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#18-7472 (D.A. Systems) FIXED TERM SERVICE AGREEMENT # 18-7472 for Alarm Monitoring Services __ -- 11 THIS AGREEMENT, made and entered into on this __ day of Y 1rC� 2019 , by and between D.A. Systems Inc. d/b/a Dehart Alarm Systems , authorized to do business in the State of Florida, whose business address is 4707 Enterprise Ave, Ste 4 Naples, Florida 34104 , (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 IMI upon the date of Board approval or on and terminating on three (3 ) year(s) from that date or until all outstanding Purchase Order(s) issued prior to the expiration of the Agreement period have been completed or terminated. The County may, at its discretion and with the consent of the Contractor, renew the Agreement under all of the terms and conditions contained in this Agreement for two (2 ) additional one ( 1 ) year(s) periods. The County shall give the Contractor written notice of the County's intention to renew the Agreement term prior to the end of the Agreement term then in effect. The County Manager, or his designee, may, at his discretion, extend the Agreement under all of the terms and conditions contained in this Agreement for up to one hundred and eighty (180) days. The County Manager, or his designee, shall give the Contractor written notice of the County's intention to extend the Agreement term prior to the end of the Agreement term then in effect. 2. COMMENCEMENT OF SERVICES. The Contractor shall commence the work upon issuance of a ❑■ Purchase Order ❑Notice to Proceed. 3. STATEMENT OF WORK. The Contractor shall provide services in accordance with the terms and conditions of I I Request for Proposal (RFP). ■ Invitation to Bid (ITB) 1 I Other ( ) # 18-7472, 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.1) 3.1 This Agreement contains the entire understanding between the parties and any modifications to this Agreement shall be mutually agreed upon in writing by the Parties, in compliance with the County's Procurement Ordinance, as amended, and Procurement Procedures in effect at the time such services are authorized. 4. THE AGREEMENT SUM. The County shall pay the Contractor for the performance of this Agreement based on Exhibit B- Fee Schedule, attached hereto and the price methodology as defined in Section 4.1. Payment will be made upon receipt of a proper invoice and upon approval by the County's Contract Administrative Agent/Project Manager, and in compliance with Chapter 218, Fla. Stats., otherwise known as the "Local Government Prompt Payment Act". 4.1 Price Methodology (as selected below): .. . . ..__ — : • • • e e • — e•- e e.— ; "— _ - transferred from the County to the contractor; and, as a business practice there arc no 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. I■I 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) .mss 4-4 n — _ . , - .. . . . - - • - Travel and Mileage $0.111.5 per mile Breakfast Lunch $11.00 Dinner $19-00 Rental car _ ,. -. .... .. vehicles Lodging Actual cost of lodging at single occupancy rate with a cap of no more than $150.00 per night Parking Actual cost of parking Taxi or Airport Limousine Actual cost of either taxi or airport limousine undertaken pursuant to this Agreement. 5. SALES TAX. Contractor shall pay all sales, consumer, use and other similar taxes associated with the Work or portions thereof, which are applicable during the performance of the Work. Collier County, Florida as a political subdivision of the State of Florida, is exempt from the payment of Florida sales tax to its vendors under Chapter 212, Florida Statutes, Certificate of Exemption # 85-8015966531C. 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: D.A. Systems Inc. d/b/a Dehart Alarm Systems Address: 4707 Enterprise Ave Ste.4 Naples, Florida 34104 Authorized Agent: Matt Sutter, President Attention Name & Title: Telephone: (239) 643-7744 E-Mail(s): Matts@dehartalarms.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.1) "CA O Board of County Commissioners for Collier County, Florida Division Name: Facilities Management Division Division Director: Damon Grant Address: 3335 Tamiami Trail East, Suite 101 Naples, Florida 34112-5356 Administrative Agent/PM: Amanda Condomina Telephone: (239) 252-8380 E-Mail(s): Amanda.Condomina@colliercountyfl.gov The Contractor and the County may change the above mailing address at any time upon giving the other party written notification. All notices under this Agreement must be in writing. 7. NO PARTNERSHIP. Nothing herein contained shall create or be construed as creating a partnership between the County and the Contractor or to constitute the Contractor as an agent of the County. 8. PERMITS: LICENSES: TAXES. In compliance with Section 218.80, F.S., all permits necessary for the prosecution of the Work shall be obtained by the Contractor. The County will not be obligated to pay for any permits obtained by Subcontractors. Payment for all such permits issued by the County shall be processed internally by the County. All non-County permits necessary for the prosecution of the Work shall be procured and paid for by the Contractor. The Contractor shall also be solely responsible for payment of any and all taxes levied on the Contractor. In addition, the Contractor shall comply with all rules, regulations and laws of Collier County, the State of Florida, or the U. S. Government now in force or hereafter adopted. The Contractor agrees to comply with all laws governing the responsibility of an employer with respect to persons employed by the Contractor. 9. NO IMPROPER USE. The Contractor will not use, nor suffer or permit any person to use in any manner whatsoever, County facilities for any improper, immoral or offensive purpose, or for any purpose in violation of any federal, state, county or municipal ordinance, rule, order or regulation, or of any governmental rule or regulation now in effect or hereafter enacted or adopted. In the event of such violation by the Contractor or if the County or its authorized representative shall deem any conduct on the part of the Contractor to be objectionable or improper, the County shall have the right to suspend the Agreement of the Contractor. Should the Contractor fail to correct any such violation, conduct, or practice to the satisfaction of the County within twenty-four (24) hours after receiving notice of such violation, conduct, or practice, such suspension to continue until the violation is cured. The Contractor further agrees not to commence operation during the suspension period until the violation has been corrected to the satisfaction of the County. Page 4 of 17 Fixed Term Service Agreement#2017-002(Ver.1) 0 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. [11 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. I 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. II 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. • - -- this insurance. Such insurance shall have limits of not less than $ each claim and aggregate. n : Coverage shall have minimum limits of$ per Page 5of17 Fixed Term Service Agreement#2017-002(Ver.l) 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) 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), U Exhibit A Scope of Services, Exhibit B Fee Schedule, 7 RFP/ ISI ITB/I ) Other #18-7472 , including Exhibits, Attachments and Addenda/Addendum, I I subsequent quotes, and Other Exhibit/Attachment: 17. APPLICABILITY. Sections corresponding to any checked box ( ■ ) expressly apply to the terms of this Agreement. 18. SUBJECT TO APPROPRIATION. It is further understood and agreed by and between the parties herein that this Agreement is subject to appropriation by the Board of County Commissioners. 19. PROHIBITION OF GIFTS TO COUNTY EMPLOYEES. No organization or individual shall offer or give, either directly or indirectly, any favor, gift, loan, fee, service or other item of value to any County employee, as set forth in Chapter 112, Part III, Florida Statutes, Collier County Ethics Ordinance No. 2004-05, as amended, and County Administrative Procedure 5311. Violation of this provision may result in one or more of the following consequences: a. Prohibition by the individual, firm, and/or any employee of the firm from contact with County staff for a specified period of time; b. Prohibition by the individual and/or firm from doing business with the County for a specified period of time, including but not limited to: submitting bids, RFP, and/or quotes; and, c. immediate termination of any Agreement held by the individual and/or firm for cause. 20. COMPLIANCE WITH LAWS. By executing and entering into this Agreement, the Contractor is formally acknowledging without exception or stipulation that it agrees to comply, at its own expense, with all federal, state and local laws, codes, statutes, ordinances, rules, regulations and requirements applicable to this Agreement, including but not limited to those dealing with the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either may be amended; taxation, workers' compensation, equal employment and safety including, but not limited to, the Trench Safety Act, Chapter 553, Florida Statutes, and the Florida Public Records Law Chapter 119, including specifically those contractual requirements at F.S. § 119.0701(2)(a)-(b) as stated as follows: Page 7 of 17 Fixed Term Service Agreement#2017-002(Ver 1) 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.I) S 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. I. 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.1) S 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. ■ TESTS AND INSPECTIONS. If the Contract Documents or any codes, laws, ordinances, rules or regulations of any public authority having jurisdiction over the Project requires any portion of the Work to be specifically inspected, tested or approved, Contractor shall assume full responsibility therefore, pay all costs in connection therewith and furnish to the County the required certificates of inspection, testing or approval. All inspections, tests or approvals shall be performed in a manner and by organizations acceptable to the County. 27. • 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) CAO 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. KEY PERSONNEL. The Contractor's personnel and management to be utilized for ..- .- . . -. - .._ • -. ..-._-: _. - ..- -.. ..- -. -_.-. -.ate. . . . ._._.-._ ,._- - - .. •-. �..._ personnel. If 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 of17 Fixed Term Service Agreement#2017-002(Ver.l) 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. among the terms of any of the Contract Documents and/or the County's Board approved precedence over the Agreement. To the extent any conflict in the tcrms of the Contract the Agreement, the conflict shall be resolved by imposing the more strict or costly ee ww "e- w w. Ne--**-* www . . e - --- - e.-- ' .e.. 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) CA O 38. n 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 Fixed Term Service Agreement#2017-002(Ver.]) y ', CS----7 4-1 -Z 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 CO TY COMMISSIONERS COLLIER C• A✓ ' : ,IDA Crystal K. Kinzel, Clerk of Courts & �i Co iT. ,,"-f , Ce) ' B t...........- _...t.,....,1.-..,Ahmt A By: .......„,,... . — /illiam L. McDaniel,Jr. Chairman Dated: , (SEAL) : 0 airman's D.A. Systems Inc. 1 '•I nature only. - ' d/b/a Dehart Alarm Systems Contr„actor;s Witnesses: ' � > Contractor IP , Jz4- LIA,uLBy: be S.riic Contractor's First Witness A ASignat i 0 cA s(A*-Ik r.' -,,,,t ferry rry / u (rho (' TType/print signature and titleT TType/pririt witness n met ,jci,_,..._ ,i,t, Contractor's Second Witness L L E,Qldie ' TType/print witness nameT A •. . -d s qn and Legality: ...., __4.__,1____ 1)4*j-1* -.7G:A Gk. Cou ty Attorney Print Name Page 14 of 17 Fixed Term Service Agreement#2017-002(Ver.I) Exhibit A Scope of Services Iill following this page (containing 5 pages) ❑ this exhibit is not applicable Page 15 of 17 Fixed Term Service Agreement#2017-002(Ver.1) 1 18-7472-Alarm Monitoring Services SCOPE OF SERVICES This award is for the service of monitoring alarm systems. There are approximately twenty (20) fire alarms and forty-one (41) burglar alarms monitoring is to be completed 24 hours a day, 7 days a week for the term of the contract.The Contractor,at a minimum,should possess a Certified Alarm System Contractor I license. Material Markup-Necessary Materials include,but are not limited to the following; • Key pads • Motion Detectors • Door Contacts • Window Contacts • Glass Break Sensors • Panic/Duress Buttons • Horns • Alarm Panels • Dialers • Wiring Additional Specifications Field Visit inspections can be scheduled by calling the Operations Center Supervisor, Facilities Management (239)252-8380. Monthly Reports/Records A written "Monthly Report" shall be delivered to the Facilities Project Manager or his designee no later than the seventh(7th) calendar day of each calendar month. The report shall contain copies of all records and incidents of alarms or troubles, but not limited to inspection and testing results, all maintenance items performed, and any additional work performed under the contract. The report shall be neat, legible and in a typed format. Failure to do so will result in a fine, as described below in the Contract Deductions section. Response Times Typically, testing, preventative maintenance, and repair services will be completed during normal business hours; however, the County may request services during After Hours, as deemed necessary by the Facilities Project Manager or designee. Normal business hours are considered Monday through Friday 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 of time and one half will be allowed.Alarm monitoring is to be completed 24 hours a day,7 days a week for the term of the contract. Collier County considers all burglar and fire system issues to be of utmost urgency. The Contractor shall be available on a twenty-four (24) hour basis, three hundred sixty-five (365) days per year for such urgent work. The Contractor shall provide the County with an on-call telephone number for urgent service. The Contractor shall employ an adequate staff of approved technicians to provide service,taking into account vacation and other leaves. The County will issue a written work request for all work. The County requires a response to any request within two (2) hours of initial contact. The Contractor will be required to be on site within twenty-four(24) hours of the Contractor's response to the County;unless otherwise directed by the Facilities Project Manager or designee. For urgent work, the Contractor shall be on- site and begin work within two (2) hours of the Contractor's response to the initial call or email sent by the County for sites located in Greater Naples area and four(4) hours for rural sites. Page 1 of 5 New Work/Estimates The Contractor shall provide written, turn-key, time and material, "Not to Exceed" estimates on all projects except on urgent work. This estimate shall include the estimated number of hours, hourly rate, number and types of employees required, estimated material cost and number of calendar days required for project completion. Contractor shall respond to requests for estimates for non-urgent work within two (2) business days and provide written estimates within five (5) business days. It shall be the Contractor's responsibility to ensure they have all information to prepare accurate estimates. All work will be ordered by the issuance of a numbered Purchase Order. While the County intends to use the awarded Contractor, the County reserves the right, at any time, to request additional quotes or bids from other contractors per the Board's Purchasing Ordinance. Replacement/Repair Parts All replacement/repair parts must be approved and be of genuine and original manufacturer's parts. The Contractor shall be required to expressly warrant that all replacement is 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 equipment at no cost to the County. Emergency/Natural Disaster work The County shall be considered a "prime contract" and all necessary resources shall be directed to this contract enabling the County to continue to function during any urgent need or natural disaster. On a twenty-four (24) hours basis, the Contractor may be required to travel to the site immediately to meet with the Facilities Project Manager or designee, law enforcement, or emergency personnel to resolve an emergency. The Contractor shall respond to a telephone or emergency call within one (1) hour. There shall be no additional charge for these responses. Post storm response time shall be as soon as it is safe to go out to the job site.If given direction to do disaster/ post storm work, the response must be within the timeframe as set by Facilities Project Manager or designee on pre-disaster/storm communication. Any exceptions will be through the approval of the Facilities Project Manager or designee. If the Contractor's designated point of contact does not answer an emergency call, the Contractor will be written up for each missed emergency call. If the Contractor does not respond to three calls, the Contractor may be deemed as nonresponsive and terminated from the contract. Warranties All new equipment warranty work shall be provided by the original warranty supplier. All warranty responsibility for previously purchased, but still under warranty, equipment will continue to be provided by the original warranty supplier until expiration of the warranty period. Upon expiration of the warranty period, responsibility for maintenance shall automatically transfer to the Contractor, unless otherwise directed by the project manager. All trouble calls shall be initially reported to the Contractor. If the trouble call involves a warranty item, the Contractor shall notify the project manager, who will then have the responsibility of placing and tracking the warranty trouble call with the warranty supplier. Maintenance of the warranty inventory list and the notification of a warranty trouble call to the project manager shall be provided by the Contractor at no additional cost to the County. Additions and Deletions of Equipment: The County retains the right to add or to delete any equipment from service provided under this Contract as described herein,upon written notification by the Facilities Project Manager or designee to the Contractor. Page 2 of 5 C a) The County shall attempt to provide advanced notice to the Contractor of all additional and/or new equipment. However, should Contractor personnel receive a maintenance or repair call and records show that the individual piece of equipment is not inventoried and covered by this contract; Contractor personnel will perform repairs as if equipment was covered by this Contract and shall notify the County designee. b) The County,or designee,will provide notice of equipment addition in writing to the Contractor. The Contractor may then charge for that piece of equipment, as described below, respectively, effective the date the Contractor was called for service on that piece of equipment. c) If removing equipment from coverage, the County shall provide fifteen (15) days prior written or electronic notice. Equipment removed from coverage prior to the 15th shall not be billed for that month; equipment removed after the 15th shall be billed for the whole month. Any prepaid coverage fees will be refunded pro-rata to the County in the form of credit on a subsequent billing. Facility Safety and Security The Contractor(s) employees are to comply with all legal and safety requirements, including, and without limitation, the requirements of the Occupational Safety and Health Act (OSHA) and the National Institute for Occupational safety and Health (NIOSH). Any practice deemed hazardous by qualified County staff will be immediately halted upon verbal or written notification to the Contractor by the Facilities Project Manager or designee. Work must be performed in accordance with industry standards & guidelines. The Contractor will comply with all applicable federal, state and local laws, ordinances,rules and regulations pertaining to the performance of the services requested herein. Any deductions levied due to inadequacies, or failure to comply with any requirements, will be the sole responsibility of the Contractor. Any employee or representative of the contractor found not in conformance with any laws,statutes,rules or regulations will not be allowed on job sites.Violations by the Contractor may constitute cause for immediate termination of the Agreement. The Contractor shall replace or repair any loss at their cost. The County may withhold payment or make such deductions as it may deem necessary to insure reimbursement for loss or damage to property or persons through negligence of the Contractor and its employees. All Contractor personnel will have on their shirts the name of the Contractor's business name and County issued photo identification available at all times. Site access will be limited to required company vehicles and delivery vehicles only. Any parking at any of the County buildings or facilities is to be coordinated, in advance of starting any work, with the Facilities Project Manager or designee. Contractor parking shall not interfere with County personnel or general public parking or pedestrian traffic. Violator's will be towed at owner's expense. Proper behavior and language by all Contractor employees will be enforced at all times while working on County property.Contractor employees shall be prohibited from disturbing items in County offices,and from smoking in any County facility. The Contractor will be asked to work in the County Jails and other areas considered being"high security",which require thorough checks of personnel items and tools taken into the jails. Records and Documentation The County will provide the Contractor the initial list of equipment and locations. The Contractor shall maintain the comprehensive equipment inventory list in place at each of the County's buildings and facilities. Anytime the inventoried equipment changes through additions, deletions, relocation or transfer,the Contractor will modify its records to indicate such action and maintain an accurate equipment inventory. All changes to the inventory shall be communicated in writing to the Facilities Project Manager or designee. The County has the ability to update the minimum inventory requirements as needed,with notice to the Contractor. The Contractor shall, under no circumstances, remove any equipment containing a County asset sticker. The Page 3 of 5 0 Contractor shall request that, when replacing equipment, the asset sticker be removed by an appropriate County staff member authorized to adjust equipment inventory records. At a minimum,the required information will include: • Location • Type of equipment • Description • Serial Number • Model number • Manufacturer • Any existing warranties on equipment,if applicable • Report on condition of equipment and related parts; to also include age of equipment and related part (if known/ discernible), recommendation for repair or replacement (as needed) with estimate of cost for repair or replacement and identification of required equipment and parts to do so. • Dialer passcodes The inventory list including the required documentation is required to be provided to the County by the Contractor each month, including all changes for the prior month. All dialer passcodes must be provided at the time of installation and/or upon change,no exceptions. The Contractor is responsible to maintain and update records for each type of equipment record and work completed. The documentation will include, and not be limited to, records of all fire protection, burglar alarms and calls, repairs, installation, inspections, and work orders, if applicable. The Contractor will maintain a service log at the site of each piece of equipment maintained. The Contractor will not charge for any call back work. All recovery reports shall be sent to the County contract manager, or their designee, noting date, type, quantity, location,and disposal information. Records are required to be maintained in compliance with Sunshine Law. It is the Contractor's responsibility to understand and ensure proper retention of records. These records will be available to the County upon request within a reasonable time period(not to exceed three weeks for requests). No additional charges will be allowed for maintaining the records and documentation required in this section including but not limited to maintaining the equipment inventory list,reports,etc. Non-Proprietary Systems It is the intent of Collier County to use non-proprietary monitoring systems whenever practicable. Additional preference will be given to the Contractor to provide and monitor non-proprietary systems. Contractor Responsibilities and Miscellaneous All necessary costs, labor, materials, etc. much be included in the prices provided for completion of monitoring, service, and/or installation. Travel, mileage, fees, and surcharges will not be accepted in conjunction with this contract, and such charges should be incorporated into the pricing structure. There is a multitude and variety of different systems currently in place within the County. The list of equipment is a constantly changing list as buildings are added/removed,and equipment is modified. 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. If the Contractor fails to correct the defects within this time frame,the County shall be entitled to have such work Page 4 of 5 remedied and the Contractor shall be fully liable for all costs and expenses reasonably incurred by the County. In each scope of work the Facilities Project Manager or designee reserves the right to specify: the period of completion;collection of deductions in the event of late completion; and"time and material" sums. Performance Measures The Contractor shall maintain compliance with the following performance measures: • The Contractor will provide 100% of all required reports and records within the time frame specified to the Facilities Project Manager,or their designee. • 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 the services specified in the contract. The Facilities Manager shall be the final authority on any issues that may arise as to the quality and acceptability of any work performed under this contract. If, in the opinion of the Facilities Project Manager or designee, any part if the Contractor's performance becomes unsatisfactory; the County will immediately levy a deduction on the Contractor's invoice for lack of service.This deduction will be two hundred fifty dollars($250)per instance based on County staff time to resolve the issue. The County shall have the immediate right to complete the work to its satisfaction, through the use of County employees or outside contractors as deemed necessary and shall deduct two hundred fifty dollars ($250) to correct issue,plus actual cost to correct from the Contractor's monthly invoice. Contract Deductions It is the County's intent to have all tasks performed satisfactorily and completed in accordance with the specifications and frequencies set forth under the contract. It is important that the Contractor perform all tasks as prescribed. If any tasks are omitted or not performed satisfactorily and completely and with the frequency designated by the contract, the entire affected area as defined solely by the Facilities Project Manager or designee shall be found to be a non-performance area and a deduction shall be levied. Refer to Performance Measures Section for deductions. Deductions shall be administered through the Facilities Project Manager or designee. Should the Contractor wish to appeal these charges, they may do so in writing to the Facilities Manager. The appeal should state dates,times and other associated facts, along with a clear description of their argument or disagreement with the charges.The appeal should also reference this bid document and / or other supporting documentation. Should the appeal be rejected by the County's Facilities Manager, the next and final appeal may then be made to the Director of Facilities Management. Each of these appeals should be made within one (1) day of the incident(for the appeal to the Facilities Manager). Employee Identification All employees must wear Collier County Government identification badges at all times while performing services on County facilities. Fingerprinting and Background Checks: The Contractor is required to comply with County Ordinance 2004-52,as amended. Page 5 of 5 ,...\ Exhibit B Fee Schedule following this page (containing 1 pages) Page 16 of 17 Fixed Term Service Agreement#2017-002(Ver.l) CAO 18-7472-Alarm Monitoring Services FEE SCHEDULE CATEGORY I LABOR Personnel Positions Price Per Hour* Technician $50.00 *Pricing is all inclusive. CATEGORY 2 SERVICES Personnel Positions Price Per Hour* Fire Protection Monitoring $70.00 Burglar Alarm Monitoring $15.00 Wireless Fire Monitoring $20.00 Wireless Burglar Alarm Monitoring $15.00 Monthly Supervised Open/Closed Report(41 sites) $6.00 *Pricing is all inclusive. Markup for any parts, leased equipment, materials, other equipment, etc. 10% Documentation of awardees' cost must be provided from the supplier. Mark-ups will not be allowed for any portion of an actual invoice that is sales tax, fees, freight, etc. Mark-ups are only allowed for the actual. • After hours will be calculated at 1 and 1/2 time. • "Normal Business" hours is defined as County business hours; Monday through Friday, 7:00 am to 5:00 pm. • "After Hours" rates apply to weekends, County holidays, and Monday through Friday after 5:00 pm and before 7:00am. • If a requested service starts during Normal business hours and extends into After Hours period, the After Hours rates shall only be charged for time actually worked during the After Hours period. Page 1 of 1 Other Exhibit/Attachment Description: ❑ following this page (containing pages) U this exhibit is not applicable Page 17 of 17 Fixed Term Service Agreement#2017-002(Ver.l) CA O ( . 74 '7 . ACCPREI® CERTIFICATE OF LIABILITY INSURANCE DATE(MM/ Dr(Y) 019 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 NAME: Stephanie Benson Arthur J.Gallagher Risk Management Services, Inc. PHONE FAX 1395 Panther Lane (A/C,No,Ext):239-262-7171 (A/C,No):239-262-5360 Naples FL 34109 ADDRESS: stephanie_benson@ajg.com INSURER(S)AFFORDING COVERAGE NAIC# INSURERA:FCCI Insurance Company 10178 INSURED INSURER B:Philadelphia Indemnity Insurance Company 18058 D A Systems Inc dba Dehart Alarm Systems PO Box 10877 INSURER c:Auto-Owners Insurance Company 18988 Naples FL 34101 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:2100168146 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 ADDLTYPE OF INSURANCE SUER POLICY NUMBER (MM DDPOLICY INSD EFF POLICY EXP LTR INSD WVD /YYYY) (MM/DD/YYYY) LIMITS B X COMMERCIAL GENERAL LIABILITY Y PHPK1858020 7/28/2018 7/28/2019 EACH OCCURRENCE $1,000,000 DAMAGE TO RENTED CLAIMS-MADE X OCCUR PREMISES Ea occurrence $100,000 MED EXP(Any one person) $5,000 PERSONAL&ADV INJURY $1,000,000 GE 'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 X POLICY PRO- JECT LOC PRODUCTS-COMP/OP AGG $2,000,000 OTHER: $ C AUTOMOBILE LIABILITY Y 9673559900 10/15/2018 10/15/2019 CEaOMBINEDaccident SINGLE LIMIT $1,000,000 X ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS X HIRED y NON-OWNED PROPERTY accident $ AUTOS ONLY AUTOS ONLY B X UMBRELLA LIAB X OCCUR PHUB640798 7/28/2018 7/28/2019 EACH OCCURRENCE $1,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $1,000,000 DED X RETENTION$1n,nnn $ A WORKERS COMPENSATION 001-WC19A-74686 1/1/2019 1/1/2020 X PER OTH- AND EMPLOYERS'LIABILITY STATUTE ER Y/N ANYPROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $500,000 OFFICER/MEMBEREXCLUDED? N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $500,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $500,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) For any and all work performed on behalf of Collier County,Collier County Board of County Commissioners is included as an additional insured under the captioned Commercial General Liability and Automobile policies on a primary and non-contributory basis if and to the extent required by written contract. -P-17z- 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 County Commissioners ACCORDANCE WITH THE POLICY PROVISIONS. 3295 Tamiami Trail E Naples FL 34112 AUTHORIZED REPRESENTATIVE USA ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD