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Agenda 03/08/2011 Item #16E2 r\ . 3Ja/2011 Item 16~E.2. '~S~y Reco.~tion to appmve taw award ofRiFP # 10..5313. ~lU JW........."aDd ~ to Jebuon Controls, lac., and T_pa ,Ba1SyftelDJ Sales, .-.dlblaT..p' Bay TraJIe EMt"I.V, Serviees.in tbe eithnated Haul__ of SI60_. . ()BJEC'tIVE: To provide for continuing, energy m~ '~lwhich include: energy management, energy retrofit. building automation, chiller operations, HVAC heatinglventilationlair conditioning, fire alarm controla"an(tseeudty ~ , CO~SmJRATIONS:The Department of Facilities ~. ,.is teSPOnsibk;t. for the maintenance alOd repair of aU County facilities (four million .......'-Q.. Which consists of ,repair, replacement, and co~ of air-conditioning, fighting, .~..~ ventilation, and chiller maintenance. RFP # 10-5373, "Energy Management," provides s~ forti'teroajQffunctions of btJildmg management, which ,indude but ar.e not limited to: Irl$~.tion andsefVi~ of the buildif'l9:control~ems ~Qf~. HVAC and etectricaJ systems by zonesthroughotit,COunty buHdin9S.' .' .,,' Installation; repair, maintenance and retrofitting, and new instaIIationof1be . theonalice storage at selected County sites. " . Inst$llation and service of Thetl'mlt Stcr8ge e~. Puaactive central plant optimization. . Servicl!tS~ for the in8taJIation, repair) and maintenance of Collier County:s;.chitled ,water loop systems, including valves, ,pumps,sensors. ,fixtwres. ... "."- aasoeiated parts. ) .' , , . New ins.taMation, repilir, ~t, 'and ,~. of HVAC .and dehlJm~tion equipment, including, but not limited toi. the ,.County's ' _ious HVAC and dehumidification systems. ,Maintenance, monitoring, and repair of the County'sfwe. alarm systems~as . ~~. ' New construction, installation, engineering, ~I~' and"no of County's security sYetem. .' ~ I RFP #1~5373q"~ on September 24, 201Q. F~$ix (46)~icp of the ,RfP were emailEid "and two (2Lproposels were received by the due.e of 0cl0ber21 ,2010., On Novemijfr 22, 2010, theSeJectiOJ'l committee selected ~ fwms ~ on .~j e~, capacity, cost, and quality. The, committee seI$Cted thefoDowing ,.~, .the. .~, Qandidates ,to provide ~rgy management services to Coltier County: '.. ' .1. Johnson. COAtro1s, Inc. 2. . Tampa.eay TraneEnergy ServiC$s Pricing for these services are referenced in Exhibit "'A" toesch comractand attached~. Joonson Controls, tnc. W8$ selected ,as the primary vendor,byttte~ion committee end'as such witl-be .cauect first toprovicte services. If ~:Controls, Inc" cannot provide~riate resources. parts or seMces in a timely ;andlor...~' effective manner then the'~ry 1~ 2. 3. r'\ 4. 5. 6. 7. 8. r\ P"t Page ~1028- r'\ r-"\ r-"\ 378/2011 Item 16.E.2. ~n, Tampa Bay TraneEnergy Services, wilt be useci. to provide energy ma~nt s~. . FISC~ ~ACl':Energy Ma~nt Service e~osesa~$160,OOO annuaIlY:....E~ are budgeted inFaci~ftAanag"'ent operating bUdgEn,.OO1..124240. Capital projec;tsmaY'~ this contract as needed. LEGAL CO~SID~~110NS:This item has been revieWEK1. and approved by the COLlntY Attorney's Office,is..,ly .suffic::kmt. for Board action andonly...requires a majorit}1 vot~fQr approval-SRT. . GROW'J'H MANAGE~NT 1MP~(:1': There is no impaot.to the Growth ManagementPlan' related to this action. .. . ~COMMENDI\'ffl)N: Approve the award of RFP#1o..S373andcontr"aptsto Johnson Controls, Inc., and Tampa BaySy$tems Sales, toe. d/b/a Tampa Bay Trane EnergyS$rvk;es, and authoriZe, the Chairman to sign the attachedco~"erCounty Attorney.review. Prepare<iBy; Dennis Linguidi,Facifities Manager, Department of Facilitie8Management Packet Page -lO~9- 3/8/2011Item16.E.2. .~ COLLIER COUNTY 8oardof .County Cornmlssiar1eJ' Item Number: 16~E.2. Item Summary: Recommen.tiQn to approve the~dof RFP#1Q-S373, IIEnergy Management, II and agreements toJohnson Controls, Inc., aJl.d Tampa Bay Systems Sales, Inc. dlbla Tampa Bay Trane Energy Services in the estimatedannual.amo~nt of$160,OOO. Meeti", Date: 3/8/2011 Prepared By Name:~inguidiDennis Title:.Manager - Facilities,Facilities Management 2110/2011 3:14:14 PM Submitted by f\ Title: Mpager - Facilities,Facilities Management Name: Linguid~s 2/10/201 L3:14:15PM Approved By Name: SmithKristen Title: Administrative Secretary,Risk Management Date: 2/10/20114:49:21 PM Name; WardKelsey Title: . Manager - Contracts Administration,Purch~ing & Ge Date: 2110/20114:57:24 PM Name: CarnellSteve Title: Director - PurchasinglGeneral Services,Purchasing Date: 2/10/2011 5:03:59 PM Name: WoodLyn Title: Contracts Specialist,Purchasing & General. Services Date: 2/1112011 8:18:54 AM ~ Packet Page -103Q.. Name: CampSkip r"\ Title:. Director - Facilities Management;Facilities Manage Date: 2/11/2011 8:29:40 AM Name: TeachScott Title:. .~. County Attomey,County Attorney Date: 2/18/2011 2:46:41 PM Name: PticeLen Title: Adlninistrator - Administrative Services, Date: 2/24/2011 8:43:27 AM Name: StanleyTherese Title: Management/BudgetAnalyst, Senior,Office ofManagement& ~dget Date: 2/24/20112: 12:19 PM Name: K.latzkowJeff Title: County Attorney, Date: 2/24/2011 2:51 :32 PM Name:OchsLeo Title: County Manager ~ Date: 2/2612011 2:27:09 PM r"\ Packet Page ..1()31- -a/8/2011 Item 16.E.2. 3/8/2011 Item 16.E.2. ..-.. Exhibit "Trane Pricina" to the EnerQV Manaaement Contract Prices Effective *** Terms of Contract*** Energy Management RFP #10-5373 Trane Inc. Services Category Mechanical General Mechanical Work Overtime Holiday Hourly/Rate/Markup $90.00 $135.00 $135.00 HVAC Light Commercial Units < 20 Tons Light Commercial Unit Overtime Holiday $80.00 $120.00 $120.00 HVAC Commercial OX Units> 20 Tons Clerical Overtime Holiday . $90.00 $135.00 $135.00 HVAC Chiller Chiller Mechanic Overtime ,,-..., Holiday $105.00 $160.00 $160.00 Controls Controls Technician Overtime Holiday $105.00 $160.00 $160.00 Parts Cost + 25% Materials Cost + 25% "-...,, Packet Page -1032- 3/8/2011 Item 16.E.2. Exhibit "JCI Pricing" to the Ener!JV Management Contract Prices Effective *** Terms of Contract*** Energy Management RFP #10-5373 Johnson Controls Inc; Hourly/Rate/Markup ~ Services Category Construction Personnel Site Supervisor System Engineer Clerical System Design Material Handling Mileage Project Manager Lead System Specialist System Technician Overtime HVAC Service Personnel Clerical Material Handling Mileage Chiller Mechanic Project Manager Service / HVAC Technician Service / Controls Technician Overtime $90.00 $102.00 $55.00 $90.00 $55.00 $1.00 $129.00 $102.00 $65.00 1.5 Standard Rate $55.00 $55.00 $1.00 $100.00 $129.00 $86.00 $115.00 1.5 Standard Rate ~ Fire & Security Services Clerical Material Handling Mileage Fire Inspector Project Manager System Technician System Engineer Service Representative Overtime $55.00 $55.00 $1.00 $65.00 $129.00 $102.00 $102.00 $102.00 1.5 Standard Rate Subcontractor Subcontracted Services (includes communications Systems and other services provided through subcontractors) JCI + 10% Non - Johnson Controls Inc. Catalogued Products Vendor Quote + 10% Overhead Included P~t 1~ Parts In House Materials Discounts Outside Vendor Materials List + Tax + Freight List X .5 Cost + 25% Freight Cost of freight delivery, from the factory to its final destination, will be calculated on a Job by job basis. ;-..... Packet Page -1033- 3/8/2011 Item 16.E.2. Exhibit "Trane Pricina" to the Enerav Manaaement C Prices Effective *** Terms of Contract*** Energy Management RFP #10-5373 Trane Inc. ~ Services Category Mechanical General Mechanical Work Overtime HVAC Light Commercial Units < 20 Tons Light Commercial Unit Overtime HVAC Commercial OX Units> 20 Tons Clerical Overtime HVAC Chiller Chiller Mechanic Overtime Controls Controls Technician Overtime -, Parts Materials ,-., Packet Page -1034- Hourly/Rate/Markup $90.00 1.5 Standard Rate $80.00 1.5 Standard Rate $90.00 1.5 Standard Rate $105.00 1.5 Standard Rate $105.00 1.5 Standard Rate Cost + 25% Cost + 25% 3/8/2011 Item 16.E.2. :ontract /""'"'.., ~ .~ Packet Page -1035- 3/8/2011 Item 16.E.2. EXHIBIT B ~. Collier Coun Government 661-2000 Discount 1.25 Ad'usted Price $0.00 $0.00 $0.00 $0.00 $0.00 Material and Parts (Markup of 25%) $0.00 Total Material and Parts Cost Rate Personnel Cate ories General Mechanical Work 90.00 Overtime 135.00 Holida 135.00 Li ht Commercial units <20 tons 80.00 Overtime 120.00 Holida 120.00 Commercial DX =/>than 20 tons 90.00 Overtime 135.00 Holida 135.00 Chiller Mechanic 105.00 Overtime 160.00 Holida 160.00 ............. Controls Technician 105.00 Overtime 160.00 Holida 160.00 Total Labor Adjusted Price $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Collier Coun Permit 0.00 o TOTAL JOB #REF! ~ Packet Page -1036- 3/8/2011 Item 16.E.2. EXHIBIT B Job Name: I Collier County Government 661-2000 I Collier PO#: I Section A .. Discount Adjusted Price Johnson Controls Material (List less .5 Discount) 0.5 $0.00 $0.00 $0.00 $0.00 $0.00 Freiaht Total JCI Material cost $0.00 Rate HourslMlles Adlusted Price Section B - Construction Personal 90.00 $0.00 Site Suoervisor 102.00 $0.00 System Enaineer 55.00 $0.00 Clerical 55.00 $0.00 Material Handlina 1.00 $0.00 Mileaae 129.00 $0.00 Proiect Manaoer 65.00 $0.00 System Technician 102.00 $0.00 Lead System Soecialist $0.00 Total Labor $0.00 I I Rate HourslMlles Adlusted Price Section C - Fire & Security & Securltv Services 55.00 $0.00 Clerical 55.00 $0.00 Material Handlina 1.00 $0.00 Mileaae 65.00 $0.00 Fire Insoector 129.00 $0.00 Proiect Manaaer 102.00 $0.00 System Technician 102.00 $0.00 System Enoineer 102.00 $0.00 Total Labor $0.00 Section D Cost .. 1.1 Subcontractor $0.00 $0.00 $0.00 $0.00 $0.00 Total Subcontractor $0.00 I I Section E Cost I 1.25 Outside Vendor Material $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Freight $0.00 Total Outside Vendor Material $0.00 Total Profit Cost (.10 x Total) $0.00 Subtotal $0.00 Subtotal wlo JCI Material JCI Material From Above Collier County Permit 0.00 0 Packet Page -1037- ~ r". ~. ~ ,-. 3/8/2011 Item 16.E.2. TOTAL JOB #REF! ,-. Packet Page -1038- 3/8/2011 Item 16.E.2. A G R E E MEN T 10-5373 ~ for Energy Management Services THIS AGREEMENT, made and entered into on this 22nd day of February 2011, by and between Tampa Bay Systems Sales, Inc. d/b/a Tampa Bay Trane., authorized to do business in the State of Florida, whose business address is 902 N. Himes Avenue, Tampa, Florida 33609, hereinafter called the "Contractor" and Collier County, a political subdivision of the State of Florida, Collier County, Naples, hereinafter called the "County": WIT N E SSE T H: 1. COMMENCEMENT. The contract shall be for a three (3) year period, commencing on March 1,2011, and terminating on February 28, 2014. 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 three (3) year periods. The County shall give the Contractor written notice of the County's intention to extend the Agreement term not less than ten (10) days prior ~ to the end of the Agreement term then in effect. 2. STATEMENT OF WORK. The Contractor shall provide HV AC and/or energy management services for construction, retrofit, and/or maintenance services on any County facility involving any of the systems, services or products in accordance with RFP 10-5373 and the terms and conditions of Agreement. The Contractor will be responsible for engineering, design knowledge, and compliance with all relevant local, State and Federal codes and regulations. The pricing schedule in Exhibit U A," attached hereto and incorporated herein by reference, as well as additional services as required and mutually negotiated and agreed upon in writing by the County and the Contractor, will be considered part of this Agreement. 2.1 This Agreement contains the entire understanding between the parties and any modifications to this Agreement shall be mutually agreed upon in writing by the Contractor and the County in compliance with the County Purchasing Policy and Administrative Procedures in effect at the time such services are authorized. 2.2 Ownership to and title in any and all equipment, materials, items or devices installed by the Contractor in a County facility shall pass to the County upon the acceptance by the County of said equipment, materials, items or devices in the County facility . ~ Page 1 of8 Packet Page -1039- 3/8/2011 Item 16.E.2. ~ 2.3 The Contractor shall provide to the County all record drawings, operating instructions, and m.aintenance procedures for all equipment and control systems installed under this Agreement. 2.4 For projects performed by the Contractor directly or indirectly for the County, the performance of the work shall be subject to and governed by the terms and conditions of this Agreement. 3. THE CONTRACT SUM. The County shall pay the Contractor for the performance of this Agreement an estimated annual amount of one hundred sixty thousand dollars ($160,000.00), based on the unit prices set forth in Exhibit" A," subject to Change Orders as approved in advance by the County. Payment will be made upon receipt of a proper invoice and upon approval by the Facilities Manager or his designee, and in compliance with Chapter 218, Fla. Stats., otherwise known as the "Local Government Prompt Payment Act." 3.1 The County shall pay the Contractor for the performance of this Agreement in accordance with any of the following three (3) payment methods: ,.-.... ~ A. Emergency work will be performed on a time and material basis. B. For construction (new work), retrofit projects and routine maintenance services, the Contractor may submit a proposal, either on a lump sum basis or a time and material basis with a "Not to Exceed" total, at the discretion of the County. All pricing shall be based 'on the rates indicated in Exhibit" A." Each proposal shall be supported by a completed spreadsheet, the template for which shall be as shown in Exhibit "B," attached hereto and incorporated by reference. For lump sum proposals, the spreadsheet is for identifying resource allocation only and not required for payment processing. The County shall pay the Contractor for the performance of work outlined in each proposal as accepted and approved by the Director of Facilities Management or his designee in compliance with the County Purchasing Policy and Administrative Procedures in effect at the time such services are authorized. Departmental requests for services shall be paid upon completion or partial completion of the work tasks as accepted and approved by the appropriate Department Director or his designee pursuant to the Contractor's proposal and schedule for that department. C. Payment for maintenance service contracts shall be paid according to the terms of each maintenance contract in compliance with the County Purchasing Policy and Administrative Procedures in effect at the time such services are authorized. Page 2 of8 Packet Page -1040- 3/8/2011 Item 16.E.2. 3.2 All prices in Exhibit" A" may be adjusted by the County on the anniversary date of the Agreement, based on the annual change to the Consumer Price Index-Southern States, under" All Urban Consumers, All Items," using the latest release available preceding the notice of the adjustment. The County shall determine the value, if any, of this annual adjustment. The Contractor must request an adjustment in writing, no more than thirty (30) calendar days after the anniversary date of this Agreement. ~ 3.3 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 contract. 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. 4. 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. 5. 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: Mike Brousil, Account Manager Tampa Bay Systems Sales, Inc. d/b/a Tampa Bay Trane 902 N. Himes Avenue Suite 108, #343 Tampa, Florida 33609 Telephone: 813-877-8251 Facsimile: 813-877-5162 ;~ All Notices from the Contractor to the County shall be deemed duly served if mailed or faxed to the County to: Collier County Government Center Purchasing Department - Purchasing Building 3327 Tamiami Trail, East Naples, Florida 34112 Attention: Steve Carnell, Purchasing/ GS Director Telephone: 239-252-8371 Facsimile: 239-252-6584 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. ...-... Page 3 of8 Packet Page -1041- 3/8/2011 Item 16.E.2. ,-.., 6. 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. 7. 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. 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. 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 contract 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. 9. 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. 10. NO DISCRIMINATION. The Contractor agrees that there shall be no discrimination as to race, sex, color, creed or national origin. 11. INSURANCE. The Contractor shall provide insurance as follows: -- A. Commercial General 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 Premises and Operations; Independent Contractors; Products and Completed Operations and Contractual Liability. Page 4 of8 Packet Page -1042- 3/8/2011 Item 16.E.2. B. Business Auto Liability: Coverage shall have minimum limits of $500,000 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. 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. Renewal certificates shall be sent to the County ten (10) days prior to any expiration date. There shall be a thirty (30) day notification to the County in the event of cancellation or modification of any stipulated insurance coverage. Contractor shall insure that all subContractors comply with the same insurance requirements that he is required to meet. The same Contractor shall provide ~ County with certificates of insurance meeting the required insurance provisions. 12. 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, 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. CONTRACT ADMINISTRATION. This Agreement shall be administered on behalf of the County by the Facilities Management Department. 14. 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. r".. Page 5 of8 Packet Page -1043- 3/8/2011 Item 16.E.2. ~ 15. COMPONENT PARTS OF THIS CONTRACT. This Contract consists of the attached component parts, all of which are as fully a part of the contract as if herein set out verbatim: Contractor's Proposal, Insurance Certificate, RFP #10-5373 Specifi- cations/Scope of Services and Exhibits" A" and "B." 16. SUBTECT 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. 17. 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, 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 contract held by the individual arid/ or firm for cause. ...-.., 18. IMMIGRATION LAW COMPLIANCE. By executing and entering into this agreement, the Contractor is formally acknowledging without exception or stipulation that it is fully responsible for complying with the provisions of 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. 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. 19. 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 contract to other goverrunental entities at the discretion of the successful proposer. 20. 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. 21. ADDITIONAL ITEMS/SERVICES. Additional items and/ or services may be added to this contract upon satisfactory negotiation of price by the Contract Manager and Contractor, subject to approval by the County. ---- 22. 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 Page 6 of8 Packet Page -1044- 3/8/2011 Item 16.E.2. 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. .~ 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. 23. KEY PERSONNEUPROTECT STAFFING: The proposer'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 insure that competent persons will be utilized in the performance of the contract. Selected firm shall assign as many people as necessary to complete the projects on a timely basis, and each person assigned shall be available for an amount of time adequate to meet the dates set forth in the Project Schedule. Firm 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. Firm 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. *** ~ Page 70f8 Packet Page -1045- 3/8/2011 Item 16.E.2. IN WITNESS WHEREOF, the Contractor and the County, have each, respectively, by an authorized person or agent, hereunder set their hands and seals on the date and year first above written. ~ ATTEST: Dwight E. Brock, Clerk of Courts By: Dated: (SEAL) Approved as to form and legal sufficiency: Deputy County Attorney ~. Print Name First Witness tType/print witness namet Second Witness tType/print witness namet -- BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA By: Fred W. Coyle, Chairman Tampa Bay Systems Sales, Inc. d/b/a Tampa Bay Trane Contractor By: Signature Typed signature and title Page 8 of8 Packet Page -1046- 3/8/2011 Item 16.E.2. A G R E E MEN T 10-5373 ~ for Energy Management Services THIS AGREEMENT, made and entered into on this 22nd day of February 2011, by and between Johnson Controls, Inc., authorized to do business in the State of Florida, whose business address is 2430 Vanderbilt Beach Road, Suite 108, Naples, Florida 34109, hereinafter called the "Contractor" and Collier County, a political subdivision of the State of Florida, Collier County, Naples, hereinafter called the "County": W I TN E SSE T H: 1. COMMENCEMENT. The contract shall be for a three (3) year period, commencing on March 1,2011, and terminating on February 28,2014. 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 three (3) year periods. The County shall give the Contractor written notice of the County's intention to extend the Agreement term not less than ten (10) days prior ~ to the end of the Agreement term then in effect. 2. STATEMENT OF WORK. The Contractor shall provide HV AC and/or energy management services for construction, retrofit, and/or maintenance services on any County facility involving any of the systems, services or products in accordance with RFP 10-5373 and the terms and conditions of Agreement. The Contractor will be responsible for engineering, design knowledge, and compliance with all relevant local, State and Federal codes and regulations. The pricing schedule in Exhibit II A," attached hereto and incorporated herein by reference, as well as additional services as required and mutually negotiated and agreed upon in writing by the County and the Contractor, will be considered part of this Agreement. 2.1 This Agreement contains the entire understanding between the parties and any modifications to this Agreement shall be mutually agreed upon in writing by the Contractor and the County in compliance with the County Purchasing Policy and Administrative Procedures in effect at the time such services are authorized. 2.2 Ownership to and title in any and all equipment, materials, items or devices installed by the Contractor in a County facility shall pass to the County upon the acceptance by. the County of said equipment, materials, items or devices in the County facility. ~ Page 1 of8 Packet Page -1047- 3/8/2011 Item 16.E.2. 2.3 The Contractor shall provide to the County all record drawings, operating instructions, and maintenance procedures for all equipment and control systems installed under this Agreement. ~ 2.4 For projects performed by the Contractor directly or indirectly for the County, the performance of the work shall be subject to and governed by the terms and conditions of this Agreement. 3. THE CONTRACT SUM. The County shall pay the Contractor for the performance of this Agreement an estimated annual amount of one hundred sixty thousand dollars ($160,000.00), based on the unit prices set forth in Exhibit" A," subject to Change Orders as approved in advance by the County. Payment will be made upon receipt of a proper invoice and upon approval by the Facilities Manager or his designee, and in compliance with Chapter 218, Fla. Stats., otherwise known as the "Local Government Prompt Payment Act". 3.1 The County shall pay the Contractor for the performance of this Agreement in accordance with any of the following three (3) payment methods: ~ ---- A. Emergency work will be performed on a time and material basis. B. For construction (new work), retrofit projects and routine maintenance services, the Contractor may submit a proposal, either on a lump sum basis or a time and material basis with a "Not to Exceed" total, at the discretion of the County. All pricing shall be based on the rates indicated in Exhibit" A." Each proposal shall be supported by a completed spreadsheet, the template for which shall be as shown in Exhibit "B," attached hereto and incorporated by reference. For lump sum proposals, the spreadsheet is for identifying resource allocation only and not required for payment processing. The County shall pay the Contractor for the performance of work outlined in each proposal as accepted and approved by the Director of Facilities Management or his designee in compliance with the County Purchasing Policy and Administrative Procedures in effect at the time such services are authorized. Departmental requests for services shall be paid upon completion or partial completion of the work tasks as accepted and approved by the appropriate Department Director or his designee pursuant to the Contractor's proposal and schedule for that department. C. Payment for maintenance service contracts shall be paid according to the terms of each maintenance contract in compliance with the County Purchasing Policy and Administrative Procedures in effect at the time such services are authorized. Page 2 of8 Packet Page -1048- 3/8/2011 Item 16.E.2. 3.2 All prices in Exhibit" A" may be adjusted by the County on the anniversary date of the Agreement, based on the annual change to the Consumer Price Index-Southern States, under "All Urban Consumers, All Items," using the latest release available preceding the notice of the adjustment. The County shall determine the value, if any, of this annual adjustment. The Contractor must request an adjustment in writing, no more than thirty (30) calendar days after the anniversary date of this Agreement. .~ 3.3 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 contract. 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. 4. 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. 5. 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: Shawn M. Simpson, Account Executive Johnson Controls, Inc. 2430 Vanderbilt Beach Road Suite 108, #343 Naples, Florida 34109 Telephone: 239-455-2930 Facsimile: 239-455-2985 ~ All Notices from the Contractor to the County shall be deemed duly served if mailed or faxed to the County to: Collier County Government Center Purchasing Department - Purchasing Building 3327 Tamiami Trail, East Naples, Florida 34112 Attention: Steve Carnell, Purchasing/ GS Director Telephone: 239-252-8371 Facsimile: 239-252-6584 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. ~ Page 3 of8 Packet Page -1049- 3/8/2011 Item 16.E.2. .--... 6. 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. 7. 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. 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. 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 contract 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. 9. 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. 10. NO DISCRIMINATION. The Contractor agrees that there shall be no discrimination as to race, sex, color, creed or national origin. 11. INSURANCE. The Contractor shall provide insurance as follows: ,.- A. Commercial General 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 Premises and Operations; Independent Contractors; Products and Completed Operations and Contractual Liability. Page 4 of8 Packet Page -1050- 3/8/2011 Item 16.E.2. B. Business Auto Liability: Coverage shall have minimum limits of $500,000 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. 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. Renewal certificates shall be sent to the County ten (10) days prior to any expiration date. There shall be a thirty (30) day notification to the County in the event of cancellation or modification of any stipulated insurance coverage. Contractor shall insure that all subContractors comply with the same insurance requirements that he is required to meet. The same Contractor shall provide ~ County with certificates of insurance meeting the required insurance provisions. 12. 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, 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 ansmg from the sole negligence of Collier County. 13. CONTRACT ADMINISTRATION. This Agreement shall be administered on behalf of the County by the Facilities Management Department. 14. 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. ,.-..... Page 5 of8 Packet Page -1051- 3/8/2011 Item 16.E.2. ~ 15. COMPONENT PARTS OF THIS CONTRACT. This Contract consists of the attached component parts, all of which are as fully a part of the contract as if herein set out verbatim: Contractor's Proposal, Insurance Certificate, RFP #10-5373 Specifi- cations/Scope of Services and Exhibits" A" and "B." 16. SUBTECT 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. 17. 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, 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 contract held by the individual and/ or firm for cause. /"""'\ 18. IMMIGRATION LAW COMPLIANCE. By executing and entering into this agreement, the Contractor is formally acknowledging without exception or stipulation that it is fully responsible for complying with the provisions of 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. 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. 19. 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 contract to other governmental entities at the discretion of the successful proposer. 20. 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. 21. ADDITIONAL ITEMS/SERVICES. Additional items and/ or services may be added to this contract upon satisfactory negotiation of price by the Contract Manager and Contractor, subject to approval by the County. ~ 22. 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 Page 6 of8 Packet Page -1052- 3/8/2011 Item 16.E.2. 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. ~ 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. 23. KEY PERSONNEl/PROTECT STAFFING: The proposer'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 insure that competent persons will be utilized in the performance of the contract. Selected firm shall assign as many people as necessary to complete the projects on a timely basis, and each person assigned shall be available for an amount of time adequate to meet the dates set forth in the Project Schedule. Firm 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. Firm 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. *** ~. Page 7 of8 Packet Page -1053- I J 3/8/2011 Item 16.E.2. IN WITNESS WHEREOF, the Contractor and the County, have each, respectively, by an authorized person or agent, hereunder set their hands and seals on the date and year first above written. ...-... ATTEST: Dwight E. Brock, Clerk of Courts BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA By: By: Dated: (SEAL) Fred W. Coyle, Chairman Approved as to form and legal sufficiency: Deputy County Attorney ---- Print Name Johnson Controls, Inc. Contractor By: First Witness Signature tType/print witness namet Second Witness Typed signature and title tType / print witness name t --- Page 8 of8 Packet Page -1054-