Item C10BOARD OF COUNTY COMMISSIONERS
AGENDA ITEM SUMMARY
Meeting Date: January 16, 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 amend and renew the agreement with Master Mechanical
Services, Inc. for the central air conditioning maintenance and repair for the Upper Keys Facilities.
ITEM BACKGROUND: In order to provide continued a/c maintenance and repair for Upper Keys
facilities as well as the current agreement for a/c maintenance and repair with Master Mechanical
Services, Inc. will expire on March 14, 2008, with one remaining option to renew, this agreement will
(1) increase the total contract amount from $25,000 to $35,000 effective upon approval; and (2) renew
the contract for an additional year, March 15, 2008 through March 14, 2009.
PREVIOUS RELEVANT BOCC ACTION: On March 15, 2006, the BOCC approved an agreement
with Master Mechanical Services, Inc.; on March 21, 2007, the BOCC approved the first renewal
option for one year.
CONTRACT/AGREEMENT CHANGES: The amendment increasing the total contract amount
from $25,000 to $35,000 to be effective upon approval. Renewal to commence on March 15, 2008 and
terminate on March 14, 2009, and an increase in cost by the CPI-U of 4.3% as follows: Labor during
normal working hours for a mechanic from $66.63 to $69.50 per hour; for mechanic plus helper from
$117.88 to $122.95; overtime rate for hours other than normal working hours for a mechanic from
$99.94 to $104.24 and mechanic plus helper from $176.81 to $184.41.
STAFF RECOMMENDATIONS: Approval
TOTAL COST: $35,000 (entire contract) BUDGETED: Yes X No _
COST TO COUNTY: Same SOURCE OF FUNDS: Ad Valorem
REVENUE PRODUCING: Yes , No X AMOUNT PER MONTH Year _
APPROVED BY: County Atty _ 4P=hasing Risk Management
DOCUMENTATION: Included X Not Required
DISPOSITION: AGENDA ITEM #
Revised 2/05
M E M O R A N D U M
DATE: December 31, 2007
TO: Dent Pierce, Division Director
Public Works
FROM: John W. King, Sr. Director
Lower Keys Operations
RE: Agenda Item — January 16, 2008 BOCC Meeting
Amend and Renew the Agreement for A/C Services
with Master Mechanical — Upper Keys
In order to provide continued a/c maintenance and repair for Upper Keys facilities as well as the
current agreement for a/c maintenance and repair with Master Mechanical Services, Inc. will
expire on March 14, 2008, with one remaining option to renew, this agreement will (1) increase
the total contract amount from $25,000 to $35,000 effective upon approval; and (2) renew the
contract for an additional year, March 15, 2008 through March 14, 2009.
The amendment will increase the total contract amount from $25,000 to $35,000 to be effective
upon approval. Renewal will commence on March 15, 2008 and terminate on March 14, 2009, and
an increase in cost by the CPI-U of 4.3% as follows: Labor during normal working hours for a
mechanic will increase from $66.63 to $69.50 per hour; for mechanic plus helper from $117.88 to
$122.95; overtime rate for hours other than normal working hours for a mechanic from $99.94 to
$104.24 and mechanic plus helper from $176.81 to $184.41.
I hereby request approval to amend and renew the agreement with Master Mechanical Services,
Inc. for the central air conditioning maintenance and repair for the Upper Keys Facilities.
JWK/jbw
Enclosures
MONROE COUNTY BOARD OF COUNTY COMMISSIONERS
CONTRACT SUMMARY
Contract with: Master Mechanical
Contract #
Services, Inc.
Renewal
Effective Date: March 15, 2008
Expiration Date: March 14, 2009
Contract Purpose/Description:
Amendment: Effective Upon Approval
Central air conditioning maintenance and repair for the Upper Keys facilities
Contract Manager: Jo B. Walters
4549 Facilities Maint/Sto #4
(Name)
(Ext.) (Department/Stop #)
for BOCC meeting on 01/16/08
Agenda Deadline: 01/02/08
CONTRACT COSTS
Total Dollar Value of Contract: $ 35,000 NTE Current Year Portion: 20,000 app
year $
Budgeted? Yes X No ❑ Account Codes: 20501-- 530340
Grant: $ N/A
County Match: $ N/A
ADDITIONAL COSTS
Estimated Ongoing Costs: $ /yr For:
(Not included in dollar value above) (eg. maintenance,
e In
Division Director 0
? k Manag meet
O.M.B./Purcha�ing
I-:E_b3
County Attorney
Comments:do
.f
rm
CONTRACT REVIEW
Changes
Needed Reviewer
Yes❑ No❑
Yes❑ No❑
Yes❑ No❑
etc
Date Out
a
OMB Form Revised 2/27/01 MCP #2
CONTRACT AMENDMENT AND RENEWAL AGREEMENT
(Central A/C :Maintenance & Repair, Upper Keys Facilities
Monroe County, Florida)
THIS CONTRACT AMENDMENT AND RENEWAL AGREEMENT is made
and entered into this day o T"�
2008, between the MONROE
COUNTY (hereinafter sometimes a ed "O eand MASTER MECHANICAL
SERIVCES, INC. (hereinafter "Contractoin order to amend and renew the
agreement between the parties dated March 15, 2006, and renewed March 21, 2007
(copies of which are incorporated hereto by reference); as follows:
Owner will (a) amend the contract sum to be Thirty-five thousand and no/100
Dollars ($35,000.00), (b) exercise the second of two renewal options in
accordance to Item 6. B of the original contract dated March 15, 2006, and
adjusts the contract amount 4.3% pursuant to the percentage change in the
Consumer Price Index for all urban consumers (CPI-U) for the most recent
twelve months available, and (c) clarify paragraph numbering in Item 4.
2. Item 4, THECONTRACT AMOUNT, is amended to read:
"The County shall pay to the Contractor for the faithful performance of the
Contract, in lawful money of the United States, as follows:
A. The actual cost of parts and materials purchased form 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 $100.00, and may be requested at the discretion of the Owner
for any part, regardless of the cost.
B. 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:
$ 69.50 per hour, mechanic
$ 122.95 per hour, mechanic plus helper
Labor — Overtime rate for hours other than the normal working hours as
stated above, including holidays:
$ 104.24 per hour, mechanic
$ 184.41 per hour, mechanic plus helper
Such costs must be documented for each repair and/or maintenance job
and included with all Applications for Payment.
C. Freon for recharging systems:
R-22 $ 10.00 per pound
Freon evacuation and disposal shall be a part of the Contractor's rate,
and shall not be billed as an additional item.
D. The total contract sum shall not exceed Thirty -Five Thousand and
no/100 Dollars ($35,000.00) per year; this arnount shall not be exceeded
without amendment to the contract and approval of the Board of County
Commissioners.
The Contractor shall submit with his invoice the Application for Payment
attached."
3. The total contract sum of $35,000.00 shall be effective immediately upon
approval of this Amendment and Renewal Agreement, and the renewed contract
shall commence on March 15, 2008, and will expire on March 14, 2009.
4. In all other respects, the original agreement dated March 15, 2006, as renewed
March 15, 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.
Attest: Danny L. Kolhage, Clerk
By:
Wi
Wi
BOARD OF COUNTY COMMISSIONERS
OF MONROE COUNTY, FLORIDA
�� M TER MECHANICAL SERVICES, INC.
t less:
tness: B
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FR meft THIS CERTIFICATE 18 ISSUED AS A MATTER OF INFORMATION
ALLSTATE INSURANCE ONLY AND CONFERS NO MONTS UPON THE CERTIFICATE
MOLOER. TM8 CERTIFICATE DOES NOT AMEND, EXTEND OR
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CONTRACT: CENTRAL AC MAINTENANCE & REPAIRS— UPPER KEYS N%CILITIES
1
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MONROE COUNTY PUBLIC FACILITY 9"ow-DANYor Ire: ABOVEoEwmwDPoucrsoccmcwLEoswmTHEEvftTaN
NAINTENANCB OAT! THEREOr. THE ISSUING WStWR WILL ENDEAVOR 10 MAIL30 DAYS VMiRTeN i
3583 SOUTH AOSEVELTE BLVD NDTIGE TO THE CERTIFICATE "OLDER KAMED TO THE LM. OVT FACURE TO 00 $9 SMALL
IMPOSE NO OR LIARN THE NiSullErL ITS AGENTS OR `
KEY REST, FL 33040 RFPRF ATHEs OR LIJW 11
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01/09/2008 16:23 3052953672 FACILITIES PAGE 01/01
LOB13Y]NG AND CONFLICT OF INTEREST FORM
SWORN STATEMENT UNDER ORDINANCE NO. I0-i,990
MONROB CO FLORIDA
ETHICS CLAUSE
/':� a Ly1Ct i r % warrants thatbe/it has not employed, retained
or otherwise had act on his/its behalf any former County officer or employee in violation of
Section 2 of Ordinance No. 10-1990 or any County officer or employee in violation of
Section 3 oFOrdinan.ce No. 10-1990. For breach or violation of this provision the County
may, in its discretion, termi.natc this contract without liability and may also, in its discretion,
deduct from the contract or purchase price, or otherwise recover, the iu1l amount u ny fee,
commission, percentage, gift, or consideration paid to the former County of5gfj or employee.
(signature)
STATE • 1)� COUNTY OF
PERSONALLY APPEARED BEFORE ME, the undersigned authority,
— who, after first being sworn by me, affixed his/her
signature (name of individual siping) in the space provided above on this clay of
, 20 0
NOTARY VU$LiC
My commission expires: TINARCQ
%* MY CbW 1 I DD 3p O
EXPIRES: Jute 13, 20
OMB - MCI FORM #d Af4l'(.'; ®onaxlth�stsnde�l Y
RENEWAL AGREEMENT
(Central A/C Maintenance & Repair, Upper Keys Facilities
Monroe County, Florida)
THIS CONTRACT RENEWAL is made and entered into this Z1,4C day of
March, 2007, between the MONROE COUNTY (hereinafter sometimes called
"Owner") and MASTER MECHANICAL SERIVCES, INC. (hereinafter called
"Contractor"), in order to renew the agreement between the parties dated March 15,
2006, (a copy of which is incorporated hereto by reference); as follows:
Owner will exercise the first of two renewal options in accordance to Item 6. B
of the original contract dated March 15, 2006, and adjust the contract amount in
accordance with the percentage change in the Consumer Price Index for all
urban consumers (CPI-U) for the most recent twelve months available.
2. The renewed contract shall commence on March 15, 2007, and will expire on
March 14, 2008.
In all other respects, the original agreement dated March 15, 2006 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.
Attest: Danny L. Kolhage, Clerk
01
Witnes
Witne
BOARD OF COUNTY COMMISSIONERS
OF MONROE COUNTY, FLORIDA
By: •� -'
MASTER MECHANICAL SERV JE2PIN(
MONROE COUNTY AbTOANEYC)
PPROVED AS TO RM: (n
920
NATILEENE W. ASSEL
ASSISTAN COU TY ATTORNEY
r=
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AGREEMENT
THIS AGREEMENT, made and entered into this !S day of ruk. , 2006, AD.,
by and between MONROE COUNTY, a political subdivision of the State of Florida,
1100 Simonton Street, Key West, FL. 33040 (hereinafter call the "County"), and
MASTER MECHANICAL SERVICES, INC. whose address is 6187 NW 167 Street, H-
25, Miami, Florida 33015 (hereinafter called the "Contractor").
That the parties hereto, for the consideration hereinafter set forth, mutually agree as
follow:
1. THE CONTRACT
The contract between the County and the contractor, of which this agreement is a
part, consists of the contract documents, as specified in paragraph 2.
2. THE CONTRACT DOCUMENTS
The contract documents consist of this agreement, the specifications, all
change orders, and any addenda issued hereafter, any other amendments hereto
executed by the parties hereafter, together with the bid proposal dated February 8,
2006, and all required insurance documentation. The specifications shall serve as
minimum contract standards, and shall be the basis of inspection and acceptance
of all the work
3. SCOPE OF THE WORK
The Contractor shall provide all necessary supplies and equipment required and
perform all of the work described and entitled:
CENTRAL A/C MAINTENANCE & REPAIR
UPPER KEYS FACILTI'IES
MONROE COUNTY, FLORIDA
which shall include
A Routine repairs and maintenance of all county maintained central air conditioning
units in the Upper Keys area.
B. Emergency repairs of all county maintained central air conditioning units in the
Upper 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 notification by the COUNTY.
C. The CONTRACTOR shall have access to a supply of all parts and controls
normally necessary for the emergency repairs of all county maintained 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 $100.00, and may be requested at the
discretion of the County for any part, regardless of the cost. All parts and
materials shall be of equal or greater quality as compared to existing parts and
materials in use.
E. The facilities are located throughout the Upper Keys area. Buildings to be
serviced shall include, but shall not be limited to, the following:
P.K. PUBLIC WORK OFFICES
186 KEY HEIGHTS DRIVE, PLANTATION KEY
SHERIFF SUB -STATION
88770 OVERSEAS HIGHWAY, PLANTATION KEY
GOVRNMENT CENTER/COURTHOUSE
HIGHPOINT ROAD, PLANTATION KEY
SOCIAL SERVICES BUILDING
HIGHPOINT ROAD, PLANTATION KEY
SENIOR CITIZEN CENTER/AARP
HIGPOINT ROAD, PLANTATION KEY
TEMPORARY COURTOOM
GOVERNMENTAL COMPLEX, PLANTATION KEY
SHERIFF'S OFFICES - DETECTIVE'S TRAILER
88770 OVERSEAS HIGHWAY, PLANTATION KEY
SHERIFF'S OFFICES - FIRST APPEARANCE
US], PLANTATION KEY
JERRY ELLIS BUILDING
GOVERNMENTAL CENTER COMPLEX
88800 OVERSEAS HIGHWAY, PLANTATION KEY
PLANTATION KEY DETENTION FACILITY/JAIL
53 HIGH POINT ROAD, PLANTATION KEY
2
ISLAMORADA FIRE STATION
ISLAMORADA
TAVERNIER FIRE STATION
MARINE AVENUE, TAVERNIER
TAVERNIER HEALTH CLINC
148 GEORGIA AVENUE, TAVERNIER
KEY LARGO FIRE STATION
MM 99.5, CORNER EAST DRIVE & US1, NORTH KEY LARGO
KEY LARGO LIBRARY
U.S. HIGHWAY #I MM101
TRADEWINDS SHOPPING CENTER, KEY LARGO
ISLAMORADA LIBRARY
MM 81.5 BAYSIDE, ISLAMORADA
ROTH BUILDING
48 HIGH POINT ROAD, PLANTATION KEY
4. THE 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:
A. The actual cost of parts and materials purchased form 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 $100.00, and may be requested at the discretion of the Owner for
any part, regardless of the cost.
B. 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:
$ 65.00 per hour, mechanic
$ 115.00 per hour, mechanic plus helper
3
Labor — Overtime rate for hours other than the normal working hours as
stated above, including holidays:
$ 97.50 per hour, mechanic
$ 172.50 per hour, mechanic plus helper
Such costs must be documented for each repair and/or maintenance job
and included with all Applications for Payment.
A Freon for recharging systems:
R-22 $ 10.00 per pound
Freon evacuation and disposal shall be a part of the Contractor's rate, and
shall not be billed as an additional item.
B. The total contract sum shall not exceed $25,000 per year.
The Contractor shall submit with his invoice the Application for Payment attached
5. CONTRACTOR'S ACCEPTANCE OF CONDITIONS
A. All specifications have been read and carefully considered by the
Contractor, who understands the same and agrees to their sufficiency for
the work to be done. Under no circumstances, conditions, or situations
shall this Contract be more strongly construed against the County than
against the Contractor.
B. The passing, approval, and/or acceptance by the County of any of the
services finished 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 Contract and with the
specifications.
6. TERM OF CONTRACT/RENEWAL
A. This contract shall be for a period of one (1) year, commencing March 15,
2006 and terminating March 14, 2007.
B. The County shall have the option to renew this agreement with 30 days
notice to contractor prior to the end of the term. This option may be
exercised twice for one-year terms.
C. The Contract amount shall be adjusted annually in accordance with the
percentage change in the U.S. Department of Commerce Consumer Price
Index (CPI) for all Urban Consumers as reported by the U.S. Bureau of
4
Labor Statistics for the previous year using the most recently published
indicator.
7. HOLD HARMLESS
The 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 the Contractor or any of its Subcontractor(s) in any tier, occasioned
by the negligence, errors, or other wrongful act of omission of the Contractor or its
Subcontractors in any tier, their employees, or agents.
In the event the completion of the project (to include the work of others) is
delayed or suspended as a result of the Contractor's failure to purchase or maintain
the required insurance, the Contractor shall indemnify the County from any and all
increased expenses resulting from such delay.
The first ten dollars ($10.00) of remuneration paid to the Contractor is for the
indemnification provided for above. The extent of liability is in no way limited to,
reduced, or lessened by the insurance requirements contained elsewhere within
this agreement. The provisions of this section shall survive the expiration or
earlier termination of this agreement.
8. INDEPENDENT CONTRACTOR
At all times and for all purposes under this agreement the Contractor is an
independent contractor and not an employee of the Board of County
Commissioners for Monroe County. No statement contained in this agreement
shall be construed so as to find the contractor or any of his/her employees,
contractors, servants, or agents to be employees of the Board of County
Commissioners for Monroe County.
9. ASSURANCE AGAINST DISCRIMINATION
The Contractor shall not discriminate against any person on the basis of race,
creed, color, national origin, sex, age, or any other characteristic or aspect which is
not job related, in its recruiting, hiring, promoting, terminating, or any other area
affecting employment under this agreement or with the provision of services or
goods under this agreement.
10. ASSIGNMENT/SUBCONTRACT
The Contractor shall not assign or subcontract its obligations under this
agreement, except in writing and with the prior written approval of the Board of
County Commissioners for Monroe County and Contractor, which approval shall
be subject to such conditions and provisions as the Board may deem necessary.
This paragraph shall be incorporated by reference into any assignment or
subcontract and any assignee or subcontractor shall comply with all of the
s
provisions of this agreement. Unless expressly provided for therein, such approval
shall in no manner or event be deemed to impose any obligation upon the board in
addition to the total agreed -upon price of the services/goods of the contractor.
11. COMPLIANCE WITH LAW
In providing all services/goods pursuant to this agreement, the contractor shall
abide by all statutes, ordinances, rules and regulation pertaining to, or regulating
the provisions of, such services, including those now in effect and hereinafter
adopted. Any violation of said statutes, ordinances, rules and regulations shall
constitute a material breach of this agreement and shall entitle the Board to
terminate this contract immediately upon delivery of written notice of termination
to the contractor. The contractor shall possess proper licenses to perform work in
accordance with these specifications throughout the term of this contract.
12. INSURANCE
Coverage shall be provided by a company or companies authorized to transact
business in the State of Florida and the company or companies must maintain a
minimum rating of A -VI, as assigned by the A.M. Best Company. Prior to
execution of this agreement, and maintained throughout the life of the
contract, the contractor shall furnish to the County Certificates of Insurance
indicating the minimum coverage limitation as listed below:
A. General Liability — include as a minimum:
• Premises Operations
• Products and Completed Operations
• Blanket Contractual Liability
• Personal Injury Liability
• Expanded Definition of Property Damage
The minimum limits acceptable shall be $300,000 Combined Single Limit
If split limits are provided, the minimum limits acceptable shall be:
$100,000 per person; $300,000 per Occurrence; and $50,000 Property
Damage.
An Occurrence Form policy is preferred. If coverage is changed to or
provided on a Claims Made Policy, its provisions should include coverage for
claims filed on or after the effective date of this contract. In addition, the
period for which claims may be reported should extend for a minimum of 48
months following the termination or expiration of the contract.
MONROE COUNTY BOARD OF COUNTY COMMISSIONERS MUST
BE NAMED AS ADDITIONAL INSURED.
B. Vehicle Liability — include as a minimum:
9 Owned, Non -Owned, and Hired Vehicles
The minimum limits acceptable shall be $100,000 Combined Single Limit
If split limits are provided, the minimum limits acceptable shall be:
$50,000 per Person; $100,000 per Occurrence; and $25,000 Property
Damage.
MONROE COUNTY BOARD OF COUNTY COMMISSIONERS
MUST BE NAMED AS ADDITIONAL INSURED.
C. Workers Compensation — limits sufficient to respond to Florida Statute 440.
In addition, the Contractor shall obtain Employers' Liability Insurance 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.
If the Contractor has been approved by Florida's Department of Labor, as an
authorized self -insurer, the County shall recognize and honor the Contractor's
status. The Contractor may be required to submit a Letter of Authorization
issued by the Department of Labor and Certificate of Insurance, providing
details on the Contractor's Excess Insurance Program.
If the Contractor participates in a self-insurance fund, a Certificate of
Insurance will be required. In addition, the contractor may be required to
submit updated financial statements from the fund upon request from the
County.
13. PROFESSIONAL RESPONSIBILITY
The Contractor warrants that it is authorized by law to engage in the performance
of the activities encompassed by the project herein described, subject to the terms
and conditions set forth in these contract documents The provider shall at all
times exercise independent, professional judgment and shall assume professional
responsibility for the services to be provided. Continued funding by the County is
contingent upon retention of appropriate local, state, and/or federal certification
and/or licensure of contractor.
14. 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:
7
FOR COUNTY
John King
Monroe County Facilities Maintenance
3583 S. Roosevelt Blvd.
Key West, FL 33040
FOR CONTRACTOR
um-Nw ue.z t+a5
/Vt' � FL 330 i J
15. CANCELLATION
A) In the event that the contractor shall be found to be negligent or deficient
in any aspect of operation maintenance, repair, or service, the County shall
have the right to terminate this agreement after five days written
notification to the Contractor.
B) 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.
16. GOVERNING LAWS, VENUE, INTERPRETATION, COSTS, FEES
This Agreement shall be governed by and construed in accordance with the laws
of the State of Florida applicable to contracts made and to be performed entirely
in the State.
In the event that any cause of action or administrative proceeding is instituted for
the enforcement or interpretation of the agreement, the County and contractor
agree that venue shall lie in the appropriate court or before the appropriate
administrative body in Monroe County, Florida. This Agreement shall not be
subject to arbitration.
The County and Contractor agree that, in the event of conflicting interpretation 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.
17. RECORDKEEPING
Contractor shall maintain all books, records, and documents directly pertinent to
performance under this Agreement in accordance with generally accepted
accounting principles consistently applied. Each party to this Agreement or their
authorized representatives shall have reasonable and timely access to such records
of each other party to this Agreement for public records purposes during the term
of the Agreement and for four years following the termination of this Agreement.
If an auditor employed by the County or Clerk determines that monies paid to
Contractor or not paid to County pursuant to this Agreement were spent for
purposes not authorized by this Agreement or wrongfully retained by Contractor,
the Contractor shall repay the monies together with interest calculated pursuant to
Sec. 55.03, FS, running from the date the monies were to have been paid.
18. 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.
19. ATTORNEY'S FEES AND COSTS
The County and Contractor agree that in the event any cause of action or
administrative proceeding is initiated or defended by any party relative to the
enforcement or interpretation of this Agreement, the prevailing party shall be
entitled to reasonable attorney's fees, court costs, investigative, and out-of-pocket
expenses, as an award against the non -prevailing party, and shall include
attorney's fees, court costs, investigative, and out-of-pocket expenses in appellate
proceedings. 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. BINDING EFFECT
The terms, covenants, conditions, and provisions of this Agreement shall bind and
inure to the benefit of the County and Contractor and their respective legal
representatives, successors, and assigns.
21. AUTHORITY
Each party represents and warrants to the other that the execution, delivery and
performance of this Agreement have been duly authorized by all necessary
County and corporate action, as required by law.
22. 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.
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 the parties. If no resolution can be agreed upon within 30 days after the
first meet and confer session, the issue or issues shall be discussed at public
meeting of the Board of County Commissioners. If the issue or issues are still not
resolved to the satisfaction of the parties, then any party shall have the right to
seek such relief or remedy as may be provided by this Agreement or by Florida
law. This provision does not negate or waive the provisions of Paragraph 15
concerning cancellation.
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 party to
this Agreement shall be required to enter into any arbitration proceedings related
to this Agreement.
25. NONDISCRIMINATION
County and Contractor agree that there shall 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 patent
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 the parties to, or the subject matter of, this
Agreement. Monroe County Code Ch. 13, Art. VI, prohibiting discrimination on
the basis of race, color, sex, religion, disability, national origin, ancestry, sexual
orientation, gender identity or expression, familial status or age. 11) Any other
nondiscrimination provisions in any Federal or state statutes which may apply to
the parties to, or the subject matter of, this Agreement.
1E
26. COVENANT OF NO INTEREST
County and Contractor covenant that neither presently has any interest, and shall
not acquire any interest, which would conflict in any manner or degree with its
performance under this Agreement, and that only interest of each is to perform
and receive benefits as recited in this Agreement.
27. CODE OF ETHICS
County agrees that officers and employees of the County recognize and will be
required to comply with the standards of conduct for public officers and
employees as delineated in Section 112.313, Florida Statues, regarding, but not
limited to, solicitation or acceptance of gifts; doing business with one's agency;
unauthorized compensation; misuse of public position, conflicting employment or
contractual relationship; and disclosure or use of certain information.
28. NO SOLICITATION/PAYMENT
The County and Contractor warrant that, in respect to itself, it has neither
employed nor retained any company or person, other than a bona fide employee
working solely for it, to solicit or secure this Agreement and that it has not paid or
agreed to pay any person, company, corporation, individual, or firm, other than a
bona fide employee working solely for it, any fee, commission, percentage, gift,
or other consideration contingent upon or resulting from the award or making of
this Agreement. For the breach or violation of the provision, the Contractor
agrees that the County shall have the right to terminate this Agreement without
liability and, at its discretion, to offset from monies owed, or otherwise recover,
the full amount of such fee, commission, percentage, gift, or consideration.
29. PUBLIC ACCESS
The County and Contractor shall allow and permit reasonable access to, and
inspection of, all documents, papers, letters or other materials in its possession or
under its control subject to the provisions of Chapter 119, Florida Statues, and
made or received by the County and Contractor in conjunction with this
Agreement; and the County shall have the right to unilaterally cancel this
Agreement upon violation of this provision by Contractor.
30. NON -WAIVER OF IMMUNITY
Notwithstanding the provisions of Sec. 768.28, Florida Statues, the participation
of the County and the Contractor in this Agreement and the acquisition of any
commercial liability insurance coverage, self-insurance coverage, or local
government liability insurance pool coverage shall not be deemed a waiver of
immunity to the extent of liability coverage, nor shall any contract entered into
by the County be required to contain any provision for waiver.
31. PRIVILEGES AND IMMUNITIES
All of the privileges and immunities from liability, exemptions from laws,
ordinances, and rules and pensions and relief, disability, workers' compensation,
and other benefits which apply to the activity of officers agents or employees of
any of any public agents or employees of the County, when performing their
respective functions under this Agreement within the territorial limits of the
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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.
32. LEGAL OBLIGATIONS AND RESPONSIBILITIES
Non -Delegation of Constitutional or Statutory Duties. This Agreement is not
intended to, nor shall it be construed as, relieving any participating entity from
any obligation or responsibility imposed upon the entity by law except to the
extent of actual and timely performance thereof by and participating entity, in
which case the performance may be offered in satisfaction of the obligation or
responsibility. 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.
33. NON -RELIANCE BY NON-PARTIES
No person or entity shall be entitled to rely upon the terms, or any of them, of the
Agreement to enforce or attempt to enforce any third -party claim or entitlement to
or benefit of any service or program contemplated hereunder, and the County and
the Contractor agree that neither the County nor the Contractor or any agent,
officer, or employee of either shall have the authority to inform, counsel, or
otherwise indicate that any particular individual or group of individuals, entity or
entities, have entitlements or benefits under this Agreement separate and apart,
inferior to, or superior to the community in general or for the purposes
contemplated in this Agreement.
34. 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.
35. 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.
36. EXECUTION IN COUNTERPARTS
This Agreement may be executed in any number of counterparts, each of which
shall be regarded as an original, all of which taken together shall constitute one
and the same instrument any of the parties hereto may execute this Agreement by
signing any such counterpart.
37. 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
12
Agreement and will not be used in the interpretation of any provision of this
Agreement.
38. CONTINGENCY STATEMENT
Monroe County's performance and obligation to pay under this contract is
contingent upon an annual appropriation by the Monroe county Board of County
Commissioners,
IN WITNESS WHEREOF the parties 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.
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