Removal of Kimilu
CONTRACT FOR SERVICES
THIS CONTRACT is entered into by MONROE COUNTY, a political
subdivision of the State of Florida, whose address is the Marathon Government
Center, 2798 Overseas Highway, Marathon, Florida 33050, hereafter the County,
and Spirit Marine Towing & Assistance, hereafter CONTRACTOR.
Section 1.
Scope. The CONTRACTOR and the County, for the
consideration named agree as follows: CONTRACTOR agrees to remove and
legally dispose of the "Kimilu," a shrimp boat located off of Stock Island,
Monroe County.
Photograph attached as Exhibit A.
Section 2.
Reporting. In consideration of the services described above,
CONTRACTOR agrees to provide photographs of the removal process in all
phases.
Section 3.
Payment. The County will provide payment in the amount of
$49,800 to the CONTRACTOR within 30 days of receipt of an invoice The
invoice must provide supporting documentation of the favorable removal and
lawful disposal of the aforementioned vessel for payment to be finalized.
Section 4.
Contract Termination. Either party may terminate this
Contract because of the failure of the other party to perform its obligations
BC041221 Spirit Contract Kimilu
11/19/200411:41 AM
under the Contract. If the County terminates this Contract because of the
CONTRACTOR's failure to perform, then the County must pay the
CONTRACTOR the amount due for all work satisfactorily completed as
determined by the County up to the date of the CONTRACTOR's failure to
perform but minus any damages the County suffered as a result of the
CONTRACTOR's failure to perform. The damage amount must be reduced by
the amount saved by the County as a result of the Contract termination. If the
amount owed the CONTRACTOR by the County is not enough to compensate
the County, then the CONTRACTOR is liable for any additional amount
necessary to adequately compensate the County up to the amount of the
Contract price.
Section 5.
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.
Each party to this Agreement or their authorized representatives shall have
reasonable and timely access to such records of each other party to this
Agreement for public records purposes during the term of the Agreement and
for four years following the termination of this Agreement. If an auditor
employed by the County or Clerk determines that monies paid to
CONTRACTOR pursuant to this Agreement were spent for purposes not
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authorized by this Agreement, the CONTRACTOR shall repay the monies
together with interest calculated pursuant to Sec. 55.03; FS, running from the
date the monies were paid to CONTRACTOR.
Section 6.
Employees Subject to County Ordinance Nos. 010 and 020-
1990. The CONTRACTOR warrants that it has not employed, retained, or
otherwise had act on its behalf any former County officer or employee subject
to the prohibition of Section 2 of Ordinance No. 010-1990 or any County
officer or employee in violation of Section 3 of Ordinance No. 020-1990. For
breach or violation of this provision, the County, in its discretion, may
terminate this Contract without liability and may also, in its discretion, 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.
Section 7.
Convicted Vendor. 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 on a contract with a public entity for the
construction or repair of a public building or public work, may not perform
work as a contractor, supplier, subcontractor, or CONTRACTOR under
contract with any public entity, and may not transact business with any public
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entity in excess of the threshold amount provided in Section 287.017 of the
Florida Statutes, for the Category two for a period of 36 months from the date
of being placed on the convicted vendor list.
Section 8.
Insurance.
Prior to execution of this agree, the
CONTRACTOR shall furnish the County Certificates of insurance
indicating the following coverage's or in excess thereof:
· Workers Compensation in the amount of statutory limits as specified in
Florida Statutes 440.
. Employers Liability with:
$100,000 Bodily Injury by Accident;
$500,000 Bodily Injury by Disease, policy limits; and
$100,000 Bodily Injury by Disease, each employee.
· General Liability (Premises operations, blanket contractual, expanded
definition of property damage, products & completed operations,
personal injury) with:
$100,000 per Person;
$300,000 per occurrence; and
$50,000 property damage.
· Vehic1e Liability with:
$50,000 per Person;
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$100,000 per occurrence; and
$25,000 property damage or $100,000 combined single limit.
. Watercraft Liability:
$250,000 per Occurrence; and
$500,000 Aggregate.
. Pollution Liability:
500,000 per Occurrence; and
1,000,000 Aggregate.
Section 9.
Communication between Parties.
All communication
between the parties should be through the following individuals or their
designees:
Monroe County
CONTRACTOR
Kim McGee-Marine Projects
Coordinator
Department of Marine Resources
Marine Projects Sections
5503 College Rd., Suite 201
Key West, Fl33040
John Coffin
Spirit Marine Towing & Assistance
PO Box 244
Big Pine Key, Fl 33043
Section 10.
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
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11/19/200411:41 AM 5
proceeding is instituted for the enforcement or interpretation of this Agreement,
the County and CONTRACTOR agree that venue will lie in the appropriate
court or before the appropriate administrative body in Monroe County, Florida.
Section 11.
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.
Section 12.
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.
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Section 13.
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, courts 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.
Section 14.
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.
Section 15.
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.
Section 16.
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;
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provided that all applications, requests, grant proposals, and funding
solicitations shall be approved by each party prior to submission.
Section 17.
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 no resolution can be agreed upon within 30 days after the first meet
and confer session, the issue or issues shall be discussed at a public meeting of
the Board of County Commissioners. If the issue or issues are still not resolved
to the satisfaction of 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.
Section 18.
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.
Section 19.
Nondiscrimination. County and CONTRACTOR agree that
there will be no discrimination against any person, and it is expressly
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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 SSe
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 SSe 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, SSe 523 and 527
(42 USC SSe 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
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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.
Section 20.
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.
Section 21.
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 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.
Section 22.
No Solicitation/Payment. The County and CONTRACTOR
warrant that, in respect to itself, it has neither employed nor retained any
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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.
Section 23.
Public Access. The County and CONTRACTOR shall allow
and permit reasonable access to, and inspection of, all documents, papers,
letters or other materials in its possession or under its control subject to the
provisions of Chapter 119, Florida Statutes, and made or received by the
County and CONTRACTOR in conjunction with this Agreement; and the
County shall have the right to unilaterally cancel this Agreement upon violation
of this provision by CONTRACTOR.
Section 24.
Non-Waiver of Immunity. Notwithstanding he provisions of
Sec. 286.28, Florida Statutes, the participation of the County and the
CONTRACTOR in this Agreement and the acquisition of any commercial
liability msurance coverage, self-insurance coverage, or local government
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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.
Section 25.
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.
Section 26.
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 any participating entity, in which case the
performance may be offered in satisfaction of the obligation or responsibility.
Further, this Agreement is not intended to, nor shall it be construed as,
authorizing the delegation of the constitutional or statutory duties of the
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County, except to the extent permitted by the Florida constitution, state statute,
and case law.
Section 27.
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.
Section 28.
Attestations.
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.
Section 29.
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
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personally on this Agreement or be subject to any personal liability or
accountability by reason of the execution of this Agreement.
Section 30.
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 singing any such
counterpart.
Section 31.
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.
Section 32.
Indemnify/Hold Harmless. Contractor agrees to indemnify
and save County harmless from and against all claims and actions and expenses
incidental thereto, arising out of damages or claims for damages resulting from
the negligence of Contractor, its agents, or employees while Contractor is
cleaning the Airport facilities. However, Contractor shall not be liable for any
claims, actions or expenses which arise from the negligent or intentional acts or
omissions of the County, its agents or employees. The extent of liability is in
no way limited to, reduced, or lessened by the insurance requirements
contained elsewhere within this agreement.
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Section 33.
Standard of Care. All Services performed by the
CONTRACTOR pursuant to this Agreement shall be subject to the standards,
protocols and field procedures developed for each Order and will be performed
using that degree of skill and care ordinarily exercised under similar conditions
by reputable members of the CONTRACTOR'S profession practicing in the
same or similar locality at the time the Services are performed. However, to the
extent that project-specific written procedures or specifications are incorporated
into an Order, the Services shall be performed in accordance with such
procedures or specifications. No other warranty, express or implied, is made or
intended.
Section 34. The effective date of this Contract is
, 2004.
THE REMAINDER OF THE PAGE LEFf INTENTIONALLY BLANK
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Section I. IN WITNESS WHEREOF each party hereto has caused this
A~~}9 be executed by its duly authorized representative.
<f/":'~-' .........'..<,
;.:.;~~\\2~~~).\. BOARD OF COUNTY COMMISSIONERS
".':~t~~._~IJF::;f-OLHAGE, CLERK OF MONROE COUNTY, FWRIDA
'c,\:2*'f5:: ~~..,..'." -'F:? :, "
B"
By
"{~)d >n ~~
Mayor/Chairman
(SEAL)
Department of Marine and Environmental
Resources2798 Overseas Highway,
Suite 420
Marathon, FL 33050
Spirit Marine Towing & Assistance
PO Box 244
Big Pine Key, FI 33043
~r~ry;., (- o'l-"~
By
Title
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16
EXHIBIT A
Appendix E
11/19/200411:41 AM
EXHIBIT A