Agenda 12/14/2021 Item #16E 4 (Assumption Agreement to Contract #18-7235 & #18-7464 to Trane US, Inc.)12/14/2021
16. E.4
EXECUTIVE SUMMARY
Recommendation to approve an Assumption Agreement assigning all rights, duties and benefits,
and obligations to Trane U.S. Inc., for Agreements #18-7235 "HVAC Preventative Maintenance
and Repair Services," and #18-7464 "Chillers Preventative Maintenance and Repair."
OBJECTIVE: To approve an Assumption Agreement with Trane U.S. Inc., concerning Agreements
#18-7235, "HVAC Preventative Maintenance and Repair Services," and #18-7464 "Chillers Preventative
Maintenance and Repair," allowing for the continued services under those Agreements.
CONSIDERATIONS: On April 24, 2018 (Agenda Item No. 16.C.1), the County entered into
Agreement #18-7235, "HVAC Preventative Maintenance and Repair Services," with Tampa Bay Systems
Sales, Inc. d/b/a Tampa Bay Trane, to provide HVAC preventative maintenance and repair services to
maintain various HVAC units throughout Collier County facilities.
On January 8, 2019 (Agenda Item No. 16.C.10), the County entered into Agreement #18-7464, "Chillers
Preventative Maintenance and Repair," with Tampa Bay Systems Sales, Inc. d/b/a Tampa Bay Trane, to
provide Chiller preventative maintenance and repair services to maintain various Chiller units throughout
Collier County facilities.
Trane U.S. Inc., which will do business as Tampa Bay Trane ("Trane U.S."), represents and warrants to
the County that through a purchase asset agreement between Trane U.S. Inc. and Tampa Bay Systems
Sales, Inc., Trane U.S. is now the successor in interest to Agreements #18-7235 and #18-7464 with the
County. Staff obtained documentation of the acquisition, along with other necessary business documents
from Trane U.S. Inc., which have been reviewed and accepted by the County Attorney's Office.
Staff is recommending approval of the attached Assumption Agreement with Trane U.S. Inc., assigning
all rights, duties, benefits, and obligations under Agreements #18-7235 and #18-7464.
FISCAL IMPACT: There is no fiscal impact.
GROWTH MANAGEMENT IMPACT: There is no Growth Management Impact associated with this
Executive Summary.
LEGAL CONSIDERATIONS: This item is approved as to form and legality and requires majority vote
for Board approval. -SRT
RECOMMENDATION: To approve an Assumption Agreement assigning all rights, duties and benefits
and obligations to Trane U.S. Inc. under Agreements #18-7235, "HVAC Preventative Maintenance and
Repair Services," and #18-7464 "Chillers Preventative Maintenance and Repair," and authorize the Chair
to sign the attached Agreement.
Prepared by: Sue Zimmerman, Contracts Manager, Procurement Services Division
ATTACHMENT(S)
1. [Linked] 18-7235 & 18-7464 Assumption Agreement —Vendor Signed (PDF)
Packet Pg. 2076
16. E.4
12/14/2021
COLLIER COUNTY
Board of County Commissioners
Item Number: 16.E.4
Doe ID: 20587
Item Summary: Recommendation to approve an Assumption Agreement assigning all rights,
duties and benefits, and obligations to Trane U.S. Inc. for Agreements #18-7235 "HVAC Preventative
Maintenance and Repair Services," and #18-7464 "Chillers Preventative Maintenance and Repair."
Meeting Date: 12/14/2021
Prepared by:
Title: Planner — Procurement Services
Name: Sue Zimmerman
11/05/2021 5:29 PM
Submitted by:
Title: Manager - Procurement — Procurement Services
Name: Sandra Herrera
11/05/2021 5:29 PM
Approved By:
Review:
Agenda Clerk Preview
Procurement Services
Procurement Services
County Attorney's Office
Office of Management and Budget
County Attorney's Office
Office of Management and Budget
County Manager's Office
Board of County Commissioners
Michael Cox
Agenda Clerk Preview
Vanessa Miguel
Level 1 Purchasing Gatekeeper
Sandra Herrera
Director Review
Scott Teach
Level 2 Attorney Review
Debra Windsor
Level 3 OMB Gatekeeper Review
Jeffrey A. Klatzkow Level 3 County Attorney's Office Review
Laura Wells
Additional Reviewer
Sean Callahan
Level 4 County Manager Review
Geoffrey Willig
Meeting Pending
Completed
11/08/2021 3:04 PM
Completed
11/08/2021 4:53 PM
Completed
11/10/2021 9:49 AM
Completed
11/15/2021 10:58 AM
Completed
11/15/2021 11:08 AM
Completed
11/15/2021 4:37 PM
Completed
11/17/2021 9:40 AM
Completed
12/06/2021 8:49 AM
12/14/2021 9:00 AM
Packet Pg. 2077
ASSUMPTION AGREEMENT
This Assumption Agreement is made and entered into on this of ,
2021 by and between TRANE U.S. INC. ("'IRANE'), and COLLIER COUNTY, a political
subdivision of the State of Florida ("COUNTY" }(collectively, the "Parties').
WHEREAS, on April 24, 2019 (Agenda Item 16C1) the COUNTY awarded Agreement
#18-7235 "H-VAC Preventative Maintenance and Repair Services" to Tampa Bay Systems Sales,
Inc. doing business as Tampa Bay Trace ("TBSS'), and attached hereto as Exhibit "A" (hereinafter
"Agreement A"); and
WHEREAS, on January 8, 2019 (Agenda Item 16C 10) the COUNTY awarded Agreement
919-7464 "Chillers Preventative Maintenance and Repairs" to TBSS, attached hereto as Exhibit
"B" (hereinafter "Agreement B")(Agreements A and B shall be collectively referred to as the
"Agreements"); and
WHEREAS, on December 31, 2020, TRANE, a Delaware corporation authorized to do
business in Florida, acquired all of TBSS's rights, title, and interest in and to substantially all
TBSS' assets, including among other things, service agreements, as memorialized in attached
Exhibit "C"; and
WHEREAS, on March 18, 2021, MANE cancelled the Fictitious Name Registration for
Tampa Bay Trane held by TBSS and registered ownership of Fictitious Name Tampa Bay Trane
with the Florida Department of State by TRANE, which is attached hereto as Exhibit "D' ; and
WHEREAS, TRANE hereby represents to Collier County that by virtue of the acquisition
of TBSS's assets, it is the successor in interest in relation to Agreement A and Agreement B; and
WHEREAS, the Parties wish to formalize TRANE's assumption of rights and obligations
wader the Agreements effective as of 11:59 p.m. Eastern Standard Time on December 31, 2020
(the "Effective Time and Date').
NOW THEREFORE, IN CONSIDERATION of the mutual promises in this Assumption
Agreement, and for other good and valuable consideration, the receipt and sufficiency of which
are aclmowledged by the Parties, it is agreed as follows:
1, The above recitals are hereby incorporated in and made a part of this Agreement as
if fully set forth verbatim herein.
2. TRANE accepts and assumes all rights, duties, benefits, and obligations of TBSS
under Agreement A and Agreement B, including all existing and future obligations to pay and
perform under those Agreements.
3. TRANE will promptly deliver to County evidence of insurance consistent with
Agreement A and Agreement B.
Page 1 of 3
CAS
4. Further amendments, supplements to, or modifications of the Agreements shall
only be approved by a written amendment agreed upon and signed in writing by both Parties.
5. Notice required under Agreement A and Agreement B is to be sent to TRANE at:
TRANE U.S. INC.
800-E Beaty Street
Davidson, NC 28036
Phone:
Attention:
6. The COUNTY hereby consents to TRANE's assumption of the Agreements in
order to continue the services provided under Agreement ##18-7235 and Agreement #18-7464. No
waivers of performance or extensions of time to perform are granted or authorized. The COUNTY
will treat TRANE as it would have TBSS for all purposes under the Agreements. Except as
provided herein, all other terms and conditions of the Agreements remain in full force and effect.
IN WITNESS WHEREOF, the undersigned have executed and delivered this Assumption
Agreement effective as of the date first above written.
ATTEST:
Crystal K. Kinzel, Clerk
& Comptroller
By:
, Deputy Clerk
Approved as to Form and Legality:
LM
Scott R.Teach
Deputy County Attorney
BOARD OF COUNTY COMMISSIONERS
COLLIER COUNTY, FLORIDA
By:
Penny Taylor, Chair
Page 2 of 3
1� C 0
TRANE's Witnesses: TRANE U.S. INC.
By:
First Witness � 1!#'ice_ �Id'e J�
��,4•yi f� G ) 4-- TType/print signature and titleT
TTypelprint witness nameT
cond Witness
��,v 1.4.
TTypelprint witness names
Page 3 of 3
c.1,o
EXHIBIT A
cao
FIXED TERM SERVICE MULTI -CONTRACTOR AWARD AGREEMENT
# 18-7235
4
HVAC Preventative Maintenance and Remedial Repairs
THIS AGREEMENT, made and entered into on this a�` - day of 20.,
by and between Tampa say system sales, Inc. dba Tampa Bay Trane authorized t6 do business in the
State of Florida, whose business address Is 902 N. Himes Tama Florida 33609 (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 ❑ 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 ._, f 1 l 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 tip 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 ❑ Request for Proposal (RFP) ❑■ Invitation to Bid (ITB) ❑
Other # 18-7235 , including all Attachment(s),
Exhibit(s) and Addenda and the Contractor's proposal referred to herein and made an
integral part of this Agreement.
M The Contractor shall also provide services in accordance with Exhibit A - Scope of
Services attached hereto.
Page 1 of 17
Fixed Teri Service Muki-Contractor Agreement 2017.009 (Ver.1)
GAa
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.
3.2 W The procedure for obtaining Work under this Agreement is outlined in Exhhibn A —
Scope of Services attached hereto.
3.3 ❑ The procedure for obtaining Work under this Agreement is outlined In ❑ Other
Exhibit/Attachment:
3.4 ❑ The County reserves the right to specify in each Request for Quotations: the period
of completion; collection of liquidated damages In the event of late completion; and the
Price Methodology selected In 4.1.
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 Acr.
4.1 Price Methodology (as selected below):
❑ Lump Sum (Fixed Price): A firm fixed total price offering for a project; the risks are
transferred from the County to the contractor, and, as a business practice there are no
hourly or material invoices presented, rather, the contractor must perform to the
satisfaction of the County's project manager before payment for the fixed price contract
Is authorized.
❑■ 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.
M 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 0.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).
Pop 2 of 17
Fixed'r«mBavlceMule.caWactareg-en,en12017.00a(vw.1)
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 fumished, 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.
4.4 ❑ (check if applicable) Travel and Reimbursable Expenses: Travel and
Reimbursable Expenses must be approved in advance In writing by the County. Travel
expenses shall be reimbursed as per Section 112.061 Fla. Stats.
Reimbursements shall be at the following rates:
Reimbursable items other than travel expenses shall be limited to the following: telephone
long-distance charges, fax charges, photocopying charges and postage. Reimbursable
items will be paid only after Contractor has provided all receipts. Contractor shall be
responsible for all other costs and expenses associated with activities and solicitations
undertaken pursuant to this Agreement.
5. SALES TAX, Contractor shall pay all sales, consumer, use and other similar taxes
associated with the Work or portions thereof, which are applicable during the performance
of the Work. Collier County, Florida as a political subdivision of the State of Florida, is
exempt from the payment of Florida sales tax to Its vendors under Chapter 212, Florida
Statutes, Certificate of Exemption # 85-8015966631 C.
6. NOTICES. All notices from the County to the Contractor shall be deemed duly served if
mailed or emalled to the Contractor at the following:
Page 3 of E7
Fixed Tam 3arica Multi-Cantrra6or Ag-emeut 2017.001; (Var.l )
Company Name: Tampa BU Systems Sales, Inc. dba Tampa Bay Trane
Address: 902 N. Mimes Ave
Tampa, or a 3609
Authorized Agent: Sanq Tulecki
Attention Name & Title: Nicolette Jacopelle
Telephone: 3B 3 7-825
E-Mail(s): n co e. aco el a trane.com
All Notices from the Contractor to the County shall be -deemed duly served If mailed or
emalled to the County to:
Board of County Commissioners for Collier County, Florida
Division Director: Dennis Lin uidi
Division Name: Facilities Management Division
Address: 3336 am amTrail East, Sulte 1 0
a es, FlorEFTM24356
Administrative AgentfPM: Miguel Carballo, Manager Facilities
Telephone: -5 57
E-Mail(s): Migual.Carballog;colllerc,un fI. ov
The Contractor and the County may change the above mailing address at any time upon
giving the other party written notification. Ali 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 intemally 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_
Pegs 4 of 17 '
Fim d Term Service Multi-CoOmdar Agreen►ent 2017.006 (Vent)
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.
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 the sole judge of
non-performance.
In the event that the County terminates this Agreement, Contractor's recovery against the
County shall be limited to that portion of the Agreement Amount earned through the date
of termination. The Contractor shall not be entitled to any other or further recovery against
the County, Including, but not limited to, any damages or any anticipated profit on portions
of the services not performed.
11. NO DISOR-MIMINATION. 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. 9 commercial General Llabillitc 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, M B Iness AutQ 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. M W rker ' 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
$1000 000 for each accident.
Page 5 of 17
Fixed iam 9arvica Mu1N-Caahules AgMcmeiu 4DI7 OUB (va.1)
MA
D. ❑ Professional Liability: Shall be maintained by the Contractor to ensure Its legal
liability for claims arising out of the performance of professional services under this
Agreement. Contractor waives its right of recovery against County as to any claims under
this insurance. Such insurance shall have limits of not less than $ each
claim and aggregate.
E. ❑ Cyber Liability; Coverage shall have minimum limits of $ per claim.
F. ❑ : Coverage shall have minimum limits of $ per
clalm.
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.
93. 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 remedles 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.
Page 6 of 17
Fixed Tcrni Service Midtl-ContMctarA9160cnk 20I7.0411(Ver.1)
13A 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 eadlertermination 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.
U. AGE MENT ADMINISTRATION, This Agreement shall be administered on behalf of
the County by the Facilities Mana ement Division
15. CONFIL
JCT OF INTEgEST. 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 JH is AG RgEMENT. This Agreement consists of the following
component parts, all of which are as fully a part of the A reement as Wherein set out
verbatim: Contractoes Proposal, Insurance Cerlificate(s), M Exhibit A Scope of Services,
Exhibit B Fee Schedule, [I RFP/ ® ITBID Other #
Including Exhibits, Attachments and Addenda/Addendum' subsequent quotes, a18-7235 nd ■
Other Exhibit/Attachment: Performance and Pa ent Bonds
17. APPLICABILITY. Sections corresponding to any checked box (■) expressly apply to
the terms of this Agreement.
18. SU§JECT 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. PROHI ITION 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
Page 7 of 17 2017.008 (Va 1)
P�ed'iierm Setviae Multi-Cant[actorA�tneM
located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either may be
amended; taxation, workers' compensation, equal employment and safety including, but
not limited to, the Trench Safety Act, Chapter 553, Florida Statutes, and the Florida Public
Records Law Chapter 119, including specifically those contractual requirements at F.S. §
119.0701(2)(a)-(b) as stated as follows:
IF THE CONTRACTOR HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE
CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO
THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS
AT:
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.
Pega 8 of 17
FjXW TwM 5avice Mukd CanemdorArwuW 2017.009 (Vcr.1)
21, pF ED TO OTHER VERNMENTA E S. Collier County
encourages and agrees to the successful Contractor extending the pricing, terms and
conditions of this solicitation or resultant Agreement to other governmental entities at the
discretion of the successful Contractor.
22. PAYMENTS WITHHELD. The County may decline to approve any application for
payment, or portions thereof, because of defective or Incomplete work, subsequently
discovered evidence or subsequent inspections. The Contractor may nullify the whole or
any part of any approval for payment previously Issued and the Contractor may withhold
any payments otherwise due Contractor under this Agreement or any other Agreement
between the County and Contractor, to such extent as may be necessary In the County's
opinion to protect it from loss because of; (a) defective Work not remedied; (b) third party
claims failed or reasonable evidence indicating probable fling of such claims; (c) failure of
Contractor to make payment properly to subcontractors or for labor, materials or
equipment; (d) reasonable doubt that the Work can be completed for the unpaid balance
of the Contract Amount; (a) reasonable Indication that the Work will not be completed
wlthin the Contract Time; (t) 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. (M 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. STANDARD UI- Se l : rM%Wr-v 1 ,,,,.,.....:.a...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. 0 W&RRANTY 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
Page 9 of 17
pad Teem Suvica Multi-Comrador Ageen=t 4017.009 Mr-1
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 equipmentfumished under
the Contract Documents shall be applied, installed, connected, erected, used, cleaned
and conditioned in accordance with the instructions of the applicable manufacturers,
fabricators, suppliers or processors except as otherwise provided for In the Contract
Documents.
If, within one (1) year after final completion, any Work is found to be defective or not In
conformance with the Contract Documents, Contractor shall correct it promptly after
receipt of written notice from the County. Contractor shall also be responsible for and pay
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. M TESTS AND lN$P9QTlONS 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 Rill 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. 0 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- 35TITUTIONS, Any substitution of products/materials from
specifications shall be approved in writing by the County in advance.
29. CHANGES IN THEW RK. 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
Page 10 of 17
Fitted Tarn Service MnHi-CoutreclarAgRemenl2017 UDS (ver.l)
upon modification of the Purchase Order by the County, and the County shall not be liable
to the Contractor for any increased compensation without such modification. No officer,
employee or agent of the County is authorized to direct any extra or changed work orally.
Any modifications to this Agreement shall be In compliance with the County Procurement
Ordinance and Procedures in effect at the time such modifications are authorized.
30. AGREEMENT TERMS. If any portion of this Agreement is held to be void, invalld, or
otherwise unenforceable, In whole or In part, the remaining portion of this Agreement shall
remain In effect.
31. ADDITIONAL ITEMSISEELVICES. 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 pmsentafion 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
iate federal
party
statelcou� in Collier o or County out of this Florida. hick courts have sreement must be ole In the and exclusive Jurisdiction
on all such matters.
34. ❑ KEY PERSONNEL. The Contractor's personnel and management to be utilized for
this project shall be knowledgeable in their areas of expertise. The County reserves the
right to perform investigations as may be deemed necessary to ensure that competent
persons will be utilized in the performance of the Agreement. The Contractor shall assign
as many people as necessary to complete the services on a timely basis, and each person
assigned shall be available for an amount of time adequate to meet the required service
dates. The Contractor shall not change Key Personnel unless the following conditions are
met: (1) Proposed replacements have substantially the same or better qualifications
and/or experience. (2) that the County is notified In writing as far In advance as possible.
The Contractor shall make commercially reasonable efforts to notify Collierllreplacement
outy within
seven (7) days of the change. The County retains final approval of prop
personnel.
?we 11of17 .'
Fixed Tartu 8onicaMu1t1-Commotor Agra=01017.0011 (V" i)
0
H 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,
35. H ORDER QF PRECEDENCE. In the event of any conflict between or among the terms
of any of the Contract Documents, the terms of solicitation the Contractor's Proposal,
and/or the County's Board approved Executive Summary, the Contract Documents shall
take precedence.
❑ ORDER OF PRECEDENCE (Grant Fund d). In the event of any conflict between or
among the terms of any of the Contract Documents and/or the County's Board approved
Executive Summary, the terms of the Agreement shall take precedence over the terms of
all other Contract Documents, except the terms of any Supplemental Conditions shall take
precedence over the Agreement. To the extent any conflict in the terms of the Contract
Documents cannot be resolved by application of the Supplemental Conditions, if any, or
the Agreement, the conflict shall be resolved by imposing the more strict or costly
obligation under the Contract Documents upon the Contractor at County's discretion.
36. ASSIGNMENT. Contractor shall not assign this Agreement or any part thereof, without
the prior consent in writing of the County. Any attempt to assign or otherwise transfer this
Agreement, or any part herein, without the County's consent, shall void. if ontrat its
actor
does, with approval, assign this Agreement or any prequire
assignee be bound to it and to assume toward Contractor all of the obligations and
responsibilities that Contactor 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
o
facilities and properties. Contractor ID badges are valid for one (1) year from the date
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@ooPlergov.net) whenever an employee assigned to Collier
Page 12 of 17
Fixed Tema Service Mrlti-Co„bactor,ggrwu,ent4p17.008 (ver.1)
0
County separates from their employment. This notification Is critical to ensure the
continued security of Collier County facilities and systems. Failure to notify within four (4)
hours of separation may result In a deduction of $500 per incident.
38. 0 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 an 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 anchor
Safety Engineer.
(Intentionally left blank -signature page to follow)
page 13 of 17
Fixed Term Seevlea lAuld-Contractor Aere»ment 2017.008 (Var.l) -
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 C
COLLIER CC
Dwight E, 4.cl k of Courts
BY
By" V .�
<<wr
Dated*.'.",..
wto CltAirnl AIS
ContAIMIkIM04nesses: Tampa
Contractor
on1r� torts Flrst Witness
-7/�-- Avi-r 1 Fru
TT elprint D
witnes nameT i
Contractor's Second Witness
�o�
TTypelprint witness name
Apr IZLnd Legality:
County Attorney
!LL
Print Name
5 - , Chairman
Lam Sales, Inc. dba Tampa Bay Trane
'a p�A�Nr-
W rau i50,u,
signature and title%
Papra or 17
Flxed7erm sarko Mu111•ConUoaor AgmamvA 2C17.OGB (Ver l
0
Exhibit A
Scope of Services
H foilowing this page (pages 4 through 2)
❑ this exhibit is not applicable
Page 15 of 17
Fwed Term Service Muld•COMMC T AvOCOMA 2017.008 MO) ;
0
FJCM T A - SCOPE OF SERVICES
WORK DISTR BUTION PROCESS
#18-7235
The County Administrative Agent or designee mast use B&I Contractors, Inc-, as the Primary
Contractor for this award. if B&I Contractors, Inc., the Primary Contractor, cannot provide the
requested services wit}un the timeframe and requirements specified by the County's
Administrative Agent or designee, then Tampa Bay 'Trine Service, Inc., the Secondary
Contractor, will be contacted.
Should the Secondary Contractor be required to provide services in excessive of $200,000, a
Bond in the format of Eb&bit C-1 and C-2 will be provided to the County prior to commencing
services.
Page 1 of 7
SCOPE OF WORT
The intent of this solicitation is to obtain preventative maintenance and repairs for mechanical
systems for County owned and operated facilities in order to minimize operational down time and for
facilities to be maintained in top operating condition. A qualified bidder will provide preventative
maintenance services and remedial maintenance including but not limited to maintenance and repairs
of HVAC, Boiler and Water Heater systems, as well as be capable of tirmishing
industrial/commercial/residential HVAC and related electrical equipment.
The systems covered by this scope of work may include but not be limited to:
1. HVAC and Related Control Systems: mechanical components, compressors, condensers, DX
air handling units, air handling units, exhaust fans, fhn coils, water pumps, belt drives, direct -
drives, rooftop units, radiant systems, electric assistance systems, recovery units, blower
wheels and housing, blower housing assembly and related components, condensers,
evaporstors, variable air volume (VAV) boxes, piping, air duct and sheet metal insulation
work, damper -louvers -diffusers (supply and return vents), and other aajaccnUintegrated
equipment.
Note: The contractor shall perform refrigerant recovery on any system that contains
refrigerant.
2. Ice machines and related systems
3. Boiler and related systems
4. Water Heater and related systems
5. Other mechanical equipment and/or related work emaciated with mechanical equipment may
be required under this contract, including, but not limited to any mechanical system controls
maintenance, repair, and cleaning.
6. Parts for in-house service, repairs, or equipment, as needed by the Division(s).
All bidders must be comfortable with various energy management and building automation controls
and software packages utilized by Collier County facilities Management Division; which include,
but are not limited to: Johnson Controls Metasys® and Automated Logic WebCTRL. NOTE. All
major energy management equipment replacement will require full BACnet compatible and enabled
controls devices and components.
The County representative or designee must use the Primary Contractor as awarded by the resultant
Contract. If the Primary Contractor cannot provide the requested services within the timeframe and
requirements specified by the County's representative, then the Secondary Contractor will be
contacted. If the Secondary Contractor cannot provide ttheerequ s ��s services within ctor � be
ftame
and requirements specified by the County Rep
contacted.
Bidder(s) will be required to use the County's Work Management procedures, such as utilizing internal
work request forms or iirture online work request system, at no additional cost to the County or
Contractor. The Contractor will be responsible for utilizing any systems used by the County for work
requests under this Agreement. The Contractor will be required to update, complete and close walk
requests and attach before and after pictures, as necessary.
All bidders must provide requested certifications and licenses necessary to perform the services
Page 2 of 7
outlined in the bid specifications, if applicable. These credentials trust be provided prior to the award
of a contract.
The awarded Contmctor(s) shall use qualified technicians to compldr, all work in accordance with
the requirements specified in the bid. Technician credentials may be requested by the County. The
technicians shall be experienced in all facets of servicing a variety of different types of HVAC
equipment and related Control systems. The County anticipates a minimum of six (6) journeymen
and six (6) HVAC apprentices along with one (1) designated contract/ account representative to
service the County needs.
The Contractor's personnel assigned to the County under the Contract shall comply with the list
presented in the bid documentation. Any change or substitution to the Contractor's personnel must be
approved by the County representative or designee prior to becoming effective.
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 P1vL After hours are considered before 7:00 AM and alter 5:00 PM on
weekdays and at any time an Saturday, Sunday or County Observed Holiday. An after-hours rate will
be allowed for off -hours services.
Types of services (See Attachment A — Schedule of ]Inspections)
A. PREVENTATityLt NAi MM—NCE S4V]I ' '-
For Pruventalhe, maintoulms of mechliffical mults. the counlyreduhw each I&Cf
mechauical eaulumenj to be visited and visually atsefiged one n e every W maths.
FreguMa r sach task to be Vg1formed Is Ie ted In tts a ti a .
Preventative Maintenance services shall be priced and billed at a flat rate per unit price for one (1)
Preventative maintenance service visit per equipment unit. Tiro limit of $50,000 per individual
project does not apply for the Preventative maintenance billing.
For all equipment categories below, the following tasks are to be included Contractor must;
• Adjust any components and equipment, as needed.
• If a belt needs to be replaced, leave a spare set of belts at the unit.
Maintain County service logs in all equipment.
• Update records in all existing equipment.
• Wipe down and clean {including dusting) any and all components, housings, or rotated items
to remove all dust, debris, etc.
• Report all issues or potential issues to County staff in writing.
Maintain good housekeeping. Ensure area is fte of trash and work debris.
• Take before and after pictures of all items completed and provide to County staff.
Note: in the event the equipment does not have a service log, the contractor will add the service log
to the equipment at no additional charge.
The vendor shall maintain stock of items needed to perform the preventative maintenance,
including but not limited to grease, lubrication oil, v-belts, condensate pan tablets, fuses,
biocide disinfectants, all paints, protective finishes, rust removers and coil cleenara at no
additional cost to the County. The cost of these items shall be included in the unit price.
Following the preventative maintenance, a written report/check list must be provided
Page 3 of 7
detailing the results, 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.
Typically, preventative maintenance will be completed during normal business hours
(7.00am to S:DUpm); however, the County Representative or designee may request
preventative maintenance during oil hours, as doomed necessary by the County
Representative or designee.
The Contractor shall update the list if changes occur during the maintenance activities. This
list will be provided, at a minimum, once per month to the County Representative or
designee. The Contractor shall maintain and update the list with the minimum inventory
requirements data when performing scheduled maintenance of all equipment. The list should
be up-to-date at all times, 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 County Representative 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 Contractor shall request that, when replacing equipment, the asset sticker
be removed by a County staff member authorized to adjust equipment inventory records, The
Contractor will place asset stickers on the equipment, as necessary for no charge.
Note: Exhibit B Master Equipment List has been included for reference, The County may
add or remove equipment and increase or decrease frequencies and add or subtract locations
as needed.
B. MMCEIANICAL LEMCES for remedial r airs of mechanical equigment identified in th
$Me of work and g9rts for IRAQUE rcvsirs
• Rerrtcdiai repairs: Once a purchase order is issued, the County representative or designee
would expect that the work commence within five (5) business days, unless otherwise
directed by the County representative or designee.
1. Contractor(s) shall famish all necessary qualified labor, materials, equipment, tools,
consumables, transportation, skills, and incidentals required for the maintenance services,
repairs and miscellaneous services for the county's mechanical systems.
2. Response time:
Urrcrrt response; For maintenance and repairs treaded for the health, safety and well-being of
the County staff and/or public, the urgent response shall be provided in no more than two (2)
hours from the time of the initial contact.
N n- o : a response (at a minimum a telephone call) within twenty-four (24)
hours is acceptable, For non- urgent repairs, the Contractor must be on -site and repairs begun
within one (1) day of the purchase order being issued and/or work authorization fur all areas
Page 4 of 7
0
0
unless the County Representative and/or designee, approves a different amount of time for
response.
3. On -call Schedule: The awarded Contractor(s) will provide an on -call schedule twenty-four
(24) hours a day, seven (7) days a week. Successful bidder(s) shall provide the County with an
on -call telephone number(s) for both routine and after hours service.
4. Scheduling: Preventative maintenance services and repairs will be conducted during normal
working hours, Monday through Friday, 7:00 am until STUD pm unless otherwise authorized by
a County representative. To arrange for an appointment to perform service at a County
facility, the Contractor may contact the County designee a minimum of24 hours in advame of
the work. Chemicals/products that must applied during normal business hours, or when
building is occupied, must be approved by County Representative or designee.
5. When required, the Contractor must use a qualified engineer or company representative (with
all related licenses and certifications being current and in Hill force and effect) with the
experience and ability to obtain all permits required for any and all repairs, when necessary
and applicable. The Contractor's technicians shall have at least an EPA Section 608' Type II
CFC certification and documentation shall be submitted upon request.
6. The Contractor(s) shall use technicians who are trained and experienced with commercial
HVAC, refrigerant handling requirements, building automation control systems, hydronic
specialties, refrigerant and water piping, underground piping, mechanical insulation, water
heaters and other related mechanical equipment. Although preventative maintenance of these
items are not included in this scope, the Contractors) must use technicians who are competent
and knowledgeable with water-cooled chillers, air-cooled chillers, static ice tanks (Calmac,
FAFCO, etc), plate and flame heat exchangers, and cooling towers,
7. Repair Parts: Ali repair parts and materials must be as specified In the work request. If the
work request is not specific and/or the Collier County Vertical Standards do not specify, then
the parts must be approved by the County Representative and/or designee. The Contractor(s)
will be required to provide proof of parts/materials/supplies supplied by providing invoices
and/or photographs at the time of invoice submission.
8. Additions and Deletions of Equipment: The County retains the right to add or to delete any
facilities and equipment from service provided under the resultant contract as described
herein, upon written notification by the County Representative or designee to the Contractor,
without further Board approval.
9. Records and Documentation: The contractor(s) is responsible to maintain and update
records for services provided. The documentation will include, and not be limited to, records
of all service calls, maintenance performed, and any modifications, if applicable. The
Contractor(s) will not charge for any call back work. All reports shall be sent to the County
Representative or designee, noting date, repair, materials, location, and/or disposal
information. 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 County Representative or designee. The County has the ability
to update the minimum inventory requirements as needed, with notice to the contractor.
Page 5 of 7
(a
When submitting a "unit price" Preventative maintenance invoice, the Contractor shall
provide:
✓ A summary spreadsheet listing the equipment type, equipment size (tons, horsepower,
MBH), equipment location, date of Preventative maintenance performed, unit price and
total amount due.
✓ The invoice may be billed on a monthly basis for Preventative maintenance services that
have been performed.
✓ Preventative Maintenance Service shall be billed at a unit price based on the rate
Identified In the contractor's bid. 'Unit price is for one (1) Preventative maintenance
service visit per equipment unit. The County requires two (2) Preventative maintenance
visits per year per equipment performed every six (6) months.
✓ The limit of $50,000 per individual project does not apply for the Preventative
maintenance billing.
✓ Attestation signed by the Contractor that the work is completed in conformance with the
Preventative maintenance requirements of the solicitation.
When submitting a "time and material" invoice for Remedial maintenance projects up to
$50,000, the Contractor shall provide:
✓ A Purchase order number, work request number, date, location and description of the
work performed.
✓ An itemized breakdown of labor time spent by the Contractor's employees (number of
hours times hourly rate), and supplies, parts, and equipment used (cost plus percentage
mark-up).
✓ The itemized breakdown will reflect rates provided in the bid schedule.
✓ The number of hours worked and billing rate by position (company (or subcontractor)
timekeeping or payroll records will not be required). Hourly time will be paid only for
actual time at the worksite.
✓ Backup documentation and receipts/invoices for any supply, material, parts, equipment
rental, subcontractor charges and other documentation for the project.
✓ Ancillary charges may be transferred to the County in the actual amount; however, mark-
ups will not be allowed. Mark-ups will not be allowed on Was tax, consumer fees or
taxes, use and other similar taxes, or fees associated with any work under this Agreement.
✓ FmIght and shipping charges will not be allowed and should be included in the bid
pricing.
✓ Travel hours, travel costs, and/or mileage for travel will not be allowed and should be
Incorporated into the bid pricing.
✓ Administrative hours for quoting, invoicing, providing back-up and supporting
documentation will not be allowed and should be incorporated into the bid pricing.
10. Exclusion of County Permits in Bid Prices: To ensure compliance with Section 218.80,
F.S., otherwise known as "'cite Public Bid Disclosure Act", Collier County will pay the
Contractor for all Collier County permits and fees applicable to the Project, including license
fees, permit fees, impact fees or inspection fees applicable to this Work through an internal
budget transfer(s). Hance, bidders shall not include these permit/fee Am In their bid offer.
However, the Successful Bidder shall retain the responsibility to initiate and complete all
necessary and appropriate actions to obtain the required permits other than payment for the
items identified in this section. The County will not be obligated to pay for any permits
obtained by Subcontractors.
The Successful Bidder shall be responsible for procuring and paying for all necessary permits
tl issued by Collier County pursuant to the prosecution of the work. The Contractor may
include such permit fees as a line Item on their invoice.
Page 6 of 7
0
11. Warranty: All new equipmentl parts warranty work shall be provided by the original
warranty supplier. All warranty responsibility for parts or equipment previously purchased,
but still under warranty 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
County Representative or designee.
All trouble calls shall be initially reported to the Contractor. If the trouble call involves a
warranty item, the Contractor shall notify the County Representative or designee, 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
tali to the County Representative or designee shall be provided by the Contractor at no
additional cost to the County.
Parts and fixtures shall be new and warranted for a minimum of one (1) year or the maximum
allowed by the manufacturer, whichever Is greater. All labor for repairs shall have a minimum
of ninety (90) day warranty. All call backs will be free of charge. No labor will be billed or
allowable in the event defective parts were used.
An extended warranty may be purchased through the Contractor from the manufacturer without
any markup being charged to the County.
Contractor shall obtain and assign to the County all express warranties given to Contractor or
any subcontractors by any subcontractor or material men supplying materials, equipment or
fixtures to be incorporated Into the Project. Contractor warrants to the County that any
materials and equipment furnished under the Contract shall be new unless otherwise specified,
and that all Work shall be of good quality, free from all defects and in conformance with the
Contract. Contractor further warrants to the County that all materials and equipment furnished
under the Contract shall be applied, installed, connected, erected, used, cleaned and
conditioned In accordance with the instructions of the applicable manufacturers, fabricators,
suppliers or processors except as otherwise provided for in the Contract. If, within one (1)
year after Substantial Completion, the County determines that' any Work is found to be
defective or not in confi mnance with the Contract, 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. Further, in the event of an emergency, the County may commence to
correct any defective Work, without prior notice to Contractor, at Contractor's expense. These
warranties are in addition to those implied warranties to which the County is entitled as a
matter of law.
Page 7 of 7
C.No
Exhlb#t B
Fee Schedule
Ibilowing this page (pages 1 through
Page 16 of 17
FlxedTarmSetwieamulli-ContractorAgtexman14017,008(Yer.1)
EXHIBIT B- FEE SCHEDULE
SECONDARY -Tamps Bay Trane Service, Inc.
Annual Preventative Maintenance Services (Line Items 1-31)
Price per unit Is the price for one (1) preventative maintenance service visit per equipment unit. The County
ron,ame hun 121 pmvantaBva maintenance vtslts Peryearper equipment every * (6) months.
Item
indoor and Outdoor Units (DX systems), Interior Fans, and All Other
Tonnage Based Equipment not listed below in a separate section
System Description (AHU-11, MINISS, aU, OAU, WMU, etc.)
1
Under 2.6 tons
2
2.5 - under 5 tons
3
5 tons
4
5 -10 tons
5
11 - 20 tons
0
121 -100 tons
7
lGrealer then 100 tons
(Note; Excludes Building K- Cniaerr r-nergy tsuuamg we iannu
Price per unit
$
150.00
$
150.00
$
150.00
$
150.00
$
150.00
$
225.00
s
225.00
Ice Machines
Item
g tem Description ICEMACH
0
0-299 pounds
9
300-499 pounds
10
50D-999 pounds
11
1,000+ pounds
Building Exhaust Fans
Item
SysteaLDescriptlon EXFAN
12
Building Exhaust Fans with Bells
INote- Forthe Naples Jail (Building J9) MIS MIMES Meat unve nawnn,n,,ul,,.wo- _.-
Item
Chilled Water Air handler
System Descrl tlon AHU W
13
0-4.99 Horsepower
14
S.DAD.99 Horsepower
16
20.049.99 Horsepower
18
50+ Horsepower
Pumps
ROM System Description CHWP-2ND, CHWP-PRI, CUP, CWP, GLY PUMP,
MWP
17 0-4.99 Horsepower
is 5.0.19.99 Horsepower
19 20.0-49.99 Horsepower
20 15D+ Horsepower
Note.. pump prices exclude Building K - Chiller I Energy Building (16 Pumps)
Price per Unit
$ 75.00
$ 75.00
$ 75.00
$ 76.00
Price Per Unit
Is 76.001
$ 75.00
$ 112.50
$ 150.00
Price -per Unit
$ 37.50
$ 37.50
$ 37.50
$ 37.50
Item Air Conditioning Package Units System Description PACKO
21
Under 2.5 tons
22
2.5 - under 6 tons
23
5 tons
24
26 111
6 -10 tons
- 20 tons
28 121
-100 tons
27
Greater than 100 tons
Boilers
Ft m S stem Description BOILER
26
MBH 0 -1.000
29
MBH 1,001 -1,600
30
31
MBH 1,601 -2,000
MBH 2,001+
Note:1 MBH
=1.000 BTU / hour _
Price per Unit
$ 75.00
$ 75.00
S 75.00
$ 75.00
$ 112.60
S 150.00
$ 86.00
$ 86.00
$ 127.50
S 170.00
0
Other ExhibfttAttachment
Description: Performance and Payment Bond _Requirements
0 following this page (pages 1 through
❑ this exhibit is not applicable
Page 17 of 17
t+jedTam Sc =Mu1d-CmftWarAgt ==d2017-009(Ver.1)
OTHER EXHIBIT.- PEREQMANCE ANR pAyMENT RQNDS,RgQUIREMENjj
The Primary Contractor is required to provide a Perlbrmance and Payment Bond for the
duration of the contract term- The amount of the bond shall be In the amount of $427,100.
Exhibit C-1
PUBLIC PAYMENT BOND
Bond No.
Contract No.
KNOW ALL MEN BY THESE PRESENTS: That as
Principal, and V as Surety, located at
(Business Address) are held and firmly bound to
as Oblige in the sum of
($ for the payment whereof we bind ourselves, our heirs, executors, personal
representatives, successors and assigns, jointly and severally.
WHEREAS, Principal has entered Into a contract dated as of the day of , 2C
with Oblige for
In accordance with
drawings and specifications, which contract is Incorporated by reference and made a part hereof, and Is
referred to as the Contract.
THE CONDITION OF THIS BOND Is that If Principal:
Promptly makes payment to all claimants as defined in Section 255.05(1), Florida Statutes,
supplying Principal with labor, materials or supplies, used directly or indirectly by Principal In the
prosecution of the work provided for in the contract, then this bond is void; otherwise it remains In full
force.
Any changes in or under the Contract and compliance or noncompliance with any formalities
connected with the Contract or the changes do not affect sureties' obligation under this Bond.
The provisions of this bond are subject to the time limitations of Section 255.0592. In no event
will the Surety be liable In the aggregate to claimants for more than the penal sum of this Payment Bond,
regardless of the number of suits that may be filed by claimants.
IN WITNESS WHEREOF, the above parties have executed this Instrument this day of
.20 � the name of under -signed representative, pursuant to authority of its governing
hotly.
t'.Au^
Signed, sealed and delivered
In the presence of:
Witnesses as to Principal
STATE OF
COUNTY OF
PRINCIPAL:
By:
Name:
Its:
The foregoing Instrument was acknowledged before me this of 20by
as of _. a
corporation, on behalf of the corporation. Helshe is personally known to me OR has produced
as Identification and did (did not) take an oath.
My Commission Expires:
(AFFIX OFFICIAL SEAL)
ATTEST:
Witness as to Surety
(Signature of Notary)
Name:
(Legibly Printed)
Notary Public, State of
Commission No.:
SURETY:
(Printed Name)
(Business Address)
(Authorized Signature)
(Printed Name)
OR
As Attorney in Fact
(Attach Power of Attorney)
Witnesses
(Business Address)
(Printed Name)
(Telephone Number)
STATE OF
COUNTY OF
The foregoing Instrument was acknowledged before me this of 20� by —
Of _ , as
Surety, on behalf of Surety. He/She Is personally known to
me OR has produced as Identification and who did (did not) take an oath.
My Commission Expires:
(AFFIX OFFICIAL SEAL)
(Signature of Notary)
Name:
(Legibly Printed)
Notary Public, State of
Commission No.:
EXHIBIT C-2
PUBLIC PERFORMANCE BOND
Bond No.
Contract No,
KNOW ALL MEN BY THESE PRESENTS: That
as Principal, and
as Surety, located at (Business Address)
are held and firmly bound to as Oblige In the sum of
($ } for the payment
whereof we bond ourselves, our heirs, executors, personal representatives, successors and assigns, Jointly and
severally.
WHEREAS, Principal has entered Into a contract dated as of the day of
20_ , with Oblige for
In accordance with drawings and specifications, which contractor is incorporated by reference and made a pat
hereof, and Is referred to as the Contract.
THE CONDITION OF THIS BOND is that If Principal:
1. Performs the Contract at the times and In the manner prescribed in the Contract, and
2. Pays Oblige any and all losses, damages, costs and attorneys' fees that Oblige sustains because of
any default by Principal under the Contract, Including, but not limited to, all delay damages, whether
liquidated or actual, Incurred by Oblige; and
3. Performs the guarantee of all work and materials furnished under the Contract for the time specified In
the Contract, then this bond Is void; otherwise It remains In full force. Any changes in or under the
Contract and compliance or noncompliance with any formalities connected with the Contract or the
changes do not affect Sureties obligation under this bond.
The Surety, for value received, hereby stipulates and agrees that no changes, extensions of time,
alterations or additions to the terms of the Contract; or other work to be peffarmed hereunder, or the specifications
referred to therein shall In anywise affect its obligations under this bond, and it does hereby waive notice of any
such changes, extensions of time, alternations or additions to the terms of the Contract or to work or to the
specifications.
This Instrument shall be construed In all respects as a common law bond. It Is expressly understood that
the time provisions and statute of limitations under Section 255.05, Florida Statutes, shall not apply to this bond.
In no event will the Surety be liable In the aggregate to Oblige for more than the penal sum of this
Performance bond regardless of the number of suits that may be filed by Oblige.
IN WITNESS WHEREOF, the above parties have executed this Instrument this day
Of 20 , the name of each party being affixed and these presents duly signed by Its
undersigned representative, pursuant to authority of its governing body.
Signed, sealed and delivered
In the presence of:
Witnesses as to Principal
STATE OF
COUNTY OF
PRINCIPAL:
By:
Name:
Its:
The foregoing instrument was acknowledged before me this day of
20 by , as I of
a corporation, on behalf of the corporation.
He/She Is personally known to me OR has produced as identification and
did (did not) take an oath,
My Commission Expires:
(AFFIX OFFICIAL SEAL)
(Signature of Notary)
Name:
(Legibly Printed)
Notary Public, State of
Commission No.:
ATTEST:
Witness as to Surety
Witnesses
STATE OF _
COUNTY OF
SURETY:
(Printed Name)
(Business Address)
(Authorized Signature)
(Printed Name)
OR
As Attorney in Fact
(Attach Power of Attorney)
(Business Address)
(Printed Name)
(Telephone Number)
The foregoing Instrument was acknowledged before me this day of . ZQ._, by _
as of
Surety, on behalf of Surety. He/She is personally -known to me OR has produced
as Identification and who did (did not) take an oath.
My Commission Expires:
(AFFIX OFFICIAL SEAL)
(Signature of Notary)
Name:
(Legibly Printed)
Notary Public, State of
Commission No
0010
- ^�R�
�� CERTIFICATE OF LIABILITY INSURANCE
n,►� y�uloomrrl
31201201E
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, N the certiflosto holder Is an ADDITIONAL INSURED, the poHcy(ies) must he andomed. If SUBROGATION IS WAIVED, subject to
the terms and coadltlons of the policy. certain polldes may require an endorsement. A statement on this cartif esto does not confer rights to the
certificate holder in lieu of such endorsement a .
PRODUM
Lykes Insurance, Inc.
P. 0. Box 2879
Tampa FL 33601-2679
Diane Cocift
oNE . W3-470- M
AMMS82 d InsursnCe.Cam
INSURE R
NAIC S
Westfield Insurenm
24112
IN6URm TarRA_!
Tampa Bay systems Sales, Inc.
dba Tampa Bay Trans
002 North Nimes Ave
Ri u ma i BrIdaefidd Emplovers infCo.
1070i
wsum e t indlen Harbor
3mo
wsuRER a: Travelers Property Casualty Insurance Comany
wsuRSR a:
Tampa FL 33600
LNetRtEll �
nn,ravar_K.rz rFRTIFIr.ATE NI111THPR! IMMAR6ea91 REVISION NUMBER.
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISMD 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 DESCRMED HEREIN IS SUBJECT TO ALL THE TERNS.
EXCLUSIONS AND COMMONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLANS.
rME OP INSURMICe
SUBN VIVID
POLICY MUSER
Ulan
A
GENERALUABRATY
X COMM ERCLAL OVERAL LJAeR]7Y
CLAIMS -MADE [K]oomm
Y
Y
CMML0164908
121312011
121J11mt5
EACH OCCURRENCE
SI DDD
DAMAGE TO RENTED
MEDEv wy an.
$ I W
91
PERRSONAL&ADV KJURY
f! wo
OENERALAOOREDATE
S D00
GMAGME13ATELIMIT APPLIES PEX
PcuCY x LOC
PRODUCTS-CONP14PMi6
SIOWJM
f
A
AUTOMonILELIADS.ITY
ALLMME0W
IEDX ANY AUTO
AUTOSBODILYINAwjPnraod&w*AUTOS
x NNMAUTOS AMOS
PI S =
Y
c"161806
1SAlI1101T
12031*016
9=Y INAIRY (P,r" w 4
f
i
=
A
OM PRUA LIAR
ExcessLJAs
X
OCCIrt
CLVMSMADE
ZUP1rA66�f17NF
1?dlr2D17
12rdlrmta
EACR O�
f o0o
A.00REMTE
slynkm
rA7NV
OW I X
�'aP OPu
31 000
a
RKERS COMPENSATION
I MPLDYW LIAYILJIY
PROPRIEMRIPARTNERIE)MClmVE YIN
ICERn EM811AEXOLUDED7
"And4toryinNN)
raider
IIII di PTO
NIA
O< 16a
1HUDIS
1n1201a
XFR
E L EACH ACCIDENT
f COD
E1 plat?ASE-EA BA
f ass
E,I_ asPasrl • POLtcY LJMNr
$
C
u§bffV
M do
12131JJo17
12141=9
Each LosAaoDnD�s 4,D0o,D0a
aeuoDol�sr�F 8 zAaa Dos
DE6CRIPTIOR OFGPGRAYIDRS ILOCAMONS I VEFDCLES (Atlaoh ACORD l61.Addeaul Ran�rMa 6oMluL, Hmen ■paa� M,�quwdy
Caller County Board of County ComINaslonersy, OR Board of County Commissioners In Collar County, OR Collor County Government, as additional Insured
f�'� andallperk m d InpoliCollor tytas re pecL to aide al HoWislonand adloRwbOa liability with primary and non-cwWbulory wording as required by
SHOULD ANYOF THE ABOVE DESCRIBED POLICIES HE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DEL WERED IN
ACCORDANCE WITH THE POLICY PROVISIONS.
Collar County Board of County Commissloners
32M Telniami Trall E. aw7mREraesENTATIue
Naples FL 34112
81988-2010 ACORD CO
ACORD 25 (2010106) The ACORD name and logo are registered marks of ACORD
I !1:
FIXED TERM SERVICE AGREEMENT
lt3 B-7464
for
CHILLERS PREVENTATIVE MAINTENANCE AND REPAIRS
THIS AGREEMENT, made and entered into on this � day of 2011. by
and between TamRg Bay Systems Sales Inc. dlbla Tampa Bay Tran 0. authorized
to do business In the State of Florida, whose business address is(the
Contractor') and Collier
Fort Myers, Florida 33966
County, a political subdivision of the State of Florida, (the "County"):
WIT N E 6 SETH:
1. AGREEMENT TERM. The Agreement shall be for a three year period,
commencing ME upon the date of Board approval or [I on
terminating on three - (3 ) year(s) from that date or unbi 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 SERVIPES The Contractor shall commence the work upon
Issuance of a (i Purchase Order ❑ Noose-to-Preeeedt
3. STATEMENT OF WORK. The Contractor shall provide services In accordance with the
terms and conditions of U Request-W,Proposal (RFR) 0 Inv�� # 1Bi7 (ITBi chiding
❑ OthGF
all Attachment(s), Exhibit(s) and Addenda and the Contraotor's proposal r464 *eferred to
herein and made an Integral part of this Agreement.
FBI The Contractor shall also provide services in accordance with Exhibit A -- Scope of
Services attached hereto.
Page 1 of 17
Pixad Tmm 9arke Ag,aement f2Q174002 (Va.l) (a
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 E- 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):
eAsks-are
heu
satisf rtFaet
is-authorzed-
0 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.
0 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 (Le. 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 an 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 'lachee
as untlme-,y submitted. Tlme shall be deemed of the essence with respect to the timely
submission of Invoices under this Agreement.
Page 2 of 17 Fixed Tin Savloo ABIW,kmit #M17-0D2 NCO)
�O
4:4 ❑ (meek If-apsae, TFavel-aid
e •
usable
i
nnlEei�wFinn�-
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 # 85-8013966531C,
6, NOTICES. All notices from the County to the Contractor shall be deemed duly served if
mailed or emalled to the Contractor at the following:
Company Name: Tampa Bay System Sales Inc_ dbe Tampa Bay Trane
Address; 6461 Topaz Court
Fort Myers, Fl- 33966
Authorized Agent: Tim Barnes,General Manager
Attention Name & Title'
Telephone; 813-877-8251
E-Mail(s): Tbarnes trane.com
All Notices from the Contractor to the County shall be deemed duly served If mailed or
emalled to the County to:
Page 3 or17
Fiice4 Term Service Ai<reanaiit V2017-OD'1(Var.1) O
A
Board of County Commissioners for Collier County, Florida
Division Name: Miguel Carballo Interim Director
Division Director: Facilities Management Division
Address: 3335 Tamlaml Trail East, Suite 101
Naples, Florida 34112
Administrative Agent/PM: Amanda Condomina 0 eratlons Analyst
Telephone: 239-252-8380
E-Mall(s): Amanda. Condominagcolliercountyft.goy
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: FAXES. 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 al, 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 w!thin 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 untlt the violation has been corrected to the satisfaction of the
County.
Page 4 of 17
Fixed Tenn Service AgRtmenl 12017-GDZ {Yet I}
CAD
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, W Commercial General Liability: Coverage shall have minimum limits of
$1,000,000 Per Occurrence, $2 000 000 aggregate for Bodily Injury Liability
and Property Damage Liability. This shall include Premises and Operations; Independent
Contractors; Products and Completed Operations and Contractual Liability.
B. 0 Business Auto Liability: - Coverage shall have minimum limits of
$1,000,000 Per Occurrence, Combined Single Limit for Bodily Injury Liability and
Property Damage Liability. This shall Include: Owned Vehicles, Hired and Non -Owned
Vehicles and Employee Non -Ownership.
C. Q 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,
}`
Page 5 oC 17
Plred Tam Service A&Tcm=l 12017-M (Vet.!)
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 Ilablllties, 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 vlolatlons, 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 otherwlse may be available to an Indemnified
party or person described in this paragraph.
This sectlon does not pertain to any incident aris',ng 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 agalnst 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 TamServkoAgiagnenlMi7-W2(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), M Exhibit A Scope of Services,
Exhibit B Fee Schedule, ❑ R—FW W ITB/❑ Athef
# 18-7464 , Including Exhibits, Attachments and Addenda/Addendum, Wasegve+A
q�etes;-aid ❑
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 CQUNTY 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. 20D4-05, 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
Plied Term Service Agreemcn! M17.002 (Ver.l )
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 Tamiaml Trail East, Suite 102
Naples, FL 34112-5746
Telephone: (239) 252-B383
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 taw
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,
q. 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 entitles at the
discretion of the successful Contractor,
Page S of 17 Mud Tam srivkt AUcaaau 12017-002 (Ved)
90
OCAO
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 toss 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, materlals 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. K 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 Ur uu14UuL i-. rmuar-"" trJnt14r+�9._n vv. —• •• -- —
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. Q WARRANTY. Contractor expressly warrants that the goods, mate.-ials 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
Flxrd Tatra Service Agtcmaeal iP2U17.OD2 (Ver.l)
9
0
fabricators, suppliers or processors except as otherwise provided for in the Contract
Documents.
If, wlthin 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. 0 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. 9 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 monles 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
4 Contractor Is legally Ilable, disturbs the County's benchmarks, Contractor shall
!mmediately 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.
Pap 10 or 17
Fixed Term 5crvkx AgFeanent N2017.00d (vet.l )
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 fall to submit to mediation as required hereunder, the other
party may obtain a court order requiring mediation under section 44.102, Fla. Stale.
33.
34.
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.
a&R% '
andfeF expe�.
The GentmeteF Shall MakS maythe semeat
136MORR&
AGREEMENT STAFFING. The Contractor's personnel and management to be utilized
for this Agreement shall be knowledgeable in thelr 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 o r 17 Find Term Swice Agreemem M17-W2 (Ver.1)
CEO
9
35. ❑i• 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.
t 7=z
- U.
Vtm-
38. 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 1D badges are va#id 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 immediateiy 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 $600 per Incident.
Page 12of17
Fixed Term Sarvlr;c AVearrwtt d2017.002 {Vcr. I
38. 0 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
shell only be made by Collier County's Risk Management Division Safety Manager and/or
Safety Engineer.
(Intentionally leR blank -signature page to follow)
Page 13 of 17
Mod Term Satv(Ce Agreaneat =17-002 (Va.l)
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:
Oryslal'K 'Kiilzel, C.Ierlt'of Courts &
Cam olla��r�y{`3;k,-y �+
Ry:
Dated: 1, VIA
CAMMOon1witnesaes;
*ConaFirst Witness
A ove as:Pt7o and Legality:
County Attorney
.�
Print Name
BOARD OF ' NTY COMMIS NERS
COLLIER UN , FLORI
By: •
06M Soils Es . , Chairman
Pampa Bay System Sales, Inc.
D/B/A Tampa Bay Trane
Contractor
re
Ay XL$-0o1J M-rtD0—rT—
signature and titleT
Pegs 1-1 or 17
1=Ixcd'1'oun tiwvlea AswWIanl R20IT•002 {Vor.!)
0
Fxhlbit A
Scope of Services
M following this page (containing 8 pages)
❑ this exhibit Is not applicable
Pege 15 of 17
Fined Term Savicc Agteanent 02017.002 (Vsr.l )
OCAO
ITB# 18-7464
Chillers Preventative Maintenance and Repairs
SCOPE OR SERVICES
The intent of this award Is to obtain preventative maintenance and repairs for mechanical systems for
County owned and operated facilities to minimize operational down time and for facilities to be maintained
in top operating conditions.
The awarded Contractor will provide preventative maintenance services, routine mechanical services,
and urgent repairs including but not limited to maintenance and repairs of chiller, thermal storage tanks
(ice Storage Tanks), boiler and water heater systems and other related electrical equipment.
The systems covered by this scope of services, include but not limited to:
I. Chiller and related control system: Centrifugal, Screw, and Scroll Chillers; all of which
may either be water or air cooled and associated hardware, including but not limited to: air
handlers, fan coils, cooling towers, chilled water pumps, condenser water pumps, chilled
water air handlers, interior and exterior fan sections, variable frequency drives, controller
systems, thermal ice systems (including water and glycol levelling), chemical water
treatment and other adjacentflntegrated equipment.
2. Other mechanical equipment and/or related work associated with mechanical
equipment may be required under this contract, Including, but not limited to any
mechanical system controls maintenance, repair, cleaning, and equipment rentals.
3. Parts for in-house service, repairs, or equipment, as needed by the Division(s).
The Contractor should be comfortable with various automation controls and software packages which
include but are not limited to: Metasys, Trane Tracer Summit, and Automated Logic.
She Contractor will be required to use the Facilities Management's Work Management procedures, such
as utilizing Internal work request forms or future online work request system, at no additional cost to the
County or Contractor(httos://facilities.coilierciov.net . The Contractor will be responsible for utilizing any
systems used by the County for work requests under this Agreement. The Contractor will be required to
update, complete and close work requests and attach before and after pictures, as necessary.
Typically, 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 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, After rate hours will be calculated at 1 and 1/2 time the
hourly rate provided on the bid schedule,
Types of services
A. PREVENTATIVE MAINTENANCE SERVICES:
For Preventative maintenance services of mechanical units, the County requires two (2) services
per year per equipment every six (6) months. This date will commence thirty (30) days after Board
Approval and continue six months moving forward.
Preventative maintenance services shali be priced and billed at a flat rate per unit price for one (1 )
Preventative maintenance service visit per equipment unit. The limit of $300,000 per individual project
does not apply for the Preventative maintenance billing.
Note: in the event the equipment does not have a service log, the Contractor will add the service log to
the equipment at no additional charge. In addition, before and after pictures must be taken and kept on
file.
Page A of 8
AO
OCAO
1, Air and Water -Cooled Chillers
a) Check for refrigerant leaks,
b) Check for water leaks, If applicable,
c) Complete visual assessments for all equipment or related components -- observe the
equipment or related components and determine If there are any issues or potential
Issues.
d) Check all electrical connections (Contactors, relays, check amperage draw), tighten all
electrical connections as needed.
e) Lubricate bearings and check for abnormal operation. Report any abnormalities or
potential abnormalities In writing,
f) Clean condenser and evaporator coils and sanitize.
Cleaning of coils Includes but Is not limited to cleaning of: coils and all related
components, etc.
g) Check Temperature Differential to ensure proper operation per manufacturers design.
h) Check all safety controls for proper operation.
1) Rust removal and/or corrosion removal unless replacement parts are necessary.
j) Service and disconnect disconnector box, if necessary.
k) Comprehensive annual preventative maintenance in conformance with the manufacturer's
recommendations.
1) Perform an Eddy current tube analysis every two (2) years.
m) Vibration diagnostics with written report.
n) Condenser tube cleaning.
o) Spectro chemical oil analysis.
p) Coat finish of equipment when applicable to prevent rust and corrosion with chemicals 1
products, must be approved by County Representative or Designee (typically Simple Green
or equivalent).
q) Check and secure all equipment panel screws and attachments.
r) Adjust any components and equipment, as needed.
s) Update records in all existing equipment.
t) Wipe down and clean (including dusting) any and all components, housings, or related items
to remove all dust, debris, etc.
u) Report all issues or potential issues to County staff In writing.
v) Maintain good housekeeping. Ensure area is free of trash and work debris.
2. Cooling Towers (applicable for Water Cooled Chillers)
a) Check for water leaks.
b) Complete visual assessments for all equipment or related components — observe the
equipment or related components and determine If there are any issues or potential
Issues.
c) Check all electrical connections (contactors, relays, check amperage draw), tighten all G
Page 2 of s
OCAO
electrical connections as needed.
d) Lubricate bearings and check for abnormal operation. Report any abnormalities or
potential abnormalities In writing.
e) Check all safety controls for proper operation.
f) Rust removal and/or corrosion removal unless replacement parts are necessary
g) Service and disconnect disconnector box, if necessary
h) Coat finish of equipment when applicable to prevent rust and corrosion with
chemicals/products, must be approved by County Representative or Designee (typically
Simple Green or equivalent).
I) Wipe down, clean, and sanitize (including dusting) any and all components, housings,
or related items to remove all dust, debris, etc.
J) Analyze the sump pump strainer. Status and/or recommendations are required.
Cleaning to be completed separately.
k) Check and secure ail equipment panel screws and attachments.
1) Adjust any components and equipment, as needed.
m) Update records in all existing equipment.
n) Wipe down and clean (including dusting) any and all components, housings, or related
Items to remove all dust, debris, etc.
o) Report all issues or potential issues to County staff In writing.
p) Maintain good housekeeping. Ensure area is free of trash and work debris.
q) Leglonella Test.
The Contractor shall maintain stock of items needed to perform the preventative maintenance,
Including but not limited to grease, lubrication oil, v-belts, condensate pan tablets, fuses, biocide
disinfectants, all paints, protective finishes, rust removers and coil cleaners at no additional cost to
the County, The cost of these items shall be Included in the unit price.
Following the preventative maintenance, a written reporticheck list will be provided detailing the
results, 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.
The Contractor shall obtain and maintain a comprehensive list of all mechanical equipment and related
parts currently In place at each of the County's buildings and facilities. This list will be emailed and
provided, at a minimum, once per month to the County Representative or designee. The Contractor
shall maintain and update the list with the minimum inventory requirements data when performing
scheduled maintenance of all equipment. The list should be up-to-date at all times. 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 County Representative or designee. The
County has the ability to update the minimum inventory requirements as needed, with notice to the
contractor.
Typically, preventative maintenance will be completed during normal business hours (7:OOam to
5:OOpm); however, the County Representative or designee may request preventative maintenance
Page 3 of S
t:AO
during after hours, as deemed necessary by the County Representative or designee. Water Cooled
Chiller and Cooling Tower Preventative maintenance service shall be performed during after-hours or
on the weekends in order to prevent interruption of normal operation of Collier County facilities. No
additional charges will be allowed for after hour Preventative maintenance service requests.
The Contractor shall, under no circumstances, remove any equipment containing a County asset
sticker. When replacing equipment, the asset sticker can be removed by a Contractor authorized to
adjust equipment inventory records. The Contractor will place asset stickers on the equipment, as
necessary for no charge.
The county reserves the right to purchase parts at a ten percent (10%) markup for in-house services,
repairs, or equipment, as needed.
Note: The Master Equipment List has been Included in the Solicitation for reference purposes only, to
give an idea of the quantity and different types of equipment currently in place throughout the County. It
Is not an all-inclusive list and will need to be updated and finalized as outlined above. Additional
equipment may be added via an amendment by the Division and provided to the Contractor
subsequently,
At a minimum, the required information will Include:
• Asset Tag Number
• Building Code and Building Name
• Location Including address, floor location, geography in building, room
• Type of equipment and equipment code
• In -Service Date, if applicable
• Removal from Service Date, if applicable
• Expected life and Actual Life
• Tonnage of the Equipment
• Category
• Description
• Serial Number
• Model number
• Manufacturer name, number, and relevant Information
• Refrigerant Type
• Voltage, If applicable
• Rated Amps, If applicable
• Motor Horse Power, If applicable
• Cost of equipment, if applicable
• Any existing warranties on equipment, if applicable
o This information will not be required for pre-existing equipment
Q Repaired equipment or partial units from repairs should be noted for warranties
with the information provided to the County Representative or designee
o The Contractor will not be required to maintain all warranty information, only report
new Information
Condition - Report on condition of equipment and related parts; recommendation for
Page 4 of 8 @0
G
repair (as needed) with estimate of cost for repair and Identification of required equipment
and parts to do so.
B.
house repairs
: Once a purchase order is issued, the County representative or designee
would expect that the work commence within five (5) 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. An urgent response requires a two (2) hour
response time, this will be required 24 hours a day, 365 days a year. Payment of time and a half will
be given for urgent requests.
41 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 commence work through a written or verbal
communication.
In the event the Contractor does not fulfill these response requirements, or to request quotes or bids
from other vendors following the Board's Procurement Ordinance.
Contractor's Responsibilities
1. The Contractor shall furnish all necessary qualified labor, materials, equipment, tools, consumabies,
transportation, skills, and Incidentals required for the maintenance services, repairs and miscellaneous
services for the County's mechanical systems.
2. Response time:
Urgent respo rise: For maintenance and repairs needed for the health, safety and well-being of the
County staff and/or public, the urgent response shall be provided In no more than two (2) hours from
the time of the Initial contact.
Non - urgent response: a response (at a minimum a telephone call) within twenty-four (24) hours Is
acceptable on any calendar day. For non- urgent repairs, the Contractor must be on -site and repairs
begun within one (1) day of the purchase order being issued and/or work authorization for all areas
unless the County Representative and/or designee, approves a different amount of time for response.
3. On -call Schedule: The Contractor will provide an on -call schedule twenty-four (24) hours a day,
seven (7) days a week. Contractor shall provide the County with an on -call telephone number(s) for
both routine and after-hours service,
4. Scheduling: Preventative maintenance services (except Water Cooled Chiller and Cooling Tower
Preventative maintenance) and repairs will be conducted during normal working hours, Monday
through Friday, 7:00 am until 5:00 pm unless otherwise authorized by a County representative. To
arrange for an appointment to perform service at a County facility, the Contractor may contact the
County designee a minimum of 24 hours in advance of the work. No chemicals may be applied
during normal business hours if building is occupied.
5. When required, the Contractor must use a qualified engineer or company representative (with all
related licenses and certifications being current) with the experience and ability to obtain all permits
required for any and all repairs, when necessary and applicable.
Page 5 of 8
9
6. The Contractor(s) shall use technicians who are trained and experienced with commercial chillers (any
tonnage and type), piping, underground piping and mechanical Insulation, water heaters and other
related mechanical equipment.
7. Repair Parts: All repair parts and materials must be as specified In the work request. If the work request
Is not specific and/or the Collier County Vertical Standards do not specify, then the parts must be
approved by the County Representative and/or designee. The Contractor(s) will be required to provide
proof of the parts/materials/supplles supplied by providing invoices and/or photographs at the time of
Invoice submission.
8. Additions and Deletions of Equipment: The County retains the right to add or to delete any
facilities and equipment from service provided under the resultant contract as described herein, upon
written notification by the County Representative or designee to the Contractor.
• The County, or'designee, will provide notice of equipment addition in writing to the Contractor
when possible. The Contractor may then charge for that piece of equipment, as described in the
Exhibit B- Fee Schedule.
• If removing equipment from coverage, the County shall provide fifteen (15) days prior written
or electronic notice. Equipment removed from coverage prior to the 16th shall not be billed for
that month; equipment removed after the 15th shall be billed for the whole month.
9. Records and Documentation: The Contractor(s) Is responsible to maintain and update records for
services provided. The documentation will include, and not be limited to, records of all service calls,
maintenance performed, and any modifications, if applicable. The Contractor(s) will not charge for any
call back work. All reports shall be sent to the County Representative or designee, noting date, repair,
materials, location, and/or disposal Information.
When submitting a "unit price° Preventative maintenance Invoice, the Contractor shall provide:
✓ A summary spreadsheet listing the equipment type, equipment size (tons, horsepower, MBH),
equipment location, date of Preventative maintenance performed, unit price, total amount due,
and equipment asset tag number.
✓ The Invoice may be billed on a monthly basis for Preventative maintenance services that have been
performed.
✓ Preventative Maintenance Service shall be billed at a unit price based on the rate Identified In the
contractor's bid. Unit price is for one (1) Preventative maintenance service visit per equipment
unit. The County requires two (2) Preventative maintenance visits per year per equipment
performed every six (6) months.
✓ The limit of $300,000 per individual project does not apply for the Preventative maintenance billing.
✓ Attestation signed by the Contractor that the work is completed in conformance with the
Preventative maintenance requirements of the solicitation,
When submitting a "time and material" Invoice far projects up to $300.000, the Contractor shall provide;
✓ A Purchase order number, work request number, date, location and description of the work
performed.
✓ The number of hours worked and billing rate by position (company (or subcontractor)
timekeeping or payroll records will not be required). Hourly time will be paid only for actual time
at the worksite. Rates provided must reflect the rates provided In Exhibit B-Fee Schedule.
✓ Backup documentation and recelptsllnvoiees for any subcontractor charges and other
documentation for the project.
✓ Administrative hours for quoting, invoicing, providing back-up and supporting
Page 6 of 8
documentation will not be allowed and should be Incorporated into the pricing in Exhibit
B.
✓ If applicable, a fifteen (15%) percent mark-up for subcontractor's work will be allowed.
10.Inspections: The County and the Contractor(s) may conduct an inspection of the completed services
provided in response to any resulting purchase order. Any deficiencies noted during an inspection shalt
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 Performance
Measures and Contract Deductions Section. Deductions may be imposed at the time of initial notification
for lack of performance.
If the Contractor(s) fails to correct the deficiencies within this time frame, the County shall be entitled to
have the work remedied, charge a deduction (see Section - Performance Measures and Contract
Deductions), and the Contractor(s) shall be fully liable for all costs and expenses reasonably incurred
by the County.
11.Performance Measures and Contract Deductions: The Contractor(s) shall maintain compliance
with the following performance measures:
✓ The Contractor(s) will provide all required reports and records within the lime frame specified to
the County Representative or designee.
✓ The Contractor(s) will advise the County, in writing, of any extenuating circumstances that will
prohibit the Contractor from meeting the above -outlined performance measures.
✓ 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 and completely and with the
frequency designated by the Contract, the entire affected area as defined solely by the County
Representative or deslgnee shall be round to be a non- performance area.
NOTE. At the discretion of the Project Manager or designee, the final completion date can be extended
due to unforesee"i circumstances or acts of force majeure that are beyond the Contractors control.
The Contractor must request a date extension in writing with the reason of the delay prior to the
completion date via email notification.
Final Acceptance by County: The County shall consider the work complete when the Contractor has
completed In Its entirety all 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.
Payments withheld: The Project Manager or designee may decline to approve any invoice submisslon,
or port:ons thereof, because of subsequently discovered evidence or subsequent inspections that
reveal non-compliance with the Contract documentation. The Project Manager or designee may nullify
the whole or any part of any approval for payment previously issued and the County may withhold any
payments otherwise due to the Contractor under this Agreement or any other agreement between
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 filed or reasonable evidence
Indicating probable filing 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
Page 7 of 8
CAD
completed for the unpaid balance of the Invoice amount; (e) reasonable Indication that the work will not
be completed within the required time; (f) unsatisfactory prosecution of the work by the Contractor; or
(g) any other material breach of the Contract by Contractor.
If any conditions described above are not remedied or removed, the County may, after three (3)
business days and a written notice, rectify the same at Contractor's expense. Provided however, In the
event of an emergency, the County shall not be required to provide Contractor any written notice prior
to rectifying the situation at Contractor's expense.
The Contractor shall maintain in a safe place at the Project site one record copy of the Contract
Documents, Including, but not limited to, all drawings, specifications, addenda, amendments, change
orders, work directive changes and field orders, as well as all written Interpretations and clarifications
Issued by the Design Professional, In good order and annotated to show all changes made during
construction. The annotated drawings shall be continuously updated by the Contractor throughout the
prosecution of the Work to accurately reflect all field changes that are made to adapt the Work to field
conditions, changes resulting from Change Orders, Work Directive Changes and Field Orders, and all
concealed and buried installations of piping, conduit and utility services. All buried and concealed
Items, both inside and outside the Project site, shall be accurately located on the annotated drawings
as to depth and In relationship to not less than two (2) permanent features (e.g. Interlor or exterior wall
faces). The annotated drawings shall be clean and all changes, corrections and dimensions shall be
given In a neat and legible manner in a contrasting color. The "As-Bullt" record documents, together
with all approved samples and a counterpart of all approved shop drawings shall be available to the
Project Manager or Design Professional for reference. Upon completion of the Work and as a condition
precedent to Contractor's entitlement to final payment, these "As -Built" record documents, samples and
shop drawings shall be delivered to Project Manager by Contractor for County.
12.Facil4 Safety and Security: Work must be performed in accordance with Industry standards and
guidelines. The Contractor(s) will comply with all applicable federal, state and local laws, ordinances,
rules and regulations pertaining to the performance of the services requested herein. Any fines levied
due to inadequacies, or failure to comply with any requirements, will be the sole responsibility of the
Contractor(s). Any employee or representative of the Contractor(s) found not in conformance with any
laws, statutes, rules or regulations will not be allowed on job sites. Violations by a Contractor may
constitute cause for immediate termination of the Agreement. The Contractor(s) shall replace or repair
any loss at their cost.
The Contractor(s) must comply with Federal and State right -to -know laws if hazardous materials are
used. Material Safety Data Sheets (MSDS) will be made available and provided to the County per
the County Representative's direction. The Contractor is required to immediately report to the County
Representative or designee any spillage or dumping of hazardous material on County property. The
Contractor shall bear all costs associated with the cleanup of any such Incidents.
The Contractor will be asked to work in the Collier County Sheriff Office Correctional Facilities and
other areas considered "high security", which require thorough background checks of personnel and
tools taken into such -Facilities.
13. Exclusion of County Permits in Bid Prices: To ensure compliance with Section 218.80, F.S.,
otherwise known as "The Public Bid Disclosure Act," Collier County will pay the Contractor for all
Collier County permits and fees applicable to the Project, including license fees, permit fees, impact
fees or inspection fees applicable to this Work through an internal budget transfer(s). Therefore,
Contractor shall not Include permit/fee amounts in pricing provided Exhibit S. However, the
Contractor shall retain the responsibility to Initiate and complete all necessary and appropriate
actions to obtain the required permits other than payment for the Items Identified in this section. The
County will not be obligated to pay for any permits obtained by Subcontractors.
Page 8 of 8 feffN
c'`AO
Exhibit B
Fee Schedule
following this page (contalning 7 page/$)
Pago 16 of 17
Fixed Tam 5avka AgreerneM N2017-002 (Ver.f) ' �?
9
18-7464 Fee Schedule
Tampa Bay System Sales, Inc. DBA Tampa Bay Trane
Price per unit Is the price for one Periodic Preventatime maintenance service visit per equipment unlF.
Prices are be all Inclusive.
After hours and urgent requests will be calculated nt 1 and 1/2 time the hourly rate !f app lcable, a 15%
Imark-up for subcontractor's work will be allowed and 10% for any material mark-up.
Item '
Air Cooled Chillers
System Description CHIL-AC
Price per Unit
1
0-99 tons
$ 1,320.00
2
100-299 tons
$ 1.320.00
3
300+tons
$ 1,760.130
q
jEctulpment Rental & Installation of 100 ton
1$ 3,190.00
5
ITatal for Air Cooled Chillers
I TOTAL
Water Cooled Chillers
Price per unit
Item
5 tem Description CHIL-WC
6
0-39 tons
$ 2,400.00
7
10D-299 tons"
$ 2,760.00
8
30D•699 tons
$ 3,240.00
9
700+ tons
$ 3,720.00
10
Iliquipment Rental & Installation of 100 ton
$ 3,480.00
11
Itatal for Water Cooled Chillers
NOLM Water Cooled Cnlserf Preventative mamtenance sarv,ca w ua p=l......M.......«-6
or weekends.
Item
Cooling Towers
System Descrl tion CT
Price per Unit
12
100-299tons
$ 560.00
13
300-699 tons
$ 560.00
14
700+ tons
S 560.00
is
Total for Cooling Towers
Mote: Cooling Tower Preventative Maintenance service to be performed during after•houts or
,._-J
Item
Technician Services - Labor Hours
Price per Hour
16
17
HVAC Joumeyman
Chiller Mechanic
$ 120.00
18
Total for Technician Services
Item
19
Total calculation for Periodic Preventative Maintenance Services
Total for Air Cooled Chillers
TOTAL
$ 26,510.00
20
Total far Water Coded Chillers
$ 25,320.00
21
Total for Cooling Towers
$ 2,800.00
22
23
Total for Technician Services
$ 180,000.00
C
Other Exhibit/Attachment
Description:
❑ following this page (containing pages)
N this exhibit is not applicable
Page 17 of 17
Flxaa rang suvisa Agreemwt r2017-oo2
G
AEo CERTIFICATE OF LIABILITY INSURANCE
VATEIMMMDIYYYYI
1 W2012018
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND COWERS NO RIGHTS UPON THE CERTIFICATE HOLDER THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGAATWELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW, THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING tNSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT. If the certificate holder Is an ADDITIONAL INSURED, the policy(les) must have ADDITIONAL INSURED provisions or be endorsed,
It SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain poNcles may require an ondonmmeM. A statement an
this certificate does not confer hts to the certificate holder In lieu of such endoTeeme s .
PRODUCER
Lys Bas anc , Inc.
P.79
Tampa FL 331301-2878ADDRESSdrndd
Diane COFWN
. 813-470-5035
1 keahlsuranoe.aDm
Ir4811 APFORDINOCOVEIGflP
NATO0
INSURrRA: Wlilestfreld Insurance CompanyCoMpany
24112
INSURED WWII
Tampa Bay Systems Sales, Ina
dba Ramps Bay Ttane
9D2 North Himes Ave
Tampa FL 33609
INSURER ■ 1 B tietd EmIAMMI Ins Co.
10701
INSURER c 1 Indian Harbor
30940
INSURER o 1 Travelers Pgorty Ceeuall Insurance Company
w3unaa a: d's of London
INSURER FI
.s r& ramTlclhwvle all llanCC. vaun4.10 RFUHRInId NUMKI:R!
THIS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TD 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.
1"aptl
TYPE OF INSURANCE
ADM
Won
Una
POLICY F
UUM
A
X
COMMERCULOEHERAL1.ABLIrY
MAD CLANS-E � OCCUR
Y
Y
CMM0164905
W3112016
12/31/2010
EACHOCCUHRENCE
s100D000
DAMAGE To RENTEU
6600,000
I✓IEO EXP one
s 1 000
PERSONAL& ADV INJURY
s 1 D00 000
GERL AGGREGATE LNNT.APPLIES PER:
POLICY ECT [K] LOC
E Jp
E
OTH#
OENERALAGOREOATE
e 2 000 000
PRODUUM-COMPIOPAGG
$G00AOD
A
AUTOMOSILELJA U"
IX ANY AUTO
SCHEDULED
AUTOS ONLYAUTOS ONLY
X AU�fWe ONLY Nx PIPs1 =
Y
CMMOS64005
12031=0
1213117.010
LWT01ADO.OW
BODILY INJURY ow person)
s
BODILY INJURY NPnraesldMW
i
#
#
D
X
UMBRELLA LJM
ERCBOaLIAa
OCCUR
CLAN 34ME
ZUP18R8003B187NF
12131I2015
1213112D10
EACHOCCI%RETVE
s100000oo
N
AGGREGATE
a10 OOD
en I X
s
B
WDRRCRBCOMPEINBATTON
AND Ia1PL OVIRS'LIAa0.J1Y
�OAIAARTNER1EXECU`1NE F I
OFFICERINEM EREXCLUDHD7
(aanda fly III NNj
aaor6e larder
Y 4
NIA
0830-52169
111/2010
111=0
X
EL EACHA[xIDENT
ib00Q00
EL DISFJIBE-EA EM
$b00 000
E L 018EA0E-POLICY LIMrT
9500,000
C
H
Pr &@@* WLlat4v
comfrech ew
PECOUS82MG
VMTCD170102
12r3112018
12131/2016
171311201E
12131=0
EEachL�wa
Each
ZO�OOC O
DESCNPT MU GF OPERATIOHB I LO"TIOUS I VEHICLEa (ACORO 1e1, AdMond Remalln echs*dv, @mar be attuhed It mom space h ra"10d)
Collier County Board of County Commissioners, OR Board of County Conurksloners in Caller County, OR Collier County Gavemment, as additional Insured
for any and oil work performed in Colter County as respects to general liability and automobile labgtty with primary and non-contributory warding as required by
written Contract subject to all policy terms, Conditions, Ilmlatlons and exclusions,
SHOULD ANY OF THE ABOVE DESCRIBED POLICWA BE CANCELLED BEFORE:
THE EXPIRATION DATE THEREOF, NOTICE WALL BE DELNeRED IN
ACCORDANCE WITH THE POLICY PROVISIONS.
Collier County Board of County Commissioners
3296 Temlaml Trall E- AMHORaeam rI PMBFrATNE
Naples FL 34112 W P -� x
ACORD 25 (2016103) TTte ACORD name and [ago are registered marks of ACORD
EAU
110,114 IN 11:
BILL OF SALE ASSIGNMIIENT AND ASSUMPTION AgMEMENT
This BILL OF SALE, ASSIGNMENT AND ASSUMPTION AGREEMENT (this
"Bill of Sale'l, executed as of December 31, 2020, by and between Tampa Bay Systems Sales,
Inc., a Florida corporation ("Assignee, and Trane U.S. Inc., a Delaware corporation
("Assignee'l:
WITNESSETH:
WHEREAS, (i) Assignor has agreed to sell, assign, transfer, and convey to Assignee all
of Assignor's right, title, and interest in and to the Assets (as herein defined) pursuant to that certain
Agreement of Purchase and Sale of Assets dated as ofNovember 6, 2020, by and among Assignee,
Assignor, and the other parties named therein (the "Purchase Agreement'); and (ii) Assignee
desires to assume and thereafter fully and timely perform and discharge the Assumed Liabilities
(as herein defined); and capitalized terms in this Bill of Sale, unless otherwise defined herein, shall
have the meaning given to such terms in the Purchase Agreement.
NOW, THEREFORE, in consideration of the premises and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, and subject to the
terms, conditions, and limitations of this Bill of Sale and the Purchase Agreement, (i) Assignor
does hereby SELL, ASSIGN, TRANSFER, CONVEY, DELIVER, and SET OVER to Assignee,
its successors and assigns all right, title, and interest of Assignor in and to the Assets and (ii)
Assignee does hereby assume and agree to fully and timely perform and discharge the Assumed
Liabilities in accordance with their terms.
Assets- For purposes of this Bill of Sale, the Assets are those assets, properties, rights, and
interests of Assignor that are specifically described in the Purchase Agreement as the "Assets" and
as set forth in Schedule A to this Bill of Sale (including, without limitation, the "Assumed
Contracts"), which Assets expressly exclude the "Excluded Assets" as defined in the Purchase
Agreement.
Assumed Liabilities - For purposes of this Bill of Sale, the Assumed Liabilities are those
liabilities and obligations of Assignor that are specifically described in the Purchase Agreement as
the "Assumed Liabilities" and as set forth in Schedule B to this Bill of Sale.
4838-7815-M7.5 0
Page 2
Purchase Price Allocation - The Allocable Price (as defined in the Purchase Agreement)
will be allocated among the Assets in accordance with Section 9.4 c of the Purchase Agreement
and consistent with the Purchase Price Allocation Methodology set forth on Schedule C to this Bill
of Sale.
Subroeation - This Bill of Sale is made with full substitution and subrogation of Assignee
in and to all covenants, warranties, and rights previously given or made with respect to the Assets
or any part thereof.
Successors and Assigns - This Bill of Sale will be binding upon, and will inure to the
benefit of, Assignor and Assignee and their respective successors and permitted assigns.
Governing Law, Venue - This Bill of Sale shall be governed by and construed in
accordance with the laws of the State of New York. Each party agrees that any action, proceeding,
or claim it commences against the other party or parties under this Bill of Sale shall be brought in
the courts of the State of New York, sitting in New York County, or the courts of the United States
for the Southern District of New York.
Assienme_ n# - This Bill of Sale shall not be assignable or otherwise transferable by any
party hereto without the prior written consent of the other party hereto.
Effective Date and Time - This Bill of Sale will be effective for all purposes as of 11:59
p.m. Eastern Standard Time on December 31, 2020.
Rela ftshln to Purchase Agreement - The provisions of this Bill of Sale are subject, in
all respects, to the terms and conditions of the Purchase Agreement and all of the representations
and warranties, covenants, and agreements contained therein, all of which will survive the
execution and delivery of this Bill of Sale to the extent provided in the Purchase Agreement.
Nothing contained in this Bill of Sale, express or implied, shall supersede, modify, replace, amend,
change, rescind, waive, exceed, enlarge, or in any way affect the provisions set forth in the
Purchase Agreement.
Specific Performance - Each party hereto acknowledges that the other party would be
damaged irreparably and would have no adequate remedy of law if any provision of this Bill of
Sale is not performed in accordance with its specific terms or otherwise is breached. Accordingly,
G483e-7815-5487.5
Page 3
each party agrees that the parties will be entitled to enforce specifically any provision of this Bill
of Sale, in addition to any other remedy to which it may be entitled and without having to prove
the inadequacy of any other remedy they may have at law or in equity and without being required
to post bond or other security.
Coun arts - This Bill of Sale may be executed in several counterparts, each of which
shall be deemed an original and all of which shall together constitute one and the same instrument.
This Bill of Sale maybe executed and delivered by electronic transmission and upon such delivery
the electronic counterparts will be deemed to have the same effect as if the original signature had
been delivered to the other party.
[Signatures Appear on the Following Page]
4835-7815-M.5 G
i
IN WITN9SS`WBFM0F; Assignor andAssignee of Si a as of
the 6te- f int above written.
ASSIGNOR. E
{
i
TAWNIBAY SYS
Name: Do -B. Cohn
Titles . Executive Offieer
Asa _ t
TRANEIU.& ]NC. I
1
Title: !
3igna_tilm Page. to. Bzil•of SaZe,A i cnt & Agsk�ption Agrcennept
IN WITNESS WHEREOF, Assignor and Assignee have executed this Bill of Sale as of
the date first above written.
ASSIGNOR
TAMPA BAY SYSTEMS SALES, INC.
By
Name: Douglas B. Cohn
Title: Chief Executive Officer
ASSIGNEE
TRANE U.S. INC.
By,
-31 1 C Ic �It` �1 1-;' 01-z' �-t - �-- -
Name: David C. Butow
Title: Vice President
Signature Page to Bill of Sale, Assignment & Assumption Agreement 0
G
m
z
0
a
rr
0
tz
Ir
0
U
LL
0
z
0
U)
w
a
m
I
Y/ E
E
tz
t r
th
-r
E
i--I
J
1�
{
G
N
z
W
Efl
W
E
m
Z
0
41
d^
W
J
Lu N N 0.
zz
zz
m W a ,
i�4 a L
Z I.- €
c G
o b z Im
C
LL t" LL 0 1� 11 LL
to
0
CO �
€
Jo-
()4-N
zo
cI
CO
w
m
C
�o
ui
?
110 C
a
co D
O
G
4
LL
a
a
m
2w
V co
8 n
C) co
G, C: Ni
1NS � a
�E E
3Z C
OE E
a
U.
Q
4
n