Item C01
BOARD OF COUNTY COMMISSIONERS
AGENDA ITEM SUMMARY
Meeting Date: May 20, 2009
Division: Airports
Bulk Item: Yes ~ No
Department: Florida Keys Marathon Airport
Staff Contact person/Phone: Reggie Paros - 289-6060
AGENDA ITEM WORDING: Approval of Contract with Weathertrol Maintenance Corporation for
the HV AC Equipment Replacement project at the Florida Keys Marathon Airport, in the total amount
of $466,111.00
ITEM BACKGROUND: The attached contract provides for replacement of the HV AC System, Bid
Alternate #1: Contractor shall warranty labor, materials and equipment for a period of five (5) years
from completion of the first year guarantee required in the contract documents, and Bid Alternate #2:
5- Year Maintenance/Service Contract on the entire HV AC system at the Florida Keys Marathon
Airport.
PREVIOUS RELEVANT BOCC ACTION: On April 15, 2009, Board approved Award of Bid to
Weathertrol Maintenance Corporation for the HV AC Equipment Replacement project at the Florida
Keys Marathon Airport, in the amount of $466, Ill.
CONTRACT/AGREEMENT CHANGES: This is a new contract.
STAFF RECOMMENDATIONS: Approval
TOTAL COST: $466,1 11.00 INDIRECT COST: BUDGETED: Yes X No
Marathon Airport Operating
COST TO COUNTY: $466,1 11.00 SOURCE OF FUNDS: Budget - Capital Outlay-Equipment
REVENUE PRODUCING: Yes
No-X
AMOUNTPERMONTH_ Year
APPROVED BY: County Atty YES OMB/Purchasing YES Risk Management YES
DOCUMENTA TION:
Included X
Not Required_
DISPOSITION:
AGENDA ITEM #
MONROE COUNTY BOARD OF COUNTY COMMISSIONERS
CONTRACT SUMMARY
Contract with: Weathertrol Maintenance Contract # -
~ Effective Date: Upon Execution
Expiration Date:
Contract Purpose/Description:
HV AC Equipment Replacement at Marathon Airport, with five (5) year warranty and
five (5) vear maintenance on svstem
Contract Manager: Reggie Paros 6060 Marathon Airport/Stop 15
(Name) (Ext.) (Department/Stop #)
for BOCC meeting on May 20, 2009 Agenda Deadline: May 5, 2009
CONTRACT COSTS
Total Dollar Value of Contract: $ $466,111 Current Year Portion: $ 466,111
Budgeted? YesD No 0 Account Codes: 63501-560640-_-__
Grant: $ ___-__
County Match: $ ___-__
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ADDITIONAL COSTS
Estimated Ongoing Costs: $_/yr For:
(Not included in dollar value above) (eg. maintenance, uti] ities, janitorial, salaries, etc.)
CONTRACT REVIEW
Changes _
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SECTION D
CONTRACT TO
HVAC Equipment Replacement
Florida Keys Marathon Airport
THIS AGREEMENT made and entered into the day of
by and between LV{;/J rJ.i6rtr~t'L (11 A I tV/eN /I tv {-!? Co ~~ Contractor,
and the Monroe County Board of Commissioners, Key West, Florida, Owner.
WITNESSETH:
That the Contractor, for the consideration hereinafter fully set out hereby agrees with
the Owner as follows:
1. That the Contractor, shall furnish all the materials, and perform all of the work in
the manner and form as provided by the following enumerated Instruction to
Bidders, Form of Proposal, General Provisions, Special Provisions, Technical
Specifications, Form of Contract, Form of Bond, Drawings and Addenda, which
are attached hereto and made a part hereof, as if fully contained herein, for the
construction of:
HV AC Equipment Replacement
Florida Keys Marathon Airport
Monroe County, Florida
2. That the Contractor shall commence the work to be performed under this
agreement on a date to be specified in a written order of the Owner and shall
fully complete all work hereunder within sixty (60) calendar days from the Notice-
to-Proceed (Construction) as per Special Provision No.2.
3. The Owner hereby agrees to pay to the Contractor for the faithful performance of
the agreement, subject to additions and deductions as provided in the
specifications or proposal in lawful money of the United States as follows:
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Approximatel~vf-' I-IJ ICO&1'1 .f;iY r'i~' j( Ti-li)~9..-.Jt) CUt7'Hi/I../j)/lU) Dollars
($ 4 (,t?, II (~CJO ) in accordance with lump sum and unit prices set forth in the
proposal.
--~-~--QA-Gf--QefGfe-tt:le-1-5-U=-1-Qa,y-oLeacb-caJe[)daLmoQtb-,-lb.e...se_c.oDd--parly_sb_allmqJ~e
partial payment to the Contractor on the basis of a duly certified and approved
estimate of work performed during the preceding calendar month by the
Contractor, less ten percent (10%) of the amount of such estimate which is to be
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retained by the Owner until all work has been performed strictly in accordance
with this agreement.
5.
Upon submission by the Contractor of evidence satisfactory to the Owner that all
payrolls, material bills and other costs incurred by the Contractor in connection
with the construction of the work have been paid in full, final payment on account
of this agreement shall be made within twenty (20) days after the completion by
the Contractor of all work covered by this agreement and the acceptance of such
work by the Owner.
6.
It is mutually agreed between the parties hereto that time is of the essence in this
contract and in the event the construction of the work is not completed within the
time herein specified, it is agreed that from the compensation otherwise to be
paid to the Contractor, the Owner may retain the amounts described in the
liquidated Damages, Special Provision No.3, per day for each day thereafter,
Sundays and holidays included, that the work remains uncompleted, which sum
shall represent the actual damages which the Owner will have sustained per day
by failure of the Contractor to complete the work within the time stipulated and
this sum is not a penalty being the stipulated damages the Owner will have
sustained in the event of such default by the Contractor.
7.
It is further mutually agreed between the parties hereto that if at any time after
the execution of this agreement and the surety bond hereto attached for its
faithful performance, the Owner shall deem the surety or sureties upon such
bond to be unsatisfactory, or if, for any reason, such bond ceases to be adequate
to cover the performance of the work, the Contractor shall, at its expense within
five (5) days after the receipt of notice from the Owner so to do, furnish an
additional bond or bonds in such form and amount and with such surety or
sureties as shall be satisfactory to the Owner In such event, no further payment
to the Contractor shall be deemed to be due under this agreement until such new
or additional security for the faithful performance of the work shall be furnished in
manner and form satisfactory to the Owner.
8.
MAINTENANCE OF RECORDS: Contractor shall maintain all books, records and
documents directly pertinent to performance under this Agreement in accordance
with generally accepted accounting principals 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 interes_t calculated pursuant to Sec. 55,03, Florida
Statutes, running from the date the monies were paid to Contractor.
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9. The COUNTY and CONTRACTOR shall allow and permit reasonable access to,
and inspection of, all documents, papers, letters or other materials in its
possession or under its control subject to the provisions of Chapter 119, Florida
Statutes, and made or received by the COUNTY and CONTRACTOR in
conjunction with this Agreement; and the COUNTY shall have the right to
unilaterally cancel this Agreement upon violation of this provision by
CONTRACTOR.
10. HOLD HARMLESS AND INSURANCE: CONTRACTOR covenants and agrees to
indemnify and hold harmless Monroe County Board of County Commissioners
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 attorney's fees) which arise out of, in
connection with, or by reason of services provided by CONTRACTOR
occasioned by the negligence, errors, or other wrongful act of omission of
CONTRACTOR, its employees, or agents.
In the event the completion of the project (including the work of others) is delayed
or suspended as a result of the Contractor's failure to purchase or maintain the
required insurance, the Contractor shall indemnify the County from any an all
increased expenses resulting from such delay.
The first ten ($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.
CERTIFICATES OF INSURANCE. Original Certificates of Insurance shall be
provided to the COUNTY at the time of execution of this Agreement and certified
copies provided if requested, Each policy certificate shall be endorsed with a
provision that not less than thirty (30) calendar days' written notice shall be
provided to the COUNTY before any policy or coverage is canceled or restricted.
The underwriter of such insurance shall be qualified to do business in the State
of Florida. If requested by the County Administrator, the insurance coverage shall
be primary insurance with respect to the COUNTY, its officials, employees,
agents and volunteers. Failure of CONTRACTOR to comply with the
requirements of this section shall be cause for immediate termination of this
agreement
11 NON-WAIVER OF IMMUNITY: Notwithstanding the provisions of Sec. 76828,
Florida Statutes, the participation of COUNTY and CONTRACTOR in this
_ __-----.Agreement and the acguisition of any commercial liability insurance coverag~u_
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
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shall any Agreement entered into by the COUNTY be required to contain any
provision for waiver.
12.
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.
13
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 (FILL IN)
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Key West, Florida 33041
FOR CONTRACTOR:
CA r:!LD...5 8cJVZ::rc, Pi2B'i OC:'/Jr
WE.o ,7-' ex:? r40(.. /VIA, tJr.. c;eJ/2,o
1'250 I"~ 4 Ave, ,1vf(AM--( J CL. 3?J'36
14.
GOVERNING LAW, VENUE, INTERPRETATION: This Agreement shall be
governed by and construed in accordance with the laws of the State of Florida
applicable to Agreements made and to be performed entirely in the State. In the
event that any cause of action or administrative proceeding is instituted for the
enforcement or interpretation of this Agreement, the COUNTY and
CONTRACTOR agree that venue will lie in the appropriate court or before the
appropriate administrative body in Monroe COUNTY, Florida,
15
MEDIA TrON 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 shalf be in accordance with the Florida
Rules of Civil Procedure and usual and customary procedures required by the
circuit court of Monroe County.
16.
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
.. .no.Lbe_affe.c.teJL_the.r:.ehy--~o.cL.e_actL[amalojog_Je[m,._c_O.JLe.o_,mt._c_Q_O_dLtto.I1_, ,md,
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
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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.
17.
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
and attorney's fees, in 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 aI/levels of the court system.
18.
ADJUDICATION OF DISPUTES OR DISAGREEMENTS: COUNTY and
CONTRACTOR agree that all disputes and disagreements shall be attempted to
be resolved by meet and confer sessions between representatives of each of
COUNTY and CONTRACTOR If no resolution can be agreed upon within 30
days after the first meet and confer session, the issue or issues shall be
discussed at a public meeting of the Board of County Commissioners. If the
issue or issues are still not resolved to the satisfaction of COUNTY and
CONTRACTOR, then any party shall have the right to seek such relief or remedy
as may be provided by this Agreement or by Florida law
19.
COOPERATION: In the event any administrative or regal 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.
20.
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,
21.
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.
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
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extent to the performance of such functions and duties of such officers, agents,
volunteers, or employees outside the territorial limits of the COUNTY.
23. LEGAL OBLIGATIONS AND RESPONSIBILITIES: This Agreement is not
intended to, nor shall it be construed as, relieving any participating entity from
any obligation or responsibility imposed upon the entity by law except to the
extent of actual and timely performance thereof by any participating entity, in
which case the performance may be offered in satisfaction of the obligation or
responsibility. Further, this Agreement is not intended 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.
24 NON-RELIANCE BY NON-PARTIES: No person or entity shall be entitled to rely
upon the terms, or any of them, of this Agreement to enforce or attempt to
enforce any third-party claim or entitlement to or benefit of any service or
program contemplated hereunder, and the COUNTY and the CONTRACTOR
agree that neither the COUNTY nor the CONTRACTOR or any agent, officer, or
employee of either shall have the authority to inform, counsel, or otherwise
indicate that any particular individual or group of individuals, entity or entities,
have entitlements or benefits under this Agreement separate and apart, inferior
to, or superior to the community in general or for 1I1e purposes contemplated in
this Agreement.
25. 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 persona! liability or accountability by reason of
the execution of this Agreement.
26 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 COUNTY
and CONTRACTOR hereto may execute this Agreement by singing any such
counterpart.
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IN WITNESS WHEREOF the parties hereto have executed this agreement on the day
and date first above written in two (2) counterparts, each of which shall, without proof or
accounting for the other counterpart, be deemed an original contract.
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(Contractor)
(Monroe County Board of Commissioners)
By:
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By:
Title:
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Title:
President*
WITNESS~~
WITNESS:
STATE OF FLORIDA
COUNTY OF +--Lo~d4 ~o.W1} -.t0Mc..
I, the undersIgned authority, a Notary Public in and for said County and State hereby
certify that Cc....aJOfJ.:r. Go'1/q, whose name as ~~dc"rr- of _ Is
signed to the foregoing instrument and who is known to me, acknowledged before me
on this day that being informed of the contents of the within instrument, he, in his
capacity as such, executed the same voluntarily on the date the same bears date.
Given under my l1and and seal this .3 0 day of ~~
,20 oq .
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Notary Public
.~~~-~. Notary Public Stale 01 Flonda
Leonardo J Hernandez
1 ,~My Commiaaion 00821798
">0' f\.d'" Expires 09/1012012
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* Who is authorized by the corporation to execute this contract.
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