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#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