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#11-5790R (Commercial Electrical Systems Company)AGREEMENT #11 -57908 for "Safety, Security and Access Infrastructure Programs and Equipment" THIS AGREEMENT, made and entered into on this 1A day of 2012, by and between Commercial Electrical Systems Co., authorized to do business in the State of Florida, whose business address is 12369 Crystal Court Loop, Suite A, Fort Myers, FL 33966, hereinafter called the "Contractor" and Collier County, a political subdivision of the State of Florida, Collier County, Naples, hereinafter called the "County ": WITNESSETH: 1. COMMENCEMENT. The contract shall be for a two (2) year period, commencing on 14 201'2_, and terminating on Ma q 33 t tt. 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 periods. 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 eighty (180) days. 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 Safety, Security and Access Infrastructure Programs and Equipment services in accordance with the terms and conditions of RFP #11 -5790R and the Contractor's proposal referred to herein and made an integral part of this agreement. 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 or Contract Manager or his designee, in compliance with the County Purchasing Policy and Administrative Procedures in effect at the time such services are authorized. 2.1 Prior to the issuance of a Purchase Order, the County shall provide a summary of Work to be performed which will afford the Contractor -the opportunity to submit a formal Quotation for the Work; the Contractor shall yrespond with the information sought within three (3) working days. The Quotation shall be based upon Time and Materials or as a lump sum. The County will negotiate favorable terms and conditions, and the County user Department will issue a Purchase Requisition with the submitted Quotation as backup documentation for subsequent issuance of a Purchase Order to the Contractor. Page 1 of 9 In each Request for Quotation, the County reserves the right to specify the period of completion and the collection of liquidated damages in the event of late completion. 2.2 The services required by this contract shall include but not be limited to the items /services described in this Scope of Services. The County shall order services as required but makes no guarantee as to the quantity, number, type or distribution of services that will be ordered or required by this contract. 3. PAYMENT: Time shall be deemed of the essence with respect to the timely submission of invoices under this agreement. Contractor shall provide invoices within three (3) to five (5) days from when the work is complete. Invoices must include: • Facilities work order number, • Description of the work, • Date the work was performed and completed, • Total number of hours and hourly cost, • Break down of subcontractors hours and materials, • Itemization of materials and equipment and associated costs, and • TOTAL cost of the service(s). • The number of the Purchase Order by which authority services have been made, shall appear on all invoices Payment will be made upon receipt of a proper invoice and in compliance with Section 218.70 Florida Statutes, otherwise known as the "Local Government Prompt Payment Act." Collier County reserves the right to withhold and/or reduce an appropriate amount of any payments for work not performed or for unsatisfactory performance of Contractual requirements. 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: Commercial Electrical Systems Co. 12369 Crystal Commerce Loop, Suite A Fort Myers, FL 33966 -1083 Mr. Fredrick M. Sullivan Phone: 239 - 931 -9132 Fax: 239 - 931 -9859 Email: sullifla3 @msn.com 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 3327 Tamiami Trail, East Page 2 of 9 Naples, Florida 34112 Attention: Joanne Markiewicz, Interim Purchasing/ GS Director Telephone: 239 - 252 -8975 Facsimile: 239 - 252 -6480 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: Page 3 of 9 A. Commercial General Liability: Coverage shall have minimum limits of $1,000,000 Per Occurrence, $1,000,000 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. 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 sub - Contractors 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 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 with the Page 4 of 9 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(s), RFP #11 -5790R Specifications/ Scope of Services and one Addendum, Exhibit A, Scope of Services. 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/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 contract held by the individual and/or 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 U.S.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 and /or services may be added to this contract in compliance with the Purchasing Policy. 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 faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by representatives Page 5 of 9 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 PERSONNEL/PROTECT STAFFING: 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 insure that competent persons will be utilized in the performance of the contract. 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 dates set forth in each Quotation. 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. 24. ORDER OF PRECEDENCE: In the event of any conflict between or among the terms of any of the Contract Documents, the terms of the Request for Proposal and/or the Contractor's Proposal, the Contract Documents shall take precedence. In the event of any conflict between the terms of the RFP and the Contractor's Proposal, the language in the RFP would take precedence. Page 6 of 9 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: ; Dwight $rack; .k of Courts By: Dated: iF rst Witness TType /pri witness nameT 7P--,L L I- f �'I _ Second Witnes TType /print witness nameT Approved as to form and legal sufficiency: Assistant County Attorney SGD)� Print Name BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA By: LA). Fred W. Coyle, Chairman Commercial Electrical System Co. Contractor Page 7 of 9 1 '1) "-� V� qL V� '-� � -S " C"--� Typed signature and title Exhibit A Agreement #12 -589OR Safety, Security and Access Infrastructure Programs and Equipment Scope of Services and Costs The awarded Contractor shall: 1. Provide equipment, labor, materials and services to support a comprehensive and state of the art Safety, Security and Access Infrastructure Programs And Equipment as requested and directed by the Facilities Management Department project manager or his designee. Equipment, labor, materials and services include, but are not limited to: a. Provide equipment (all types) including but not limited to: surveillance, camera (CCTV, IP, etc), television monitors, digital video recorders, network video recorders, access, monitoring systems, access control systems, facial recognition equipment, intrusion systems, x -ray, hardware, software programs, UPS monitoring systems, call boxes, touch screen systems, wireless systems, access card printer and supplies, name badge systems, perimeter security systems (including but not limited to electronics, fences, gates, barricades, stanchions, bollards, and other equipment associated with perimeter access control systems) package inspection monitoring systems, air quality monitoring equipment, magnetometers and like systems, door and door hardware, including keys, gates, fencing, fencing hardware, people and package detection equipment, communication equipment, radio equipment, patrol systems, key control systems, biometric systems, panic alarm systems, indoor air quality systems, artificial intelligence systems, burglar/ intrusion systems, weather systems, UPS systems, and any other similar devices that prevent safety, security and access breeches, and assist with the maintenance of safety for people and facilities. b. Provide installation and construction services for all of the equipment identified above as directed by the Facilities Management project manager, and for areas such as security stations, lobbies, kiosks, etc. Construction services include, but are not limited to: project management, design, construction, permitting, furniture, special ballistics rated and non -rated materials. c. Provide security consultation services for all of the equipment identified above, and new / emerging technology, as directed by the Facilities Management project manager. d. Provide security monitoring services for all of the equipment identified above, and new / emerging technology, as directed by the Facilities, Management project manager. 2. Provide a single point of contact for the awarded contract. 3. Respond to emergencies, as declared by the Facilities project manager, within one (1) hour or less. "Respond to emergencies" is defined as "physically and actively working' on the issue provided by the Facilities contact. Page 8 of 9 4. Respond to non - emergencies, as declared by the Facilities project manager, within three (3) days or less. 5. Provide at least a one year warranty (from date of acceptance by the Facilities Management project manager) on all equipment, materials and labor provided by the awarded vendor for each quotation. 6. Provide quarterly summary and specific reports to the County's project manager that includes, but, is not limited to: • Types and description of projects completed, • Locations of projects, • Contractor and subcontractor number of hours and dollars per location, • Equipment and supplies per individual project and costs, and • A summary of new and innovative "best in class" recommendations for future considerations. Service cost: Item Description Hourly Price 1 Service Representative $85.00 2 Clerical $40.00 3 Senior Technician $95.00 4 Project Manager $65.00 5 Senior Technician(will be site Supervisor) $95.00 6 System Designer $60.00 7 Factory Engineer $95.00 8 System Technician $85.00 9 Junior Technician $55.00 Mark-up: Item Description Hourly Price 1 Sub - contractors 11% 2 Parts orequipment rental 14% 7. Schedule quarterly, or more, contract review meetings with the Facilities project manager. 8. Submit pricing quotes that are all inclusive based on the direction provided by the Facilities Management project manager. No additional mark -up, profit, or charges will be accepted. 9. Use the Collier County contracted vendors whenever possible as subcontractors. 10. The awarded vendor(s) shall closely coordinate the equipment and installation services with other vendors should the Facilities Management project manager direct the integration with the County's proprietary software infrastructure. Page 9 of 9 L1 -May -2012 14:56 Fax MR'S- 11- 2012(FRI') 09:36 Commercial Electrical - Sust.ems Fax p.2 (FHX)341.3563353 P.0021002 CERTIFICATE OF LIABILITY INSURANCE 5/11/2012 ' TH13 CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CEKTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY .AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED By THE POLICIES BELOW, THIS CERTIFICATE OF INSURANCE 130ES'NOT GONSTMUTE A CONTRACT BETWEEN THE ISSUING INSURER($), AIITHORMED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER IMPORTANT". If the oertit)cate balder Is an ADDITIONAL INSURED, the policy(los) mttst be endofsati. tt SiJBROGAT7UN IS VIIAIVEQ, subject to the terms and conditions of the Polity, cortaiin policies may rogUlm an endorsement .A statement on this c"ficsto does not confer rigtlts to the ccrtificaite holder in lieu of such onoorsemont (s). 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LIMITS SHOWN MAY HAVE BEEN REOU012D BY PAID CLAIMS. iHSic U POIACYEFF ;D ICY EXP umms TYP6OF INSURANCE POLICY NUMOER MMiD MMf GENERAL LIABILfTY -M no 3 1, 000 , 0 X Cd►d1AERCUYLGENEfiALLIA01tnY EMI�BP�ISO CM%xM • S 100,000 . C,YWMS-MADE.TOCCUR 5.7.066 /1 % ^rOl= /1/2013 ML(7p;,p {Anyo,rxcroson _S 5, On X Contxsotual yy akai2 itY 130MONAL 6 ADV INJURY S 1,000,000 GLsNERALAGGrXATE S 2,000,000 x scu GEMLAGGREOArELIUMAPPLIP POR: PRODUCTS. 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LOCATIONS11rFJt MZS IAnach ACORD 101, AddI0066I RArnxks SOMedula, It room epees la rsqulmd( i'�i + iLtarm, Voioa G Data eystemis cowtraztor. 7.aaaaee gQadrr: 7amQa L nxyreral 1pi i ysgeUro dtx ielrriteentY Hoestl of County Gammis"gnars is 3acimled as A4 itlonaj Inourad Me ras"ots q tY ealstsaot with ivawCad.. 30 day .notice of 0emcel.1at,'0n APPLiQa &=Opt far 10 day notice, for %%On- payment of premiums -. (239)252-6480 Collier County B*Oxd of County CCaafng ssioners 3327 TavLiams. Trail East Naples., k"IM 342.12-4901 SHOULD ANY OF THE ABOVE IIESGRiW-b POLICIES BE CANCELLED 152rORE ISE EXPIRATION DATE THEREOF, NOTICE WILL 8E DELIVERED IN AC3COROANCE WITH THE POLICY PROVIMONS. ALrrHc Rti b REPRESENTATIVE ?RD cO RPORATION. All rights reserved. AGORD 7b(ZUvWvv) INS1225(200e0s) The ACORD dame and logo am registered marks of ACORD