTRAL A/C MAINTENANCE &REPAIR UPPER KEYS FACILITIES MONROE COUNTY FLORIDA Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. 35, EXECUTION IN COUNTERPARTS 35. y This Agreement may be executed in an number of counterparts, each of which shall be regarded as an original, all og f 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. SECTION HEADINGS have been inserted in this Agreement as a matter of convenience of reference Section headings �' g that such section headin s are not a part of this Agreement and will not be only, and it is agreed used in the interpretation of any provision of this Agreement. 37. PUBLIC ENTITY CRIME INFORMATION STATEMENT 380 " who has been laced on the convicted vendor list fallowing a conviction A person or affiliate p crime may not submit a bid on a contract to provide any goods or services to a for a public entity y . public entity, may not submit a bid on a contract with a public entity for the construction or pub ty, y repair of public or f buildingpublic work, may not submit bids on leases of real property to a a not be awarded or perform work as a Construction Manager, supplier, public entity, may subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entityin excess of the threshold amount provided in Section 287.017, for CATEGORY Two fora period of 36 months from the date of being placed on the convicted vendor list." 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 BID DOCUMENTS The terms and conditions of the bid documents are incorporated by reference in this contract agreement. 40, ANNUAL APPROPRIATION Coup ' performance and obligation to pay under The tys this agreement is contingent upon an annual appropriation by the Board of Count Commissioners. In the event that the County funds y on which this Agreeme nt is dependent are withdrawn, this Agreement is terminated and the County has no Furthg er obligation under the terms of this Agreement to the Contractor beyond that already incurred by the termination date. AGREEMENT FEBRUARY 2012 Page 13 of 14 CENTRAL A/C MAINTENANCE & REPAIRUPPERKEYS FACILITIES, MONROE COUNTY, FLORIDA to is IN WH`NESS WHEREOF, COUNTYcand CONIRACTOR hereto have executed Ili" Agreement on the day and date first �,vritteii above in four (4) countuparts,each of whichshall, Nvithout proof or accounting for the other :omit erparts, be deemed an orighial contract. (SEAL) Attest: DANNY L. KOLHAGE, C"I.J."'RK By: Deputy Clerk I)a1e: \ 7'row WITNESSIA FOR CONTR (C si gliat tire Signature F)ate 110AW) OF COUNTY COINWISSIONERS i OF MONROL-J' (`0tJN`1'Y,, Fl-j()11')A Mayor 4 Date. Signatt e of person authorized to ir iegally bil rporati011 D a I jo Print Name t SI � 1 IV U.) ZS Pk. I-�,S O,.�v1i �� 33°S� Address: -305 -_ 2 -._� 1"clephone Ntimber 7 MO 0 CoPUNTY FP D AS PEIJHOJP49flCADO A Scj'i S LGf0t1NTy--.kmR AGREEMENT FEBRUARY 2012 Page 14 of 14