#16-6635 (Aberdeen Captioning) AGREEMENT 16-6635
for
Closed Caption Service
THIS AGREEMENT, made and entered into on this I e2. day of cTu IV 2016,
by and between the Primary Contractor, Aberdeen Captioning, Inc. athorized to do
business in the State of Florida, whose business address is 22362 Gilberto Suite 120,
Rancho Santa Margarita, CA 92688, (the "Contractor") and Collier County, a political
subdivision of the State of Florida, (the "County").
WITNESSETH:
1. AGREEMENT TERM. The Agreement shall be for a two (2) year period, commencing
on Date of Board award and terminating two (2) year from that date or until all
outstanding Purchase Orders issued prior to the expiration of the Agreement period
have been completed or terminated.
The County may, at its discretion and with the consent of the Contractor, renew the
Agreement under all of the terms and conditions contained in this Agreement for one
(1) additional two (2) year periods. The County shall give the Contractor written notice
of the County's intention to renew the Agreement term prior to the end of the
Agreement term then in effect.
The County Manager, or his designee, may, at his discretion, extend the Agreement
under all of the terms and conditions contained in this Agreement for up to one hundred
and eighty (180) days. The County Manager, or his designee, shall give the Contractor
written notice of the County's intention to extend the Agreement term prior to the end of
the Agreement term then in effect.
2. COMMENCEMENT OF SERVICES. The Contractor shall commence the work upon
issuance of a Purchase Order.
3. STATEMENT OF WORK. The Contractor shall provide closed captioning services as
the Primary Contractor in accordance with the terms and conditions of Invitation to
Bid (ITB) #16-6635, Exhibit A—Scope of Work including the Contractor's bid referred to
herein and made an integral part of this Agreement. This Agreement contains the entire
understanding between the parties and any modifications to this Agreement shall be
mutually agreed upon in writing by the Parties, in compliance with the County's
Procurement Ordinance, as amended, and Procurement Procedures in effect at the
time such services are authorized.
Page 1 of 10 03
Agreement#16.6635
Primary Contractor:Aberdeen Captioning,Inc.
In the event the Primary Contractor is not available to provide said services, the
Secondary Contractor will be contacted.
4. THE AGREEMENT SUM. The County shall pay the Contractor for the performance of
this Agreement the flat hourly rate of $89.95 and pursuant to the price methodology as
defined in Section 4.1. Payment will be made upon receipt of a proper invoice and upon
approval by the Communications and Customer Relations Director or designee, and in
compliance with Chapter 218, Fla. Stats., otherwise known as the "Local Government
Prompt Payment Act."
4.1 Price Methodology:
Unit Price: the County agrees to pay a firm total fixed price (inclusive of all costs,
including labor, materials, equipment, overhead, etc.) for a repetitive product or service
delivered (i.e. installation price per ton, delivery price per package or carton, etc.). The
invoice must identify the unit price and the number of units received (no contractor
inventory or cost verification.
4.2 Any County agency may purchase services under this Agreement, provided
sufficient funds are included in their budget(s).
4.3 Payments will be made for services furnished, delivered, and accepted, upon
receipt and approval of invoices submitted on the date of services or within six (6)
months after completion of the Agreement. Any untimely submission of invoices beyond
the specified deadline period is subject to non-payment under the legal doctrine of
"laches" as untimely submitted. Time shall be deemed of the essence with respect to the
timely submission of invoices under this Agreement.
5. SALES TAX. Contractor shall pay all sales, consumer, use and other similar taxes
associated with the Work or portions thereof, which are applicable during the
performance of the Work. Collier County, Florida as a political subdivision of the State
of Florida, is exempt from the payment of Florida sales tax to its vendors under Chapter
212, Florida Statutes, Certificate of Exemption # 85-8015966531 C-2.
6. NOTICES. All notices from the County to the Contractor shall be deemed duly served if
mailed or faxed to the Contractor at the following Address:
Aberdeen Captioning, Inc.
22362 Gilberto Suite 120, Rancho Santa Margarita, CA 92688
(949) 216-1053 Telephone
(949) 858-4405 Fax
Valerie Schinke, Assistant Live Manager
All Notices from the Contractor to the County shall be deemed duly served if mailed or
faxed to the County to:
Page 2 of 10
Agreement#16-6635
Primary Contractor:Aberdeen Captioning,Inc.
Collier County Government Center
Procurement Services Division
3327 Tamiami Trail, East
Naples, Florida 34112
Attention: Director, Procurement Services Division
Telephone: 239-252-8407
Facsimile: 239-252-6480
The Contractor and the County may change the above mailing address at any time upon
giving the other party written notification. All notices under this Agreement must be in
writing.
7. NO PARTNERSHIP. Nothing herein contained shall create or be construed as creating
a partnership between the County and the Contractor or to constitute the Contractor as
an agent of the County.
8. NO IMPROPER USE. The Contractor will not use, nor suffer or permit any person to
use in any manner whatsoever, County facilities for any improper, immoral or offensive
purpose, or for any purpose in violation of any federal, state, county or municipal
ordinance, rule, order or regulation, or of any governmental rule or regulation now in
effect or hereafter enacted or adopted. In the event of such violation by the Contractor
or if the County or its authorized representative shall deem any conduct on the part of
the Contractor to be objectionable or improper, the County shall have the right to
suspend the Agreement of the Contractor. Should the Contractor fail to correct any
such violation, conduct, or practice to the satisfaction of the County within twenty-four
(24) hours after receiving notice of such violation, conduct, or practice, such suspension
to continue until the violation is cured. The Contractor further agrees not to commence
operation during the suspension period until the violation has been corrected to the
satisfaction of the County.
10. TERMINATION. Should the Contractor be found to have failed to perform his services
in a manner satisfactory to the County as per this Agreement, the County may terminate
said Agreement for cause; further the County may terminate this Agreement for
convenience with a thirty (30) day written notice. The County shall be sole judge of non-
performance.
In the event that the County terminates this Agreement, Contractor's recovery against
the County shall be limited to that portion of the Agreement Amount earned through the
date of termination. The Contractor shall not be entitled to any other or further recovery
against the County, including, but not limited to, any damages or any anticipated profit
on portions of the services not performed.
11. NO DISCRIMINATION. The Contractor agrees that there shall be no discrimination as
to race, sex, color, creed or national origin.
Page 3 of 10
Agreement#16-6635
Primary Contractor:Aberdeen Captioning,Inc.
12. INSURANCE. The Contractor shall provide insurance as follows:
A. Commercial General Liability: Coverage shall have minimum limits of $500,000
Per Occurrence, $2,000,000 aggregate for Bodily Injury Liability and Property Damage
Liability. This shall include Premises and Operations; Independent Contractors;
Products and Completed Operations and Contractual Liability.
B. Business Auto Liability: Coverage shall have minimum limits of $1,000,000 Per
Occurrence, Combined Single Limit for Bodily Injury Liability and Property Damage
Liability. This shall include: Owned Vehicles, Hired and Non-Owned Vehicles and
Employee Non-Ownership.
C. Workers' Compensation: Insurance covering all employees meeting Statutory
Limits in compliance with the applicable state and federal laws.
The coverage must include Employers' Liability with a minimum limit of $100,000 for
each accident.
Special Requirements: Collier County Government shall be listed as the Certificate
Holder and included as an Additional Insured on the Comprehensive General Liability
Policy.
Current, valid insurance policies meeting the requirement herein identified shall be
maintained by Contractor during the duration of this Agreement. The Contractor shall
provide County with certificates of insurance meeting the required insurance provisions.
Renewal certificates shall be sent to the County ten (10) days prior to any expiration
date. Coverage afforded under the policies will not be canceled or allowed to expire
until the greater of: ten (10) days prior written notice, or in accordance with policy
provisions. Contractor shall also notify County, in a like manner, within twenty-four (24)
hours after receipt, of any notices of expiration, cancellation, non-renewal or material
change in coverage or limits received by Contractor from its insurer, and nothing
contained herein shall relieve Contractor of this requirement to provide notice.
Contractor shall ensure that all subcontractors comply with the same insurance
requirements that he is required to meet.
13. INDEMNIFICATION. To the maximum extent permitted by Florida law, the Contractor
shall indemnify and hold harmless Collier County, its officers and employees from any
and all liabilities, damages, losses and costs, including, but not limited to, reasonable
attorneys' fees and paralegals' fees, whether resulting from any claimed breach of this
Agreement by Contractor, any statutory or regulatory violations, or from personal injury,
property damage, direct or consequential damages, or economic loss, to the extent
caused by the negligence, recklessness, or intentionally wrongful conduct of the
Contractor or anyone employed or utilized by the Contractor in the performance of this
Agreement. This indemnification obligation shall not be construed to negate, abridge or
reduce any other rights or remedies which otherwise may be available to an indemnified
party or person described in this paragraph.
Page 4 of 10
Agreement#16-663 fia
Primary Contractor.Aberdeen Captioning,In•
This section does not pertain to any incident arising from the sole negligence of Collier
County.
13.1 The duty to defend under this Article 13 is independent and separate from the duty
to indemnify, and the duty to defend exists regardless of any ultimate liability of the
Contractor, County and any indemnified party. The duty to defend arises immediately
upon presentation of a claim by any party and written notice of such claim being
provided to Contractor. Contractor's obligation to indemnify and defend under this
Article 13 will survive the expiration or earlier termination of this Agreement until it is
determined by final judgment that an action against the County or an indemnified party
for the matter indemnified hereunder is fully and finally barred by the applicable statute
of limitations.
14. AGREEMENT ADMINISTRATION. This Agreement shall be administered on behalf of
the County by the Communication and Customer Relations Division.
15. CONFLICT OF INTEREST. Contractor represents that it presently has no interest and
shall acquire no interest, either direct or indirect, which would conflict in any manner with
the performance of services required hereunder. Contractor further represents that no
persons having any such interest shall be employed to perform those services.
16. COMPONENT PARTS OF THIS AGREEMENT. This Agreement consists of the
following component parts, all of which are as fully a part of the Agreement as if herein
set out verbatim: Contractor's Bid, Insurance Certificate(s), and ITB #16-6635 "Closed
Caption Services" and Exhibit A—Scope of Work.
17. SUBJECT TO APPROPRIATION. It is further understood and agreed by and between
the parties herein that this Agreement is subject to appropriation by the Board of County
Commissioners.
18. PROHIBITION OF GIFTS TO COUNTY EMPLOYEES. No organization or individual
shall offer or give, either directly or indirectly, any favor, gift, loan, fee, service or other
item of value to any County employee, as set forth in Chapter 112, Part III, Florida
Statutes, Collier County Ethics Ordinance No. 2004-05, as amended, and County
Administrative Procedure 5311. Violation of this provision may result in one or more of
the following consequences: a. Prohibition by the individual, firm, and/or any employee
of the firm from contact with County staff for a specified period of time; b. Prohibition by
the individual and/or firm from doing business with the County for a specified period of
time, including but not limited to: submitting bids, RFP, and/or quotes; and, c. immediate
termination of any Agreement held by the individual and/or firm for cause.
19. COMPLIANCE WITH LAWS. By executing and entering into this Agreement, the
Contractor is formally acknowledging without exception or stipulation that it agrees to
comply, at its own expense, with all federal, state and local laws, codes, statutes,
ordinances, rules, regulations and requirements applicable to this Agreement, including
but not limited to those dealing with the Immigration Reform and Control Act of 1986 as
located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either may be
amended; taxation, workers' compensation, equal employment and safety (including,
Page 5 of 10
Agreement#16-6635 ga
Primary Contractor:Aberdeen Captioning,Inc.
but not limited to, the Trench Safety Act, Chapter 553, Florida Statutes, and the Florida
Public Records Law Chapter 119, including specifically those contractual requirements
at F.S. § 119.0701(2)(a)-(b) as stated as follows:
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:
Communication and Customer Relations Division
3299 Tamiami Trail East, Suite 102
Naples, FL 34112-5746
Telephone: (239) 252-8383
The Contractor must specifically comply with the Florida Public Records Law to:
1. Keep and maintain public records required by the public agency to perform the
service.
2. Upon request from the public agency's custodian of public records, provide the
public agency 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 public agency.
4. Upon completion of the contract, transfer, at no cost, to the public agency all
public records in possession of the Contractor or keep and maintain public
records required by the public agency to perform the service. If the Contractor
transfers all public records to the public agency 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 public
agency, upon request from the public agency's custodian of public records, in a
format that is compatible with the information technology systems of the public
agency.
If Contractor observes that the Contract Documents are at variance therewith, it shall
promptly notify the County in writing. Failure by the Contractor to comply with the laws
referenced herein shall constitute a breach of this Agreement and the County shall have
the discretion to unilaterally terminate this Agreement immediately.
Page 6 of 10
Agreement#16-663 U
Primary Contractor:Aberdeen Captioning,Inc.
20. OFFER EXTENDED TO OTHER GOVERNMENTAL ENTITIES. Collier County
encourages and agrees to the successful proposer extending the pricing, terms and
conditions of this solicitation or resultant Agreement to other governmental entities at the
discretion of the successful proposer.
21. AGREEMENT TERMS. If any portion of this Agreement is held to be void, invalid, or
otherwise unenforceable, in whole or in part, the remaining portion of this Agreement
shall remain in effect.
22. ADDITIONAL ITEMS/SERVICES. Additional items and/or services may be added to
this Agreement in compliance with the Procurement Ordinance, as amended, and
Procurement Procedures.
23. DISPUTE RESOLUTION. Prior to the initiation of any action or proceeding permitted by
this Agreement to resolve disputes between the parties, the parties shall make a good
faith effort to resolve any such disputes by negotiation. The negotiation shall be
attended by representatives of Contractor with full decision-making authority and by
County's staff person who would make the presentation of any settlement reached
during negotiations to County for approval. Failing resolution, and prior to the
commencement of depositions in any litigation between the parties arising out of this
Agreement, the parties shall attempt to resolve the dispute through Mediation before an
agreed-upon Circuit Court Mediator certified by the State of Florida. The mediation shall
be attended by representatives of Contractor with full decision-making authority and by
County's staff person who would make the presentation of any settlement reached at
mediation to County's board for approval. Should either party fail to submit to mediation
as required hereunder, the other party may obtain a court order requiring mediation
under section 44.102, Fla. Stat.
24. VENUE. Any suit or action brought by either party to this Agreement against the other
party relating to or arising out of this Agreement must be brought in the appropriate
federal or state courts in Collier County, Florida, which courts have sole and exclusive
jurisdiction on all such matters.
25. AGREEMENT STAFFING. The Contractor's personnel and management to be utilized
for this Agreement shall be knowledgeable in their areas of expertise. The County
reserves the right to perform investigations as may be deemed necessary to ensure that
competent persons will be utilized in the performance of the Agreement. The Contractor
shall assign as many people as necessary to complete the Agreement/required services
on a timely basis, and each person assigned shall be available for an amount of time
adequate to meet the required service delivery times set forth in the Purchase Orders.
26. ORDER OF PRECEDENCE. In the event of any conflict between or among the terms of
any of the Contract Documents, the terms of the ITB, the Contractor's Bid, and/or the
County's Board approved Executive Summary, this Agreement shall take precedence.
Page 7of10
Agreement#16-6635
Primary Contractor.Aberdeen Captioning,Inc.
27. ASSIGNMENT. Contractor shall not assign this Agreement or any part thereof, without
the prior consent in writing of the County. Any attempt to assign or otherwise transfer
this Agreement, or any part herein, without the County's consent, shall be void. If
Contractor does, with approval, assign this Agreement or any part thereof, it shall
require that its assignee be bound to it and to assume toward Contractor all of the
obligations and responsibilities that Contractor has assumed toward the County.
28. SECURITY. The Contractor is required to comply with County Ordinance 2004-52, as
amended. Background checks are valid for five (5) years and the Contractor shall be
responsible for all associated costs. If required, Contractor shall be responsible for the
costs of providing background checks by the Collier County Facilities Management
Division for all employees that shall provide services to the County under this
Agreement. This may include, but not be limited to, checking federal, state and local
law enforcement records, including a state and FBI fingerprint check, credit reports,
education, residence and employment verifications and other related records.
Contractor shall be required to maintain records on each employee and make them
available to the County for at least four (4) years.
All of Contractor's employees and subcontractors must wear Collier County Government
Identification badges at all times while performing services on County facilities and
properties. Contractor ID badges are valid for one (1) year from the date of issuance and
can be renewed each year at no cost to the Contractor during the time period in which
their background check is valid, as discussed below. All technicians shall have on their
shirts the name of the contractor's business.
The Contractor shall immediately notify the Collier County Facilities Management
Division via e-mail (DL-FMOPSCc'D_colliergov.net) whenever an employee assigned to
Collier County separates from their employment. This notification is critical to ensure the
continued security of Collier County facilities and systems. Failure to notify within four
(4) hours of separation may result in a deduction of$500 per incident.
Page 8 of 10
Agreement#16-6635
Primary Contractor:Aberdeen Captioning,Inc.
IN WITNESS WHEREOF, the parties hereto, have each, respectively, by an authorized
person or agent, have executed this Agreement on the date and year first written above.
it BOARD OF COUNTY COMMISSIONERS
ATTEST: r , COLLIER C'UNTY, FLORIDA
Dwig E. Brock, Clerks,--of Courts
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8 £ Donna iala, Chairman
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Page 9 of 10
Agreement#16-6635
Primary Contractor:Aberdeen Captioning,Inc.
Exhibit A
Scope of Work
Aberdeen Captioning, Inc. shall provide closed captioning services for selected
televised regularly scheduled Collier County meetings and special meetings as
needed. Aberdeen Captioning, Inc. must have an operating system compatible
with Collier County's Encoder HD492/HDTV Smart Encoder/Decoder VII.
Aberdeen Captioning, Inc. accuracy for real-time captioning was a primary
factor in the selection process and the County's goal should be approximately
95% +/-.
Page 10 of 10
Agreement35
Primary Contractor:Aberdeen Captioningning,,Inc.I