Item C14BOARD 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 Blue Island
Irrigation, Inc. for lighting at West Martello Towers.
ITEM BACKGROUND: On March 18, 2008, three bids were received: (1) Blue Island - $25,000; (2)
Nearshore Electric, Inc. - $42.513; and (3) Florida Keys Electric, Inc. - $93,874. After reviewing the
proposal, Blue Island was low bidder, but Blue Island had adjusted quantities of seven items in the
scope of work to conform with the drawing. After negotiations between Monroe County and Blue
Island, Blue Island agreed to its original $25,000 proposal.
PREVIOUS RELEVANT BOCC ACTION: None
CONTRACT/AGREEMENT CHANGES: New Agreement
STAFF RECOMMENDATIONS: Approval
TOTAL COST: $25,000
COST TO COUNTY: $25,000
BUDGETED: Yes X No
SOURCE OF FUNDS: TDC
REVENUE PRODUCING: Yes — No X AMOUNT PER MONTH Year
APPROVED BY: County Atty — OMB/Purchasing Risk Management
DOCUMENTATION: Included
DISPOSITION:
Revised 2/05
Not Required_
AGENDA ITEM #
M E M O R A N D U M
DATE: April 16, 2008
TO: Dent Pierce, Division Director
Public Works
FROM: John W. King, Sr. Director
Lower Keys Operations
RE: Agenda Item — May 16, 2008 BOCC Meeting
Approval to Award and Execute Agreement —
Blue Island Irrigation, Inc. -
Lighting at West Martello Towers
Bids were opened on March 18, 2008 for lighting at West Martello Towers.
Three bidders responded: (1) Blue Island - $25,000; (2) Nearshore Electric, Inc. - $42.513; and (3)
Florida Keys Electric, Inc. - $93,874. After reviewing the proposal, Blue Island was low bidder,
but Blue Island had adjusted quantities of seven items in the scope of work to conform with the
drawing. After negotiations between Monroe County and Blue Island, Blue Island agreed to its
original $25,000 proposal.
I hereby recommend approval to award bid and execute a contract with Blue Island for lighting at
West Martello Towers.
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MONROE COUNTY BOARD OF COUNTY COMMISSIONERS
CONTRACT SUMMARY
Contract with: Blue Island Irrigation,
Contract #
Inc.
Effective Date: 5/21/08
Contract Purpose/Description:
Expiration Date: Upon completion
Award bid and execute a contract for lighting
at West Martello Towers
Contract Manager: Jo B. Walters
4549 Facilities Maint / #4
(Name)
(Ext.) (Department/Stop #)
for BOCC meeting on 05/21/08
Agenda Deadline: 05/06/08
CONTRACT COSTS
Total Dollar Value of Contract: $ 25,000 Current Year Portion: $ 25,000
Budgeted? Yes® No ❑ Account Codes: 117-77040-530340-T87M616X-530340
Grant: $
County Match: $
ADDITIONAL COSTS
Estimated Ongoing Costs: $ /yr For:
(Not included in dollar value above)
DatQ In
Division Director &Mot
Risk Manage en
�3u-
O.M.B./Purc ng liz -V6
County Attorney �ffk*f-
Comments:
OMB Form Revised 2/27/01 MCP #2
utilities,
CONTRACT REVIEW
Changes Date Out
Needed R e r
Yes❑ No❑
}
Yes❑ N
Yes❑ NoZ
Yes❑ No[Zj
AGREEMENT FOR
WEST MARTELLO LIGHTING, KEY WEST
MONROE COUNTY, FLORIDA
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
BLUE ISLAND IRRIGATION, INC. ("CONTRACTOR"), a Florida corporation, whose
address is 3255 Flagler Avenue, Suite 307, Key West, Florida 33040.
WHEREAS, COUNTY desires to have exterior lighting installed at West
Martello, Key West; and
WHEREAS, CONTRACTOR desires and is able to provide installation of
exterior lighting at West Martello, Key West; and
WHEREAS, it serves a legitimate public purpose for CONTRACTOR to provide
exterior lighting installation at West Martello, Key West, 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 any exhibits, the Request for Bid, the
Specifications, the Drawings, all Change Orders and any addenda, the CONTRACTOR's
Bid documents, and other amendments hereto executed by the parties, together with the
required County documents furnished as part of the Bid or required to be furnished by the
Bid, and all required insurance documentation.
2. SCOPE OF THE WORK
A. Install materials and systems in accordance with manufacturer's
instructions and approved submittals.
B. Install materials in proper relation with adjacent construction and with
uniform appearance for exposed work.
C. Quality Control: Comply with applicable regulations and code
requirements; provide products of acceptable manufacturers; and
deliver, handle, and store materials in accordance with manufacturer's
instructions.
D. Provide proper clearance for servicing.
E. The Contractor shall be responsible for:
Agreement 1 April 2008
i. Procuring all applicable permits from the City of Key West
Building Department and complying with all permit requirements.
Any costs associated with any permit shall be included in the
proposal amount.
NOTE: A drawing, Appendix A, will be provided by the
COUNTY as an attachment, to reflect the placement of the new
fixtures and is to be considered the approved Layout Design.
Elevations of lighting fixture placement will be determined at
mandatory pre -bid site visit. This design has been approved by the
Key West Garden Club and Monroe County Public Works.
ii. Providing trenching and restoration where the existing walkways
and planting areas are involved in this project.
iii. Coordinating all work with the Key West Garden Club and the
Monroe County Public Works Representative.
iv. Implementing all preventative safety measures while conducting
this project to ensure the safety of visitors and members of the Key
West Garden Club.
F. Materials:
i. Up Lights:
I. 10 - KLV715NB/12V/Kim Lighting/Copper/35W, MR 16,
Med. Flood.
2. 10 - EP17/Kim Lighting/Power Post Stake
ii. Down Lights:
1. 9 - KLV201/12V/Kim Lighting/35W, MR 16, Med. Flood
2. 9 - KLV201/12V/Kim Lighting/35W, MR 16, Med. Flood
iii. Path Lights:
l . 54 - KLV 182NB/Kim Lighting/Copper/Path Light Stem/35W,
MR 16
2. 54 - H70NB/12V/Kim Lighting/Copper/Mushroom Hood
3. 54 - EP17/Kim Lighting/Power Post Stake
iv. Hanging Lights: 16 - KLV65NB/Kim Lighting/Copper/35W, MR16
v. Transformers:
L 3 - KLV605/300W/Transformer
2. 4 - KLV620/600W/Transformer
3. 1- KLV625/900W/Transformer
4. 8 - KLV-PC2/Remote Mount Photocell
Agreement 2
April 2008
vi. Miscellaneous
1. Bury and hide all cable
2. Remove all unneeded conduit and 120V fixtures
3. All hanging fixtures to be supported with stainless steel
hardware
4. Coordinate with Keys Energy, Monroe County and the City
of Key West and have the electric pole, street lights
removed from the garden.
G. Submittals
H. Safety
1. Product Data: Submit manufacturer's product data and
installation instructions for each material and product used
2. Shop Drawings: Submit shop drawings indicating material
characteristics, details of construction, connections, and
relationship with adjacent construction.
3. Operation and Maintenance Data: Submit manufacturer's
operation and maintenance data, including operating
instructions, list of spare parts and maintenance schedule.
I. Comply with all OSHA requirements for construction
2. Daily cleanup shall be performed to minimize debris and
hazardous congestion.
3. Comply with local EPA requirements as published by local,
state and federal authorities.
4. All construction debris shall be removed from the
construction site and disposed of in accordance with all
appropriate laws and requirements.
1. Installation
1. Install materials and systems in accordance with
manufacturer's instructions and approved submittals.
Install materials in proper relation with adjacent
construction and with uniform appearance for exposed
work. Comply with applicable regulations and code
requirements. Provide proper clearance for servicing.
2. Clearly label and tag all components
3. Test and balance all systems for proper operation.
4. Restore damaged finishes. Clean and protect work from
damage.
Agreement 3
Apri12008
5. Instruct COUNTY's personnel in proper operation of
systems.
J. Warranty and Inspections
1. Upon completion, any applicable warranties shall be
provided to COUNTY. Any cost associated with any
warranties shall be included in the proposal amount.
2. Upon receipt of the notice of completion an inspection will
be scheduled with a representative of Contractor and
COUNTY to thoroughly review the installation and verify
compliance with manufacturer specification.
3. Any corrections or modifications necessary for compliance
with the specifications and acceptance for warranty (punch
list) will be so noted.
4. Upon completion of all punch list items and final
acceptance of the installation any and all warranties will be
issued.
K. Milestone Schedule
I. Mobilization on site and commencement of work is to
occur no later than thirty (30) days after a Notice to
Proceed is issued by COUNTY. Substantial completion is
to be achieved no later than forty-five (45) days after
commencement of work.
2. Within ten (10) days of Notice to Proceed, the Contractor is
to submit a construction schedule for approval, showing
submittal review and approvals, material lead time,
commencement of work, substantial completion and final
completion in compliance with Item 1 above.
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; including the provisions for retainage. Payment will be made
after delivery and inspection by COUNTY and upon submission of a proper
invoice by CONTRACTOR.
C. The COUNTY shall pay the CONTRACTOR in current funds for the
CONTRACTOR's performance of the Contract, the Contract sum of
TWENTY-FIVE THOUSAND AND NO/100Dollars ($25,000.00). The
Contract sum includes all labor and materials described in the Scope of Work.
Agreement 4 Apri12008
D. CONTRACTOR shall submit to COUNTY invoices with supporting
documentation acceptable to the Clerk. 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.
E. Final payment, constituting the entire unpaid balance of the Contract Amount,
shall be made by the COUNTY to the CONTRACTOR when the Contract has
been fully performed by the CONTRACTOR.
4. 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.
This Agreement and the provision of the services at the location listed have been fully
considered by the CONTRACTOR, who understands the same and agrees to their
sufficiency and suitability. Under no circumstances, conditions, or situations shall this
Contract be more strongly construed against the COUNTY than against the
CONTRACTOR.
The passing, approval, and/or acceptance by the COUNTY of any of the services
furnished by the CONTRACTOR shall not operate as a waiver by the COUNTY of strict
compliance with the terms of this Contract, and specifications covering the services.
Failure on the part of the CONTRACTOR, immediately after Notice to Correct shall
entitle the COUNTY, if it sees fit, to correct the same and recover the reasonable cost of
such replacement and/or repair from the CONTRACTOR, who shall in any event be
jointly and severally liable to the COUNTY for all damage, loss, and expense caused to
the COUNTY by reason of the CONTRACTOR's breach of this Contract and/or his
failure to comply strictly and in all things with this Contact and with the specifications.
The CONTRACTOR warrants that it is authorized by law to engage in the performance
of the activities encompassed herein, subject to the terms and conditions set forth in these
contract documents. CONTRACTOR shall at all times exercise independent judgment
and shall assume responsibility for the services to be provided
5. 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.
Agreement 5 April 2008
6. 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.
7. 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:
WORKER'S COMPENSATION AND EMPLOYER'S LIABILTIY INSURANCE:
Where applicable, worker's compensation coverage to apply for all employees at a
minimum statutory limit as required by Florida Law, and Employer'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 $50, 000.00 per person, $100, 000.00 per occurrence, and $25, 000.00
property damage. Coverage shall include all owned vehicles, all non -owned vehicles,
and all hired vehicles.
COMMERCIAL GENERAL LIABILITY: Commercial general liability coverage with
limits of liability of not less than $300.000.00 per occurrence combined single limit for
Bodily Injury Liability and Property Damage Liability.
MONROE COUNTY SHALL BE NAMED AS AN ADDITIONAL INSURED ON THE
GENERAL LIABILITY AND VEHICLE LIABILITY POLICIES.
Agreement 6 April 2008
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 must be named as an
additional insured on all policies except Worker's Compensation.
8. NON -WAIVER OF IMMUNITY
Notwithstanding the provisions of Sec. 768,28, Florida Statutes, the participation of
COUNTY and CONTRACTOR in this Agreement and the acquisition of any commercial
liability insurance coverage, self-insurance coverage, or local government liability
insurance pool coverage shall not be deemed a waiver of immunity to the extent of
liability coverage, nor shall any Agreement entered into by the COUNTY be required to
contain any provision for waiver.
9. 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.
10. NONDISCRIMINATION
COUNTY and CONTRACTOR agree that there will be no discrimination against any
person, and it is expressly understood that upon a determination by a court of competent
jurisdiction that discrimination has occurred, this Agreement automatically terminates
without any further action on the part of any party, effective the date of the court order.
COUNTY or CONTRACTOR agree to comply with all Federal and Florida statutes, and
all local ordinances, as applicable, relating to nondiscrimination. These include but are
not limited to: 1) Title 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
Agreement 7 April 2008
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.
11. 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.
12. COMPLIANCE WITH LAW AND LICENSE REQUIREMMENTS
In providing all services/goods pursuant to this agreement, CONTRACTOR shall abide
by all laws of the Federal and State government, ordinances, rules and regulations
pertaining to, or regulating the provisions of, such services, including those now in effect
and hereinafter adopted. Compliance with all laws includes, but is not limited to, the
immigration laws of the Federal and State government. Any violation of said statutes,
ordinances, rules and regulations shall constitute a material breach of this agreement and
shall entitle the Board to terminate this Agreement. CONTRACTOR shall possess
proper licenses to perform work in accordance with these specifications throughout the
term of this Agreement.
13. 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.
Agreement g
April 2008
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.
14. 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.
15. NOTICE REQUIREMENT
Any notice required or permitted under this agreement shall be in writing and hand
delivered or mailed, postage prepaid, to the other party by certified mail, returned receipt
requested, to the following:
FOR COUNTY:
Monroe County
Facilities Maintenance Department
3583 South Roosevelt Boulevard
Key West, Fl. 33040
FOR CONTRACTOR:
BLUE ISLAND
3255 Flagler Avenue, #307
Key West, Florida 33040
16. TAXES
and County Attorney
PO Box 1026
Key West, FL 33041-1026
or Representative at Jobsite
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.
17. TERMINATION
A. The COUNTY 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.
Agreement 9
April 2008
B. This contract may be terminated for convenience by COUNTY upon ten (10)
days written notice to CONTRACTOR delivered by hand or certified mail,
return receipt requested, of intent to terminate and the date on which such
termination becomes effective. CONTRACTOR shall cease work as directed.
In such case, CONTRACTOR shall be paid for all work executed and
termination expenses, and expenses incurred prior to termination. No
payment shall be made for profit for work which has not been performed.
18. 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.
19. 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.
20. 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.
21. 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 all levels of the court system.
l u April 2008
22. 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.
23. COOPERATION
In the event any administrative or legal proceeding is instituted against either party
relating to the formation, execution, performance, or breach of this Agreement,
COUNTY and CONTRACTOR agree to participate, to the extent required by the other
party, in all proceedings, hearings, processes, meetings, and other activities related to the
substance of this Agreement or provision of the services under this Agreement.
COUNTY and CONTRACTOR specifically agree that no party to this Agreement shall
be required to enter into any arbitration proceedings related to this Agreement.
24. 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.
25. 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.
26. 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.
27. 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
Agreement 11 April 2008
and extent to the performance of such functions and duties of such officers, agents,
volunteers, or employees outside the territorial limits of the COUNTY.
28. 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.
29. 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.
30. 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.
31. 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.
32. 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.
Agreement 12 April 2008
33. SECTION HEADINGS
Section headings have been inserted in this Agreement as a matter of convenience of
reference only, and it is agreed that such section headings are not a part of this
Agreement and will not be used in the interpretation of any provision of this Agreement.
34. 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."
35. 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.
36. MUTUAL REVIEW
This agreement has been carefully reviewed by Contractor and the County therefore, this
agreement is not to be construed against either party on the basis of authorship.
37. INCORPORATION OF BID DOCUMENTS
The terms and conditions of the bid documents are incorporated by reference in this
contract agreement."
38. ANNUAL APPROPRIATION
The County's performance and obligation to pay 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
Agreement 13 April 2008
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
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Date
Signature
Date
BOARD OF COUNTY COMMISSIONERS
OF MONROE COUNTY, FLOIDA
By: _
Mayor
Date:
Signature of perso authorized o
legally bind Corporation
Date: 4/i�%,'
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Agreement 14 April 2008