Item C13BOARD 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. King, 292-4431
AGENDA ITEM WORDING: Approval to award bid and execute a contract with. U. S. Water
Services Corporation for operation and maintenance of the wastewater treatment plant at the Roth
Building, Tavernier, Florida.
i
ITEM BACKGROUND: Bids were opened April 29, 2008, two bids were received and U. S. Water
Services was the low bidder.
PREVIOUS RELEVANT BOCC ACTION: None
CONTRACT/AGREEMENT CHANGES: New Agreement
STAFF RECOMMENDATIONS: Approval.
TOTAL COST: $8,407.00/annual-operation/maintenance BUDGETED: Yes N/A No _
Repairs: Regular Hours $75.00; OT $112.50
Handling Fee: Cost + 25%; Sludge Removal Cost + 25%
COST TO COUNTY: same SOURCE OF FUNDS: ad valorem
REVENUE PRODUCING: Yes No X AMOUNT PER MONTH Year
APPROVED BY: County Atty _ OMB/Purchasing Risk Management _
DOCUMENTATION: Included X Not Required
DISPOSITION: AGENDA ITEM #
Revised 2/05
M E M O R A N D U M
DATE: April 29, 2008
TO: Dent Pierce, Division Director
Public Works
FROM: John W. King, Sr. Director
Lower Keys Operations
RE: Agenda Item — May 21, 2008 BOCC Meeting
Award Bid and Execute a Contract with U.S. Water Services
Corporation — Operation and Maintenance of the Wastewater
Treatment Plant — Roth Building
Bids were submitted on April 29, 2008, with two respondents: Synagro South, LLC at
$2,081/month, for $24,972 annually, plus repairs; and U. S. Water Services Corp. at
$700.56/month, for $8,407 annually, plus repairs.
I hereby request approval to award bid and execute a contract with U. S. Water Services
Corporation for the operation and maintenance of the wastewater treatment plant at the Roth
Building.
JWK/jbw
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MONROE COUNTY BOARD OF COUNTY COMMISSIONERS
CONTRACT SUMMARY
Contract with: U S. Water Services
Contract #
Effective Date:
06/01/08
Expiration Date:
05/31/09
Contract Purpose/Description:
Operation and Maintenance of the Wastewater Treatment Plant at the Roth Building
Contract Manager: Jo B. Walters
4549
Faclities Maint/Stop #4
(Name)
(Ext.)
(Department/Stop #)
for BOCC meeting on 05/21/08
Agenda Deadline: 05/06/08
CONTRACT COSTS
Total Dollar Value of Contract: $ 19,000 Current Year Portion: $ 2,802.24 +
Budgeted? Yes®
Grant: $ N/A
County Match: $
approx repairs
No ❑ Account Codes: 001-20505-530-340-
N/A
ADDITIONAL COSTS
Estimated Ongoing Costs: $ /yr For:
(Not included in dollar value above) (eg. maintenance.
CONTRACT REVIEW
Changes
ate InQ` Needed r
Division Director C-T� ° Yes[ —]No❑
Risk Manag qnen<��fj� Yes[:] Noo/ z
�J g ❑ No z 1 `OL
O.MU-.B./Purch in � �� Yes
T"'��
County Attorney Yes❑ NoE j � ao 1 t, Cp
I Comments:
OMB Form Revised 2/27/01 MCP #2
etc.
Date Out
0
t113)bg
OPERATION AND MAINTENANCE WASTEWATER TREATMENT PLANT — ROTH BUILDING,
TAVERNIER, MONROE COUNTY, FLORIDA
AGREEMENT FOR OPERATION AND MAINTENANCE
WASTEWATER TREATMENT PLANT — ROTH BUILDING
This Agreement is made and entered into this day of , 2008,
between MONROE COUNTY, FLORIDA ("COUNTY"), a political subdivision of the
State of Florida, whose address is 1100 Simonton Street, Key West, Florida 33040, and
U. S. WATER SERVICES CORPORATION ("CONTRACTOR"), a Florida
corporation, whose address is 4939 Cross Bayou Boulevard, New Port Richey, FL
34652.
WHEREAS, COUNTY desires to provide operation and maintenance of
wastewater treatment plant for the ROTH BUILDING, Monroe County, and
WHEREAS, CONTRACTOR desires and is able to provide operation and
maintenance of wastewater treatment plant for the ROTH BUILDING, Monroe County;
and
WHEREAS, it serves a legitimate public purpose for CONTRACTOR to provide
operation and maintenance of wastewater treatment plant for the ROTH BUILDING
Monroe County, now therefore,
IN CONSH)ERATION 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. The Contractor's services shall include all DEP requirements stipulated in
the Operating Permit (attached as Exhibit A) in order to operate the
facility efficiently and reliably, and to maintain the facility according to
the Permit. The Contractor shall invoice the County for the operation and
maintenance services on a monthly basis, in arrears, at the fee schedule
rate.
i. Comply with all conditions specified within the current Permit
for this facility.
ii. Comply with all DEP rules, Florida Statutes, and county and
local regulations pertaining to the operation and maintenance of
Agreement 1 January 2008
OPERATION AND MAINTENANCE WASTEWATER TREATMENT PLANT — ROTH BUILDING,
TAVERNIER, MONROE COUNTY, FLORIDA
wastewater facilities, systems of treatment and control, and
related appurtenances.
iii. Notify the County Facilities Maintenance Department, by written
notice, of changes in DEP rules, Florida Statues, county and local
regulations, as they apply to plant permitting or operations.
iv. Become familiar with all Permit requirements, DEP rules,
Florida Statutes, and county and local regulations which affect
the above referenced wastewater facility. In addition, the
contractor shall advise and make recommendation to the County
on matter concerning the operation of the facility, and shall
provide written notification to the County of any and all
deficiencies encountered that may result in a non-compliance
operating violation. This notification shall include the
observation of the deficiencies, recommended corrections, and
cost estimates. Said notification shall be delivered to the
Facilities Maintenance Director for review and approval. In the
event that the County shall receive a notice on non-compliance
or of potential violation, written notice shall be given the
contractor.
V. Provide, and maintain on site, records as required by the Permit
conditions. The Contractor shall submit supplemental copies of
record documents and monthly operation reports (MOR) to the
Facilities Maintenance Director.
vi. Inspect and maintain the facility's equipment, practices, and
operation regulated or required by the Permit conditions.
vii. Perform all other routine operation and maintenance tasks for the
facility as part of the monthly service and included in the
monthly fee such as, but not limited to, the following:
a. Operate the wastewater facility according to the
manufacturer's specifications and pursuant to the Federal,
State, County, and local regulatory rules with particular
attention to Florida Laws, Chapter 403 and the Florida
Administrative Codes, 62-600, 62-604, 62-610, 62-611,
62-640, F.A.C., and other applicable sections;
b. Inspect and lubricate all equipment which requires
lubrication in accordance with the manufacturer's
specification and recommendations
c. Supply, monitor, and record chlorine feed and effluent
residuals regularly. Chlorine costs shall be included in the
monthly operation and maintenance fee.
Agreement 2 January 2008
OPERATION AND MAINTENANCE WASTEWATER TREATMENT PLANT — ROTH BUILDING,
TAVERNIER, MONROE COUNTY, FLORIDA
d. Replace motor/blower belts when required (labor and parts
furnished by the Contractor);
e. Clean blower filters on a regular basis;
f. Repair minor electrical and plumbing problems at the
contractors cost of $500.00 and below;
g. Perform minor repairs of pump station equipment and
controls at the contractors cost of $500.00 and below;
h. Maintain proper adjustment of all apparatus controls;
i. Maintain all painted surfaces;
j. Record the daily flow in gallons per day;
k. Record the Ph of effluent;
1. Daily maintain air to all required components of the
treatment plant. The contractor shall individually check
and clean all air diffusers and skimmers as required, then
adjust aeration as required to maintain plant balance;
in. Check sludge return;
n. Transfer sludge as required to various plant components
and concentrate into the digester as necessary to maintain
plant operating efficiency;
o. Mechanically check standby equipment weekly;
p. Clean and hose down plant regularly to maintain good
housekeeping of the facility, and remove all unsightly
debris and materials from facility area on a regular basis;
q. Provide all digester sludge removal services: Maximum of
four removals annually, when required. Any additional
removals require the County's prior written approval; the
contractor shall notify the Facilities Maintenance
Department when such additional removals are anticipated.
The cost breakdown for any removals beyond the four cited
above shall consist of the disposal cost to the contractor
plus 25% handling charge. The Contractor shall be solely
responsible for all sludge removal services and any
required testing. The Contractor shall submit to the
Facilities Maintenance department a copy of the landfill
inbound charge ticket(s) after every sludge removal
service; and
viii. Provide for emergency standby pumping services for the
facility (inclusive of all necessary equipment, materials, and
Agreement 3 January 2008
OPERATION AND MAINTENANCE WASTEWATER TREATMENT PLANT — ROTH BUILDING,
TAVERNIER, MONROE COUNTY, FLORIDA
labor) in the event that an unusual occurrence makes it
necessary to immediately pump out a plant to prevent untreated
wastewater from improperly escaping into the environment.
The Contractor shall perform this function to the best of the
Contractor's ability considering the circumstances surrounding
the unusual occurrence, and such occurrences shall qualify this
as an emergency service.
ix. Provide sampling, testing, results, and monitoring of any
substances or parameters at any locations reasonably necessary
to assure compliance with the Permit conditions or DEP rules.
X. Protect the County from any condition which may result in
non-compliance with DEP rules, Florida Statutes, or county or
local regulations to the best extent possible. Inform the County
immediately and in writing at once upon recognition of a
potential problem.
xi. Maintain a copy of the current Operating Permit on site.
xii. Maintain monitoring and record keeping as required by the
Permit conditions, DEP rules, county and local regulations.
B. REPAIRS
The Contractor shall make all repairs as necessary to assure that the
facility is operating efficiently, reliably, and in accordance with all
requirements of the DEP and the DEP Operating Permit. When the
Contractor deems a repair to be necessary, and over $500.00, the
Contractor shall prepare a detailed cost estimate based on the fee schedule
rates stipulated in the contract for labor, actual cost of parts needed to
make the repairs, plus the handling charge as indicated in the contract.
The Contractor shall initiate the approved repairs within 48 hours of said
approval. Upon completion of the repairs, the Contractor shall document
the work performed as is required by the DEP Operating Permit and other
on -site service logs.
In any month in which the total for Repairs (as defined above) does not
exceed $500.00, the Contractor will not invoice said amount to County
and will be responsible for said amount.
In any month in which (a Repair) Repairs (as defined above) exceed
$500.00, the Contractor will invoice and the County will pay the full
amount stated on the invoice.
C. EMERGENCY SERVICE
The County shall contact the Contractor immediately when an emergency
call is needed. The Contractor shall also notify the County immediately in
Agreement 4 January zuuu
OPERATION AND MAINTENANCE WASTEWATER TREATMENT PLANT — ROTH BUILDING,
TAVERNIER, MONROE COUNTY, FLORIDA
the event of a facility emergency. The Contractor and the County shall
make entries into a log, which shall include; the date and time the problem
was discovered, a description of the problem, the date and time the
contractor was notified, the date and time the contractor arrived at the
facility, the date and time the Contractor departed, and a summary of the
steps taken to rectify the problem. The Contractor shall respond to all
emergency calls which occur during normal working hours and holidays
and weekends within three hours of notification by the County (see
Section 2.05 Exceptions). The Contractor and the County shall
simultaneously log the time the County contracted the contractor for an
emergency service documentation of the above time requirements. The
Contractor shall invoice the County for after -hour, weekend and holiday
emergencies based on the applicable hourly rate indicated in the contract,
the actual costs of any parts used to rectify the problem, plus the
applicable percentage as stipulated in the contract.
D. ADDITIONAL SERVICES
When requested by the County, the Contractor shall advise and
recommend, in writing to the County, any needed improvements, and shall
invoice the County at the fee schedule rates for labor as specified in the
contract.
E. EXCEPTIONS
All of the above described tasks or requirements shall be considered
routine duties of the contractor except:
i. Repairs which are over the $500.00 limit, as defined in Section 2.13.
REPAIRS, shall be based on the fee schedule rates for labor for
"Emergency Service Calls (Monday — Friday after normal working
hours)" outlined in the contract.
ii. The Contractor shall not be held responsible for the inability to
perform due to factors beyond the Contractor's control.
3. CONTRACT AMOUNT
The County shall pay to the Contractor for the faithful performance of the Contract, in
lawful money of the United States, as follows:
1) Monthly Operation and Maintenance Services
(as outlined in the contract specifications) $ 700.56 per month
$8,407.00 per year
2) Repairs - beyond the $500.00 limit (routine, prior
approval required). Normal working hours of
8:00 a.m. to 5:00 p.m. Monday through Friday,
Agreement 5 January 2008
OPERATION AND MAINTENANCE WASTEWATER TREATMENT PLANT — ROTH BUILDING,
TAVERNIER, MONROE COUNTY, FLORIDA
excluding holidays $ 75.00 per hour
3) Emergency service call. Overtime rate for
hours other than normal hours as stated above,
including weekends and holidays. $112.50 per hour
4) Handling fee for parts required for operation, maintenance,
Repairs and emergency services. Cost + 25 %
5) Sludge removal (beyond four per year required as
Regular maintenance) Cost + 25 %
Note: There are no additional costs for travel, mileage, meals, or lodging.
The Contractor's request for payment must itemize each of the costs stated above.
4. 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. In any month in which the total for Repairs (as defined above) does not
exceed $500.00, the Contractor will not invoice said amount to County and
will be responsible for said amount.
In any month in which Repairs (as defined above) exceed $500.00, the
Contractor will invoice and the County will pay the full amount stated on the
invoice."
5. TERM OF AGREEMENT
This Agreement shall commence on June 1, 2008, and ends upon May 31, 2009, 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.
Agreement 6 January 2008
OPERATION AND MAINTENANCE WASTEWATER TREATMENT PLANT — ROTH BUILDING,
TAVERNIER, MONROE COUNTY, FLORIDA
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..
5. ACCEPTANCE OF CONDITIONS BY CONTRACTOR
CONTRACTOR has, and shall maintain throughout the term of this Agreement,
appropriate licenses. Proof of such licenses and approvals shall be submitted to the
COUNTY upon request.
6. FINANCIAL RECORDS OF CONTRACTOR
CONTRACTOR shall maintain all books, records, and documents directly pertinent to
performance under this Agreement in accordance with generally accepted accounting
principles 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.
Agreement 7 January 20U8
OPERATION AND MAINTENANCE WASTEWATER TREATMENT PLANT — ROTH BUILDING,
TAVERNIER, MONROE COUNTY, FLORIDA
Prior to execution of this agreement, CONTRACTOR shall furnish the COUNTY
Certificates of Insurance indicating the minimum coverage limitations in the following
amounts:
WORKER'S COMPENSATION AND EMPLOYER'S LIABILTTY INSURANCE:
Where applicable, worker's compensation coverage to apply for all employees at a
minimum statutory limit as required by Florida Law, and Employee's Liability coverage
in the amount of $100, 000.00 bodily injury by accident, $500, 000.00 bodily injury by
disease, policy limits, and $100,000.00 bodily injury by disease, each employee.
COMPREHENSIVE AUTOMOBILE VEHICLE LIABILITY INSURANCE: Motor
vehicle liability insurance, including applicable no-fault coverage, with limits of liability
of not less than $100,000.00 per occurrence, combined single limit for Bodily Injury
Liability and Property Damage Liability. If single limits are provided, the minimum
acceptable limits are $100, 000.00 per person, $300, 000.00 per occurrence, and
$50A0.00 property damage. Coverage shall include all owned vehicles, all non -owned
vehicles, and all hired vehicles.
COMMERCIAL GENERAL LIABILITY: Commercial general liability coverage with
limits of liability of not less than $300, 000.00 per occurrence combined single limit for
Bodily Injury Liability and Property Damage Liability.
POLLUTION LIABILITY — The minimum limits of liability shall be: $500,000 per
Occurrence combined single limit, $1,000,000 Aggregate
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.
MONROE COUNTY BOARD OF COUNTY COMMISSIONERS MUST BE NAMED
AS ADDITIONAL INSURED.
9. NON -WAIVER OF IMMUNITY
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.
Agreement 8 January zuuu
OPERATION AND MAINTENANCE WASTEWATER TREATMENT PLANT — ROTH BUILDING,
TAVERNIER, MONROE COUNTY, FLORIDA
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.
11. 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 parry, 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 VIII of the
Civil Rights Act of 1968 (42 USC s. et seq.), as amended, relating to nondiscrimination
in the sale, rental or financing of housing; 9) The Americans with Disabilities Act of
1990 (42 USC s. 1201 Note), as maybe amended from time to time, relating to
nondiscrimination on the basis of disability; 10) Any other nondiscrimination provisions
in any Federal or state statutes which may apply to COUNTY and CONTRACTOR to, or
the subject matter of, this Agreement.
12. ASSIGNMENT/SUBCONTRACT
CONTRACTOR shall not assign or subcontract its obligations under this agreement to
others, except in writing and with the prior written approval of the Board of County
Commissioners of Monroe County 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 LICENSE REQUIREMENTS
In providing all services/goods pursuant to this agreement, CONTRACTOR shall abide
by all laws of the Federal and State government, ordinances, rules and regulations
pertaining to, or regulating the provisions of, such services, including those now in effect
Agreement 9 January 2008
OPERATION AND MAINTENANCE WASTEWATER TREATMENT PLANT — ROTH BUILDING,
TAVERNIER, MONROE COUNTY, FLORIDA
and hereinafter adopted. Compliance with all laws includes, but is not limited to, the
immigration laws of the Federal and State government. Any violation of said statutes,
ordinances, rules and regulations shall constitute a material breach of this agreement and
shall entitle the Board to terminate this Agreement. CONTRACTOR shall possess
proper licenses to perform work in accordance with these specifications throughout the
term of this Agreement.
14. DISCLOSURE 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.
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:
Agreement 10 January 2008
OPERATION AND MAINTENANCE WASTEWATER TREATMENT PLANT — ROTH BUILDING,
TAVERNIER, MONROE COUNTY, FLORIDA
FOR COUNTY:
Monroe County
Facilities Maintenance Department
3583 South Roosevelt Boulevard
Key West, FL. 33040
and
Monroe County Attorney
PO. Box 1026
Key West, FL 33041-1026
17. TAXES
FOR CONTRACTOR:
U. S. Water Services Corporation
ATTN: R. Scott Lewis
4939 Cross Bayou Boulevard
New Port Richey, FL 34652
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 commencement of work.
B. The COUNTY or CONTRACTOR may terminate this Agreement for cause
with seven (7) days notice to CONTRACTOR. Cause shall constitute a
breach of the obligations of either party to perform the obligations enumerated
under this Agreement.
C. Either of the parties hereto may cancel this agreement without cause by giving
the other party sixty (60) days written notice of its intention to do so with
neither party having any further obligation under the term s of the contract
upon termination.
19. GOVERNING LAW, VENUE, INTERPRETATION COSTS AND FEES
This Agreement shall be governed by and construed in accordance with the laws of the
State of Florida applicable to Agreements made and to be performed entirely in the State.
In the event that any cause of action or administrative proceeding is instituted for the
enforcement or interpretation of this Agreement, the COUNTY and CONTRACTOR
agree that venue will lie in the appropriate court or before the appropriate administrative
body in Monroe County, Florida.
20. MEDIATION
The COUNTY and CONTRACTOR agree that, in the event of conflicting interpretations
of the terms or a term of this Agreement by or between any of them the issue shall be
submitted to mediation prior to the institution of any other administrative or legal
proceeding. Mediation proceedings initiated and conducted pursuant to this Agreement
Agreement 11 January 2008
OPERATION AND MAINTENANCE WASTEWATER TREATMENT PLANT — ROTH BUILDING,
TAVERNIER, MONROE COUNTY, FLORIDA
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. SEVERABILITY
If any term, covenant, condition or provision of this Agreement (or the application
thereof to any circumstance or person) shall be declared invalid or unenforceable to any
extent by a court of competent jurisdiction, the remaining terms, covenants, conditions
and provisions of this Agreement, shall not be affected thereby; and each remaining term,
covenant, condition and provision of this Agreement shall be valid and shall be
enforceable to the fullest extent permitted by law unless the enforcement of the remaining
terms, covenants, conditions and provisions of this Agreement would prevent the
accomplishment of the original intent of this Agreement. The COUNTY and
CONTRACTOR agree to reform the Agreement to replace any stricken provision with a
valid provision that comes as close as possible to the intent of the stricken provision.
22. ATTORNEY'S FEES AND COSTS
COUNTY and CONTRACTOR agree that in the event any cause of action or
administrative proceeding is initiated or defended by any parry 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 parry 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 COUNTY and CONTRACTOR, then any party shall have
the right to seek such relief or remedy as may be provided by this Agreement or by
Florida law.
24. COOPERATION
In the event any administrative or legal proceeding is instituted against either 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 parry to this Agreement shall
be required to enter into any arbitration proceedings related to this Agreement.
Agreement 12 January 2008
OPERATION AND MAINTENANCE WASTEWATER TREATMENT PLANT — ROTH BUILDING,
TAVERNIER, MONROE COUNTY, FLORIDA
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. 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.
29. 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.
30. 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.
31. 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
Agreement 13 January 2008
OPERATION AND MAINTENANCE WASTEWATER TREATMENT PLANT — ROTH BUILDING,
TAVERNIER, MONROE COUNTY, FLORIDA
instrument and any of COUNTY and CONTRACTOR hereto may execute this
Agreement by singing any such counterpart.
32. SECTION READINGS
Section headings have been inserted in this Agreement as a matter of convenience of
reference only, and it is agreed that such section headings are not a part of this
Agreement and will not be used in the interpretation of any provision of this Agreement.
35. PUBLIC ENTITY CRIME INFORMATION STATEMENT
"A person or affiliate who has been placed on the convicted vendor list following a
conviction for a public entity crime may not submit a bid on a contract to provide any
goods or services to a public entity, may not submit a bid on a contract with a public
entity for the construction or repair of a public building or public work, may not submit
bids on leases of real property to a public entity, may not be awarded or perform work as
a Construction Manager, supplier, subcontractor, or consultant under a contract with any
public entity, and may not transact business with any public entity in excess of the
threshold amount provided in Section 287.017, for CATEGORY TWO for a period of 36
months from the date of being placed on the convicted vendor list."
36. 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
37. LEGAL OBLIGATIONS AND RESPONSIBILITIES AND 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 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.
38. MUTUAL REVIEW
This agreement has been carefully reviewed by Contractor and the County therefore, this
agreement is not to be construed against either party on the basis of authorship
Agreement 14 January 2008
OPERATION AND MAINTENANCE WASTEWATER TREATMENT PLANT — ROTH BUILDING,
TAVERNIER, MONROE COUNTY, FLORIDA
39. INCORPORATION OF BID DOCUMENTS
The terms and conditions of the bid documents are incorporated by reference in this
contract agreement.
40. ANNUAL APPROPRIATION
The County's performance and obligation to pay under this agreement is contingent upon
an annual appropriation by the Board of County Commissioners. In the event that the
County funds on which this Agreement is dependent are withdrawn, this Agreement is
terminated and the County has no further obligation under the terms of this Agreement to
the Contractor beyond that already incurred by the termination date.
IN WITNESS WHEREOF, COUNTY and CONTRACTOR hereto have executed
this Agreement on the day and date first written above in four (4) counterparts, each of
which shall, without proof or accounting for the other counterparts, be deemed an
original contract.
(SEAL)
Attest: DANNY L. KOLHAGE, CLERK
By:
Deputy Clerk
Date:
Witnesses for CONTRACTOR:
Signature
`1- 3a-66
Date
Cr
Si ature
C)
Date
BOARD OF COUNTY COMMISSIONERS
OF MONROE COUNTY, FLOIDA
Bv:
Mayor Mario Di Gennaro
Date:
U. S CES CORPORATION
Signature of person authorized to
legally bind Corporation
Date: 4&"I -- ao
�d 75
Print Name
Address: �"S -0� �^
48-8) Z
Telephone Number
Agreement 15 January 2008