07/21/2006 Agreement
CI8IIl of 1118
CirC. CIUII
Danny L. Kolhage
Office (306) 29&3180 Fax (305) 29&3563
Memnrandum
To: Dent Pierce, Director
Public Works Department
Attn: Bob Stone
From:
Isabel C. DeSantis, Deputy Clerk ~
Date: Wednesday, August 09, 2006
At the BOCC meeting on July 19, the Board granted approval of the following
item:
Contract with Weathertrol Maintenance Corporation for new Cooling Towers at
the Monroe County Detention Facility. Due to technical difficulties, the Contract
approved by legal for consideration by the Board, on June 21,2006, did not appear on the
electronic back-up for review by the Board and documentation for the Clerk.
Enclosed please find a fully executed duplicate original for your handling. Should
you have any questions concerning this matter, please do not hesitate to contact this
office.
Copies: Finance
County Attorney
File
AGREEMENT
THIS AGREEMENT, ("Agreement") made and entered into this 21st day of June, 2006, by
and between MONROE COUNTY, FLORIDA, ("County"), 1100 Whitehead Street,
Key West, Florida, and WEATHERTROL MAINTENANCE CORPORATION
("Contractor") whose address is 7250 NE 4th Avenue, Miami, Florida 33138
WITNESSETH:
The parties hereto, for the consideration hereinafter set forth, mutually agree as follows:
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 Request for Bid
and any addenda, the Contractor's Bid documents, any other
amendments hereto executed by the parties, together with the required
County documents furnished as part of the Bid or required to be furnished
by the BID, and all required insurance documentation.
3. SCOPE OF THE WORK
3.1.1 The CONTRACTOR (or his representative) shall disconnect both
mechanically and electrically the two stainless steel VT2-362-NCL
Baltimore Air Coil cooling towers from the two (2) 300 ton York chillers
model YTD3D3Cl-CKF located on the second floor deck of Monroe
County Detention Center, 5501 College Road, Key West, FL 33040. The
CONTRACTOR is responsible for the removal of the towers from the
second floor deck and disposing of them. Any salvage value for the old
towers is to be incorporated into the contractor's bid amount. The
CONTRACTOR'S work schedule for disconnecting, removing and
replacing the existing towers must maintain one complete cooling
tower and chiller unit in service to the building at all times.
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The CONTRACTOR will supply, install (mechanically and electrically)
and certify/test two (2) factory assembled induced draft, cross-flow, all
stainless steel cooling towers with vertical air discharge. The cooling
towers shall be constructed of type 304/316 stainless steel including all
panels, structural members, water basins, distribution covers, fan decks,
fan cylinders, work platforms/ladder and assembly hardware.
Each cooling tower shall be warranted by the manufacturer to cool 900 US
GPM of water from 950F to 850F at 800F entering wet-bulb temperature
thus meeting the design requirements of the two (2) York Chillers.
3.1.2 STANDARD AND CODES
A. ANSI! AFBMA 9-- Load ratings and fatigue life for ball bearings.
B. ANSI!AFBMA ll-Load ratings and fatigue life for roller
bearings.
C. ASME PTC-23-Atmospheric water cooling equipment
D. ASTM E-84- Test method for surface burning characteristics of
building materials
E. Cooling Tower Institute (CTI) ATC-105-Acceptance Test Code
for water cooling towers.
F. Cooling Towers Institute (CTI) STD-201-Certification Standard
G. UL and NEMA Compliance: Provide electric motors and
electrical components required as part of factory-fabricated cooling
towers, which have been listed and labeled by UL and comply with
NEMA Standards.
H. NEC Compliance: Install cooling towers in accordance with
NFP A 70 "National Electrical Code".
3.1.3 SUBMITTALS
Within ten days following a Notice to Proceed and prior to the release of
any equipment or material, the Contractor shall submit the following
information for the Owner's review. The Owner shall have ten days to
review the submissions for conformity to the specifications. If after the
Owner's review, the submissions are deemed conforming to the intent of
the specifications, authorization for the procurement of the affected
equipment and material will be provided by the Owner. It is still the
responsibility of the contractor to insure the conformity and compatibility
of all affected equipment.
A. Shop Drawings: Submit assembly-type shop drawings indicating
dimensions, weight loadings, required clearances, and methods of
assembly of all components.
B. Submit product data indicating rated capacities, dimensions, weights
and point loadings, accessories, required clearances, electrical
requirements and wiring diagrams, and location and size of field
connections. Submit schematic indicating capacity controls.
C. Certify performance, based on CTI ATC-105 and CTI STD-201 and
submit performance curve plotting leaving water temperature against
wet bulb temperature.
D. Product Data: Submit manufacturer's technical product data,
including rated capacities; pressure drop, fan performance data,
weights (shipping, installed, and operating), installation and start-up
instructions, and rating curves with selected points clearly indicated.
E. Wiring diagrams: Submit manufacturer's electrical requirements for
power supply wiring to cooling towers. Submit manufacturer's ladder-
type wiring diagrams for interlock and control wiring. Clearly
differentiate between portions of wiring that are factory-installed and
portions to be field-installed.
F. Submit milestone schedule including but not limited to,
submission/review time, delivery lead time, phased installation, and
final completion.
G. Maintenance Data: Submit maintenance data and parts list for each
cooling tower, control, and accessory; including "trouble-shooting"
maintenance guide. Include this data, product data, shop drawings,
and wiring diagrams, in the maintenance manual. Maintenance data
shall be submitted prior to training of Owner's personnel.
3.1.4 QUALITY ASSURANCE
A. Manufacturer's Qualifications: Firms regularly engaged in
manufacture of factory-fabricated cooling towers, of types and sizes
required, whose products have been in satisfactory use in similar
service for not less than 5 years.
B. Provide manufacturer's certification of tower cooling capacity, based
on factory-performance tests, and provide performance curve plotting
Leaving-Water Temperature (LWT) against Wet Bulb Temperature
(WBT). The cooling towers must be certified by the Cooling Tower
Institute (CTI) for the capacity specified.
C. Certify tower wind resistance to withstand pressure, in any direction.
3.1.5 DELIVERY, STORAGE, AND HANDLING:
A. Handle cooling towers and components carefully to prevent damage,
breaking, denting and scoring. Do not install damaged cooling towers
or components; replace with new.
B. Store cooling towers and components in clean place. Protect from dirt,
fumes, construction debris, and physical damage.
C. Comply with Manufacturer's rigging and installation instructions for
unloading cooling towers, and moving them to final location.
3.2 PRODUCTS
3.2.1 ACCEPTANCE MANUFACTURERS
A. Available manufacturers: Subject to compliance with requirements,
manufacturers offering factory-fabricated cooling towers which may
be incorporated in the work include; but are not limited to the
following:
1. Tower Tech SE
2. Evapco Inc.
3. Marley (The) Cooling Tower Co.
4. Baltimore Aircoil Co.
3.2.2 FACTORY-FABRICATED COOLING TOWERS:
A. General: Fabricate cooling towers using manufacturer's standard
design, materials and construction in accordance with published
product information, except as otherwise indicated.
B. Design structural system for the following live loading in addition to
tower dead-loads and operating-loads:
1. Wind loading 30 psf on exposed vertical surfaces.
C. Fabricate structural system including assembly of collecting basin and
stainless steel casings by the following method:
1. Bolt connections with 316 stainless steel fasteners; seal
joints to make watertight enclosure.
D. Casings: The following material fabricated and installed by
manufacturer to make tower watertight:
1. Provide 304 stainless steel casings
E. Collecting Basin and Sump: The following material and types of
units, designed and installed to support water and to ensure water
tightness;
1. Provide stainless steel (316) basin and sloping sump.
F. Wetted-Surface Fill: The following material fabricated into wave-
formed configurations installed by manufacturer to assure break-up of
water into droplets:
I. Provide vertical sheets of polyvinyl chloride plastic having
flame spread rating of 5 per ASTM E 84.
G. Drift Eliminators: The following material fabricated by manufacturer
into three-pass configuration to limit drift-loss to indicated maximum
percentage of circulating-water flow-rate:
1. Provide polyvinyl chloride plastic, having flame spread
rating of 5 per ASTM E 84.
H. Louvers: The following material designed and installed by
manufacturer, and of sufficient thickness and rigidity to prevent
visible sagging:
I. Provide 304 stainless steel
1. Water Distribution System: 304 stainless steel, open basin,
gravity- flow type with plastic metering orifices; installed by
manufacturer to ensure even distribution of water over wetted-
surfaced-fill.
J. Basin Covers: Provide 304 stainless steel.
K. Discharge Dampers: Provide airfoil capacity control dampers and
linkage for cells as indicated, formed of stainless steel sheets,
designed and installed by manufacturer to control airflow and to
provide linear control of tower capacity.
L. Inlet Screens: Provide 304 stainless steel.
M. Handrails: Provide Stainless steel pipe rails of required height
above tower. Include knee and toe rails of required diameter and
heights.
N. Ladders: Provide Stainless steel ladder, to top of cooling tower
working surface.
O. Water level control: Provide electric float switch and solenoid
makeup valve.
P. Flow Control Valves: Provide the following flow control valves
for balancing flow to each distribution basin, and for shut-off
during servicing:
1. Provide butterfly valves
Q. Fans and Drives: Provide the following fans and drives, installed
by manufacturer.
1. Provide gear driven cast -aluminum propeller- fan.
R. Motor Type: Provide totally enclosed 460V/3 phase 60 HZ, fan-
cooled energy efficient type motor.
S. Motor Speed: Provide motor rated at 1800 rpm.
T. Assemble components by the following method:
1. Use 316 stainless fasteners and accessories to assemble
components.
U. Vibration Control: Provide vibration isolators, with number and
size of isolators selected by manufacturer.
W. Motor location: Outside of moist air stream
X. Provide access door platform
Y. Provide fan deck extension with hoist
Z. Provide stainless steel fan guard
3.3 EXECUTION
3.3.1 INSPECTION:
A. Examine areas and conditions under which factory-fabricated
cooling towers are to be installed. Do not proceed with work until
unsatisfactory conditions have been corrected in manner
acceptable to installer.
33.2 INSTALLATION:
A. General: Install cooling towers at eXlstmg tower locations, in
accordance with equipment manufacturer's written instructions and
with recognized industry practices, to ensure that cooling towers
comply with requirements and serve intended purposes.
B. Access: Provide access and service space around and over cooling
towers as required, but in no case less than that recommended by
manufacturer.
C. Support: Install on existing 5'6" reinforced concrete foundation walls
D. Support Height: Top of the unit discharge must be at least level with
the adjacent exterior wall.
E. Placement: Mount unit on vibration isolators. Install gaskets of
sealants between cooling tower cells. Level units to tolerance of 118"
in 10'-0", in both directions.
F. Condenser Water Piping: Provide flanged or union connections to
cooling tower, with flexible pipe connections. Pitch lines so water will
drain into sump. Connect inlets to cooling tower with shutoff valve,
and balancing valve (if 2 or more inlets). Connect outlets with shutoff
valves.
G. Make-up and Water Piping: Provide flanged or union connections to
cooling tower, with flexible pipe connections. Pitch lines so water will
drain into sump. Connect to automatic fill valve with 3-valve bypass,
and backflow prevention.
H. Drain Piping: Connect drain, overflow, and bleed lines to cooling
tower
1. Electrical Wiring: Install electrical devices furnished by manufacturer
but not specified to be factory-mounted. Furnish copy of
manufacturer's wiring diagram submittal to CONTRACTOR'S
electrical installer.
1. Verify that electrical wiring installation is in accordance
with manufacturer's submittal. Do not proceed with equipment
start-up until wiring installation is acceptable to equipment
installer.
2. Provide a fused 3 phase, 460V main disconnect in a stainless
steel enclosure for each tower.
3.3.3 ADJUSTING AND CLEANING:
A. Cleaning: Clean inside of cooling tower thoroughly before
filling for start-up. Clean factory-finished surfaces. Repair
any marred or scratched surfaces per manufacturer's
recommendations.
B. Start-up: Comply with manufacturer's instructions for filling
and start-up of operation, but not less than the following:
1. Verify lubrication of rotating parts; lubricate as needed.
2. Verify fan rotation direction.
3. Verify that motor amperage is in accordance with
manufacturer's data.
4. Balance condenser water flow to each tower, and to each
inlet for multiple inlet towers.
5. Adjust water level control for proper operating level.
6. Adjust bleed valve for indicated percentage of circulated
water volume.
7. Balance equalizer lines between multiple towers (if any).
8. Adjust temperature controls and verify operation.
C. Operation Test: Test each cooling tower to show that it will
operate in accordance with indicated requirements.
3.3.4 TRAINING:
A. Provide services of manufacturer's technical representative for one
8-hour day to instruct OWNER'S personnel in operation and
maintenance of factory-fabricated cooling towers.
\. Schedule training with OWNER, providing at least a 7-day
notice.
3.3.5 SPARE PARTS:
A. General: Furnish to OWNER, with receipt, the following spare
parts:
1. Three spare spray nozzles for each tower cell.
2. One spare gasket for each gasketed access and inspection
opening.
3.3.6 SERVICE
A. The equipment manufactnrer shall be represented by a local
service organization, and the name of the organization shall be
furnished to the Owner. The local service organization shall
furnish, a one-year maintenance and inspection contract, effective
from the date of final acceptance. This organization shall also
have the ability to respond within twenty-four hours of service
need contact.
3.3.7 WARRANTY
A. The cooling tower system shall be free from defects in
workmanship, materials and installation, under normal use and
service, for a period of one year from the date of final acceptance.
For this period, equipment shown to be defective in workmanship
or material shall be repaired, replaced, corrected or adjusted at no
additional cost to the Owner.
3.4 SPECIAL PROVISIONS
3.4.1 TOOL CONTROL PLAN-The PUBLIC WORKS DEPT escorting staff
person will inventory all visitor's and CONTRACTOR'S tools on the
approved Visitor/Contractor Tool Inventory form prior to entering and
departing the facility. Only those tools necessary to the project will be
allowed inside the facility. CONTRACTORS shall be under staff escort
and supervision at all times while in the secured envelope of the facility or
anywhere imnates may have access to the work area. The escort shall
have in hislher possession a contractor tool inventory. The escort as
outlined in Section 16 Policy #6606 of Monroe County Administrative
Policies & Procedures Manual will handle any discrepancies in the tool
inventory and the CONTRACTOR shall remain at the facility until
attempts at tool recovery are completed.
3.4.2 SMOKING POLICY-This is a non-smoking facility. Employees and
CONTRACTORS are NOT permitted to bring tobacco, cigarettes, cigars,
lighters or matches into the secured envelope. If these items are brought
into this facility, the act is considered an Introduction of Contraband that
is punishable by law. The minimum action that a CONTRACTOR may
expect from the Monroe County Sheriffs Office for Introduction of
Contraband is to be permanently barred from future entrance to the
facility.
3.4.3 In the event of conflicting or overlapping requirements in any area of the
bidding documents or technical specifications, the most stringent
condition shall be bid and constructed. Notify the OWNER'S
representative in any event, in order to not compromise the OWNER"S
right to make appropriate decisions.
THE CONTRACTOR WILL COORDINATE ALL WORK WITH THE PUBLIC
WORKS MIDDLE KEYS OPERATIONS DIRECTOR OR HIS
REPRESENT A TIVE.
SPECIAL NOTE: THIS IS A JAIL FACILITY. DUE TO THE NATURE OF USE
OF THIS FACILITY, CERTAIN ACTIVITIES WILL REQUIRE STRICT
SCHEDULING. SOME WORK MAY BE REQUIRED ON WEEKENDS AND
EVENINGS.
4. THE CONTRACT AMOUNT
A. The Owner shall pay the Contractor in current funds for the Contractor's
performance of the Contract the Contract sum of Two Hundred Fourteen
Thousand & 00/100 Dollars ($214,000.00).
B. Final payment, constituting the entire unpaid balance of the Contract Amount,
shall be made by the Owner to the Contractor when the Contract has been fully
performed by the Contractor.
5. CONTRACTOR'S ACCEPTANCE OF CONDITIONS
A. This Agreement and the provision of the services at the location listed
have been fully considered by the Contractor, who understands the same
and agrees to their sufficiency and suitability. Under no circumstances,
conditions, or situations shall this Contract be more strongly construed
against the County than against the Contractor.
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. 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 that the service 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 or lost revenue
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 ofliability 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.
7. 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 hislher employees,
contractors, servants, or agents to be employees of the Board of County
Commissioners for Monroe County.
8. 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.
9. 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 Momoe 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 and
compensation to County.
10. 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.
11. INSURANCE
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 $500,000 Combined Single Limit
If split limits are provided, the minimum limits acceptable shall be:
$250,000 per person; $500,000 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:
. Owned, Non-Owned, and Hired Vehicles
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.
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:
$500,000 Bodily Injury by Accident
$500,000 Bodily Injury by Disease, policy limits
$500,000 Bodily Injury by Disease, each employee
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.
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.
12. CONTRACTOR'S RESPONSIBILITY
The Contractor warrants that it is authorized by law to engage in the performance
of the activities encompassed herein, subject to the terms and conditions set forth
in these contract documents. Contractor shall at all times exercise independent
judgment and shall assume responsibility for the services to be provided.
13. 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
Director, Middle Keys Operations
Monroe County Facilities Maintenance
5501 College Road
Key West, FL 33040
AND
Monroe County Administrator
1100 Simonton Street
Key West, FL 33040
FOR CONTRACTOR
OR
REPRESENTATNE AT JOBSITE
Rafael V. Ross
Weathertrol Maintenance Corp.
7250 NE 4th Avenue
Miami, FL 33138
(To be determined)
Notice shaH be deemed received when hand delivered or when deemed
undeliverable by the U.S. Postal Service.
14. CANCELLATION
A) In the event that the Contractor shaH be found to be negligent in any
aspect of instaHation, stocking, maintenance, repair, or service, the County
shaH have the right to terminate this agreement after five days written
notification to the Contractor.
B) This contract may be terminated for convenience by County upon ten (10)
days written notice to contractor delivered by hand or certified mail, return
receipt requested, of intent to terminate and the date on which such
termination becomes effective. Contractor shaH cease work as directed.
In such case, Contractor shaH be paid for aH work executed and
termination expenses, and expenses incurred prior to termination. No
payment shaH be made for profit for work, which has not been performed.
15. GOVERNING LAWS, VENUE, INTERPRETATION, COSTS, FEES
This Agreement shaH be governed by and construed in accordance with the laws
of the State of Florida applicable to contracts made and to be performed entirely
in the State.
In the event that any cause of action or administrative proceeding is instituted for
the enforcement or interpretation of the agreement, the County and Contractor
agree that venue shaH lie in the appropriate court or before the appropriate
administrative body in Monroe County, Florida. This Agreement shaH 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. Mediation proceedings initiated and conducted pursuant to this
Agreement shaH be in accordance with the Florida Rules of Civil Procedure and
usual and customary procedures required by the circuit court of Monroe County.
16. 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.
17. 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.
18. 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.
19. 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.
20. 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 or individual action, as required by law.
21. 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 Bids, and funding solicitations shall
be approved by each party prior to submission.
22. ADJUDICATION OF DISPUTES OR DISAGREEMENTS
County and Contractor agree that all disputes and disagreements shall be
attempted to be resolved by meet and confer sessions between representatives of
each of 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 16
concerning cancellation.
23. COOPERATION
In the event any administrative or legal proceeding is instituted against either
party relating to the formation, execution, performance, or breach of this
Agreement, County and Contractor agree to participate, to the extent required by
the other party, in all proceedings, hearings, processes, meetings, and other
activities related to the substance of this Agreement or provision of the services
under this Agreement. County and Contractor specifically agree that no party to
this Agreement shall be required to enter into any arbitration proceedings related
to this Agreement.
Balance of Page Intentionally Left Blank
24. NONDISCRIMINATION
County and Contractor agree that there will be no discrimination against any
person, and it is expressly understood that upon a determination by a court of
competent jurisdiction that discrimination has occurred, this Agreement
automatically terminates without any further action on the part of any party,
effective the date of the court order. County or Contractor agree to comply with
all Federal and Florida statutes, and all local ordinances, as applicable, relating to
nondiscrimination. These include but are not limited to: 1) Title VI of the Civil
Rights Act of 1964 (PL 88-352) which prohibits discrimination on the basis of
race, color or national origin; 2) Title IX of the Education Amendment of 1972, as
amended (20 USC ss. 1681-1683, and 1685-1686), which prohibits discrimination
on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended
(20 USC s. 794), which prohibits discrimination on the basis of handicaps; 4) The
Age Discrimination Act of 1975, as amended (42 USC ss. 6101-6107) which
prohibits discrimination on the basis of age; 5) The Drug Abuse Office and
Treatment Act of 1972 (PL 92-255), as amended, relating to nondiscrimination on
the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism
Prevention, Treatment and Rehabilitation Act of 1970 (PL 91-616) as amended,
relating to nondiscrimination on the basis of alcohol abuse or alcoholism;; 7) The
Public Health Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd-3 and
290ee-3), as amended, relating to confidentiality of alcohol and drug abuse 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 NoteO, 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.
25. 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.
26. 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 1I2.313, 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.
27. 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.
28. 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 ofthis provision by Contractor.
29. 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
govermnent 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.
30. 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
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.
31. 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.
32. 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.
33. 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.
34. 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 ofthe execution of this Agreement.
35. 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.
36. SECTION HEADINGS
Section headings have been inserted in this Agreement as a matter of convenience
ofreference 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.
37. CONTINGENCY STATEMENT
Momoe County's performance and obligation to pay under this contract is
contingent upon an annual appropriation by the Momoe County Board of County
Commissioners.
IN WITNESS WHEREOF the parties hereto have executed this Agreement on the day
and d~~~~en above in four (4) counterparts, each of which shall, without proof or
aCcOUntin~fo1'ih~~er counterparts, be deemed an original contract.
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Attest: D. \,' . L.,rk"LHAGE, CLERK
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B;(;~Q &)g~
Deputy Clerk
BOARD OF COUNTY COMMISSIONERS
OF MONR1\ WUNTY, FLORIDA
By: '\' \
Mayor/Chairman
Date: 07' 19. 0(,
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