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#18-7418 (ADFS, LLC)
FIXED TERM SERVICE AGREEMENT # 18-7418 for Storm Shutter Preventative Maintenance and Repair THIS AGREEMENT, made and entered into on this 3' day of LS0.'CZU 20 (`� , by and between ADFS, LLC , authorized to do business in the State of Florida, whose business address is 855 Highway 277, Chipley, FL 32428 , (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 ■ upon the date of Board approval or I Ion 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 • Purchase Order ❑ . 3. STATEMENT OF WORK. The Contractor shall provide services in accordance with the terms and conditions of •-2-- ' -c: • ' ■ Invitation to Bid (ITB) Othef ( ) # 18-7418 , including all Attachment(s), Exhibit(s) and Addenda and the Contractor's proposal referred to herein and made an integral part of this Agreement. ■ 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.]) 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): satisfaction of the County's project manager before payment for the fixed price contract ib authorized. • 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. ■ 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 n _ . _ . _ _- -- • , , . .. . . . Travel - - . _ . _ ; . , ._. and Reimbursable Expenses must be approved in advance in writing by the County. Travel . ae - aile 43,r-eakfast $4438 $4-9-49 Aiffafe Rental car -• _ •,.• _. ... . - .- - • - vehicles - -_ _ _ ,. „ long distance charges, fax charges, photocopying charges and postage. Reimbursable 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 # 85-8015966531C. 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: ADFS, LLC Address: 855 Highway 277 Chipley, FL 32428 Authorized Agent: Tyler Porter, CEO Attention Name & Title: Telephone: 850-676-1355 E-Mail(s): Tporter©adfsllc.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 Fixed Term Service Agreement#2017-002(Ver.l) CA-t") Board of County Commissioners for Collier County, Florida Division Name: Facilities Management Division Division Director: Miguel Carballo, Interim Director Address: 3335 Tamiami Trail East Naples, Florida 34112 Administrative Agent/PM: Linda Best, Sr. Operations Analyst Telephone: 239-252-8380 E-Mail(s): Linda.Best@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. �9 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. ■ 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. ■ 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 $ 1,000,000 for each accident. - . . . _ - claim and aggregate. n cyber Liability: Coverage shall have minimum limits of$ per claim. : Coverage shall have minimum limits of$ per claim. Page 5 of 17 Fixed Term Service Agreement#2017-002(Ver.1) 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 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. Page 6 of 17 Fixed Term Service Agreement#2017-002(Ver.1) /n1 14. AGREEMENT ADMINISTRATION. This Agreement shall be administered on behalf of the County by the Facilities Management Division 15. CONFLICT OF INTEREST. Contractor represents that it presently has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of services required hereunder. Contractor further represents that no persons having any such interest shall be employed to perform those services. 16. COMPONENT PARTS OF THIS AGREEMENT. This Agreement consists of the following component parts, all of which are as fully a part of the Agreement as if herein set out verbatim: Contractor's Proposal, Insurance Certificate(s), Exhibit A Scope of Services, Exhibit B Fee Schedule, ❑ RFP/ 0 ITB/111 Othor #18-7418 , including Exhibits, Attachments and Addenda/Addendum, ❑ eubscqucnt queue n Other Exhibit/Attachment: Attachment A 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: Page 7 of 17 Fixed Term Service Agreement#2017-002(Ver.1) 9 IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: Communication and Customer Relations Division 3299 Tamiami Trail East, Suite 102 Naples, FL 34112-5746 Telephone: (239) 252-8383 The Contractor must specifically comply with the Florida Public Records Law to: 1. Keep and maintain public records required by the public agency to perform the service. 2. Upon request from the public agency's custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. 3. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the Contractor does not transfer the records to the public agency. 4. Upon completion of the contract, transfer, at no cost, to the public agency all public records in possession of the Contractor or keep and maintain public records required by the public agency to perform the service. If the Contractor transfers all public records to the public agency upon completion of the contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the contract, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the public agency, upon request from the public agency's custodian of public records, in a format that is compatible with the information technology systems of the public agency. If Contractor observes that the Contract Documents are at variance therewith, it shall promptly notify the County in writing. Failure by the Contractor to comply with the laws referenced herein shall constitute a breach of this Agreement and the County shall have the discretion to unilaterally terminate this Agreement immediately. 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. Page 8 of 17 Fixed Term Service Agreement#2017-002(Ver.l) O� 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 County may nullify the whole or any part of any approval for payment previously issued and the County may withhold any payments otherwise due to 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. • 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. ❑� 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, Page 9 of 17 Fixed Term Service Agreement#2017-002(Ver.]) 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 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. .._ inspections, tests o-r approvals shall be performed in a manner and by organizations 27. • 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. Page 10 of 17 Fixed Term Service Agreement#2017-002(Ver.1) /40 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. 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. Li KEY PERSONNEL. The Contractor's personnel and management to be utilized for The Contractor shall make commcrcially reasonable efforts to notify Collier County within pefs-en rFek n 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) 0 35. n 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. ----- -- - ..Executive Summary, the terms of thc Agreement shall take precedence over the terms of all other Contract Documents, except thc terms of any Supplemental Conditions shall take 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. Page 12 of 17 Fixed Term Service Agreement#2017-002(Ver 1) 4 38. Vol 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 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 go Fixed Term Service Agreement#2017-002(Vert) 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. ATTEST: BOARD OF ' N COMM! - : RS COLLIER 'LIN , FLORID • j' Crystal K. Kinzel, Clerk of Courts & Comptr .ler By: _9-O By: Andy Solis, Esq. , Chairman Dated: `t (St as,toGiairman's, Contractulsses: ADFS, LLC Contras,r • / „td : Alii Contractor's First Witness g ur : StrUe_rSCY-1 ep1 �o1Lv t ° TType/•rint signature and titleT T pe/pr'it witness nameT Contract. s Second Witness Lori C. v�s TType/print witness nameT A •prove! •s to ' • , and Legality: Count Attorney Print ame Page 14 of 17 Fixed Term Service Agreement#2017-002(Ver.]) Exhibit A Scope of Services Ill following this page (containing 4 pages) E this exhibit is not applicable Page 15of17 ,�� Fixed Term Service Agreement#2017-002(Ver.]) \) ITB# 18-7418 "Storm Shutter Preventative Maintenance and Repair" SCOPE OF SERVICES The intent of this award is to obtain preventative maintenance and repairs for Automatic and Manual Storm Shutters on County owned and leased buildings and facilities to minimize the down time and maintain the systems in top operating condition. Awarded Contractor will provide preventative maintenance services, routine repair services, and Urgent repair services including but not limited to commercial/ residential Storm Shutters. The Contractor will be paid according to Exhibit B- Fee Schedule. Contractor may also be required to conform to the County's Work Management procedures, such as utilizing work order forms or future online work order system,at no additional cost to the County.The Contractor will be responsible for utilizing any systems used by the County for work order requests under this Agreement. Contractor must provide requested certifications and licenses they hold necessary to perform the services outlined in the bid specifications; however,currently there are no required licenses or certifications required to work on County equipment. The Contractor shall use qualified technicians to complete all work in accordance with the requirements specified in the bid. Typically, maintenance and repair services will be completed during normal business hours; however, the County may request services during off-hours, as deemed necessary by the County Representative and/or designee. Normal business hours are considered Monday through Friday between 7:00 AM and 5:00 PM. After hours are considered before 7:00 AM and after 5:00 PM on weekdays and at any time on Saturday, Sunday or County Observed Holiday. An after-hours rate will be allowed for off-hours services PREVENTATIVE MAINTENANCE Preventative maintenance will be requested as the County requires. The County representative or designee will provide a full scope of work for each shutter preventative maintenance and remedial repair project, including the shutter type (manual or automatic) and quantity per PM for maintenance and repairs to the Contractor. A preventative maintenance checklist must be completed for each location (Attachment A of Solicitation#18-7418). The Contractor will submit a time and materials proposal for the cost of the work. The Contractor may not begin work until a written approval and purchase order from the County representative or designee is received. The preventative maintenance covered by this scope of work includes (all checks, or processes, may not be applicable to all equipment types or models): 1. Visual Inspection • Check shutter operation utilizing both manual and/or motorized mechanisms. Caution: Electric shutter switches should be in the neutral position when not in use. Complete the shutter cycle on electric shutters before reversing the direction. Return sw itch to neutral position after test completed; • Inspect all manual cranks; • Inspect the tracks and wheel and clean the dirt, salt, insect nests or other particles that may cause problems with the operation of the shutters • Inspect all power connections and wires for signs of overheating; and • Inspect the condition of removable hurricane shutter panels and that they are stored properly • Inspect for damaged slats and note any other damaged, missing or worn parts. • Check installation hardware of removable hurricane shutter panels for corrosion, tightness, missing parts Page 1 of 4 2. Internal Operating Parameters • Calibrate and record all electronics to system specifications; • Update firmware, as necessary, with customer approval (parts if required are included at no charge with full parts coverage); • Lubricate the moving parts; • Check cables; and • Test the auto-reverse and safety features, if applicable. 3. External Operating Parameters • Test door balance; • Inspect and replace rollers, springs, cables; • Replace weather-stripping; • Test Urgent Evacuation Systems (EVAC), if applicable. 4. Monitoring System Parameters, if applicable • Alarm archive review and printing; • Alarm lamp test-local and remote, if applicable; • Replace all open monitor bulbs; • Inspect battery monitoring system; and • Review battery test in history, if applicable. 5. Additional Items • Clean dirt/dust accumulation, when possible; • Check nuts, bolts, screws, connections for tightness and heat discoloration; and • Operational system testing. • Customer consultation; • Verbal and written recommendations; and • General Observations. Following the preventative maintenance inspection, a written report / check list will be provided detailing the results of the inspection, services completed, and making specific recommendations for future remedial action upgrades, etc. Preventative maintenance on each unit / system is required to be completed in accordance with the manufacturer's recommendations. Preventative maintenance will be billed by item serviced. Actual records must be provided for payment. These records will include but not be limited to: a summary spreadsheet for each unit serviced with the date of service and an attestation signed by the Contractor. REPAIR SERVICES (including routine and urgent) This section includes routine and urgent repair services for storm shutters, mechanical motors, and any other related mechanical equipment and/or related work associated with storm shutters. • Remedial repairs: Once a purchase order is issued,the County representative or designee would expect that the work commence within two (2) business days„ unless otherwise directed by the County representative or designee. • Routine and Urgent Repair Work: The County will issue a written work request for on-call repair work. The County representative or designee would expect that the on-call service for routine repair commence within one (1) business day from the authorization notification, unless otherwise directed by the County representative or designee. Urgent repair work shall commence within three (3) hours from the initial work request. Page 2 of 4 06, • After Hours Services: The County representative or designee will identify the needed maintenance and repair and request that work be completed as soon as reasonably practicable. The County representative or designee may direct the Contractor to com mence work through a written communication. Contractor's Responsibilities 1. Contractor shall furnish all necessary labor, materials, equipment, tools, consumables, transportation, skills, and incidentals required for the preventative maintenance, repairs, and miscellaneous services for the County's systems. 2. On-Call Schedule: Contractor will provide an on-call schedule twenty-four(24) hours a day, seven (7) days per week, 365 days per year. Contractor shall provide the County with an on-call telephone number(s) for both standard and Urgent service. 3. Scheduling: All normal maintenance, service, and repairs shall be conducted during normal working hours, Monday through Friday between 7:00am and 5:00pm, excluding County holidays or County observed holidays. To arrange for an appointment to perform service at a particular facility, contact the County designee at a minimum of 24 hours in advance of the work. 4. Repair Parts: All repair parts must be approved and be of genuine and original manufacturer's parts. The Contractor will be required to provide proof of the Original Manufacturer's parts through providing invoices or photographs at the time of invoice submission. The Contractor shall be required to expressly warrant that all parts are new and free from defects, warranted for their merchantability and meet the performance specifications of the original equipment. In the event a portion, or all of an order, is found to be defective when delivered and/ or installed, the Contractor shall immediately replace the equipm ent at no cost to the County. 5. Additions and Deletions of Equipment: The County retains the right to add or to delete any equipment and/or locations from service provided under this Contract as described herein, upon written notification by the County designee to the Contractor, without needing additional Board approval. 6. Records and Documentation: The Contractor is responsible to maintain and update records for each type of equipment serviced. The documentation will include, and not be limited to, records of all service calls, preventative maintenance performed, and any system modifications, if applicable. The Contractor(s) will not charge for any call back work. 7. Inspections: The County and the Contractor may conduct an inspection of the completed services provided in response to any resulting purchase order. Any deficiencies noted during an inspection shall be corrected before final acceptance. Such deficiencies will be corrected within 24 hours after receipt of notification, at the Contractor's expense, or the County may follow the provisions in Section 12c (below). Deductions may be imposed at the time of initial notification for lack of performance. If the Contractor fails to correct the defects within this time frame, the County shall be entitled to have the work remedied, charge a deduction /fine (see Section - Performance Measures and Contract Deductions), and the Contractor shall be fully liable for all costs and expenses reasonably incurred by the County. 8. Performance Measures: The Contractor shall maintain compliance with the following performance measures: • The Contractor will provide all required reports and records within the time frame specified to the County Representative or designee. Page 3 of 4 • The Contractor will advise the County, in writing, of any extenuating circumstances that will prohibit the Contractor from meeting the above-outlined performance measures. • The Contractor will furnish all necessary labor, tools, equipment and services to perform contracted services specified in the contract. The Division Management and/or County Representative shall be the final authority on any issues that may arise as to the quality and acceptability of any work performed under the resultant contract. • If any tasks are omitted or not performed satisfactorily, fully, and completely and with the frequency designated by the Contract, the entire affected area as defined solely by the County Representative or designee shall be found to be a non-performance area. 9. Final Acceptance by County: The County shall consider the work complete when the Contractor has completed in its entirety all of the work and the County has accepted all of the work and notified the Contractor in writing that the work is complete. Once the County has approved and accepted the work, Contractor shall be entitled to payment in accordance with the Contract requirements. 10. Equipment Inventory: The Contractor shall, under no circumstances, remove any equipment containing a County asset sticker. The Contractor shall request that, when replacing equipment, the asset sticker be removed by an appropriate County staff member authorized to adjust equipment inventory records. Page 4 of 4 Exhibit B Fee Schedule following this page (containing 1 pages) 111:; Page 16 of 17 Fixed Term Service Agreement#2017-002(Ver.1) 18-7418 Shutter Preventative Maintenance and Repair FEE SCHEDULE Category 1 Labor ADFS, LLC Personnel Positions Price Per Hour Project Manager $ 55.00 Site Superintendent $ 35.00 Technician $ 19.00 Apprentice $ 10.00 Category 2 - Services Service Unit Price Preventative Maintenance- Per shutter $ 35.00 Mark up for any parts, leased equipment, materials, equipment, etc shall be 10% Mark up for subcontractors shall be 15% After hours will be calculated at 1 and 1/2 time After Hours rate shall only be charged for time actually worked during the After Hours period Other Exhibit/Attachment Description: Attachment A- Preventative Maintenance Inspection Checklist I following this page (containing 1 page/s) ❑ this exhibit is not applicable Cq / Page 17 of 17 Fixed Term Service Agreement#2017-002(Ver.1) ATTACHMENT A fig//?;?04 r� '3' i � Qagei ,. Facility Name: Address: Date of Inspection: Make&Model: #of Storm Shutters: INSPECTION* REMARKS Visual Inspection •Check shutter operation utilizing both manual and/or motorized mechanisms. Caution:Electric shutter switches should be in the neutral position when not in use. Complete the shutter cycle on electric shutters before reversing the direction.Return switch to neutral position after test completed; •Inspect all manual cranks; •Inspect the tracks and wheel and clean the dirt,salt,insect nests or other 1. particles that may cause problems with the operation of the shutters •Inspect all power connections and wires for signs of overheating;and •Inspect the condition of removable hurricane shutter panels and that they are stored properly •Inspect for damaged slats and note any other damaged,missing or worn parts. •Check installation hardware of removable hurricane shutter panels for corrosion, tightness,missing parts Internal Operating Parameters •Calibrate and record all electronics to system specifications; •Update firmware,as necessary,with customer approval(parts if required are 2. included at no charge with full parts coverage); •Lubricate the moving parts; •Check cables;and •Test the auto-reverse and safety features,if applicable. External Operating Parameters •Test door balance; 3. •Inspect and replace rollers,springs,cables; •Replace weather-stripping; •Test Emergency Evacuation Systems(EVAC),if applicable. Monitoring System Parameters,if applicable •Alarm archive review and printing; •Alarm lamp test-local and remote,if applicable; 4. •Replace all open monitor bulbs; •Inspect battery monitoring system;and •Review battery test in history,if applicable. Additional Items •Clean dirt/dust accumulation,when possible; •Check nuts,bolts,screws,connections for tightness and heat discoloration;and 5. •Operational system testing. •Customer consultation; •Verbal and written recommendations;and •General Observations. • Inspection checklist to be used in conjunction with the Manufacturer's written instructions for preventative maintenance. * Per site visit, Contractor must provide a minimum of three photos(before,during,after)of the storm shutters being serviced. * At all times, contractor is responsible to maintain a safe working environment,and compliance with any applicable OSHA and Collier County Risk safety standards. RECOMMENDATIONS FOR REPAIRS:(Include cost estimates.Continue on separate sheet if needed) Contractor's Representative: (Signature: Date: A DATE(MMIDD/YYYY) CERTIFICATE OF LIABILITY INSURANCE 12/03/2018 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 Richard Miller NAME: Rogers Insurance Agency PHONE (850)638-1805 FAX (850)638-7255 (AIC.No.Ext); (AIC,No): 1396 JACKSON AVENUE E-MAIL ricky©riachipley.com ADDRESS: P.O.BOX 430 INSURER(S)AFFORDING COVERAGE NAIC# CHIPLEY FL 32428 INSURER A: 208-ATTAIN SPECIALTY INSURANCE COMPANY INSURED INSURER B: Auto-Owners Insurance Company ADFS,LLCINSURER C: 208-EVANSTON INSURANCE COMPANY PO Box 321 INSURER D INSURER E: Chipley FL 32428 INSURER F: COVERAGES CERTIFICATE NUMBER: CL1853101515 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 ADDL SUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSO WVD POLICY NUMBER (MMIDDrYYYY) (MMIDDIYYYY) LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE S 1,000,000 CLAIMS-MADE /� OCCUR DAMAGE TO RENTED 100,000 PREMISES(Ea occurrence) $ MED EXP(Any one person) $ 5,000 A Y CIP324863 03/21/2018 03/21/2019 PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATES 2,000,000 POLICY JECO00 T LOC PRODUCTS-COMP/OPAGG $ 2,0 ,000 OTHER: s $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT 5 1,000,000 (Ea accident) _ X ANY AUTO BODILY INJURY(Per person) S B OWNED SCHEDULED 5168347800 03/21/2018 03/21/2019 BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY _ AUTOS ONLY (Per accident) ADI $ X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 1,000,000 C EXCESSLIAB CLAIMS-MADE EZXS1019681 05/11/2018 03/21/2019 AGGREGATE $ 1,000,000 DED RETENTION$ $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? N IA E.L.EACH ACCIDENT $ (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE S If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS I LOCATIONS!VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached If more space Is required) Collier County Board of Commissioners,or board of County Commissioners in Collier County or Collier County Government or Collier County Included as an additional Insured under the captioned Commercial General Liability and Automobile Liability policies on a primary and non-contributary basis per written contract. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN Collier County Board of Commisioners ACCORDANCE WITH THE POLICY PROVISIONS. 3295 Tamiami Trail E. AUTHORIZED REPRESENTATIVE ��'''�� RD Naples FL 34112 </f��= ©1988-2015 ACOCORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD DATE ' ` `x' CERTIFICATE OF LIABILITY INSURANCE 12/03/2018 ' 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 be endorsed.If SUBROGATIONIS 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 PAYCHEX INSURANCE AGENCY INC/PAC NAME: 76250882 PHONE (877)287-1312 FAX (888)443-6112 (NC,No,Ext): (AIG No): 150 SAWGRASS DRIVE E-MAIL ROCHESTER NY14620 ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC# INSURER A: Hartford Fire and Its P&C Affiliates 00914 INSURED INSURER B: ADFS LLC INSURER C: 855 HIGHWAY 277 INSURER 0: CHIPLEY FL 32428-2526 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 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.NOTWTHSTANDING 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 SUER POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR INSR WVD (MM/DDtYYW) (MM/DD/YYYY) COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE CLAIMS-MADE OCCUR DAMAGE TO RENTED PREMISES(Ea occurrencel - MED EXP(My one person) PERSONAL&ADV INJURY GEN'L AGGREGATE LIMIT APPLIES PER. GENERAL AGGREGATE _ POLICY PECO" LOC PRODUCTS-COMP/OP AGO JOTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT (Ea accident) ANY AUTO BODILY INJURY(Per person) —ALL OWNED —SCHEDULED BODILY INJURY(Per accident) AUTOS AUTOS HIRED AUTOS NON-OWNED PROPERTY DAMAGE AUTOS (Per accident) UMBRELLA LIAB OCCUR EACH OCCURRENCE EXCESS UAB CLAIMS-MADE AGGREGATE DED RETENTION S WORKERS COMPENSATION PER x OTH- AND EMPLOYERS'LIABILITY STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE Y/N E.L.EACH ACCIDENT $1,000,000 A OFFICER/MEMBERECCLUDED? — N/A — 76 WEG AC0761 10/30/2018 10/30/2019 (Mandatory in NH) E.L DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under — DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Those usual to the Insured's Operations. CERTIFICATE HOLDER CANCELLATION COLLIER COUNTY BOARD OF SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE COUNTY COMMISSIONERS THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 3295 TAMIAMI TRL E ACCORDANCE WITH THE POLICY PROVISIONS. NAPLES FL 34112-5758 AUTHORIZED REPRESENTATIVE ©1988-2015 ACORD CORPORATION.All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD