#10-5373 (Tampa Bay Trane)
A G R E EM E N T10-5373
for
Energy Management Services
THIS AGREEMENT, made and entered into on this q-Ih day of Mn...v-el"
, ,
2011, by and between Tampa Bay Systems Sales, Inc. dlbl a Tampa Bay Trane., authorized to
do business in the State of Florida, whose business address is 902 N. Himes Avenue, Tampa,
Florida 33609, hereinafter called the "Contractor" and Collier County, a political subdivision
of the State of Florida, Collier County, Naples, hereinafter called the "County":
WIT N E SSE T H:
1. COMMENCEMENT. The contract shall be for a three (3) year period, commencing on
March 1,2011, and terminating on February 28, 2014.
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 three (3) year periods. The County shall give the Contractor written notice
of the County's intention to extend the Agreement term not less than ten (10) days prior
to the end of the Agreement term then in effect.
2. STATEMENT OF WORK. The Contractor shall provide HV AC and/or energy
management services for construction, retrofit, and/or maintenance services on any
County facility involving any of the systems, services or products in accordance with
RFP 10-5373 and the terms and conditions of Agreement. The Contractor will be
responsible for engineering, design knowledge, and compliance with all relevant local,
State and Federal codes and regulations. The pricing schedule in Exhibit" A," attached
hereto and incorporated herein by reference, as well as additional services as required
and mutually negotiated and agreed upon in writing by the County and the Contractor,
will be considered part of this Agreement.
2.1 This Agreement contains the entire understanding between the parties and any
modifications to this Agreement shall be mutually agreed upon in writing by the
Contractor and the County Project Manager or his designee, in compliance with the
County Purchasing Policy and Administrative Procedures in effect at the time such
services are authorized.
2.2 Ownership to and title in any and all equipment, materials, items or devices
installed by the Contractor in a County facility shall pass to the County upon the
Page 1 of8
acceptance by the County of said equipment, materials, items or devices in the County
facility.
2.3 The Contractor shall provide to the County all record drawings, operating
instructions, and maintenance procedures for all equipment and control systems
installed under this Agreement.
2.4 For projects performed by the Contractor directly or indirectly for the County, the
performance of the work shall be subject to and governed by the terms and conditions
of this Agreement.
3. THE CONTRACT SUM. The County shall pay the Contractor for the performance of
this Agreement an estimated annual amount of one hundred sixty thousand dollars
($160,000.00), based on the unit prices set forth in Exhibit" A," subject to Change Orders
as approved in advance by the County. Payment will be made upon receipt of a proper
invoice and upon approval by the Facilities Manager or his designee, and in compliance
with Chapter 218, Fla. Stats., otherwise known as the "Local Government Prompt
Payment Act."
3.1 The County shall pay the Contractor for the performance of this Agreement in
accordance with any of the following three (3) payment methods:
A. Emergency work will be performed on a time and material basis.
B. For construction (new work), retrofit projects and routine maintenance services,
the Contractor may submit a proposal, either on a lump sum basis or a time and
material basis with a "Not to Exceed" total, at the discretion of the County. All
pricing shall be based on the rates indicated in Exhibit" A." Each proposal shall
be supported by a completed spreadsheet, the template for which shall be as
shown in Exhibit "B," attached hereto and incorporated by reference. For lump
sum proposals, the spreadsheet is for identifying resource allocation only and
not required for payment processing. The County shall pay the Contractor for
the performance of work outlined in each proposal as accepted and approved
by the Director of Facilities Management or his designee in compliance with the
County Purchasing Policy and Administrative Procedures in effect at the time
such services are authorized. Departmental requests for services shall be paid
upon completion or partial completion of the work tasks as accepted and
approved by the appropriate Department Director or his designee pursuant to
the Contractor's proposal and schedule for that department.
C. Payment for maintenance service contracts shall be paid according to the terms
of each maintenance contract in compliance with the County Purchasing Policy
and Administrative Procedures in effect at the time such services are
authorized.
Page 2 of8
3.2 All prices in Exhibit" A" may be adjusted by the County on the anniversary date of
the Agreement, based on the annual change to the Consumer Price Index-Southern
States, under" All Urban Consumers, All Items," using the latest release available
preceding the notice of the adjustment. The County shall determine the value, if any, of
this annual adjustment. The Contractor must request an adjustment in writing, no more
than thirty (30) calendar days after the anniversary date of this Agreement.
3.3 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 contract. 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. 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.
5. NOTICES. All notices from the County to the Contractor shall be deemed duly served
if mailed or faxed to the Contractor at the following Address:
Jay Allison, President
Tampa Bay Systems Sales, Inc. dlbla Tampa Bay Trane
902 N. Himes Avenue
Tampa, Florida 33609
Telephone: 813-877-8251
Facsimile: 813-877-5162
All Notices from the Contractor to the County shall be deemed duly served if mailed or
faxed to the County to:
Collier County Government Center
Purchasing Department - Purchasing Building
3327 Tamiami Trail, East
Naples, Florida 34112
Attention: Steve Carnell, Purchasingl GS Director
Telephone: 239-252-8371
Facsimile: 239-252-6584
Page 3 of8
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.
6. 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.
7. 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. 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.
8. 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 contract of the Contractor. Should the Contractor fail to correct any such
violation, conduct, or practice to the satisfaction of the County within twenty-four (24)
hours after receiving notice of such violation, conduct, or practice, such suspension to
continue until the violation is cured. The Contractor further agrees not to commence
operation during the suspension period until the violation has been corrected to the
satisfaction of the County.
9. 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
non-performance.
10. NO DISCRIMINATION. The Contractor agrees that there shall be no discrimination as
to race, sex, color, creed or national origin.
11. INSURANCE. The Contractor shall provide insurance as follows:
A. Commercial General Liability: Coverage shall have minimum limits of $1,000,000
Per Occurrence, Combined Single Limit for Bodily Injury Liability and Property
Page 4 of8
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 $500,000 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 $500,000
for each accident.
Special Requirements: Collier County Government shall be listed as the
Certificate Holder and included as an Additional Insured on the Comprehensive
General Liability Policy.
Current, valid insurance policies meeting the requirement herein identified shall
be maintained by Contractor during the duration of this Agreement. Renewal
certificates shall be sent to the County ten (10) days prior to any expiration date.
There shall be a thirty (30) day notification to the County in the event of
cancellation or modification of any stipulated insurance coverage.
Contractor shall insure that all subContractors comply with the same insurance
requirements that he is required to meet. The same Contractor shall provide
County with certificates of insurance meeting the required insurance provisions.
12. INDEMNIFICATION. To the maximum extent permitted by Florida law, the
Contractor shall 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, 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. CONTRACT ADMINISTRATION. This Agreement shall be administered on behalf
of the County by the Facilities Management Department.
14. 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
Page 5 of8
with the performance of services required hereunder. Contractor further represents
that no persons having any such interest shall be employed to perform those services.
15. COMPONENT PARTS OF THIS CONTRACT. This Contract consists of the attached
component parts, all of which are as fully a part of the contract as if herein set out
verbatim: Contractor's Proposal, Insurance Certificate, RFP #10-5373 Specifi-
cationslScope of Services and Exhibits" A" and "B."
16. 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.
17. 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, 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 I or any employee of the firm
from contact with County staff for a specified period of time; b. Prohibition by the
individual andlor firm from doing business with the County for a specified period of
time, including but not limited to: submitting bids, RFP, andlor quotes; and, c.
immediate termination of any contract held by the individual andlor firm for cause.
18. IMMIGRATION LAW COMPLIANCE. By executing and entering into this agreement,
the Contractor is formally acknowledging without exception or stipulation that it is fully
responsible for complying with the provisions of the Immigration Reform and Control
Act of 1986 as located at 8 US.c. 1324, et seq. and regulations relating thereto, as either
may be amended. 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.
19. OFFER EXTENDED TO OTHER GOVERNMENTAL ENTITIES. Collier County
encourages and agrees to the successful proposer extending the pricing, terms and
conditions of this solicitation or resultant contract to other governmental entities at the
discretion of the successful proposer.
20. 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.
21. ADDITIONAL ITEMS/SERVICES. Additional items andlor services may be added to
this contract upon satisfactory negotiation of price by the Contract Manager and
Contractor, subject to approval by the County.
22. 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
Page 6 of8
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.
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.
23. KEY PERSONNEUPROJECT STAFFING: The proposer'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
insure that competent persons will be utilized in the performance of the contract.
Selected firm shall assign as many people as necessary to complete the projects on a
timely basis, and each person assigned shall be available for an amount of time adequate
to meet the dates set forth in the Project Schedule. Firm shall not change Key Personnel
unless the following conditions are met: (1) Proposed replacements have substantially
the same or better qualifications andlor experience. (2) that the County is notified in
writing as far in advance as possible. Firm 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.
* * *u
Page 7 of8
IN WITNESS WHEREOF, the Contractor and the County, have each, respectively, by an
authorized person or agent, hereunder set their hands and seals on the date and year first above
written.
ATTEST: C\' \j~~ftD (J,~'",
", ~./..o;. ~.
Dwightpi).:J31o,cR., C~r~..~,Couft~c
~/~~: :t'~.;~.~~ \ ~
BOARD OF COUNTY COMMISSIONERS
COLLIER COUNTY, FLORIDA
,. '-1,_ l\ r .~ ~
~W. ~O~
By:
Fred W, Coyle, Chairman
A pproved as to form and
le~~;a~
Deputy County Attorney
SCOTT R. TEACH
Print Name
. JQnWA. ~QlW ci1
First Witness
0~~O?A ~,-\v\~tfu
tzej;t witness namet
Second w~
Tampa Bay Systems Sales, Inc.
d/b/a Tampa Bay Trane
Jay B. Allison,president
Typed signature and title
[hzabd-h ~ lazar
tType/print witness namet
/
/
Page 8 of8
EXHIBIT A
Agreement #10-5373 Energy Management Services
Tampa Bay Systems Sales, Inc.
Personnel Category Regular Time Overtime Holiday Time
General Mechanical Work $90.001 hr. $135.00/hr. $135.00/ hr.
Light Commercial Units
<20 Tons $80.00/hr. $120.001 hr. $120.00/hr.
Commercial DX =1> than 20 Tons $90.001 hr. $135.00/hr. $135.00/hr.
Chiller Mechanic $105.00/hr. $160.00/hr. $160.00/ hr.
Controls Technician $105.00/ hr. $160.00/hr. $160.00/hr.
Parts Markup
25%
Materials Markup
25%
EXHIBIT B
Collier Count Government 661-2000
Total Material and Parts Cost
Personnel Cate ories
General Mechanical Work
Li ht Commercial units <20 tons
Commercial OX =I>than 20 tons
Chiller Mechanic
Controls Technician
Total Labor
Collier Coun Permit
TOTAL JOB
Discount
0.25
Rate
90.00
80.00
90.00
105.00
105.00
0.00
Ad'usted Price
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
Ad"usted Price
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
o
#REF!
~
ACORDItJ. CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DDIYYYY)
~' 3/9/2011
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 BElWEEN 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 Commercial Lines - (813) 639-3000 ~~~~~CT Giselle Schrils
r1JgN~ft ",vtl. 813.639.3035 I FAX
Wells Fargo Insurance Services USA, Inc. lAic Nol: 813.639.7180
E-MAIL giselle.schrils@wellsfargo.com
2502 N. Rocky Point Drive, Suite 400 ADDRESS:
~~~~~~~~ 10 #: 17251
Tampa, FL 33607 INSURER(S) AFFORDING COVERAGE NAlC#
INSURED INSURER A : Westfield Insurance Company 24112
Tampa Bay Systems Sales, Inc. dba Tampa Bay Trane INSURER B : Continental Casualty Company 20443
PO Box 18547 INSURER C : FFVA Mutual Insurance Company 10385
INSURER 0 :
Tampa, FL 33679 INSURER E :
INSURER F :
COVERAGES
CERTIFICATE NUMBER: 2454042
REVISION NUMBER: See below
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 (~SJt%~\ ,=3l-6%iMY\
LTR POLICY NUMBER LIMITS
A GENERAL LIABILITY CMM1946402 12/31/2010 1213112011 EACH OCCURRENCE $ 1,000,000
~
X COMMERCIAL GENERAL LIABILITY ~~~C~~J9E~~~~ence) $ 150,000
=::=J CLAIMS-MADE [8] OCCUR MED EXP (Anyone person) $ 10,000
X Blanket AI PERSONAL & ADV INJURY $ 1,000,000
-
X Blanket Waiver GENERAL AGGREGATE $ 2,000,000
-
~'L AGGREmE LIMIT APr~~t PER: PRODUCTS - COM PlOP AGG $ 2,000,000
POLICY X P,~~;: X LOC $
A AUTOMOBILE LIABILITY CMM1946402 12131/2010 12/31/2011 COMBINED SINGLE LIMIT $ 1,000,000
- (Ea accident)
X ANY AUTO
- BODILY INJURY (Per person) $
- ALL OWNED AUTOS
BODILY INJURY (Per accident) $
- SCHEDULED AUTOS PROPERTY DAMAGE
X HIRED AUTOS (Per accident) $
-
X NON-OWNED AUTOS $
-
$
B X UMBRELLA LIAB P1 OCCUR 2090856223 12131/2010 12131/2011 EACH OCCURRENCE $ 7,000,000
~
EXCESS LIAB CLAIMS-MADE AGGREGATE $ 7,000,000
- DEDUCTIBLE $
RETENTION $ $
WORKERS COMPENSATION X.I'T"X?'~T ~I,~" T IOJ~- 500,000
C AND EMPLOYERS' LIABILITY Y/N WC8400019477 1/01/2011 1/01/2012
ANY PROPRIETOR/PARTNER/EXECUTIVE D N/A E.L. EACH ACCIDENT $ 500,000
OFF'CERlMEMBER EXCLUDED?
(Mandatory In NH) E.L. DISEASE - EA EMPLOYEE $ 500,000
If yes, describe under
DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $
DESCRIPTION OF OPERATIONS 1 LOCATIONS 1 VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required)
RFP #10-5373 COLLIER COUNTY BOARD OF COUNTY COMMISSIONERS IS INCLUDED AS AN ADDITIONAL INSURED WITH REGARD TO
GENERAL LIABILITY COVERAGE ONLY.
CERTIFICATE HOLDER
CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
COLLIER COUNTY BOARD OF COUNTY THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
COMMISSIONERS ACCORDANCE WITH THE POLICY PROVISIONS.
3301 EAST TAMIAMI TRAIL AUTHORIZED REPRESENTATIVE
NAPLES FL 34112 9(~
I
(This certificate replaces certificate# 2376769 issued on 2/21/2011) @ 1988-2009 ACORD CORPORATION. All rights reserved.
ACORD 25 (2009/09) The ACORD name and logo are registered marks of ACORD
cltr CouHt,y
AdninisIrative Servica Division
Purchasing
Purchasing Department
3327 Tamiami Trail East
Naples, Florida 34112
Telephone: (239) 252-2667
FAX: (239) 252-6593
Email: LynWood(Q>.collierQov.net
www.collieroov.net/purchasino
Memorandum
Subject:
Solicitation # 10-5373 "Energy Management Services"
Date:
March 9, 2011
w
From:
Lyn M. Wood, C.P.M, Procurement Strategist
To:
Ray Carter, Risk Manager
This Contract was approved by the BCC on March 8, 2011 agenda item 10.H
The County is in the process of executing this contract with Tampa Bay Systems Sales, Inc. d/b/a Tampa Bay
Trane.
Please review the Insurance Certificate(s) for the referenced Contract.
. "the insurance is not in order. please contact the vendor/insurance company to obtain a proper
certificate. Once you receive the proper certificate{s), please acknowledge your approval and send to the
County Attorney's office via the attached Request for Legal Services.
. If the insurance is in order. please acknowledge your approval and send to the County Attorney's office via
the attached Request for Legal Services.
If you have any questions, please contact me at the above referenced information.
~
Date
C:
Dennis Linguidi, Facilities Mgmt.
DATE RECEIVED
MAR 1 1 inn
RISK HNWifHENT
(Please route to County Attorney via attached Request for Legal Services)
G/Acquisitions/AgentF ormsandLettersJRiskMgmtReviewoflnsurance4/15/201 0/16/09