Contract 2021-089ADocuSign Envelope ID: AA7B9877-OAAO-4FBA-A5F6-1 F6D35C6F686
#2021-089-A
AGREEMENT NO. 2021-089 FOR
VIDEO SURVEILLANCE AND ACCESS CONTROL SECURITY SYSTEM
INSTALLATION, MAINTENANCE, REPAIRS AND UPGRADES
THIS AGREEMENT, is made and entered into this 22nd day of November
2021, by and between the CITY OF CLERMONT, FLORIDA, a municipal corporation
under the laws of the State of Florida whose address is: 685 W. Montrose Street, Clermont,
Florida, (hereinafter referred to as "CITY"), and Miller Electric Company, whose address
is: 6805 Southpoint Parkway, Jacksonville, Florida 32216, (hereinafter referred to as
"CONTRACTOR").
WHEREAS, Osceola County through the public procurement process awarded an
Agreement for Video Surveillance and Access Control Security System Services, Osceola
County Contract Number RFP-21-12227-TP;
WHEREAS, CITY desires to utilize the above -referenced awarded bid, CONTRACTOR's
response thereto and Agreement in accordance with CITY's procurement policy; and
WHEREAS, CONTRACTOR desires to enter into a contract with CITY based on the terms
and conditions of the Osceola County Contract Number RFP-21-12227-TP;
WITNESSETH: That the parties hereto, for the consideration hereinafter set forth,
mutually agree as follows:
ARTICLE 1— SCOPE OF WORK
The CONTRACTOR shall furnish Video Surveillance and Access Control Security System
Installation, Maintenance, Repairs and Upgrades as described in the Osceola County
Contract Number RFP-21-12227-TP, which is attached hereto and incorporated herein as
Exhibit "A" and shall perform everything required by this Agreement and the other exhibits
attached hereto. Provided, however, that nothing herein shall require CITY to purchase or
acquire any items or services from CONTRACTOR that is not specified in the CITY's
purchase order. To the extent of a conflict between this Agreement and Exhibit "A", the
terms and conditions of this Agreement shall prevail and govern. In all instances the CITY
purchasing policy, resolutions and ordinances shall apply.
ARTICLE 2 — THE CONTRACT SUM
CITY shall pay CONTRACTOR, for the faithful performance of the Agreement as set forth
in the Agreement documents and the Unit Price Schedule as set forth in Exhibit "B",
attached hereto and incorporated herein.
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ARTICLE 3 — TERM AND TERMINATION
3.1. This Agreement is to become effective upon execution by both parties, and shall
remain in effect until April 30, 2024 unless terminated or renewed by Osceola
County.
3.2. Notwithstanding any other provision of this Agreement, CITY may, upon written
notice to CONTRACTOR, terminate this Agreement: a) without cause and for
CITY's convenience upon thirty (30) days written notice to CONTRACTOR b) if
CONTRACTOR is adjudged to be bankrupt; c) if CONTRACTOR makes a general
assignment for the benefit of its creditors; d) CONTRACTOR fails to comply with
any of the conditions of provisions of this Agreement; or e) CONTRACTOR is
experiencing a labor dispute, which threatens to have a substantial, adverse impact
upon the performance of this Agreement, without prejudice to any other right or
remedy CITY may have under this Agreement. In the event of such termination,
CITY shall be liable only for the payment of all unpaid charges, determined in
accordance with the provisions of this Agreement, for work, properly performed
and accepted prior to the effective date of termination.
3.3. Upon mutual Agreement of the parties, this Agreement may be renewed.
ARTICLE 4 — PROVISION OF SERVICES AND COMPLETION OF WORK
4.1. The CONTRACTOR shall only provide to CITY Video Surveillance and Access
Control Security System Installation, Maintenance, Repairs and Upgrades upon
receipt of an authorized order from CITY and shall provide the requested items in
the timeframe and as set forth in Osceola County Contract Number RFP-21-12227-
TP or in the specific purchase order or authorized order submitted by CITY.
Nothing herein shall obligate CITY to purchase any specific amount of product
from CONTRACTOR or create an exclusive purchase agreement between CITY
and CONTRACTOR. CITY shall not be obligated or required to pay for any items
received until such time as CITY has accepted the items in accordance with the
order provided to CONTRACTOR.
4.2. CONTRACTOR, upon receipt of an order hereunder, shall immediately notify
CITY if it has an issue or question related to the fulfillment of the order or whether
there will be any delay in providing the items requested. Failure of
CONTRACTOR to so notify CITY will preclude CONTRACTOR from seeking
payment of any kind for any items that were delayed in delivery. Upon receipt of
notification of the delay, CITY may at its sole option cancel the order and seek the
items from any available source.
4.3. It is expressly understood and agreed that the passing, approval and/or acceptance
of any gasoline, diesel, kerosene, LP gas and bio-diesel herein by CITY or by any
agent or representative as in compliance with the terms of this Contract shall not
operate as a waiver by the CITY of strict compliance with the terms of this Contract
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and the CITY may require the CONTRACTOR replace the accepted gasoline,
diesel, kerosene, LP gas and bio-diesel so as to comply with the warranties and
specifications hereof.
4.4. COMPANY specifically acknowledges that this Contract does not bind or obligate
CITY to purchase any minimum quantity of product during the term hereof.
ARTICLE 5 — PAYMENTS
In accordance with the provisions fully set forth in the Contract Documents,
CONTRACTOR shall submit an invoice to CITY upon completion of the services and
delivery of products to CITY as set forth in the applicable purchase order. CITY shall make
payment to the CONTRACTOR for all accepted deliveries and undisputed product
delivered and services provided, within thirty (30) calendar days of receipt of the invoice.
ARTICLE 6 — DISPUTE RESOLUTION - MEDIATION
6.1. Any claim, dispute or other matter in question arising out of or related to this
Agreement shall be subject to mediation as a condition precedent to voluntary
arbitration or the institution of legal or equitable proceedings by either party.
6.2. The CITY and CONTRACTOR shall endeavor to resolve claims, disputes and
other matters in question between them by mediation.
6.3 The parties shall share the mediator's fee and any filing fees equally. The mediation
shall be held in Clermont, Lake County, Florida, unless another location is mutually
agreed upon. Agreements reached in mediation shall be enforceable as settlement
Agreements in any court having jurisdiction thereof.
ARTICLE 7 — INSURANCE AND INDEMNIFICATION RIDER
7.1. Worker's Com ensation Insurance — The CONTRACTOR shall take out and
maintain during the life of this Agreement, Worker's Compensation Insurance for
all its employees connected with the work of this Project and, in case any work is
sublet, the CONTRACTOR shall require the subCONTRACTOR similarly to
provide Worker's Compensation Insurance for all of the subCONTRACTOR
employees unless such employees are covered by the protection afforded by the
CONTRACTOR. Such insurance shall comply with the Florida Worker's
Compensation Law. In case any class of employees engaged in hazardous work
under this Agreement at the site of the Project is not protected under the Worker's
Compensation statute, the CONTRACTOR shall provide adequate insurance,
satisfactory to the CITY, for the protection of employees not otherwise protected.
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7.2. CONTRACTOR's Commercial General Liability Insurance — The
CONTRACTOR shall take out and maintain during the life of this Agreement,
Commercial General Liability and Business Automobile Liability Insurance as
shall protect it from claims for damage for personal injury, including accidental
death, as well as claims for property damages which may arise from operating under
this Agreement whether such operations are by itself or by anyone directly or
indirectly employed by it, and the amount of such insurance shall be as follows:
(a) CONTRACTOR's Commercial General Liability, $1,000,000 Each,
($2,000,000 aggregate). Liability Coverages, Bodily Injury Occurrence, &
Property Damage Combined Single Limit
(b) Automobile Liability Coverages, $1,000,000 Each, Bodily Injury &
Property Damage Occurrence, Combined Single Limit
(c) Excess Liability, Umbrella Form $2,000,000 Each Occurrence, Combined
Single Limit
Insurance clause for both BODILY INJURY AND PROPERTY DAMAGE shall
be amended to provide coverage on an occurrence basis.
7.3. Indemnification Rider
(a) To the fullest extent permitted by law, the CONTRACTOR shall indemnify
and hold harmless the CITY and its employees from and against all claims,
damages, losses and expenses, including but not limited to reasonable
attorney's fees, arising out of or resulting from its performance of the Work,
provided that any such claim, damage, loss or expense (1) is attributable to
bodily injury, sickness, disease or death, or to injury to or destruction of
tangible property (other than the Work itself) , and (2) is caused in whole or
in part by any negligent act or omission of the CONTRACTOR, any
subcontractor, anyone directly or indirectly employed by any of them or
anyone for whose acts any of them may be liable, regardless of whether or
not such acts are caused in part by a party indemnified hereunder. Such
obligation shall not be construed to negate, abridge, or otherwise reduce any
other right to obligation of indemnity which would otherwise exist as to any
party or person described in this Article; however, this indemnification does
not include the sole acts of negligence, damage or losses caused by the
CITY and its other contractors.
(b) In any and all claims against the CITY or any of its agents or employees by
any employee of the CONTRACTOR, any subcontractor, anyone directly
or indirectly employed by any of them or anyone for whose acts any of them
may be liable, the indemnification obligations under this Paragraph shall
not be limited in any way by any limitation on the amount or type of
damages, compensation or benefits payable by or for the CONTRACTOR
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or any subcontractor under workers' or workmen's compensation acts,
disability benefit acts or other employee benefit acts.
(c) The CONTRACTOR hereby acknowledges receipt of ten dollars and other
good and valuable consideration from the CITY for the indemnification
provided herein.
ARTICLE 8 — NOTICES
All notices shall be in writing and sent by United States mail, certified or registered, with
return receipt requested and postage prepaid, or by nationally recognized overnight courier
service to the address of the party set forth below. Any such notice shall be deemed given
when received by the party to whom it is intended.
CONTRACTOR: Miller Electric
6805 Southpoint Parkway
Jacksonville, Florida 32216
Attn: Brent Zimmerman, Chief Legal Officer
OWNER: City of Clermont
Attn: Scott Davidoff, Acting City Manager
685 W. Montrose Street
Clermont, FL 34711
ARTICLE 9 — NUSCELLANEOUS
9.1. Attorneys' Fees — In the event a suit or action is instituted to enforce or interpret
any provision of this Agreement, the prevailing party shall be entitled to recover
such sum as the Court may adjudge reasonable as attorneys' fees at trial or on any
appeal, in addition to all other sums provided by law.
9.2. Waiver — The waiver by city of breach of any provision of this Agreement shall not
be construed or operate as a waiver of any subsequent breach of such provision or
of such provision itself and shall in no way affect the enforcement of any other
provisions of this Agreement.
9.3. Severabili — If any provision of this Agreement or the application thereof to any
person or circumstance is to any extent invalid or unenforceable, such provision, or
part thereof, shall be deleted or modified in such a manner as to make the
Agreement valid and enforceable under applicable law, the remainder of this
Agreement and the application of such a provision to other persons or
circumstances shall be unaffected, and this Agreement shall be valid and
enforceable to the fullest extent permitted by applicable law.
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9.4. Amendment — Except for as otherwise provided herein, this Agreement may not be
modified or amended except by an Agreement in writing signed by both parties.
9.5. Entire Agreement — This Agreement including the documents incorporated by
reference contains the entire understanding of the parties hereto and supersedes all
prior and contemporaneous Agreements between the parties with respect to the
performance of services by CONTRACTOR.
9.6. Assi ent — Except in the event of merger, consolidation, or other change of
control pursuant to the sale of all or substantially all of either parry's assets, this
Agreement is personal to the parties hereto and may not be assigned by
CONTRACTOR, in whole or in part, without the prior written consent of city.
9.7. Venue — The parties agree that the sole and exclusive venue for any cause of action
arising out of this Agreement shall be Lake County, Florida.
9.8. Applicable Law — This Agreement and any amendments hereto are executed and
delivered in the State of Florida and shall be governed, interpreted, construed and
enforced in accordance with the laws of the State of Florida.
9.9. Public Records — Contractor expressly understands records associated with this
project are public records and agrees to comply with Florida's Public Records law,
to include, to:
(a) Keep and maintain public records that ordinarily and necessarily would be
required by the CITY in order to perform the services contemplated herein.
(b) Provide the public with access to public records on the same terms and
conditions that the CITY would provide the records and at a cost that does
not exceed the cost provided in this Florida's Public Records law or as
otherwise provided by law.
(c) Ensure that public records that are exempt or confidential and exempt from
public records disclosure requirements are not disclosed except as
authorized by law.
(d) Meet all requirements for retaining public records and transfer, at no cost,
to the CITY all public records in possession of CONTRACTOR upon
termination of the contract and destroy any duplicate public records that are
exempt or confidential and exempt from public records disclosure
requirements. CONTRACTOR shall use reasonable efforts to provide all
records stored electronically to the CITY in a format that is compatible with
the information technology systems of the CITY.
C
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(e) IF CONTRACTOR HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE
CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS
RELATING TO THIS CONTRACT, CONTRACTOR SHALL
CONTACT THE CITY'S CUSTODIAN OF PUBLIC RECORDS AT
CITY CLERK'S OFFICE, (352) 241-7331.
ARTICLE 10 — AGREEMENT DOCUMENTS
The Agreement Documents, as listed below are herein made fully a part of this Agreement
as if herein repeated.
Document Precedence:
10.1. This Agreement
10.2. Purchase Order / Notice To Proceed
10.3. An applicable Contractor Quote or Statement of Work
10.4. All documents contained in the Osceola County Contract Number RFP-21-12227-
TP.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
this 22nd day of November . 2021.
CITY OF CLERMONT
Docu
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Scott Davidoff,
ATTEST:
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Tracy Ackroyd Howe;
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City Manager
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MILLER ELECTRIC
DocuS(gned by:
By: Qvujt� ebww%at
(Signature
Print Name: Andy Bowman
Title: Vice President - I.S.
Date: 11/22/2021
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OSCEOLA COUNTY BOARD OF COMMISSIONERS
AGENDA REQUEST
DEFT/OFFICE: INFORMATION TECHNOLOGY MEETING DATE: 7/12/2021
DIRECTORIMANAGER: RICHARD VAN NATTA REOUEST TYPE: Consent
AGENDA REQUEST
P11
Approval and authorization for the Chair/Vice Chair to sign a service agreement with Miller Electric
Company, Jacksonville, Florida for the award to provide Countywide video surveillance and access control
security system installation, maintenance, repairs and upgrades, including continued standardization of
security systems in County facilities, on an as needed basis; and authorization for the County Manager to sign
amendments that do not exceed 10% of the Board's total approved amount (RFP-21-12227-TP); estimated
expenditures shall not exceed $2,322,000.00 through April 30, 2024.
STRATEGIC PLAN GOAL
High Quality Transportation and Infrastructure
FINANCIAL INFORMATION
TOTAL REQUESTED AMOUNT: 2322000.00
Funds are appropriated in various department budgets countywide for this purpose. Fund availability is
confirmed prior to the issuance of a purchase order.
Fiscal Year 2021 are subject to future Board
APPROVING nFPARTMFNTC
OMB:
Sharon Chauharjasingh
Procurement:
Rebecca Jones
Attorney:
Frank Townsend
RACKGROITNr1 INFnRMAT1nN
- This agreement provides for new installation as well as upgrades, maintenance and repairs to the County's
video surveillance and access control systems countywide on an as -needed basis.
- This request also includes authorization for the County Manager to execute amendments for additional
services providing such amendments do not exceed 10% of the Board's total approval amount.
- The estimated cumulative expenditure of $2,322,000 includes tasks, projects, upgrades, and new
installations necessary to allow the County to effectively manage video surveillance and access control
affecting various facilities Countywide such as, the Sheriff's Office Administrations Building, Corrections
facility, Emergency Operations Center, Courthouse, Libraries, Government Center, Administration Building
and other locations as needed.
A formal solicitation process was completed including advertisement, notification through
VendorLink which resulted in 59 plan holders downloading the solicitation documents, resulted in a total of
one (1) response received by the due date and time, with no responses received from Osceola County
vendors.
- On March 24, 2021, the Evaluation Committee (EC) met to discuss the proposal. The EC unanimously
agreed the proposal submitted by Miller Electric Company met the service requirements of the County.
- On February 20, 2020, the Board established the standardization of the Genetec Closed Circuit Television
and Access Controls stems for video surveillance and access control services Countywide.
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• In confirming with Genetec, the manufacturer of the County's video surveillance and access control
system, based upon the size, complexity and support needs of the County's security system, Miller Electric
Company is the only firm in our region that is certified by Genetec to maintain, repair, and support our video
surveillance and access control system implementation.
• The Project Manager for the Agreement will be Dan Andrews, Information Security Manager.
• Staff recommends approval and award of this request.
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AGREEMENT
THIS AGREEMENT is made by and between OSCEOLA COUNTY, a political
subdivision of the State of Florida, 1 Courthouse Square, Kissimmee, Florida 34741, hereinafter
referred to as the "COUNTY", and MILLER ELECTRIC COMPANY, 6805 Southpoint Parkway,
Jacksonville, Florida 32216 hereinafter referred to as the "CONTRACTOR".
WITNESSETH.
WHEREAS, the COUNTY has competitively solicited for video surveillance and access
control security system installation, maintenance, repairs and upgrades, pursuant to RFP-21-
12227-TP, and
WHEREAS, the CONTRACTOR has exhibited by its response to the solicitation that it is
capable of providing the required services; and
WHEREAS, the parties hereto have agreed to the terms and conditions cited herein based
on said solicitation.
NOW, THEREFORE, in consideration of the mutual covenants, terms, and provisions
contained herein, the parties agree as follows:
SECTION 1. TERM.
The Term of this Agreement shall begin on execution by the County and continue through
April 30, 2024, and may be extended when in the best interest of the County.
SECTION 2. SCOPE OF SERVICES.
The CONTRACTOR will furnish and install all necessary labor, materials, and equipment
to complete the services set forth in Exhibit "A" which is attached hereto and incorporated herein.
SECTION 3. OBLIGATIONS OF THE CONTRACTOR.
Obligations of the CONTRACTOR shall include, but not be limited to, the following:
A. It is understood that the CONTRACTOR shall provide and pay for all labor, tools,
materials, permits, equipment, transportation, supervision, and any and all other items
or services, of any type whatsoever, which are necessary to fully complete and deliver
the services requested by the COUNTY, and shall not have the authority to create, or
cause to be filed, any liens for labor and/or materials on, or against, the COUNTY, or
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any property owned by the COUNTY. Such lien, attachment, or encumbrance, until it
is removed, shall preclude any and all claims or demands for any payment expected by
virtue of this Agreement.
B. The CONTRACTOR will ensure that all of its employees, agents, sub -contractors,
representatives, volunteers, and the like, fully comply with all of the terms and
conditions set herein, when providing services for the COUNTY in accordance
herewith.
C. The CONTRACTOR shall be solely responsible for the means, methods, techniques,
sequences, safety programs, and procedures necessary to properly and fully complete
the work set forth in the Scope of Services.
D. The CONTRACTOR will maintain an adequate and competent staff, and remain
authorized to do business within the State of Florida The CONTRACTOR may
subcontract the services requested by the COUNTY; however, the CONTRACTOR is
fully responsible for the satisfactory completion of all subcontracted work.
SECTION 4. STANDARD OF CARE.
A. The CONTRACTOR has represented to the COUNTY that it possesses a level of
knowledge, experience, and expertise that is commensurate with fums in the areas of
practice required for the services to be provided. By executing this Agreement, the
CONTRACTOR agrees that the CONTRACTOR will exercise that degree of care,
knowledge, skill, and ability as any other similarly situated contractor possessing the
degree of skill, knowledge, experience, and expertise within the local area, working on
similar activities. The CONTRACTOR shall perform the services requested in an
efficient manner, consistent with the COUNTY's stated scope of services and industry
standards.
B. The CONTRACTOR covenants and agrees that it and its employees, agents, sub-
contractors, representatives, volunteers, and the like, shall be bound by the same
standards of conduct as stated above.
SECTION 5. COMPENSATION.
A. The amount to be paid under this Agreement for services rendered will not exceed Two
Million Three Hundred Twenty Two Thousand and 00/100 Dollars ($2,322,000.00) for
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the term of this Agreement, in accordance with the pricing schedule set forth in Exhibit
"B" which is attached hereto and made a binding part hereof.
B. Compensation for services completed by the CONTRACTOR will be paid in
accordance with section 218.70, Florida Statutes, Florida's Prompt Payment Act.
C. Services to be performed in accordance with this Agreement are subject to the annual
appropriation of funds by the COUNTY. In its sole discretion, the COUNTY reserves
the right to forego use of the CONTRACTOR for any project which may fall within
the Scope of Services listed herein. In the event the COUNTY is not satisfied with the
services provided by the CONTRACTOR, the COUNTY will hold any amounts due
until such time as the CONTRACTOR has appropriately addressed the problem.
SECTION 6. TERMINATION.
Either party may terminate this Agreement, with or without cause, given thirty (30) days
written notice to the other party.
SECTION 7. PAYMENT WHEN SERVICES ARE TERMINATED.
A. In the event of termination of this Agreement by the COUNTY, and not due to the fault
of the CONTRACTOR, the COUNTY shall compensate the CONTRACTOR for all
services performed prior to the effective date of termination.
B. In the event of termination of this Agreement due to the fault of the CONTRACTOR,
or at the written request of the CONTRACTOR, the COUNTY shall compensate the
CONTRACTOR for all services completed, prior to the effective date of termination,
which have resulted in a usable product, or otherwise tangible benefit to the COUNTY.
All such payments shall be subject to an off -set for any damages incurred by the
COUNTY resulting from any delay occasioned by early termination. This provision
shall in no way be construed as the sole remedy available to the COUNTY in the event
of breach by the CONTRACTOR.
SECTION 8. INSURANCE.
A. The CONTRACTOR shall not commence any work in connection with this Agreement
until it has obtained all of the following types of insurance and has provided proof of
same to the COUNTY, in the form of a certificate prior to the start of any work, nor
shall the CONTRACTOR allow any subcontractor to commence work on its
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subcontract until all similar insurance required of the subcontractor has been so
obtained and approved. All insurance policies shall be with insurers qualified and
doing business in Florida.
B. The CONTRACTOR shall maintain the following types of insurance, with the
respective minimum limits:
l . AUTOMOBILE LIABILITY: Combined Property Damage and Bodily Injury,
One Million Dollars ($1,000,000.00) — Any Auto:
2. GENERAL LIABILITY: One Million Dollars ($1,000,000.00) each occurrence:
3. DAMAGE TO RENTED PREMISES — Fifty Thousand Dollars ($50,000.00) Any
single occurrence:
4. MEDICAL EXPENSES: Five Thousand Dollars ($5,000.00), any one person;
5. PERSONAL & ADVERTISING INJURY: One Million Dollars ($1,000,000.00);
6. GENERAL AGGREGATE: Two Million Dollars ($2,000,000.00);
7. PRODUCTS — COMPLETED OPERATIONS AGGREGATE; Two Million
Dollars ($2,000,000.00)
8. EXCESS/UMBRELLA COVERAGE: Two Million Dollars ($2,000,000.00); and,
9. WORKERS' COMPENSATION: Employers liability insurance which covers the
statutory obligation for all persons engaged in the performance of the work required
hereunder with limits not less than $1,000,000.00 per occurrence. Evidence of
qualified self-insurance status will suffice for this subsection. The
CONTRACTOR understands and acknowledges that it shall be solely responsible
for any and all medical and liability costs associated with an injury to itself and/or
to its employees, sub -contractors, volunteers, and the like, including the costs to
defend the COUNTY in the event of litigation against same.
C. The CONTRACTOR shall name the "Osceola County Board of County
Commissioners" as additional insured, to the extent of the services to be provided
hereunder, on all required insurance policies, and provide the COUNTY with proof of
same.
D. The CONTRACTOR shall provide the COUNTY's Procurement Services with a
Certificate of Insurance evidencing such coverage for the duration of this Agreement.
Said Certificate of Insurance shall be dated and show:
1. The name of the insured CONTRACTOR,
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2. The specified job by name and job number,
3. The name of the insurer,
4. The number of the policy,
5. The effective date,
6. The termination date,
7. A statement that the insurer will mail notice to the COUNTY at least thirty (30)
days prior to any material changes in the provisions or cancellation of the policy.
8. The Certificate Holders Box must read as follows. Any other wording in the
Certificate Holders Box shall not be acceptable.
Osceola County Board of County Commissioners
c/o Director of Human Resources
1 Courthouse Square, Suite 4200
Kissimmee, Florlda 34741
E. Receipt of certificates or other documentation of insurance or policies or copies of
policies by the COUNTY, or by any of its representatives, which indicates less
coverage than is required, does not constitute a waiver of the CONTRACTOR's
obligation to fulfill the insurance requirements specified herein.
F. The CONTRACTOR shall ensure that any sub-contractor(s), hired to perform any of
the duties contained in the Scope of Services of this Agreement, maintain the same
insurance requirements set forth herein. In addition, the CONTRACTOR shall
maintain proof of same on file and made readily available upon request by the
COUNTY.
G. The COUNTY shall be exempt from, and in no way liable for, any sums of money
which may represent a deductible in any insurance policy. The payment of such
deductible shall be the sole responsibility of the CONTRACTOR and/or subcontractor
providing such insurance.
H. All insurance carriers shall have an AM Best Rating of at least A- and a size of VH or
larger. The General Liability and Workers' Compensation policies shall have a waiver
of subrogation in favor of Osceola County. The liability policies shall be Primary/Non-
Contributory.
RFP-21-12227-TP 5 Rev 08.2020
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SECTION 9. COUNTY OBLIGATIONS.
At the CONTRACTOR's request, the COUNTY agrees to provide, at no cost, all pertinent
information known to be available to the COUNTY to assist the CONTRACTOR in providing and
performing the required services.
SECTION 10. ENTIRE AGREEMENT.
This Agreement, including referenced exhibits and attachments hereto, constitutes the
entire agreement between the parties and shall supersede, replace and nullify any and all prior
agreements or understandings, written or oral, relating to the matters set forth herein, and any such
prior agreements or understandings shall have no force or effect whatsoever on this Agreement.
SECTION 11. APPLICABLE LAW VENUE. JURY TRIAL.
The laws of the State of Florida shall govern all aspects of this Agreement. In the event it
is necessary for either party to initiate legal action regarding this Agreement, venue shall lie in
Osceola County, Florida. The parties hereby waive their right to trial by jury in any action,
proceeding or claim, arising out of this Agreement, which may be brought by either of the parties
hereto.
SECTION 12. PUBLIC RECORDS.
A. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO
THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS
RELATING TO THIS AGREEMENT, CONTACT THE
CUSTODIAN OF PUBLIC RECORDS AT THE FOLLOWING:
Public Information Office
1 Courthouse Square, Suite 4400
Kissimmee, Florida 34741
407 742-0100
BCCPIO;d)osceola.or
B. The CONTRACTOR understands that by virtue of this Agreement all of its documents,
records and materials of any kind, relating to the relationship created hereby, shall be
open to the public for inspection in accordance with Florida law. If CONTRACTOR
will act on behalf of the COUNTY, as provided under section 119.011(2), Florida
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Statutes, the CONTRACTOR, subject to the terms of section 287.058(1)(c), Florida
Statutes, and any other applicable legal and equitable remedies, shall:
1. Keep and maintain public records required by the COUNTY to perform the service.
2. Upon request from the COUNTY'S custodian of public records, provide the
COUNTY with a copy of the requested records or allow the records to be inspected
or copied within a reasonable time at a cost that does not exceed the cost provided
by Florida law.
3. Ensure that public records that are exempt or confidential and exempt from public
records disclosure requirements are not disclosed except as authorized by law for
the duration of the contract term and following completion of the contract if the
CONTRACTOR does not transfer the records to the COUNTY.
4. Upon completion of the contract, transfer, at no cost, to the COUNTY all public
records in possession of the CONTRACTOR or keep and maintain public records
required by the COUNTY to perform the service. If the CONTRACTOR transfers
all public records to the COUNTY upon completion of the contract, the
CONTRACTOR shall destroy any duplicate public records that are exempt or
confidential and exempt from public records disclosure requirement. If the
CONTRACTOR keeps and maintains public records upon completion of the
contract, the CONTRACTOR shall meet all applicable requirements for retaining
public records. All records stored electronically must be provided to the COUNTY,
upon request from the COUNTY'S custodian of public records, in a format that is
compatible with the information technology systems of the county.
5. If the CONTRACTOR does not comply with a public records request, the
COUNTY shall enforce the contract provisions in accordance with the contract.
SECTION 13. INDEPENDENT CONTRACTOR.
This Agreement does not create an employee/employer relationship between the parties. It
is the parties' intention that the CONTRACTOR, its employees, sub -contractors, representatives,
volunteers, and the like, will be an independent contractor and not an employee of the COUNTY
for all purposes, including, but not limited to, the application of the following, as amended- the
Fair Labor Standards Act minimum wage and overtime payments, the Federal Insurance
Contribution Act, the Social Security Act, the Federal Unemployment Tax Act, the provisions of
the Internal Revenue Code, the State of Florida revenue and taxation laws, the State of Florida
workers' compensation laws, the State of Florida unemployment insurance laws, and the Florida
Retirement System benefits. The CONTRACTOR will retain sole and absolute discretion in the
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judgment of the manner and means of carrying out the CONTRACTOR's activities and
responsibilities hereunder.
SECTION 14, APPLICABLE LICENSING.
The CONTRACTOR, at its sole expense, shall obtain all required federal, state, and local
licenses, occupational and otherwise, required to successfully provide the services set forth herein.
SECTION 15. COMPLIANCE WITH ALL LAWS.
The CONTRACTOR, at its sole expense, shall comply with all laws, ordinances, judicial
decisions, orders, and regulations of federal, state, county, and municipal governments, as well as
their respective departments, commissions, boards, and officers, which are in effect at the time of
execution of this Agreement or are adopted at any time following the execution of this Agreement.
SECTION 16. INDEMNIFICATION.
The CONTRACTOR agrees to be liable for any and all damages, losses, and expenses
incurred, by the COUNTY, caused by the acts and/or omissions of the CONTRACTOR, or any of
its employees, agents, sub -contractors, representatives, volunteers, or the like. The
CONTRACTOR agrees to indemnify, defend and hold the COUNTY harmless for any and all
claims, suits, judgments or damages, losses and expenses, including but not limited to, court costs,
expert witnesses, consultation services and attorney's fees, arising from any and all acts and/or
omissions of the CONTRACTOR, or any of its employees, agents, sub -contractors,
representatives, volunteers, or the like. Said indemnification, defense, and hold harmless actions
shall not be limited by any insurance amounts required hereunder.
SECTION 17. SOVEREIGN IMMUNITY.
The COUNTY expressly retains all rights, benefits and immunities of sovereign immunity
in accordance with Section 768.28, Florida Statutes. Notwithstanding anything set forth in any
section, article or paragraph of this Agreement to the contrary, nothing in this Agreement shall be
deemed as a waiver of sovereign immunity or limits of liability which may have been adopted by
the Florida Legislature or may be adopted by the Florida Legislature, and the cap on the amount
and liability of COUNTY for damages, attorney fees and costs, regardless of the number or nature
of claims in tort, equity or contract, shall not exceed the dollar amount set by the Florida
Legislature for tort. Nothing in this Agreement shall inure to the benefit of any third party for the
purpose of allowing any claim against the COUNTY which would otherwise be barred under the
Doctrine of Sovereign Immunity or operation of law.
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SECTION 18. BANKRUPTCY OR INSOLVENCY.
If the CONTRACTOR shall file a Petition in Bankruptcy, or if the same shall be adjudged
bankrupt or insolvent by any Court, or if a receiver of the property of the CONTRACTOR shall
be appointed in any proceeding brought by or against the CONTRACTOR, or if the
CONTRACTOR shall make an assignment for the benefit of creditors, or proceedings shall be
commenced on or against the CONTRACTOR's operations of the premises, the COUNTY may
terminate this Agreement immediately notwithstanding the notice requirements of Section 6
hereof.
SECTION 19. BINDING EFFECT.
This Agreement shall be binding upon and ensure to the benefit of the parties hereto, their
heirs, personal representatives, successors, and/or assigns.
SECTION 20. ASSIGNMENT.
This Agreement shall only be assignable by the CONTRACTOR upon the express written
consent of the COUNTY.
SECTION 21. SEVERABILITY.
All clauses found herein shall act independently of each other. If a clause is found to be
illegal or unenforceable, it shall have no effect on any other provision of this Agreement. It is
understood by the parties hereto that if any part, term, or provision of this Agreement is by the
courts held to be illegal or in conflict with any law of the State of Florida or the United States, the
validity of the remaining portions or provisions shall not be affected, and the rights and obligations
of the parties shall be construed and enforced as if the Agreement did not contain the particular
part, term, or provision held to be invalid.
SECTION 22. WAIVER
Failure of the parties to insist upon strict performance of any of the covenants, terms,
provisions, or conditions of this Agreement, or to exercise any right or option herein contained,
shall not be construed as a waiver or a relinquishment for the future of any such covenant, term,
provision, condition, or right of election, but same shall remain in full force and effect.
SECTION 23. NOTICE.
The parties hereto agree and understand that written notice, mailed or delivered to the last
known mailing, address, shall constitute sufficient notice to the COUNTY and the
CONTRACTOR. All notices required and/or made pursuant to this Agreement to be given to the
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COUNTY and the CONTRACTOR shall be in writing and given by way of the United States
Postal Service, first class mail, postage prepaid, addressed to the following addresses of record:
COUNTY: Osceola County
Attention: Procurement Services
1 Courthouse Square, Suite 2300
Kissimmee, Florida 34741
CONTRACTOR: Miller Electric Company
Attention: Brent T. Zimmerman
6805 Southpoint Parkway
Jacksonville, Florida 32216
SECTION 24. MODIFICATION.
The covenants, terms, and provisions of this Agreement may be modified by way of a
written instrument, mutually accepted by the parties hereto. In the event of a conflict between the
covenants, terms, and/or provisions of this Agreement and any written Amendment(s) hereto, the
provisions of the latest executed instrument shall take precedence.
SECTION 25. HEADINGS.
All headings of the sections, exhibits, and attachments contained in this Agreement are for
the purpose of convenience only and shall not be deemed to expand, limit or change the provisions
contained in such sections, exhibits, and attachments.
SECTION 26. ADMINISTRATIVE PROVISIONS.
In the event the COUNTY issues a purchase order, memorandum, letter, or any other
instrument addressing the services, work, and materials to be provided and performed pursuant to
this Agreement, it is hereby specifically agreed and understood that any such purchase order,
memorandum, letter, or other instrument is for the COUNTY's internal purposes only, and any
and all terms, provisions, and conditions contained therein, whether printed or written, shall in no
way modify the covenants, terms, and provisions of this Agreement and shall have no force or
effect thereon.
SECTION 27. CONFLICT OF INTEREST.
The CONTRACTOR warrants that the CONTRACTOR 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 any fee, commission, percentage, gift, or any
other consideration, contingent upon or resulting from the award of making of this Agreement.
For the breach or violation of this Paragraph, the COUNTY shall have the right to terminate this
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Agreement immediately, without liability and without regard to the notice requirements of Section
6 hereof.
SECTION 28. PUBLIC ENTITY CRIMES.
As required by section 287.133, Florida Statutes, the CONTRACTOR warrants that it is
not on the convicted contractor list for a public entity crime committed within the past thirty-six
(36) months. The CONTRACTOR further warrants that it will neither utilize the services of, nor
contract with, any supplier, sub -contractor, or consultant in connection with this Agreement for a
period of thirty-six (36) months from the date of being placed on the convicted contractor list.
SECTION 29. EMPLOYMENT ELIGIBILITY VERIFICATION {E-VERIFY]
Pursuant to Florida Statutes, Section 448.095, the CONTRACTOR shall be registered with
and utilize the U.S. Department of Homeland Security's E-Verify system to verify the employment
eligibility status of all employees performing work under this Agreement as well as all newly hired
employees. In addition, the CONTRACTOR shall require any and all subcontractors performing
work in accordance with this Agreement to register with and utilize the U.S. Department of
Homeland Security's E-Verify system to verify the employment eligibility status of all employees
performing work under this Agreement as well as all newly hired employees. Any such
subcontractor shall provide an affidavit to the CONTRACTOR stating that the subcontractor does
not employ, contract with or subcontract with any ineligible individuals and the CONTRACTOR
must keep a copy of said affidavit for the duration of this Agreement. Violation of this section is
subject to immediate termination of this Agreement without regard to any notice otherwise
required herein. In the event the COUNTY incurs costs as a result of the CONTRACTOR'S
breach of this provision, any and all such costs shall be paid by the CONTRACTOR immediately
upon receipt of notice of the same from the COUNTY. Information on registration for and use of
the E-Verify Program may be obtained at the Department of Homeland Security website:
ht ://www,dhs. ov/E-Veri
SECTION 30. JOINT AUTHORSHIP.
This Agreement shall be construed as resulting from joint negotiation and authorship. No
part of this Agreement shall be construed as the product of any one of the parties hereto.
SECTION 31. EQUAL OPPORTUNITY EMPLOYER.
The CONTRACTOR is an Equal Opportunity Employer and will comply with all equal
opportunity employment laws. The CONTRACTOR will further ensure that all subcontractors it
utilizes in providing the services required hereunder will comply with all equal opportunity
employment laws.
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SECTION 32. AUDITING. RECORDS AND INSPECTION.
In the performance of this Agreement, the CONTRACTOR shall keep books, records, and
accounts of all activities, related to the Agreement, in compliance with generally accepted
accounting procedures. Throughout the term of this Agreement, books, records, and accounts
related to the performance of this Agreement shall be open to inspection during regular business
hours by an authorized representative of the COUNTY, and shall be retained by the
CONTRACTOR for a period of three years after termination or completion of the Agreement, or
until the full County audit is complete, whichever comes first. The COUNTY shall retain the right
to audit the books during the three-year retention period. All books, records, and accounts related
to the performance of this Agreement shall be subject to the applicable provisions of the Florida
Public Records Act, Chapter 119, Florida Statutes. The COUNTY also has the right to conduct an
audit within sixty (60) days from the effective date of this Agreement to determine whether the
CONTRACTOR has the ability to fulfill its contractual obligations to the satisfaction of the
COUNTY. The COUNTY has the right to terminate this Agreement based upon its findings in
this audit without regard to the termination provision set forth herein.
SECTION 33. PROJECT MANAGERS.
The COUNTY and the CONTRACTOR have identified individuals as Project Managers,
listed below, who shall have the responsibility for managing the work performed under this
Agreement. The person or individual identified by the CONTRACTOR to serve as its Project
Manager for this Agreement, or any replacement thereof, is subject to prior written approval and
acceptance of the COUNTY. If the COUNTY or CONTRACTOR replace their current Project
Manager with another individual, an amendment to this agreement shall not be required. The
COUNTY will notify the CONTRACTOR, in writing, if the current COUNTY Project Manager
is replaced by another individual.
A. The COUNTY Project Manager's contact information is as follows:
Dan Andrews, Information Security Manager
Osceola County Information Technology Department
1 Courthouse Square, Suite 2400
Kissimmee, Florida 34741
Phone: (407) 742-5836
Email: dan.andrewsLrzLosceola.ore
B. The CONTRACTOR Project Manager's contact information is as follows:
Melissa Haynie, Sr. Project Manager
Miller Electric Company
528 Northlake Blvd., Suite 1024
Altamonte Springs, Florida 32701
Phone: (407) 328-5220
Email: Mhaynie@mecojax.com
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SECTION 34. PUBLIC EMERGENCIES.
It is hereby made a part of this Agreement that before, during, and after a public emergency,
disaster, hurricane, tornado, flood, or other acts of God, Osceola County shall require a "First
Priority" for goods and services. It is vital and imperative that the health, safety, and welfare of
the citizens of Osceola County are protected from any emergency situation that threatens public
health and safety as determined by the COUNTY. The CONTRACTOR agrees to rent/sell/lease
all goods and services to the COUNTY or governmental entities on a "first priority" basis. The
COUNTY expects to pay contractual prices for all products and/or services under this Agreement
in the event of a disaster, emergency, hurricane, tornado, flood, or other acts of God. Should the
CONTRACTOR provide the COUNTY with products and/or services not under this Agreement,
the COUNTY expects to pay a fair and reasonable price for all products and/or services rendered
or contracted in the event of a disaster, emergency, hurricane, tornado, flood, or other acts of God.
SIGNATURE PAGE TO FOLLOW
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IN WITNESS WHEREOF, the parties hereto, by their duly authorized representatives,
have executed this Agreement effective the later of the dates that each party signed this Agreement.
BOARD OF COUNTY COMMISSIONERS
OF OSCCEOOLLA COUNTY, FLORIDA
By: CJo
C-hsir/V Chair -
ATTEST:
OSCEOLA COUNTY CLERK OF THE BOARD
By.
C-leddDeputy le of the Bo
As authorized for execution at the Board of
County Commissioners meeting of:
MILLER ELECTRIC COMPANY.
By:
Print:
Title: Uf1,C.J_
Date:
STATE OF FLORIDA
COUNTY OF-t5E fK 1 *4 D l.l,-'
The�re oin instrument was executed before this�day of _ .
2021, by ��� as of Miller Electric
Company, who personally swore or affirmed that he/she is authorized to execute this Agreement
and thereby bind the Corporation, and who is personally known to me_ OR has produced
as identification. —
)OS&tYI&BAIC, tate of Florida
(Stamp) DANYELFELDT
_ "w:= NotaryPublic •State of Flortda
��`= Commissltm # GG 243641
?osnT' My Comm. Expires Nov 26, 2022
Bonded throujh National Notary Assn.
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Exhibit "A"
Scope of Services and Technical Requirements
A Objective:
It is the intent of the Osceola County to contract with a qualified Contractor for various
installation, maintenance, repairs and upgrades to the County's physical and electronic
GenetecTM-based security, video surveillance and access control systems. The awarded
contractor shall furnish all parts, materials, equipment, labor and supervision as necessary
to install, construct, maintain, calibrate, refurbish and replace any components or security
system projects associated with the County's GenetecTM security systems. The awarded
contractor shall also supply technical and programming services to maintain and optimize
various security databases and systems associated with the County's electronic security,
video surveillance and access control systems countywide.
B. Special Conditions:
All Proposers must meet and maintain for the duration of the contact:
1. The Awarded Contactor must be an authorized GenetecTM Unified Elite certified
integrator and must submit proof with their submittal.
2. The Awarded Contactor shall be an authorized GenetecTM Unified Elite certified
integrator, and have on staff no less than four (4) factory trained technicians in the
installation, maintenance and service of OmnicastTM digital video surveillance
systems.
3. The Awarded Contactor shall be an authorized GenetecTM certified integrator, and
have on staff no less than two factory trained technicians in the installation,
maintenance and service of SynergisTM IP access control systems.
4. The Awarded Contactor must be a Florida Certified Electrical Contractor and must
submit a copy of their State of Florida Department of Business and Professional
Regulation certificate with their proposal.
5. The Awarded Contactor must be a Florida Certified General Contractor and must
submit a copy of their State of Florida Department of Business and Professional
Regulation certificate with their proposal.
6. The Awarded Contactor shall have and maintain, on staff, a minimum of one (1)
employee that is BISCI Registered Communications Distribution Designer (RCDD).
7. The Awarded Contactor shall have, and maintain, on staff a minimum of one (1)
employee that is an Axis Certified Professional and must provide the appropriate
certificate with their proposal.
8. The Awarded Contactor shall have, and maintain, on staff, a minimum of one
employee that is GenetecTM Certified and must provide proof of certification with their
proposal.
C. Scope of Work:
1. Repairs / Corrective Maintenance: In the event of equipment failure, the Contractor
will provide the supervision, labor, and equipment necessary to return the affected
system(s) to normal operation. The Contractor will also provide the necessary
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replacement materials and parts. The Contractor is expected to respond 24 hours a day,
seven days a week, and to be on -site with a trained technician within two (2) hours after
being notified of emergency need or within two (2) business days for non -emergency
needs in accordance with the terms of this Contract.
2. Preventive Maintenance: The Contractor will perform inspections, cleaning,
performance checks, and consumable replenishment or replacement, and system
calibrations. The Contractor will provide a breakdown of recommended preventive
maintenance activities and schedule for Osceola County approval.
3. Renewal and Replacement: If as a result of either corrective or preventive maintenance
the Contractor discovers deficiencies, and the correction or resolution of such
deficiencies requires a level of effort or expenditure beyond the tasks specified and
authorized in the Purchase Order Form, the Contractor shall submit to the County a
proposal for the additional work necessary.
4. Provision of Material and Parts: The Contractor is expected to provide the necessary
materials and replacement parts for both corrective and preventive maintenance.
Osceola County may at its option provide parts and consurnables from its own
inventory for Contractor installation.
5. Asset Inventory and Database: The Contractor will create and maintain, in a format
acceptable to Osceola County, a database of all equipment (including recommended
spare parts) covered by this Contract. Definitions, identification conventions, and an
initial list of security system components will be provided to Osceola County; the
Contractor will verify all asset data provided to Osceola County and confirm its
accuracy. The Contractor is also expected to add to, delete from, or modify any security
system asset data provided by Osceola County. All replaced equipment will be entered
into the database. The database will remain the property of Osceola County.
6. The Contractor shall assist in design, document review, construct, furnish and install
all security 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 specifications; manufacturing 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 famish and install security equipment at Osceola
County facilities as designated.
7. The Contractor shall supply technical and programming services as required to
troubleshoot and optimize Osceola County's existing alarm, access control, and video
surveillance systems. These services shall be charged on an hourly basis per the price
schedule.
8. The Contractor shall provide detailed documentation and diagrams to the County when
installing a new system or significantly altering an existing one. The documentation
requirements will be agreed upon with the County per project.
9. Programming services shall include alarm, access control, and video surveillance
equipment and systems programming, software maintenance and data backups. The
hourly rates for these services shall include all application and documentation files
being supplied to Osceola County on electronic media. All Contractor supplied
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programming services and applications turned over to or installed in Osceola County
systems shall become property of Osceola County.
10. The Contractor shall provide technical support such as cost estimates, recommend
actions of repair versus replacement, life expectancy, and maintenance
recommendations at no additional costs to the County.
11. The Contractor shall supply technical telephone support services twenty-four (24)
hours a day, seven (7) days a week, three hundred sixty-five (365) days a year, as
required. At the start of each telephone support session, the Contractor shall assign a
"Case Number" and log the start time and completion time.
12. The Contractor shall provide Vulnerability Assessments on new and existing facilities
per Homeland Security. These services shall be provided as Security Consultant
Services.
D. Security
The following security guidelines must be followed as part of this Agreement:
1. All posted facility security requirements will be maintained at all times.
2. Failure to comply with any security requirement may result in the worker(s) removal
from any County facility.
3. It is at the COUNTY's sole discretion to remove personnel and/or to disallow their
entry, at any time, with no cost or penalty to the COUNTY.
4. The CONTRACTOR'S employees must wear easily identifiable company uniforms
(i.e. logo shirts).
a. NO shorts
b. NO sleeveless shirts
c. Objectionable Tattoo's (determined at the County's sole discretion) must be
covered or the person may be denied entry.
5. All CONTRACTOR'S personnel will carry a current legal photo Identification card
(such as a US State issued Driver's License) and a Contractor issued photo
Identification card.
a. These must be presented immediately upon the request of the County.
b. A refusal to show identification will result in denied access, and/or the immediate
escort and removal from County property. That action may further result in their
clearances being permanently revoked.
6. All personnel affiliated with the CONTRACTOR who may be tasked with entering
County facilities covered by this contract agreement may be required to complete a
background investigation. Individuals must submit their information at the Contract
initiation, or at least 48 hours prior to requiring entry. These persons include, but are
not limited to:
a. Service Technicians, apprentices and helpers
b. Supervisors
c. Managers
d. Company/Corporate Officers
e. Owners
f. Volunteers
g. Contract Employees
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h. Subcontractors
i. Consultants
7 The depth of these investigations will vary by each facility's level of security access
and will be detailed by the County's Project Manager or their designee upon the award
of an Agreement. The County commonly uses, but does not limit itself to the following
resources:
a. FDLE - (Florida Department of Law Enforcement)
b. JIS - (Judicial Inquiry System)
c. FCIC - (Florida Crime Information Center)
d. NCIC - (National Crime Information Center)
e. FDOH - (Florida Department of Health)
f. FDOC - (Florida Department of Corrections)
g. JLA - (Jessica Lunsford Act)
h. CJIS - (Criminal Justice Information Services)
i. CJNet - (Criminal Justice Network)
j. DAVID - (Driver And Vehicle Information Database)
8. Any persons found guilty of a Felony charge within the last twenty (20) years from the
date of the background investigation may be denied access into any Osceola County
facility.
a. Any persons found guilty of Misdemeanor charges will not immediately be
refused entry. The County will undertake an additional case -by case review and
the individual may be approved access depending on the specific charge, quantity
and severity of the misdemeanors.
b. Any persons who have been arrested, brought to any Osceola County facility,
classified and housed anywhere in Osceola County within the last ten (10) years
will be denied.
9. Any Contractor personnel who will have continuous access to any County facility, or
have the ability to view or access sensitive information within these facilities will need
to be fingerprinted in addition to having their background check conducted.
10. The initial cost at contract start-up will be covered by the County, any subsequent
investigations, at any time, for any reason, may be at the cost of the CONTRACTOR.
11.Only the personnel who pass the background investigations will be approved and
authorized to access restricted County facilities.
12. County facilities that may mandate background investigations are:
a. County Administration
b. Courts
c. Law Enforcement
d. Corrections
e. Constitutionals
f. Communications
g. Libraries (and any other facility where JLA may apply)
h. Health Care
13. NOTE: The level of security and the requirement of a background investigation may
be updated at any time, at the discretion of the County.
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E. Response Time:
l . The Contractor must provide service twenty-four (24) hours per day, seven (7) days a
week, three hundred sixty-five (365) days a year, including weekends and holidays.
2. Emergency Response Services:
a. Upon notification, the Contractor must respond with a knowledgeable trained
technician to the Osceola County site within two (2) hours of notification for
critical emergency service
3. Non -Emergency Services:
a. Upon notification, the Contractor must respond with a knowledgeable trained
technician to the Osceola County site within two (2) business days of notification
for non -critical non -emergency service.
4. For all Contractor -installed systems, the Contractor will work with the County's
Project Manager or designee to maintain an inventory of commonly used or restricted
availability parts and provide delivery within four (4) hours for inoperable systems or
within 5 business days , for non -emergency needs. Any exceptions must be approved
and agreed upon with the County.
5. For all non -Contractor installed systems the Contractor must provide evidence of part
order placement and an estimated time of arrival (ETA) on delivery of the parts within
forty-eight (48) hours after receiving the Purchase Order. After delivery of parts,
installation must be completed within two (2) hours for inoperable systems or within
5 business days for non -emergency needs.
6. The Contractor shall provide the services of a professional answering service or
dispatcher service for non -normal business hours contact.
F. Hours of Work:
1. Normal Business Hours — Normal Business hours are between the hours of 7:00 AM
and 5:00 PM, Monday through Friday, excluding County holidays. Worked performed
during these hours will be billed as "Straight Time Hours" work. The Contractor is
expected to perform work during these hours unless approved in advance and in writing
by the County's Project Manager or designee.
a. Work scheduled in advance to be performed after Normal Business Hours shall be
charged as "Straight Time Hours" work.
2. After Hours — After Hours are between the hours of 5:01 PM to 6:59 AM or on
Saturday or Sunday or on County holidays. Work performed during these hours,
including Emergency Work, will be billed as "Over -Time Hours" work. Work cannot
be performed during these time frames unless approved in advance by the County's
Project Manager or designee.
3. Emergency Call Out: Emergency Call Outs shall be charged at the "Over -Time
Hours" rate, unless the Emergency Call out takes place during Normal Business Hours.
4. The County reserves the right to negotiate the hourly charge for work that starts during
the Normal Business Hours but is completed within two hours after the start of After
Hours.
5. No work may be performed on County holidays or after normal business hours without
prior written authorization by the County's Project Manager or designee.
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G. Proiect Pronosals/Estimates:
1. For each project, the Contractor shall submit a complete written estimate prior to
initiation of any work.
2. The written estimate shall include the scope of work to be performed, estimated cost
of labor, including estimated hours and positions, and a list of parts and materials to
be used. The project requestor shall evaluate the estimates and, if found acceptable,
shall provide written authorization in the form of a Purchase Order prior to the
Contractor proceeding with the work.
3. No work is to be performed without a valid Purchase Order issued by Osceola County.
4. The County shall not honor any unauthorized charges.
H. Permits:
1. The Contractor shall be responsible to apply for and obtain all permits required to
complete the assigned projects.
2. Charges for permits fees shall be reimbursed at cost and shall not be marked up.
3. The Contractor shall provide supporting documentation of all permit fee charges.
I. Travel Time Ea enses: The Contractor's travel time will be billed one way from the point
of origin closest to the job site, as either the technician's location or Miller Electric,
Company's Altamonte Springs office.
J. Workmanship and Inspection:
1. The Contractor shall employ professional, qualified, and responsible service
technicians to perform the work. The Contractor is expected to employ service
technicians trained in the maintenance and installation of the specific types of
equipment used in the Osceola County video and security systems.
2. The County may, in writing, require the Contractor to remove any employee from a
jobsite that the County deems incompetent or careless.
3. The County will make inspections at our discretion of the work performed under the
contract.
4. Any inspection by the County does not relieve the Contractor from any responsibility
regarding defects or other failures to meet the contract requirements.
5. All deficiencies noted during an inspection will be corrected by the Contractor at no
additional cost to the County.
6. If the Contractor fails to correct the defects within seven (7) days, the County will be
entitled to have such work remedied by other sources and the Contractor may be fully
liable for all costs and expenses reasonably incurred by the County.
K. EmergencyEoergency Services:
1. Emergency Services are those services initiated during non -normal business hours
and/or requiring priority response. Emergency Service shall be billed at the scheduled
hourly rates plus emergency service multiplier. Planned or scheduled work during non-
RFP-21-12227-TP 20 Rev 09,2020
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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, 7:OOAM
through 5:00 PM, excluding published County holidays.
3. It is understood the awarded contractor shall have personnel available twenty-four (24)
hours a day, seven (7) days a week throughout the term of the resulting agreement.
4. The Contractor shall maintain a 24 hour, 365 day answering service for incoming
service calls. All service calls shall be logged and the log shall be submitted to Osceola
County on a monthly basis.
5. Repeated failure to meet established response times will be considered as grounds to
terminate this agreement.
L. Additional Obb ' ations of the Contractor_
During the performance of work pursuant to this Contract, the Contractor will:
1. Supervise and direct all work, in accordance with industry standards and any applicable
manufacturer's instructions, and may not in any way void a manufacturer's warranty.
2. Be responsible for all construction means, methods, techniques, sequences and
procedures and for coordinating all portions of the Services.
3. Provide an adequate number of skilled workers who are thoroughly trained and
experienced in providing the services that are the subject of this specification.
4. Be responsible to Osceola County for the acts and omissions of their employees,
subcontractors and their agents and employees, and all other persons performing any
of the work as specified herein.
5. Assign a Project/Contract Manager who will have full authority to act on behalf of the
Contractor on all matters relating to daily operation of the contract.
6. Provide Osceola County with a monthly schedule for all planned work, and reschedule
such work when notified by Osceola County that the work cannot be performed at that
time. The Contractor will not be compensated if work cannot be performed due to
foreseeable circumstances.
7. Maintain a neat and clean workspace both during and after the performance of work.
All trash will be removed from the site and deposited as appropriate. Any fireproofing,
caulking or other materials that must be removed for the installation or performance of
maintenance will be re -installed or repaired as appropriate. Ensure that necessary
markings are installed where appropriate to identify new circuits, cables, or equipment
as applicable.
8. Maintain documentation of all work performed under this Contract on forms provided
or approved by Osceola County. All such documentation will become the property of
Osceola County upon termination of this Contract. Invoices submitted by the
Contractor will not be approved for payment unless written documentation of all work
for which the Contractor seeks payment are attached. At the minimum, documentation
will include:
a. Contractor name, complete address, and contact information
b. Date, time, and location of site visit
c. Reason for site visit
d. Brief description of work performed or accomplished
RFP-21-12217-TP 21 Rev 08.2020
DocuSign Envelope ID: AA7B9877-OAAO-4FBA-A5F6-1F6D35C6F686
e. Any observed deficiencies or operational issues and recommendations for
resolution
f. Required or recommended follow-up
g. Parts and/or consumables used
h. Labor hours
i. Participating Contractor personnel
j. Osceola County Purchase Order number
k. Approval by Contactor Operations Manager
All work performed will be certified as complete by the project requestor or delegated
evaluator prior to payment of the invoice.
M. Site Clean-Urp and Waste:
1. The Contractor will, at all times, keep the adjacent areas of the job site free from
accumulation of waste materials or rubbish caused by their operations.
2. The Contractor shall maintain a neat and clean workspace both during and after the
performance of work. All trash will be removed from the site and deposited as
appropriate.
3. Any fireproofing, caulking or other materials that must be removed for the installation
or performance of maintenance will be re -installed or repaired as appropriate.
4. Ensure that necessary markings are installed where appropriate to identify new
circuits, cables, or equipment as applicable.
5. The Contractor will remove all waste materials and rubbish from and about the job site,
as well as all tools, equipment, machinery, surplus supplies and materials, leaving the
job site in a clean, ready to use condition.
6. The Contractor will not use trash receptacles on the County's premises without
authorization.
7. All waste materials associated with these services will be handled in accordance with
all federal, state and local regulations.
N. Warranty
All projects and work performed under this agreement shall have a minimum 24 month
parts and labor warranty. Should the manufacturer's warranties exceed 24 months, the
manufacturers' warranty shall prevail with only the Contractor's normal labor rates being
charged after the initial 24 month period.
O. Re -Repair Services.
The awarded contractor shall monitor, track and identify services that require re -repair.
The awarded contractor shall not include the costs of such repairs in their monthly
statement.
P. Parts and Materials.
1. The Contractor shall bill the County for GenetecTM security system specific parts and
materials based on a discount off Manufacturer Suggested Retail Price (MSRP), based
on a published catalog. This includes, but is not limited to, GenetecTM, AxisTM,
RFP-21-12227-TP 22 Rev 08.2020
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SynergisTM, OmnicastTM and HIDTM products.
2. The Contractor shall provide to the County semi-annually, at a minimum, a copy of
the published catalog documenting MSRP.
3. The Discount provided shall be an established minimum. Osceola County reserves the
right to negotiate the Discount on large project, when in the best interest of the County.
4. When providing Invoices, the Contractor shall note on the documentation the MSRP
cost and the resulting price after applying the Discount.
5. For items identified as consumables, the County will pay the Contractor for such
materials as reimbursement plus at 15% markup for administration. Consumables are
items used in order to connect the various main components into the access control
and video surveillance system. This includes, but is not limited to wires, "pull strings",
conduit, connectors, tape, junction boxes, various chemicals, shop supplies and other
similar items. The Contractor will provide a list of items they have used as part of
their invoice.
Q. Subcontractor Costs.
1. The awarded contractor is required, and must be able to perform, fifty-one
percent (51%) of the work described herein without the use of subcontractors.
2. Should the Contractor require the services of a subcontractor, the services and
subcontractor's pricing must be detailed on the invoice submitted to the County (with
back-up receipts and documentation).
3. The County will pay the Contractor for the sub -contracted services at the Contractors
cost, as a reimbursement plus at 15% markup for administration.
4. The Contractor is responsible for all payments to their subcontractors.
5. The Contractor assumes all liability and is solely responsible for ALL subcontractor
work and actions.
6. The use of subcontractors must be approved in advance by the County's Project
Manager or Designee. The County will have full discretion over whether the
Contractor may or may not utilize a subcontractor.
R. Equipment Rentals.
1. Should the Contractor require the use of equipment, such as specialty and heavy
equipment, the rental of such equipment and pricing must be detailed on the invoice
submitted to the County (with back-up receipts and documentation).
2. The County will pay the Contractor for the rental of equipment the Contractors cost, as
a reimbursement plus at 15% markup for administration.
3. The Contractor is responsible for all payments for equipment rental.
4. The Contractor assumes all liability and is solely responsible for ALL equipment
rentals they obtain.
5. The use of rental equipment must be approved in advance by the County's Project
Manager or designee.
S. Annual Maintenance and Support (SMA).
The Contractor, as a system integrator, shall provide to the County access to all Genetec rm
mains ar . and support programs.
ams.
P
RFP-21-12227-TP 23 Rev 08.2020
DocuSign Envelope ID: AA7B9877-OAAO-4FBA-A5F6-1F6D35C6F686
Exhibit "B"
Pricing Schedule
Labor Hours Price Schedule
StandardlNormal Hours
Description
Hourly Rate
Project Management
$ 115.00
Installation Technician
$ 105.00
Installation Technician (Helper)
$ 95.00
$ 115.00
Field Engineer
Service Technician
$ 105.00
$ 115.00
Application Engineer
Draftsman/CADD Technician
$ 115.00
Clerical (O&M Documentation)
$ 75.00
Labor Hours Price Schedule
Over Time/After Hours
Description
Project Management
Hourly Rate
$ 172.50
Installation Technician
$ 157.50
$ 142.50
Installation Technician (Helper)
Field Engineer
Service Technician
$ 172.50
$ 157.50
$ 172.50
$ 172.50
$ 112.50
Application Engineer
Draftsman/CADD Technician
Clerical (O&M Documentation)
RFP-21-12227-TP 24 Rev 08.2020
DocuSign Envelope ID: AA7B9877-OAAO-4FBA-A5F6-1F6D35C6F686
GenetecTm Specific Parts and Materials
Description
Percentage Discount
Al GenetecTM, Axis, Synergis', Onmicasf , HIDTM and other
GenetecTM System specific Parts and Materials
13% minimum
Miscellaneous Consumable Parts and Materials
Description
FMiscellaneous
Percentage Markup
Cost plus 15%
Consumable Parts and Materials
Subcontractor and Equipment Rental Costs
For both Subcontractor and Equipment Rental Costs, the County will provide a reimbursement of expenses. The
warded contractor will provide a copy of the subcontractor and equipment rental invoice to support reimbursement
with their invoice for work performed.
Description
Estimated Costs
Cost plus 15% - requires prior
Subcontractor Costs
approval by the County's
Project Manager or Desi nee
Cost plus 15% - requires prior
Equipment Rental Costs
approval by the County's
Project Manager or Designee
RFP-21-12227-TP 25 Rev 08.2020
DocuSign Envelope ID: AA7B9877-OAAO-4FBA-A5F6-1 F6D35C6F686
CONTRACT APPROVAL FORM
TO: SCOTT DAVIDOFF, ACTING CITY MANAGER os
THRU: FREDDY SUAREZ, PROCUREMENT SERVICES DIRE R
FROM: RAMSEY JIMENEZ, SENIOR PROCUREMENT AGEN
SUBJECT: VIDEO SURVEILLANCE AND ACCESS CONTROL SECURITY SYSTEM INSTALLATION,
MAINTENANCE, REPAIRS AND UPGRADES
DATE: NOVEMBER 22, 2021
THE PROCUREMENT SERVICES DIRECTOR RECOMMENDS THE
FOLLOWING:
1. APPROVE: Agreement between the City of Clermont and Miller Electric to provide video
surveillance and access control security system installation, maintenance, repairs and
upgrades. The agreement shall take effect on the date of execution by both parties and
shall remain in effect until April 30, 2024, unless renewed or terminated as provided by
the Osceola County contractual agreement. Upon mutual agreement, the agreement may
be renewed by Osceola County.
2. Why is this action necessary: In accordance with the City of Clermont Purchasing
Policy, the City Manager is authorized to approve contracts under $50,000 that do not
require a budget amendment.
3. ADDITIONAL INFORMATION: At the request of the Environmental Services Department,
the Procurement Services Department sought a contract with Osceola County Contract
Number RFP-21-12227-TP for video surveillance and access control. The estimated
annual usage of this contract is $26,400. The Procurement Services Department issued
RFI 2108-004 to notify local vendors of the City's intent to utilize other governmental
entities' contract. At the completion of the RFI the Procurement Services Department
received no interest. The Osceloa County contract was fully competed, advertised, and
complies with the City of Clermont Purchasing Policy.
4. FISCAL IMPACT: The estimated fiscal impact of $26,400 will be determined on a project
by project basis and funded by the respective department.
5. EXHIBITS: Miller Electric Agreement
APPROVAL AUTHORITY
Approved ® Disapproved ❑
Reason/Suggestion (If disapproved)
E DocuSigned
by:
VmAikff Acting City Manager
o2asssaCoo5AasC... 11/22/2021
Signature Title Date