Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
#23-8126 (Diamond Security & Sound, LLC)
GENERAL SERVICE AGREEMENT # 23-8126 for Closed Circuit Television Systems (CCTV) Maintenance, Repair, and Installation Services •THIS AGREEMENT, made and entered into on this I day of P1 1- 20 24 by and between Diamond Security & Sound, LLC authorized to do business in the State of Florida, whose business address is 13701 Enterprise Avenue, Cleveland, OH 44135 , (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 two ( 2 ) year period, commencing * upon the date of Board approval; or❑upon and terminating two ( 2 ) 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 three ( 3 ) 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 NE Purchase Order 0 . 3. STATEMENT OF WORK. The Contractor shall provide services in accordance with the terms and conditions of ❑■ Request for Proposal (RFP) ❑ Invitation to Bid (ITB) ❑ Other ( )# 23-8126 including all Attachment(s), Exhibit(s) and Addenda and the Contractor's proposal referred to herein and made an integral part of this Agreement. ■❑ The Contractor shall also provide services in accordance with Exhibit A—Scope of Services attached hereto. 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. Page 1 of 18 General Service Agreement[2023_ver.2] 3.2 The execution of this Agreement shall not be a commitment to the Contractor to order any minimum or maximum amount. The County shall order items/services as required but makes no guarantee as to the quantity, number, type or distribution of items/services that will be ordered or required by this Agreement. 4. THE AGREEMENT SUM. ❑■ The County shall pay the Contractor for the performance of this Agreement upon completion or partial completion of the work tasks as accepted and approved by the County's Contract Administrative Agent/County Project Manager or his designee pursuant to the fees as set forth in 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". ❑ Thc County shall pay the Contractor for the performance of this Agreement an estimated maximum amount of ($ ), per County fiscal y or, pursuant to thc fees as set for in Exhibit B Foe Schodulo, attached hereto and thc price methodology as defined in Section 4.1. Payment will be madc upon rcccipt of a proper invoice and upon approval by thc County's Contract Administrative Agent/Project Manager, and in compliance with Chapter 218, Fla. Stats., ❑ Thc County shall pay the Contractor for the performance of this Agreement an estimated maximum amount of ($ ), based on services performed pursuant to the quoted priced offered by the Contractor in response to a specific Request for Quotation and pursuant to Price Methodology in Section 4.1. ❑ The County shall pay the Contractor for thc performance of this Agreement an estimated maximum amount of ($_ ), Price Methodology in Section 4.1. Payment will be made upon receipt of a proper invoice aRel-upen-appfeval-by4he4etiRtyle-GentFaet-AdffiiRistrative-AgeRti-RFeleet-Mailager-7-and •, 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 arc transferred from the County to the contractor; and, as a business practice there arc 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. Page 2 of 18 General Service Agreement[2023_ver.2] ❑■ 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. 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 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"'aches" as untimely submitted. Time shall be deemed of the essence with respect to the timely submission of invoices under this Agreement. 4.4 The County, or any duly authorized agents or representatives of the County, shall have the right to conduct an audit of Contractor's books and records to verify the accuracy of the Contractor's claim with respect to Contractor's costs associated with any Payment Application, Change Order, or Work Directive Change. 4.5 ❑ as per Section 112.061 Fla. Stats. Mileage $0.44.5 per mile Breakfast $6-00 L-EiFislh $ -00 le $10.00 AiFfaFe c lse-f are Rental Actual rental cost limited to compact or etandard size vehiclea Page 3 of 18 General Service Agreement[2023_ver.2] Lodging with a cap of no more than $150.00 per night Fking Actual cost of parking Taxi or Airport Limousine Actual cost of either taxi or airport limousine items will be paid only after Contractor has provided all receipts. Contractor shall be 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: Diamond Security & Sound, LLC Address: 13790 Treeline Ave., Suite 1 Fort Myers, Florida 33913 Authorized Agent: Ryan Temple, CEO Attention Name & Title: Rob Smith, Office Manager Telephone: (239) 768-1799 E-Mail(s): Ryan@dssay.com / R.Smith@dssay.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: John McCormick Division Name: Facilities Management Division Address: 3335 Tamiami Trail East Naples, Florida 34112 Administrative Agent/PM: Todd Fiedorowicz Telephone: (239) 252-5857 E-Mail(s): Todd.Fiedorowicz@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. Page 4 of 18 General Service Agreement[2023_ver.2] 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. 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 or any other class protected by federal or Florida law. Page 5 of 18 General Service Agreement[2023_ver.2] 12. INSURANCE. The Contractor shall provide insurance as follows: A. 0 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. The General Aggregate Limit shall be endorsed to apply per project. 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. 0 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. ❑ liability for claims arising out of the performance of professional services under this this insurance. Such insurance shall have limits-of not Icss than $ each claim and aggregate. ❑fiber Liability. Coverage shall have minimum limits of$ per claim. ❑ _ Coverage shall have minimum limits of$ per claim. 6-❑ : 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. Page 6of18 General Service Agreement[2023_ver.2] 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. 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, 0 RFP/ ❑ ITB/❑ Other #23-8126 , including Exhibits, Attachments and Addenda/Addendum, ❑ eubsequent quotes, and❑Other Exhibit/Attachment: 17. APPLICABILITY. Sections corresponding to any checked box ( ) expressly apply to the terms of this Agreement. Page 7 of 18 General Service Agreement[2023_ver.2] 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, if applicable, including specifically those contractual requirements at F.S. § 119.0701(2)(a)-(b) as stated as follows: IT IS THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, IT SHOULD CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: Communications, Government and Public Affairs Division 3299 Tamiami Trail East, Suite 102 Naples, FL 34112-5746 Telephone: (239) 252-8999 Email: PublicRecordRequest(c�colliercountyfl.gov 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. Page 8 of 18 General Service Agreement[2023_ver.2] 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. 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. Page 9 of 18 General Service Agreement[2023_ver.2] If a subcontractor is a related entity to the Contractor, then the Contractor shall not mark- up the subcontractor's fees. A related entity shall be defined as any Parent or Subsidiary of the Company and any business, corporation, partnership, limited liability company or other entity in which the Company or Parent or a Subsidiary of the Company holds any ownership interest, directly or indirectly. 23. N 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. 0 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, 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 Page 10 of 18 General Service Agreement[2023_ver.2] inspections, tests or approvals shall be performed in a manner and by organizations acceptable to the County. 27. ❑� PROTECTION OF WORK. A. Contractor shall fully protect the Work from loss or damage and shall bear the cost of any such loss or damage until final payment has been made. If Contractor or anyone for whom Contractor is legally liable is responsible for any loss or damage to the Work, or other work or materials of the County or County's separate contractors, Contractor shall be charged with the same, and any monies necessary to replace such loss or damage shall be deducted from any amounts due to 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. 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 Page 11 of 18 General Service Agreement[2023_ver.2] 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. ❑ ' this project shall be knowledgeable in their areas of expertise. The County reserves the assigned shall be available for an amount of time adequate to meet the required service dates. The Contractor shall not change Kcy Personnel unless the following conditions are met: (1) Proposed replacements have substantially the same or better qualifications The Contractor shall make c seven (7) days of the change. The County retain personnel. ❑■ 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. 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. ❑ ORDEROF PRECEDENCE (Granf Cunde d) In the event of any conflict between or e 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 Page 12 of 18 General Service Agreement[2023_ver.2] the Agreement, the conflict shall be rccolvcd by imposing the more strict or costly 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(a�colliercountvfl.gov) 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. Collier County Sheriffs Office (CCSO) requires separate fingerprinting prior to work being performed in any of their locations. This will be coordinated upon award of the contract. If there are additional fees for this process, the Contractor is responsible for all costs. 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- Page 13 of 18 General Service Agreement[2023_ver.2] 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 14 of 18 General Service Agreement[2023_ver.2] IN WITNESS WHEREOF, the parties hereto, by an authorized person or agent, have executed this Agreement on the date and year first written above. ATTEST: BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA Crystal K. Kinzel, Clerk of the Circuit Court and Co y stI'' :r, By: _ a't.. e► _ • - By: k!� Chris , hairman Dated: - - i "" (SEA1,4•...Attest a$f'o Chairma•' "4• g L 4. sigt►ature only Contractor's Witnesses: Diamond Security & Sound, LLC Contractor By: Contra or's Firs itness . nature . 6--- „,,,,ir II 1pn2t4 F11801 TTypC/print signature and title TType/print witness name aPk*sa.)--tJ E2-44- --- Contractor's Second Witness TType/print witness name A rov ils to o m an Legali : County Attorney P nt Name Page 15 of 18 General Service Agreement[2023_ver.21 Exhibit A Scope of Services ❑■ following this page (pages 1 through 6 ) ❑ this exhibit is not applicable Page 16 of 18 General Service Agreement[2023_ver.2] Request for Proposal (RFP)#23-8126 "Closed Circuit Television Systems (CCTV) Maintenance, Repair, and Installation Services" EXHIBIT A SCOPE OF SERVICES The terms"Agreement"and"Contract"may be used interchangeably. DETAILED SCOPE OF WORK 1) CONTRACTOR QUALIFICATIONS a) Technicians assigned by the Contractor to perform work under the contract must be trained, skilled, and knowledgeable installers(please also see 4. Repair, Replacement,and Installation Requirements below). 2) GENERAL REQUIREMENTS a) Work shall be performed on a schedule or as-needed basis, determined by the Division Representative or designee. The County does not guarantee that any work will be required during the length of the Contract. The purpose of the Contract is to have the described services available when needed and funding is secured. b) The Contractor shall supply the Division Representative with a minimum of two(2)urgent on-call telephone numbers and email addresses. It shall be the Contractor's responsibility to update the contact information with the Division Representative or designee. c) Normal business hours are considered Monday through Friday 7:00 AM and 5:00 PM excluding County Observed Holidays. Work outside of normal business hours must be approved by the Division Representative or designee prior to the start of the work. d) The Division Representative or designee will issue a Purchase Order(PO).No work shall begin without a valid Purchase Order. e) A Purchase Order shall survive contract expiration to allow completion of an order and/or service placed prior to the contract expiration date. f) Pre-Work Meetings—The Division Representative or designee may require the Contractor to attend a pre-work meeting to ensure all required procedures are in place. Required procedures may include,but shall not be limited to: (1) Schedule for operational and permit requirements and regulations (2) Safety permits (3) Contractor hours (4) Staging areas (5) Traffic control (6) Notifications (7) Utility emergency access (8) Emergency phone numbers (9) Security and other items required (10) Site surveys RESPONSE TIMES: a) Normal Request i) Contractor shall acknowledge a request within eight(8) hours from the time the Division Representative or designee issued the request. ii) If requested, contractor shall provide a written estimate if the work is not part of the Preventative Maintenance services to the requestor via email within three(3)business days of the initial request from the Division Representative or designee. iii) Contractor shall start work within five (5) business days after a valid Purchase Order and needed materials have been received by the Contractor. iv) Non-urgent work performed outside of normal business hours shall be paid at straight-time hourly rate unless prior approval for 1.5x hourly rate was received from the Division Representative or designee. Page 1 of 6 Exhibit A—Scope of Services CAO Request for Proposal (RFP) #23-8126 "Closed Circuit Television Systems (CCTV) Maintenance, Repair, and Installation Services" b) Urgent Request i) Contractor shall acknowledge an urgent request within two(2)hours of the request being sent by the Division Representative or designee. ii) Contractor shall be on-site within four(4)hours after the Division Representative or designee initial request. A response time may be adjusted with approval by the Division Representative or designee. The issue must be resolved within twenty-four(24)hours unless additional time is approved by the Division Representative or designee. iii) Contractor shall be paid 1.5x straight time hourly rate for urgent requests regardless of the day or time the work is performed. Once a schedule to complete the work has been approved by both parties, the Contractor shall strictly comply with the approved schedule because of operational requirements that must be followed. If the Contractor fails to execute the work or any part thereof,within the specified time,the County may,by written notice to the Contractor terminate their right to proceed with the work. The County reserves the right to use a different Contractor or adjust the schedule to complete the work. In the event repairs cannot be completed at the time of the initial site visit,the Contractor shall make every effort to provide limited repair to the system such that it can function effectively until complete restoration can be made. The County reserves the right to seek services outside of the contract. 3) PREVENTATIVE MAINTENANCE(as requested) For work that is part of Preventative Maintenance,the Division Representative or designee may request an estimate from the Contractor for all parts and labor. The estimate should be quoted as Time & Material per the fee schedule in the resultant agreement. Preventative Maintenance site visits may include: a) Camera and Housing Inspection,such as but not limited to below: i) Visually inspect and clean all cameras, housing assemblies, supporting brackets, and towers for cracks, corrosion, deterioration, or damage. ii) Clean all contacts and connectors on and inside of the camera housing. iii) Ensure the camera lens is dust free,focused,and the auto iris is adjusting properly. iv) Ensure the camera field of view is adjusted to County requirements. v) Clean the camera and housing viewing window inside and out, ensuring the interior is clean and dry. vi) Ensure the pan/tilt/zoom (PTZ)focus is operating properly. vii)Reassemble and weatherproof the camera housings. b) Pan/Tilt Assemblies,such as but not limited to below: i) Inspect the receiver/drivers, multi-conductor, and coaxial cable assemblies, all plugs, and connectors for signs of corrosion,wear, and sun damage. ii) Pull down, disassemble, and inspect PTZ assembly as needed. iii) Inspect,test,and replace(as necessary)the heater assemblies located inside PTZ units. iv) Clean, lubricate, and weatherproof PTZ assembly. v) Assemble complete camera and remount. c) Wire& Cable,such as but not limited to below: i) Inspect monitor, controls, and cable connection for deterioration or damage and repair as necessary. ii) Ensure cable is dressed properly. iii) Inspect connectors and cable entry points for loose wiring. iv) Ensure all CAT6 ethernet cables are transmitting at maximum speeds and terminated appropriately. v) Ensure the coaxial cable is transmitting an adequate video signal to the control room. Signal should be free of distortion,tearing,hum-bars,electromagnetic interference(EMI), rolling, etc. vi) Ensure all coaxial and network connectors are insulated from conduit and pull boxes. Page 2 of 6 Exhibit A—Scope of Services CAO Request for Proposal (RFP) #23-8126 "Closed Circuit Television Systems (CCTV) Maintenance, Repair, and Installation Services" d) Control Equipment,such as but not limited to below: i) Inspect,test,clean, and service the head-end video equipment,cabling, and transceivers. ii) Inspect all monitors to ensure clarity,free from picture burn-in and distortion. Ensure there is proper contrast and brightness. iii) Inspect and test all CCTV servers. iv) Check and adjust time and date settings. v) Check recorders and hard drives for deterioration and damage and refer to the manufacturer's recommended service life to determine a replacement schedule of the equipment. Replacements must be pre-authorized by the County Representative. vi) Ensure the hard drive, recording and playback system is operating properly, ensuring that the recording to disk capabilities work properly. vii)Upgrade firmware and software to the most current version as requested by the County. All upgrades must be pre-approved by the appropriate County Representative. viii) Provide a quote to replace defective components. ix) Inspect and observe that the viewing software is functioning as designed. x) Check that all control equipment is operational. xi) Clean all monitor screens, control panels, and keyboards with a County approved cleaning solution. xii)Check all coaxial connectors on the back panels, all power connections, and network connections for loose connections. The Contractor is responsible for providing a detailed report summarizing the Preventative Maintenance work. The report shall be provided to the Division Representative or designee via hand delivery or email within five(5)business days after the conclusion of each site visit. 4) REPAIR,REPLACEMENT,AND NEW INSTALLATION REQUIREMENTS: For work that is not part of the Preventative Maintenance, the Division Representative or designee may request an estimate from the Contractor for all parts and labor. The estimate should be quoted as Time& Material per the fee schedule in the resultant agreement. No single project shall exceed$200,000. i) All work shall conform to the current regulatory codes,including,but not limited to,National Fire Protection Association (NFPA), National Electrical Codes (NEC), Underwriters Laboratories, Inc. (UL), and local Authority Having Jurisdiction(AHJ). ii) Where applicable, all work shall comply with the County Information Technology Construction Standards and Facilities Management Vertical Standards. iii) The Contractor shall be responsible for all electrical work involved in the installation or repair of equipment. iv) The Contractor shall meet all County cable installation guidelines. All cabling must be certified for compliance with the local ordinances for low voltage and Building Industry Consulting Service International (BICSI)standards. Cabling must also comply with all accepted telecommunications standards and practices of the American National Standards Institute (ANSI), Telecommunications Industry Association (TIA), Electronic Industries Alliance(EIA), American Society for Testing and Materials(ASTM), and Institute of Electrical and Electronics Engineers(IEEE). v) All cabling work must be installed to the specifications recommended by the manufacturer and shall be done by a Certified Communication Cabling Installer who holds at least one of the following BICSI certificates; Installer I, Installer II,Registered Communications Distribution Designer(RCDD). vi) It shall be the Contractor's responsibility to ensure that all cabling installations are ready for use by the County immediately upon completion of the installation. This includes, but is not limited to, all necessary patch cables,terminations,and installation hardware as specified by the manufacturer and the County. vii)The Contractor shall label all jacks with the corresponding patch panel port number clearly visible.All jack patch panels and both ends of the cable must be labeled from a label-making machine appropriate for this use. Patch cables shall be labeled with self-laminating wire labels. viii) The Contractor shall sleeve, and fire stop, any wall penetrations. All wall penetrations shall be sealed, and junction boxes covered. ix) Conduit will be used for all exposed cabling. All cabling will be Plenum rated, self-supported, and will not lie on drop ceiling tiles. Page 3 of 6 Exhibit A—Scope of Services (CA© Request for Proposal (RFP)#23-8126 "Closed Circuit Television Systems (CCTV) Maintenance, Repair, and Installation Services" x) Cameras will be anchored above the drop ceilings using Unistrut or other anchoring devices,and not mounted directly on the ceiling tiles unless the ceiling tile is specifically designed for mounting cameras. xi) The Contractor is responsible for the initial configuration of all cameras to include, but not limited to, IP Address scheme, Pan/Tilt/Zoom(PTZ),and recording schedule rates per the needs of the County. xii)The Contractor shall ensure ceiling tiles are replaced properly when installation involves any ceiling tiles. xiii) All equipment manuals, software license(s), and warranty information shall be provided to the Division Representative or designee upon installation. a) Testing:The Contractor shall thoroughly test all cables and connectors after installation and certify that all pairs were found to be 100%reliable end-to-end(patch panel to patch panel—patch panel to jack). i) The Contractor shall not use bad pairs,punch downs,or terminations. These shall be corrected and replaced at no additional cost to the County. ii) The Contractor shall perform optical loss measurements and optical time-domain reflectometer tests. iii) Upon request by the Division Representative or designee,the Contractor shall provide documentation,both hard copy and electronic,of all tests,cable runs,patch panels,and jacks. 5) EQUIPMENT,PARTS,& SUBCONTRACTING i) Any Video Management device to be purchased shall be approved by the Facilities Division Representative or designee. Video Management devices are listed here,but not limited to: (1) Cameras (2) Camera Power Supplies (3) Camera Mounts (4) Surge Protectors (5) Media Converters (6) Media Converter Rack Mounts (7) FSFP Transceivers used in Media Converters (8) POE Injectors (9) Fiber terminations such as SC or LC (10) Video Recorders (11) Encoders (12) Decoders (13) Servers ii) Hourly labor rates shall be inclusive of all overhead, insurance, profit, travel, and use of company owned equipment(excluding rental equipment). The Contractor may only charge hourly rates for hours worked at the job site. A material use breakdown sheet shall be provided and copies of receipts for any material items exceeding $500 shall be provided with the invoice. Copies of the subcontractor invoice and/or equipment rental receipt shall be provided with the invoice. iii) Subcontractor use shall require prior Division Representative or designee approval. iv) Material markup and equipment rental markup shall not exceed 10%. v) Subcontractor markup shall not exceed 15% vi) No markup shall be allowed on ancillary charges,freight/shipping,and permits. vii)All equipment and parts provided and installed by the Contractor under the contract shall be new and free of defects. Original equipment manufacturer (OEM), or County approved alternate. The County reserves the right to supply parts and or equipment for selected projects and repairs. At a minimum, replacement parts and/or maintenance materials shall be based on the manufacturer's recommendations. viii) The County reserves the right to request parts for in-house service,repairs, or equipment, as needed by the Division. ix) The Contractor shall,under no circumstances,remove any equipment containing a County asset sticker.The Contractor shall request that, when replacing equipment, the asset sticker be removed by an appropriate Division Representative or designee authorized to adjust equipment inventory records. x) Additions and Deletions of Equipment/Services: The County retains the right to add or delete any facilities, equipment or services provided under the resultant contract as described herein,upon written notification by Page4of6 Exhibit A—Scope of Services r�.�0 Request for Proposal (RFP)#23-8126 "Closed Circuit Television Systems (CCTV) Maintenance, Repair, and Installation Services" the Division Representative or designee to the Contractor,and in accordance with the terms of the agreement. 6) TRAINING The Contractor shall provide on-site training on equipment following the guidelines established by the manufacturer when requested by the Division Representative or designee. 7) SAFETY a) Barrier and Lights—During the progress of the work,the Contractor shall place and maintain,at all times,such barriers and lights that will effectively prevent accidents and keep personnel from entering the work area. b) Maintenance of Traffic (MOT)—When staging areas are close to the street or in the traffic areas, MOT shall be prepared and conform to the latest edition of the Florida Department of Transportation (FDOT) Design Standards, 600 series, and The Manual on Uniform Traffic Control Devices (MUTCD). The Contractor is authorized to subcontract MOT. It is required that either the Contractor or the subcontractor have current FDOT approved MOT or Temporary Traffic Control, Intermediate Level, Certification per FDOT, Design Standards, 600 series indexes. The Contractor or subcontractor shall have current FDOT-approved certification in their name. c) Identification - All Contractor personnel will have on their shirts the Contractor's business name and County issued access badge. d) Behavior and language by all Contractor employees shall be appropriate and will be enforced while working on County property. Contractor employees shall be prohibited from disturbing items in County offices and smoking in any County facility. e) Site access will be limited to required company vehicles and delivery vehicles only. Any parking at any of the County buildings or facilities is to be coordinated, in advance of starting work, with the County designee. Contractor parking shall not interfere with County personnel or public parking or pedestrian traffic. Violators will be towed at owner's expense. f) Personal Protective Equipment (PPE) —All personnel shall use proper PPE while work is being performed and must follow all applicable local, state,and federal requirements. g) Safety Issue Response - The County reserves the right to stop work for any safety concerns observed by any County employee. h) Housekeeping—The Contractor shall ensure conditions on the work site always reflect good housekeeping and safety practices. The Contractor shall be responsible for all trash and debris disposal from the work site. 8) PERMITTING a) The Contractor shall be responsible for permit submissions unless otherwise instructed by the County. 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. Permit fees will be reimbursed at cost, no mark-up shall be allowed. Supporting documentation showing the fee paid must be included with the Contractor's invoice. 9) SECURITY a) The Contractor shall comply with the Department's security guidelines on facility security policies, this may include additional policies and procedures for work to be performed at the Collier County Sherriff's Office. Violations of these rules could, at a minimum,result in termination of the Contract. Fingerprinting and Background Checks: 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. Page 5 of 6 Exhibit A—Scope of Services Request for Proposal (RFP) #23-8126 "Closed Circuit Television Systems (CCTV) Maintenance, Repair, and Installation Services" 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@colliercountyfl.gov) 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. Collier County Sheriffs Office(CCSO)requires separate fingerprinting prior to work being performed in any of their locations. This will be coordinated upon award of the contract. If there are additional fees for this process, the Contractor is responsible for all costs. All CCTV recordings are considered County property. At no time shall the Contractor download to any media storage device or transmit any stored media to non-County computers,servers,or any other non-County devices. Any viewing of live or recorded video to any personnel other than Contractor and authorized County personnel is prohibited.Any dissemination of recorded video by the Contractor is prohibited.Discussion of viewed material must be with authorized County personnel only. The Contractor will not make copies of or disclose,publish,or disseminate Confidential Information to any third party or entity. "Confidential Information"shall mean any information or documents,whether electronic or hard copy, which pertain to the CCTV System, that are exempt from disclosure under F.S. 119.071(3), including specifically the location of security cameras and any security system plan, as defined in the Statute. Contractor will not use the Confidential Information for any purpose other than providing services. Contractor will take reasonable precautions to prevent any unauthorized use,disclosure,publication,or dissemination of Confidential Information. Contractor may be required to execute a non-disclosure agreement memorializing this understanding. Page 66 Exhibit A—Scope of Services nCAO Exhibit B Fee Schedule ❑■ following this page (pages 1 through 1 ) ❑ this exhibit is not applicable Page 17 of 18 General Service Agreement[2023 ver.2] Request for Proposal (RFP) #23-8126 "Closed Circuit Television Systems (CCTV) Maintenance, Repair, and Installation Services" EXHIBIT B FEE SCHEDULE DIAMOND SECURITY & SOUND,LLC Item# Vendor Positions Unit of Measure Unit Price 1 Project Manager/Site Supervisor Per Hour $140.00 2 System Engineer Per Hour $130.00 3 System Technician/Lead System Specialist Per Hour $120.00 4 Secondary Technician Per Hour $95.00 Prices/Rates shall remain for the initial term of this Agreement. Page 1 of 1 ocA(2) Exhibit B Fee Schedule Other Exhibit/Attachment Description: ❑ following this page (pages through ) ❑■ this exhibit is not applicable Page 18 of 18 General Service Agreement[2023_ver.2]