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Item C21
BOARD OF COUNTY COMMISSIONERS AGENDA ITEM SUMMARY Meeting Date: .tune 17,2009 Division: Public Works Bulk Item: Yes X No Department: Facilities Maintenance Staff Contact Person/Phone#: Bob Stone/289-6077 AGENDA ITEM WORDING: Approval to award bid and execute contract to Smith Industries, Inc. d/b/a Smith Fence Company for Security,Fencing Improvements-Plantation Key&Marathon Jails. ITEM BACKGROUND: On May 19, 2009, five bids were received for this project. Due to not providing required information per the Instruction to Bidders, two of the bids are incomplete and therefore non-conforming. The required information that was not provided by these two bids was Tab 1, which provides general information of the firm along with customer and credit references and Tab 4 of which provides litigation information. The apparent tow bidder was one of the bidders that provided an incomplete, non-conforming bid_ Of the bids received, Smith Fence Company is the lowest, conforming,responsible bidder. $65,000.00 is the established budgeted for this project. PREVIOUS RELEVANT BOCC ACTION: This project is included and identified within the Public Works budget that was approved by the BOCC on September 29,2008. CONTRACT/AGREEMENT CHANGES: N/A STAFF RECOMMENDATIONS.- Approval as stated above TOTAL COST: $56,845 BUDGETED: Yes X No— COST TO COUNTY: same SOURCE OF FUNDS: ad-valorem REVENUE PRODUCING: Yes No X AMOUNT PER MONTH Year APPROVED BY: County Arty4,PurchasiDg_ Risk Management DOCUMENTATION: Included X Not Required _ DISPOSITION: AGENDA ITEM# MEMORANDUM DATE: MAY 18, 2009 TO: DENT PIERCE, PUBLIC WORKS DIVISION DIRECTOR FROM: BOB STONE, MIDDLE KEY OPERATIONS DIRECTOR RE: SECURITY FENCING IMPROVEMENTS— PLANTATION KEY & MARATHON JAILS Five bids were received on May 14, 2009 for the Security Fencing Improvements—Plantation Key 86 Marathon Jails as follows: Tropic Fence, Inc. $64,800.00 Fence Masters, Inc. $59,160.00 Florida Fence Corp $58,975.00 Smith Fence Company $56,845.00 Commercial Fence Contractors $45,400.00 Due to not providing required information per the Instruction to Bidders, two of the bids are incomplete and therefore non-conforming. The required information that was not provided by these two bids was Tab 1, which provides general information of the Firm along with customer and credit references and Tab 4 of which provides litigation information. Commercial Fence Contractors was one of the bidders that provided an incomplete, non-conforming bid. Of the bids received, Smith Fence Company is the lowest, conforming, responsible bidder. Therefore, it is recommended that Smith Fence Company be awarded the referenced contract. The established budget for this project is$65,000.00, If there are any questions or more information is desired, please do not hesitate to contact this office. d r } y z Y d A u t O Z W u d (f) V) m w to QJ d `2 W W W W W ° E U r a } z a W �, r z _ a W O Z b o z .> F O o n Q w H Q o 0 o a o n L M u to Q Q A Ln o o ui o } w b-IN wLLW °` 4z m rn v o o t 3 tlJO � t��l r IT G uco Ln �1 Lin U o Z IL tPr + t� t+ 4A- o zzo 0 _ -9 QHHet 1- A oaf z se f� ce 1tJ p U V z � sr > m � o HaF ~ a+ o o, H W Q o. a} > o 0 �'" Z u u Z — i CL m a Z © u O S2 uj O U u a q¢ j o al o� o_ }� o Z F p o a sn Z O p a. U U Z v v _u 0. O V Z U a` t o WW U W O o o (1f W � U m ° a U �` W W 4 ' LLI Z Q LU U Ub u_ U Q Z W d } m Q w W Li- In > iL M d o o d d uZW., t��Jf o Oo m N U'i m MONROE COUNTY BOARD OF COUNTY COMMISSIONERS CONTRACT SUMMARY Contract with: Smith Industries,Inc. Contract#PFM 134-231-2009 Effective Date: June 17,2009 Expiration Date: Final Pavtnent Contract Purpose/Descriptiow Security Fencing Improvements-Plantation Key&Marathon Jails Contract Manager: Bob Stone 6077/3995 Facilities-9 or 16 Depam{Name) .(.... art... ._. nentlStop#) for 13OCC meeting on 6/17/09 Agenda Deadline: 6/03109 CONTRACT COSTS Total Dollar Value of Contract:$ 56,845.00 Current Year Portion:$ 56,845.00 Budgeted?Yes® No❑ Account Codes: .101-20S05-560640- - Grant:$ N/A County Match: $ Nr/A - - - ADDITIONAL COSTS Estimated Ongoing Costs: S 100/yr For: Maintenance (Not included in dollar value above) (eg.maintenance,utilities,janitorial,salaries,etc.) CONTRACT REVIEW Changes Date Out D tc in Needed 2Re°iew r Division Director w" W" Yes❑No❑'- _ ❑ I i .... Yes❑Nt, Risk Manaernent _ � / J ❑ ❑ �.., f O.M.B./Purcli g ....-"'"` " Yes❑No❑ l County Attorney _i Yes[—]No❑ Comments: y t ' (o,"M er, .. l r, ..a OMB Form Revised 2i27/61 MCP#2 AGREEMENT THIS AGREEMENT, ("Agreement") made and entered into this 17"' day of June, 2009, by and between MONROE COUNTY, FLORIDA , ("County"), 1100 Whitehead Street, Kev West,Florida,and Smith Industries,Inc.d/b/a Smith Fence Company("Contractor") whose address is 4699 110`h Ave.N,Clearwater,Florida 33762. WITNESSETH: The parties hereto, for the consideration hereinafter set forth,mutually agree as follows: 1. THE CONTRACT The contract between the County and the Contractor,of which this Agreement is a part,consists of the contract documents,as specified in paragraph 2. 2. THE CONTRACT DOCUMTNTS The contract documents consist of the Agreement, the Request for Bid, the Specifications, all Change Orders and any addenda, the Contractor's Bid documents, any other amendments hereto executed by the parties, together with the required County documents furnished as part of the Bid or required to be furnished by the BID,and all required insurance documentation. 3. SCOPE OF THE WORK — Security Fencing Improvements — Plantation Key .tail, 53 High Point Road,Plantation Key, Florida 33036 and Marathon Jail, 3981 Ocean Terrace,Marathon,Florida 33050. A. The Contractor shall perform all of the work required, implied or reasonably inferable from this agreement.. The term "work" shall mean whatever is done by or required of the contractor to perform and complete its duties under this agreement,including the following: construction of the whole or a designated part of the project; furnishing of any required surety bonds and insurance; and the provision or furnishing of labor, supervision, services, material, supplies, equipment, fixtures, appliances, facilities, tools, transportation, storage, power, the payment of any applicable sales and use taxes; procurement and payment of any required permits from local. state or Federal authorities having jurisdiction, royalties and product license fees; fuel, heat, light, cooling, and all other utilities as required by this contract. The work is to not disrupt or jeopardize jail operations. Contractor is to abide by all security rules and regulations The work to be performed by the contractor is generally described as follows: 1. Marathon Jail: a. Attach a galvanized vertical barbwire arm extension with cap similar to a "Cantilever Barbwire Arm" 4CL-CARM-2 as manufactured by Hoover Fence Co. (hooverfence.corn) at each line and corner post of the existing eleven foot high perimeter fence including gates (approximately 500 lineal feet, 43 (forty- three) 3"line posts, 14 (Fourteen)comer/gate posts& 3 (three) 2 1/2"gate posts). Secure the barbwire arm extensions to fence posts just below existing top rail with the arm extending up past the existing V shaped barbed arms to four feet above the fence fabric. Attach two rows of tension wire to barbAire arm extensions,one at four inches from the top and the other twenty- four inches from the top. Peen all bolts. b. Provide and install new 41" diameter reinforced barbed tape equal to Detainer Hook Barb as manufactured by Allied Tube& Conduit, to new barbwire arm extensions and tension wire Attach at two points about each coil circumference. Attach existing lower barbed tape to new barbed tape. Install above all gates. c. At both Recreation Yards, provide and install two horizontal rows of new 40" diameter reinforced barbed tape equal to Nato Barrier as manufactured by Allied Tube & Conduit, one row around the perimeter of the chain link fabric roof/wall connection and the other at the chain link fabric/CMU wall connection. At the facility wall juncture, run barbed tape vertically,connecting upper and lower rows(approximately 240 lineal feet overall). Barbed tape to be attached unth tamper proof connections as approved by the Owner. 2. Plantation Kev Jail: a. Remove existing top and secondary row of barbed tape atop the existing ten-foot high perimeter fence including gates (approximately 340 lineal feet each). Properly dispose of removed wire. b. Provide and install new 41" diameter reinforced barbed tape equal to Detainer Hook Barb as manufactured by Allied Tube& Conduit, atop of existing fence and centered on existing barbed wire arms. Attach at two points about each coil circumference. Install above all gates. Include replacement of ten 45-degree top-rail barb arms to match existing. Include replacement of 300 L.F. of barbed wire to match existing. c. Provide and install new 40" diameter reinforced barbed tape equal to Nato Barrier as manufactured by Allied Tube & Conduit to replace the removed secondary row of barbed tape. Attach at two points about each coil circumference. One point at top of chain link fabric and the other at top barb or tension wue. Install above all gates. d.. Provide and install 1 %" galvanized posts with ball caps at ten feet or less on center at roof's edge along both north and south building elevations (approximately 280 lineal feet with eight comers). Posts and barbed tape to start at 30 feet north and 30 feet south of western corners of roof, follow roofline to the east and terminate against Courthouse wall. Posts to be secured to facility utilizing a wall flange similar and equal to Kee Lite L68 wall flange. Posts shall extend 48" above roofline with two rows of 25" diameter reinforced barbed tape equal to Detainer Hook Barb extending full length of north and south roofline, supported and secured to three rows of tension wire attached to posts. Two-inch clearance shall be maintained between lower row of barbed tape and roof. e. Provide and install 30"diameter Nato Barrier along Courthouse roof concrete fascia (approximately 120 LF). Attach with stainless steel clips and fasteners at each coil circumference. f. Remove existing 12' double sw7ng gate at northern fence line. Fill in fence line with new posts, fabric, top rail, barb arms, barbed wire and reinforced barbed tape to match existing. Provide, frame and install new 36"X 84"pedestrian gate in this area. Gate is to be secured with a stainless steel lever lockset, keyed on both sides. Stops and bolt guards are to be provided to ensure a secured condition.Peen all bolts. B. SU3MI'1'rALS — Owner review and approval is required for the following submittals. When submittals are marked approved by the Owner, that part of the work covered by the submittal may proceed provided it complies with requirements of the Contract Documents: final acceptance will depend upon that compliance. Allow sufficient review time so that installation will not be delayed because of the time required to process submittals, including time for re- submittals. Allow two weeks for initial review. Four copies will be required for each submission. One copy will be returned to the Contractor with appropriate comments. 1. SHOP DRAWINGS: Shop drawings include fabrication, installation and similar drawings of proposed installation. Information to include dimensions, identification of products and materials included, compliance wrath specified and manufacturer's standards and notation of dimensions established by field measurement. Provide shop drawings for the following: a_ Fence and post installation b. Gate location, framing and assembly,including lockset c. Wall flange installation d. Barbed tape installation(all applications) e. Vertical barbwire arm extension I. PRODUCT DATA: Product data includes printed information such as manufacturer's installation instructions, catalog cuts and printed specifications. Provide product data for the following: a. Fence fabric b. Posts c. Wall flanges d. Barbed tape c. Lockset f. Hardware and accessories g. Barb and tension wire C. PRODUCTS: 1. Fence fabric: Match existing — At a nvnimum provide 9-guagc wire, woven in a 2" diamond mesh. Top selvage to be twisted and barbed, bottom selvage to be knuckled. Zinc-coated fabric shall be galvanized in accordance with ASTM A 817. 2. Metal Posts and pipe: Provide posts conforming to ASTM F 1083,zinc- coated. Group IC steel pipe, zinc-coated with external coating Type A or Type B and Group 11,roil formed steel sections,meeting the strength and coating requirements of ASTM F 1043 and ASTM A 702. 3. Concrete: Conforming to ASTM C 94, having a minimum compressive strength of 3,000 PSI at 28 days. 4. Barbed Tape: Stainless Steel tape material and Stainless Steel core material. "Detainer Hook Barb"and"Nato Barrier"as manufactured by Allied Tube&Conduit or approved equal. 5. Wall Flange: "Kee Lite"Type L68 wall flange or approved equal 6. Tie Wire: 16 gauge Stainless Steel for barbed tape and 9 gauge galvanized for fabric 7. Hog Rings: 12J gauge Stainless Steel S. Fasteners(other than fencing): Stainless Steel 9. Barbed Wire: Conform to ASTM A 121 zinc-coated, 12.5 gauge, two strand twisted line wire with 4 point barbs at 5"spacing. 10.Tension Wire: 7 gauge coil spring conforming to ASTM A 824 11.Gates: Conform to ASTM F 900 4. THE CONTRACT AMOUNT A. The Owner shall pay the Contractor in current funds for the Contractor's performance of the Contract per Paragraph 4.11 of which follows, the Contract sum of Fifty Six Thousand Eight Hundred Forty-five/100 Dollars($56,845.00). B. This paragraph specifies administrative and procedural requirements necessary to prepare and process Applications for Payment. 1. Bar-Chart Schedule: Prepare a fully developed, horizontal bar-chart- type, contractor's construction schedule. Submit to Owner for approval within ten days after the date of Notice to Proceed. a. Provide a separate time bar for each significant administrative and construction activity. Provide a continuous vertical line to identify the first working day of each week. b. The time line between the Notice to Proceed and substantial completion is not to exceed ninety days unless approved by the Owner. 2. Application for Payment: Partial progress payments may be issued to the Contractor with the Owner's approval and with submission of properly executed invoice and partial release of liens. Ten percent retainage will be withheld on all progress payments. When the final work is accepted by the owner, the contractor shall invoice the County for full and final payment. A. The owner may decline to make payment, may withhold funds, and if necessary, may demand the return of some or all of the amounts previously paid to the contractor,to protect the owner from loss because of: 1. defective work not remedied by the contractor nor, in the opinion of the owner;likely to be remedied by the contractor; 2. claims of third parties against the owner or the owner's property; 3. failure by the contractor to pay subcontractors or others in a prompt and proper fashion; 4, evidence that the balance of the work cannot be completed in accordance with the contract for the unpaid balance of the contract price; 3. persistent failure to carry out the work in accordance with the contract; 6. damage to the owner or a third party to whom the owner is, or may be,liable. In the event that the owner makes written demand upon the contractor for amounts previously paid by the owner as contemplated in this subparagraph,the contractor shall promptly comply with such demand. I When all of the work is finally complete and the contractor is ready for a final inspection, it shall notify the owner thereof in writing. Thereupon, the owner will make final inspection of the work and, if work is complete in full accordance with this contract and this contract has been fully performed, the owner will promptly issue a final certificate for payment certifying that the project is complete and the contractor is entitled to the remainder of the unpaid contract price, less any amount withheld pursuant to this contract, Guarantees required by the contract shall commence on the date of final completion of the work. If the owner is unable to issue its final certificate for payment and is required to repeat its final inspection of the work, the contractor shall bear the cost of such repeat final inspection(s), which cost may be deducted by the owner from the contractor's final payment. 4. The contractor shall not be entitled to final payment unless and until it submits to the owner an affidavit confirming that all payrolls, invoices for materials and equipment, and other liabilities connected with the wort: for which the owner, or the owner's property might be responsible; have been fully paid or otherwise satisfied; releases and waivers of lien from all subcontractors of the contractor and of any and all parties required by the owner. S. Acceptance of final payment by the contractor shall constitute a waiver of all claims against the owner by the contractor except for those claims previously made in writing against the owner by the contractor, pending at the time of final payment, and identified in writing by the contractor as unsettled at the time of its request for final payment. C. Final payment,constituting the entire unpaid balance of the Contract Amount, shall be made by the Owner to the Contractor when the Contract has been fully performed by the Contractor. S. WARRANTY A. The contractor warrants to the owner that all labor furnished to progress the work under this contract will be competent to perform the tasks undertaken, that the product of such labor will yield only first-class results, that materials and equipment famished will be of good quality and new unless otherwise permitted by the contract, and that the work will be of good quality, free from faults and defects and in strict conformance with the contract and warrant same for a period of one year commencing at final completion. This one-year warranty is inclusive of all labor, transportation, equipment and material cost with no cost to the owner and is in addition to any Manufactures standard warranties. All work not conforming to these requirements may be considered defective. 6. CHANGES IN THE WORK A. Changes in the work within the general scope of this contract, consisting of additions, deletions, revisions, or any combination thereof, may be ordered without invalidating this agreement,by change order or by field order. B. Change order shall mean a written order to the contractor executed by the owner, issued after execution of this agreement, authorizing and directing a change in the work or an adjustment in the contract price or the contract time,or any combination thereof. The contract price and the contract time may be changed only by change order. C. Any change in the contract price resulting from a change order shall be determined as follows: (a) by mutual agreement between the owner and the contractor as evidenced by(1) the change in the contract price being set forth in the change order, (2) such change in the contract price, togetber with any conditions or requirements related thereof, being initialed by both parties and (3) the contractor's execution of the change order, or (b) if no mutual agreement occurs between the owner and the contractor, then the change in the contract price, if any, shall then be determined by the owner on the basis of the reasonable expenditures or savings of those performing, deleting or revising the work attributable to the change, including, in the case of an increase or decrease in the contract price, an allowance for direct job site overhead of 5%, and profit 5%will be utilized. D. The execution of a change order by the contractor shall constitute conclusive evidence of the contractor's agreement to the ordered changes in the work, this agreement as thus amended, the contract price and the contract time. The contractor, by executing the change order, waives and forever releases any claim against the owner for additional time or compensation for matters relating to or arising out of or resulting from the work included within or affected by the executed change order. 7. CONTRACTOR'S ACCEPTANCE OF CONDITIONS A. This Agreement and the provision of the services at the location listed have been fully considered by the Contractor, who understands the same and agrees to their sufficiency and suitability. Under no circumstances,conditions,or situations sball this Contract be more strongly construed against the County than against the Contractor. B. The passing, approval, and/or acceptance by the County of any of the services furnished by the Contractor shall not operate as a waiver by the County of strict compliance with the terms of this Contract, and specifications covering the services. Failure on the part of the Contractor, immediately after Notice to Correct shaJI entitle the County, if it sees fit, to correct the same and recover the reasonable cost of such replacement and/or repair from the Contractor,who shall in any event be jointly and severally liable to the County for all damage, loss, and expense caused to the County by reason of the Contractor's breach of this Contract and/or his failure to comply strictly and in all things with this Contract and with the specifications. S. HOLD HARMLESS The Contractor covenants and agrees to indemnify and hold harmless Monroe County Board of County Conunissioners from any and all claims for bodily injury (including death),personal injury,and property damage(including property owned by Monroe County) and any other losses, damages, and expenses (including attomey's fees) which arise out of, in connection with, or by reason of services provided by the Contractor or any of its Subcontractor(s) in any tier, occasioned by the negligence,errors,or other wrongful act or omission of the Contractor or its Subcontractors in any tier,their employees,or agents. In the event that the service is delayed or suspended because of the Contractor's failure to purchase or maintain the required insurance, the Contractor shall indemnify the County from any and all increased expenses or lost revenue resulting from such delay. The first ten dollars ($10.00) of remuneration paid to the Contractor is for the indemnification provided for above. The extent of liability is in no way limited to, reduced, or lessened by the insurance requirements contained elsewhere within this agreement. The provisions of this section shall survive the expiration or earlier termination of this agreement. 9. INDEPENDENT CONTRACTOR At all times and for all purposes under this agreement the Contractor is an independent contractor and not an employee of the Board of County Commissioners for Monroe County. No statement contained in this agreement shall be construed so as to find the Contractor or any of hislhcr employees, contractors, servants, or agents to be employees of the Board of County Commissioners for Monroe County. 10. ASSURANCE AGAINST DISCRIfMINATION The Contractor shall not discriminate against any person on the basis of race, creed,color,national origin,sex,age,or any other characteristic or aspect which is not job related, in its recruiting, hiring, promoting, terminating, or any other area affecting employment under this agreement or with the provision of services or goods under this agreement. 11. ASSIGNMENT/SUBCONTRACT The Contractor shall not assign or subcontract its obligations under this agreement, except in writing and with the prior written approval of the Board of County Commissioners for Monroe County and Contractor, which approval shall be subject to such conditions and provisions as the Board may deem necessary. This paragraph shall be incorporated by reference into any assignment or subcontract and any assignee or subcontractor shall comply with all of the provisions of this agreement. Unless expressly provided for therein, such approval shalt in no manner or event be deemed to impose any obligation upon the board in addition to the total agreed-upon price of the services/goods of the Contractor and compensation to County. 12. COMPLIANCE WITH LAW In providing all services/goods pursuant to this agreement. the Contractor shall abide by all statutes, ordinances, rules and regulation pertaining to, or regulating the provisions of, such services, including those now in effect and hereinafler adopted. 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 contract immediately upon delivery of written notice of termination to the Contractor. The Contractor shall possess proper licenses to perform work in accordance with these specifications throughout the term of this contract. 13. INSURANCE Prior to execution of this agreement, and maintained throughout the life of the contract, the Contractor shall furnish to the County Certificates of Insurance indicating the minimum coverage limitation as listed below: A. General Liability—include as a minimum: • Premises Operations • Products and Completed Operations • Blanket Contractual Liability • Personal Injury Liability • Expanded Definition of Property Damage The minimum limits acceptable shall be$500,000 Combined Single Limit If split limits are provided, the minimum limits acceptable shall be: $500,000 per person; 1500,000 per Occurrence; and $500,000 Property Damage. An Occurrence Form policy is preferred. If coverage is changed to or provided on a Claims Made Policy, its provisions should include coverage for claims filed on or after the effective date of this contract. In addition, the period for which claims may be reported should extend for a minimum of 48 months following the termination or expiration of the contract. MONROE COUNTY BOARD OF COUNTY COMMISSIONERS MUST BE NAMED AS ADDITIONAL INSURED. B. Vehicle Liability—include as a minimtttn: • Owned,Non-Owned,and Hired Vehicles The minimum limits acceptable shall be$300,000 Combined Single Limit If split limits are provided, the minimum limits acceptable shall be: $100,000 per Person; S300,000 per Occurrence; and $50,000 Property Damage. MONROE COUNTY BOARD OF COUNTY COMMISSIONERS MUST BE NAMED AS ADDITIONAL INSURED. C. Workers Compensation—limits sufficient to respond to Florida Statute 440. In addition, the Contractor shall obtain Employers' Liability Insurance %kith limits of not less than: $500,000 Bodily Injury by Accident $500,000 Bodily Injury by Disease,policy limits $500,000 Bodily injury by Disease,each employee Coverage shall be provided by a company or companies authorized to transact business in the State of Florida and the company or companies must maintain a minimum rating of A-VI,as assigned by the A.M.Best Company. If the Contractor has been approved by Florida's Department of Labor, as an authorized self-insurer, the County shall recognize and honor the Contractor's status. The Contractor may be required to submit a Letter of Authorization issued by the Department of Labor and Certificate of Insurance, providing details on the Contractor's Excess Insurance Program. If the Contractor participates in a self-insurance fund, a Certificate of Insurance will be required. In addition, the Contractor may be required to submit updated financial statements from the fund upon request from the County. 14. CONTRACTOR'S RESPONSIBILITY The Contractor warrants that it is authorized by law to engage in the performance of the activities encompassed herein, subject to the terms and conditions set forth in these contract documents. Contractor shall at all times exercise independent judgment and shall assume responsibility for the services to be provided. 15, 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 Director,Middle Keys Operations Monroe County Facilities Maintenance 10600 Aviation Blvd. Marathon,FL 33050 AND Monroe County Administrator 1100 Simonton Street Key West,FL 33040 FOR CONTRACTOR OR REPRESENTATIVE AT JOBSITE Raymond P. Smith FOREMAN 4699 110`h Ave.N Clearwater.FL 33762 Notice shall be deemed received when hand delivered,delivered by mail,or when deemed undeliverable by the U.S. Postal Service. 16. CANCELLATION A) In the event that the Contractor shall be found to be negligent in any aspect of installation,stocking,maintenance,repair,or service,the County shall have the right to terminate this agreement after five days written notification to the Contractor. B) This contract may be terminated for convenience by County upon ten(10) days written notice to contractor delivered by hand or certified mail. return receipt requested, of intent to terminate and the date on which such termination becomes effective. Contractor shall cease work as directed.In such case; Contractor shall be paid for all work executed and termination expenses; and expenses incurred prior to termination. No payment shall be made for profit for work,which has not been performed. 17. GOVERNING LAWS,VENUE,INTERPRETATION,COSTS,FEES This Agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to contracts 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 the agreement, the County and Contractor agree that venue shall He in the appropriate court or before the appropriate administrative body in Monroe County, Florida. This Agreement shall not be subject to arbitration. Nlediation 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. 18. RECORDKEEPING Contractor shall maintain all books, records. and documents directly pertinent to performance under this Agreement in accordance with generally accepted accounting principles consistently applied. Each party to this Agreement or their authorized representatives shall have reasonable and timely access to such records of each other party to this Agreement for public records purposes during the term of the Agreement and for four years following the termination of this Agreement. If an auditor employed by the County or Clerk determines that monies paid to Contractor or not paid to County pursuant to this Agreement were spent for purposes not authorized by this Agreement or wrongfully retained by Contractor, the Contractor shall repay the monies together with interest calculated pursuant to Sec. 55.031,FS,running from the date the monies were to have been paid. 19. 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. 20. ATTORISIFY'S FEES AND COSTS The 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,court costs, investigative, and out-of-pocket expenses, as an award against the non-prevailing party, and shall include attorney's fees, court costs, investigative,and out-of-pocket expenses in appellate proceedings. 21, BINDING EFFECT The terms,covenants,conditions,and provisions of this Agreement shall bind and inure to the benefit of the County and Contractor and their respective legal representatives,successors,and assigns. 22. 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 or individual action,as required by law. 23. 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 Bids, and funding solicitations shall be approved by each party prior to submission. 24, ADJUDICATION OF DISPUTES OR DISAGREEMENTS County and Contractor agree that all disputes and disagreements shall be attempted to be resolved by meet and confer sessions between representatives of each of the parties. 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 public meeting of the Board of County Commissioners. If the issue or issues are still not resolved to the satisfaction of the parties, then any party shall have the right to seek such relief or remedy as may be provided by this Agreement or by Florida law. This provision does not negate or waive the provisions of Paragraph 16 concerning cancellation. 25. 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. 26. NONDISCRIMINATION County and Contractor agree 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. County or Contractor agree 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 V1 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 16854686), 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 amcnded (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 t912, ss. S23 and 527 (42 USC ss. 690dd-3 and 290ee-3), as amended, relating to confidentiality of alcohol and drug abuse patent records; 8) Title VI1l 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 the parties to, or the subject matter of, this Agreement. Monroe County Code Ch. 13,Art. Vt,prohibiting discrimination on the basis of race, color, sex, religion; disability; national origin, ancestry, sexual orientation, gender identity or expression, familial status or age. 11) Any other nondiscrimination provisions in any Federal or state statutes which may apply to the parties to,or the subject matter of,this Agreement. 27. COVENANT OF NO INTEREST County and Contractor covenant that neither presently has any interest, and shall not acquire any interest, which would conflict in any manner or degree with its performance under this Agreement, and that only interest of each is to perform and receive benefits as recited in this Agreement. 28. CODE OF FTMCS 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 Statues, 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. 29. NO SOLICITATIONlPAYiNfENT The 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. 30. 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 Statues, 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. 31. NON-WAVER OF IMTNW MTY Notwithstanding the provisions of Sec. 768.28,Florida Statues, the participation of the County and the 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 contract entered into by the County be required to contain any provision for waiver. 32. 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 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. 33. LEGAL OBLIGATIONS AND RESPONSIBILITIES Non-Delegation of Constitutional or Statutory Duties. 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 and participating entity, in which case the performance may be offered in satisfaction of the obligation or responsibility. Farther,this Agreement is not intended to, nor shall it be construed as, authorizing the delegation of the constitutional or statutory duties of the County, except to the extent permitted by the Florida constitution,state statute,and case law. 34, NON-RELIANCE BY NON-PARTIES No person or entity shall be entitled to rely upon the terms,or any of them,of the 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. 35. 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- 36. 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. 37. 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 any of the parties hereto may execute this Agreement by signing any such counterpart. 38. 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. 39. CONTINGENCY STATEMENT Monroe County's performance and obligation to pay under this contract is contingent upon an annual appropriation by the Monroe County Board of County Commissioners. Remainder of page intentionally left blank IN WITNESS WHEREOF, the parties hereto have executed dus 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: DANNY L.KOLHAGE,CLERK OF MONROE COUNTY,FLORIDA By: _..__ By;__..._. Deputy Clerk Mayor;Chairman Date: (SEAL) CONTRACTOR Attest: r Title: fwWtll Title: 1i_.. ry By: _.... ... .. Date: 'I NITSS 40( Title: LA61� a ,�4.N 6 = .yy Cap .._ fiT1F 0. F i Date ata, �- �j I/ the CRY 0 a cr ov9ing to l av,(on roy oath,and under Rpi uaq.alay or,gprurj4.rR'y,depin,.,e aaanaJ aau Crn,,.a. 1. a rmrr i .... f'' :� Ewa the firm of rrn OA:gr g I u;Sid�rr described ra a v, ie Request Eoa priwrp:pa s ........ Puri rkrarR�xecuted t v s rr. [Nd°mmh llofl aartltvwsuRy to�cRcs 2. The paces rn fli,«s Raadfffi,y have bec,,,,nu „rrmrared at Ined.aaperrrrpsarrVy w0th ut ca Hu sIorw, rrr,irSrtld riIon, Corrrma nk"a on or reagr ennaerak frar Hre ytwa•gu¢rs o4 i a.:rWctl ny rr:a•rrepra lifiorn, as W2ry matkar marhng tO;aatict g,rk,.-e aroU4 ,anyeaRRrve IbwdoRw e.x Mli any arrarrrapefilor. 3. BurVrwas atfiermse maa arrar.R 4s'y Iaw, Nfl'adr prices uvuma9 perceNage ofors°uro which Bwszvs',> t:,eeari quoted in Mis M/ffid have nd been y,mwuavurrgly dIsOose,d tmy the respander anc, vvIN rrcr'a knowingilly tw dmula.psegr by Ow r°,,,pond,ras prrpsar to tard/B' rrP cipe nr°rg,drreutlly or pmrrdrr r,r,Qy,to any arAtimn r or W,army r sarrm,6".pWeDr. , No aard.ernpt has twefr made or wI4 be made by the Ot d,iderwrespauinder to induce aaray rtrplry pe"rSoe,to rVurrerrrhip or rowpoirartm+rur W sub mil,rx rr r rsw s7.itrr-0, a CuaiffRd for the p:rrrrrp"nraac•r,uf rr:aabc1 mg m'rnrp ieligmuo-i°u 5. The;,6aatmrmrmra,ur9.0 ac,no awrt are Gru>e<rrwap rxavrr,i.P,and oro,ure MRk,V0 y:uur vVm a @ffw pR g vru tl.a, irrty mrllNa v asgr in Hie t,rwuBh of flh ie,sratements coMaprM&d in Oar,y o4aaarwR ua a a,,' tar a uwr&r.arc,N hrmr tlrry pfoa ea: rrvrra',aaserrory C R" ysllyEID BEFORE tarp.,t a tn'um6r.paa�ngnezl aaRhwrus�t �"ylrR�g�hJ,wa.d..N w yrV""p'IFF Mw, Vier Nut be nwg avrsrvm.Dy me, rWr ne of hrjIvidu a, sgr,,,gnrprifg� affxea .i ftisAher awr,grrakNure cur dx'e Space provided alme on Pfls..,.J day;yf "CRY_ ' _,. saukgY rdrp lf. r^Va gmF@r.maY.bm w�l ad 9ry,q�,rr;r .�R ua vikpTner .. .._, ....i�r>ratu a Rva y a, mwrrqunrerrw0DJ)"822V u^tm2VAR s r)U ,7d�E6 I is Yn.xi Al,'{.,pM f I..",.'sm .y R:r.mrrowrroggartrn yrwrmrcr,u; rr Y" bat 'w;ra�ror¢igy R�rtru^aaarrrp Ri.g'zcrarrwir,r rc DRUG-FREE WORKPLACE FORM -the unafr-rr ieyrmorJ C:;eamtr,ea:i,,aurNr�,N 9eY r sNicruaNa:¢7 nn acaaurdaur�u e with N�Nro-ntda SC ak aP.ua 28 ,0 'a' he e fiy e.eertrfaeels thIr i�r el (hksmuoe of Business) 1a tlmu:, am st,efen ent mQhfryrm'q eempr6,myeees ffmat the ivamlaawaftja mariiurai,tasre, 6strlbufrasrm, ai b u..rr,�w�vpy, p s.a.vm..reawrc m, er US(.' of re rmmumgrrslfm .,ubsta:unnee us parufarRAv.u,'ui the °rrxkpolac& and sprmee40ri the aac6ri ms RIref w0 be taken againsl e#rruiplrrye:eas fiar anhralstbns of sur:fr prrettffaotuermm. .., Ni1 mrrmmm mMnrrpirryes^,s about fhie dangers Of dr�rayy sdMirssu!s tlr¢thsw wce:rulyyaNac ,the ksu.p rrs ;!r s frM.rBy;'3" idf mraaammfvahriurify ,!a dnuug.f7ee work,pl aO)E WY Wa,.aHiabfe drug r,ourrselommig;V rehat;rffteafaean and emp bye ie assistance priiJaynanns, :and this p„enavdfaes that may fern 'tlmrrpvssmaef ul Ceara emwup l,aayee.,aa fof 3 Giaves e lch enq.yrsyr e.evir gage in pTro0Ong the u°,uarsmaa±oaNbOS emr C�Nlt),aro aa�servmcims ti^i<v e, unclear bid s unuyy of the sfrita:,mana irwf specified in suaL a efir,vn(1). 4 In the astweurrerrtmN .grr a.rfiesJ m u saibser;bion Q'f,r niaskufy Lhe emTAoylees thM, as as co na9u kDn cif errkmYti.$ jr, tlfae a�rara'nw�eats�as rar R.ararfrr."rr,f me6 services,that atmuae under bkI,4fine eaumupafsayeeee ve,U abade 0y the Neamrot of tt,ee fsNaafesnemmf and w Hd rxffy'thie emrmpacy�e it utl .ainy r,rmrevk.,fulun el or pbea of guip'y or i wofo conte derrm+, flmm, any "ac4 ahain 0 Ctiapaun tffru,f �Raaxuss SlamRnut e^s) or of any a.rruafrwrll-ur:, s+.ubSt,uarclw. I,aW Of ffu. 0 dei d ,aotGAe s or any shirts, frvi,ra v'uiafeif un a.ccuare nql in ftae work pf aary no rakcl,than hve f`ad e:U,a^,ys rafter Sulich WWorld krma. 5 hmFiirr.ae:s ea ssrnctpsjai on,or ru.apa.dira s fir w)sfac m:roeyr p�tai bcr plaafcm h,a uyr�u g r^tm^ ee rassus+,ante or reahiabalkafaon p n',f.rarn iV su.ru;fu o a an m8flable ra'u the,r.o;rpulOxyee,'s con mlumr0ya or any erraprfa yeeG who so r nrmwe'ict d'9. 6 Make «a ryrxi,d'.1 faint eftm,t ro C:mrmgfrniue No ddmau mfa= n a drug-free, vusrr<,ylaace through Irr plerrlentabo n of lhm ,a more. As It",, pi,e.rsrrtu 10 ',,Jg a hfnu:r Stamhwne:rat, f mrf"rfy hfmaat f,°s fwrmmu a-mvmfuliers 'f€.iffy vMhm ffie s6srwe re earwernesRs, ....... kfinmfmfer, Srgnoefiaue,,n Date aemtm.a ++55 KO empe.I t a �N`��f t r.t(r ii� g. fu rmrrfac Lev y^aliso- e °rafrvt(t[i:.arytaakWNp:ttir.�tiri �,., iro, +kd a+ 2,1,w�9a�V1 a" I usfr b1'ffM NI,14 ua r'Yr'�Io,i�M k,M,.,d�";. ,q w..� �r M kflrBm V� �!r Q�J i ym�„ oaraaarni If:ep��rfines ....�.e�.. ..._ ' 31 f�ritirca4t.aIrnprove aanN