The URL can be used to link to this page

#18-7235 (Trane U.S. Inc. Assumption) ASSUMPTION AGREEMENT This Assumption Agreement is made and entered into on this /1-tth of ,� ��;�� , 2021 by and between TRANE U.S. INC. ("TRANE"), and COLLIER COUNTY, a political subdivision of the State of Florida("COUNTY")(collectively,the"Parties'). WHEREAS, on April 24, 2018 (Agenda Item 16C1) the COUNTY awarded Agreement #18-7235 "HVAC Preventative Maintenance and Repair Services"to Tampa Bay Systems Sales, Inc.doing business as Tampa Bay Trane("TBSS"),and attached hereto as Exhibit"A"(hereinafter "Agreement A");and WHEREAS,on January 8, 2019(Agenda Item 16C10)the COUNTY awarded Agreement #18-7464 "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, TRANE 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 under 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 acknowledged 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 C.=�U 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: BOARD OF COUNTY COMMISSIONERS Crystl.; •IIiel, Clerk COLLIER COUNTY, FLORIDA & Gpttol ler _,. is 4, r . 8 d, ' 'Oe iit.4(3 . kk - By: C , D Clerk Penny Tayl , Chair ' best as to Chatfman's sign ute do y. Approved as to Form and Legality: By: ,/ ' I 1)1(61:cA .A. Scott R. Teach /%)cc i dt Deputy County Attorney Page 2 of 3 S CIO TRANE's Witnesses: TRANE U.S.INC. B J.IQC tk_it--1-----> / _',i ature First Witness t laW. /zJ,I/L' /fie! Pie S,2i ici -2),a,v i&4- J. A.I.,441)L_ tType/print signature and titleT tType/print witness name'' •-LIlli-J /99' .cli_.a. , econd Witness 1 4/ . Amin e TType/print witness name1 1 Page 3 of 3 C,Pa EXHIBIT A S FIXED TERM SERVICE MULTI-CONTRACTOR AWARD AGREEMENT 18-7235 for HVAC Preventative Maintenance and Remedial Repairs THIS AGREEMENT, made and entered into on this aL146 day of I\, i C 20 IS , by and between Tampa Bay System Sales, Inc. dba Tampa Bay Trane authorized to do business in the State of Florida, whose business address is 902 N. Nimes, Tampa, 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 I Ion and terminating on three (3 ) year(s) from that date or until all outstanding Purchase Order(s) issued prior to the expiration of the Agreement period have been completed or terminated. The County may, at its discretion and with the consent of the Contractor, renew the Agreement under all of the terms and conditions contained in this Agreement for two (2 ) additional one (1 ) year(s) periods. The County shall give the Contractor written notice of the County's intention to renew the Agreement term prior to the end of the Agreement term then in effect. The County Manager, or his designee, may, at his discretion, extend the Agreement under all of the terms and conditions contained in this Agreement for up to one hundred and eighty (180) days. The County Manager, or his designee, shall give the Contractor written notice of the County's intention to extend the Agreement term prior to the end of the Agreement term then in effect. • 2. COMMENCEMENT OF SERVICES. The Contractor shall commence the work upon issuance of a Purchase Order ❑ Notice to Proceed. 3. STATEMENT OF WORK. The Contractor shall provide services in accordance with the terms and conditions of fl Request for Proposal (RFP) II•I 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. IUD The Contractor shall also provide services in accordance with Exhibit A — Scope of Services attached hereto. Page 1 of 17 Fixed Term Service Multi-Contractor Agreement 2017.008(Ver.1) 3.1 This Agreement contains the entire understanding between the parties and any modifications to this Agreement shall be mutually agreed upon in writing by the Parties, in compliance with the County's Procurement Ordinance, as amended, and Procurement Procedures in effect at the time such services are authorized. 3.2 IN) The procedure for obtaining Work under this Agreement is outlined in Exhibit A— Scope of Services attached hereto. 3.3 The procedure for obtaining Work under this Agreement is outlined in I I Other Exhibit/Attachment: 3.4 I 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 Act". 4.1 Price Methodology (as selected below): Lump Sum (Fixed Price): A firm fixed total price offering for a project; the risks are transferred from the County to the contractor; and, as a business practice there are no hourly or material invoices presented, rather, the contractor must perform to the satisfaction of the County's project manager before payment for the fixed price contract is authorized. U 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. IN Unit Price: The County agrees to pay a firm total fixed price (inclusive of all costs, including labor, materials, equipment, overhead, etc.) for a repetitive product or service delivered (i.e. installation price per ton, delivery price per package or carton, etc.). The invoice must identify the unit price and the number of units received (no contractor inventory or cost verification). Page 2 of 17 Fixed Term Service Multi-Contractor Agreement 2017.008(Ver.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 furnished, delivered, and accepted, upon receipt and approval of invoices submitted on the date of services or within six (6) months after completion of the Agreement. Any untimely submission of invoices beyond the specified deadline period is subject to non-payment under the legal doctrine of "laches" as untimely submitted. Time shall be deemed of the essence with respect to the timely submission of invoices under this Agreement. 4.4 Li (check if applicable) Travel and Reimbursable Expenses: Travel and Reimbursable Expenses must be approved in advance in writing by the County. Travel expenses shall be reimbursed as per Section 112.061 Fla. Stats. Reimbursements shall be at the following rates: Mileage $0.44.5 per mile Breakfast $6.00 Lunch $11.00 Dinner $19.00 Airfare Actual ticket cost limited to tourist or coach class fare Rental car Actual rental cost limited to compact or standard-size vehicles Lodging Actual cost of lodging at single occupancy rate with a cap of no more than $150.00 per night Parking Actual cost of parking Taxi or Airport Limousine Actual cost of either taxi or airport limousine Reimbursable items other than travel expenses shall be limited to the following: telephone long-distance charges, fax charges, photocopying charges and postage. Reimbursable items will be paid only after Contractor has provided all receipts. Contractor shall be responsible for all other costs and expenses associated with activities and solicitations undertaken pursuant to this Agreement. 5. SALES TAX. Contractor shall pay all sales, consumer, use and other similar taxes associated with the Work or portions thereof, which are applicable during the performance of the Work. Collier County, Florida as a political subdivision of the State of Florida, is exempt from the payment of Florida sales tax to its vendors under Chapter 212, Florida Statutes, Certificate of Exemption # 85-8015966531C. 6. NOTICES. All notices from the County to the Contractor shall be deemed duly served if mailed or emailed to the Contractor at the following: Page 3 of 17 Fixed Term Service Multi-Contractor Agreement 2017.008(Ver.1) Company Name: Tampa Bay Systems Sales, Inc. dba Tampa Bay Trane Address: 902 N. Nimes Ave Tampa, Florida 33609 Authorized Agent: Sandy Tulecki Attention Name & Title: Nicolette Jacopelle Telephone: (813) 877-8251 E-Mail(s): nicole.jacopelle@trane.com All Notices from the Contractor to the County shall be°deemed duly served if mailed or emailed to the County to: Board of County Commissioners for Collier County, Florida Division Director: Dennis Linguidi Division Name: Facilities Management Division Address: 3335 Tamiami Trail East, Suite 101 Naples, Florida 34112-5356 Administrative Agent/PM: Miguel Carballo, Manager Facilities Telephone: (239) 252-5857 E-Mail(s): Miguel.Carballo@colliercountyfl.gov The Contractor and the County may change the above mailing address at any time upon giving the other party written notification. All notices under this Agreement must be in writing. 7. NO PARTNERSHIP. Nothing herein contained shall create or be construed as creating a partnership between the County and the Contractor or to constitute the Contractor as an agent of the County. 8. PERMITS: LICENSES: TAXES. In compliance with Section 218.80, F.S., all permits necessary for the prosecution of the Work shall be obtained by the Contractor. The County will not be obligated to pay for any permits obtained by Subcontractors. Payment for all such permits issued by the County shall be processed internally by the County. All non-County permits necessary for the prosecution of the Work shall be procured and paid for by the Contractor, The Contractor shall also be solely responsible for payment of any and all taxes levied on the Contractor. In addition, the Contractor shall comply with all rules, regulations and laws of Collier County, the State of Florida, or the U. S. Government now in force or hereafter adopted. The Contractor agrees to comply with all laws governing the responsibility of an employer with respect to persons employed by the Contractor. Page 4 of 17 Fixed Term Service Multi-Contractor Agreement 2017.008(Ver.1) 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 DISCRIMINATION. The Contractor agrees that there shall be no discrimination as to race, sex, color, creed or national origin. 12. INSURANCE. The Contractor shall provide insurance as follows: A. ■ Commercial General Liability: Coverage shall have minimum limits of $ 1,000,000 Per Occurrence, $2,000,000 aggregate for Bodily Injury Liability and Property Damage Liability. This shall include Premises and Operations; Independent Contractors; Products and Completed Operations and Contractual Liability. B. ■, Business Auto Liability: Coverage shall have minimum limits of $ 1,000,000 Per Occurrence, Combined Single Limit for Bodily Injury Liability and Property Damage Liability. This shall include: Owned Vehicles, Hired and Non-Owned Vehicles and Employee Non-Ownership. C. I•1 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 5of17 Fixed Term Service Multi-Contractor Agreement 2017.008(Ver.1) 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. I I Cyber Liability: Coverage shall have minimum limits of$ per claim. F. I : Coverage shall have minimum limits of $ per claim. Special Requirements: Collier County Board of County Commissioners, OR, Board of County Commissioners in Collier County, OR, Collier County Government shall be listed as the Certificate Holder and included as an "Additional Insured" on the Insurance Certificate for Commercial General Liability where required. This insurance shall be primary and non-contributory with respect to any other insurance maintained by, or available for the benefit of, the Additional Insured and the Contractor's policy shall be endorsed accordingly. Current, valid insurance policies meeting the requirement herein identified shall be maintained by Contractor during the duration of this Agreement. The Contractor shall provide County with certificates of insurance meeting the required insurance provisions. Renewal certificates shall be sent to the County thirty (30) days prior to any expiration date. Coverage afforded under the policies will not be canceled or allowed to expire until the greater of: thirty (30) days prior written notice, or in accordance with policy provisions. Contractor shall also notify County, in a like manner, within twenty-four (24) hours after receipt, of any notices of expiration, cancellation, non-renewal or material change in coverage or limits received by Contractor from its insurer, and nothing contained herein shall relieve Contractor of this requirement to provide notice. Contractor shall ensure that all subcontractors comply with the same insurance requirements that the Contractor is required to meet. 13. INDEMNIFICATION. To the maximum extent permitted by Florida law, the Contractor shall defend, indemnify and hold harmless Collier County, its officers and employees from any and all liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys' fees and paralegals' fees, whether resulting from any claimed breach of this Agreement by Contractor, any statutory or regulatory violations, or from personal injury, property damage, direct or consequential damages, or economic loss, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the Contractor or anyone employed or utilized by the Contractor in the performance of this Agreement. This indemnification obligation shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may be available to an indemnified party or person described in this paragraph. This section does not pertain to any incident arising from the sole negligence of Collier County. Page 6 of 17 Fixed Term Service Multi-Contractor Agreement 2017.008(Ver.1) 13.1 The duty to defend under this Article 13 is independent and separate from the duty to indemnify, and the duty to defend exists regardless of any ultimate liability of the Contractor, County and any indemnified party. The duty to defend arises immediately upon presentation of a claim by any party and written notice of such claim being provided to Contractor. Contractor's obligation to indemnify and defend under this Article 13 will survive the expiration or earlier termination of this Agreement until it is determined by final judgment that an action against the County or an indemnified party for the matter indemnified hereunder is fully and finally barred by the applicable statute of limitations. 14. AGREEMENT ADMINISTRATION. This Agreement shall be administered on behalf of the County by the Facilities Management Division 15. CONFLICT OF INTEREST. Contractor represents that it presently has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of services required hereunder. Contractor further represents that no persons having any such interest shall be employed to perform those services. 16. COMPONENT PARTS OF THIS AGREEMENT. This Agreement consists of the following component parts, all of which are as fully a part of the Agreement as if herein set out verbatim: Contractor's Proposal, Insurance Certificate(s), ® Exhibit A Scope of Services, Exhibit B Fee Schedule, I RFP/ n ITB/n Other #18-7235 , including Exhibits, Attachments and Addenda/Addendum, (1 subsequent quotes, and n Other Exhibit/Attachment: Performance and Payment Bonds . 17. APPLICABILITY. Sections corresponding to any checked box ( ) expressly apply to the terms of this Agreement. 18. SUBJECT TO APPROPRIATION. It is further understood and agreed by and between the parties herein that this Agreement is subject to appropriation by the Board of County Commissioners. 19. PROHIBITION OF GIFTS TO COUNTY EMPLOYEES. No organization or individual shall offer or give, either directly or indirectly, any favor, gift, loan, fee, service or other item of value to any County employee, as set forth in Chapter 112, Part III, Florida Statutes, Collier County Ethics Ordinance No. 2004-05, as amended, and County Administrative Procedure 5311. Violation of this provision may result in one or more of the following consequences: a. Prohibition by the individual, firm, and/or any employee of the firm from contact with County staff for a specified period of time; b. Prohibition by the individual and/or firm from doing business with the County for a specified period of time, including but not limited to: submitting bids, RFP, and/or quotes; and, c. immediate termination of any Agreement held by the individual and/or firm for cause. 20. COMPLIANCE WITH LAWS. By executing and entering into this Agreement, the Contractor is formally acknowledging without exception or stipulation that it agrees to comply, at its own expense, with all federal, state and local laws, codes, statutes, ordinances, rules, regulations and requirements applicable to this Agreement, including but not limited to those dealing with the Immigration Reform and Control Act of 1986 as Page 7 of 17 Fixed Term Service Multi-Contractor Agreement 2017.008(Ver.1) 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. Page 8 of 17 Fixed Term Service Multi-Contractor Agreement 2017.008(Ver.1) 21. OFFER EXTENDED TO OTHER GOVERNMENTAL ENTITIES. Collier County encourages and agrees to the successful Contractor extending the pricing, terms and conditions of this solicitation or resultant Agreement to other governmental entities at the discretion of the successful Contractor. 22. PAYMENTS WITHHELD. The County may decline to approve any application for payment, or portions thereof, because of defective or incomplete work, subsequently discovered evidence or subsequent inspections. The Contractor may nullify the whole or any part of any approval for payment previously issued and the Contractor may withhold any payments otherwise due Contractor under this Agreement or any other Agreement between the County and Contractor, to such extent as may be necessary in the County's opinion to protect it from loss because of: (a) defective Work not remedied; (b) third party claims failed or reasonable evidence indicating probable fling of such claims; (c) failure of Contractor to make payment properly to subcontractors or for labor, materials or equipment; (d) reasonable doubt that the Work can be completed for the unpaid balance of the Contract Amount; (e) reasonable indication that the Work will not be completed within the Contract Time; (f) unsatisfactory prosecution of the Work by the Contractor; or (g) any other material breach of the Contract Documents. If any conditions described above are not remedied or removed, the County may, after three (3) days written notice, rectify the same at Contractor's expense. The County also may offset against any sums due Contractor the amount of any liquidated or unliquidated obligations of Contractor to the County, whether relating to or arising out of this Agreement or any other Agreement between Contractor and the County. 23. ■ CLEAN UP. Contractor agrees to keep the Project site clean at all times of debris, rubbish and waste materials arising out of the Work. At the completion of the Work, Contractor shall remove all debris, rubbish and waste materials from and about the Project site, as well as all tools, appliances, construction equipment and machinery and surplus materials, and shall leave the Project site clean. 24. STANDARDS OF CONDUCT: PROJECT MANAGER, SUPERVISOR, EMPLOYEES. The Contractor shall employ people to work on County projects who are neat, clean, well-groomed and courteous. Subject to the American with Disabilities Act, Contractor shall supply competent employees who are physically capable of performing their employment duties. The County may require the Contractor to remove an employee it deems careless, incompetent, insubordinate or otherwise objectionable and whose continued employment on Collier County projects is not in the best interest of the County. 25. 'al WARRANTY. Contractor expressly warrants that the goods, materials and/or equipment covered by this Agreement will conform to the requirements as specified, and will be of satisfactory material and quality production, free from defects, and sufficient for the purpose intended. Goods shall be delivered free from any security interest or other lien, encumbrance or claim of any third party. Any services provided under this Agreement shall be provided in accordance with generally accepted professional standards for the Page 9 of 17 Fixed Term Service Multi-Contractor Agreement 2017.008(Ver.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 equipment furnished under the Contract Documents shall be applied, installed, connected, erected, used, cleaned and conditioned in accordance with the instructions of the applicable manufacturers, fabricators, suppliers or processors except as otherwise provided for in the Contract Documents. If, within one (1) year after final completion, any Work is found to be defective or not in conformance with the Contract Documents, Contractor shall correct it promptly after receipt of written notice from the County. Contractor shall also be responsible for and pay 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. n 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. ICI PROTECTION OF WORK. A. Contractor shall fully protect the Work from loss or damage and shall bear the cost of any such loss or damage until final payment has been made. If Contractor or anyone for whom Contractor is legally liable is responsible for any loss or damage to the Work, or other work or materials of the County or County's separate contractors, Contractor shall be charged with the same, and any monies necessary to replace such loss or damage shall be deducted from any amounts due Contractor. B. Contractor shall not load nor permit any part of any structure to be loaded in any manner that will endanger the structure, nor shall Contractor subject any part of the Work or adjacent property to stresses or pressures that will endanger it. C. Contractor shall not disturb any benchmark established by the County with respect to the Project. If Contractor, or its subcontractors, agents or anyone, for whom Contractor is legally liable, disturbs the County's benchmarks, Contractor shall immediately notify the County. The County shall re-establish the benchmarks and Contractor shall be liable for all costs incurred by the County associated therewith. 28. SUBMITTALS AND SUBSTITUTIONS. Any substitution of products/materials from 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 Page 10 of 17 Fixed Team Service Multi-Contractor Agreement 2017.008(Ver.1) 1 upon modification of the Purchase Order by the County, and the County shall not be liable to the Contractor for any increased compensation without such modification. No officer, employee or agent of the County is authorized to direct any extra or changed work orally. Any modifications to this Agreement shall be in compliance with the County Procurement Ordinance and Procedures in effect at the time such modifications are authorized. 30. AGREEMENT TERMS. If any portion of this Agreement is held to be void, invalid, or otherwise unenforceable, in whole or in part, the remaining portion of this Agreement shall remain in effect. 31. ADDITIONAL ITEMS/SERVICES. Additional items and/or services may be added to this Agreement in compliance with the Procurement Ordinance, as amended, and Procurement Procedures. 32. DISPUTE RESOLUTION. Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the parties, the parties shall make a good faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by representatives of Contractor with full decision-making authority and by County's staff person who would make the presentation of any settlement reached during negotiations to County for approval. Failing resolution, and prior to the commencement of depositions in any litigation between the parties arising out of this Agreement, the parties shall attempt to resolve the dispute through Mediation before an agreed-upon Circuit Court Mediator certified by the State of Florida. The mediation shall be attended by representatives of Contractor with full decision-making authority and by County's staff person who would make the presentation of any settlement reached at mediation to County's board for approval. Should either party fail to submit to mediation as required hereunder, the other party may obtain a court order requiring mediation under section 44.102, Fla. Stat. 33. VENUE. Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. 34. I ( KEY PERSONNEL. The Contractor's personnel and management to be utilized for this project shall be knowledgeable in their areas of expertise. The County reserves the right to perform investigations as may be deemed necessary to ensure that competent persons will be utilized in the performance of the Agreement. The Contractor shall assign as many people as necessary to complete the services on a timely basis, and each person assigned shall be available for an amount of time adequate to meet the required service dates. The Contractor shall not change Key Personnel unless the following conditions are met: (1) Proposed replacements have substantially the same or better qualifications and/or experience. (2) that the County is notified in writing as far in advance as possible. The Contractor shall make commercially reasonable efforts to notify Collier County within seven (7) days of the change. The County retains final approval of proposed replacement personnel. Page 11of17 Fixed Term Service Multi-Contractor Agreement 2017.008(Ver.1) 10 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. ICI ORDER OF PRECEDENCE. In the event of any conflict between or among the terms of any of the Contract Documents, the terms of solicitation the Contractor's Proposal, and/or the County's Board approved Executive Summary, the Contract Documents shall take precedence. ORDER OF PRECEDENCE (Grant Funded). In the event of any conflict between or among the terms of any of the Contract Documents and/or the County's Board approved Executive Summary, the terms of the Agreement shall take precedence over the terms of all other Contract Documents, except the terms of any Supplemental Conditions shall take precedence over the Agreement. To the extent any conflict in the terms of the Contract Documents cannot be resolved by application of the Supplemental Conditions, if any, or the Agreement, the conflict shall be resolved by imposing the more strict or costly obligation under the Contract Documents upon the Contractor at County's discretion. 36. ASSIGNMENT. Contractor shall not assign this Agreement or any part thereof, without the prior consent in writing of the County. Any attempt to assign or otherwise transfer this Agreement, or any part herein, without the County's consent, shall be void. If Contractor does, with approval, assign this Agreement or any part thereof, it shall require that its assignee be bound to it and to assume toward Contractor all of the obligations and responsibilities that Contractor has assumed toward the County. 37. SECURITY. The Contractor is required to comply with County Ordinance 2004-52, as amended. Background checks are valid for five (5) years and the Contractor shall be responsible for all associated costs. If required, Contractor shall be responsible for the costs of providing background checks by the Collier County Facilities Management Division for all employees that shall provide services to the County under this Agreement. This may include, but not be limited to, checking federal, state and local law enforcement records, including a state and FBI fingerprint check, credit reports, education, residence and employment verifications and other related records. Contractor shall be required to maintain records on each employee and make them available to the County for at least four(4)years. All of Contractor's employees and subcontractors must wear Collier County Government Identification badges at all times while performing services on County facilities and properties. Contractor ID badges are valid for one (1) year from the date of issuance and can be renewed each year at no cost to the Contractor during the time period in which their background check is valid, as discussed below. All technicians shall have on their shirts the name of the contractor's business. The Contractor shall immediately notify the Collier County Facilities Management Division via e-mail (DL-FMOPS@colliergov.net) whenever an employee assigned to Collier Page 12 of 17 Fixed Term Service Multi-Contractor Agreement 2017.008(Ver.1) 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. IN) SAFETY. All Contractors and subcontractors performing service for Collier County are required and shall comply with all Occupational Safety and Health Administration (OSHA), State and County Safety and Occupational Health Standards and any other applicable rules and regulations, Also, all Contractors and subcontractors shall be responsible for the safety of their employees and any unsafe acts or conditions that may cause injury or damage to any persons or property within and around the work site. Collier County Government has authorized the Occupational Safety and Health Administration (OSHA) to enter any Collier County Facility, property and/or right-of-way for the purpose of inspection of any Contractor's work operations. This provision is non- negotiable by any division/department and/or Contractor. All applicable OSHA inspection criteria apply as well as all Contractor rights, with one exception. Contractors do not have the right to refuse to allow OSHA onto a project that is being performed on Collier County Property. Collier County, as the owner of the property where the project is taking place shall be the only entity allowed to refuse access to the project. However, this decision shall only be made by Collier County's Risk Management Division Safety Manager and/or Safety Engineer. (Intentionally left blank -signature page to follow) Page 13 of 17 Fixed Term Service Multi-Contractor Agreement 2017.008(Ver.1) IN WITNESS WHEREOF, the parties hereto, have each, respectively, by an authorized person or agent, have executed this Agreement on the date and year first written above. ATTEST: ' BOARD OF CO Y COMMISSI RS • COLLIER CO TY LORID Dwight E. Brock,.Clerk of Courts - - By: 31 OLWJJOId By. ,�,��,�.j 's , Chairman Dated: ..D.�.t,�: 1 t efri s to Chairman's contisigostose Quill nesses: Tampa Bay System Sales, Inc. dba Tampa Bay Trane Contractor ll� By: dontr tor's First Witness ( Sign Ore--7t,r' ,u IAtu/ PQ,,E5 0?F ti 7 Pc. /6u 5 r u -co,34 TType/print signature and titleT TType/print witnes namet j /NiAl D MQC16 Contractor's Second Witness TType/print witness name Ap• •ces Torn nd Legality: — 'c''`L. ��,,tiot,,County AttorneyA r� -7 LL 'S Print Name Page 14 of 17 Fixed Term Service Multi-Contractor Agreement 2017.008(Ver.I) Exhibit A Scope of Services following this page (pages 1 through 7 ) this exhibit is not applicable Page 15 of 17 Fixed Term Service Multi-Contractor Agreement 2017.008(Ver.1) EXHIBIT A-SCOPE OF SERVICES WORK DISTRIBUTION PROCESS #18-7235 The County Administrative Agent or designee must 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 within the timeframe and requirements specified by the County's Administrative Agent or designee, then Tampa Bay Trane 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 Exhibit C-1 and C-2 will be provided to the County prior to commencing services. Page 1 of 7 SCOPE OF WORK 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 furnishing 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, fan 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, evaporators, variable air volume (VAV) boxes, piping, air duct and sheet metal insulation work, damper-louvers-diffusers (supply and return vents), and other adjacent/integrated 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 associated 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 the requested services within the timeframe and requirements specified by the County Representative, then the Tertiary Contractor will be contacted. Bidder(s)will be required to use the County'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. 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. 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 must be provided prior to the award of a contract. The awarded Contractor(s) shall use qualified technicians to complete 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 PM. After hours are considered before 7:00 AM and after 5:00 PM on weekdays and at any time on Saturday, Sunday or County Observed Holiday. An after-hours rate will be allowed for off-hours services. Types of services (See Attachment A—Schedule of Inspections) A. PREVENTATIVE MAINTENANCE SERVICES: For Preventative maintenance services of mechanical units, the County requires each piece of mechanical equipment to be visited and visually assessed one (1) time every six (6) months. Frequency for each task to be performed is located in Attachment A Schedule of Inspections. 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. The 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 related items to remove all dust, debris,etc. • Report all issues or potential issues to County staff in writing. • Maintain good housekeeping. Ensure area is free 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 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 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 5:00pm); however, the County Representative or designee may request preventative maintenance during off-hours, as deemed 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. MECHANICAL SERVICES for remedial repairs of mechanical equipment identified in the scope of work and parts for in-house repairs • Remedial 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. C. CONTRACTOR'S RESPONSIBILITIES 1. Contractor(s) shall furnish 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: Urgent response: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. 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 Page of 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 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. 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 full 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 6082 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 Contractor(s)must use technicians who are competent and knowledgeable with water-cooled chillers, air-cooled chillers, static ice tanks (Calmac, FAFCO, etc), plate and frame heat exchangers, and cooling towers. 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/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 • 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). V 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. V 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 sales tax, consumer fees or taxes,use and other similar taxes, or fees associated with any work under this Agreement. ✓ Freight 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 "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). Hence,bidders shall not include these permit/fee amounts 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 not 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 11. Warranty: All new equipment/ 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 call 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 that3 any Work is found to be defective or not in conformance 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 Exhibit B Fee Schedule following this page (pages 1 through 2 ) Page 16 of 17 Fixed Term Service Multi-Contractor Agreement 2017.008(Ver.1) EXHIBIT B- FEE SCHEDULE SECONDARY-Tampa 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 requires two (2) Preventative maintenance visits per year per equipment every six(6)months. Indoor and Outdoor Units (DX systems), Interior Fans, and All Other Item Tonnage Based Equipment not listed below in a separate section Price per Unit System Description (AHU-R, MINISS, CU, OAU,WMU, etc.) 1 Under 2.5 tons $ 150.00 2 2.5 -under 5 tons $ 150.00 3 5 tons $ 150.00 4 6- 10 tons $ 150.00 . 5 11 -20 tons $ 150.00 6 21 - 100 tons $ 225.00 7 Greater than 100 tons $ 225.00 Note: Excludes Building K-Chiller/Energy Building Ice Tanks Ice Machines Item System Description ICEMACH Price per Unit 8 0-299 pounds $ 75.00 9 300-499 pounds $ 75.00 10 500-999 pounds $ 75.00 11 1,000+pounds $ 75.00 Item Building Exhaust Fans System Description EXFAN Price per Unit 12 Building Exhaust Fans with Belts $ 75.00 Note: For the Naples Jail (Building J1)this excludes direct drive fractional motored fans Chilled Water Air Handler Item System Description AHU-W Price per Unit 13 0-4.99 Horsepower $ 75.00 14 5.0-19.99 Horsepower $ 75.00 15 20.0-49,99 Horsepower $ 112.50 16 50+ Horsepower $ 150.00 Pumps Item System Description CHWP-2ND, CHWP-PRI, CUP, CWP, GLY PUMP, Price per Unit MWP 17 0-4.99 Horsepower $ 37.50 18 5.0-19.99 Horsepower $ 37.50 19 20.0-49.99 Horsepower $ 37.50 20 50+ Horsepower $ 37.50 Note: Pump prices exclude Building K- Chiller/Energy Building (16 Pumps) Item Air Conditioning Package Units System Description PACKG Price per Unit 21 Under 2.5 tons $ 75.00 22 2.5 -under 5 tons $ 75.00 23 5 tons $ 75.00 24 6 - 10 tons $ 75.00 25 11 -20 tons $ 75.00 26 21 - 100 tons $ 112.50 27 Greater than 100 tons $ 150.00 Boilers B Item System Description BOILER Price per Unit 28 MBH 0 - 1,000 $ 85.00 29 MBH 1,001 - 1,500 $ 85.00 30 MBH 1,501 -2,000 $ 127.50 31 MBH 2,001+ $ 170.00 Note: 1 MBH = 1,000 BTU/hour B. REMEDIAL REPAIRS BOTH ROUTINE AND URGENT: Hourly Rate for Personnel Categories for Time and Material Requests A Category Repair Services Regular hours 39 Supervisor(per hour) $ 85.00 40 Licensed Journeyman (per hour) $ 85.00 41 Apprentice(per hour) $ 35.00 42 Controls Technician (per hour) $ 105.00 Note:A one time$150.00 Urgent Service Call Fee is allowed when responding in addition to the hourly rates. Note: A fifteen (15%) percent mark-up on subcontractor's invoice is allowed. Note: A ten (10%) percent mark-up on parts and materials is allowed. Other Exhibit/Attachment Description: Performance and Payment Bond Requirements • following this page (pages I through 7 ) n this exhibit is not applicable Page 17 of 17 Fixed Term Service Multi-Contractor Agreement 2017.008(Ver.1) OTHER EXHIBIT: PERFORMANCE AND PAYMENT BONDS REQUIREMENTS The Primary Contractor is required to provide a Performance and Payment Bond for the duration of the contract term. The amount of the bond shall be in the amount of$427,100. Exhibit C-1 PUBLIC PAYMENT BOND Bond No. Contract No. KNOW ALL MEN BY THESE PRESENTS: That , as Principal, and , as Surety, located at (Business Address) are held and firmly bound to as Oblige in the sum of ($ ) 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 , 20 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 body. Signed, sealed and delivered in the presence of: PRINCIPAL: By: Witnesses as to Principal Name: Its: STATE OF COUNTY OF The foregoing instrument was acknowledged before me this of 20 , by , as 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: (Signature of Notary) Name: (Legibly Printed) (AFFIX OFFICIAL SEAL) Notary Public, State of Commission No.: ATTEST: SURETY: (Printed Name) (Business Address) (Authorized Signature) Witness as to Surety (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 , 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: (Signature of Notary) Name: (Legibly Printed) (AFFIX OFFICIAL SEAL) 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 performed 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: PRINCIPAL: By: Witnesses as to Principal Name: Its: STATE OF COUNTY OF The foregoing instrument was acknowledged before me this day of 20 by , as 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: (Signature of Notary) Name: (Legibly Printed) (AFFIX OFFICIAL SEAL) Notary Public, State of Commission No.: ATTEST: SURETY: (Printed Name) (Business Address) (Authorized Signature) Witness as to Surety (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 day of , 20 , 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: (Signature of Notary) Name: (Legibly Printed) (AFFIX OFFICIAL SEAL) Notary Public, State of Commission No.: Ac R® CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) `----- 3/20/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME Diane Cocking Lykes Insurance, Inc. PHONE FAX P. O. Box 2879 INC.No.Ext):813-470-5038 (A/C,No): a FL 33601-2879 E-MAIL Tampa ADDRESS: dcocking@lykesinsurance.com INSURER(S)AFFORDING COVERAGE NAIC 4 INSURER A:Westfield Insurance Company 24112 INSURED TETRA-1 INSURER B:Bridgefield Employers Ins Co. 10701 Tampa Bay Systems Sales, Inc. INSURER c:Indian Harbor 36940 dba Tampa Bay Trane 902 North Himes Ave INSURER D:Travelers Property Casualty Insurance Company Tampa FL 33609 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 1504465939 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL.SUBR LTR TYPE OF INSURANCE INSR wVD POLICY NUMBER POLICY EFF POLICY EXP (MMIDDrYYYY) (MM/DD/YYYY) LIMITS A GENERAL LIABILITY Y Y CMM0154905 12/31/2017 12/31/2018 EACH OCCURRENCE $1,000,000 X COMMERCIAL GENERAL LIABILITY DAMAGE TO RENTED PREMISES(Ea occurrence) $150,000 CLAIMS-MADE X OCCUR MED EXP(Any one person) $10,000 PERSONAL&ADV INJURY $1,000,000 GENERAL AGGREGATE $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $2,000,000 POLICY X rj:' O LOC $ A AUTOMOBILE LIABILITY Y CMM0154905 12/31/2017 12/31/2018 COMBINED SINGLE LIMIT (Ea accident) $1.000.000 X ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY Per accident) $ AUTOS AUTOS ( X HIRED AUTOS X NON-OWNED PROPERTY DAMAGE $ AUTOS (Per accident) X PIP$10,000 $ D X UMBRELLA LIAB X OCCUR ZUP15R6693017NF 12/31/2017 12/31/2018 EACH OCCURRENCE $10,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $10,000,000 DED X RETENTION$10,000 Prod/Comp Opts $10,000,000 B WORKERS COMPENSATION 0830-52169 1/1/2018 1/1/2019 X WC STATU- OTH- AND EMPLOYERS'LIABILITY Y/N TORY LIMITS ER ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $500,000 OFFICER/MEMBER EXCLUDED? N N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $500,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $500,000 C Profressional Liability PEC004882900 12/31/2017 12/31/2018 Each Loss 2,000,000 Claims Made General Aggregate 2,000,000 Retro Date 612/15 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (Attach ACORD 101,Additional Remarks Schedule,if more space Is required) Collier County Board of County Commissioners,OR Board of County Commissioners in Collier County,OR Collier County Government,as additional insured for any and all work performed in Collier County as respects to general liability and automobile liability with primary and non-contributory wording as required by written contract subject to all policy terms,conditions,limitations and exclusions. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Collier County Board of County Commissioners . 3295 Tamlaml Trail E. AUTHORIZED REPRESENTATIVE Naples FL 34112 \ALt...4„,:.„, P. 1" I ©1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25(2010/05) The ACORD name and logo are registered marks of ACORD EXHIBIT B C'AO FIXED TERM SERVICE AGREEMENT # 18-7464 for CHILLERS PREVENTATIVE MAINTENANCE AND REPAIRS THIS AGREEMENT, made and entered into on this [)' day of \ -)S1,iCtS\ 20 Lel , by and between Tampa Bay Systems Sales Inc. d/b/a Tampa Bay Trane , authorized to do business in the State of Florida, whose business address is 6461 Topaz Court, Fort Myers, Florida 33966 , (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 (ill upon the date of Board approval or❑ on and terminating on three (3 ) year(s) from that date or until all outstanding Purchase Order(s) issued prior to the expiration of the Agreement period have been completed or terminated. The County may, at its discretion and with the consent of the Contractor, renew the Agreement under all of the terms and conditions contained in this Agreement for two (2 ) additional one ( 1 ) year(s) periods. The County shall give the Contractor written notice of the County's intention to renew the Agreement term prior to the end of the Agreement term then in effect. The County Manager, or his designee, may, at his discretion, extend the Agreement under all of the terms and conditions contained in this Agreement for up to one hundred and eighty (180) days. The County Manager, or his designee, shall give the Contractor written notice of the County's intention to extend the Agreement term prior to the end of the Agreement term then in effect. 2. COMMENCEMENT OF SERVICES. The Contractor shall commence the work upon issuance of a Q 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) fie) Invitation to Bid (ITB) I I Other ( ) # 18-7464, including all Attachment(s), Exhibit(s) and Addenda and the Contractor's proposal referred to herein and made an integral part of this Agreement. IN The Contractor shall also provide services in accordance with Exhibit A — Scope of Services attached hereto. Pagel of 17 Fixed Tenn Service Agreement#2017-002(Ver.1) C 3.1 This Agreement contains the entire understanding between the parties and any modifications to this Agreement shall be mutually agreed upon in writing by the Parties, in compliance with the County's Procurement Ordinance, as amended, and Procurement Procedures in effect at the time such services are authorized. 4. THE AGREEMENT SUM. The County shall pay the Contractor for the performance of this Agreement based on Exhibit B- Fee Schedule, attached hereto and the price methodology as defined in Section 4.1. Payment will be made upon receipt of a proper invoice and upon approval by the County's Contract Administrative Agent/Project Manager, and in compliance with Chapter 218, Fla. Stats., otherwise known as the "Local Government Prompt Payment Act". 4.1 Price Methodology (as selected below): ject;-the ricks-are transferred f hourly or material invoices presented, rather, the—eentcactoc mu&t perform to the satisfastisn of the County's projectent for the fixed price contract is authorized. ill 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. II Unit Price: The County agrees to pay a firm total fixed price (inclusive of all costs, including labor, materials, equipment, overhead, etc.) for a repetitive product or service delivered (i.e. installation price per ton, delivery price per package or carton, etc.). The invoice must identify the unit price and the number of units received (no contractor inventory or cost verification). 4.2 Any County agency may obtain services under this Agreement, provided sufficient funds are included in their budget(s). { 4.3 Payments will be made for services furnished, delivered, and accepted, upon receipt and approval of invoices submitted on the date of services or within six (6) months after completion of the Agreement. Any untimely submission of invoices beyond the specified deadline period is subject to non-payment under the legal doctrine of "laches" as untimely submitted. Time shall be deemed of the essence with respect to the timely submission of invoices under this Agreement. Page 2 of 17 Fixed Term Service Agreement#2017-002(Ver.1) .7O CAO 4-4 n (check if applisablc) Travol and Reim-bursa-la10 Exponsos: Travel and Reimbursable Expenses must b expenses shall be reimbursed . dents shall . Mileage $0.11.5 per milo Breakfast $6-00 Lunch $11.00 ginner $4-9-00 Airfare Actual ticket cost limited to tourist or coach class fare Rental-ea; Actual rental cost limited to compact or standard size vehicles Lodging Actual cost of lodging at single occupancy rate with a cap of no more than $150.00 per night Parking _ Reimbursable items other than travel exp 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 5. SALES TAX. Contractor shall pay all sales, consumer, use and other similar taxes associated with the Work or portions thereof, which are applicable during the performance of the Work. Collier County, Florida as a political subdivision of the State of Florida, is exempt from the payment of Florida sales tax to its vendors under Chapter 212, Florida Statutes, Certificate of Exemption # 85-8015966531C. 6. NOTICES. All notices from the County to the Contractor shall be deemed duly served if mailed or emailed to the Contractor at the following: Company Name: Tampa Bay System Sales, Inc. dba 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 emailed to the County to: Page 3 of 17 Fixed Term Service Agreement#2017-002(Ver.I) CA-0 Board of County Commissioners for Collier County, Florida Division Name: Miguel Carballo, Interim Director Division Director: Facilities Management Division Address: 3335 Tamiami Trail East, Suite 101 Naples, Florida 34112 Administrative Agent/PM: Amanda Condomina, Operations Analyst Telephone: 239-252-8380 E-Mail(s): Amanda.Condomina©colliercountyfl.gov _ The Contractor and the County may change the above mailing address at any time upon giving the other party written notification. All notices under this Agreement must be in writing. 7. NO PARTNERSHIP. Nothing herein contained shall create or be construed as creating a partnership between the County and the Contractor or to constitute the Contractor as an agent of the County. 8. PERMITS: LICENSES: TAXES. In compliance with Section 218.80, F.S., all permits necessary for the prosecution of the Work shall be obtained by the Contractor.The County will not be obligated to pay for any permits obtained by Subcontractors. Payment for all such permits issued by the County shall be processed internally by the County. All non-County permits necessary for the prosecution of the Work shall be procured and paid for by the Contractor. The Contractor shall also be solely responsible for payment of any and all taxes levied on the Contractor. In addition, the Contractor shall comply with all rules, regulations and laws of Collier County, the State of Florida, or the U. S. Government now in force or hereafter adopted. The Contractor agrees to comply with all laws governing the responsibility of an employer with respect to persons employed by the Contractor. 9. NO IMPROPER USE. The Contractor will not use, nor suffer or permit any person to use in any manner whatsoever, County facilities for any improper, immoral or offensive purpose, or for any purpose in violation of any federal, state, county or municipal ordinance, rule, order or regulation, or of any governmental rule or regulation now in effect or hereafter enacted or adopted. In the event of such violation by the Contractor or if the County or its authorized representative shall deem any conduct on the part of the Contractor to be objectionable or improper, the County shall have the right to suspend the Agreement of the Contractor. Should the Contractor fail to correct any such violation, conduct, or practice to the satisfaction of the County within twenty-four (24) hours after receiving notice of such violation, conduct, or practice, such suspension to continue until the violation is cured. The Contractor further agrees not to commence operation during the suspension period until the violation has been corrected to the satisfaction of the County. Page 4 of 17 Fixed Term Service Agreement#2017-002(Ver.1) Chl) } 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. ii Commercial General Liability: Coverage shall have minimum limits of $ 1,000,000 Per Occurrence, $2,000,000 aggregate for Bodily Injury Liability and Property Damage Liability. This shall include Premises and Operations; Independent Contractors; Products and Completed Operations and Contractual Liability. B. [ Business Auto Liability: Coverage shall have minimum limits of $ 1,000,000 Per Occurrence, Combined Single Limit for Bodily Injury Liability and Property Damage Liability. This shall include: Owned Vehicles, Hired and Non-Owned Vehicles and Employee Non-Ownership. C. • Workers' Compensation: Insurance covering all employees meeting Statutory Limits in compliance with the applicable state and federal laws. The coverage must include Employers' Liability with a minimum limit of $ 1,000,000 for each accident. E Profesekaeal Liability: Shall be maintained-by-the-Contractor to ensure its legal liability for claims arising out of the performance of profc:sio,.al--se lees-un4cr this Agreement. Contraster-waives its right of recovery against G each claim and aggregate. [l Cyber Liabili+.; Coverage shall havo minimum limits-of$ per claim. I I er claim. Page 5 of 17 Fixed Term Service Agreement#2017-002(Ver,1) CAO Special Requirements: Collier County Board of County Commissioners, OR, Board of County Commissioners in Collier County, OR, Collier County Government shall be listed as the Certificate Holder and included as an "Additional Insured" on the Insurance Certificate for Commercial General Liability where required. This insurance shall be primary and non-contributory with respect to any other insurance maintained by, or available for the benefit of, the Additional Insured and the Contractor's policy shall be endorsed accordingly. Current, valid insurance policies meeting the requirement herein identified shall be maintained by Contractor during the duration of this Agreement. The Contractor shall provide County with certificates of insurance meeting the required insurance provisions. Renewal certificates shall be sent to the County thirty (30) days prior to any expiration date. Coverage afforded under the policies will not be canceled or allowed to expire until the greater of: thirty (30) days prior written notice, or in accordance with policy provisions. Contractor shall also notify County, in a like manner, within twenty-four (24) hours after receipt, of any notices of expiration, cancellation, non-renewal or material change in coverage or limits received by Contractor from its insurer, and nothing contained herein shall relieve Contractor of this requirement to provide notice. Contractor shall ensure that all subcontractors comply with the same insurance requirements that the Contractor is required to meet. 13. INDEMNIFICATION. To the maximum extent permitted by Florida law, the Contractor shall defend, indemnify and hold harmless Collier County, its officers and employees from any and all liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys' fees and paralegals' fees, whether resulting from any claimed breach of this Agreement by Contractor, any statutory or regulatory violations, or from personal injury, property damage, direct or consequential damages, or economic loss, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the Contractor or anyone employed or utilized by the Contractor in the performance of this Agreement. This indemnification obligation shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may be available to an indemnified party or person described in this paragraph. This section does not pertain to any incident arising from the sole negligence of Collier County. 13.1 The duty to defend under this Article 13 is independent and separate from the duty to indemnify, and the duty to defend exists regardless of any ultimate liability of the Contractor, County and any indemnified party. The duty to defend arises immediately upon presentation of a claim by any party and written notice of such claim being provided to Contractor. Contractor's obligation to indemnify and defend under this Article 13 will survive the expiration or earlier termination of this Agreement until it is determined by final judgment that an action against the County or an indemnified party for the matter indemnified hereunder is fully and finally barred by the applicable statute of limitations. Page 6 of 17 Fixed Term Service Agreement#2017-002(Ver.1) CAO 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), Nil Exhibit A Scope of Services, Exhibit B Fee Schedule, E R€P/ C ITB/n Other #18-7464 , including Exhibits, Attachments and Addenda/Addendum, n oubsequent quotes, and Other Exhibit/Attachment: 17. APPLICABILITY. Sections corresponding to any checked box ( ■ ) expressly apply to the terms of this Agreement. 18. SUBJECT TO APPROPRIATION. It is further understood and agreed by and between the parties herein that this Agreement is subject to appropriation by the Board of County Commissioners. 19. PROHIBITION OF GIFTS TO COUNTY EMPLOYEES. No organization or individual shall offer or give, either directly or indirectly, any favor, gift, loan, fee, service or other item of value to any County employee, as set forth in Chapter 112, Part III, Florida Statutes, Collier County Ethics Ordinance No. 2004-05, as amended, and County Administrative Procedure 5311. Violation of this provision may result in one or more of the following consequences: a. Prohibition by the individual, firm, and/or any employee of the firm from contact with County staff for a specified period of time; b. Prohibition by the individual and/or firm from doing business with the County for a specified period of time, including but not limited to: submitting bids, RFP, and/or quotes; and, c. immediate termination of any Agreement held by the individual and/or firm for cause. 20. COMPLIANCE WITH LAWS. By executing and entering into this Agreement, the Contractor is formally acknowledging without exception or stipulation that it agrees to comply, at its own expense, with all federal, state and local laws, codes, statutes, ordinances, rules, regulations and requirements applicable to this Agreement, including but not limited to those dealing with the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either may be amended; taxation, workers' compensation, equal employment and safety including, but not limited to, the Trench Safety Act, Chapter 553, Florida Statutes, and the Florida Public Records Law Chapter 119, including specifically those contractual requirements at F.S. § 119,0701(2)(a)-(b) as stated as follows: I t Page 7 of 17 Fixed Term Service Agreement#2017-002(Ver.!) ?) CAO IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: Communication and Customer Relations Division 3299 Tamiami Trail East, Suite 102 Naples, FL 34112-5746 Telephone: (239) 252-8383 The Contractor must specifically comply with the Florida Public Records Law to: 1. Keep and maintain public records required by the public agency to perform the service. 2. Upon request from the public agency's custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. 3. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the Contractor does not transfer the records to the public agency. 4. Upon completion of the contract, transfer, at no cost, to the public agency all public records in possession of the Contractor or keep and maintain public records required by the public agency to perform the service. If the Contractor transfers all public records to the public agency upon completion of the contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the contract, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the public agency, upon request from the public agency's custodian of public records, in a format that is compatible with the information technology systems of the public agency. If Contractor observes that the Contract Documents are at variance therewith, it shall promptly notify the County in writing. Failure by the Contractor to comply with the laws referenced herein shall constitute a breach of this Agreement and the County shall have the discretion to unilaterally terminate this Agreement immediately. 21. OFFER EXTENDED TO OTHER GOVERNMENTAL ENTITIES. Collier County encourages and agrees to the successful Contractor extending the pricing, terms and conditions of this solicitation or resultant Agreement to other governmental entities at the discretion of the successful Contractor. Page 8 of 17 Fixed Term Service Agreement#2017-002(Ver.1) CAO 22. PAYMENTS WITHHELD. The County may decline to approve any application for payment, or portions thereof, because of defective or incomplete work, subsequently discovered evidence or subsequent inspections. The County may nullify the whole or any part of any approval for payment previously issued and the County may withhold any payments otherwise due to Contractor under this Agreement or any other Agreement between the County and Contractor, to such extent as may be necessary in the County's opinion to protect it from loss because of: (a) defective Work not remedied; (b) third party claims failed or reasonable evidence indicating probable fling of such claims; (c) failure of Contractor to make payment properly to subcontractors or for labor, materials or equipment; (d) reasonable doubt that the Work can be completed for the unpaid balance of the Contract Amount; (e) reasonable indication that the Work will not be completed within the Contract Time; (f) unsatisfactory prosecution of the Work by the Contractor; or (g) any other material breach of the Contract Documents. If any conditions described above are not remedied or removed, the County may, after three (3) days written notice, rectify the same at Contractor's expense. The County also may offset against any sums due Contractor the amount of any liquidated or unliquidated obligations of Contractor to the County, whether relating to or arising out of this Agreement or any other Agreement between Contractor and the County. 23. 1 CLEAN UP. Contractor agrees to keep the Project site clean at all times of debris, rubbish and waste materials arising out of.the Work. At the completion of the Work, Contractor shall remove all debris, rubbish and waste materials from and about the Project site, as well as all tools, appliances, construction equipment and machinery and surplus materials, and shall leave the Project site clean. • 24. STANDARDS OF CONDUCT: PROJECT MANAGER, SUPERVISOR, EMPLOYEES. The Contractor shall employ people to work on County projects who are neat, clean, well-groomed and courteous. Subject to the American with Disabilities Act, Contractor shall supply competent employees who are physically capable of performing their employment duties. The County may require the Contractor to remove an employee it deems careless, incompetent, insubordinate or otherwise objectionable and whose continued employment on Collier County projects is not in the best interest of the County. 25. n WARRANTY. Contractor expressly warrants that the goods, materials and/or equipment covered by this Agreement will conform to the requirements as specified, and will be of satisfactory material and quality production, free from defects, and sufficient for the purpose intended. Goods shall be delivered free from any security interest or other lien, encumbrance or claim of any third party. Any services provided under this Agreement shall be provided in accordance with generally accepted professional standards for the particular service. These warranties shall survive inspection, acceptance, passage of title and payment by the County. Contractor further warrants to the County that all materials and equipment furnished under the Contract Documents shall be applied, installed, connected, erected, used, cleaned • and conditioned in accordance with the instructions of the applicable manufacturers, Page 9 of 17 Fixed Term Service Agreement#2017-002(Ver.I) fabricators, suppliers or processors except as otherwise provided for in the Contract Documents. If, within one (1) year after final completion, any Work is found to be defective or not in conformance with the Contract Documents, Contractor shall correct it promptly after receipt of written notice from the County. Contractor shall also be responsible for and pay for replacement or repair of adjacent materials or Work which may be damaged as a result of such replacement or repair. These warranties are in addition to those implied warranties to which the County is entitled as a matter of law. 26. [ TESTS AND INSPECTIONS. If the Contract Documents or any codes, laws, ordinances, rules or regulations of any public authority having jurisdiction over the Project requires any portion of the Work to be specifically inspected, tested or approved, Contractor shall assume full responsibility therefore, pay all costs in connection therewith and furnish to the County the required certificates of inspection, testing or approval. All inspections, tests or approvals shall be performed in a manner and by organizations acceptable to the County. 27. C PROTECTION OF WORK. A. Contractor shall fully protect the Work from loss or damage and shall bear the cost of any such loss or damage until final payment has been made. If Contractor or anyone for whom Contractor is legally liable is responsible for any loss or damage to the Work, or other work or materials of the County or County's separate contractors, Contractor shall be charged with the same, and any monies necessary to replace such loss or damage shall be deducted from any amounts due Contractor. B. Contractor shall not load nor permit any part of any structure to be loaded in any • manner that will endanger the structure, nor shall Contractor subject any part of the Work or adjacent property to stresses or pressures that will endanger it. C. Contractor shall not disturb any benchmark established by the County with respect to the Project. If Contractor, or its subcontractors, agents or anyone, for whom Contractor is legally liable, disturbs the County's benchmarks, Contractor shall immediately notify the County. The County shall re-establish the benchmarks and Contractor shall be liable for all costs incurred by the County associated therewith. 28. SUBMITTALS AND SUBSTITUTIONS. Any substitution of products/materials form specifications shall be approved in writing by the County in advance. 29. CHANGES IN THE WORK. The County shall have the right at any time during the progress of the Work to increase or decrease the Work. Promptly after being notified of a change, Contractor shall submit an estimate of any cost or time increases or savings it foresees as a result of the change. Except in an emergency endangering life or property, or as expressly set forth herein, no addition or changes to the Work shall be made except upon modification of the Purchase Order by the County, and the County shall not be liable to the Contractor for any increased compensation without such modification. No officer, employee or agent of the County is authorized to direct any extra or changed work orally. Any modifications to this Agreement shall be in compliance with the County Procurement Ordinance and Procedures in effect at the time such modifications are authorized. Page 10 of 17 Fixed Term Service Agreement#2017-002(Ver.1) • 30. AGREEMENT TERMS. If any portion of this Agreement is held to be void, invalid, or otherwise unenforceable, in whole or in part, the remaining portion of this Agreement shall remain in effect. 31. ADDITIONAL ITEMS/SERVICES. Additional items and/or services may be added to this Agreement in compliance with the Procurement Ordinance, as amended, and Procurement Procedures. 32. DISPUTE RESOLUTION. Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the parties, the parties shall make a good faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by representatives of Contractor with full decision-making authority and by County's staff person who would make the presentation of any settlement reached during negotiations to County for approval. Failing resolution, and prior to the commencement of depositions in any litigation between the parties arising out of this Agreement, the parties shall attempt to resolve the dispute through Mediation before an agreed-upon Circuit Court Mediator certified by the State of Florida. The mediation shall be attended by representatives of Contractor with full decision-making authority and by County's staff person who would make the presentation of any settlement reached at mediation to County's board for approval. Should either party fail to submit to mediation as required hereunder, the other party may obtain a court order requiring mediation under section 44.102, Fla. Stat. 33. VENUE. Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. 34. [ K., PER=RSON :EL. 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—nosesacy to ensure that competent persons will-be utilized in the performance of the Agree ign as many people as necessary to complete the services on a timely basis, and each person a,signed 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 mot: (1) Proposed replacements have substantially the same or better qualifications The Contractor shall make commercially reasonable efforts to notify Collier County within seven (7-)-+ aye-of-tthe change. The County retains final approvalent personnel. 111 AGREEMENT STAFFING.The Contractor's personnel and management to be utilized for this Agreement shall be knowledgeable in their areas of expertise. The County reserves the right to perform investigations as may be deemed necessary to ensure that competent persons will be utilized in the performance of the Agreement. The Contractor shall assign as many people as necessary to complete required services on a timely basis, and each person assigned shall be available for an amount of time adequate to meet required services. Page 11of17 Fixed Term Service Agreement#2017-002(Ver.1) r_ t"AO 35. • ORDER OF PRECEDENCE. In the event of any conflict between or among the terms of any of the Contract Documents, the terms of solicitation the Contractor's Proposal, and/or the County's Board approved Executive Summary, the Contract Documents shall take precedence. ORDER OF PRECEDENCE (Grant-F- I he-event of any conflict between-oc among the terms of any of the Contract Do ence over the terms of 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 conflist—shallosing the more strict or costly elongation under the Contract Documents upon the Contractor at County's discretion. 36. ASSIGNMENT. Contractor shall not assign this Agreement or any part thereof, without the prior consent in writing of the County. Any attempt to assign or otherwise transfer this Agreement, or any part herein, without the County's consent, shall be void. If Contractor does, with approval, assign this Agreement or any part thereof, it shall require that its assignee be bound to it and to assume toward Contractor all of the obligations and responsibilities that Contractor has assumed toward the County. 37. SECURITY. The Contractor is required to comply with County Ordinance 2004-52, as amended. Background checks are valid for five (5) years and the Contractor shall be responsible for all associated costs. If required, Contractor shall be responsible for the costs of providing background checks by the Collier County Facilities Management Division for all employees that shall provide services to the County under this Agreement. This may include, but not be limited to, checking federal, state and local law enforcement records, including a state and FBI fingerprint check, credit reports, education, residence and employment verifications and other related records. Contractor shall be required to maintain records on each employee and make them available to the County for at least four(4)years. All of Contractor's employees and subcontractors must wear Collier County Government Identification badges at all times while performing services on County facilities and properties. Contractor ID badges are valid for one (1) year from the date of issuance and can be renewed each year at no cost to the Contractor during the time period in which their background check is valid, as discussed below. All technicians shall have on their shirts the name of the contractor's business. The Contractor shall immediately notify the Collier County Facilities Management Division via e-mail (DL-FMOPS@colliergov.net) whenever an employee assigned to Collier County separates from their employment. This notification is critical to ensure the continued security of Collier County facilities and systems. Failure to notify within four (4) hours of separation may result in a deduction of$500 per incident. Page 12 of 17 Fixed Term Service Agreement 42017-002(Ver.I) GAO 38. [] SAFETY. All Contractors and subcontractors performing service for Collier County are required and shall comply with all Occupational Safety and Health Administration (OSHA), State and County Safety and Occupational Health Standards and any other applicable rules and regulations. Also, all Contractors and subcontractors shall be responsible for the safety of their employees and any unsafe acts or conditions that may cause injury or damage to any persons or property within and around the work site. Collier County Government has authorized the Occupational Safety and Health Administration (OSHA) to enter any Collier County Facility, property and/or right-of-way for the purpose of inspection of any Contractor's work operations. This provision is non- negotiable by any division/department and/or Contractor. All applicable OSHA inspection criteria apply as well as all Contractor rights, with one exception. Contractors do not have the right to refuse to allow OSHA onto a project that is being performed on Collier County Property. Collier County, as the owner of the property where the project is taking place shall be the only entity allowed to refuse access to the project. However, this decision shall only be made by Collier County's Risk Management Division Safety Manager and/or Safety Engineer. (Intentionally left blank-signature page to follow) ii Page 13 of 17 Fixed Temi Service Agreement#2017-002(Ver.1) • CAC1 C'AO 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 NTY COMMIS •NERS COLLIER SUN. , FLORI► Crystal K. Kinzel, Clerk of Courts & / Comtoll`er, , o By: 1 - 4 IQ C- By: IA At rn . Solis Es.. , Chairman Dated: •r v--1 ' l Aldo Chairman's Tampa Bay System Sales, Inc. Core EtegnIWitnesses: D/B/A Tampa Bay Trane Contractor • Con rector's First Witness Signal re X rj\\ULAA •.ype/print signature and titleT TTyp ?print witn, s narneT ,,Ati_er„e Contractor's Second Witness TType/print witness nameT A ove as to or and Legality: L_ County Attorney Print Name `I/)1 Pnge 14 or 17 Fixed"ern)Service Agieentent 02017.002(Vcr.I) CAO Exhibit A Scope of Services following this page (containing 8 pages) (i this exhibit is not applicable it l E Page 15 of 17 Fixed Term Service Agreement 42017-002(Ver.l) • E (J C.AO ITB# 18-7464 Chillers Preventative Maintenance and Repairs SCOPE OF 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: 1. 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 adjacent/integrated 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. The 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 (https://facilities.colliergov.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 shall 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 l of 8 Ao 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. i) 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. I) 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 / 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 Page 2 of 8 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 all equipment panel screws and attachments. I) 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) Legionella 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 report/check 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 (7:00am to { 5:00pm); however, the County Representative or designee may request preventative maintenance Page 3 of 8 CAO 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%) mark-up 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 o 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 repair (as needed) with estimate of cost for repair and identification of required equipment and parts to do so. B. MECHANICAL SERVICES for routine and urgent repairs of mechanical equipment and parts for in- house repairs • Remedial 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. • 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, consumables, transportation, skills, and incidentals required for the maintenance services, repairs and miscellaneous services for the County's mechanical systems. 2. Response time: Urgent response: 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 ; CAO 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/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. • 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 15th 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 for 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 receipts/invoices 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 shall be corrected before final acceptance. Such deficiencies will be corrected within 24 hours after receipt of notification, at the Contractor's expense, or the County may follow the provisions in 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 time 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 designee shall be found 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 unforeseen circumstances or acts of force majeure that are beyond the Contractor's 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 submission, or portions 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 (E.), CM) 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. Interior 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-Built" 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.Facility 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 B. 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 Exhibit B Fee Schedule following this page (containing 1 page/s) Page 16 of 17 Fixed Term Service Agreement#2017-002(Ver.I) el • 18-7464 Fee Schedule • Tampa Bay System Sales, Inc. DBA Tampa Bay Trane Price per unit is the price for one Periodic Preventativce maintenance service visit per equipment unit. Prices are be all inclusive. After hours and urgent requests will be calculated at 1 and 1/2 time the hourly rate.If applicable,a 15% mark-up for subcontractor's work will be allowed and 10%for any material mark-up. Item Air Cooled Chillers Price per Unit System Description CHIL-AC 1 0-99 tons $ 1,320.00 2 100-299 tons $ 1,320.00 3 300+tons $ 1,760.00 4 Equipment Rental&Installation of 100 ton $ 3,190.00 5 Total for Air Cooled Chillers TOTAL Item Water Cooled Chillers Price per Unit System Description CHIL-WC 6 0-99 tons $ 2,400.00 7 100-299 t0n5' $ 2,760.00 8 300-699 tons $ 3,240.00 { 9 700+tons $ 3,720.00 10 Equipment Rental&Installation of 100 ton $ 3,480.00 11 Total for Water Cooled Chillers Note:Water Cooled Chillers Preventative Maintenance service to be performed during after-hours or weekends. Cooling Towers Item Price per Unit System Description CT 12 100-299 tons $ 560.00 13 300-699 tons $ 560.00 14 700+tons $ 560.00 15 Total for Cooling Towers Note:Cooling Tower Preventative Maintenance service to be performed during after-hours or weekends. item Technician Services-Labor Hours Price per Hour 16 HVAC Journeyman $ 60.00 17 Chiller Mechanic $ 120.00 18 Total for Technician Services Item Total Calculation for Periodic Preventative Maintenance Services TOTAL 19 Total for Air Cooled Chillers $ 26,510.00 20 Total for Water Cooled Chillers $ 25,320.00 21 Total for Cooling Towers $ 2,800.00 22 Total for Technician Services $ 180,000.00 23 CI) n Other Exhibit/Attachment Description: n following this page (containing pages) n this exhibit is not applicable l t 1 Page 17 of 17 Fixed Term Service Agreement#2017-002(Ver.l) • C.AO ACo L CERTIFICATE OF LIABILITY INSURANCE DATE(MWDDIYYYY) `----- , 12/20/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Diane Cockier Lykes Insurance, Inc. PHONE 813 470 5038 FAX P.O.Box 2879 (ALC,No.Eat): (A/C,No): Tampa FL 33601-2879 Awnless: dcocking@lykesinsurance.com INSURER(SJ AFFORDING COVERAGE NAICN INSURER A:Westfield Insurance Company 24112 INSURED TETRA-1 INSURER B:Bridgefield Employers Ins Co. 10701 Tampa Bay Systems Sales, Inc. INSURERc:Indian Harbor 36940 dba Tampa Bay Trane _ 902 North Nimes Ave INSURER 0:Travelers Property Casualty Insurance Company Tampa FL 33609 INSURER E:Lloyd's of London INSURER F: COVERAGES CERTIFICATE NUMBER:369013902 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LTR INSD WVD POLICY NUMBER (MM/DDIYYYY) (MM!DD!YYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY Y Y CMM0154905 12/31/2018 12/31/2019 EACH OCCURRENCE $1,000,000 —_I CLAIMS-MADE I.X ,OCCUR tP ElEeENTED___---- PREMISES(Ea occurrence) S 500,000 MED EXP(My one person) $1,000 PERSONAL&ADV INJURY $1,000,000 — GEM.AGGREGATE LIMIT APPLIES PER. GENERAL AGGREGATE $2,000,000 POLICY X PE r' ,LOC PRODUCTS-COMP/OP AGG 52,000,000 OTHER S A AUTOMOBILE UABIUTY Y CMM0154905 12/31/2018 12/31/2019 COMBINED SINGLE LIMIT $1,000,000 _(Ea accident) __-_-- _._-- X ANY AUTO BODILY INJURY(Per_ person) $ OWNED SCHEDULED BODILYINJURY(Peraccident) $ AUTOS ONLY AUTOS X HIRED X NON-OWNED PROPERTY DAMAGE AUTOS ONLY _ AUTOS ONLY (Per accidence $ X PIP$10,000 $ 0 X UMBRELLA UAB X OCCUR ZUP15R66938187NF 12J31/2018 12/31/2019 EACH OCCURRENCE $10,000,000 EXCESS UAB _ CLAIMS-MADE _AGGREGATE S 10,000,000 DED X RETENTIONS trl,nnn $ B WORKERS COMPENSATION 0830-52169 1/1/2019 1/1/2020 X PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANYPROPRIETOR/PARINEHIEXECUTIVE E.L.EACH ACCIDENT $500,000 OFFICER/MEMBEREXCLUDED', N NIA - -- (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE S 500,000 U yes.describe under '-- —� --- DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT S 500,000 C Profressional Liability PEC004882900 12/31/2018 12/31/2019 Each Loss 2,000,000 ' E Cyber/Tech E&O W207CD170102 12/31/2018 12/31/2019 Each Loss 2,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS!VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached If more space Is required) Collier County Board of County Commissioners,OR Board of County Commissioners in Collier County,OR Collier County Government,as additional insured for any and all work performed in Collier County as respects to general liability and automobile liability with primary and non-contributory wording as required by written contract subject to all policy terms,conditions,limitations and exclusions. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Collier County Board of County Commissioners 3295 Tamiami Trail E. Naples FL 34112 AUTHORIZED REPRESENTATIVE VUL,..,,,, P -, 0,,stie.t. X 01988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD CAO EXHIBIT C BILL OF SALE,ASSIGNMENT AND ASSUMPTION AGREEMENT This BILL OF SALE, ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Bill of Sale"), executed as of December 31, 2020, by and between Tampa Bay Systems Sales, Inc., a Florida corporation ("Assignor"), and Trane U.S. Inc., a Delaware corporation ("Assignee"): 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 of November 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. 4836-7615-5087.5 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. Subrogation-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. Assignment - 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. Relationship 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, 4836-7615-5087.5 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. Counterparts - 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 may be 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] 4836-7615-5087.5 C) IN WITNESS WHEREOF,Assignor and Assignee have executed this Bill of Sale as of the date first above written. ASSIGNOR TAMPA BAY SYS S S,INC. BY Name: Do B.ICohn Title: i Executive Officer ASSIG E TRANE U.S.INC. BY Name: Title: • • I. Signature Page to Bill of Sale,Assignment&Assumption Agreement CAO 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 f` Name: David C. Butow Title: Vice President Signature Page to Bill of Sale, Assignment& Assumption Agreement CA° EXHIBIT D N z 0 Q cc 0 a cc 0 U LL O t U z N O a) E 7 0 z c 0 ii `—I w ,-__I t. 1 co o :� 1 1 a E � `^ m L � 1a. - 0) � 1 N 1 M .au) (0 w -� 1 o 0 . • Z) •I o N. Aco C W c N N W o N O E o W N N W W I- M Z Z Z (NJV M N O O c0i 0 Q O ',. 'T— 2 ,- Z Z (/� LL1 O 0 u. cn W p O W p w Q (Crx a) N E V N �W C b O Z i Z '"CO 0 .Q ). LL L Z > 11 _ Q ._ 0 3 d m 3 Q Q Z C 7.7. QZ ; O C m C 9 p 0 Z W O W O m u. •V _ ' ,0 ,- m = �a c w _ w = z w �, n Za L F- ti V U 1— u_ co o O 1 co O r, c m n U N 2' O N d N c O ,co 0 c N N -C U i CO a) _ co a) E (0 0) Z U) 7 O U_ it a) f0 co 0 C m a 0 0 co a c LL •— a) 0) o N ti f7 .0 — n- O c 3 o N o N —) o_ > O N 0 II 0 `' E '' c H- a) 0o 0 (It T2 0 C_n Co N- _ n W to cn CL J o LLI C o CC 0 tn Z ,. 0 I0 VCO cOo - a) m Oaco H c Z V O O Q 'cv O c0 u) —1 C a) 1-1-1 in is1-1-1W c Z •JpE E4 cr W .0 y o EZ 0 i o U ? E E x W U C.) 0 = y LWL O Q Z a Co y d U M O N _ a (N c O o N co co 0 35 'O ACc RD® D/ CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DYYYY) 12/15/2021 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT MARSH&MCLENNAN COMPANIES NAME: Michaela Grasshoff,ARM 1166 Avenue of the Americas PHONE No.ExL): 212-345-2794 FAX No): New York NY 10036 ADDRE E-MAIL s: Michaela.Grasshoff@marsh.com ATTN:212-345-6000 INSURER(S)AFFORDING COVERAGE NAIL# COMPANY A: National Union Fire Insurance Company of Pittsburgh,PA 19445 INSURED COMPANY B: Travelers Indemnity Co of America 25666 Trane U.S. Inc.dba Trane COMPANY C: Travelers Property Casualty Co of Amer 25674 902 North Himes Avenue Tampa,FL 33609 United States COVERAGES CERTIFICATE NUMBER: 617179 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL SUBR LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER POLICY EFF POLICY EXP (MM/DD/YYYY) (MM/DD/YYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY GL 6547064 4/17/2021 4/17/2022 EACH OCCURRENCE $7,500,000.00 CLAIMS-MADE X OCCUR DAMAGE TO RENTED $1 000000.00 PREMISES(Ea occurrence) X Contractual Liability X MED EXP(Any one person) $10,000.00 x iT ElElement Pollution Liability PERSONAL&ADV INJURY $7,500,000.00 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $7,500,000.00 X POLICY PRO- LOC PRODUCTS-COMP/OPAGG $7,500,000.00 JECT OTHER: $ A AUTOMOBILE LIABILITY CA 6890217 AOS 4/17/2021 COMBINED SINGLE LIMIT $5 00��OQ.�� A ( ) 4/17/2022 (Ea accident) A X ANY AUTO CA 7030880(VA) 4/17/2021 4/17/2022 BODILY INJURY(Per person) OWNED SCHEDULED CA 7030879(MA) 4/17/2021 4/17/2022 P INJURY BODILY AUTOS ONLY AUTOS (Per accident) HIRED NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY (Per accident) PHYSICAL APD-Self Insured nAMAC;F/SFI F $ UMBRELLA LIAB OCCUR EACH OCCURRENCE EXCESS LIAB CLAIMS-MADE AGGREGATE DED RETENTION$ $ B WORKERS COMPENSATION UB-8M35413A-21-51-K(AOS) 4/17/2021 4/17/2022 X PE R OTH- B AND EMPLOYERS'LIABILITY Y/N UB-9L048059-21-51-D(MN) 4/17/2021 4/17/2022 STATUTE ER C ANYPROPRIETOR/PARTNER/EXECUTIVE UB-8M370386-21-51-R(AZ,MA,OR,WI) 4/17/2021 4/17/2022 $3,000,000.00 C OFFICER/MEMBER EXCLUDED? N/A E.L.EACH ACCIDENT N TWXJ-UB-7434L45A-21(OH) 4/17/2021 4/17/2022 (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $3,000,000.00 If yes,describe under DESCRIPTION OF OPERATIONS below $3,000,000.00 E.L.DISEASE-POLICY LIMIT DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Please see page 2 for additional information. CERTIFICATE HOLDER CANCELLATION Collier County Board of County Commissioners 3295 Tamiami Trail E. SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Naples, FL 34112 THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN United States ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE Marsh USA,Inc. BY: Michaela Grasshoff,ARM ©1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD Requested By:Deserae Vickers AccoRce ADDITIONAL REMARKS SCHEDULE AGENCY NAMED INSURED Trane U.S.Inc.dba Trane 902 North Himes Avenue Tampa,FL 33609 United States EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: FORM TITLE: Collier County Board of County Commissioners is included as Additional Insured where required by contract with respect to General Liability pursuant to applicable endorsement. This insurance is Primary&Non-Contributory over any existing insurance where required by written contract. Job Description: Bid#18-7235&#18-7464 For questions regarding this certificate of insurance contact:Deserae Vickers Email:deserae.vickers@trane.com Phone:813-644-0603 ACORD 101 (2008/01) ©2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD ENDORSEMENT # MAN001 This endorsement, effective 12:01 A.M. 04/17/2021 forms a part of policy No. GL 654-70-64 issued to TRANE TECHNOLOGIES COMPANY LLC BY NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA ADDITIONAL INSURED -WHERE REQUIRED UNDER CONTRACT OR AGREEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM SECTION II—WHO IS AN INSURED, is amended to include as an additional insured: (1) Any person or organization to whom you become obligated to include as an additional insured under this policy, as a result of any written contract or agreement you enter into which requires you to furnish insurance to that person or organization of the type provided by this policy, but only with respect to liability to the extent caused by you and arising out of your operations, including both continuing and completed operations, or premises owned by or rented to you; or (2) Any designated person or organization, designated by you in writing to us, but only with respect to liability to the extent caused by you and arising out of your operations or premises owned by or rented to you and provided the "bodily injury", "property damage" or "personal and advertising injury" occurs subsequent to your written request to designate such person or organization as additional insured. However, the insurance provided will not exceed the lesser of: • The coverage and/or limits of this policy, or • The coverage and/or limits required by said contract or agreement. All other terms and conditions remain unchanged. Aut orized Representative