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Item D08BOARD OF COUNTY COMMISSIONERS AGENDA ITEM SUMMARY Meeting Date: March 21, 2007 Division: Public Works Bulk Item: Yes X No _ Department: Facilities Maintenance Staff Contact Person: John W. King, ext 4431 AGENDA ITEM WORDING: Approval to a renewal agreement with Master Mechanical Services, Inc. for the central air conditioning maintenance and repair for the Upper Keys Facilities. ITEM BACKGROUND: On March 14, 2007, the current agreement for a/c maintenance and repair with Master Mechanical Services, Inc. will expire with two one-year options to renew. Staff recommends exercising the first of two options to renew the agreement for an additional one-year period in accordance with Item 63 of the original agreement dated March 15, 2006. PREVIOUS RELEVANT BOCC ACTION: On March 15, 2006, the BOCC approved an agreement with Master Mechanical Services, Inc. CONTRACT/AGREEMENT CHANGES: Renewal to commence on March 15, 2007 and terminate on March 14, 2008, and an increase in cost by the CPI-U of 2.5% as follows: Labor during normal working hours for a mechanic from $65.00 to $66.63 per hour; for mechanic plus helper from $115.00 to $117.88; overtime rate for hours other than normal working hours for a mechanic from $97.50 to $99.94; and mechanic plus helper from $172.50 to $176.81. STAFF RECOMMENDATIONS: Approval as stated above. TOTAL COST: $25,000 not to exceed per year COST TO COUNTY: Same BUDGETED: Yes X No SOURCE OF FUNDS: Ad Valorem REVENUE PRODUCING: Yes No X AMO T PER MONTH Year APPROVED BY: County Atty OMB/Purchasing sk Management DOCUMENTATION: Included X Not Required DISPOSITION: AGENDA ITEM # Revised 2/05 M E M O R A N D U M DATE: February 28, 2007 TO: Dent Pierce, Division Director Public Works FROM: John W. King, Sr. Director Lower Keys Operations RE: Agenda Item — March 21, 2007 BOCC Meeting Approval to Renew Agreement — Upper Keys A/C Master Mechanical Services, Inc. On March 14, 2007, the current agreement for a/c maintenance and repair with Master Mechanical Services, Inc. will expire with two one-year options to renew. Renewal would commence on March 15, 2007 and terminate on March 14, 2008, with an increase in cost by the CPI-U of 2.5% as follows: Labor during normal working hours for a mechanic from $65.00 to $66.63 per hour; for mechanic plus helper from $115.00 to $117.88; overtime rate for hours other than normal working hours for a mechanic from $97.50 to $99.94; and mechanic plus helper from $172.50 to $176.81. I hereby recommend exercising the first of two options to renew the agreement for an additional one-year period in accordance with Item 6.13 of the original agreement dated March 15, 2006. J WK/jbw Enclosures MONROE COUNTY BOARD OF COUNTY COMMISSIONERS CONTRACT SUMMARY Contract with: Master Mechanical Contract # Services, Inc. Effective Date: 03/15/2007 Expiration Date: One year Contract Purpose/Description: Central air conditioning maintenance and repair for the Upper Keys facilities Contract Manager: Jo B. Walters 4549 Facilities Maint/Stop #4 (Name) (Ext.) (Department/Stop #) for BOCC meeting on 03/21/07 Agenda Deadline: 03/06/07 CONTRACT COSTS Total Dollar Value of Contract: $ 25,000 Not to Current Year Portion: Budgeted? Yes X Grant: $ N/A County Match: $ Exceed per $ year No ❑ Account Codes: 20501-- 530340 N/A ADDITIONAL COSTS Estimated Ongoing Costs: $ /yr For: (Not included in dollar value above) (e . maintenance. CONTRACT REVIEW Changes Date In Needed Division Director 3.9 Yes❑ No[� Risk Manage ent n a � Yes❑ NoO �����b t O.M.B./Purc ng 3-1-©? Yes❑ Nop County Attorney �/` d% Yes❑ No0 iti Comments: �o �tr���s ��m r',v 1- ie- ,��A r_), t I �w,i 15,000 app etc.) Date Out P)I( OMB Form Revised 2/27/01 MCP #2 RENEWAL AGREEMENT (Central A/C Maintenance & Repair, Upper Keys Facilities Monroe County, Florida) THIS CONTRACT RENEWAL is made and entered into this day of March, 2007, between the MONROE COUNTY (hereinafter sometimes called "Owner") and MASTER MECHANICAL SERVVCES, 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: 1. 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. 3. 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 BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA MASTER MECHANICAL SERVICES, INC. Witness: Witness: By: MONROE COUNTY ATTORNEY 4PPROVED AS TO RM: 6TILEENE W. ASSEL ASSISTAN COU ?YATTORNEY AGREEMENT THIS AGREEMENT, made and entered into this !S day of A& rvk, , 2006, A.D., 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 entity: CENTRAL A/C MAINTENANCE & REPAIR UPPER KEYS FACIIdTIES 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 1, 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 & USl, NORTH KEY LARGO KEY LARGO LIBRARY U.S. HIGHWAY # 1 MM 101 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 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 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 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 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 $100,000 Bodily Injury by Disease, each employee All coverages shall be provided. If the Contractor has been approved by Florida's Department of Labor, as an authorized self -insurer, the County shall recognize and honor the Contractor's status. The Contractor may be required to submit a Letter of Authorization issued by the Department of Labor and Certificate of Insurance, providing details on the Contractor's Excess Insurance Program. If the Contractor participates in a self-insurance fund, a Certificate of Insurance will be required. In addition, the contractor may be required to submit updated financial statements from the fund upon request from the County. 13. PROFESSIONAL RESPONSIBILITY The Contractor warrants that it is authorized by law to engage in the performance of the activities encompassed by the project herein described, subject to the terms and conditions set forth in these contract documents The provider shall at all times exercise independent, professional judgment and shall assume professional responsibility for the services to be provided. Continued funding by the County is contingent upon retention of appropriate local, state, and/or federal certification and/or licensure of contractor. 14. NOTICE REQUIREMENT Any notice required or permitted under this agreement shall be in writing and hand delivered or mailed, postage prepaid, to the other party by certified mail, returned receipt requested, to the following: FOR COUNTY John King Monroe County Facilities Maintenance 3583 S. Roosevelt Blvd. Key West, FL 33040 FOR CONTRACTOR )k4t/ MeA 06ni C0J &M"u i Ij1$'; NW i(tlr 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 Iaws 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. 6101-6I07) 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. V 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 0 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. KOLHAGE, CLERK .::.' Deputy Clerk Date: i� 2--1 (SEAL) Attest: 0 WITNESS Title: WITNESS Title: BOARD OF COUNTY COMMISSIONERS OF MONROE CO TY, FLORIDA By: Mayor/C ' an CONTRACTOR By Tii MONROE COUNTY ATTORNEY APPROVED AS TO FORM: c o '� a• SUSAAM. GRIMSLE M:K A SISTANT COUNTY ATTORNEY oc�� -� D rn 13