Item C29 BOARD OF COUNTY COMMISSIONERS
AGENDA ITEM SUMMARY
Meeting Date: October 16, 2013 Division: Public Works/Enizineering_
Bulk Item: Yes X No Department: Facilities Maintenance
Staff Contact Person: Dent Pierce(305)292- 4560
AGENDA ITEM WORDING: Approval award bid and execute a contract with Culver's Cleaning
Company for Janitorial Services at Veteran's Memorial Park Restrooms, Little Duck Key, Monroe
County. This contract is funded 100% by TDC funds.
ITEM BACKGROUND: Our current agreement with Culver's Cleaning Company will terminate
October 31, 2013. Bids were opened September 24, 2013 with three respondents, Jayne's Cleaning
Service, Inc. ($1,400/month), Culver's Cleaning Company($1,450/month), and Miami Janitorial
Supplies, Inc. ($1,520/month). Jayne's Cleaning Service, Inc. was non-responsive because they did not
submit the required Bid information. Culver's Cleaning was the lowest responsive bidder.
PREVIOUS RELEVANT BOCC ACTION: None
CONTRACT/AGREEMENT CHANGES: New Agreement
STAFF RECOMMENDATIONS: Approval
TOTAL COST: $17,400/annual INDIRECT COST: BUDGETED: Yes X No_
$1,450/month
DIFFERENTIAL OF LOCAL PREFERENCE:
COST TO COUNTY: same SOURCE OF FUNDS: TDC Funds
REVENUE PRODUCING: Yes No X AMOUNT PER MONTH Year
P3 L-
APPROVED BY: County Atty OMB/Purchg Risk Management
DOCUMENTATION: Included X Not Required
DISPOSITION: AGENDA ITEM#
Revised 2/05
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MONROE COUNTY BOARD OF COUNTY COMMISSIONERS
CONTRACT SUMMARY
Contract with: Culver's Cleaning Co Contract#
Effective Date: 11/01/13
Expiration Date: 10/31/14
Contract Purpose/Description:
For the Janitorial Services, and the opening and closing of the Veterans Memorial Park
restrooms.
Contract Manager: Alice Steryou 4549 Facilities Maint/Stop#4
(Name) (Ext.) (Department/Stop#)
for BOCC meeting on 10/16/13 Agenda Deadline: 10/01/13
CONTRACT COSTS
Total Dollar Value of Contract: $ 17,400.00 Current Year Portion: $ 17,400.00
Budgeted? Yes® No ❑ Account Codes: '"' '^`^g "^ '"^ 1i _ 7 $ap — 53060
Grant: $ N/A - - - -
r my� ly� x
County Match: $ N/A - - - -
ADDITIONAL COSTS
Estimated Ongoing Costs: $ /yr For:
(Not included in dollar value above) (eg.maintenance,utilities,janitorial,salaries,etc.)
CONTRACT REVIEW
Changes Date Out
Date In Needed , Reviewer
Division Director row Yes❑ No� �- 10 I 13
Risk Management �'®�'�"ice Yes❑ NoE?r t u:'P 3
O.M.B./Purchasing 'o-1-)3 Yes[:] No❑x
County Attorney ID 1 I3 Yes❑ No0 9. ////Hl3
Comments:
OMB Form Revised 2/27/01 MCP#2
AGREEMENT FOR JANITORIAL SERVICE
VETERAN'S MEMORIAL PARK RESTROOMS
LITTLE DUCK KEY, MONROE COUNTY, FLORIDA
This Agreement is made and entered into this day of , 2013, between
MONROE COUNTY, FLORIDA ("COUNTY"), a political subdivision of the State of Florida,
whose address is 1100 Simonton Street, Key West, Florida 33040, and Culver's Cleaning
Company,Anthony Culver, Owner("CONTRACTOR"), a Sole Proprietorship, whose address is
PO Box 500333,Marathon, Florida 33050.
WHEREAS, COUNTY desires janitorial services be provided for Veteran's Memorial
Park restrooms on Little Duck Key, and
WHEREAS, CONTRACTOR desires and is able to provide janitorial services for
Veteran's Memorial Park restrooms on Little Duck Key; and
WHEREAS, it serves a legitimate public purpose for CONTRACTOR to provide
janitorial services Veteran's Memorial Park restrooms on Little Duck Key, 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
A. DESCRIPTION
i. The contractor shall furnish janitorial services, including all necessary supplies and
equipment required in the performance of same, for the rest room facilities located at Veteran's
Memorial Park on Little Duck Key, Mile Marker 40, Monroe County Florida. The restrooms
include one women's restroom with three toilets and one sink; a men's restroom with two toilets,
one urinal and one sink; and a handicap restroom with one toilet and one sink.
ii. The contractor shall be responsible for unlocking the rest room facilities seven(7)
days per week promptly at 7:30 a.m.
iii. The contractor shall be responsible for locking the rest room facilities seven (7)
nights per week promptly at sunset.
B. WORK HOURS
i. The contractor shall open and unlock all rest rooms (men's, women's, and
handicap) seven(7) days per week at 7:30 a.m.
ii. The contractor shall clean all rest rooms (men's, women's, and handicap) seven
(7) nights per week upon closing, or seven(7) mornings per week upon opening.
Agreement 1 August 2013
iii. The contractor shall close and lock all required rest room facilities seven (7)
nights per week at sunset.
C. REST ROOM SANITATION: Rest room sanitation shall include the following
services:
i. All floors, concrete surfaces and ramps must be swept with a straw broom & the
loose dirt removed.
ii. Wash and disinfect floor and upon completion, floor is to be mopped to a damp
dry condition.
iii. Stall partitions damp cleaned.
iv. All commodes, urinals, basins and vanities shall be scoured and disinfected.
v. All urinal traps shall be specially cleaned and disinfected.
vi. All sanitary napkin receptacles shall be cleaned, waste disposed, and disinfected.
vii. All paper products shall be replaced/replenished, to include toilet paper, paper
towels and sanitary products. Restrooms are equipped with the Bay West paper towel and toilet
paper dispensers.
viii. All Bay West soap Dispensers are to be filled with hand soap.
ix. All slop sink closets are to be cleaned completely each week and mops, buckets,
etc.,removed to storerooms after usage.
x. All trash receptacles are to emptied on a daily basis.
xi. All other work necessary to maintain a clean and sanitary condition in these rest
rooms shall be accomplished, whether it is specifically noted in these specifications or not.
D. COORDINATION OF THE WORK
i. Contractor shall provide maximum amount of janitorial services with the
minimum amount of interference to rest room occupants.
ii. 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 times as
specified.
iii. 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.
iv. 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 keys.
v. The contractor shall report any problems regarding open doors and/or vandalism
to the Facilities Maintenance Area Representative immediately.
E. PAPER PRODUCTS AND SUPPLIES
i. The contractor shall provide all supplies necessary for the cleaning performance
of his work. All supplies, including but not limited to, hand soap, paper towels, toilet paper, and
trash can liners, shall be supplied by the contractor.
Agreement 2 August 2013
ii. The contractor shall maintain stock in each facility in an amount sufficient to last
through the next cleaning day.
F. INSPECTION OF WORK
i. Random inspections shall be performed by County Representatives from the
Public Works Division administering the contracts.
ii. 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
prorated deduction from the monthly invoice.
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 monthly invoices in arrears on or
before the 30'' day of the following month in each of the twelve (12) months, with supporting
documentation acceptable to the Clerk, if necessary. 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 CONTRACTOR's bid
as follows: ONE THOUSAND FOUR HUNDRED FIFTY AND NO/100 DOLLARS
($1,450.00) per month.
4. TERM OF AGREEMENT
This Agreement shall commence on November 01, 2013, and ends upon October 31, 2014,
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 60 days prior to the end of the initial term. Unless the contract clearly
indicates otherwise, references to the "term" of this Agreement shall mean the initial term of one
(1) year.
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.
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 August 2013
consistently applied. Each party to this Agreement or their authorized representatives shall have
reasonable and timely access to such records of each other party to this Agreement for public
records purposes during the term of the Agreement and for four years following the termination
of this Agreement. If an auditor employed by the COUNTY or Clerk determines that monies
paid to CONTRACTOR pursuant to this Agreement were spent for purposes not authorized by
this Agreement, the CONTRACTOR shall repay the monies together with interest calculated
pursuant to Sec. 55.03, Florida Statutes, running from the date the monies were paid to
CONTRACTOR.
7. PUBLIC ACCESS
Pursuant to Florida Statute §119.0701, Contractor and its subcontractors shall comply with all
public records laws of the State of Florida, including but not limited to:
(a) Keep and maintain public records that ordinarily and necessarily would be
required by Monroe County in the performance of this Agreement.
(b) Provide the public with access to public records on the same terms and
conditions that Monroe County would provide the records and at a cost that does
not exceed the cost provided in Florida Statutes, Chapter 119 or, as otherwise
provided by law.
(c) Ensure that public records that are exempt or confidential and exempt from
public records disclosure requirements are not disclosed except as authorized by
law.
(d) Meet all requirements for retaining public records and transfer, at no cost, to
Monroe County all public records in possession of the contractor upon
termination of this Agreement and destroy any duplicate public records that are
exempt or confidential and exempt from public records disclosure requirements.
All records stored electronically must be provided to Monroe County in a format
that is compatible with the information technology systems of Monroe County.
The County shall have the right to unilaterally cancel this Agreement upon violation of this
provision by Contractor.
8. HOLD HARMLESS AND INSURANCE
Notwithstanding any minimum insurance requirements prescribed elsewhere in this agreement,
Contractor shall defend, indemnify and hold the COUNTY and the COUNTY's elected and
appointed officers and employees harmless from and against (i) any claims, actions or causes of
action, (ii) any litigation, administrative proceedings, appellate proceedings, or other proceedings
relating to any type of injury (including death), loss, damage, fine, penalty or business
interruption, and (iii) any costs or expenses 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 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 AGREEMENT or any earlier termination of this AGREEMENT.
Agreement 4 August 2013
Prior to execution of this agreement, CONTRACTOR shall furnish the COUNTY Certificates of
Insurance indicating the minimum coverage limitations in the following amounts:
WORKER'S COMPENSATION AND EMPLOYER'S LIABILTIY INSURANCE: Where
applicable, worker's compensation coverage to apply for all employees at minimum statutory
limit 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 limits, and
$100,000.00 bodily injury by disease, each employee.
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 of the
Contractor's employees or its agents,whether acting alone or in collusion of others.
COMPREHENSIVE AUTOMOBILE VEHICLE LIABILITY INSURANCE: Motor vehicle
liability insurance, including applicable no-fault coverage, with limits of liability of not less than
$100.000.00 per occurrence, combined single limit for Bodily Injury Liability and Property
Damage Liability. If single limits are provided, the minimum acceptable limits are $100,000.00
per person, $300,000.00 per occurrence, and $50,000.00 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 $300,000.00 per occurrence combined single limit for Bodily Injury
Liability and Property Damage Liability.
MONROE COUNTY SHALL BE NAMED AS AN ADDITIONAL INSURED ON ALL
POLICIES EXCEPT WORKER'S COMPENSATION.
CERTIFICATES OF INSURANCE. Original Certificates of Insurance shall be provided to the
COUNTY within fifteen (15) days of the award of Bid 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. Monroe County shall be named as an additional insured on the Vehicle Liability and
Commercial General Liability insurance. 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 shall 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 any of
Agreement 5 August 2013
his employees, subs, servants, or agents to be employees of the Board of County Commissioners
of Monroe County.
11. 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 VI of the Civil Rights Act of
1964 (PL 88-352) which prohibits discrimination on the basis of race, color or national origin; 2)
Title IX of the Education Amendment of 1972, as amended (20 USC ss. 1681-1683, and 1685-
1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation
Act of 1973, as amended (20 USC s. 794), which prohibits discrimination on the basis of
handicaps; 4) The Age Discrimination Act of 1975, as amended (42 USC ss. 6101-6107) which
prohibits discrimination on the basis of age; 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 sub 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.
13. COMPLIANCE WITH LAW AND LICENSE REQUIREMENTS
In providing all services/goods pursuant to this agreement, CONTRACTOR shall abide by all
laws of the Federal and State government, ordinances, rules and regulations pertaining to, or
regulating the provisions of, such services, including those now in effect and hereinafter adopted.
Compliance with all laws includes, but is not limited to, the immigration laws of the Federal and
State government. Any violation of said statutes, ordinances, rules and regulations shall
constitute a material breach of this agreement and shall entitle the Board to terminate this
Agreement. CONTRACTOR shall possess proper licenses to perform work in accordance with
these specifications throughout the term of this Agreement.
Agreement 6 August 2013
14. DISCLOSURE AND CONFLICT OF INTEREST
CONTRACTOR represents that it, its directors, principals and employees, presently have no
interest and shall acquire no interest, either direct or indirect, which would conflict in any
manner with the performance of services required by this contract, as provided in 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 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 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.
15. 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.
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 the
following:
FOR COUNTY: FOR CONTRACTOR:
Monroe County Anthony Culver, Owner
Facilities Maintenance Department Culver's Cleaning Company
3583 South Roosevelt Boulevard PO Box 500333
Key West, FL 33040 Marathon, FL 33050
And (305) 743-7926
Monroe County Attorney
Post Office Box 1026
Key West, FL 33041-1026
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
Agreement 7 August 2013
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.
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.
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 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.
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. This Agreement is not subject to arbitration.
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. 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, 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.
Agreement 8 August 2013
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
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.
24. COOPERATION
In the event any administrative or legal proceeding is instituted against either parry 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, delivery 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 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.
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 is not
Agreement 9 August 2013
intended to, nor shall it be construed as, authorizing the delegation of the constitutional or
statutory duties of the COUNTY, except to the extent permitted by the Florida constitution, state
statute, and case law.
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-parry 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 covenant or agreement contained herein shall be deemed to be a covenant or agreement of
any member, officer, agent or employee of Monroe County in his or her individual capacity, and
no member, officer, agent or employee of Monroe County shall be liable personally on this
Agreement or be subject to any personal liability or accountability by reason of the execution of
this Agreement.
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 and any
of the parties hereto may execute this Agreement by signing any such counterpart.
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 of any provision of this Agreement.
35. 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."
Agreement 10 August 2013
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 ander this agreement is contingent upon an
annual appropriation by the Board of County Commissioners. In the evert that the County hands
on which this Agreement is dependent are withdrawn, this Agreement is terminated and the
County has no further obligation under the urns of this Agreement to the Contractor beyond that
already incurred by the termination date.
IN WITNESS WHEREOF, COUNTY and CONTRACTOR hereto have executed this
Agreement on the day and date first written above in four (4) counterparts, each of which shall,
without proof or accounting for the other counterparts, be deemed an original contract.
(SEAL) BOARD OF COUNTY COMMISSIONERS
Attest: AMY HEAVILIN, CLERIC OF MONROE COUNTY,,FLORIDA
By: I3y:
Deputy Clem Mayor
Date: Date:
WITNESSES for CONTRACTOR:
0t&/X- n&,� /ghatureoffpersou authorized to
Signature legally bind Corporation
Date:
lohl i -3 A
Date I'riot Name
Address: /1'U
ignature
Telephone Number
Date
AS
ASSt
Agreement, 11 Augist 2013