1261-SiteSecure, Inc.T
0-
CITY OF SANFORD M
SERVICES AGREEMENT WITH SITESECURE, INC.
FOR SECURITY REPAIRS, MAINTENANCE AND UPGRADES
SERVICES (PIGGYBACK) " / g THIS AGREEMENT made and entered into this �9 day of ,
2009 by and between the:
City of Sanford, Florida
City Hall
300 North Park Avenue
Sanford, Florida 32771
a municipal corporation of the State of Florida, holding tax exempt status, hereinafter
referred to as the "City," and:
SiteSecure, Inc.
627 Progress Way
Sanford, Florida 32771
a corporation, authorized to do business in the State of Florida, hereinafter referred to as
the "Contractor".
The City and the Contractor are collectively referred to herein as the "parties ".
WITNESSETH:
WHEREAS, the Contractor has entered an agreement to provide services to
Seminole County pursuant to an Agreement which Agreement has been extended pursuant
to an amendment to the Agreement, continues to be in effect, and terminates on July 29,
2010 (hereinafter collectively the "Seminole County Agreement "; and
WHEREAS, the City desires to retain the Contractor for the work identified in the
specifications outlined in the Seminole County Agreement and for the periods set forth in
the Seminole County Agreement; and
WHEREAS, the Seminole County Agreement is attached hereto as Exhibit "A" along
with the certain other documents relating thereto to include, but not be limited to, the rate
schedule, dated September 10, 2008; and
WHEREAS, the City desires to employ the Contractor for the performance to
support the activities, programs, and projects of the City upon the terms and conditions
hereinafter set forth and in the Seminole County Agreement, and the Contractor is desirous
of performing and providing such services upon said terms and conditions; and
SiteSecure, Inc. — Seminole County Piggyback Agreement
Page No. 1
WHEREAS, the Contractor hereby warrants and represents to the City that it is
competent and otherwise able to provide professional and high quality services to the City;
and
NOW, THEREFORE, in consideration of the mutual covenants and agreements
hereinafter contained and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, it is agreed by and between the parties hereto
as follows:
SECTION 1: DEFINITIONS.
Ad valorem - In proportion to the estimated value of the goods taxed.
Agreement — This document and all subsequent Work Orders between the City and
Contractor. Each exhibit, even if not physically attached, shall be treated as if it is a part of
this Agreement. The effective date of this Agreement is the date that the City Commission
approves the selection of the Contractor and the Agreement is executed by the City.
Billing Period — The period of time between project commencement to the close of the
current period, (inclusive); or from the close of the previous billing period, (exclusive), to the
close of the current period, usually concurrent with the month. In no case shall this period
be less than one calendar month except for the final billing period.
Bona Fide - Made or carried out in good faith; sincere.
City — The City of Sanford, a municipal corporation of the State of Florida holding tax
exempt status.
Contractor - To include all principals of the Contractor including, but not limited to, full and
part time employees, professional or otherwise, and all other agents employed by or for
Contractor to perform its obligations hereunder.
Description of Services - Shall be written in paragraph form resonably describing those
services the City can expect the Contractor to provide. The description shall be written in
such a manner that the type of service is clearly provided, but broad enough that all
services reasonably expected of the Contractor, including services provided by partners,
subcontractors, and other supporting professionals, can be provided to the City.
Designated Representative — A person who administers, reviews, and coordinates the
provision of services. This definition applies equally to the City and to the Contractor.
Exhibit A — Seminole County Agreement and related documents.
Exhibit B — Project Status Report Form.
Exhibit C — Certificate of Liability Insurance.
SiteSecure, Inc. - Seminole County Piggyback Agreement
Page No. 2
Force Majeure - Force Majeure shall include, but not be limited to, hostility, revolution, civil
commotion, terrorism, strike, epidemic, fire, flood, wind, earthquake, explosion, any law,
proclamation, regulation, or ordinance or other act of government, or any act of God or any
cause whether of the same or different nature, existing or future; provided that the cause
whether or not enumerated in this Agreement is beyond the control and without the fault or
negligence of the party seeking relief under this Agreement.
Law - Said phrase shall include statutes, codes, rules and regulations of whatsoever type
or nature enacted or adopted by a governmental entity of competent jurisdiction.
Pari Materia — of the same matter; on the same subject. Laws pari materia must be
construed with reference to each other /together when related to the same matter or
subject. The provisions of a contract/agreement shall be construed together with no
isolated construction of a particular provision such that it would defeat the overall intent of
the contract/agreement.
Submittals — Any item required by this agreement that the Contractor must provide the
City either for inclusion as part of this Agreement or not.
Type of Service — The services are generally related to providing competent physical and
electronic service systems, programming, repair, maintenance, support construction and
installation services and are described in the Scope of Services to the Seminole County
Agreement and shall be provided to the City in accordance with the controlling provisions of
law.
Work Order - A detailed description of quantities, services and a completion schedule for
the provision of such goods and /or services issued by the City on it's approved form which,
on occasion, may contain documents published, on Contractor letterhead, describing all
work associated with the goods /services to be provided by the Contractor to the City for an
agreed price referencing this Agreement by title and date.
SECTION 2: CAPTIONS.
The Section headings and captions of this Agreement are for convenience and reference
only and in no way define, limit, describe the scope or intent of this Agreement or any part
thereof, or in any way affect this Agreement or construe any provision of this Agreement.
SECTION 3: EXTENT OF AGREEMENT /INTEGRATION /AMENDMENT.
(a). This Agreement, together with the exhibits, constitutes the entire integrated
Agreement between the City and the Contractor and supersedes all prior written or oral
understandings in connection therewith. This Agreement, and all the terms and provisions
contained herein including, without limitation, the exhibits, constitute the full and complete
agreement between the parties hereto and supersedes and controls over any and all prior
SiteSecure, Inc. — Seminole County Piggyback Agreement
Page No. 3
agreements, understandings, representations, correspondence and statements regardless
of whether written or oral.
(b). This Agreement may only be amended, supplemented, or modified by a formal
written amendment.
(c). Any alterations, amendments, deletions, or waivers of the provisions of this
Agreement shall be valid only when expressed in writing and duly signed by the parties.
(d). The exhibits made part of this Agreement are as follows:
Exhibit A - Seminole County Agreement (as referenced).
Exhibit B - Project Status Report.
Exhibit C - Certificate of Liability Insurance.
SECTION 4: NO GENERAL CITY OBLIGATION.
(a). In no event shall any obligation of the City under this Agreement be or constitute a
general obligation or indebtedness of the City, a pledge of the ad valorem taxing power of
the City or a general obligation or indebtedness of the City within the meaning of the
Constitution of the State of Florida or any other applicable laws, but shall be payable solely
from legally available revenues and funds.
(b). The Contractor shall not have the right to compel the exercise of the ad valorem
taxing power of the City.
SECTION 5: CONTRACTOR UNDERSTANDING OF SERVICES REQUIRED.
(a). Execution of this Agreement by the Contractor is a representation that the
Contractor is familiar with local conditions and with the services to be performed. The
Contractor shall make no claim for additional time or money based upon its failure to
comply with this Agreement. The Contractor has informed the City, and hereby represents
to the City, that it has extensive experience in performing and providing the services and /or
goods described in this Agreement and to be identified in the Work Orders, and that it is
well acquainted with the components that are properly and customarily included within such
projects and the requirements of laws, ordinances, rules, regulations, or orders of any
public authority or licensing entity having jurisdiction over City projects. Execution of a
Work Order shall be an affirmative and irrefutable representation by the Contractor to the
City that the Contractor is fully familiar with any and all requisite work conditions of the
provisions of the services and /or goods to be provided.
(b). The recitals herein are true and correct and form and constitute a material part of
this Agreement upon which the parties have relied.
(c). It is agreed that nothing herein contained is intended or should be construed as in
any manner creating or establishing a relationship of co- partners between the parties, or as
SiteSecure, Inc. - Seminole County Piggyback Agreement
Page No. 4
constituting the Contractor (including, but not limited to, its officers, employees, and agents)
the agent, representative, or employee of the City for any purpose, or in any manner of
whatsoever type or nature. The Contractor is to be and shall remain forever an
independent contractor with respect to all services performed under this Agreement.
(d). Persons employed by the Contractor in the provision and performance of the
services and functions pursuant to this Agreement shall have no claim to pension, workers'
compensation, unemployment compensation, civil service or other employee rights or
privileges granted to the City's officers and employees either by operation of law or by the
City.
SECTION 6: GENERAL PROVISIONS.
(a). Each party hereto represents to the other that it has undertaken all necessary
actions to execute this Agreement and that it has the legal authority to enter into this
Agreement, and to undertake all obligations imposed on it. The person(s) executing this
Agreement for the Contractor certifies /certify that he /she /they is /are authorized to bind the
Contractor fully to the terms of this Agreement.
(b). This Agreement is for the services as described in this Agreement and are to be
accomplished in accordance with the controlling provisions of law and as directed by the
City to include all labor and materials that may be required.
(c). The Contractor acknowledges that the City may retain other contractors to provide
the same types of services for City projects. The City reserves the right to select which
contractor shall provide services for City projects.
(d). The Contractor acknowledges that the City has retained, or may retain, other
contractors and the coordination between said contractors and the Contractor may be
necessary from time -to -time for the successful completion of each Work Order. The
Contractor agrees to provide such coordination as necessary.
(e). The Contractor agrees to provide and ensure coordination between goods /services
providers.
(f). Time is of the essence of the lawful performance of the duties and obligations
contained in this Agreement to include, but not be limited to, each Work Order. The parties
covenant and agree that they shall diligently and expeditiously pursue their respective
obligations set forth in this Agreement and each Work Order.
(g). The Contractor shall maintain an adequate and competent staff and professionally
qualified persons throughout the performance of this Agreement to ensure acceptable and
timely completion of each Work Order.
(h). Requirements for signing and sealing plans, reports and documents prepared by the
Contractor shall be governed by the laws and regulations of Seminole County and State
SiteSecure, Inc. — Seminole County Piggyback Agreement
Page No. 5
regulatory agencies.
(i). The Contractor hereby guarantees the City that all material, supplies, services and
equipment as listed on a Purchase Order or Work Order meet the requirements,
specifications, and standards as provided for under the Federal Occupations Safety and
Health Act of 1970, from time -to -time amended and in force on the date hereof.
0). No claim for services furnished by the Contractor not specifically provided for herein
shall be honored by the City.
SECTION 7: CODES AND DESIGN STANDARDS.
(a). All the services to be provided or performed by the Contractor shall in the minimum
be in conformance with commonly accepted industry and professional codes and
standards, standards of the City, and the laws of any Federal, State, or local regulatory
agencies.
(b). The Contractor shall be responsible for keeping apprised of any changing laws
applicable to the services to be performed under this Agreement.
SECTION 8: SUBCONTRACTORS.
(a). Any Contractor proposed subcontractor shall be submitted to the City for written
approval prior to the Contractor entering into a subcontract. Subcontractor information
shall include, but not be limited to, State registrations, business address, occupational
license tax proof of payment and insurance certifications.
(b). The Contractor shall coordinate the provision of services and work product of any
City approved subcontractor and remain fully responsible for such services and work under
the terms of this Agreement.
(c). Any subcontract shall be in writing and shall incorporate this Agreement and require
the subcontractors to assume performance of the Contractor's duties commensurately with
the Contractor's duties to the City under this Agreement it being understood that nothing
herein shall in any way relieve the Contractor from any of its duties under this Agreement.
The Contractor shall provide the City with executed copies of all subcontracts.
SECTION 9: ASSIGNABILITY.
The Contractor shall not sublet, assign, or transfer any interest in this Agreement, or claims
for the money due or to become due out of this Agreement to a bank, trust company, or
other financial institution without written City approval. When approved by the City, written
notice of such assignment or transfer shall be furnished promptly to the City.
SECTION 10: COMMENCEMENT/ IMPLEMENTATION SCHEDULE OF AGREEMENT.
SiteSecure, Inc. — Seminole County Piggyback Agreement
Page No. 6
(a). The Contractor shall commence the provision of services as described in this
Agreement immediately upon execution of this Agreement and a Work Order thereunder.
(b). The Contractor and the City agree to make every effort to adhere to the schedules
established for the various Work Orders as described in each Work Order. However, if the
Contractor is delayed at any time in the provision of services by any act or omission of the
City, or of any employee of the City, or by any other Contractor employed by the City, or by
changes ordered by the City, or by strikes, lock outs, fire, unusual delay in transportation,
unavoidable casualties, or any other causes of force majeure not resulting from the
inactions or actions of the Contractor and beyond the Contractor's control which would not
reasonably be expected to occur in connection with or during performance or provision of
the services, or by delay authorized by the City pending a decision, or by any cause which
the City shall decide to justify the delay, the time of completion shall be extended for such
reasonable time as the City may decide in its sole and absolute discretion. It is further
expressly understood and agreed that the Contractor shall not be entitled to any damages
or compensation, of any type or nature, or be reimbursed for any losses on account of any
delay or delays resulting from any of the aforesaid causes or any other cause whatsoever.
SECTION 11: LENGTH OF AGREEMENT.
(a). The term of this Agreement is coextensive with the term of the Seminole County
Agreement.
(b). The Contractor's services shall begin upon written notification to proceed by the City
as set forth in a Work Order.
(c). The Contractor's services shall be on a Work Order basis and may include matters
such as serving as an expert witness.
SECTION 12: DESCRIPTION OF SERVICES.
(a). The Contractor agrees to provide the services as outlined and described in this
Agreement all of which are to be provided to the City in accordance with the controlling
provisions of law as more specifically outlined in Exhibit A and Work Orders issued
hereunder.
(b). The Contractor shall diligently and in a professional and timely manner perform and
provide the services outlined herein or as included in each subsequently entered Work
Order. Unless modified in writing by the parties hereto, the duties of the Contractor shall
not be construed to exceed the provision of the services pertaining to this Agreement.
(c). The City and Contractor agree that there may be certain additional services required
to be performed by the Contractor during the performance of the Work Orders that can not
be defined sufficiently at the time of execution of this Agreement. Such services shall be
authorized in writing as a Change Order in accordance with Section 21. The Work Orders
may contain addititonal instructions or provide specifications upon certain aspects of this
Agreement pertinent to the work to be undertaken. Such supplemental instructions or
SiteSecure, Inc. — Seminole County Piggyback Agreement
Page No. 7
provisions shall not be construed as a modification of this Agreement.
SECTION 13: CONTRACTOR RESPONSIBILITIES.
(a). The Contractor shall be responsible for the professional quality, accepted standards,
technical accuracy and the coordination of all services and /or goods furnished by the
Contractor under this Agreement as well as the conduct of its staff, personnel, employees,
and agents. The Contractor shall work closely with the City on all aspects of the provision
of the services. With respect to services, the Contractor shall be responsible for the
professional quality, technical accuracy, competence, methodology, accuracy, and the
coordination of all of the following which are listed for illustration purposes and not as a
limitation: documents, analysis, reports, data, plans, plats, maps, surveys, specifications,
and any and all other services of whatever type or nature furnished by the Contractor under
this Agreement. The Contractor shall, without additional compensation, correct or revise
any errors or deficiencies in its plans, analysis, data, reports, designs, drawings,
specifications, and any and all other services of whatever type or nature.
(b). The Contractor shall furnish a Contractor's designated representative to administer,
review and coordinate the provision of services under this Agreement and each Work
Order.
(c). Neither City review, approval or acceptance of, nor payment for, any of the services
required under this Agreement shall be construed to operate as a waiver of any rights or of
any cause of action arising out of the performance of this Agreement. The Contractor shall
be and shall remain liable to the City in accordance with applicable law for all damages to
the City caused by the Contractor's negligent or improper performance or failure to perform
any of the services furnished under this Agreement.
(d). The rights and remedies of the Contractor, provided for under this Agreement, are in
addition to any other rights and remedies provided by law.
(e). In the event the Contractor fails to comply with the terms and conditions of this
Agreement, the City shall notify the Contractor's designated representative in writing so that
the Contractor may take remedial action.
(f). Time is of the essence in the performance of all services provided by the Contractor
under the terms of this Agreement and each and every Work Order.
SECTION 14: CITY RIGHTS AND RESPONSIBILITIES.
(a). The City shall reasonably cooperate with the Contractor in a timely fashion at no cost
to the Contractor as set forth in this Section.
(b). The City shall furnish a City designated representative to administer, review, and
coordinate the provision of services under each Work Order.
SiteSecure, Inc. — Seminole County Piggyback Agreement
Page No. 8
(c). The City shall make City personnel available where, in the City's opinion, they are
required and necessary to assist the Contractor. The availability and necessity of said
personnel to assist the Contractor shall be determined solely at the discretion of the City.
(d). The City shall furnish the Contractor with exisitng data, records, maps, plans,
specifications, reports, fiscal data and other engineering information that may be available
in the City's files that is necessary or useful to the Contractor for the performance of the
work provided for in this Agreement. All such documents conveyed by the City to the
Contractor shall be, and always remain, the property of the City and shall be returned to the
City upon completion of the work to be performed by the Contractor.
(e). The City shall examine all Contractor reports, sketches, drawing, estimates,
proposals and other documents presented to the City and indicate the City's approval or
disapproval within a reasonable time so as not to materially delay the provisions of the
services of the Contractor.
(f). The City shall provide access to and make provisions for the Contractor to enter
upon public and private lands as required for the Contractor within a reasonable time to
perform work as necessary to complete the Work Order.
(g). The City shall transmit instructions, relevant information, and provide interpretation
and definition of City policies and decisions with respect to any and all materials and other
matters pertinent to the services covered by this Agreement.
(h). The City shall give written notice to the Contractor whenever the City designated
representative knows of a development that affects the services provided and performed
under this Agreement, timing of the Contractor's provision of services, or a defect or
change necessary in the services of the Contractor.
(i). The rights and remedies of the City provided for under this Agreement are in addition
to any other rights and remedies provided by law. The City may assert its right of recovery
by any appropriate means including, but not limited to, set -off, suit, withholding,
recoupment or counterclaim, either during or after performance of this Agreement.
0). The City shall be entitled to recover any and all legal costs including, but not limited
to, attorney fees and other legal costs that it may incur in any legal actions it may pursue in
the enforcement of the terms and conditions of this Agreement or the responsibilities of the
Contractor in carrying out the duties and responsibilities deriving from this Agreement.
(k). The failure of the City to insist in any instance upon the strict performance of any
provision of this Agreement, or to exercise any right or privilege granted to the City
hereunder, shall not constitute or be construed as a waiver of any such provision or right
and the same shall continue in force.
(1). Neither the City's review, approval or acceptance of, nor payment for, any of the
services required shall be construed to operate as a waiver of any rights under this
SiteSecure, Inc. — Seminole County Piggyback Agreement
Page No. 9
Agreement nor for any cause of action arising out of the performance of this Agreement
and the Contractor shall be and always remain liable to the City in accordance with
applicable law for any and all damages to the City caused by the Contractor's negligent or
wrongful provision or performance of any of the services furnished under this Agreement.
(m). All deliverable analysis, reference data, survey data, plans and reports or any other
form of written instrument or document that may result from the Consutant's services or
have been created during the course of the Contractor's performance under this Agreement
shall become the property of the City after final payment is made to the Contractor.
(n). In the event the City fails to comply with the terms and conditions of this Agreement,
the Contractor shall notify the City's designated representative in writing in order that the
City may take remedial action.
SECTION 15: WAIVER.
The failure of the City to insist in any instance upon the strict performance of any provision
of this Agreement, or to exercise any right or privilege granted to the City hereunder, shall
not constitute or be construed as a waiver of any such provision or right and the same shall
continue in force.
SECTION 16: FORCE MAJEURE.
Neither party shall be considered in default in performance of its obligations hereunder to
the extent that performance of such obligations, or any of them, is delayed or prevented by
force majeure.
SECTION 17: STANDARDS OF CONDUCT.
(a). The Contractor warrants that it has not employed or retained any company or
person, other than a bona fide employee working solely for the Contractor, to solicit or
secure this Agreement and that the Contractor has not paid or agreed to pay any person,
company, corporation, individual, or firm other than a bona fide employee working solely for
the Contractor, any fee, commission, percentage, gift, or any other consideration,
contingent upon or resulting from the award of making this Agreement.
(b). If the City determines that any employee or representative of the Contractor is not
satisfactorily performing his or her assigned duties or is demonstrating improper conduct
pursuant to any assignment or work performed under this Agreement, the City shall so
notify the Contractor, in writing. The Contractor shall immediately remove such employee
or representative of the Contractor from such assignment.
(c). The Contractor hereby certifies by this writing that no undisclosed conflict of interest
exists with respect to the Agreement including, but not limited to, any conflicts that may be
due to representation of other clients, customers or vendees, other contractual
relationships of the Contractor, or any interest in property that the Contractor may have.
SiteSecure, Inc. — Seminole County Piggyback Agreement
Page No. 10
The Contractor further certifies that any conflict of interest that arises during the term of this
Agreement shall be immediately disclosed in writing to the City. Violation of this Section
shall be considered as justification for immediate termination of this Agreement.
(d). The Contractor shall not engage in any action that would create a conflict of interest
for any City employee or other person during the course of performance of, or otherwise
related to, this Agreement or which would violate or cause others to violate the provisions of
Part III, Chapter 112, Florida Statutes, relating to ethics in government.
(e). The City shall not intentionally award publicly- funded contracts to any Contractor
who knowingly employs unauthorized alien workers, constituting a violation of the
employment provisions contained in 8 U.S.C. Section 1324a(e) Section 274A(e) of the
Immigration and Nationally Act (INA)]. The City shall consider the employment by the
Contractor of unauthorized aliens, a violation of Section 274A (e) of the INA. Such violation
by the Contractor of the employment provisions contained in Section 274A (e) of the INA
shall be grounds for immediate termination of this Agreement by the City.
(f). The Contractor shall comply with the requirements of the Americans with Disabilities
Act (ADA), and any and all related Federal or State laws which prohibits discrimination by
public and private entities on the basis of disability.
(g). The Contractor shall not discriminate on the grounds of race, color, religion, sex, or
national origin in the performance of work under this Agreement or violate any laws
pertaining to civil rights, equal protection, or discrimination.
(h). If the Contractor or an affiliate is placed on a discriminatory vendor list, such action
may result in termination by the City. The Contractor shall certify, upon request by the City,
that it is qualified to submit a bid under Section 287.134 (2) (c), Florida Statutes.
(i). If the Contractor or an affiliate is placed on the convicted vendor list following a
conviction for a public entity crime, such action may result in termination by the City. The
Contractor shall certify, upon request by the City, that is qualified to submit a bid under
Section 287.133 (2)(a), Florida Statutes.
(j). The Contractor shall certify, upon request by the City, that the Contractor maintains
a drug free workplace policy in accordance with Section 287.0878, Florida Statutes. Failure
to submit this certification may result in termination.
(k). The Contractor agrees to comply with Federal, State and local environmental, health
and safety laws and regulations applicable to the services provided to the City. The
Contractor agrees that any program or initiative involving the work that could adversely
affect any personnel involved, citizens, residents, users, neighbors or the surrounding
environment shall ensure compliance with any and all employment safety, environmental
and health laws.
SiteSecure, Inc. — Seminole County Piggyback Agreement
Page No. 11
(1). If applicable, in accordance with Section 216.347, Florida Statutes, the Contractor
shall not use funds provided by this Agreement for the purpose of lobbying the Legislature,
the judicial branch, or a State agency.
(m). The Contractor shall not publish any documents or release information regarding this
Agreement to the media without prior approval of the City.
(n). The Contractor shall ensure that all services are provided to the City after the
Contractor has obtained, at its sole and exclusive expense, any and all permits, licenses,
permissions, approvals or similar consents.
(o). The Contractor shall ensure that all taxes due from the Contractor are paid in a
timely and complete manner including, but not limited to, the local business tax.
SECTION 18: NOTICES.
(a). Whenever either party desires to give notice unto the other, it must be given by
written notice, sent by registered United States mail, with return receipt requested,
addressed to the party for whom it is intended, at the place last specified, and the place for
giving of notice shall remain such until it shall have been changed by written notice in
compliance with the provisions of this Section.
(b). For the present, the parties designate the following as the representative places for
giving of notice, to -wit:
(1). For the City:
Sherman Yehl, City Manager
City of Sanford
300 North Park Avenue
Sanford, Florida 32771
(2). For the Contractor
Mr. John Grocke
SiteSecure, Inc.
627 Progress Way
Sanford, Florida 32771
With a Copy to:
F. William Smith, Purchasing Manager
City of Sanford
300 North Park Avenue
Sanford, Florida 32771
(c). Written notice requirements of this Agreement shall be strictly construed and such
requirements are a condition precedent to pursuing any rights or remedies hereunder. The
Contractor agrees not to claim any waiver by City of such notice requirements based upon
City having actual knowledge, implied, verbal or constructive notice, lack of prejudice, or
any other grounds as a substitute for the failure of the Contractor to comply with the
express written notice requirements herein. Computer notification (e -mails and message
boards) shall not constitute proper written notice under the terms of the Agreement.
SiteSecure, Inc. — Seminole County Piggyback Agreement
Page No. 12
SECTION 19: DESIGNATED REPRESENTATIVES.
(a). The City Manager, or designated representative, represents the City in all matters
pertaining to and arising from the work and the performance of this Agreement.
(b). The City Manager or designated representative shall have the following
responsibilities:
(1). Examination of all work and rendering, in writing, decisions indicating the
City's approval or disapproval within a reasonable time so as not to materially delay the
work of the Contractor;
(2). Transmission of instructions, receipt of information, and interpretation and
definition of City's policies and decisions with respect to design, materials, and other
matters pertinent to the work covered by this Agreement;
(3). Giving prompt written notice to the Contractor whenever the City knows of a
defect or change necessary in the project; and
(c). Until further written notice, the City's designated representative for this Agreement
is:
City Manager
City of Sanford
City Hall
300 North Park Avenue
Sanford, Florida 32771
(d). Prior to start of any work under this Agreement, the Contractor shall submit to the
City detailed resumes of key professional personnel that will be involved in performing
services described in the work. The City hereby acknowledges its acceptance of such
personnel to perform services under this Agreement. At any time hereafter that the
Contractor desires to change key professional personnel in an active assignment, it shall
submit the qualifications of the new professional personnel to the City for prior approval.
Key professional personnel shall include the principal -in- charge, project managers and
others interfacing with City personnel.
(e). Until further written notice, the Contractor's designated representative for this
Agreement is:
Mr. John Grocke
627 Progress Way
Sanford, Florida 32771
SECTION 20: WORK ORDERS.
SiteSecure, Inc. — Seminole County Piggyback Agreement 13
(a). The provision of services to be performed under this Agreement may commence
immediately upon the execution of this Agreement or a Work Order as directed and
determined by the City. Services to be provided by the Contractor to the City shall be
negotiated between the Contractor and the City. Each Work Order shall reference this
Agreement by title and date, include a detailed description of quantities, services, and a
completion schedule, and will be provided on Contractor letterhead. Services described in
said Work Order will commence upon the issuance of a City Notice -to- Proceed.
(b). If the services required to be performed by a Work Order is clearly defined, the Work
Order shall be issued on a "Fixed Fee" basis. The Contractor shall perform all services
required by the Work Order but in no event shall the Contractor be paid more than the
negotiated Fixed Fee amount stated therein.
(c). The Contractor and the City agree to make every effort to adhere to the schedule
established for the various Work Orders described in the Work Order.
(d). If the services are not clearly defined, the Work Order may be issued on a "Time
Basis Method" and contain a Not -to- Exceed amount. If a Not -to- Exceed amount is
provided, the Contractor shall perform all work required by the Work Order; but in no event
shall the Contractor be paid more than the Not -to- Exceed amount specified in the
applicable Work Order.
(e). For Work Orders issued on a "Fixed Fee Basis," the Contractor may invoice the
amount due based on the percentage of total Work Order services actually performed and
completed; but in no event shall the invoice amount exceed a percentage of the Fixed Fee
amount equal to a percentage of the total services actually completed.
(f). For Work Orders issued on a "Time Basis Method" with a Not -to- Exceed amount, the
Contractor may invoice the amount due for actual work hours performed; but in no event
shall the invoice amount exceed a percentage of the Not -to- Exceed amount equal to a
percentage of the total services actually completed.
(g). Each Work Order issued on a "Fixed Fee Basis" or "Time Basis Method" with a Not -
to- Exceed amount shall be treated separately for retainage purposes. If the City
determines that work is substantially complete and the amount retained, if any, is
considered to be in excess, the City may, at its sole and absolute discretion, release the
retainage or any portion thereof.
(h). For Work Orders issued on a "Time Basis Method" with a Limitation of Funds
amount, the Contractor may invoice the amount due for services actually performed and
completed. The City shall pay the Contractor one hundred percent (100 %) of the approved
amount on Work Orders issued on a "Time Basis Method" with a Limitation of Funds
amount.
SECTION 21: CHANGE ORDERS.
SiteSecure, Inc. — Seminole County Piggyback Agreement 14
(a). The City may revise the description of services set forth in any particular Work
Order.
(b). Revisions to any Work Order shall be authorized in writing by the City as a Change
Order. Each Change Order shall include a schedule of completion for the services
authorized. Change Orders shall identify this Agreement and the appropriate Work Order
number. The Change Orders may contain additional instructions or provisions specific
upon certain aspects of this Agreement pertinent to the services to be provided. Such
supplemental instructions or provisions shall not be construed as a modification of this
Agreement. An agreement between the parties on and execution of any Change Order
shall constitute a final settlement and a full accord and satisfaction of all matters relating to
the change of work and /or services and to the impact of the change on unchanged goods
and /or work including, but not limited to, all direct and indirect costs of whatever nature and
all adjustments to the Contractor schedule.
(c). If instructed by the City, the Contractor shall change or revise work that has been
performed, and if such work is not required as a result of error, omission or negligence of
the Contractor, the Contractor may be entitled to additional compensation. The Contractor
must submit for City approval a revised proposal with a revised fee quotation. Additional
compensation, if any, shall be agreed upon before commencement of any such additional
work and shall be incorporated into the work by Change Order to the Work Order.
SECTION 22: COMPENSATION.
(a). Compensation to the Contractor for the services performed on each Work Order
shall be as set forth the Work Order /Change Order or as set forth in the Seminole Count y
Agreement which enumerates rates and charges of the Contractor.
(b). The City shall not pay for reimbursable items such as gas, tolls, mileage, meals, etc.
and other items not directly attritbutable to items produced for each Work Order.
(c). Work performed by the Contractor without written approval by the City's designated
representative shall not be compensated. Any work performed by the Contractor without
approval by the City is performed at the Contractor's own election.
(d). In the event the City fails to provide compensation under the terms and conditions of
this Agreement, the Contractor shall notify the City's designated representative in order that
the City may take remedial action.
SECTION 23: INVOICE PROCESS.
(a). Payments shall be made by the City to the Contractor when requested as work
progresses for services furnished, but not more than once monthly. Each Work Order shall
be invoiced separately. The Contractor shall render to the City, at the close of each
calendar month, an itemized invoice properly dated, describing all services rendered as
SiteSecure, Inc. — Seminole County Piggyback Agreement 15
Exhibit B, the Project Status Report Form, the cost of the services, the name and address
of the Contractor, Work Order Number, Contract Number and all other information required
by this Agreement.
(b). Invoices which are in an acceptable form to the City and without disputable items will
be processed for payment within thirty (30) days of receipt by the City.
(c). The Contractor will be notified of any disputable items contained in invoices
submitted by the Contractor within fifteen (15) days of receipt by the City with an
explanation of the deficiencies.
(d). The City and the Contractor will make every effort to resolve all disputable items
contained in the Contractor's invoices.
(e). Each invoice shall reference this Agreement, the appropriate Work Order and
Change Order if applicable, the billing period, and include the Project Status Report for the
period being billed. A Project Status Report form is attached as Exhibit B.
(f). The Florida Prompt Payment Act shall apply when applicable.
(g). Invoices are to be forwarded directly to:
Finance Director
City Hall
City of Sanford
300 North Park Avenue
Sanford, Florida 32771
SECTION 24: TERMINATION OF AGREEMENT.
(a). The City may terminate this Agreement or any Work Order for convenience at any
time for one or more of the reasons as follows:
(1). If, in the City's opinion, adequate progress under this Agreement, or a Work
Order, is not being made by the Contractor; or
(2). If, in the City's opinion, the quality of the services provided by the Contractor
is /are not in conformance with commonly accepted professional standards, standards of
the City, the requirements of Federal or State regulatory agencies, and the Contractor has
not corrected such deficiencies in a timely manner as reasonably determined by the City; or
(3). The Contractor or any employee or agent of the Contractor is indicted or has
a direct charge issued against him for any crime arising out of or in conjunction with any
work that has been performed by the Contractor; or
SiteSecure, Inc. — Seminole County Piggyback Agreement 16
(4). The Contractor becomes involved in either voluntary or involuntary
bankruptcy proceedings, or makes an assignment for the benefit of creditors; or
(5). The Contractor violates the standards of conduct provisions herein or any
provision of State or local law or any provision of the City's ethical rules or codes of
conduct.
(b). In the event of any of the causes described in this Section, the City's designated
representative may send a certified letter requesting that the Contractor show cause why
the Agreement or any Work Order should not be terminated. If assurance satisfactory to
the City of corrective measures to be made within a reasonable time is not given to the City
within fourteen (14) calendar days of the receipt of the letter, the City may consider the
Contractor to be in default, and may immediately terminate this Agreement or any Work
Order in progress under this Agreement.
(c). In the event that this Agreement or a Work Order is terminated for cause and it is
later determined that the cause does not exist, then this Agreement or the Work Order shall
be deemed terminated for convenience by the City and the City shall have the right to so
terminate this Agreement without any recourse by the Contractor.
SECTION 25: TERMINATION BY CONTRACTOR FOR CAUSE.
(a). The Contractor may terminate this Agreement if:
(1). The City materially fails to meet its obligations and responsibilities as
contained in Section 14; City Rights and Responsibilities; or
(2). The City fails to pay the Contractor in accordance with this Agreement.
(b). In the event of either of the causes described in Subsection (a), the Contractor shall
send a certified letter requesting that the City show cause why the Agreement should not
be terminated. If adequate assurances are not given to the Contractor within fourteen (14)
calendar days of the receipt of said show cause notice, the Contractor may consider the
City to be in default and may immediately terminate this Agreement.
SECTION 26: TERMINATION BY THE CITY WITHOUT CAUSE.
(a). Notwithstanding any other provision of this Agreement, the City shall have the right
at any time to terminate this Agreement in its entirety without cause, or terminate any
specific Work Order without cause, if such termination is deemed by the City to be in the
public interest, provided that thirty (30) calendar days prior written notice is given to the
Contractor of the City's intent to terminate.
(b). In the event that this Agreement is terminated, the City shall identify any specific
Work Order(s) being terminated and the specific Work Order(s) to be continued to
completion pursuant to the provisions of this Agreement.
SiteSecure, Inc. — Seminole County Piggyback Agreement 17
(c). This Agreement will remain in full force and effect as to all authorized Work Order(s)
that is /are to be continued to completion.
SECTION 27: PAYMENT IN THE EVENT OF TERMINATION.
In the event this Agreement or any Work Order is terminated or canceled prior to final
completion payment for the unpaid portion of the services provided by the Contractor to the
date of termination and any additional services shall be paid to the Contractor.
SECTION 28: ACTION FOLLOWING TERMINATION.
Upon receipt of notice of termination, given by either party, the terminated party shall
promptly discontinue the provision of all services, unless the notice provides otherwise.
SECTION 29: SUSPENSION.
(a). The performance or provision of the Contractor services under any Work Order
under this Agreement may be suspended by the City at any time.
(b). In the event the City suspends the performance or provision of the Contractor's
services hereunder, the City shall so notify the Contractor in writing. Such suspension
becoming effective upon the date stated in the notice. The City shall pay to the Contractor
within thirty (30) days all compensation which has become due to and payable to the
Contractor to the effective date of such suspension. The City shall thereafter have no
further obligation for payment to the Contractor for the suspended provision of services
unless and until the City's designated representative notifies the Contractor in writing that
the provision of the services of the Contractor called for hereunder are to be resumed by
the Contractor.
(c). Upon receipt of written notice from the City that the Contractor's provision of services
hereunder are to be resumed, the Contractor shall continue to provide the services to the
City.
SECTION 30: ALTERNATIVE DISPUTE RESOLUTION (ADR).
(a) In the event of a dispute related to any performance or payment obligation arising
under this Agreement, the parties agree to exhaust any alternative dispute resolution
procedures reasonably imposed by the City prior to filing suit or otherwise pursuing legal
remedies.
(b) The Contractor agrees that it will file no suit or otherwise pursue legal remedies
based on facts or evidentiary materials that were not presented for consideration to the City
in alternative dispute resolution procedures or which the Contractor had knowledge and
failed to present during the City procedures.
SiteSecure, Inc. — Seminole County Piggyback Agreement 18
(c). In the event that City procedures are exhausted and a suit is filed or legal remedies
are otherwise pursued, the parties shall exercise best efforts to resolve disputes through
voluntary mediation. Mediator selection and the procedures to be employed in voluntary
mediation shall be mutually acceptable to the parties. Costs of voluntary mediation shall be
shared equally among the parties participating in the mediation.
SECTION 31: SEVERABILITY /CONSTRUCTION.
(a). If any term, provision or condition contained in this Agreement shall, to any extent,
be held invalid or unenforceable, the remainder of this Agreement, or the application of
such term, provision or condition to persons or circumstances other than those in respect of
which it is invalid or unenforceable, shall not be affected thereby, and each term, provision,
and condition of this Agreement shall be valid and enforceable to the fullest extent
permitted by law when consistent with equity and the public interest.
(b). All provisions of this Agreement shall be read and applied in pari materia with all
other provisions hereof.
(c). Violation of this Agreement by the Contractor is recognized by the parties to
constitute irreparable harm to the City.
(d). The use of the term "Work Order' shall also mean "Purchase Order" in this
Agreement when appropriate in the context and, likewise, the terms "work" or "services"
shall include the provision of goods in the appropriate context.
SECTION 32: CONTROLLING LAWS/VENUE /INTERPRETATION.
(a). This Agreement shall be governed by the laws of the State of Florida.
(b). Venue for any legal proceeding related to this Agreement shall be in the Eighteenth
Judicial Circuit Court in and for Seminole County, Florida.
(c). This Agreement is the result of bona fide arms length negotiations between the City
and the Contractor and all parties have contributed substantially and materially to the
preparation of the Contract. Accordingly, this Agreement shall not be construed or
interpreted more strictly against any one party than against any other party.
SECTION 33: INDEMNITY.
(a). To the fullest extent permitted by law, the Contractor shall indemnify, hold harmless,
and defend the City, its agents, servants, officers, officials, and employees, or any of them,
from and against any and all claims, damages, losses, and expenses including, but not
limited to, attorneys fees and other legal costs such as those for paralegal, investigative,
and legal support services, and the actual costs incurred for expert witness testimony
arising out of or resulting from the performance or provision of services required under this
Agreement, provided that same is caused in whole or part by the error, omission, negligent
SiteSecure, Inc. — Seminole County Piggyback Agreement 19
act, failure to act, malfeasance, misfeasance, conduct, or misconduct of the Contractor, its
agents, servants, officers, officials, employees, or subcontractors. The City does not waive
its right to assert consquential damages against the Contractor.
(b). In accordance with Section 725.06, Florida Statutes, adequate consideration has
been provided to the Contractor for this obligation, the receipt and sufficiency of which is
hereby specifically acknowledged.
(c). Nothing herein shall be deemed to affect the rights, privileges, and immunities of the
City as set forth in Section 768.28, Florida Statutes.
(d). In claims against any person or entity indemnified under this Section by an employee
of the Contractor or its agents or subcontractors, anyone directly or indirectly employed by
them or anyone for whose acts they may be liable, the indemnification obligation under this
Section shall not be limited by a limitation on amount or type of damages, compensation, or
benefits payable by or for the Contractor or its agents or subcontractors, under workers
compensation acts, disability benefits acts, or other employee benefit acts.
(e). The execution of this Agreement by the Contractor shall obligate the Contractor to
comply with the indemnification provision in this Agreement; provided, however, that the
Contractor shall also comply with the provisions of this Agreement relating to insurance
coverages.
SECTION 34: INSURANCE.
(a). The Contractor shall obtain or possess and continuously maintain the following
insurance coverage, from a company or companies, with a Best Rating of A- or better,
authorized to do business in the State of Florida and in a form acceptable to the City and
with only such terms and conditions as may be acceptable to the City:
(1). Workers Compensation /Employer Liability: The Contractor shall provide
Worker Compensation insurance for all employees engaged in the work under this
Agreement in accordance with the laws of the State of Florida. Employers' Liability
Insurance shall be provided with limits not less than the following:
$100,000 Each Accident
$100,000 Disease Each Employee
$500,000 Disease Aggregate
(2). Comprehensive General Liability: The Contractor shall provide coverage for
all operations including, but not limited to, contractual, independent Contractor, products
and complete operations and personal injury with limits not less than the following:
$1,000,000 Bodily Injury & Property Damage - each occurrence
$1,000,000 Personal & Advertising Injury - each occurrence
$2,000,000 General Aggregate
SiteSecure, Inc. — Seminole County Piggyback Agreement 20
$2,000,000 Products /Completed Operations Aggregates limit
$ 5,000 Medical Payments
$ 100,000 Fire Damage Legal Liability
(3). Comprehensive Business Automobile Liability: The Contractor shall provide
complete coverage with a combined single limit of not less than $1,000,000 Bodily Injury
and Property Damage in accordance with the laws of the State of Florida, as to the
ownership, maintenance, and use of all owned, non - owned, leased or hired vehicles.
(4). Professional Liability: The Contractor shall provide professional liability
insurance as well as errors and omission insurance in a minimum amount of $1,000,000
CSL or its equivalent, with a combined single limit of not less than $1,000,000, protecting
the Contractor against claims of the City for negligence, errors, mistakes, or omissions in
the performance of services to be performed and furnished by the Contractor.
(5) Other Required Insurance Coverage: Where unusual operations are
necessary to complete the work, such as Longshoremen and Harbor Workers' Exposures,
use of aircraft or watercraft, use of explosives, and any high risk circumstances. No
aircraft, watercraft or explosives shall be used without the express advance written
approval of the City which may, thereupon, required additional insurance coverages.
(b). All insurance other than Workers Compensation and Professional Liability that must
be maintained by the Contractor shall specifically include the City as an additional insured.
All insurance minimum coverages extend to any subcontractor, and the Contractor shall be
responsible for all subcontractors. The Contractor shall ensure that the City is named as an
insured party in each pertinent insurance policy.
(c). The Contractor shall provide Certificates of Insurance to the City evidencing that all
such insurance is in effect prior to the issuance of the first Work Order under this
Agreement. These Certificates of Insurance shall become part of this Agreement. Neither
approval by the City nor failure to disapprove the insurance furnished by a Contractor shall
relieve the Contractor of the Contractor's full responsibility for performance of any obligation
including the Contractor's indemnification of the City under this Agreement. If, during the
period which an insurance company is providing the insurance coverage required by this
Agreement, an insurance company shall: (1) lose its Certificate of Authority, (2) no longer
comply with Section 440.57, Florida Statutes, or (3) fail to maintain the requisite Best's
Rating and Financial Size Category, the Contractor shall, as soon as the Contractor has
knowledge of any such circumstance, immediately notify the City and immediately replace
the insurance coverage provided by the insurance company with a different insurance
company meeting the requirements of this Agreement. Until such time as the Contractor
has replaced the unacceptable insurer with an insurer acceptable to the City, the Contractor
shall be deemed to be in default of this Agreement.
(d). The insurance coverage shall contain a provision that requires that prior to any
changes in the coverage, except increases in aggregate coverage, thirty days prior notice
SiteSecure, Inc. — Seminole County Piggyback Agreement 21
will be given to the City by submission of a new Certificate of Insurance and appropriate
policy modification.
(e). The Contractor shall provide Certificate of Insurance directly to the City's designated
representative. The certificates shall clearly indicate that the Contractor has obtained
insurance of the type, amount, and classification required by this Agreement.
(f). Nothing in this Agreement or any action relating to this Agreement shall be
construed as the City waiver of sovereign immunity beyond the limits set forth in Section
768.28, Florida Statutes.
(g). The City shall not be obligated or liable under the terms of this Agreement to any
party other than the Contractor. There are no third party beneficiaries to this Agreement.
(h). The Contractor is an independent Contractor and not an agent, representative, or
employee of the City. The City shall have no liability except as specifically provided in this
Agreement.
(i). All insurance shall be primary to, and not contribute with, any insurance or self -
insurance maintained by the City.
0). The provision of insurance coverage shall not in any way cause the Contractor's
indemnification of the City to be reduced in any way or in any respect.
SECTION 35: EQUAL OPPORTUNITY EMPLOYMENT /NON- DISCRIMINATION.
The Contractor agrees that it will not discriminate against any employee or applicant for
employment for work under this Agreement because of race, color, religion, sex, age,
national origin, or disability and shall take affirmative steps to ensure that applicants are
employed and employees are treated during employment without regard to race, color,
religion, sex, age, national origin, or disability. This provision shall include, but not be
limited to, the following: employment, upgrading, demotion or transfer; recruitment
advertising; layoff or termination; rates of pay or their forms or compensation; and selection
for training, including apprenticeship. The Contractor, moreover, shall comply with all the
requirements as imposed by the Americans with Disability Act, the regulations of the
Federal government issued thereunder, and any and all requirements of Federal or State
law related thereto.
SECTION 36: ACCESS TO RECORDS /AUDIT /PUBLIC RECORDS.
(a). The Contractor shall maintain books, records, documents, time and costs accounts,
and other evidence directly related to its provision or performance of services under this
Agreement. All time records and cost data shall be maintained in accordance with
generally accepted accounting principles.
SiteSecure, Inc. — Seminole County Piggyback Agreement 22
(b). The Contractor shall maintain and allow access to the records required under this
Section for a minimum period of five (5) years after the completion of the provision or
performance services under this Agreement and date of final payment for said services, or
date of termination of this Agreement.
(c). The City reserves the right to unilaterally terminate this Agreement if the Contractor
refuses to allow public access to all documents, papers, letters, or other materials subject
to provisions of Chapter 119, Florida Statutes, and other applicable law, and made or
received by the Contractor in conjunction, in any way, with this Agreement.
(d). The City may perform, or cause to have performed, an audit of the records of the
Contractor before or after final payment to support final payment under any Work Order
issued hereunder. This audit shall be performed at a time mutually agreeable to the
Contractor and the City subsequent to the close of the final fiscal period in which services
are provided or performed. Total compensation to the Contractor may be determined
subsequent to an audit as provided for in this Section, and the total compensation so
determined shall be used to calculate final payment to the Contractor. Conduct of this audit
shall not delay final payment as required by this Section.
(e). In addition to the above, if Federal, State, County, or other entity funds are used for
any services under this Agreement, the Comptroller General of the United States or the
Chief Financial Officer of the State of Florida, or the County of Seminole, or any
representative, shall have access to any books, documents, papers, and records of the
Contractor which are directly pertinent to services provided or performed under this
Agreement for purposes of making audit, examination, excerpts, and transcriptions.
(f). In the event of any audit or inspection conducted reveals any overpayment by the
City under the terms of the Agreement, the Contractor shall refund such overpayment to
the City within thirty (30) days of notice by the City of the request for the refund.
(g). The Contractor agrees to fully comply with all State laws relating to public records.
(h). The Contractor agrees that if any litigation, claim, or audit is started before the
expiration of the record retention period established above, the records shall be retained
until all litigation, claims, or audit findings involving the records have been resolved and
final action taken.
SECTION 37: COUNTERPARTS.
This Agreement may be executed in any number of counterparts, each of which shall be
deemed an original, but all of which, taken together, shall constitute one and the same
document.
SECTION 38: SUBMITTALS.
SiteSecure, Inc. — Seminole County Piggyback Agreement 23
This Agreement describes each item that must be provided by the Contractor to the City.
All documents provided to the City by the Contractor must be accurate and updated
certifying that the Contractor is proceeding correctly.
SECTION 39: EXHIBITS.
Each exhibit referred to and attached to this Agreement is an essential part of this
Agreement. The exhibits and any amendments or revisions thereto, even if not physically
attached hereto, shall be treated as if they are part of this Agreement.
IN WITNESS WHEREOF, the parties hereto have made and executed this
Agreement on the respective dates under each signature with the City acting through its
City Commission and the Contractor signing by and through its duly authorized corporate
officer having the full and complete authority to execute same.
ATTEST.'
thorized Corporate Attesting
Corporate Officer
Printed Name and Title
SITE SECURE, INC.
B �Z
Authorized Corporate Office Date
Printed Name and Title OR
ATTEST.'
x ovja��
ia Dougherty, C4 Clerk
-/ -o l
Date
CITY OF SANFORD
Linda Kuh ,Mayor
V - I -- e?
Date
SiteSecure, Inc. — Seminole County Piggyback Agreement 24
r of
CITY OF SANFORD
EXHIBIT B
PROJECT STATUS REPORT
Project Name:
Project Manager:
Status Report Period; From: To:
Phase: Planning ❑ Design ❑ Bidding ❑ Construction ❑
1. In paragraph form, list the current status of the project and work completed this
Billing Period.
2. In paragraph form, list all milestones reached this Billing Period.
3. In paragraph form, list any pending issues or items of note.
Project Manager Signature:
Date:
SiteSecure, Inc. — Seminole County Piggyback Agreement 25
SEMINOLE COUNTY GOVERNMENT
PURCHASING & CONTRACTS DIVISION
ATTN: BOB HUNTER, PROCUREMENT SUPERVISOR
1 101 EAST FIRST STREET, Room 3208
SANFORD, FLORIDA 32771
Ph. 407-665-7119 Fx.407- 665 -7956
LE TTER OF TRANSMITTAL
TO: Site Secure, Inc.
DATE:
February 5, 2009
627 Progress Way
RE:
Sanford, Florida 32771
RFP- 4214- 04/TLR
Amendment #1
DOCUMENT(S) ATTACHED:
Copy of Contract Documents
THE ATTACHED DOCUMENT(S) ARE:
❑ For your signature ® For your records ❑
For your review & comment
❑ For your information ❑ For your use
❑ Returned for ❑ As requested
additional signatures
COMMENTS: If you have any questions please do not hesitate to call me at (407) 665 -7119.
cc: Finance
Project File
SIGNED:
fiw/X'- �
IF ENCLOSURES ARE NOT AS NOTED, KINDLY NOTIFY US AT ONCE.
Procurement Supervisor
OITLGI�W
Agar
A�
Ammer A➢Q
A>
FIRST 111[@iD TO SECQRITY, UmnMUMM am DP==MS afi JMMT
(RFp- 4214- 04 /
8 !7mST ammmmT is made and entered into this 3 day of
20� and is to that certain. Agreement made and
entered into on the 30 day of July, 2004, between SITE SECURE, 3 C-,
whose address is 627 Progress Way, Sanford, Florida 32771, hereinafter
referred to as "CONTRACTOR", and SMIMI= COUP, a political
subdivision of the State of Florida, whose address is Seminole County
Services Building, 1101 East First Street, Sanford, Florida 32771,
hereinafter referred to as "COUNTY'.
WITNESOXTEt
148EREaS, CONTRACTOR and COUNTY entered into the referenced
Agreement on July 30, 2004 for security repair, maintenance and
upgrades; and
1®ERE718, the parties desire to amend the Agreement so as to enable
both parties to continue to enjoy�tual benefits it provides; and
ISizMg, Section 23 of the Agreement provides that any amendments
shall be valid only when expressed in writing and duly signed by the
parties,
Mm, , in consideration of the mutual understandAngs and
agreements contained herein, the parties agree to amend the Agreement as
follows:
T. Section 2 of the Agreement is amended to read:
8ECTI0M 2. TZTM- This Agreement shall take effect on the date of
its execution by the COUNTY and shall run until July 29, 2010.
Expiration of the term of this Agreement shall have no effect upon Work
orders issued pursuant to this Agreement and prior to the expiration
date. obligations entered therein by both parties shall remain in effect
until completion of the work authorized by the Work Order.
GERIIFIED COPY
F irst Amendment to M- 4214 -07iTLe MARYANNE • MQRSE
page 1 of 2 CLERK OF .CIRCUIT COURT
IM.
.. pE CLE
2. Except as herein modified, all terms and conditions of the
Agreement shall remain in full force and effect for the term of the
Agreement, as originally set forth in said Agreement.
ai 1PI'1' um mmuWT, the parties hereto have executed this
instrument for the purpose herein expressed.
ATTEST: SITE SECURE, INC.
. sec etary
RANDY PINKHAM
Vice -President Operations
(CORPORATE SEAL)
Date:
:J / • •.I1 +•' tilt •' �1'
rte- r
Clerk to the B
County Commission ®ra
Seminole County, Flor da.
For that use and reli
of Seminole County only.
Approved as to form and
legal s34ficioncX,
a -Da . V _Ge
: ized for execution
Boars - W Commissioners
at their � � = . 2Q ACC—
regular meeting
AEC /1pk /
12/19/08 1/6/08
P: \users\LSgal socrstary am parchasing 2008 \AQr*smnts \RFP -4214 lam 12- 19- 08.doc
First Asaandowmt to RFP- 4214- 07 /TLR
Paga 2 of 2
SECURITY REPAIRS, MAINTENANCE AND UPGRADES AGREEMENT (RFP- 4214- 04 /TLR)
THIS AGREEMENT is made and entered into this d0 day of
d u 1� 20 , by and between SITE SECURE, INC., duly
authorized to conduct business in the State of Florida, whose address is
627 Progress Way, Sanford, Florida 32771, hereinafter called the
"CONTRACTOR" and SEMINOLE COUNTY, a political subdivision of the State
of Florida, whose address is Seminole County Services Building, 1101
East First Street, Sanford, Florida 32771, hereinafter called the
"COUNTY ".
W I T N E S S E T H:
WHEREAS, the COUNTY desires to retain the services of a competent
and qualified contractor to provide physical and electronic security
systems, programming, repair, maintenance, support, construction, and
installation services in Seminole County; and
WHEREAS, the COUNTY has requested and received expressions of
interest for the retention of services of contractors; and
WHEREAS, the CONTRACTOR is competent and qualified to furnish
services to the COUNTY and desires to provide services according to the
terms and conditions stated herein,
NOW, THEREFORE, in consideration of the mutual understandings and
covenants set forth herein, the COUNTY and the CONTRACTOR agree as
follows:
SECTION 1. SERVICES. The COUNTY does hereby retain the
CONTRACTOR to furnish services and perform those tasks as further
described in the Scope of Services attached hereto as Exhibit "A" and
made a part hereof. Required services shall be specifically enumerated,
described and depicted in the Work Orders authorizing performance of the
specific project, task or study. This Agreement standing alone does not
authorize the performance of any work or require the COUNTY to place any
CERTIFIED COPY
MARYANNE MORSE
CLERK OF CIRCUIT COURT
1 SEM LE COUNTY. FLORIDA
BY
DEPUTY CLERK
� T -
t
orders for work.
SECTION 1. TERM. This Agreement shall take effect on the date of
its execution by the COUNTY and shall run for a period of three (3)
years and, at the sole option of COUNTY, may be renewed for two (2)
successive periods not to exceed one (1) year each. Expiration of the
term of - this Agreement shall have no effect upon Work Orders issued
pursuant to this Agreement and prior to the expiration date. Obliga-
tions entered therein by both parties shall remain in effect until
completion of the work authorized by the Work Order.
SECTION 3. AUTHORIZATION FOR SERVICES. Authorization for per-
formance of professional services by the CONTRACTOR under this Agreement
shall be in the form of written Work Orders issued and executed by the
COUNTY and signed by the CONTRACTOR." A sample Work Order is attached
hereto as Exhibit "B °. Each Work Order shall describe the services
required, state the dates for commencement and completion of work and
establish the amount and method of payment. The Work Orders will be
issued under and shall incorporate the terms of this Agreement. The
COUNTY makes no covenant or promise as to the number of available
projects, nor that, the CONTRACTOR will perform any project for the
COUNTY during the life of this Agreement. The COUNTY reserves the right
to. contract with other parties for the services contemplated by this
Agreement when it is determined by the COUNTY to be in the best interest
of the COUNTY to do so.
SECTION A. TIME FOR COMPLETION. The services to be rendered by
the CONTRACTOR shall be commenced, as specified in such Work Orders as
i
may be issued hereunder, and shall be completed within the time speci-
i
fied therein. In the event the COUNTY determines that significant
benefits would accrue from expediting an otherwise established time
schedule for completion of services under a given Work Order, that Work
2
Order may include a negotiated schedule of incentives based on time
savings.
SECTION S. COMPENSATION. The COUNTY agrees to compensate the
CONTRACTOR for the professional services called for under this Agreement
on either a "Fixed Fee" basis or on a "Time Basis Method ". If a Work
Order is issued under a "Time Basis Method," then CONTRACTOR shall be
compensated in accordance with the rate schedule attached as Exhibit
"C". If a Work Order is issued for a "Fixed Fee Basis," then the
applicable Work Order Fixed Fee amount shall include any and all
reimbursable expenses.
SECTION 6. REIMBURSABLE EXPENSES. If a Work Order is issued on a
"Time Basis Method," then reimbursable expenses are in addition to the
hourly rates. Reimbursable expenses are subject to the applicable "Not -
to- Exceed" or "Limitation of Funds" amount set forth in the Work Order.
Reimbursable expenses may include actual expenditures made by the
CONTRACTOR, his employees or his professional associates in the interest
of the Project for the expenses listed in the following paragraphs:
(a) Expenses of transportation, when traveling in connection with
the Project, based on Sections 112.061(7) and (8) , Florida Statutes, or
their successor; long distance calls and telegrams; and fees paid for
securing approval of authorities having jurisdiction over the Project.
(b) Expense of reproductions, postage and handling of drawings
and specifications.
(c) If authorized in writing in advance by the COUNTY, the cost
of other expenditures made by the CONTRACTOR in the interest of the
Project.
SECTION 7. PAYMENT AND BILLING.
(a) If the Scope of Services required to be performed by a Work
Order is clearly defined, the Work Order shall be issued on a "Fixed
3
Fee"
basis.
The CONTRACTOR shall perform all work
required by
the
Work
Order
but,
in no event, shall the CONTRACTOR be
paid more
than
the
negotiated Fixed Fee amount stated therein.
(b) If the Scope of Services is not clearly defined, the Work
Order may be issued on a "Time Basis Method" and contain a Not -to Exceed
amount. If a Not -to- Exceed amount is provided, the CONTRACTOR shall
perform all work required by the Work Order; but, in no event, shall the
CONTRACTOR be paid more than the Not -to- Exceed amount specified in the
applicable Work Order.
(c) If the Scope of Services is not clearly defined, the Work
Order may be issued on a "Time Basis Method" and contain a Limitation of
Funds amount. The CONTRACTOR is not authorized to exceed that amount
without the prior written approval of the COUNTY. Said approval, if
given by the COUNTY, shall indicate a new Limitation of Funds amount.
The CONTRACTOR shall advise the COUNTY whenever the CONTRACTOR has
incurred expenses on any Work Order that equals or exceeds eighty
percent (80 %) of the Limitation of Funds amount.
(d) For Work Orders issued on a "Fixed Fee Basis," the CONTRACTOR
may invoice the amount due based on the percentage of total Work Order
services actually performed and completed; but, in no event, shall the
invoice amount exceed a percentage of the Fixed Fee amount equal to a
percentage of the total services actually completed. The COUNTY shall
pay the CONTRACTOR ninety percent (90 %) of the approved amount on Work
Orders issued on a "Fixed Fee Basis ".
(e) For Work Orders issued on a "Time Basis Method" with a Not-
to- Exceed amount, the CONTRACTOR may invoice the amount due for actual
work hours performed but, in no event, shall the invoice amount exceed a ■
percentage of the Not -to- Exceed amount equal to a percentage of the
total services actually completed. The COUNTY shall pay the CONTRACTOR
4
ninety percent (90 %) of the approved amount on Work Orders issued on a
"Time Basis Method" with a Not -to- Exceed amount.
(f) Each Work Order issued on a "Fixed Fee Basis" or "Time Basis
Method" with a Not -to- Exceed amount shall be treated separately for
retainage purposes. If the COUNTY determines that work is substantially
complete and the amount retained is considered to be in excess, the
COUNTY may, at its sole and absolute discretion, release the retainage
or any portion thereof.
(g) For Work Orders issued on a "Time Basis Method" with a
Limitation of Funds amount, the CONTRACTOR may invoice the amount due
for services actually performed and completed. The COUNTY shall pay the
CONTRACTOR one hundred percent (100 %) of the approved amount on Work
Orders issued on a "Time Basis Method" with a Limitation of Funds
amount.
(h) Payments shall be made by the COUNTY to the CONTRACTOR when
requested as work progresses for services furnished, but not more than
once monthly. Each Work Order shall be invoiced separately. CONTRACTOR
shall render to COUNTY, at the close of each calendar month, an itemized
invoice properly dated, describing any services rendered, the cost of
the services, the name and address of the CONTRACTOR, Work Order Number,
Contract Number and all other information required by this Agreement.
The original invoice shall be sent to:
Director of County Finance
Seminole County Board of County Commissioners
Post Office Box 8080
Sanford, Florida 32772
A duplicate copy of the invoice shall be sent to:
Environmental Services
500 W. Lake Mary Blvd.
Sanford, Florida 32773
.(i) Payment shall be made after review and approval by COUNTY
within thirty (30) days of receipt of a proper invoice from the
5
CONTRACTOR.
SECTION S. G ENERAL TERMS OF PAYMENT AND BILLINGS.
(a) Upon satisfactory completion of work required hereunder and,
upon acceptance of the work by the COUNTY, the CONTRACTOR may invoice
the COUNTY for the full amount of compensation provided for under the
terms of this Agreement including any retainage and less any amount
already paid by the COUNTY. The COUNTY shall pay the CONTRACTOR within
thirty (30) days of receipt of proper invoice.
(b) The COUNTY may perform or have performed an audit of the
records of the CONTRACTOR after final payment to support final payment
hereunder. This audit would be performed at a time mutually agreeable
to the CONTRACTOR and the COUNTY subsequent to the close of the final
fiscal period in which the last work is performed. Total compensation
to the CONTRACTOR may be determined subsequent to an audit as provided
for in subsections (b) and (c) of this Section, and the total compensa-
tion so determined shall be used to calculate final payment to the
CONTRACTOR. Conduct of this audit shall not delay final payment as
provided by subsection (a) of this Section.
(c) In addition to the above, if federal funds are used for any
work under the Agreement, the Department of Housing and Urban Develop-
ment, the Comptroller General of the United States, or any of their duly
authorized representatives, shall have access to any books, documents,
papers, and records, of the CONTRACTOR which are directly pertinent to
work performed under this Agreement for purposes of making audit,
examination, excerpts and transcriptions.
(d) The CONTRACTOR agrees to maintain all books, documents,
papers, accounting records and other evidences pertaining to work
performed under this Agreement in such a manner as will readily conform
to the terms of this Agreement and to make such materials available at
C�
the CONTRACTOR'S office at all reasonable times during the Agreement
period and for five (5) years from the date of final payment under the
contract for audit or inspection as provided for in subsections (b) and
(c) of this Section.
(e) In the event any audit or inspection conducted after final
payment, but within the period provided in paragraph (d) of this Section
reveals any overpayment by the COUNTY under the terms of the Agreement,
the CONTRACTOR shall refund such overpayment to the COUNTY within thirty
(30) days of notice by the COUNTY.
SECTION 9. RESPONSIBILITIES OF THE CONTRACTOR.
(a) The CONTRACTOR shall be responsible for the professional
quality, technical accuracy, competence, methodology, accuracy and the
coordination of all of the following which are listed for illustration
purposes and not as a limitation: documents, analysis, reports, data,
plans, plats, maps, surveys, specifications, and any and all other
services of whatever type or nature furnished by the CONTRACTOR under
this Agreement. The CONTRACTOR shall, without additional compensation,
correct or revise any errors or deficiencies in his plans, analysis,
data, reports, designs, drawings, specifications, and any and all other
services of whatever type or nature.
(b) Neither the COUNTY'S review, approval or acceptance of, nor
payment for, any of the services required shall be construed to operate
as a waiver of any rights under this Agreement nor of any cause of
action arising out of the performance of this Agreement and the
CONTRACTOR shall be and always remain liable to the COUNTY in accordance
with applicable law for any and all damages to the COUNTY caused by the
CONTRACTOR'S negligent or wrongful performance of any of the services •
furnished under this Agreement.
7
SECTION 10. OWNERSHIP OF DOCUMENTS. All deliverable analysis,
reference data, survey data, plans and reports or any other form of
written instrument or document that may result from the CONTRACTOR'S
services or have been created during the course of the CONTRACTOR'S
performance under this Agreement shall become the property of the COUNTY
after final payment is made to the CONTRACTOR.
SECTION 11. TERMINATION.
(a) The COUNTY may, by written notice to the CONTRACTOR terminate
this Agreement or any Work Order issued hereunder, in whole or in part,
at any time, either for the COUNTY'S convenience or because of the
failure of the CONTRACTOR to fulfill its Agreement obligations. Upon
receipt of such notice, the CONTRACTOR shall:
(1) immediately discontinue all services affected unless
the notice directs otherwise, and
(2) deliver to the COUNTY all data, drawings, specifica-
tions, reports, estimates, summaries, and any and all such other
information and materials of whatever type or nature as may have been
accumulated by the CONTRACTOR in performing this Agreement, whether
completed or in process.
(b) If the termination is for the convenience of the COUNTY, the
CONTRACTOR shall be paid compensation for services performed to the date
of termination. If this Agreement calls for the payment based on a
Fixed Fee amount, the CONTRACTOR shall be paid no more than a percentage
of the Fixed Fee amount equivalent to the percentage of the completion
of work, as determined solely and conclusively by the COUNTY, contem-
plated by this Agreement.
(c) If the termination is due to the failure of the CONTRACTOR to ■
fulfill its Agreement obligations, the COUNTY may take over the work and
prosecute the same to completion by other Agreements or otherwise. In
E3
such case, the CONTRACTOR shall be liable to the COUNTY for all reason-
able additional costs occasioned to the COUNTY thereby. The CONTRACTOR
shall not be liable for such additional costs if the failure to perform
the Agreement arises without any fault or negligence of the CONTRACTOR;
provided, however, that the CONTRACTOR shall be responsible and liable
for the actions of its subcontractors, agents, employees and persons and
entities of a similar type or nature. Such causes may include acts of
God or of the public enemy, acts of the COUNTY in either it's sovereign
or contractual capacity, fires, floods, epidemics, quarantine restric-
tions, strikes, freight embargoes, and unusually severe weather; but, in
every case, the failure to perform must be beyond the control and
without any fault or negligence of the CONTRACTOR.
(d) If, after notice of termination for failure to fulfill its
Agreement obligations, it is determined that the CONTRACTOR had not so
failed, the termination shall be conclusively deemed to have been
effected for the convenience of the COUNTY. In such event, adjustment
in the Agreement price shall be made as provided in subsection (b) of
this Section.
(e) The rights and remedies of the COUNTY provided for in this
Section are in addition and supplemental to any and all other rights and
remedies provided by law or under this Agreement.
SECTION 12. AGREEMENT AND WORK ORDER IN CONFLICT. Whenever the
terms of this Agreement conflict with any Work Order issued pursuant to
it, the Agreement shall prevail.
SECTION 13. EQUAL OPPORTUNITY EMPLOYMENT. The CONTRACTOR agrees
that it will not discriminate against any employee or applicant for
employment for work under this Agreement because of race, color,
religion, sex, age, disability, or national origin and will take steps
to ensure that applicants are employed, and employees are treated during
F
employment, without regard to race, color, religion, sex, age, disabil-
ity, or national origin. This provision shall include, but not be
limited to, the following: employment, upgrading, demotion or transfer;
recruitment advertising; layoff or termination; rates of pay or other
forms of compensation; and selection for training, including appren-
ticeship.
SECTION 14. NO CONTINGENT FEES. The CONTRACTOR warrants that it
has not employed or retained any company or person, other than a bona
fide employee working solely for the CONTRACTOR to solicit or secure
this Agreement and that it has not paid or agreed to pay any person,
company, corporation, individual or firm, other than a bona fide
employee working solely for the CONTRACTOR, any fee, commission,
percentage, gift, or other consideration contingent upon or resulting
from award or making of this Agreement. For the breach or violation of
this provision, the COUNTY shall have the right to terminate the
Agreement at its sole discretion, without liability and to deduct from
the Agreement price, or otherwise recover, the full amount of such fee,
commission, percentage, gift, or consideration.
SECTION 15. CONFLICT OF INTEREST.
(a) The CONTRACTOR agrees that it will not contract for or accept
employment for the performance of any work or service with any individ-
ual, business, corporation or government unit that would create a
conflict of interest in the performance of its obligations pursuant to
this Agreement with the COUNTY.
(b) The CONTRACTOR agrees that it will neither take any action
nor engage in any conduct that would cause any COUNTY employee to
violate the provisions of Chapter 112, Florida Statutes, relating to
ethics in government.
(c) In the event that CONTRACTOR causes or in any way promotes or
10
encourages a COUNTY officer, employee, or agent to violate Chapter 112,
Florida Statutes, the COUNTY shall have the right to terminate this
Agreement.
SECTION 16. ASSIMMENT. This Agreement, or any interest herein,
shall not be assigned, transferred, or otherwise encumbered, under any
circumstances, by the parties hereto without prior written consent of
the other party and in such cases only by a document of equal dignity
herewith.
SECTION 17. SUBCONTRACTORS. In the event that the CONTRACTOR,
during the course of the work under this Agreement, requires the
services of any subcontractors or other professional associates in
connection with services covered by this Agreement, the CONTRACTOR must
first secure the prior express written approval of the COUNTY. If
subcontractors or other professional associates are required in connec-
tion with the services covered by this Agreement, CONTRACTOR shall
remain fully responsible for the services of subcontractors or other
professional associates.
SECTION 18. INDEMNIFICATION OF COUNTY. The CONTRACTOR agrees to
hold harmless, replace, and indemnify the COUNTY, its commissioners,
officers, employees, and agents against any and all claim, losses,
damages or lawsuits for damages, arising from, allegedly arising from,
or related to the provision of services hereunder by the CONTRACTOR,
whether caused by the CONTRACTOR or otherwise. This hold harmless,
release and indemnification shall include any claim based on negligence,
action or inaction of the parties.
SECTION 19. INSURANCE.
(a) GENERAL The CONTRACTOR shall at the CONTRACTOR'S own cost,
procure the insurance required under this Section.
11
(1) The CONTRACTOR shall furnish the COUNTY with a Certifi-
cate of Insurance signed by an authorized representative of the insurer
evidencing the insurance required by this Section (Professional Liabil-
ity, Workers' Compensation /Employer's Liability and Commercial General
Liability). The COUNTY, its officials, officers, and employees shall be
named additional insured under the Commercial General Liability policy.
The Certificate of Insurance shall provide that the COUNTY shall be
given not less than thirty (30) days written notice prior to the
cancellation or restriction of coverage. Until such time as the
insurance is no longer required to be maintained by the CONTRACTOR, the
CONTRACTOR shall provide the COUNTY with a renewal or replacement
Certificate of Insurance not less than thirty (30) days before expira-
tion or replacement of the insurance for which a previous certificate
has been provided.
(2) The Certificate shall contain a statement that it is
being provided in accordance with the Agreement and that the insurance
is in full compliance with the requirements of the Agreement. In lieu
of the statement on the Certificate, the CONTRACTOR shall, at the option
of the COUNTY submit a sworn, notarized statement from an authorized
representative of the insurer that the Certificate is being provided in
accordance with the Agreement and that the insurance is in full compli-
ance with the requirements of the Agreement. The Certificate shall have
this Agreement number clearly marked on its face.
(3) In addition to providing the Certificate of Insurance,
if required by the COUNTY, the CONTRACTOR shall, within thirty (30) days
after receipt of the request, provide the COUNTY with a certified copy
of each of the policies of insurance providing the coverage required by
this Section.
12
(4) Neither approval by the COUNTY nor failure to disap-
prove the insurance furnished by a CONTRACTOR shall relieve the
CONTRACTOR of the CONTRACTOR'S full responsibility for performance of
any obligation including CONTRACTOR indemnification of COUNTY under this
Agreement.
(b) INSURANCE COMPANY REQUIREMENTS Insurance companies provid-
ing the insurance under this Agreement must meet the following require-
ments:
(1) Companies issuing policies other than Workers' Compen-
sation, must be authorized to conduct business in the State of Florida
and prove same by maintaining Certificates of Authority issued to the
companies by the Department of Insurance of the State of Florida.
Policies for Workers' Compensation may be issued by companies authorized
as a group self - insurer by Section 440.57, Florida Statutes.
(2) In addition, such companies other than those authorized
by Section 440.57, Florida Statutes, shall have and maintain a Best's
Rating of "A" or better and a Financial Size Category of "VII" or better
according to A.M. Best Company.
(3) If, during the period which an insurance company is
providing the insurance coverage required by this Agreement, an insur-
ance company shall: 1) lose its Certificate of Authority, 2) no longer
comply with Section 440.57, Florida Statutes, or 3) fail to maintain the
requisite Best's Rating and Financial Size Category, the CONTRACTOR
shall, as soon as the CONTRACTOR has knowledge of any such circumstance,
immediately notify the COUNTY and immediately replace the insurance
coverage provided by the insurance company with a different insurance
company meeting the requirements of this Agreement. Until such time as
the CONTRACTOR has replaced the unacceptable insurer with an insurer
acceptable to the COUNTY the CONTRACTOR shall be deemed to be in default
13
of this Agreement.
(c) SPECIFICATIONS Without limiting any of the other obliga-
tions or liability of the CONTRACTOR, the CONTRACTOR shall, at the
CONTRACTOR'S sole expense, procure, maintain and keep in force amounts
and types of insurance conforming to the minimum requirements set forth
in this subsection. Except as otherwise specified in the Agreement, the
insurance shall become effective prior to the commencement of work by
the CONTRACTOR and shall be maintained in force until the Agreement
completion date. The amounts and types of insurance shall conform to
the following minimum requirements.
(1) Workers' Compensation/Employer's Liability
(A) The CONTRACTOR'S insurance shall cover the
CONTRACTOR for liability which would be covered by the latest edition of
the standard Workers' Compensation Policy, as filed for use in Florida
by the National Council on Compensation Insurance, without restrictive
endorsements. The CONTRACTOR will also be responsible for procuring
proper proof of coverage from its subcontractors of every tier for
liability which is a result of a Workers' Compensation injury to the
subcontractor's employees. The minimum required limits to be provided
by both the CONTRACTOR and its subcontractors are outlined in subsection
(c) below. In addition to coverage for the Florida Workers' Compensa-
tion Act, where appropriate, coverage is to be included for the United
States Longshoremen and Harbor Workers' Compensation Act, Federal
Employers' Liability Act and any other applicable federal or state law.
(B) Subject to the restrictions of coverage found in
the standard Workers' Compensation Policy, there shall be no maximum
limit on the amount of coverage for liability imposed by the Florida
Workers' Compensation Act, the United States Longshoremen's and Harbor
Workers' Compensation Act, or any other coverage customarily insured
14
under Part One of the standard Workers' Compensation Policy.
(C) The minimum amount of coverage under Part Two of
the standard Workers' Compensation Policy shall be:
$ 500,000.00 (Each Accident)
$1,000,000.00 (Disease- Policy Limit)
$ 500,000.00 (Disease -Each Employee)
(2) Commercial General Liability.
(A) The CONTRACTOR'S insurance shall cover the
CONTRACTOR for those sources of liability which would be covered by the
latest edition of the standard Commercial General Liability Coverage
Form ( ISO Form CG 00 01) , as filed for use in the State of Florida by
the Insurance Services Office, without the attachment of restrictive
endorsements other than the elimination of Coverage C, Medical Payment
and the elimination of coverage for Fire Damage Legal Liability.
(B) The minimum limits to be maintained by the
CONTRACTOR (inclusive of any amounts provided by an Umbrella or Excess
policy) shall be as follows:
General Aggregate $Three (3) Times the
Each Occurrence Limit
Personal & Advertising $1,000,000.00
Injury Limit
Each Occurrence Limit $1,000,000.00
(3) Professional Liability Insurance The CONTRACTOR shall
carry limits of not less than ONE MILLION AND N01100 DOLLARS
($1,000,000.00).
(d) COVERAGE The insurance provided by CONTRACTOR pursuant to
this Agreement shall apply on a primary basis and any other insurance or
self - insurance maintained by the COUNTY or the COUNTY'S officials,
officers, or employees shall be excess of and not contributing with the
insurance provided by or on behalf of the CONTRACTOR.
15
(e) OCCURRENCE BASIS The Workers' Compensation Policy and the
Commercial General Liability required by this Agreement shall be
provided on an occurrence rather than a claims -made basis. The Profes-
sional Liability insurance policy must either be on an occurrence basis,
or, if a claims -made basis, the coverage must respond to all claims
reported within three (3) years following the period for which coverage
is required and which would have been covered had the coverage been on
an occurrence basis.
(f) OBLIGATIONS Compliance with the foregoing insurance
requirements shall not relieve the CONTRACTOR, its employees or agents
of liability from any obligation under a Section or any other portions
of this Agreement.
SECTION 20. ALTERNATIVE DISPUTE RESOLUTION (ADR).
(a) In the event of a dispute related to any performance or
payment obligation arising under this Agreement, the parties agree to
exhaust COUNTY ADR procedures prior to filing suit or otherwise pursuing
legal remedies. COUNTY ADR procedures for proper invoice and payment
disputes are set forth in Section 55.1, "Prompt Payment Procedures,"
Seminole County Administrative Code. Contract claims include all
controversies, except disputes addressed by the "Prompt Payment Proce-
dures," arising under this Agreement with ADR procedures set forth in
Section 220.102, "Contract Claims," Seminole County Code.
(b) CONTRACTOR agrees that it will file no suit or otherwise
pursue legal remedies based on facts or evidentiary materials that were
not presented for consideration in the COUNTY ADR procedures set forth
in subsection (a) above of which the CONTRACTOR had knowledge and failed
to present during the COUNTY ADR procedures.
(c) In the event that COUNTY ADR procedures are exhausted and a
suit is filed or legal remedies are otherwise pursued, the parties shall
16
exercise best efforts to resolve disputes through voluntary mediation.
Mediator selection and the procedures to be employed in voluntary
mediation shall be mutually acceptable to the parties. Costs of
voluntary mediation shall be shared equally among the parties partici-
pating in the mediation.
SECTION 21. REPRESENTATIVES OF THE COUNTY AND THE CONTRACTOR.
(a) It is recognized that questions in the day -to -day conduct of
performance pursuant to this Agreement will arise. The COUNTY, upon
request by the CONTRACTOR, shall designate in writing and shall advise
the CONTRACTOR in writing of one (1) or more of its employees to whom
all communications pertaining to the day -to -day conduct of this Agree-
ment shall be addressed. The designated representative shall have the
authority to transmit instructions, receive information and interpret
and define the COUNTY'S policy and decisions pertinent to the work
covered by this Agreement.
(b) The CONTRACTOR shall, at all times during the normal work
week, designate or appoint one or more representatives of the CONTRACTOR
who are authorized to act in behalf of and bind the CONTRACTOR regarding
all matters involving the conduct of the performance pursuant to this
Agreement and shall keep the COUNTY continually and effectively advised
of such designation.
SECTION 22. ALL PRIOR AGREEMENTS SUPERSEDED. This document
incorporates and includes all prior negotiations, correspondence,
conversations, agreements or understandings applicable to the matters
contained herein and the parties agree that there are no commitments,
agreements or understandings concerning the subject matter of this
Agreement that are not contained or referred to in this document.
Accordingly, it is agreed that no deviation from the terms hereof shall
be predicated upon any prior representations or agreements, whether oral
17
or written.
SECTION 23. MODIFICATIONS, AMENDMENTS OR ALTERATIONS. No modifi-
cation, amendment or alteration in the terms or conditions contained
herein shall be effective unless contained in a written document
executed with the same formality and of equal dignity herewith.
SECTION 24. INDEPENDENT CONTRACTOR. It is agreed that nothing
herein contained is intended or should be construed as in any manner
creating or establishing a relationship of co- partners between the
parties, or as constituting the CONTRACTOR (including its officers,
employees, and agents) the agent, representative, or employee of the
COUNTY for any purpose, or in any manner, whatsoever. The CONTRACTOR is
to be and shall remain forever an independent contractor with respect to
all services performed under this Agreement.
SECTION 25. EMPLOYEE STATUS. Persons employed by the CONTRACTOR
in the performance of services and functions pursuant to this Agreement
shall have no claim to pension, workers' compensation, unemployment com-
pensation, civil service or other employee rights or privileges granted
to the COUNTY'S officers and employees either by operation of law or by
the COUNTY.
SECTION 26. SERVICES NOT PROVIDED FOR. No claim for services
furnished by the CONTRACTOR not specifically provided for herein shall
be honored by the COUNTY.
SECTION 27. PUBLIC RECORDS LAW. CONTRACTOR acknowledges COUNTY'S
obligations under Article I, Section 24, Florida Constitution and
Chapter 119, Florida Statutes, to release public records to members of
the public upon request. CONTRACTOR acknowledges that COUNTY is required
to comply with Article I, Section 24, Florida Constitution and Chapter •
119, Florida Statutes, in the handling of the materials created under
this Agreement and that said statute controls over the terms of this
18
Agreement.
SECTION 28. COMPLIANCE WITH LAWS AND REGULATIONS. In providing
all services pursuant to this Agreement, the CONTRACTOR shall abide by
all statutes, ordinances, rules, and regulations pertaining to, or
regulating the provisions of, such services, including those now in
effect and hereafter adopted. Any violation of said statutes, ordi-
nances, rules, or regulations shall constitute a material breach of this
Agreement, and shall entitle the COUNTY to terminate this Agreement
immediately upon delivery of written notice of termination to the
CONTRACTOR.
SECTION 29. NOTICES. Whenever either party desires to give
notice unto the other, it must be given by written notice, sent by
registered or certified United States mail, with return receipt request-
ed, addressed to the party for whom it is intended at the place last
specified and the place for giving of notice shall remain such until it
shall have been changed by written notice in compliance with the
provisions of this Section. For the present, the parties designate the
following as the respective places for giving of notice, to -wit:
FOR COUNTY:
Environmental Services
500 W. Lake Mary Blvd.
Sanford, FL 32773
FOR CONTRACTOR:
Site Secure, Inc.
627 Progress Way
Sanford, FL 32771
SECTION 30. RIGHTS AT LAW RETAINED. The rights and remedies of
the COUNTY, provided for under this Agreement, are in addition and
supplemental to any other rights and remedies provided by law.
IN WITNESS WHEREOF, the parties hereto have made and executed this
Agreement on the date below written for execution by the COUNTY.
19
ATTEST:
�
(CORPORATE SEAL)
ATTEST:
MORSE
#Cerk to the Board �of
County Commissioners of
Seminole County, Florida.
For use and reliance
of Seminole County only.
Approved as to form and
legal suffi nc
County Itorney
AC /lpk
6/22/04
RFP -4214
3 Attachments:
Exhibit "A" - Scope of Services
Exhibit "B" - Sample Work Order
Exhibit "C" - Rate Schedule
SITE SECURE, INC.
qa Q�R�_ X_
R. ANDREW BOWMAN, P.E.
Vice - President Operations
Date:
BOARD OF COUNTY COMMISSIONERS
NOLE COUNTY FLORIDA
By: _
DARYL G. 4tLAIN, Chairman
Date:
As authorized for execution by
the Board f unt Commiss ners
at their / 20D�
regular m tin .
20
Physical and Electronic Security Systems
Programming, Repair, Maintenance, Support,
Construction and Installation Services
PURPOSE
It is the intent of Seminole County to secure qualified vendor for the purpose of
awarding various Physical and Electronic Security repair, refurbishment and
replacement projects. The successful Proposer shall furnish all materials,
equipment, labor and supervision as necessary to design, construct and install
the assigned repair, refurbishment and replacement Security System project(s).
The successful Proposer shall supply physical, technical and programming
services for the purpose of maintaining and optimizing various security systems
within Seminole County facilities.
SPECIAL CONDITIONS
A. All Proposers shall be required to submit proof of current licenses or
certifications as required below:
1. The vendor shall be an authorized ThermalSiteTM Value Added Reseller
2. The vendor shall be an authorized PCSC Dealer and have no less than
two factory trained technicians in the installation and service of IQ /Ultimate
Series hardware and programming with UNC -PLUS software.
3. The vendor shall be an authorized Verint / Loronix Integrator and have no
less than two factory trained technicians in the installation and service of
Loronix DVR hardware and programming with CCTVware software.
4. The vendor shall be a Florida Electrical Contractor. (EF or EC Minimum)
5. The vendor shall be a Florida Certified General Contractor (CG).
6. The vendor shall maintain on staff, a minimum of two (2) Florida Licensed
Professional Engineers.
7. The vendor shall maintain on staff, a RAM -W certified employee with
experience in performing Vulnerability Assessments for Water Treatment
facilities
8. The vendor shall maintain on staff, a minimum of one employee that is
NICET certified at each of the following levels. Level II (technicians), Level
III (supervision) and Level IV (management)
9. The vendor shall maintain on staff or utilize a Cisco CCNP Certified
professional when interacting with the security communications network.
The vendor shall utilize "Like for Like" parts for all existing systems which
may affect the security communications network. For all new systems and
system enhancements, all parts shall be supplied by a Cisco Premier
Partner
B. All Proposers shall submit references for the following:
1. The vendor must have completed a minimum of one (1) PCSC access
control installation within the last eighteen (18) months.
2. The vendor must have completed a minimum of one (1) video surveillance
system utilizing thermal imaging cameras within the last eighteen (18)
months.
References shall include the name and locations of projects, name, title and
telephone number of contact person.
C. Response Time:
1. The vendor must maintain an inventory of applicable PCSC, Loronix,
Bosch and Thermal Site TM parts and provide delivery within four (4) hours
for inoperable systems and delivery within 10 days for non- emergency
needs.
2. The vendor must be able to provide service twenty -four (24) hours per
day, including weekends and holidays. During emergencies the vendor
must be able to respond within four (4) hours of notification and within
forty -eight (48) hours of notification for non - emergency service.
PROJECT ASSIGNMENT AND PRICING:
For each project, the vendor shall submit a complete written estimate prior to
initiation of any work. A representative from Seminole County shall evaluate the
estimate and, if found acceptable, authorize the vendor to proceed in writing. The
County shall not honor any unauthorized charges.
SUB - CONTRACTORS, PERMITS AND PARTS:
1. Sub - contractors shall only be utilized after receiving written approval from the
County. Charges for sub - contractors shall be marked up the bid schedule
amount and the vendor shall provide support documentation of sub-
contractors charges.
2. The vendor shall be responsible to apply for and obtain all permits required to
complete the assigned projects. Charges for permits fees shall not be marked
up and the vendor shall provide support documentation of all permit fee
charges.
3. All PCSC, Loronix and Thermal Site TM parts shall be priced according to bid
schedule.
4. All other parts necessary to complete the assigned projects shall be marked
up a maximum percentage as shown on the bid schedule form. Prices of all
parts shall include delivery costs to Seminole County. The vendor shall be
able to include proof of material costs with vendor invoice to the County.
SCOPE OF WORK:
1. The vendor shall design, construct, furnish and install all control and
associated equipment as specified to perform the intended function on an as
required basis. Work shall include the following: all labor, materials and
equipment to complete the design; manufacturing expenses and factory tests;
delivery to the site; programming; interfacing with all existing alarm, access
control, video and security systems; calibration; installation; system start -up
services; training; and incidentals required to completely furnish and install
security equipment at Seminole County's facilities as designated.
2. The vendor shall supply technical and programming services on an as
required basis to troubleshoot and optimize Seminole County's existing alarm,
access control, video and security systems. These services shall be charged
on an hourly basis per the bid schedule.
3. The vendor shall supply technical telephone support services on an as
required basis. This telephone support shall be charged for on a per call base
rate for the first thirty (30) minutes and then in fifteen minute increments. At
the start of each telephone support session, the vendor shall assign a "Case
Number' and log the start time and completion time. Billing shall be based on
these logs.
QUANTITIES:
The estimated quantities are given only as a guideline for preparing your bid and
should not be construed as representing actual quantities to be purchased under
this contract.
TECHNICAL SUPPORT:
The Contractor shall provide technical support such as cost estimates, advice
pertaining to the advisability of repair versus replacement, life expectancy, and
maintenance recommendations at no additional costs to the County.
EMERGENCY SERVICES:
1. Emergency Services are those services initiated during non- normal business
hours and require priority response. Emergency Service shall be billed at the
scheduled hourly rates plus emergency service multiplier. Planned or
scheduled work during non- business hours shall not be considered
emergency service and shall be invoiced at the normal scheduled rates.
2. Normal Business Hours under this agreement are Monday through Friday,
0700 through 1700 hours, excluding published County holidays.
3. The vendor shall maintain an 24 hour, 365 day answering service for
incoming service calls. The vendor shall provide a contact list for after -hours
emergency service and provide a means of logging all service calls.
4. The vendor shall pay a $250.00 per incident penalty for not responding within
the contracted 4 hour emergency response time and $150.00 per incident 48
hour non - emergency response.
PROGRAMMING SERVICES:
Programming services shall include alarm, access control, video and security
systems programming. The hourly rates for these services shall include all
application and documentation files being supplied to Seminole County on
electronic media.
SECURITY
All work completed must comply with Seminole County Security Policies and
Procedures. Selected vendor must coordinate all work with Seminole County
Technical Team as applicable prior to commencement.
Board of County Commissioners WORK ORDER
SEMINOLE COUNTY FLORIDA Work Order Number:
Master Agreement No.: RFP- 4214- 04/TLR Dated:
Contract Title: Secures Repairs, Maintenance & Upgrades
Pro'ect Title:
Consultant:
Address:
ATTACHMENTS TO THIS WORK ORDER: METHOD OF COMPENSATION:
[ ] drawings /plans /specifications [ ] fixed fee basis
[ ] scope of services [ ] time basis- not -to- exceed
[ ] special conditions [ ] time basis - limitation of funds
[1
TIME FOR COMPLETION: The services to be provided by the CONTRACTOR shall commence upon execution of
this Agreement by the parties and shall be completed within "X" (days, months, years) of the effective date of
this agreement. Failure to meet the completion date may be grounds for Termination for Default.
Work Order Amount: DOLLARS ($ }
IN WITNESS WHEREOF, the parties hereto have made and executed this Work Order on this day of
,20 for the purposes stated herein. (THIS sECrton TO BE MMPLETED BY THE 00U4rY)
ATTEST: SITE SECURE, INC.
, Corporate Secretary
(CORPORATE SEAL)
---- - - - - -- * * * * * * * * **
WITNESSES:
(Contracts Analyst, print name)
(Contracts Analyst, print name)
Work Order — Contracts, Rev 211/10/03
As authorized by Section 330.3, Seminole
County Administrative Code.
Page 1 of 2
By:
R. ANDREW BOWMAN, P.E., President
----- - - - - -- * * * * * * * * ** ---- - - - - --
BOARD OF COUNTY COMMISSIONERS
SEMINOLE COUNTY, FLORIDA
By:
Peter W. Maley, Contracts Supervisor
Date:
WORK ORDER
TERMS AND CONDITIONS
a) Execution of this Work Order by the COUNTY shall serve as authorization for the CONSULTANT to
provide, for the stated project, professional services as set out in the Scope of Services attached as
Exhibit "A" to the Master Agreement cited on the face of this Work Order and as further delineated in
the attachments listed on this Work Order.
b) Term: This work order shall take effect on the date of its execution by the County and expires upon
final delivery, inspection, acceptance and payment unless terminated earlier in accordance with the
Termination provisions herein.
c) The CONSULTANT shall provide said services pursuant to this Work Order, its Attachments, and the
cited Master Agreement (as amended, if applicable) which is incorporated herein by reference as if it
had been set out in its entirety.
d) Whenever the Work Order conflicts with the cited Master Agreement, the Master Agreement shall
prevail.
e) METHOD OF COMPENSATION - If the compensation is based on a:
(i) FIXED FEE BASIS, then the Work Order Amount becomes the Fixed Fee Amount and the
CONSULTANT shall perform all work required by this Work Order for the Fixed Fee Amount.
The Fixed Fee is an all- inclusive Firm Fixed Price binding the CONSULTANT to complete the
work for the Fixed Fee Amount regardless of the costs of performance. In no event shall
the CONSULTANT be paid more than the Fixed Fee Amount.
(ii) TIME BASIS WITH A NOT -TO- EXCEED AMOUNT, then the Work Order Amount becomes the
Not -to- Exceed Amount and the CONSULTANT shall perform all the work required by this
Work Order for a sum not exceeding the Not -to- Exceed Amount. In no event is the
CONSULTANT authorized to incur expenses exceeding the not -to- exceed amount without
the express written consent of the COUNTY. Such consent will normally be in the form of
an amendment to this Work Order. The CONSULTANT's compensation shall be based on
the actual work required by this Work Order and the Labor Hour Rates established in the
Master Agreement.
(iii) TIME BASIS WITH A LIMITATION OF FUNDS AMOUNT, then the Work Order Amount
becomes the Limitation of Funds amount and the CONSULTANT is not authorized to exceed
the Limitation of Funds amount without prior written approval of the COUNTY. Such
approval, if given by the COUNTY, shall indicate a new Limitation of Funds amount. The
CONSULTANT shall advise the COUNTY whenever the CONSULTANT has incurred expenses
on this Work Order that equals or exceeds eighty percent (80 %) of the Limitation of Funds
amount. The CONSULTANT's compensation shall be based on the actual work required by
this Work Order and the Labor Hour Rates established in the Master Agreement.
f) Payment to the CONSULTANT shall be made by the COUNTY in strict accordance with the payment
terms of the referenced Master Agreement.
g) It is expressly understood by the CONSULTANT that this Work Order, until executed by the COUNTY,
does not authorize the performance of any services by the CONSULTANT and that the COUNTY, prior to
its execution of the Work Order, reserves the right to authorize a party other than the CONSULTANT to
perform the services called for under this Work Order; if it is determined that to do so is in the best
interest of the COUNTY.
h) The CONSULTANT shall sign the Work Order first and the COUNTY second. This Work Order becomes
effective and binding upon execution by the COUNTY and not until then. A copy of this Work Order will
be forwarded to the CONSULTANT upon execution by the COUNTY.
Work Order — Contracts, Rev 2 11/10/03
Page 2 of 2
_ 9 teSecurre inc.
W 54'Wer-&Integmtom
September 10, 2008
Seminole County Government
Purchasing and Contracts Division
1101 East First Street, Room 3208
Sanford, FL 32771
Attn: Bob Hunter
Re: Agreement #RFP- 4214- 04/TLR
Dear Mr. Hunter,
simiacwt, kr.
027 Pmnss way
Sw td, FL 32771
Td: 407 -3284=
Toll Freer 1177 -748 -3123
Fat.407 -Me -0340
Toll Free F= 1-077- 7403122
W WW.MSwtff&cwn
We a mafh. bhunter@sem/nolecoun".gov
Per the above referenced contract with Seminole County, we will be raising the labor rates
5.6%. Please refer to Section 5.2 of this contract and reference the Consumer Price Index
(CPI) for the year ending July 2008 as 5.6 %. The new rates will be effective starting with any
new proposals Including any service or maintenance work requested hereinafter today's
date. The new rates are as follows:
Litre
Number
Dowlipopp
Units
Old
.Rate
Now Rate
7
Project Management (M
Hours
$
107.50
$
113.62
8
Installation Foreman (111)
Hours
$
$9.95
$
94.99
9
Installation Technician (11)
Hours
;
74.59
S
78.77
10
Installation Technician (helper)
Hours
$
60.33
$
63.71
11
System ErW$neer/Designer
Hours
$
104.20
$
110.04
12
Design Engineering P.E.
Hours
3
128.16
$
133.21
13
Design Enginwering non -P.E.
Hours
$
115.18
$
121.03
14
Draftsman / CAD Technician
Hours
$
71.30
;
76.29
Clerical
Hours
$
25.60
;
27.03
Thank you for your continued support and as always, we look forward to working with you. if
you have any questions concerning this change, please do not hesitate to contact me.
Sincerely,
M. Craig Bowman, P.E.
Sr. Account Manager
C: At Mitchell, Frank Raymond — Facilities Maint., Tom Owens -- Environmental Services
ru G3l?g St3C8 Of the F` Sr'a J? Y, Contrai. CU Fire WCajf f t {l t .nil' iAC- 4tions Equipa!Wtt slid .Nxe% ie!'t tkm
rk : C_G, T15064146 FF W-P715 PE iN :!970
G !NI.l4t1n55_N