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#17-7154 (Omni Aquatics, Inc)
FIXED TERM SERVICE AGREEMENT # 17-7154 for STRUCTURAL AND MECHANICAL POOL CONTRACTOR THIS AGREEMENT, made and entered into on this _ ! ' day of illicdn 2018 , by and between Omni Aquatics Inc. , authorized to do business in the State of Florida, whose business address is 1110 Pine Ridge Rd. #203 Naples, 34108 , (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 three (3 ) year period, commencing n upon the date of Board approval ❑ on and terminating on three (3 ) year(s) from that date or until all outstanding Purchase Order(s) 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 two ( 2 ) additional one ( 1 ) year(s) 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 0 Purchase Order ❑ Notice to Proceed. 3. STATEMENT OF WORK. The Contractor shall provide services in accordance with the terms and conditions of I I Request for Proposal (RFP) ISI Invitation to Bid (ITB) I Other ( ) # 17-7154 , including all Attachment(s), Exhibit(s) and Addenda and the Contractor's proposal referred to herein and made an integral part of this Agreement. ISI The Contractor shall also provide services in accordance with Exhibit A— Scope of Services attached hereto. Page 1 of 17 Fixed Term Service Agreement#2017-002(Ver.1) 3.1 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. 4. THE AGREEMENT SUM. The County shall pay the Contractor for the performance of this Agreement based on Exhibit B- Fee Schedule, attached hereto and the price methodology as defined in Section 4.1. Payment will be made upon receipt of a proper invoice and upon approval by the County's Contract Administrative Agent/Project Manager, and in compliance with Chapter 218, Fla. Stats., otherwise known as the "Local Government Prompt Payment Act". 4.1 Price Methodology (as selected below): ❑ Lump Sum (Fixed Price): A firm fixed total price offering for a project; the risks are transferred from the County to the contractor; and, as a business practice there are no hourly or material invoices presented, rather, the contractor must perform to the satisfaction of the County's project manager before payment for the fixed price contract is authorized. n Time and Materials: The County agrees to pay the contractor for the amount of labor time spent by the contractor's employees and subcontractors to perform the work(number of hours times hourly rate), and for materials and equipment used in the project (cost of materials plus the contractor's markup). This methodology is generally used in projects in which it is not possible to accurately estimate the size of the project, or when it is expected that the project requirements would most likely change. As a general business practice, these contracts include back-up documentation of costs; invoices would include number of hours worked and billing rate by position (and not company (or subcontractor) timekeeping or payroll records), material or equipment invoices, and other reimbursable documentation for the project. fI 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 obtain 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. Page 2 of 17 Fixed Term Service Agreement#2017-002(Ver 1) 4.4 ❑ (check if applicable) Travel and Reimbursable Expenses: Travel and Reimbursable Expenses must be approved in advance in writing by the County. Travel expenses shall be reimbursed as per Section 112.061 Fla. Stats. Reimbursements shall be at the following rates: Mileage $0.44.5 per mile Breakfast $6.00 Lunch $11.00 Dinner $19.00 Airfare Actual ticket cost limited to tourist or coach class fare Rental car Actual rental cost limited to compact or standard-size vehicles Lodging Actual cost of lodging at single occupancy rate with a cap of no more than $150.00 per night Parking Actual cost of parking Taxi or Airport Limousine Actual cost of either taxi or airport limousine Reimbursable items other than travel expenses shall be limited to the following: telephone long-distance charges, fax charges, photocopying charges and postage. Reimbursable items will be paid only after Contractor has provided all receipts. Contractor shall be responsible for all other costs and expenses associated with activities and solicitations undertaken pursuant to 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. 6. NOTICES. All notices from the County to the Contractor shall be deemed duly served if mailed or emailed to the Contractor at the following: Company Name: Omni Aquatics Inc. Address: 1110 Pine Ridge Rd. #203 Naples, Florida 34108 Authorized Agent: Jason Wilkins Attention Name &Title: President Telephone: (239) 887-0463 E-Mail(s): Jasonw@omni-aquatics.com All Notices from the Contractor to the County shall be deemed duly served if mailed or emailed to the County to: Page 3 of 17 DSFixed Tenn Service Agreement#2017-002(Ver.1) Board of County Commissioners for Collier County, Florida Division Director: Barry Williams Division Name: Parks and Recreation Address: 1500 Livingston Road Naples, Florida 34109 Administrative Agent/PM: Matt Catoe, Operations Analyst Telephone: (239) 252-4059 E-Mail(s): matthew.catoe@colliercountyfl.gov 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. PERMITS: LICENSES: TAXES. In compliance with Section 218.80, F.S., all permits necessary for the prosecution of the Work shall be obtained by the Contractor. The County will not be obligated to pay for any permits obtained by Subcontractors. Payment for all such permits issued by the County shall be processed internally by the County. All non-County permits necessary for the prosecution of the Work shall be procured and paid for by the Contractor. The Contractor shall also be solely responsible for payment of any and all taxes levied on the Contractor. In addition, the Contractor shall comply with all rules, regulations and laws of Collier County, the State of Florida, or the U. S. Government now in force or hereafter adopted. The Contractor agrees to comply with all laws governing the responsibility of an employer with respect to persons employed by the Contractor. 9. 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. Page 4 of 17 Fixed Term Service Agreement#2017-002(Ver.1) 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 the 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. 12. INSURANCE. The Contractor shall provide insurance as follows: A. ❑t Commercial General Liability: Coverage shall have minimum limits of $ 1,000,000 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. 0 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 $500,000 for each accident. D. 11 Professional Liability: Shall be maintained by the Contractor to ensure its legal liability for claims arising out of the performance of professional services under this Agreement. Contractor waives its right of recovery against County as to any claims under this insurance. Such insurance shall have limits of not less than $ each claim and aggregate. E. pi Cyber Liability: Coverage shall have minimum limits of$ per claim. F. ❑ : Coverage shall have minimum limits of $ per claim. Special Requirements: Collier County Board of County Commissioners, OR, Board of County Commissioners in Collier County, OR, Collier County Government shall be listed as the Certificate Holder and included as an "Additional Insured" on the Insurance Page 5 of 17 Fixed Term Service Agreement#2017-002(Ver.]) Certificate for Commercial General Liability where required. This insurance shall be primary and non-contributory with respect to any other insurance maintained by, or available for the benefit of, the Additional Insured and the Contractor's policy shall be endorsed accordingly. 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 thirty (30) days prior to any expiration date. Coverage afforded under the policies will not be canceled or allowed to expire until the greater of: thirty (30) 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 the Contractor is required to meet. 13. INDEMNIFICATION. To the maximum extent permitted by Florida law, the Contractor shall defend, 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. 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 Parks and Recreation Division Page 6 of 17 Fixed Term Service Agreement#2017-002(Ver.1) 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 Proposal, Insurance Certificate(s), ❑■ Exhibit A Scope of Services, Exhibit B Fee Schedule, n RFP/ n ITB/EI Other # 17-7154 including Exhibits, Attachments and Addenda/Addendum, ❑ subsequent quotes, and ❑ Other Exhibit/Attachment: 17. APPLICABILITY. Sections corresponding to any checked box ( ■ ) expressly apply to the terms of this Agreement. 18. 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. 19. 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. 20. 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, 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: Page 7 of 17 Fixed Term Service Agreement#2017-002(Ver.1) 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. 21. OFFER EXTENDED TO OTHER GOVERNMENTAL ENTITIES. Collier County encourages and agrees to the successful Contractor extending the pricing, terms and conditions of this solicitation or resultant Agreement to other governmental entities at the discretion of the successful Contractor. 22. PAYMENTS WITHHELD. The County may decline to approve any application for payment, or portions thereof, because of defective or incomplete work, subsequently discovered evidence or subsequent inspections. The Contractor may nullify the whole or any part of any approval for payment previously issued and the Contractor may withhold Page 8 of 17 Fixed Term Service Agreement#2017-002(Ver.1) any payments otherwise due Contractor under this Agreement or any other Agreement between the County and Contractor, to such extent as may be necessary in the County's opinion to protect it from loss because of: (a) defective Work not remedied; (b) third party claims failed or reasonable evidence indicating probable fling of such claims; (c) failure of Contractor to make payment properly to subcontractors or for labor, materials or equipment; (d) reasonable doubt that the Work can be completed for the unpaid balance of the Contract Amount; (e) reasonable indication that the Work will not be completed within the Contract Time; (f) unsatisfactory prosecution of the Work by the Contractor; or (g) any other material breach of the Contract Documents. If any conditions described above are not remedied or removed, the County may, after three (3) days written notice, rectify the same at Contractor's expense. The County also may offset against any sums due Contractor the amount of any liquidated or unliquidated obligations of Contractor to the County, whether relating to or arising out of this Agreement or any other Agreement between Contractor and the County. 23. 0 CLEAN UP. Contractor agrees to keep the Project site clean at all times of debris, rubbish and waste materials arising out of the Work. At the completion of the Work, Contractor shall remove all debris, rubbish and waste materials from and about the Project site, as well as all tools, appliances, construction equipment and machinery and surplus materials, and shall leave the Project site clean. 24. STANDARDS OF CONDUCT: PROJECT MANAGER, SUPERVISOR, EMPLOYEES. The Contractor shall employ people to work on County projects who are neat, clean, well-groomed and courteous. Subject to the American with Disabilities Act, Contractor shall supply competent employees who are physically capable of performing their employment duties. The County may require the Contractor to remove an employee it deems careless, incompetent, insubordinate or otherwise objectionable and whose continued employment on Collier County projects is not in the best interest of the County. 25. SRI WARRANTY. Contractor expressly warrants that the goods, materials and/or equipment covered by this Agreement will conform to the requirements as specified, and will be of satisfactory material and quality production, free from defects, and sufficient for the purpose intended. Goods shall be delivered free from any security interest or other lien, encumbrance or claim of any third party. Any services provided under this Agreement shall be provided in accordance with generally accepted professional standards for the particular service. These warranties shall survive inspection, acceptance, passage of title and payment by the County. Contractor further warrants to the County that all materials and equipment furnished under the Contract Documents shall be applied, installed, connected, erected, used, cleaned and conditioned in accordance with the instructions of the applicable manufacturers, fabricators, suppliers or processors except as otherwise provided for in the Contract Documents. If, within one (1) year after final completion, any Work is found to be defective or not in conformance with the Contract Documents, Contractor shall correct it promptly after receipt of written notice from the County. Contractor shall also be responsible for and pay Page 9 of 17 Fixed Term Service Agreement#2017-002(Ver.1) for replacement or repair of adjacent materials or Work which may be damaged as a result of such replacement or repair. These warranties are in addition to those implied warranties to which the County is entitled as a matter of law. 26. C TESTS AND INSPECTIONS. If the Contract Documents or any codes, laws, ordinances, rules or regulations of any public authority having jurisdiction over the Project requires any portion of the Work to be specifically inspected, tested or approved, Contractor shall assume full responsibility therefore, pay all costs in connection therewith and furnish to the County the required certificates of inspection, testing or approval. All inspections, tests or approvals shall be performed in a manner and by organizations acceptable to the County. 27. n PROTECTION OF WORK. A. Contractor shall fully protect the Work from loss or damage and shall bear the cost of any such loss or damage until final payment has been made. If Contractor or anyone for whom Contractor is legally liable is responsible for any loss or damage to the Work, or other work or materials of the County or County's separate contractors, Contractor shall be charged with the same, and any monies necessary to replace such loss or damage shall be deducted from any amounts due Contractor. B. Contractor shall not load nor permit any part of any structure to be loaded in any manner that will endanger the structure, nor shall Contractor subject any part of the Work or adjacent property to stresses or pressures that will endanger it. C. Contractor shall not disturb any benchmark established by the County with respect to the Project. If Contractor, or its subcontractors, agents or anyone, for whom Contractor is legally liable, disturbs the County's benchmarks, Contractor shall immediately notify the County. The County shall re-establish the benchmarks and Contractor shall be liable for all costs incurred by the County associated therewith. 28. SUBMITTALS AND SUBSTITUTIONS. Any substitution of products/materials form specifications shall be approved in writing by the County in advance. 29. CHANGES IN THE WORK. The County shall have the right at any time during the progress of the Work to increase or decrease the Work. Promptly after being notified of a change, Contractor shall submit an estimate of any cost or time increases or savings it foresees as a result of the change. Except in an emergency endangering life or property, or as expressly set forth herein, no addition or changes to the Work shall be made except upon modification of the Purchase Order by the County, and the County shall not be liable to the Contractor for any increased compensation without such modification. No officer, employee or agent of the County is authorized to direct any extra or changed work orally. Any modifications to this Agreement shall be in compliance with the County Procurement Ordinance and Procedures in effect at the time such modifications are authorized. 30. 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. Page 10 of 17 Fixed Term Service Agreement#2017-002(Ver.1) 31. 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. 32. 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. 33. 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. 34. ❑ KEY PERSONNEL. The Contractor's personnel and management to be utilized for this project 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 services on a timely basis, and each person assigned shall be available for an amount of time adequate to meet the required service dates. The Contractor shall not change Key Personnel unless the following conditions are met: (1) Proposed replacements have substantially the same or better qualifications and/or experience. (2) that the County is notified in writing as far in advance as possible. The Contractor shall make commercially reasonable efforts to notify Collier County within seven (7) days of the change. The County retains final approval of proposed replacement personnel. �I 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 required services on a timely basis, and each person assigned shall be available for an amount of time adequate to meet required services. Page 11 of 17 Fixed Term Service Agreement#2017-002(Ver.1) 35. ❑■ ORDER OF PRECEDENCE. In the event of any conflict between or among the terms of any of the Contract Documents, the terms of solicitation the Contractor's Proposal, and/or the County's Board approved Executive Summary, the Contract Documents shall take precedence. ❑ ORDER OF PRECEDENCE (Grant Funded). In the event of any conflict between or among the terms of any of the Contract Documents and/or the County's Board approved Executive Summary, the terms of the Agreement shall take precedence over the terms of all other Contract Documents, except the terms of any Supplemental Conditions shall take precedence over the Agreement. To the extent any conflict in the terms of the Contract Documents cannot be resolved by application of the Supplemental Conditions, if any, or the Agreement, the conflict shall be resolved by imposing the more strict or costly obligation under the Contract Documents upon the Contractor at County's discretion. 36. 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. • 37. 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-FMOPS@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. 38. U SAFETY. All Contractors and subcontractors performing service for Collier County are required and shall comply with all Occupational Safety and Health Administration (OSHA), State and County Safety and Occupational Health Standards and any other applicable rules and regulations. Also, all Contractors and subcontractors shall be responsible for Page 12 of 17 Fixed Term Service Agreement#2017-002(Ver.1) the safety of their employees and any unsafe acts or conditions that may cause injury or damage to any persons or property within and around the work site. Collier County Government has authorized the Occupational Safety and Health Administration (OSHA) to enter any Collier County Facility, property and/or right-of-way for the purpose of inspection of any Contractor's work operations. This provision is non- negotiable by any division/department and/or Contractor. All applicable OSHA inspection criteria apply as well as all Contractor rights, with one exception. Contractors do not have the right to refuse to allow OSHA onto a project that is being performed on Collier County Property. Collier County, as the owner of the property where the project is taking place shall be the only entity allowed to refuse access to the project. However, this decision shall only be made by Collier County's Risk Management Division Safety Manager and/or Safety Engineer. (Intentionally left blank-signature page to follow) Page 13 of 17 Fixed Term Service Agreement#2017-002(Ver.1) 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. BOARD OF CO TY COMMISSIONERS ATTEST: COLLIER CS • T FLORID Dwig . Brock, C rk of Courts . ' By: ,_ „AO An: ohs,Chairman Dated: 4 I- (SEA,est as to Chairman's S4 r ure onlyOmni Aquatics, Inc. Contractor / rip �,,:� _ �� By: % first Witness 111 1‘ Signa ure V d►G �–t— / 1r TTy.e/print witness nameT W TType/print signature and titleT Second Witness nn C41-4Sfd9' W! TType/print witness name A:•rov•d as to rm nd Legality: t County Attorney cpu c 4 2 Print Name Page 10 of 10 17-7154 Structural and Mechanical Pools Omni Aquatics, Inc. Exhibit A Scope of Services • following this page (pages 1 through 4 ) ❑ this exhibit is not applicable Page 15 of 17 Fixed Term Service Agreement#2017-002(Ver.1) EXHIBIT A Attachment A-Scope of Work/Services and Technical Specifications Detailed Scope of Work Collier County Parks and Recreation Division is seeking bids from contractors that specialize in all aspects of our commercial aquatic facilities apart from the pool filtration system. The selected contractor will provide an on-call and urgent maintenance, equipment repair work for components of our commercial pool and interactive water feature facilities. Contractor(s) will be asked but not limited to: perform maintenance repair, replacement, and restoration services; complete rebuilding of large pumps and motor combinations; skimmers; heat exchangers; variable frequency drives (VFDs); piping repairs, replacement and repair of existing features (including slides), installation or repair of deck equipment, tile, coping, re-plastering, construction of decks, footers, pump houses (items directly connected/related to aquatic features),stem-walls and steps,handrails,and ADA chair lifts. Contractor(s) shall also supply miscellaneous parts and items that may include but not limited to electrical couplings,seals,gaskets,controllers,etc. Some services may include the following: 1. Permitting services relating to mechanical aquatic facilities. 2. Troubleshooting,repairing and/or replacing Automated Treatment Systems. 3. Troubleshooting,repairing and/or replacing Non-Chlorine Treatment Systems. 4. Troubleshooting,repairing and/or replacing Pumps(current pumps include,but are not limited to Baldor, ITT Marlow-Warner,A.O.Smith,U.S.Motor). 5. Troubleshooting,repairing and/or replacing Variable Frequency Drives(current VFDs include,but are not limited to SquareD and Allen Bradley). Parks and Recreation staff continuously inspects facilities and reports any issues to the aquatic supervisor. Once an issue is reported and when applicable, a Parks and Recreation representative shall prepare a scope of work and request for the contractor(s)on the resultant award to provide a responsive quote for the work.A responsive quote must be supplied within a twenty four(24)hour period. In each scope of work the County reserves the right but is not required to specify the period of completion. The County intends to utilize the awarded contractor(s) of this Invitation to Bid to complete most repairs,however there is no guarantee of work and the County reserves the right to issue separate quotes or formal bids for any work outside of our scope. The County reserves the right to conduct a direct purchase on materials utilized in repairs when the dollar value of the materials is in the best interest of the County. All material and supplies provided by the Awardee under this contract will be reimbursed on a strictly COST PLUS 10%arrangement only. Documentation of awardees' cost must be provided with actual invoices from the supplier. The invoices for materials purchased in excess of$5.00 will be required. Subcontracting/Specialty Contractors hired by the Awardee for services under this contract will be reimbursed on a strictly COST PLUS 15%arrangement only.Documentation of awardees'subcontractor costs must be provided with actual invoices from the subcontractor. The awarded contractor(s)shall maintain qualified workers with the ability to perform the specialized services for all aspects of the structural on-call and urgent commercial pool and interactive water feature structural maintenance repair,replacement and restoration services. Contractor(s)are also expected to: 1. Have a qualified representative available during regular hours (6:00AM —8:00PM) to discuss contract matters and who can make authoritative decisions. 2. Furnish all equipment,parts, supplies, and services to meet the specifications prescribed by the Parks and Recreation Division.Materials that do not meet specifications or equal the quality of the sample provided when applicable will be rejected. 3. Perform work onsite through in-field services or at a local shop. The awarded contractors shall provide labor and parts warranties upon completion of work. The contractor shall be or have access to a certified service local repair station and warranty station for their products. 4. Supply all manufacturers' manuals, including, but not limited to, repair and maintenance manuals for all components specific to equipment installed during the term of the award. 5. A minimum of five(5)years of experience with three(3)references in the commercial pool industry and in installing and operation of automated chemical controllers such as Hayward,Intermatic, Straintrol,BECSys or Zodiac/Jandy. 6. Adhere to each scope of work requested by the County's representative,including the period of completion, when specified. • Contractor(s)shall provide: i. A not-to-exceed total cost quote for the scope of work; ii. The expected number of work hours by each position (include hourly rate) and the extended total. iii. The breakdown of the cost for supplies,parts and equipment used for the scope of work; the contractor must provide itemized documentation of any materials that exceed$5.00. iv. Subcontracting/Specialty Contractors hired by the Awardee for services under this contract will be provided on a strictly COST PLUS 15%arrangement only. v. All material and supplies provided by the Awardee under this contract will be reimbursed on a strictly COST PLUS 10%arrangement only. 7. Provide the County with a twenty-four(24) hour per day, seven (7) day per week, urgent or business/cell phone number, FAX number and an email address. The selected contractor shall be on-site within two (2) hours for all locations in the Naples and Marco area.The response time for the Immokalee and Everglades City area shall be within three(3)hours(for urgent service calls). 8. Request approval by County representative before modifications or changes of manufactured equipment for items being purchased. 9. Provide a one(1)year warranty from the date of repair on material and workmanship. 10. Provide proven documentation that they have at least three (3) years of experience in commercial pool service industry. Contractor must be Commercial Pool/Spa Licensed. Technicians must be certified as a Certified Pool Operator (CPO) or Aquatic Facility Operator (AFO) along with Commercial Pool/Spa Contractor Licensed either by The State of Florida or Collier County. 11. Employ people to work at all County facilities who are competent and physically capable of performing the work.Each employee shall be neat in appearance. 12. The County may remove employees deemed careless, incompetent, insubordinate or otherwise objectionable, or whose continued employment on the job is deemed to be contrary to the best interests of the County. All Contractors and subcontractors performing services for Collier County are required to and shall comply with all Occupational Safety and Health Administration (OSHA), State and County Safety and Occupational Health Standards and any other applicable rules and regulations. Also, all Contractors and Subcontractors shall be responsible for the safety of their employees and any unsafe acts or conditions that may cause injury or damage to any persons or property within and around the work site. The two categories of work to be performed under this solicitation will be similar in scope for both regular hours and urgent hours with the exception of the following: Regular Hours(6:00 AM-8:OOPM) The contractor(s) shall be contacted by the Parks and Recreation representative and provided with a scope of work and Purchase Order.The selected contractor shall be on-site within two(2)hours for all locations in the Naples and Marco area.The response time for the Immokalee and Everglades City area shall be within three(3)hours. Urgent Hours(8:01PM-5:59AM) This work includes,but is not limited to the following: circulation pump not operating,structural damage to a pool due to inclement weather, broken feature to where it is not in operation, as well as any health department related issue.The selected contractor shall be on-site within one(1)hour for all locations in the Naples and Marco area.The response time for the Immokalee and Everglades City area shall be within one and a half(1.5)hours. Collier County's current Aquatic facilities are: Eagle Lakes Community Park 11565 Tamiami Trail E Naples,FL 34112 Water Facility Attractions: • Interactive Water Features(IWF) Vineyards Community Park 6231 Arbor Blvd Naples,FL 34119 Water Facility Attraction: • Interactive Water Feature(IWF) Golden Gate Community Park Aquatics Facility 3300 Santa Barbara Blvd Naples,FL 34116 Water Facility Attractions: • Diving well;(2)one-meter springboards,(1)three-meter springboard • 25 yard by 25-meter heated family pool;295,622 gallons • Waterslide drop pool,25'x 25' • One,36", 159' open"SilkTek"slide • One,32", 109'Aqua Tube(enclosed)slide • Heated Children's Activity Pool,3,191 sq.ft.;27,300 gallons Immokalee Sports Complex 505 Escambia Street Immokalee,FL 34142 Water Facility Attractions: • 25 yard by 25-meter Competition/Family Pool;295,622 gallons • (2)-one-meter Springboards • Waterslide into Family Pool;52.5'long • Children's Activity Pool,3,191 sq.ft.;27,300 gallons North Collier Regional Park Location#1 Sun-N-Fun Lagoon Water Park 15000 Livingston Road � �i� Naples,FL 34109 Water Facility Attractions: • Lazy River, 14'x1,245'; 513,759 gallons • (1)Waterslide into the Lazy River; 54"Open Flume Tube Slide,527' long • (4)Waterslides:3—32"--423' 435',&425' long,and 1-44"Giant Slide,313' long • Waterslide Catch Pool,36'x55';42,505 gallons • Family Pool,75'x116'; 191,055 gallons • Children's Wading Pool,94'x78'; 20,502 gallons • Activity Pool,60'x60'; 121,867 gallons • Lap and Dive Pool,55'x75'; 172,096 gallons • Interactive Water Feature(IWF) 8,378 gallons Location#2 Administration Building 15000 Livingston Road Naples,FL 34109 Water Facility Attraction: • Delta Landscaping pond<300 gallons County reserves the right to add and subtract locations as new facilities come online or are taken offline to meet County needs. Exhibit B Fee Schedule following this page (pages 1 through 1 ) Page 16 of 17 Fixed Term Service Agreement#2017-002(Ver.1) 17-7154 Structural and Mechanical Pool Contractors All material and supplies provided by the Awardee under this contract will be reimbursed on a strictly COST PLUS 10% arrangement only. Documentation of awardees'cost must be provided with actual invoices from the supplier. Subcontracting/Specialty Contractors hired by the Awardee for services under this contract will be provided on a strictly COST PLUS 15%arrangement only.Documentation of awardees'subcontractor costs must be provided with actual invoices from the subcontractor. Line Item Description Hourly Unit Price Tier 1:Project Management or Supervisor-Hourly Rate Monday- 1 $180.00 Friday 6:00 AM-8:00 PM Tier 1:Project Management or Supervisor-Hourly Rate for Urgent 2 work including Weekend's,Holiday's and Monday -Friday 8:01 PM- $270.00 5:59 AM Tier 2:Foreman,Crew Leader or Lead Repair Tech Hourly Rate 3 $170.00 Monday-Friday 6:00 AM-8:00 PM Tier 2:Foreman,Crew Leader or Lead Repair Tech Hourly Rate for 4 Urgent work including Weekend's,Holiday's and Monday -Friday $255.00 8:01 PM-5:59 AM 5 Tier 3:Skilled Labor Hourly Rate Monday-Friday 6:00 AM-8:00 PM $160.00 6 Tier 3:Skilled Labor Hourly Rate for Urgent work including Weekend's, $240.00 Holiday's and Monday -Friday 8:01 PM-5:59 AM 7 Tier 4:General Labor Hourly Rate Monday-Friday 6:00 AM-8:00 PM $150.00 8 Tier 4:General Labor Hourly Rate for Urgent work including Weekend's,Holiday's and Monday -Friday 8:01 PM-5:59 AM $225.00 Other Exhibit/Attachment Description: [I following this page (pages through ) III this exhibit is not applicable Page 17 of 17 Fixed Term Service Agreement#2017-002(Ver.1) � l ® A�o CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 3/5/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Five County Insurance Agency, Inc. PHONE Certificate Department FAX 14120 Metropolis Ave Exn:239-939-1400 (A/C,No):239-939-3813 Ft. Myers FL 33912 ADDRESS: certs@fivecountyinsurance.com INSURER(S)AFFORDING COVERAGE NAIC# INSURERA:American Bankers Insurance 10111 INSURED OMNIA-1 INSURER B: Omni Aquatics Inc 1110 Pine Ridge Road#203 INSURERC: Naples FL 34108 INSURERD: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:1519697093 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR INSD WVD POLICY NUMBER (MM/DD/YYYY) (MM/DD/YYYY) A X COMMERCIAL GENERAL LIABILITY Y GLP025452400 12/12/2017 12/12/2018 EACH OCCURRENCE $1,000,000 DAMAGE TO RENTED CLAIMS-MADE X OCCUR PREMISES(Ea occurrence) $300,000 MED EXP(Any one person) $10,000 PERSONAL&ADV INJURY $1,000,000 GE 'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE _ $2,000,000 PRO POLICY X JECT LOC PRODUCTS-COMP/OPAGG $2,000,000 OTHER: $ A AUTOMOBILE LIABILITY GLP025452400 12/12/2017 12/12/2018 COMBINED SINGLE LIMIT $ (Ea accident) 1,000,000 ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS X HIRED X NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY (Per accident) UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ A WORKERS COMPENSATION WCV025452500 12/13/2017 12/13/2018 X STATUTE EORH AND EMPLOYERS'LIABILITY Y/N ANYPROPRIETOR/PARTNER/EXECUTIVEN/A E.L.EACH ACCIDENT $500,000 OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $500,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $500,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Contract#17-7154 Certificate holder is included as an additional insured when required per written contractual agreement on a primary&non-contributory basis with respects to General Liability. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Collier County Board of County Commissioners 3295 Tamiami Trail E AUTHORIZED REPRESENTATIVE Naples FL 34112 ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD