HomeMy WebLinkAbout11/12/2025 Agreement
DATE: November 19, 2025
TO: William DeSantis, Director
Facilities Maintenance
Chrissy Collins
Executive Administrator
Stan Thompson
Contract Manager
fac-cm@monroecounty-fl.gov
FROM: Brynn Morey, Deputy Clerk
SUBJECT: November 12, 2025 BOCC Meeting
The following item has been executed and added to the record.
F30. Approval of an Agreement with Keys Roofing, Inc. for the Key Largo Library Roofing
Project in the amount of $133,500.00. Keys Roofing, Inc. was the lowest responsible and
responsive bidder. This project is funded by Fund 304.
Should you have any questions please feel free to contact me at (305) 292-3550.
cc: County Attorney
Finance
File
KEY WEST MARATHON PLANTATION KEY
500 Whitehead Street 3117 Overseas Highway 88770 Overseas Highway
Key West, Florida 33040 Marathon, Florida 33050 Plantation Key, Florida 33070
Agreement
Between Owner and Contractor
Where the basis of payment is a STIPULATED SUM
AGREEMENT
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Made as of the 12day of November 2025
BETWEEN the Owner: Monroe County Board of County Commissioners
500 Whitehead Street
Key West, Florida 33040
And the Contractor: Keys Roofing, Inc.
P.O. Box 371227
Key Largo, FL 33037
For the following Project: Key Largo Library Roof Replacement
Scope of the Work
The Contractor shall furnish all engineering, labor, supervision, materials, power, tools,
equipment, supplies, permits and any other means of construction necessary or proper for
performing and completing the Scope of Work, unless otherwise specifically stated.
The scope of work includes the removal of the existing roof system down to concrete and the
proper disposal thereof. The Contractor shall install an Energy Efficient 60 MIL TPO Roof
System with 1/4" CoverBoard over concrete and steel deck, including counterflashing up & over
the existing parapet with new coping cap.
ARTICLE 1
The Contract Documents
The Contract Documents consist of this Agreement, Conditions of the Contract (General,
Supplementary and other Conditions), Proposal Documents, Addenda issued prior to execution
of this Agreement, and all required insurance documentation, and Modifications issued after
execution of this Agreement. The Contract represents the entire and integrated agreement
between the parties hereto and supersedes prior negotiations, representations or agreements,
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either written or oral. An enumeration of the Contract Documents, other than Modifications,
appears in Article 9. In the event of a discrepancy between the documents, precedence shall be
determined by the order of the documents as just listed.
ARTICLE 2
The Work of this Contract
The Contractor shall execute the entire Work described in the Contract Documents, except to the
extent specifically indicated in the Contract Documents to be the responsibility of others, or as
follows: N/A
ARTICLE 3
Date of Commencement and Substantial Completion
3.1 The date of commencement is the date to be fixed in a Notice to Proceed issued by the
Owner.
The Contractor shall achieve Substantial Completion of the entire Work not later than
Sixty (60) calendar days after the date of commencement or issuance of a Notice to
Proceed. The time or times stipulated in the contract for completion of the work of the
contract or of specified phases of the contract shall be the calendar date or dates listed in
the milestone schedule.
Liquidated damages will be based on the Substantial Completion Date for all work,
modified by all approved extensions in time as set forth by the Director of Project
Management’s signature of approval on the Certificate of Substantial Completion. The
liquidated damages table below shall be utilized to determine the amount of liquidated
damages.
FIRST SECOND 31ST DAY &
CONTRACT AMOUNT 15 DAYS 15 DAYS THEREAFTER
Under $50,000.00 $50.00/Day $100.00/Day $250.00/Day
$50,000.00-99,999.00 100.00/Day 200.00/Day 750.00/Day
$100,000.00-499,999.00 200.00/Day 500.00/Day 2,000.00/Day
$500,000.00 and Up 500.00/Day 1,000.00/Day 3,500.00/Day
The Contractor’s recovery of damages and sole remedy for any delay caused by the
Owner shall be an extension of time on the Contract.
Uncontrollable Circumstance. Any delay or failure of either Party to perform its
obligations under this Agreement will be excused to the extent that the delay or failure was
caused directly by an event beyond such Party's control, without such Party's fault or
negligence and that by its nature could not have been foreseen by such Party or, if it could
have been foreseen, was unavoidable: (a) acts of God; (b) flood, fire, earthquake,
explosion, tropical storm, hurricane or other declared emergency in the geographic area
of the Project; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats
or acts, riot, or other civil unrest in the geographic area of the Project; (d) government
order or law in the geographic area of the Project; (e) actions, embargoes, or blockades
in effect on or after the date of this Agreement; (f) action by any governmental authority
prohibiting work in the geographic area of the Project; (each, a "Uncontrollable
Circumstance"). The Contractor’s financial inability to perform, changes in cost or
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availability of materials, components, or services, market conditions, or supplier actions or
contract disputes will not excuse performance by the Contractor under this Section. The
Contractor shall give the County written notice within seven (7) days of any event or
circumstance that is reasonably likely to result in an Uncontrollable Circumstance, and the
anticipated duration of such Uncontrollable Circumstance. The Contractor shall use all
diligent efforts to end the Uncontrollable Circumstance, ensure that the effects of
any Uncontrollable Circumstance are minimized and resume full performance under this
Agreement. The County will not pay additional cost as a result of an Uncontrollable
Circumstance. The Contractor may only seek additional time at no cost to the County as
the Owner’s Representative may determine.
ARTICLE 4
Contract Sum
4.1 The owner shall pay the Contractor in current funds for the Contractor’s performance of
the Contract the Contract Sum of One Hundred, Thirty-Three Thousand, Five Hundred
and 00/100 Dollars ($133,500.00) subject to additions and deductions as provided in the
Contract Documents.
4.2 The Contract Sum is based upon the following alternates, if any, which are described in
the Contract Documents and are hereby accepted by the Owner: Addition of removal and
installation of a new Bilco 30X36 roof hatch. Additional $1,500.00, included in the contract
amount.
4.3 Unit prices, if any, are as follows: N/A
ARTICLE 5
Progress Payments
5.1 Based upon Applications for Payment submitted by the Contractor to the Director of
Project Management, and upon approval for payment issued by the Director of the
Department of Facilities and Project Management and Architect, the Owner shall make
progress payments on account of the Contract Sum to the contractor as provided below
and elsewhere in the Contract Documents.
5.2 The period covered by each Application for payment shall be one (1) calendar month
ending on the last day of the month.
5.3 Payment will be made by the Owner, upon receipt of a proper invoice from the Contractor,
in accordance with the Florida Local Government Prompt Payment Act (Section 218.735,
Florida Statutes) and Monroe County Code. The Contractor is to submit to the Owner
invoices with supporting documentation that are acceptable to the Monroe County Office
of Clerk and Comptroller (County Clerk). Acceptability to the County Clerk is based upon
generally accepted accounting principles and such laws, rules and regulations as may
govern the disbursal of funds by the County Clerk. The Owner is exempt from sales and
use taxes. A copy of the tax exemption certificate will be provided by the Owner upon
request.
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5.4 Each Application for Payment shall be based upon the Schedule of Values submitted by
the Contractor in accordance with the Contract Documents. The Schedule of Values shall
allocate the entire Contract Sum among the various portions of the Work and be prepared
in such form and supported by such data to substantiate its accuracy as the Director of
the Department of Facilities and Project Management may require. This schedule, unless
objected to by the Director of the Department of Facilities and Project Management, shall
be used as a basis for reviewing the Contractor’s Applications for Payment.
5.5 Applications for Payment shall indicate the percentage of completion of each portion of
the Work as of the end of the period covered by the Application for Payment.
5.6 Subject to the provisions of the Contract Documents, the amount of each progress
payment shall be computed as follows:
5.6.1 Take that portion of the Contract Sum properly allocable to completed Work as determined
by multiplying the percentage completion of each portion of the Work by the share of the
total Contract Sum allocated to that portion of the Work in the Schedule of Values, less
retainage of five percent (5%). Pending final determination of cost to the Owner of changes
in the Work, amounts not in dispute may be included in Applications for Payment. The
amount of credit to be allowed by the Contractor to the Owner for a deletion or change
which results in a net decrease in the Contract Sum shall be the net cost to the Owner,
less Overhead, Profit and Documented Costs incurred prior to the change Request, as
indicated in the corresponding line item in the Approved Schedule of Values for that line
item as confirmed by the Director of the Department of Facilities and Project Management.
When both additions and credits covering related Work or substitutions are involved in a
change, the allowance for overhead and profit shall be figured on the basis of net increase,
if any, with respect to that change.
5.6.2 Add that portion of the Contract Sum properly allocable to materials and equipment
delivered and suitably stored at the site for subsequent incorporation in the completed
construction (or, if approved in advance by the Owner, suitably stored off the site at a
location agreed upon in writing), less retainage;
5.6.3 Subtract the aggregate of previous payments made by the Owner; and
5.6.4 Subtract amounts, if any, for which the Director of the Department of Facilities and Project
Management has withheld or nullified a Certificate for Payment as provided in Paragraph
9.5 of the General Conditions.
5.7 The progress payment amount determined in accordance with Paragraph 5.6 shall be
further modified under the following circumstances:
5.7.1 Add, upon Substantial Completion of the Work, a sum sufficient to increase the total
payments to Ninety-five percent (95%) of the Contract Sum, less such an amount equal
to 150 percent (150%) of the estimated cost to complete the items in accordance with
Subparagraph 9.8.2 of the General Conditions as the Owner recommends and determines
for incomplete Work and unsettled claims, including the assessment of liquidated
damages; and
5.7.2 Within 20 business days after the list of incomplete Work is created, the Owner must pay
the Contractor the remaining Contract Sum that includes all retainages previously withheld
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by the Owner less an amount equal to 150 percent (150%) of the estimated cost to
complete the incomplete Work (i.e., “punch” list items).
5.7.3 If final completion of the Work is thereafter materially delayed through no fault of the
Contractor, any additional amounts payable in accordance with Subparagraph 9.10.3 of
the General Conditions.
ARTICLE 6
Final Payment
Final payment, constituting the entire unpaid balance of the Contract Sum, shall be made by the
Owner to the Contractor when (1) the Contract has been fully performed by the Contractor and
the work has been accepted by the Owner except for the Contractor’s responsibility to correct
nonconforming Work as provided in Subparagraph 12.2.2 of the General Conditions and to satisfy
other requirements, if any, which necessarily survive final payment, and (2) a final approval for
payment has been issued by the Director of the Department of Facilities and Project Management.
Such final payment shall be made by the Owner not more than twenty (20) days after the issuance
of the final approval for payment. The following documents (Samples in Section 01027,
Application for Payment) are required for Final Payment:
(1) Application and Certificate for Payment
(2) Continuation Sheet
(3) Certificate of Substantial Completion
(4) Contractor’s Affidavit of Debts and Claims
(5) Contractor’s Affidavit of Release of Liens
(6) Final Release of Lien
(7) Contractor shall provide two (2) hard copies in tabulated divided binders and
one (1) saved electronically tabbed and indexed in Adobe Acrobat file (.PDF)
format delivered on a common form (i.e. flash drive) of all the following, but
not limited to:
A. Project Record Documents (As Built Documents).
B. Operating and maintenance data, instructions to the Owner's personnel.
C. Warranties, bond and guarantees.
D. Keys and keying schedule.
E. Spare parts and maintenance materials.
F. Electronic copies of approved submittals.
G. Evidence of payment and final release of liens and consent of surety to final
release (includes final release from all utilities and utility companies).
H. Copies of either a Certificate of Completion or Certificate of Occupancy issued
by the Monroe County Building Department.
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ARTICLE 7
Miscellaneous Provisions
7.1 Where reference is made in this Agreement to a provision of the General Conditions or
another Contract Document, the reference refers to that provision as amended or
supplemented by other provisions of the Contract Documents.
7.2 Payment shall be made according to the Florida Local Government Prompt Payment Act
and Monroe County Code.
7.3 Temporary facilities and services: As described in Section 01500, Temporary Facilities, of
the General Conditions.
7.4 Annual Appropriation. Monroe County’s performance and obligation to pay under this
contract 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.
7.5 A person or affiliate who has been placed on the convicted vendor list following a
conviction for 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, proposal, or reply on a contract to
supply any goods or services to a public entity, may not submit a bid, proposal, or reply
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 public entity, may not be awarded
or perform work as a contractor, 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, Florida Statutes for CATEGORY TWO
for a period of thirty-six (36) months from the date of being placed on the convicted vendor
list.
7.6 The following items are included in this contract:
a) Maintenance of Records. Contractor shall maintain all books, records, and documents
directly pertinent to performance under this Agreement in accordance with generally
accepted accounting principles consistently applied. Records shall be retained for a
period of seven (7) years from the termination of this Agreement or in accordance with
the State of Florida retention schedules (https://dos.fl.gov/library-archives/records-
management/general-records-schedules/), whichever is greater. 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 seven (7) years following the
termination of this Agreement. If an auditor employed by the County or County Clerk
determines that monies paid to Contractor pursuant to this Agreement were spent for
purposes not authorized by this Agreement, or were wrongfully retained by the
Contractor, the Contractor shall repay the monies together with interest calculated
pursuant to Section 55.03, Florida Statutes, running from the date the monies were
paid by the Owner.
Right to Audit.
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Availability of Records. The records of the parties to this Agreement relating to the
Project, which shall include but not be limited to accounting records (hard copy, as
well as computer readable data if it can be made available; subcontract files (including
proposals of successful and unsuccessful bidders, bid recaps, bidding instructions,
bidders list, etc); original estimates; estimating work sheets; correspondence; change
order files (including documentation covering negotiated settlements); backcharge
logs and supporting documentation; general ledger entries detailing cash and trade
discounts earned, insurance rebates and dividends; any other supporting evidence
deemed necessary by the Owner or by the County Clerk to substantiate charges
related to this Agreement, and all other agreements, sources of information and
matters that may in Owner’s or the County Clerk’s reasonable judgment have any
bearing on or pertain to any matters, rights, duties or obligations under or covered by
any contract document (all foregoing hereinafter referred to as “Records”) shall be
open to inspection and subject to audit and/or reproduction by the Owner’s
representative and/or agents of the Owner or the County Clerk. The Owner or County
Clerk may also conduct verifications such as, but not limited to, counting employees
at the job site, witnessing the distribution of payroll, verifying payroll computations,
overhead computations, observing vendor and supplier payments, miscellaneous
allocations, special charges, verifying information and amounts through interviews
and written confirmations with employees, Subcontractors, suppliers, and contractors’
representatives. All records shall be kept for ten (10) years after Final Completion of
the Project. The County Clerk possesses the independent authority to conduct an
audit of records, assets, and activities relating to this Project. If an auditor employed
by the County or County Clerk determines that monies paid to the Contractor pursuant
to this Agreement were spent for purposes not authorized by this Agreement, or were
wrongfully retained by the Contractor, the Contractor shall repay the monies together
with interest calculated pursuant to Section 55.03, Florida Statutes, running from the
date the monies were paid to the Contractor. The Right to Audit provisions survive the
termination or expiration of this Agreement.
b) 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 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 this Agreement, the County and Contractor agree that venue shall
lie in the appropriate court or before the appropriate administrative body in Monroe
County, Florida. The Parties waive their rights to trial by jury. 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.
c) 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
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provision with a valid provision that comes as close as possible to the intent of the
stricken provision.
d) 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 and court costs as an award against the
non-prevailing party and shall include attorney’s fees and court costs in appellate
proceedings.
e) 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.
f) 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. Each party agrees that it has had
ample opportunity to submit this Contract to legal counsel of its choice and enters into
this agreement freely, voluntarily and with advice of counsel.
g) Claims for Federal or State Aid. The 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. Any conditions imposed as a result of the funding that
affect the Project will be provided to each party.
h) Adjudication of Disputes or Disagreements. The 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 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 Agreement is not subject to arbitration. This provision does not negate or waive
the provisions of Section 7.4, Section 7.6 or Article 8 concerning termination or
cancellation.
i) 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, the 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. The County and Contractor specifically agree that no party to this
Agreement shall be required to enter into any arbitration proceedings related to this
Agreement.
j) Nondiscrimination/Equal Employment Opportunity. The parties 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. The parties 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 VII of the Civil Rights
Act of 1964 (PL 88-352), which prohibits discrimination in employment on the basis of
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race, color, religion, sex, and national origin; 2) Title IX of the Education Amendment
of 1972, as amended (20 USC §§ 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 § 794), which prohibits discrimination on the basis of disability; 4)
The Age Discrimination Act of 1975, as amended (42 USC §§ 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, §§ 523 and 527 (42 USC §§ 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 §§ 3601 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 §§ 12101 Note), as may be amended from time to
time, relating to nondiscrimination in employment on the basis of disability; 10) Monroe
County Code Chapter 14, Article II, which prohibits discrimination on the basis of race,
color, sex, religion, national origin, ancestry, sexual orientation, gender identity or
expression, familial status or age; and 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.
k) Covenant of No Interest. The 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.
l) Code of Ethics. The 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.
m) 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.
n) Employment or Retention of Former County Officers or Employees. The Contractor
warrants that it has not employed, retained or otherwise had act on its behalf any
former County officer or employee in violation of Section 2-149, Monroe County Code
of Ordinances or any County officer or employee in violation of Section 2-150, Monroe
County Code of Ordinances. For breach or violation of this provision the County may,
in its discretion, terminate this contract without liability and may also, in its discretion,
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deduct from the contract or purchase price, or otherwise recover the full amount of any
fee, commission, percentage, gift, or consideration paid to the former County officer
or employee pursuant to Subsection 2-152(b), Monroe County Code of Ordinances.
o) Public Records Compliance. The Contractor must comply with Florida public records
laws, including, but not limited to, Chapter 119, Florida Statutes and Section 24 of
Article I of the Constitution of Florida. The County and Contractor shall allow and
permit reasonable access to, and inspection of, all documents, records, papers, letters
or other “public record” 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 contract and related to contract performance. The
County shall have the right to unilaterally cancel this contract upon violation of this
provision by the Contractor. Failure of the Contractor to abide by the terms of this
provision shall be deemed a material breach of this contract and the County may
enforce the terms of this provision in the form of a court proceeding and shall, as a
prevailing party, be entitled to reimbursement of all attorney’s fees and costs
associated with that proceeding. This provision shall survive any termination or
expiration of the contract.
The Contractor is encouraged to consult with its advisors about Florida Public Records
Law in order to comply with this provision.
Pursuant to Section 119.0701, Florida Statutes and the terms and conditions of this
contract, the Contractor is required to:
(1) Keep and maintain public records that would be required by the County to
perform the service.
(2) Upon receipt from the County’s custodian of records, provide the County with
a copy of the requested records or allow the records to be inspected or copied
within a reasonable time at a cost that does not exceed the cost provided in
this chapter or as otherwise provided by law.
(3) Ensure that public records that are exempt or confidential and exempt from
public records disclosure requirements are not disclosed except as
authorized by law for the duration of the contract term and following
completion of the contract if the contractor does not transfer the records to
the County.
(4) Upon completion of the contract, transfer, at no cost, to the County all public
records in possession of the Contractor or keep and maintain public records
that would be required by the County to perform the service. If the Contractor
transfers all public records to the County upon completion of the contract, the
Contractor shall destroy any duplicate public records that are exempt or
confidential and exempt from public records disclosure requirements. If the
Contractor keeps and maintains public records upon completion of the
contract, the Contractor shall meet all applicable requirements for retaining
public records. All records stored electronically must be provided to the
County, upon request from the County’s custodian of records, in a format that
is compatible with the information technology systems of the County.
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(5) A request to inspect or copy public records relating to a County contract must
be made directly to the County, but if the County does not possess the
requested records, the County shall immediately notify the Contractor of the
request, and the Contractor must provide the records to the County or allow
the records to be inspected or copied within a reasonable time.
If the Contractor does not comply with the County’s request for records, the County
shall enforce the public records contract provisions in accordance with the contract,
notwithstanding the County’s option and right to unilaterally cancel this contract upon
violation of this provision by the Contractor. A Contractor who fails to provide the
public records to the County or pursuant to a valid public records request within a
reasonable time may be subject to penalties under Section 119.10, Florida Statutes.
The Contractor shall not transfer custody, release, alter, destroy or otherwise dispose
of any public records unless or otherwise provided in this provision or as otherwise
provided by law.
IF THE CONTRACTOR HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO
THE CONTRACTOR’S DUTY TO PROVIDE PUBLIC RECORDS
RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN
OF PUBLIC RECORDS AT: MONROE COUNTY ATTORNEY'S
TH
OFFICE, 1111 12 ST., SUITE 408, KEY WEST, FL
33040, publicrecords@monroecounty-fl.gov, (305) 292-3470.
p) Non-Waiver of Immunity. Notwithstanding the provisions of Section 768.28, Florida
Statutes, the participation of the Contractor and the County 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.
q) Privileges and Immunities. All of the privileges and immunities from liability,
exemptions from laws, ordinances, and rules and pensions and relief, disability,
workers’ compensation, and other benefits which apply to the activity of officers,
agents, or employees of any public agents or employees of the County, when
performing their respective functions under this Agreement within the territorial limits
of the County shall apply to the same degree and extent to the performance of such
functions and duties of such officers, agents, volunteers, or employees outside the
territorial limits of the County.
r) Legal Obligations and Responsibilities. This Agreement is not intended to relieve, 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.
s) Non-Delegation of Constitutional or Statutory Duties. This Agreement is not intended
to authorize, nor shall it be construed as authorizing, the delegation of the
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constitutional or statutory duties of the County, except to the extent permitted by the
Florida constitution, state statute, and case law.
t) 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.
u) Attestations. The Contractor agrees to execute such documents as the County may
reasonably require, including a Public Entity Crime Statement, an Ethics Statement,
and a Drug-Free Workplace Statement.
v) 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.
w) 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 the parties hereto
may execute this Agreement by signing any such counterpart.
x) Hold Harmless, Indemnification, and Defense. Notwithstanding any minimum
insurance requirements prescribed elsewhere in this Agreement, the Contractor shall
defend, indemnify and hold the County and the County’s elected and appointed
officers and employees harmless from and against (i) any claims, actions or causes of
action, (ii) any litigation, administrative proceedings, appellate proceedings, or other
proceedings relating to any type of injury (including death), loss, damage, fine, penalty
or business interruption, and (iii) any costs or expenses that may be asserted against,
initiated with respect to, or sustained by, any indemnified party by reason of, or in
connection with, (A) any activity of Contractor or any of its employees, agents,
contractors or other invitees during the term of this Agreement, (B) the negligence or
recklessness, intentional wrongful misconduct, errors or other wrongful act or omission
of the Contractor or any of its employees, agents, sub-contractors or other invitees, or
(C) the Contractor's default in respect of any of the obligations that it undertakes under
the terms of this Agreement, except to the extent the claims, actions, causes of action,
litigation, proceedings, costs or expenses arise from the intentional or sole negligent
acts or omissions of the County or any of its employees, agents, contractors or invitees
(other than the Contractor). The monetary limitation of liability under this contract shall
be equal to the dollar value of the contract and not less than $1 million per occurrence
pursuant to Section 725.06, Florida Statutes. The limits of liability shall be as set forth
in the insurance requirements included in this Agreement. Insofar as the claims,
actions, causes of action, litigation, proceedings, costs or expenses relate to events
or circumstances that occur during the term of this Agreement, this section will survive
Page 12 of 30
the expiration of the term of this Agreement or any earlier termination of this
Agreement.
In the event that 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. Should any claims be asserted against
the County by virtue of any deficiency or ambiguity in the plans and specifications
provided by the Contractor, the Contractor agrees and warrants that the Contractor
shall hold the County harmless and shall indemnify it from all losses occurring thereby
and shall further defend any claim or action on the County’s behalf.
The extent of liability is in no way limited to, reduced, or lessened by the insurance
requirements contained elsewhere within this Agreement.
This indemnification shall survive the termination of this Contract. Nothing contained
in this paragraph is intended to nor shall it constitute a waiver of the County’s sovereign
immunity.
y) 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.
z) Disadvantaged Business Enterprise (DBE) Policy and Obligation. It is the policy of the
County that DBE’s, as defined in 49 C.F.R. Part 26, as amended, shall have the
opportunity to participate in the performance of contracts financed in whole or in part
with County funds under this agreement. The DBE requirements of applicable federal
and state laws and regulations apply to this Agreement. The County and Contractor
agree to ensure that DBE’s have the opportunity to participate in the performance of
the Agreement. In this regard, all recipients and contractors shall take all necessary
and reasonable steps in accordance with applicable federal and state laws and
regulations to ensure that DBE’s have the opportunity to compete and perform
contracts. The County and Contractor and subcontractors shall not discriminate on the
basis of race, color, national origin or sex in award and performance of contracts,
entered pursuant to this Agreement.
aa) Agreements with Subcontractors. In the event that the Contractor subcontracts any or
all of the work in this project to any third party, the Contractor specifically agrees to
identify the County as an additional insured on all insurance policies required by the
County. In addition, the Contractor specifically agrees that all agreements or contracts
of any nature with its subcontractors shall include the County as additional insured.
bb) Florida Green Building Coalition Standards. Monroe County requires its buildings to
conform to Florida Green Building Coalition standards.
Special Conditions, if any, are detailed in Section 00100 of the Project Manual for this
Project.
cc) 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
Page 13 of 30
Commissioners of Monroe County. No statement contained in this Agreement shall be
construed so as to find the Contractor or any of its employees, subcontractors,
servants, or agents to be employees of the Board of County Commissioners of Monroe
County.
dd) E-Verify System. Beginning January 1, 2021, in accordance with Section 448.095,
Florida Statutes, the Contractor and any subcontractor shall register with and shall
utilize the U.S. Department of Homeland Security’s E-Verify system to verify the work
authorization status of all new employees hired by the Contractor during the term of
the Contract and shall expressly require any subcontractors performing work or
providing services pursuant to the Contract to likewise utilize the U.S. Department of
Homeland Security’s E-Verify system to verify the work authorization status of all new
employees hired by the subcontractor during the Contract term. Any subcontractor
shall provide an affidavit stating that the subcontractor does not employ, contract with,
or subcontract with an unauthorized alien. The Contractor shall comply with and be
subject to the provisions of Section 448.095, Florida Statutes. Pursuant to Section
448.095:
1. A public agency, Bidder, or subcontractor who has a good faith belief that a person
or an entity with which it is contracting has knowingly violated s. 448.09(1) shall
terminate the contract with the person or entity.
2. A public agency that has a good faith belief that a subcontractor knowingly violated
this subsection, but the Bidder otherwise complied with this subsection, shall
promptly notify the Bidder and order the Bidder to immediately terminate the
contract with the subcontractor.
3. A contract terminated under this paragraph is not a breach of contract and may not
be considered as such. If a public agency terminates a contract with a Bidder under
this paragraph, the Bidder may not be awarded a public contract for at least 1 year
after the date on which the contract was terminated. A Bidder is liable for any
additional costs incurred by a public agency as a result of the termination of a
contract.
ee) Entire Agreement. This writing embodies the entire agreement and understanding
between the parties hereto, and there are no other agreements and understandings,
oral or written, with reference to the subject matter hereof that are not merged herein
and superseded hereby. Any amendment to this Agreement shall be in writing,
approved by the Board of County Commissioners, and signed by both parties before
it becomes effective.
7.7 Any written notices or correspondence given pursuant to this contract shall be sent by
United States Mail, certified, return receipt requested, postage prepaid, or by courier with
proof of delivery. The place of giving Notice shall remain the same as set forth herein until
changed in writing in the manner provided in this paragraph. Notice is deemed received
by Contractor when hand delivered by national courier with proof of delivery or by U.S.
Mail upon verified receipt or upon the date of refusal or non-acceptance of delivery.
Notice shall be sent to the following persons:
For Contractor: Keys Roofing, Inc.
ATTN: Jimmy Samples
P.O. Box 371227
Key Largo, FL 33037
Page 14 of 30
For Owner:
Director of Facilities Management Assistant County Administrator, PW & E
123 Overseas Hwy. 1100 Simonton Street Room 2-216
Key West, Florida 33040 Key West, Florida 33040
County Attorney
th
1111 12Street, Suite 408
Key West, Florida 33040
ARTICLE 8
Termination or Suspension
8.1 The Contract may be terminated by the Owner as provided in Article 14 of the General
Conditions.
8.2 In the event that the Contractor shall be found to be negligent in any aspect of service, the
County shall have the right to terminate this Agreement after five (5) calendar days’ written
notification to the Contractor.
8.3 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.
8.4 Termination for Cause and Remedies: In the event of breach of any contract terms, the
County retains the right to terminate this Agreement. The County may also terminate this
Agreement for cause with the Contractor should the Contractor fail to perform the
covenants herein contained at the time and in the manner herein provided. In the event
of such termination, prior to termination, the County shall provide the Contractor with
seventy-two (72) hours’ written notice and provide the Contractor with an opportunity to
cure the breach that has occurred. If the breach is not cured, the Agreement will be
terminated for cause. If the County terminates this Agreement with the Contractor, the
County shall pay the Contractor the sum due the Contractor under this Agreement prior to
termination, unless the cost of completion to the County exceeds the funds remaining in
the contract. However, the County reserves the right to assert and seek an offset for
damages caused by the breach. The maximum amount due to the Contractor shall not in
any event exceed the spending cap in this Agreement. In addition, the County reserves
all rights available to recoup monies paid under this Agreement, including the right to sue
for breach of contract and including the right to pursue a claim for violation of the County’s
False Claims Ordinance, located at Section 2-721 et al. of the Monroe County Code.
8.5 Termination for Convenience: The County may terminate this Agreement for convenience,
at any time, upon thirty (30) days’ written notice to the Contractor. If the County terminates
this Agreement with the Contractor, the County shall pay the Contractor the sum due the
Contractor under this Agreement prior to termination, unless the cost of completion to the
County exceeds the funds remaining in the contract. The maximum amount due to the
Contractor shall not exceed the spending cap in this Agreement.
8.6 For Contracts of any amount, if the County determines that the Contractor/Consultant has
submitted a false certification under Subsection 287.135(5), Florida Statutes or has been
Page 15 of 30
placed on the Scrutinized Companies that Boycott Israel List, or is engaged in a boycott
of Israel, the County shall have the option of (1) terminating the Agreement after it has
given the Contractor/Consultant written notice and an opportunity to demonstrate the
agency’s determination of false certification was in error pursuant to Subsection
287.135(5)(a), Florida Statutes, or (2) maintaining the Agreement if the conditions of
Subsection 287.135(4), Florida Statutes, are met.
8.7 For Contracts of $1,000,000 or more:
a) If the County determines that the Contractor/Consultant submitted a false
certification under Subsection 287.135(5), Florida Statutes, the County shall have the
option of (1) immediately terminating the Agreement after it has given the
Contractor/Consultant written notice and an opportunity to demonstrate the agency’s
determination of false certification was in error pursuant to Subsection 287.135(5)(a),
Florida Statutes, or (2) maintaining the Agreement if the conditions of Subsection
287.135(4), Florida Statutes, are met.
b) If the Contractor/Consultant has been placed on the Scrutinized Companies with
Activities in the Sudan List, or if the Contractor/Consultant has been placed on a list
created pursuant to Section 215.473, Florida Statutes relating to scrutinized active
business operations in Iran, or been engaged in business operations in Cuba or Syria, the
County shall have the option of (1) terminating the Agreement, or (2) maintaining the
Agreement, at the County’s option, if the conditions of Subsection 287.135(4), Florida
Statutes, are met.
ARTICLE 9
Enumeration of Contract Documents
9.1 The Contract Documents, except for Modifications issued after execution of this
Agreement, are enumerated as follows: N/A
9.1.1 The Agreement is this executed Standard Form of Agreement Between the Owner and
Contractor.
9.1.2 The General Conditions are the General Conditions of the Contract for Construction and
can be found at the following link on the Monroe County web page:
http://fl-monroecounty.civicplus.com/Bids.aspx?CatID=18
9.1.3 The Supplementary and other Conditions of the Contract are those contained in the
Request for Proposals.
9.1.4 The Addenda, if any, are as follows:
Number Date # of Pages
1 N/A
2
3
Page 16 of 30
GENERAL REQUIREMENTS
Where Facilities Management is Not a Constructor
Section 00120 Required County Forms
Section 00130 Insurance Requirements
Section 00750 General Conditions
Section 00970 Project Safety and Health Plan
Section 00980 Contractor Quality Control Plan
Section 01015 Contractor’s Use of the Premises
Section 01027 Application for Payment
Section 01030 Alternates
Section 01040 Project Coordination
Section 01045 Cutting and Patching
Section 01050 Field Engineering
Section 01200 Project Meetings
Section 01301 Submittals
Section 01310 Progress Schedules
Section 01370 Schedule of Values
Section 01385 Daily Construction Reports
Section 01395 Request for Information – (RFI)
Section 01410 Testing Laboratory Services
Section 01421 Reference Standards and Definitions
Section 01500 Temporary Facilities
Section 01520 Construction Aids
Section 01550 Access Roads and Parking Areas
Section 01560 Temporary Controls
Section 01590 Field Offices and Sheds
Section 01595 Construction Cleaning
Section 01600 Material and Equipment
Section 01630 Post-Proposal Substitutions
Section 01640 Product Handling
Section 01700 Contract Closeout
Section 01710 Final Cleaning
Section 01720 Project Record Documents
Section 01730 Operation and Maintenance Data
Section 01740 Warranties
Page 18 of 30
INSURANCE REQUIREMENTS AND FORMS
MONROE COUNTY, FLORIDA RISK MANAGEMENT POLICY AND
PROCEDURES
General Insurance Requirements For
Other Contractors, Subcontractors and Professional Services
As a pre-requisite of the work and services governed, or the goods supplied under this contract
(including the pre-staging of personnel and material), the Contractor shall obtain, at his/her own
expense, insurance as specified in any attached schedules, which are made part of this contract.
The Contractor will ensure that the insurance obtained will extend protection to all Subcontractors
engaged by the Contractor. Alternatively, the Contractor may require all Subcontractors to obtain
insurance consistent with the attached schedules.
The Contractor will not be permitted to commence work governed by this contract (including pre-
staging of personnel and material) until satisfactory evidence of the required insurance has been
furnished to the County as specified below. Delays in the commencement of work, resulting from
the failure of the Contractor to provide satisfactory evidence of the required insurance, shall not
extend deadlines specified in this contract and any penalties and failure to perform assessments
shall be imposed as if the work commenced on the specified date and time, except for the
Contractor’s failure to provide satisfactory evidence.
The Contractor shall maintain the required insurance throughout the entire term of this contract
and any extensions specified in the attached schedules. Failure to comply with this provision may
result in the immediate suspension of all work until the required insurance has been reinstated or
replaced. Delays in the completion of work resulting from the failure of the Contractor to maintain
the required insurance shall not extend deadlines specified in this contract and any penalties and
failure to perform assessments shall be imposed as if the work had not been suspended, except
for the Contractor’s failure to maintain the required insurance.
The Contractor will be held responsible for all deductibles and self-insured retentions that may be
contained in the Contractor’s Insurance policies.
The Contractor shall provide, to the County, as satisfactory evidence of the required insurance,
either:
•Certificate of Insurance or
•A Certified copy of the actual insurance policy.
The County, at its sole option, has the right to request a certified copy of any or all insurance
policies required by this contract.
Page 26 of 30
All insurance policies must specify that they are not subject to cancellation, non-renewal, material
change, or reduction in coverage unless a minimum of thirty (30) days prior notification is given
to the County by the insurer.
The acceptance and/or approval of the Contractor’s insurance shall not be construed as relieving
the Contractor from any liability or obligation assumed under this contract or imposed by law.
The Monroe County Board of County Commissioners, its employees and officials will be included
as “Additional Insured” on all policies, except for Workers’ Compensation.
Any deviations from these General Insurance Requirements must be requested in writing on the
County prepared form entitled “Request for Waiver of Insurance Requirements” and
approved by Monroe County Risk Management Department.
Page 27 of 30
PROPOSER’S INSURANCE AND INDEMNIFICATION STATEMENT
INSURANCE REQUIREMENTS
Workers’ Compensation Statutory Limits
Employers’ Liability$100,000 Bodily Injury by Accident
$500,000 Bodily Injury by Disease, policy
limits
$100,000 Bodily Injury by Disease each
employee
General Liability $500,000 Combined Single Limit
Vehicle$200,000 per Person
(Owned, non-owned, and hired vehicles)$300,000 per Occurrence
$200,000 Property Damage
or
$300,000 Combined Single Limit
Builders RiskNot Required
Construction Bond Not Required
The Monroe County Board of County Commissioners shall be named as Additional
Insured on General Liability and Vehicle policies.
INDEMNIFICATION, HOLD HARMLESS and DEFENSE. Notwithstanding any minimum
insurance requirements prescribed elsewhere in this agreement, Contractor shall defend,
indemnify and hold the County and the County’s elected and appointed officers and employees
harmless from and against (i) any claims, actions or causes of action, (ii) any litigation,
administrative proceedings, appellate proceedings, or other proceedings relating to any type of
injury (including death), loss, damage, fine, penalty or business interruption, and (iii) any costs or
expenses that may be asserted against, initiated with respect to, or sustained by, any indemnified
party by reason of, or in connection with, (A) any activity of Contractor or any of its employees,
agents, contractors or other invitees during the term of this Agreement, (B) the negligence or
recklessness, intentional wrongful misconduct, errors or other wrongful act or omission of
Contractor or any of its employees, agents, sub-contractors or other invitees, or (C) Contractor’s
default in respect of any of the obligations that it undertakes under the terms of this Agreement,
except to the extent the claims, actions, causes of action, litigation, proceedings, costs or
expenses arise from the intentional or sole negligent acts or omissions of the County or any of its
employees, agents, contractors or invitees (other than Contractor). The monetary limitation of
liability under this contract shall be not less than $1 million per occurrence pursuant to Section
725.06, Florida Statutes. Insofar as the claims, actions, causes of action, litigation, proceedings,
costs or expenses relate to events or circumstances that occur during the term of this Agreement,
Page 28 of 30
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