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Item C08BOARD OF COUNTY COMMISSIONERS AGENDA ITEM SUMMARY Meeting Date: May _ 21, 2008 Division: Public Works Bulk Item: Yes X No _ Department: Facilities Maintenance Staff Contact Person:John W. Kinii, 292-4431 AGENDA ITEM WORDING: Approval to amend the agreement with Weathertrol Maintenance Corp. for the central air conditioning maintenance and repair for the Lower Keys Facilities. ITEM BACKGROUND: In order to provide continued a/c maintenance and repair for Lower Keys facilities, (a) the contract total amount needs to be increased from $25,000 to $45,000 (there are four more months remaining on the contract and the $25,000 limit has been met); (b) correct address discrepancies; and (3) clarify original contract term. PREVIOUS RELEVANT BOCC ACTION: On July 18, 2007, the BOCC awarded bid and execution of a contract with Weathertrol Maintenance Corp. for central air conditioning maintenance and repair for the Lower Keys. This contract provides for two one-year renewal options and was not to exceed $25,000 unless approved by the BOCC. CONTRACT/AGREEMENT CHANGES: Increase total contract amount from $25,000 to $45,000 to be effective upon approval; .correct location addresses; and clarify original contract term. STAFF RECOMMENDATIONS: Approval TOTAL COST: $45,000 (entire contract) . COST TO COUNTY: Same BUDGETED: Yes X No SOURCE OF FUNDS: Ad Valorem REVENUE PRODUCING: Yes No X AMOUNT PER MONTH Year APPROVED BY: County Atty _ OMB/Purchasing Risk Management DOCUMENTATION: DISPOSITION: Revised 2/05 Included Not Required AGENDA ITEM # M E M O R A N D U M DATE: March 25, 2008 TO: Dent Pierce, Division Director Public Works FROM: John W. King, Sr. Director Lower Keys Operations RE: Agenda Item — Apgllfs;"Z008 BOCC Meeting Approval to Amend Agreement — Weathertrol Maintenance Corp. for central air conditioning maintenance and repair for the Lower Keys On July 18, 2007, the BOCC awarded bid and execution of a contract with Weathertrol Maintenance Corp. for central air conditioning maintenance and repair for the Lower Keys. This contract was not to exceed $25,000 unless approved by the BOCC. In order to provide continued a/c maintenance and repair for Lower Keys facilities, (a) the contract total amount needs to be increased from $25,000 to $45,000 (there are four more months remaining on the contract and the $25,000 limit has been met); (b) correct address discrepancies; and (3) clarify original contract term. I hereby recommend approval to amend the agreement with Weathertrol Maintenance Corp. for the central air conditioning maintenance and repair for the Lower Keys Facilities by increasing the total contract amount from $25,000 to $45,000 to be effective upon approval; .correct location addresses; and clarify original contract term.. JWK/jbw Enclosures MONROE COUNTY BOARD OF COUNTY COMMISSIONERS CONTRACT SUMMARY Contract with: Weathertrol Maintenance Contract # Corp Effective Date: 7/30/07 Expiration Date: 7/29/08 Contract Purpose/Description: Amend contract for central a/c maintenance and repair for the Lower Keys facilities Contract Manager: Jo B. Walters 4549 Facilities Maint / #4 (Name) �1 � I0� (Ext.) (Department/Stop #) 51(a/0S-- for BOCC meeting on 04/ Agenda Deadline: 0 CONTRACT COSTS Total Dollar Value of Contract: $ 45,000 Current Year Portion: $ Budgeted? Yes® No ❑ Account Codes: 001-20501-530-340- Grant: $ 001-20505-530-340- County Match: $ - - ADDITIONAL COSTS Estimated Ongoing Costs: $ /yr For: (Not included in dollar value above) (eg. maintenance, I?pto In Division Director V Risk Manag 4t- ;'01ng O.M.B./Purc 7 -t County Attorney yP Comments: OMB Form Revised 2/27/01 MCP #2 CONTRACT REVIEW lities, janitorial, salaries, etc. Changes Needed Re ie��% Yes❑ No❑ Yes❑ NoD Yes❑ Nov, Yes❑ No[l' L (-6 CUr cotc& 14y Date Out S-/S�Qr CONTRACT AMENDMENT CENTRAL AIR CONDITIONING MAINTENANCE AND REPAIR — LOWER KEYS FACILITIES, MONROE COUNTY, FLORIDA THIS AMENDMENT hereinafter "Amendment" is made and entered into this day of 2008, between MONROE COUNTY (hereinafter "County" or "Owner"), a political subdivision of the State of Florida, whose address is 1100 Simonton Street, Key West F1., 33040 and WEATHERTROL MAINTENANCE CORP. (hereinafter "Contractor"), a Florida Corporation whose address is 7250 NE 41h Ave., Miami, Florida, 33110. WHEREAS, the parties hereto did on July 18, 2007 did enter in to a Central Air Conditioning Repair and Maintenance Agreement (hereinafter "Original Agreement"); and WHEREAS, under the terms of the Original Agreement the total compensation paid to the Contractor for repair and maintenance services was not to exceed $25,000; and WHEREAS, the County's central air conditioning repair and maintenance requirements will surpass the contracts "not to exceed" cap; and and; WHEREAS, the parties have found the Original Agreement to be mutually beneficial WHEREAS, both parties desire to amend the Original Agreement; now therefore IN CONSIDERATION of the mutual promises and covenants set forth below, the parties agree as follows: Paragraph 2, subparagraph F of the Original Agreement is amended to read as follows: "The facilities are located throughout the Lower Keys area. Buildings to be serviced shall include, but shall not be limited to, the following: MONROE COUNTY COURTHOUSE ANNEX, a/k/a JUDGE JEFFERSON B. BROWNE COURTROOM COMPLEX Jackson Square Complex, 502 Whitehead Street, Key West (including 1986 Jail Addition) J. LANCELOT LESTER JUSTICE BUILDING INCLUDING CLERK'S RECORDS STORAGE FACILITY Jackson Square Complex, 530 Whitehead Street, Key West JUVENILE DETENTION 502 Whitehead Street, Key West KEY WEST LIBRARY (MAY HILL RUSSELL LIBRARY) 700 Fleming Street, Key West GATO BUILDING 1100 Simonton Street, Key West HARVEY GOVERNMENT CENTER 1200 Truman Avenue, Key West HARVEY CENTER NUTRITION SITE 1200 Truman Avenue, Key West TAX COLLECTOR/DMV OFFICES 3439 South Roosevelt Boulevard, Key West MONROE COUNTY DETENTION FACILITY 5501 College Road, Key West SHERIFF'S ADMINISTRATION BUILDING 5525 College Road, Key West STOCK ISLAND FIRE STATION 2nd Street and McDonald Avenue, Stock Island BAYSHORE MANOR 5200 College Road, Key West BIG COPPITT FIRE STATION 28 Emerald Drive, Big Coppitt Key SHERIFF'S SUB -STATION US Highway 1, Cudjoe Key FIRE STATION Key Deer Boulevard, Big Pine Key BIG PINE OPERATIONS SHOP Stiglitz Property South Street, Big Pine Key BIG PINE KEY LIBRARY (one-story CBS Building) Big Pine Key Shopping Center, Big Pine Key TAX COLLECTOR/SHERIFF'S OFFICE Big Pine Key Shopping Center, Big Pine Key HOUSE AT OLD MARINER'S RESORT Sands Road at Old Mariner's Resort, Big Pine Key 2. Paragraph 3, subparagraph G of the original Agreement is amended to read as follows: G. "The total contract sum shall not exceed Forty -Five Thousand and no/100 Dollars ($45,000.00) per year; this amount shall not be exceeded without amendment to the contract and approval of the Board of County Commissioners." 3. Paragraph 4 of the Original Agreement is amended to read as follows: 4. TERM OF AGREEMENT This Agreement shall commence on July 30, 2007 and terminates on July 29, 2008, unless terminated earlier under paragraph 18 of this agreement. "The COUNTY shall have the option to renew this Agreement for up to an additional two (2) one year periods at terms and conditions mutually agreeable to the parties, exercisable upon written notice given at least 30 days prior to the end of the initial term. Unless the context clearly indicates otherwise, references to the "term" of this Agreement shall mean the initial term of one (1) year." The contract amount shall be adjusted annually in accordance with the percentage change in the U.S. Department of Commerce Consumer Price Index (CPI-U) for all Urban Consumers as reported by the U.S. Bureau of Labor Statistics and shall be based upon the CPI-U computation at December 31 of the previous year. 4. In all other respects, the original agreement dated July 18, 2007 remains in full force and effect. IN WITNESS WHEREOF, the parties have hereunto set their hands and seal, the day and year first written above. (SEAL) ATTEST: DANNY L. KOLHAGE, CLERK I3 Deputy Clerk Date Date ")V -/ V—v�' This 09cument wa prep red and 171"', Ll� Pedro J. Merca , E Assista ty Attorney Florida Bar No.: 0084050 P.O. Box 1026 Key West, FL 33041-1026 (305) 292-3470 BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA C Mayor Charles "Sonny" McCoy WEA ERTROL MAINTENANCE CORP. By Title d as to form by: CENTRAL AIR CONDITIONING MAINTENANCE AND REPAIR LOWER KEYS FACILITIES, MONROE COUNTY, FLORIDA COPY AGREEMENT FOR CENTRAL AIR CONDMONING MAINTENANCE AND REPAIR LOWER KEYS FACILITIES MONROE COUNTY, FLORIDA This Agreement is made and entered into this / rd day of . 7 , 2007, between MONROE COUNTY, FLORIDA ("COUNTY"), a pol ica bdivision of the State of Florida, whose address is l 100 Simonton Street, Key West, Florida 33040, and WEATHERTROL MAINTENANCE CORP. ("CONTRACTOR'), a Florida corporation, whose address is 7250 NE 4t' Avenue, Miami, Florida 33130. WHEREAS, COUNTY desires to provide central air conditioning maintenance and repair services to COUNTY Lower Keys Facilities;: and WHEREAS, CONTRACTOR desires and is able to provide central air conditioning maintenance and repair services to COUNTY Lower Keys Facilities; and WHEREAS, it serves a legitimate public purpose for CONTRACTOR. to provide central air conditioning maintenance and repair services to COUNTY Lower Keys Facilities, 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 and its exhibits only. 2. SCOPE OF THE WORK A. Routine repairs and maintenance of all county maintained central air conditioning units in the Lower Keys area. B. Emergency repairs of all county maintained central air conditioning units in the Lower Keys area. The CONTRACTOR shall be available 24 hours per day, 365 days per year. The CONTRACTOR shall be at the site of an air conditioning malfunction within three (3) hours of verbal or written notification by the COUNTY. The CONTRACTOR shall provide an after hours contact person and phone number. The COUNTY, upon award of the contract, shall provide a contact person and phone number for building and equipment access. C. The CONTRACTOR shall have access to a supply of all parts and controls normally necessary for the emergency repairs of all county maintained Agreement 1 May 2007 CENTRAL AIR CONDITIONING MAINTENANCE AND REPAIR LOWER KEYS FACILITIES, MONROE COUNTY, FLORIDA central air conditioning units so that such emergency repairs will be completed within 48 hours of notification by the COUNTY. D. The COUNTY shall reimburse the CONTRACTOR for the Manufacturer's invoice cost of all parts and materials, plus percentage indicated in section 4 of the bid form, that are used in the repair of all county maintained central air conditioning units. Manufacturer's invoice must accompany all requests for payment for any part which exceeds $500.00, and may be requested for any part regardless of the cost at the discretion of the Senior Director of Public Facilities Maintenance, or his designee. All parts and materials shall he of equal or greater quality as compared to existing parts and materials in use. On all orders that require shipping or transportation of parts or materials whether the part is under warranty or not, freight invoices exceeding $500 must accompany requests for payment. Freight invoices may be requested for any freight charge, regardless of the cost, at the discretion of the Senior Director, Public Facilities Maintenance, or his designee. E. In the event of a major component failure or system breakdown, the COUNTY, when deemed as an emergency situation, shall have the option to request from the CONTRACTOR a proposal/quote for replacement equipment in an amount that could exceed Five Thousand Dollars ($5,000). Any proposal over $5,000 must be approved and signed by the Division Director and/or the County Administrator. F. The facilities are located throughout the Lower Keys area. Buildings to be serviced shall include, but shall not be limited to, the following: JUDGE JEFFERSON B. BROWNE COURTROOM COMPLEX Jackson Square Complex, 500 Whitehead Street, Key West MONROE COUNTY COURTHOUSE ANNEX Jackson Square Complex, 510 Whitehead Street, Key West (including 1486 Jail Addition) J. LANCELOT LESTER JUSTICE BUILDING INCLUDING CLERK'S RECORDS STORAGE FACILITY Jackson Square Complex, 530 Whitehead Street, Key West JUVENILE DETENTION 500 Whitehead Street, Key West KEY WEST LIBRARY (MAY HILL RUSSELL LIBRARY) 700 Fleming Street, Key West Agreement 2 May 2007 CENTRAL. AIR CONDITIONING MAINTENANCE AND REPAIR LOWER KEYS FACILITIES, MONROE COUNTY, FLORIDA GATO BUILDING 1100 Simonton Street, Key West HARVEY GOVERNMENT CENTER 1200 Truman Avenue, Key West HARVEY CENTER NUTRITION SITE 1200 Truman Avenue, Key West TAX COLLECTOR/DMV OFFICES 3439 South Roosevelt Boulevard, Key West MONROE COUNTY DETENTION FACILITY 5501 College Road, Key West SHERIFF'S ADMINISTRATION BUILDING 5525 College Road, Key West STOCK ISLAND FIRE STATION 2nd Street and McDonald Avenue, Stock Island BAYSHORE MANOR 5200 College Road, Key West BIG COPPITT FIRE STATION 28 Emerald Drive, Big Coppitt Key SHERIFF'S SUB -STATION US Highway 1, Cudjoe Key FIRE STATION Key Deer Boulevard, Big Pine Key BIG PINE OPERATIONS SHOP Stiglitz Property South Street, Big Pine Key BIG PINE KEY LIBRARY (one-story CBS Building) Big Pine Key Shopping Center, Big Pine Key TAX COLLECTOR/SHERIFF'S OFFICE Big Pine Key Shopping Center, Big Pine Key HOUSE AT OLD MARINER'S RESORT Sands Road at Old Mariner's Resort, Big Pine Key Agreement 3 May 2007 CENTRAL AIR CONDITIONING MAINTENANCE AND REPAIR LOWER KEYS FACILITIES, MONROE COUNTY, FLORIDA 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. B. 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 invoice by CONTRACTOR. C. CONTRACTOR shall submit to COUNTY invoices with supporting documentation acceptable to the Clerk, on a monthly schedule in arrears. Acceptability to the Clerk is based on generally accepted accounting principles and such laws, rules and regulations as may govern the Clerk's disbursal of funds. D. The actual cost of parts and materials purchased from the manufacturer plus 20% to fulfill the obligations of the Contract. A manufacturer's invoice must accompany all requests for payment for any part which exceeds $500.00, and may be requested at the discretion of the Senior Director, Public Facilities Maintenance, or his designee, for any part, regardless of the cost. Freight invoices over $500.00 must accompany all orders that require shipping or transportation of parts whether the part is under warranty or not, and may be requested at the discretion of the Senior Director, Public Facilities Maintenance, or his designee, for any freight charge, regardless of the cost associated (see 2.E.). E. The cost of labor used by the contractor to fulfill the obligation of the Contract. The labor costs will be calculated using the unit prices set forth in the Contractor's bid as follows: Labor — Normal working hours of 8:00 a.m. to 5:00 p.m. Monday through Friday, excluding holidays: $ 89.50 per hour, mechanic $ 169.50 per hour, mechanic plus helper Overtime rate for hours other than the normal working hours as stated above, including holidays: $ 13425 per hour, mechanic $ 354.25 per hour, mechanic plus helper Such costs must be documented for each repair and/or maintenance job and included with all Applications for Payment. Agreement 4 May 2007 CENTRAL AIR CONDITIONING MAINTENANCE AND REPAIR LOWER KEYS FACILITIES, MONROE COUNTY, FLORIDA F. Freon for recharging systems: R-22 $8.00 per pound R-12 $60.00 per pound R-11 $70.00 per pound 134 A $18 00 _ per pound 408 A $35.90 per pound 404 A $25.00 per pound 123 $22.20 per pound Materials: Supplies and Replacement Parts: Manufacturer's Invoice plus 20%. Freon evacuation and disposal shall be a part of the Contractor's rate, and shall not be billed as an additional item. The Contractor shaft submit with all Invoices the Application for Payment form attached G. Total Compensation to CONTRACTOR under this Agreement shall not exceed TWENTY-FIVE THOUSAND AND NO/100 DOLLARS ($25,000.00) unless pre -approved emergency work requiring additional funds is implemented. H. Expenses for travel, lodging, per diem and other authorized expenses shall be paid pursuant to Florida Statute 112.061 and Monroe County Ordinance. 4. TERM OF AGREEMENT This Agreement shall commence on July 30, 2007, and ends upon July 29, 2008, unless terminated earlier under paragraph 18 of this Agreement. The COUNTY shall have the option to renew this Agreement for up to an additional two (2) one year periods at terms and conditions mutually agreeable to the parties, exercisable upon written notice given at least 30 days prior to the end of the initial term. Unless the context clearly indicates otherwise, references to the "term" of this Agreement shall mean the initial term of two (2) years. The Contract amount shall be adjusted annually in accordance with the percentage change in the U.S. Department of Commerce Consumer Price Index (CPC-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. Agreement 5 May 2007 CENTRAL AIR CONDITIONING MAINTENANCE AND REPAIR LOWER KEYS FACILITIES, MONROE COUNTY, FLORIDA 5, ACCEPTANCE OF CONDITIONS BY CONTRACTOR CONTRACTOR has, and shall maintain throughout the term of this Agreement, appropriate licenses. Proof of such licenses shall be submitted to the COUNTY upon execution of this Agreement. 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 consistently applied. Each party to this Agreement or their authorized representatives shall have reasonable and timely access to such records of each other party to this Agreement for public records purposes during the term of the Agreement and for four years following the termination of this Agreement. If an auditor employed by the COUNTY or Clerk determines that monies paid to CONTRACTOR pursuant to this Agreement were spent for purposes not authorized by this Agreement, the CONTRACTOR shall repay the monies together with interest calculated pursuant to Sec. 55.03, FS, running from the date the monies were paid to CONTRACTOR. 7. PUBLIC ACCESS The COUNTY and CONTRACTOR shall allow and permit reasonable access to, and inspection of, all documents, papers, letters or other materials in its possession or under its control subject to the provisions of Chapter 119, Florida Statutes, and made or received by the COUNTY and CONTRACTOR in conjunction with this Agreement; and the COUNTY shall have the right to unilaterally cancel this Agreement upon violation of this provision by CONTRACTOR 8. HOLD HARMLESS AND INSURANCE 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. The extent of liability is in no way limited to, reduced, or lessened by the insurance requirements contained elsewhere within this agreement. Failure of CONTRACTOR to comply with the requirements of this section shall be cause for immediate termination of this agreement. Prior to execution of this agreement, CONTRACTOR shall furnish the COUNTY Certificates of Insurance indicating the minimum coverage limitations in the following amounts: Agreement 6 May 2007 CENTRAL AIR CONDITIONING MAINTENANCE AND REPAIR LOWER KEYS FACILITIES, MONROE COUNTY, FLORIDA WORKERS COMPENSATION AND EMPLOYER'S LIABILTTY INSURANCE. Where applicable, coverage to apply for all employees at a minimum statutory limits as required by Florida Law. 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. 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. In addition, the Contractor shall obtain Employers' Liability Insurance with limits of not less than $100,000 Bodily Injury by Accident, $500,000 Bodily Injury by Disease, policy limits, $100,000 Bodily Injury by Disease, each employee All coverages shall be provided. 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. 9. NON -WAIVER OF INLMIJNITY Notwithstanding the provisions of Sec. 286.28, 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 and not an employee of the Board of COUNTY Commissioners of Monroe COUNTY. No statement contained in this agreement shall be construed so as to find CONTRACTOR or any of his employees, subs, servants, or agents to be employees of the Board of COUNTY Commissioners of Monroe COUNTY. Agreement _ 7 May 2007 CENTRAL AiR CONDITIONING MAINTENANCE AND REPAIR LOWER KEYS FACILITIES, MONROE COUNTY, FLORIDA 11. NONDISC _ ATION 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 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 Vlll 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 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 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 LKCENSE REOUIREMMENTS 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, Agreement a May 2007 CENTRAL AIR CONDITIONING MAINTENANCE AND REPAIR LOWER KEYS FACILITIES, MONROE COUNTY, FLORIDA ordinances, rules and regulations shall constitute a material breach of this agreement and shall entitle the Board to terminate this Agreement. CONTRACTOR shall possess proper licenses to perform work in accordance with these specifications throughout the term of this Agreement. 14. DLSCLOSURE AND CONFLICT OF INTEREST CONTRACTOR represents that it, its directors, principles and employees, presently have no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of services required by this contract, as provided in Sect. 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. Upon execution of this contract, and thereafter as changes may require, the CONTRACTOR shall notify the COUNTY of any financial interest it may have in any and all programs in Monroe County which the CONTRACTOR sponsors, endorses, recommends, supervises, or requires for counseling, assistance, evaluation, or treatment. This provision shall apply whether or not such program is required by statute, as a condition of probation, or is provided on a voluntary basis. 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. Agreement 9 May 2007 CENTRAL AIR CONDITIONING MAINTENANCE AND REPAIR LOWER KEYS FACILITIES, MONROE COUNTY, FLORIDA 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 Weathertrol Maintenance orp. Public Facilities Maintenance Attention: f vzovi O G= Z 3583 South Roosevelt Boulevard 7250 NE 4'h Avenue Key West, Fl. 33040 Miami, Florida 33138 17. TAXES COUNTY is exempt from payment of Florida State Sales and Use taxes. CONTRACTOR shall not be exempted by virtue of the COUNTY'S exemption from paying sales tax to its suppliers for materials used to fulfill its obligations under this contract, nor is CONTRACTOR authorized to use the COUNTY'S Tax Exemption Number in securing such materials. CONTRACTOR shall be responsible for any and all taxes, or payments of withholding, related to services rendered under this agreement. 18. TERMINATION A. The COUNTY may terminate this Agreement with or without cause prior to the beginning of the manufacture of the furnishings. 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. Agreement 10 May 2007 CENTRAL AIR CONDITIONING MAINTENANCE AND REPAIR LOWER KEYS FACILITIES, MONROE COUNTY, FLORIDA 20. MEDIATION The COUNTY and CONTRACTOR agree that, in the event of conflicting interpretations of the terms or a term of this Agreement by or between any of them the issue shall be submitted to mediation prior to the institution of any other administrative or legal proceeding. Mediation proceedings initiated and conducted pursuant to this Agreement shall be in accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the circuit court of Monroe County. 21. SEYERABILITY If any term, covenant, condition or provision of this Agreement (or the application thereof to any circumstance or person) shall be declared invalid or unenforceable to any extent by a court of competent jurisdiction, the remaining terms, covenants, conditions and provisions of this Agreement, shall not be affected thereby; and each remaining term, covenant, condition and provision of this Agreement shall be valid and shall be enforceable to the fullest extent permitted by law unless the enforcement of the remaining terms, covenants, conditions and provisions of this Agreement would prevent the accomplishment of the original intent of this Agreement. The COUNTY and CONTRACTOR agree to reform the Agreement to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. 22. ATTORNEYS FEES AND COSTS COUNTY and CONTRACTOR agree that in the event any cause of action or administrative proceeding is initiated or defended by any party relative to the enforcement or interpretation of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees 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 all levels of the court system. 23. ADJUDICATION OF DISPUTES OR DISAGREEMENTS COUNTY and CONTRACTOR agree that all disputes and disagreements shall be attempted to be resolved by meet and confer sessions between representatives of 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 COU"NTY 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 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 Agreement 11 May 2007 CENTRAL AIR CONDITIONING MAINTENANCE AND REPAIR LOWER KEYS FACILITIES, MONROE COUNTY, FLORIDA patty, in all proceedings, hearings, processes, meetings, and other activities related to the substance of this Agreement or provision of the services under this Agreement. COLNTY 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 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. Agreement 12 May 2007 CENTRAL AIR CONDITIONING MAINTENANCE AND REPAIR LOWER KEYS FACILITIES, MONROE COUNTY, FLORIDA 30. NON -RELIANCE BY NON-PARTIES No person or entity shall be entitled to rely upon the terms, or any of them, of this Agreement to enforce or attempt to enforce any third -party claim or entitlement to or benefit of any service or program contemplated hereunder, and the COUNTY and the CONTRACTOR agree that neither the COUNTY nor the CONTRACTOR or any agent, officer, or employee of either shall have the authority to inform, counsel, or otherwise indicate that any particular individual or group of individuals, entity or entities, have entitlements or benefits under this Agreement separate and apart, inferior to, or superior to the community in general or for the purposes contemplated in this Agreement. 3 L 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 COUNTY and CONTRACTOR hereto may execute this Agreement by singing any such counterpart. 34. SECTION HEADIN,(,F. S 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. Agreement 13 May 2007 C � r r } rY M W —JI CENTRAL AIR CONDITIONING MAINTENANCE AND REPAIR LOWER KEYS FACILITIES, MONROE COUNTY, FLORIDA 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) Attest,:-, NNY L. OLHAGE, CLERK By, i IerkJUL 18 2007 itnesses for CONTRACTOR: J Signatur ;k- 711 to Signs re Zt+ 7 Date BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, F O[DA By: Mayor Mari Dy,� 11-8- 2007 n�tA- JUULL Sianature of t8on authorized to 2 Date 6 / Z—T 107 Print Name Address: 7 Xb NC-= 4 Ayr K(A-IA( . F 331-?f Telephone Number ♦• L� 4- MONROE COUNTY ATTO EY coo PROVED AS O F � � NATILEENE W. CASSEL y Q a ASSISTANT OUNTY ATTORNEY E Date Agreement 14 May 2007 CENTRAL AIR CONDITIONING MAINTENANCE AND REPAIR LOWER KEYS FACILITIES, MONROE COUNTY, FLORIDA APPLICATION FOR PAYMENT DETAILS DATE: ARRIVAL TIME: DEPARTURE TIME: LOCATION: PARTS AND MATERIALS COSTS * ITEM DESCRIPTION UNIT PRICE QUANTITY SUB -TOTAL 5 PARTS & MATERIALS SUB -TOTAL % INCREASE PARTS & MATERIALS TOTAL FREON COSTS LBS OF PER POUND FREON TOTAL LABOR AND EQUIPMENT COSTS HOURS LABOR & EQUIPMENT TOTAL TOTAL DESCRIPTION OF WORK Date Authorized Signature / Titte Contractor must provide a copy of the Manufacturer's invoice for parts over $500.00, and may be required to provide Manufacturers Invoice for all parts provided. Contractor must provide copy of freight invoice for transportation/shipping costs over $500.00, and may be required to provide an invoice for any freight charge, regardless of the cost. Agreement 15 May 2007