2017-007 AGREEMENT FOR
SECURITY SYSTEMS REPAIRS, MAINTENANCE AND UPGRADES
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THIS AGREEMENT, made and entered into this day-of` uGL 201.
A.D., by and between the City of Clermont 685 West Montrose Street, Clermont, Florida
(hereinafter referred to as "CITY"), and SiteSecure, LLC.,2251 Rosselle St.,Jacksonville,
Florida 32204 (hereinafter referred to as "CONSULTANT").
WHEREAS, the City of Lakeland through the public procurement process awarded an
agreement for security systems repairs, maintenance and upgrades, City of Lakeland
Number RFQ 3114;
WHEREAS, CITY desires to utilize the above-referenced awarded bid, CONSULTANT's
response thereto and agreement in accordance with CITY's procurement policy; and
WHEREAS,CONSULTANT desires to enter into a contract with CITY based on the terms
and conditions of the City of Lakeland Contract Number RFQ 3114.
WITNESSETH: That the parties hereto, for the consideration hereinafter set forth,
mutually agree as follows:
ARTICLE I - SCOPE OF WORK
The CONSULTANT shall furnish security systems repairs, maintenance and upgrades as
described in City of Lakeland Contract Number RFQ 3114, which is attached hereto and
incorporated herein as Exhibit"A"and shall do everything required by this Agreement and
the other Agreement Documents contained in the specifications, which are a part of these
Documents. Provided, however, that nothing herein shall require CITY to purchase or
acquire any items or services from CONSULTANT. 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 II- THE CONTRACT SUM
CITY shall pay CONSULTANT,for the faithful performance of the Agreement as set forth
in the Agreement documents and the Labor Pricing as set forth in Appendix "A", attached
hereto and incorporated herein.
ARTICLE III—TERM AND TERMINATION
1. This Agreement is to become effective upon execution by both parties,and shall
remain in effect until July 15, 2018, unless terminated or renewed as provided
by the City of Lakeland.
2. Notwithstanding any other provision of this Agreement, CITY may, upon
written notice to CONSULTANT,terminate this Agreement if: a)without cause
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and for convenience upon thirty(30) days written notice to CONSULTANT b)
CONSULTANT is adjudged to be bankrupt; c) CONSULTANT makes a
general assignment for the benefit of its creditors; d) CONSULTANT fails to
comply with any of the conditions of provisions of this Agreement; or e)
CONSULTANT is experiencing a labor dispute, which threatens to have a
substantial, adverse impact upon 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.
ARTICLE IV- COMMENCEMENT AND COMPLETION OF WORK
The CONSULTANT shall provide all items in the timeframe as set forth in the applicable
purchase order or notice to proceed.
ARTICLE V - PAYMENTS
In accordance with the provisions fully set forth in the General Conditions,
CONSULTANT shall submit a payment request by the third (3rd) day of each calendar
month for items provided during the preceding calendar month. CITY shall make payment
to the CONSULTANT,within thirty(30)calendar days,on the basis of a duly certified and
approved payment invoice by the CITY for services provided and accepted by the CITY.
ARTICLE VI—DISPUTE RESOLUTION - MEDIATION
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.
2. The CITY and CONSULTANT shall endeavor to resolve claims,disputes and other
matters in question between them by mediation.
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 VII—INSURANCE AND INDEMNIFICATION RIDER
1. Worker's Compensation Insurance-The CONSULTANT shall take out and
maintain during the life of this Agreement Worker's Compensation Insurance for all his
employees connected with the work of this Project and, in case any work is sublet, the
CONSULTANT shall require the subCONSULTANT similarly to provide Worker's
Compensation Insurance for all of the latter's employees unless such employees are
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covered by the protection afforded by the CONSULTANT. 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 CONSULTANT shall provide adequate insurance,
satisfactory to the CITY, for the protection of employees not otherwise protected.
2. CONSULTANT's Public Liability and Property Damage Insurance - The
Contactor shall take out and maintain during the life of this Agreement Comprehensive
General Liability and Comprehensive 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 minimum limits as follows:
(a) CONSULTANT's Comprehensive General, $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.
3. SubCONSULTANT's Public Liability and Property Damage
Insurance-The CONSULTANT shall require each of his subCONSULTANTs to procure
and maintain during the life of this subcontract, insurance of the type specified above or
insure the activities of his subCONSULTANTs in his policy, as specified above.
4. Indemnification Rider
(a) To cover to the fullest extent permitted by law, the CONSULTANT
shall indemnify and hold harmless the CITY and its agents and
employees from and against all claims, damages, losses and expenses,
including but not limited to attorney's fees, arising out of or resulting
from the 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 CONSULTANT, any
subCONSULTANT, 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 it is caused in part by a party indemnified hereunder.
Such obligation shall not be construed to negate, abridge, or otherwise
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reduce any other right to obligation of indemnity which would otherwise
exist as to any party or person described in this Article.
(b) In any and all claims against the CITY or any of its agents or employees
by any employee of the CONSULTANT, any subCONSULTANT,
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 CONSULTANT or any subCONSULTANT under workers'
or workmen's compensation acts, disability benefit acts or other
employee benefit acts.
(c) The CONSULTANT hereby acknowledges receipt of ten dollars and
other good and valuable consideration from the CITY for the
indemnification provided herein.
ARTICLE VIII -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.
CONSULTANT: SiteSecure, LLC.
2251 Rosselle St
Jacksonville, FL 32204
Contact: David Stallings, Vice President
CITY: City of Clermont
Attn: Darren Gray, City Manager
685 W. Montrose Street
Clermont, FL 34711
ARTICLE IX—MISCELLANEOUS
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.
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.
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3. Severability. 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.
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.
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 CONSULTANT.
6. Assignment. This agreement is personal to the parties hereto and may not be
assigned by CONSULTANT, in whole or in part, without the prior written consent
of city.
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.
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. Public Records. CONSULTANT 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 CONSULTANT upon
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termination of the contract and destroy any duplicate public records that are
exempt or confidential and exempt from public records disclosure
requirements. All records stored electronically must be provided to the
CITY in a format that is compatible with the information technology
systems of the CITY.
(e) IF CONSULTANT HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE
CONSULTANT'S DUTY TO PROVIDE PUBLIC RECORDS
RELATING TO THIS CONTRACT,CONSULTANT SHALL CONTACT
THE CITY'S CUSTODIAN OF PUBLIC RECORDS AT CITY CLERK'S
OFFICE, (352) 241-7331.
ARTICLE X -AGREEMENT DOCUMENTS
The Agreement Documents, as listed below are herein made fully a part of this Agreement
as if herein repeated.
Document Precedence:
1. This Agreement
2. Purchase Order/Notice to Proceed
3. All documents contained in City of Lakeland Contract/RFQ No. 3114.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
this a day u Q 201,
City of Clermont
ZA4nager
A -st: ,7
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Tracy,Ackroyd,City Clerk
SiteSecure, LLC.
By:Cli --.- -.)441111111111111111110
Anislfew-BewmanrD David Stallings
Vice President
Title
Attest:
e‘11.- &
orporate Secretary
v`Vt 1 WoUn
(Name Printed or Typed)
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EXHIBIT A
CONTINUING CONTRACT AGREEMENT FOR MASTER SERVICES
AGREEMENT FOR SECURITY SYSTEMS REPAIRS, MAINTENANCE AND
UPGRADES (CCNA) FOR THE CITY OF LAKELAND
THIS AGREEMENT is made and entered into this 15th day of July, 2013, by and between the
CITY OF LAKELAND, FLORIDA, a Florida municipal corporation, hereinafter referred to as the
"City,"located at 228 S. Massachusetts Avenue,Lakeland, Florida 33801-5086, and SITESECURE,LLC,
a Florida Limited Liability Corporation,with offices located at 760 Monroe Road, Sanford, Florida 32771,
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hereinafter referred to as the"Consultant"
WITNESSETH:
WHEREAS,the City wishes to obtain consulting services for a master services agreement for security
systems repairs,maintenance and upgrades,as more specifically set forth in Exhibit"A",on a continuing
basis;and
WHEREAS, the Consultant is qualified and willing to provide such services:
NOW,THEREFORE, for good and valuable consideration,the receipt and sufficiency of which is hereby
acknowledged,the parties covenant and agree as follows:
1.0 TERM
1.1 This Agreement is to become effective on July 15, 2013 ("Effective Date"), and shall remain in
effect until July 14, 2015, unless terminated as provided for herein. Additionally, the parties agree
that the term may be extended upon mutual agreement in writing for periods of one (1) year, but
such option to extend may only be utilized two (2) times. In no event shall this Agreement extend
beyond July 15,2018.
L2 The term of any Task Authorization, as described in Section 2.0 hereof, shall be set forth in such
Task Authorization. Any Task Authorization in effect at the termination of this Agreement shall
remain in effect until completion of said Task Authorization,and all of the terms and conditions of
this Agreement shall survive until completion of all Task Authorizations.
2.0 DESCRIPTION OF SERVICES AND TASK AUTHORIZATION PROCEDURES
2.1 The City shall make a request of the Consultant to perform planning, Security Systems Repairs, '
Maintenance and Upgrade services on a "task" basis. The City will communicate with the
Consultant, verbally, or in writing, a general description of the task to be performed. The
Consultant will generate a detailed Scope of Work document,prepare a Schedule,and add a Not-to-
Exceed
ot to-
Exceed Budget to accomplish the task,and send the thus developed,"Task Proposal" to the City in
an electronic format.
The City shall review the Task Proposal, and if the proposal is mutually acceptable, the parties will
enter into a written "Task Authorization" with the agreed/negotiated Task Proposal incorporated
into the City's designated "Task Authorization" form. The final, fully executed "Task
Authorization"shall supersede any previous task proposal.
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The City will, issue a Notice to Proceed to the Consultant. Upon receipt of the signed Task
Authorization and a Notice to Proceed from the City, the Consultant shall perform the services set
forth in the Task Authorization.
2.L1 Notwithstanding the above, for any proposed project in which the City estimates the fee to
total less than Five Thousand dollars ($5,000.00) verbal authorization to proceed may be
given to the Consultant, and followed within five (5) working days with a "Letter of
Confirmation". Such letter shall be considered as the Task Authorization.
2.2 The Consultant shall provide the City's designated Project Manager with monthly time sheets or
labor-cost statements for services rendered during the preceding month. Each time sheet shall state
the names and classifications of all personnel who performed services during said month under the
Task Authorization,and the number of hours worked by each.
2.3 The "Deliverables" are defined as studies, reports, findings, specifications, guidelines, plans, maps,
or anything else that is the end product of work performed by the Consultant for the City. All
electronic files should be Windows compatible and all Computer Aided Drawing(CAD) files should
be saved as State Plane Coordinates, NADA 83, Florida West. The Consultant shall, within such
time constraints as may be set forth in die Task Authorization submit to the City the Deliverables as
identified in the Task Authorization; and the Consultant shall, upon completion of all work, submit
to the City all information developed in the course of the consulting services. The Consultant shall,
at the request of the City and upon completion or termination of this Agreement, deliver to the City
all material furnished to the Consultant.
The Scope of Services generally to be provided by the Consultant shall include but may not be
limited to the following:
SCOPE OF WORK:
1. Repairs/Corrective Maintenance: In the event of equipment failure,the Consultant shall provide
the supervision,labor,and equipment necessary to return the affected system(s) to normal operation.
The Consultant will also provide the necessary replacement materials and parts.The Consultant is
expected to respond 24 hours a day, seven days a week,and to be on-site with a trained technician
within four (4) hours after being notified of a critical need,within two(2)business days for non-
critical needs in accordance with the terms of the contract. •
2. Preventive Maintenance:The Consultant shall perform inspections,cleaning,performance checks,
and consumable replenishment or replacement,and system calibrations.The Consultant will provide
a breakdown of recommended PM activities and schedule for City's approval.
3. Renewal and Replacement: If as a result of either corrective or preventive maintenance the
Consultant discovers deficiencies,and the correction or resolution of such deficiencies requires a
level of effort or expenditure beyond the task specified and authorized in the work order,the
Consultant shall submit to the City a proposal for the additional task necessary for work order
amendment consideration. •
4. Provision of Materials and Parts:The Consultant is expected to provide the necessary ma (-rials
and replacement parts for both corrective and preventive maintenance.The City may,in its sole
discretion,provide parts and consumables from its own inventory for the Consultant's installation.
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5. Asset Inventory and Database:The Consultant shall create and maintain,in a format acceptable to
the City,a database of all equipment induding recommended spare parts coveted by this Agreement.
Definitions,Identification conversations,and an initial list of security system components will be
provided by the City and the Consultant shall verify and confirm all asset data provided by the City to
ensure its accuracy.The Consultant shall also be expected to add to, delete from, or modify any
system asset data provided by the City.The database shall remain the property of the City.
6. The Consultant shall assist in 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 site;programming;interfacing with all existing alarms,
access control,video,and security systems;calibration;installation;system start up services;training;
and incidentals required to completely furnish and install security equipment for the City.
7. The Consultant shall supply technical and programming services as required to troubleshoot and
optimize the City's existing alarm,access control,and video surveillance systems.These services shall
be charged on an hourly basis per the bid schedule.
8. 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 the City on electronic media.
All Consultant supplied programming services and applications turned over to or installed in the City
systems shall become property of City.
9. The Consultant 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 cost to the City.
10. The Consultant shall supply technical telephone support services as required.This telephone support
shall be charged on a per call base rate for the first thirty(30)minutes and then in fifteen(15)minute
increments thereafter.At the start of each telephone support session,the Consultant shall assign a
"case number"and log the start time and completion time.Billing shall be based on these logs.
11. The Consultant shall provide Vulnerability Assessments on new and existing facilities per Homeland
Security and EPA guidelines.These services shall be provided as Security Consultant Services.
3.0 CHANGES IN THE SCOPE OF WORK
3.1 The City may make changes in the services to be provided hereunder at any time by giving written
notice to the Consultant. If such changes increase (additional services), decrease or eliminate any
amount of work, the City and Consultant will negotiate any change in total cost or schedule. If the
City approves any change, the Task Authorization will be modified to reflect the changes. The
Consultant shall be compensated for said services in accordance with the terms of Article 5.0 herein.
All change orders shall be authorized in writing by the City's and the Consultant's designated
representatives.
3.2 All of the City's said Task Authorizations and amendments hereto shall be performed in strict
accordance with the terms of this Agreement insofar as they are applicable. •
4.0 SCHEDULE
4.1 The Consultant shall perform its services in conformance with the mutually agreed upon schedule
set forth in the negotiated Task Authorization. The Consultant shall complete all of said services in
a timely manner and will keep the City apprised of the status of work on at least a monthly basis.
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Should the Consultant fall behind the agreed-upon schedule,it shall employ such resources so as to
comply with the agreed-upon schedule.
4.2 No extension for completion of services shall be granted to the Consultant without the City's prior
written consent,except as provided in Sections 3.1 and 19.1 herein.
5.0 METHODS OF PAYMENT FOR SERVICESAND EXPENSES OP CONSULTANT
5.1 For Basic Services: City shall pay Consultant for services of Consultant's principals and employees
engaged directly on the project and rendered pursuant to Paragraphs 2.0 and 3.0 on the basis of the
Consultant's Hourly Fee Schedule shown in Appendix"A".
5.2 For Additional Services: City shall pay Consultant for Additional Services rendered pursuant to
Paragraphs 2.0 and 3.0 as follows:
5.2.1 General: For Additional Services of Consultant's principals and employees engaged directly
on the Project, on the basis of the Consultant's Hourly Fee Schedule as set forth in
Appendix"A".
5.2.2 Professional Associates and Consultants: For services of independent professional associates
and consultants employed by the Consultant to render Additional Services, the amount
billed to the Consultant therefor times a factor of 1.0.
5.2.3 Serving as a Witness: For services rendered by Consultant's principals and employees as
consultants or witnesses in any litigation, arbitration, or other legal or administrative
proceeding and compensation for time spent in preparing to appear for any such litigation,
arbitration, or proceeding will be on the same basis provided in Subparagraph 5.2.1.
Compensation for Consultant's independent professional associates and consultants shall be
on the basis provided in Subparagraph 5.2.2 and per Consultant's Hourly Fee Schedule as
shown in Appendix"A".
5.3 For Reimbursable Expenses: In addition to payments provided for in Subparagraphs 5.1 and 5.2.1
through 5.2.3, the City shall pay the Consultant the actual costs of all reimbursable expenses
incurred in connection with all Basic and Additional Services, provided that reimbursement for
travel and subsistence expenses shall be in accordance with the City of Lakeland Consultant
Expense Reimbursement Policy.
5.4 Times of Payments: At monthly intervals, the Consultant shall submit statements for Basic and
Additional Services rendered and for Reimbursable Expenses incurred. The statements will be
based upon the Consultant's actual manpower expended and actual expenses incurred within the
billing period.
5.4.1 At the end of each billing period, the Consultant shall provide to the City a report of the
actual progress of the work completed compared to the Project schedule for completion of
the work to the end of such period.
5.5 Other Provisions Concerning Payment: In the event of termination by the City under Section
18.0 during the performance of the Services, payments due to the Consultant up to the point of
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termination, including payments for services rendered, and all costs incurred shall constitute total
payment for such services.
5.5.1 Records of Consultant's Hourly Costs and Expenses pertinent to Consultant's compensation
under this Agreement will be kept in accordance with generally accepted accounting
principles. These records will be made available to the Cityon request prior to final payment
for Consultant's services.
5.5.2 A separate invoice must be submitted for each individual Task Authorization. Invoices must
show a breakdown of the number of hours worked by each person charging time to the
Task Authorization,hourly rate,and any reimbursable expenses.
5.6 Definitions:
5.6.1 The "Hourly Rate Fee Schedule" used as the basis for payment, means the Consultant's
current hourly rates as set forth in the attached Appendix "A". The hourly rates set forth in
attached Appendix "A" are subject to an equitable adjustment that is to be negotiated prior
to the renewal of the Agreement. Any adjustment to the Hourly Fee Schedule must be
mutually agreed to by the City and the Consultant.
5.6.2 "Reimbursable Expenses" means the actual expenses incurred by the Consultant or the
Consultant's independent professional associates or consultants, directly in connection with
the Project, such as expenses for: transportation and subsistence incidental thereto;
obtaining bids or proposals from Contractor(s); telephone calls and telegrams;reproduction
of reports, drawings, Computer Aided Drafting (CAD) use, specification and/or bidding
documents preparation, and similar Project-related items, and present or future sales, use,
excise,or other similar tax applicable to the furnishing of any service hereunder levied by the
State of Florida; and overtime work requiring higher than regular rates if approved in
advance by the City.
6.0 MIGHT TO INSPECTION
6.1 The City or its affiliates shall at all reasonable times have the right to review or observe the services
performed by the Consultants.
6.2 No inspection, review, or observation shall relieve the Consultant of its responsibility under this
Agreement.
7.0 PROGRESS MEETING
7.1 The City's designated Project Manager may hold periodic progress meetings on a monthly basis, or
more frequently if required, during the term of any Task Authorization entered into under this
Agreement. The Consultant's Project Manager and all other appropriate personnel shall attend such
meetings as designated by the City's Project Manager, and the Consultant shall be compensated at
the billing rates set forth in Article 5.0.
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i .
8.0 SAFETY
8.1 The Consultant agrees to comply with the City's published safety standards while on the property of
the City. A copy of these standards is provided in Exhibit"D".
8.2 The Consultant shall have full responsibility and assume all liability for the safety and supervision of
its employees while performing services provided hereunder.
9.0 REASONABLE ACCESS
9.1 During the term of this Agreement, the City shall grant the Consultant reasonable access to the
City's premises for the purposes of fulfilling its purposes under this Agreement.
10.0 INSURANCE
10.1 The Consultant shall maintain in force during the term of this Agreement, at its own expense,
insurance as set forth in Exhibit"B",which is hereby made part of this Agreement.
11.0 COMPLIANCE WITH LAWS AND REGULATIONS
11.1 The Consultant shall comply with all requirements of federal,state, and local laws,rules,regulations,
standards,and/or ordinances applicable to the performance under this Agreement.
12.0 REPRESENTATIONS
12.1 The Consultant represents that the services provided hereunder shall conform to all requirements of
this Agreement; shall be consistent with recognized and sound planning and development practices
and procedures; and shall conform to the customary standards of care, skill and diligence
appropriate to the nature of the services rendered.
12.2 The Consultant represents that the personnel furnishing such services shall be qualified and
competent to perform the services assigned to them and that such guidance given by and the
recommendations and performance of such personnel shall reflect their best professional knowledge
and judgment.
12.3 Subject to the provisions of this section, should Consultant breach the warranties set forth herein,
the City shall have such remedies as may be provided at law or equity.
Without limiting the generality of the foregoing, if the Consultant completes its services under any
Task Authorization entered into hereunder, and the Consultant's services are noncomplying,
defective, or otherwise improperly performed and the City notifies the Consultant in writing that a
defect, error, omission or noncompliance has been discovered in the Consultant's services, the
Consultant shall,at the option of the City (a) correctly re-perform such noncomplying, defective,or
otherwise improperly performed services at no additional cost to the City; (b) refund the amount
paid by the City attributable to such noncomplying, defective, or otherwise improperly performed
services; or, (c) if the Consultant fails to take action under (a) above, at the Consultant's sole
expense, otherwise cure or have cured any such noncomplying, defective, or otherwise improperly
performed services.
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} •
13.0 GUARANTEE AGAINST INFRINGEMENT
13.1 The Consultant guarantees that all services provided under this Agreement shall be free from claims
of patent, copyright, and trademark infringement. Notwithstanding any other provision of this
Agreement, the Consultant shall indemnify, hold harmless, and defend the City, its officers,
directors, employees, agents, assigns, and servants from and against any and all liability, including
expenses, legal or otherwise, for actual or alleged infringement of any patent, copyright, and
trademark resulting from the use of any goods, services, or other item provided under this
Agreement. Notwithstanding the foregoing, the Consultant may elect to provide non-infringing
services.
14.0 DOCUMENTS
14.1 Upon the City's or its designated Project Manager's request, at any time during the term of this
Agreement or upon completion or termination of this Agreement, the Consultant shall provide the
City or its designated Project Manager with a copy of all documents prepared by the Consultant
under this Agreement or any Task Authorization hereunder. The City understands that re-use of
any documents for any other purpose,shall be at the City's own risk.
14.2 The parties acknowledge that the City is a Florida municipal corporation and subject to the Florida
Public Records Law.
15.0 ASSIGNMENT
15.1 The Consultant shall not assign or subcontract this Agreement, any Task Authorization hereunder,
or any rights or monies due or to become due hereunder without prior,written consent of the City.
15.2 If upon receiving written approval from the City,any part of this Agreement is subcontracted by the
Consultant, the Consultant shall be fully responsible to the City for all acts and/ot omissions
performed by the subcontractor as if no subcontract has been made.
15.3 If the City determines that any subcontractor is not performing in accordance with this Agreement,
the City shall so notify the Consultant,who shall take immediate steps to remedy the situation.
15.4 If any part of this Agreement is subcontracted by the Consultant, prior to commencement of any
work by the subcontractor, the Consultant shall require the subcontractor to provide the City and its
affiliates with insurance coverage as set forth by the City Director of Risk Management.
16.0 INDEPENDENT CONTRACTOR
16.1 At all times during the term of this Agreement, the Consultant shall be considered an independent
contractor.
17.0 DEFAULT
17.1 If, during the term of this Agreement, the Consultant shall be in default of any of the material
provisions of this Agreement, the City may suspend its performance hereunder until such
delinquency or default has been corrected;provided, however, that no suspension shall be effective
Page 7 of 26
unless aid until the City gives written notice of the default to the Consultant with at least ten (10)
days to cure such default. If the Consultant fails to correct such delinquency or default within thirty
(30) days of suspension by the City, the City may terminate this Agreement and pursue any other
remedy available to it under law or equity.
18.0 TERMINATION
18.1 Notwithstanding any other provision of this Agreement, the City may, upon written notice to the
Consultant, terminate this Agreement if: (a) Consultant is adjudged to be bankrupt; (b) Consultant
makes a general assignment for the benefit of its creditors; (c) Consultant fails to comply with any of
the conditions or provisions of this Agreement; ox (d) Consultant is experiencing a labor dispute
which threatens to have a substantial,adverse impact upon performance of this Agreement,without
prejudice to any other right or remedy the City may have under this Agreement. In the event of
such termination, the 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 prior to the
effective date of termination.
19.0 FORCE MAJEURE
19.1 Any delay or failure of either party in the performance of its required obligations hereunder shall be
excused if and to the extent caused by acts of God; fire; flood; windstorm; explosion; riot; war;
sabotage; strikes; extraordinary breakdown of or damages to the City's affiliates' generating plants,
their equipment, or facilities; court injunction or order; federal and/or state law or regulation;order
by any regulatory agency; or other cause or causes beyond the reasonable control of the party
affected;provided that prompt notice of such delay is given by such party to the other and each of
the parties hereunto shall be diligent in attempting to remove such cause or causes. If any
circumstance of Force Majeure remains in effect for. sixty (60) days, either party may terminate this
Agreement.
20.0 GOVERNING LAW AND VENUE
20.1 This Agreement is made and shall be interpreted, construed, governed and enforced in accordance
with the laws of the State of Florida. Venue shall be Polk County, Florida, or the United States
District Court in and for the Middle District of Florida,Tampa Division.
21.0 HEADINGS
21.1 Paragraph headings are for the convenience of the parties only and are not to be construed as part
of this Agreement.
22.0 SEVERABILITY
22.1 In the event any portion or part of this Agreement is deemed invalid, void, or otherwise
unenforceable by a court of law, the parties shall negotiate an equitable adjustment in the affected
provision of this Agreement. The validity and enforceability of the remaining parts thereof shall
otherwise be fully enforceable.
Page 8 of 26
23.0 WAIVER AND ELECTION OF REMEDIES
23.1 Waiver by either party of any terms, condition, or provision of this Agreement shall not be
considered a waiver of that term,condition or provision in the future.
23.2 No waiver, consent, or modification of any of the provisions of this Agreement shall be binding
unless in writing and signed by a duly authorized representative of each party hereto.
24.0 THIRD PARTY RIGHT
24.1 Nothing in this Agreement shall be construed to give any rights or benefits to anyone other than the
City or the Consultant.
25.0 PROHIBITION AGAINST CONTINGENT FEES
25.1 The Consultant warrants that it has not employed or retained any company or person, other than a
bona fide employee working solely for the Consultant,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 Consultant, any fee, commission, percentage, gift, or
other consideration contingent. upon or resulting from the award or making of this Agreement.
26.0 ENTIRE AGREEMENT
26.1 This Agreement, including all Schedules, Attachments, Appendices, and Exhibits attached hereto,
constitutes the entire Agreement between the City and the Consultant with respect to the services
specified and all previous representations or agreements relative thereto, either written or oral, are
hereby annulled and superseded.
27.0 NOTICE
27.1 Any notices required to be given by the terms of this Agreement shall be delivered by hand or
certified mail,return receipt requested,to:
For Consultant
SiteSecure,LLC
Attn: Andrew Bowman,P.E.
760 Monroe RoadSanford,Florida 32771 •
For City:
City of Lakeland
Facilities Maintenance Division
Attn.:Richard Baker
228 South Massachusetts Avenue
Lakeland,Florida 33801
(863) 834-6011
Page 9 of 26
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly
authorized representatives as of the Effective Date first written above.
CITY: CONSULTANT:
SITESECURE,LLC
CITY ' LAKELA► :► .01 40111°
dita 111,
BY!11"7• • BY:
Gow B. Fields,Mayor Andrew Bowman,P.E.
ITS: Vice President
"6/1.41
; !Oma. , '1: '1.►,• .►
' •C/T1.It, iv S. I o s,City Clerk
off'' (/r-ec - 'St Dever
# ,
fr
• (CORPORATE SEAL)
,, 'V 124 d
APl' �� • AS TO FORM AND CORRECTNESS:
41
Timothy J. McCausland, City Attorney
Page 10 of 26
EXHIBIT "A"
Master Services Agreement for Security Systems Repairs, Maintenance and Upgrades
(CCNA)for the City of Lakeland.
SPECIAL CONDITIONS:
1. The Consultant shall be an authorized Genetec certified integrator,and have on staff no less
than two factory trained technicians in the installation,maintenance, and service of Synergis
IP access control systems.
2. The Consultant shall be an authorized Genetec certified integrator,and have on staff no less
than two factory trained technicians in the installation,maintenance, and service of Omnicast
digital video surveillance systems.
3. The Consultant shall be a Florida Certified Electrical Contractor. (Electrical Fire,EF or
electrical Contractor,EC Minimum).
4. The Consultant shall be a Florida Certified General Contractor(GC)and have a minimum of
five(5)years experience in performing physical security improvements to utility structures,
walls,fences,and other apparatuses needed to secure City of Lakeland Facilities.
5. The Consultant shall maintain on staff or utilize a Cisco CCNP Certified professional when
interacting with the security communications network. The Consultant shall utilize 'Like for
Like"parts for all existing systems which may affect the security communications network.
For all new systems and systems enhancements,all parts shall be supplied by a Cisco
Premier Partner.
6. The Consultant shall maintain on staff,an Environmental Protection Agency Risk
Assessment Methodologies-Water Plant(RAM-W)certified employee with experience in
performing Vulnerability Assessments for Water, Wastewater,and Reclaim facilities per
Homeland Security and EPA guidelines.
II. RESPONSE TIME:
1. The Consultant must maintain an inventory of applicable'Axis,HID,Adams Rite,HES,
Schlage,Von Duprin, and Fargo badge printer parts and provide delivery within four(4)
hours for inoperable systems and delivery within five(5)business days for non
emergency needs.
2. The Consultant must be able to provide service twenty four(24)hours per day,including
weekends and holidays. The Consultant must be able to respond with a knowledgeable
trained technician to the City sites within four(4)hours of notification for critical
emergency service and within two (2)business days of notification for non—emergency
service.
3. The Consultant shall provide the services of a professional answering service or
dispatcher service for non-normal business hours contact.
Page 11 of 26
III. PROJECT ASSIGNMENT AND PRICING:
For each project,the Consultant shall submit a complete written estimate prior to initiation of
any work.An authorized Project Manager from the City shall evaluate the estimates and,if
found acceptable,shall provide written authorization in the form of an executed work order prior
to the Consultant proceeding with the work. The City will not honor any unauthorized charges.
IV. SUB-CONSULTANTS,PERMITS AND PARTS:
1. Sub-Consultants shall only be utilized after receiving written approval by the City. Charges for
sub-Consultants shall be marked-up,per the bid schedule and the Consultant shall be required to
provide supporting documentation of sub-Consultant's charges.
2. The Consultant 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 Consultant shall
provide supporting documentation of all permit fee charges.
3. All parts necessary to complete the assigned projects shall be marked up at rate no greater than
the maximum mark up as shown on the bid schedule form.No additional delivery costs will be
paid.The Consultant will be required to provide supporting documentation of actual parts costs
for every invoice submitted.
V. SCOPE OF WORK:
1. Repairs/Corrective Maintenance: In the event of equipment failure,the Consultant shall •
provide the supervision,labor,and equipment necessary to return the affected system(s)to normal
operation. The Consultant shall also provide the necessary replacement materials and parts.The
Consultant is expected to respond 24 hours a day, seven days a week, and to be on-site with a
trained technician within four(4)hours after being notified of a critical need,within two(2)
business days for non-critical needs in accordance with the terms of the contract.
2. Preventive Maintenance: The Consultant shall perform inspections, cleaning,performance
checks,and consumable replenishment or replacement,and system calibrations. The Consultant
shall provide a breakdown of recommended PM activities and schedule for City's approval.
3. Renewal and Replacement: If as a result of either corrective or preventive maintenance the
Consultant discovers deficiencies,and the correction or resolution of such deficiencies requires a
level of effort or expenditure beyond the task specified and authorized in the work order,the
Consultant shall submit to the City a proposal for the additional task necessary for work order
amendment consideration.
4. Provision of Materials and Parts: The Consultant is expected to provide the necessary
materials and replacement parts for both corrective and preventive maintenance. The City may,in
its sole discretion,provide parts and consumables from its own inventory for the Consultant
installation.
5. Asset Inventory and Database: The Consultant will create and maintain, in a format acceptable
to the City, a database of all equipment including recommended spare parts covered by this
Agreement.Definitions,Identification conversations,and an initial list of security system
components shall be provided by the City:the Consultant shall verify and confirm all asset data
provided by the City to ensure its accuracy. The Consultant is also expected to add to,delete
Page 12 of 26
from, or modify any system asset data provided by the City. The database shall remain the
property of the City.
6. The Consultant shall assist in 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 site;programming; interfacing with all
existing alarms,access control,video,and security systems; calibration; installation;system start
up services;training; and incidentals required to completely furnish and install security equipment
for the City.
7. The Consultant shall supply technical and programming services as required to troubleshoot and
optimize City's existing alarm, access control,and video surveillance systems. These services
shall be charged on an hourly basis per the bid schedule.
8. 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 the City on
electronic media.All Consultant supplied programming services and applications turned over to
or installed in the City systems shall become property of City.
9. The Consultant 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 cost to the City.
10. The Consultant shall supply technical telephone support services as required. This telephone
support shall be charged on a per call base rate for the first thirty(30)minutes and then fifteen
(15)minute increments thereafter.At the start of each telephone support session,the Consultant
shall assign a"case number"and log the start time and completion time.Billing shall be based on
these logs.
11. The Consultant shall provide Vulnerability Assessments on new and existing facilities per
Homeland Security and EPA guidelines. These services shall be provided as Security Consultant
Services.
VI. QUANTITIES
The City makes no covenant or promise as to the number of available proJects,or quantity of hours,or
amount of work that Consultant will perform on any project for the City during the life of the agreement.
VII. EMERGENY SERVICES:
1. Emergency Services are those services initiated during non-normal business hours and/or
requiring priority response.Emergency Services shall be billed at the schedule hourly rates plus
emergency service multiplier.Planned or scheduled work during non business hours shall be
considered emergency service and shall be invoiced at the normal schedule rates.
2. Normal business hours under this agreement are Monday-Friday 0700-1600 hours,excluding
published City holidays.
3. The Consultant 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 the City on a monthly basis.
Page 13 of 26
4. The Consultant shall pay a$200.00 per incident penalty for not responding within the contracted
four(4) hour emergency response time and$100.00 per incident for not responding within the
contracted two (2)business day's non-emergency response time.
5. City's holiday schedule is as following:
a. New Years Day Observed
b. Martin Luther King Day
c. Memorial Day
d. Independence Day
e. Labor Day
f. Thanksgiving Day
g. Day after Thanksgiving
h. Christmas Eve
i. Christmas Day
VIII. OBLIGATIONS OF THE CONSULTANT:
During the performance of,or pursuant to work under this contract,the contractor will:
1. Provide City with a monthly schedule for all planned work,and reschedule such work when
notified by the City that the work cannot be performed at that time. The contractor will not be
compensated if work cannot be performed due to foreseeable circumstances.The monthly
schedule will, at minimum:
a) Give duration of project(start/finish).
b) Assign a task name.
c) Supply names(technicians/project managers responsible for job/task).
d) Supply job summaries.
e) Give specific deadlines.
f) Specify any modifications.
2. 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 specific types of equipment used in the City video and security systems. The contractor is
expected to keep all work areas clean and free from safety/trip hazards.
3. Observe all City site access and security procedures.As these procedures are subject to change,
the Consultant is responsible for familiarizing the service technicians with current requirements;
violation of site access and security procedures is a serious breach of terms of this contract.
Failure to personally and properly notify the City site representative as required is a violation of
the terms of this Agreement.For each on-site visit to an City facility the contractor's service
technicians will,at a minimum:
a) Notify the City operations upon entry.
b) Upon entry,document the date,time of arrival,name of all personnel,and reason for the visit
into the facility's log book/visitor management system.
c) Document into the facility's log book/visitor management system completion of work prior
to exiting the facility and notify the authorized City site representative.
4. Observe and adapt to all City safety/OSHA rules/guidelines. As these procedures are subject to
change at each City site.
Page 14 of 26
5. All of Consultant's employees on site shall wear"Consultant" or`visitor"badges issued by the
City.
6. All of Consultant's employees conducting work on a City site shall have a background check
conducted. This also includes third party integrators/aonfractors. This service is provided by the
City of Lakeland's Police Department.
7. Consultant shall comply with and meet all low voltage codes per City of Lakeland's Building
Inspection Department which follows the NEC codes and also pull permits when applicable.
8. Maintain documentation of all work performed under this contract on forms provided or
approved by the City. All such documents will become the property of the City upon termination
of this contract. Invoices submitted by the Consultant will not be approved for payment unless
written documentation of all work for which the Consultant seeks payment are attached.At the
minimum, documentation will include:
a) Consultant name,complete address,and contact information.
b) Date,time,and location of site visit.
1 c) Reason for site visit.
d) Brief description of work performed or accomplished.
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 contract personnel.
j) Approval by the City of Lakeland representative.
k) Approval by the Consultant's Operations Manager.
IX. WARRANTY:
All projects and work performed under this agreement shall have a minimum twenty four(24)month
parts and labor warranty. Should the manufactures warranties exceed twenty four(24)months,the,
manufacturers' warranty shall prevail with only the contractor's normal labor charges being charged
after the initial 24 month period.
1 '
Page 15 of 26
EXHIBIT "B"
INSURANCE REQUIREMENTS
Master Services Agreement for Security Systems Repairs, Maintenance
and Upgrades (CCNA) for the City of Lakeland
STATEMENT OF PURPOSE
The City of Lakeland(the"City")from time to time enters into agreements, leases and other contracts with Other
Parties(as hereinafter defined).
Such Agreements shall contain at a minimum risk management/insurance terms to protect the City's interests and
to minimize its potential liabilities. Accordingly,the following minimum requirements shall apply:
CITY DEFINED
The term City (wherever it may appear) is defined to mean the City of Lakeland itself, its Commission,
employees,volunteers,representatives and agents.
OTHER PARTY DEFINED
The term Other Party(wherever it may appear)is defined to mean the other person or entity which is the counter-
party to the Agreement with the City and any of such Other Party's subsidiaries, affiliates, officers, employees,
volunteers,representatives,agents,contractors and subcontractors.
LOSS CONTROL/SAFETY
Precaution shall be exercised at all times by the Other Party for the protection of all persons,including employees,
and property. The Other Party shall comply with all laws, rules, regulations or ordinances related to safety and
health, and shall make special effort to anticipate and detect hazardous conditions and shall take such
precautionary and prompt action where loss control/safety measures should reasonably be expected.
The City may order work to be stopped at any time, without liability, if conditions exist that present immediate
danger to persons or property. The Other Party acknowledges that such stoppage,or failure to stop,will not shift
responsibility for any damages from the Other Party to the City.
INSURANCE-BASIC COVERAGES REQUIRED
The Other Party shall procure and maintain the following described insurance, except for coverage specifically
waived by the City of Lakeland,on policies and with insurers acceptable to the City,and insurers with AM Best
ratings of no less than A.
These insurance requirements shall in no way limit the liability of the Other Party. The City does not represent
these minimum insurance requirements to be sufficient or adequate to protect the Other Party's interests or
liabilities, but are merely minimums.
"Except for workers'compensation and professional liability,the Other Party's insurance policies shall be
endorsed to name the City of Lakeland as additional insured.It is ageed that the Other Party's insurance shall be
•
Page 16 of 26
deemed primary and non-contributory with respect to any insurance or self-insurance carried by The City of
Lakeland for liability arising out of the operations of this agreement.
Page 17 of 26
Insurance Requirements (cont'd)
INSURANCE—BASIC COVERAGES REQUIRED(cont'd)
Except for workers compensation, the Other Party waives its right of recovery against the City, to the extent
permitted by its insurance policies.
The Other Party's deductibles/self-insured retentions shall be disclosed to the City and may be disapproved by the
City. They shall be reduced or eliminated at the option of the City. The Other Party is responsible for the amount
of any deductible or self-insured retention.
Insurance required of the Other Party or any other insurance of the Other Party shall be considered primary, and
insurance of the City shall be considered excess, as may be applicable to claims which arise out of the Hold
Harmless, Payment on Behalf of the City of Lakeland, Insurance, Certificates of Insurance and any Additional
Insurance provisions of this agreement,contract, or lease.
Commercial General Liability: This insurance shall be an `occurrence" type policy written in
comprehensive form and shall protect the Other Party and the additional insured against all claims arising from
bodily injury, sickness, disease, or death of any person other than the Other Party's employees or damage to
property of the City or others arising out of any act or omission of the Other Party or its agents, employees, or
Subcontractors and to be inclusive of property damage resulting from explosion, collapse or underground(xcu)
exposures. This policy shall also include protection against claims insured by usual personal injury liability
coverage, and to insure the contractual liability assumed by the Other Party under the article entitled
INDEMNIFICATION, and"Products and Completed Operations"coverage.
The Other Party is required to continue to purchase products and completed operations coverage for a minimum
of three years beyond the City's acceptance of renovation or construction properties.
The liability limits shall not be less than:
Bodily Injury and $1,000,000
Property Damage Single limit each occurrence
Business Automobile Liability: Business Auto Liability coverage is to include bodily injury and property
damage arising out of ownership, maintenance or use of any auto, including owned, non-owned and hired
automobiles and employee non-ownership use.
The liability limits shall not be less than:
Bodily Injury and $300,000 -
Property Damage Single limit each occurrence
Workers' Compensation: Workers' Compensation coverage to apply for all employees for statutory limits
and shall include employer's liability with a limit of$100,000 each accident, $500,000 disease policy limits,
$100,000 disease limit each employee. ("All States"endorsement is required where applicable). If exempt from
Worker's Compensation coverage, as defined in Florida Statue 440, the Other Party will provide a copy of State •
Workers' Compensation exemption.
All subcontractors shall be required to maintain Worker's Compensation. -
The Other Party shall also purchase any other coverage required by law for the benefit of employees.
Page 18 of 26
ADDITIONAL INSURANCE
Additional Insurance: The City requires the following types of insurance.
Professional Liability/Malpractice/Errors or Omissions Insurance: The Other Party shall carry
professional malpractice insurance throughout the term of this Contract and shall maintain such coverage for an
extended period of three (3) years after completion and acceptance of any work performed hereunder. At all
times throughout the period of required coverage, said coverage shall insure all claims accruing from the first date
of the Contract through the expiration date of the last policy period. In the event that Other Party shall fail to
secure and maintain such coverage, Other Party shall be deemed the insurer of such professional malpractice and
shall be responsible for all damages suffered by the City as a result thereof,including attorney's fees and costs.
The liability limits shall not be less than: $1,000,000
EVIDENCE/CERTIFICATES OF INSURANCE
Required insurance shall be documented in Certificates of Insurance which provide that the City shall be notified
at least 30 days in advance of cancellation,nonrenewable,or adverse change.
New Certificates of Insurance are to be provided to the City at least 15 days prior to coverage renewals.
If requested by the City, the Other Party shall furnish complete copies of the Other Party's insurance policies,
forms and endorsements,
• For Commercial General Liability coverage the Other Party shall, at the option of the City,provide an indication
of the amounts of claims payments or reserves chargeable to the aggregate amount of liability coverage.
Receipt of certificates or other documentation of insurance or policies or copies of policies by the City,or.by any
of its representatives,which indicate less coverage than required does not constitute a waiver of the Other Party's
{ obligation to fulfill the insurance requirements herein.
•
Page 19 of 26
EXHIBIT "C"
HOLD HARMLESS/INDEMNIFICATION
Consultant
To the fullest extent permitted by laws and regulations, and in consideration of the amount stated on any
Purchase Order or Task Authorization, the Consultant shall indemnify and hold harmless the City, and
its officers and employees, from all liabilities, damages, losses, and costs, including, but not limited to,
reasonable attorneys' fees, to the extent caused by the negligence, recklessness, or intentionally
wrongful conduct of the Consultant and other persons employed or utilized by the Consultant in the
performance of this Contract.
In any and all claims against the City, or any of its officers or employees, by any person employed or
utilized by the Consultant in the performance of this Contract, this indemnification obligation 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 Consultant or any other person or organization under workers' or workmen's
compensation acts, disability benefit acts, or other employee benefit acts, nor shall this indemnification
obligation be limited in any way by any limitation on the amount or type of insurance coverage
provided by the City,the Consultant,or any other person or organization.
Applicability: It is the express intent of the Consultant that this agreement shall apply for the
project(s) or time period indicated below. (Check and complete one):
Agreement is applicable to all contracts,purchase orders and other work
performed for the City of Lakeland for the time period of not more than five (5)
years.
to
(Date) (Date)
(OR)
Agreement is limited to Purchase Order# ,or Contract
dated
Subrogation:, The Consultant and its Subcontractors shall require their insurance carriers, with
respect to all insurance policies, to waive all rights of subrogation against the City, except for
"Professional Liability." In the case of"Professional Liability," the Consultant and its Subcontractors
shall require their insurance carriers to waive all rights of subrogation except in situations where gross
negligence is shown on the part of the City.
Page 20 of 26
Release of Liability: Acceptance by the Consultant of the last payment shall be a release to the City
and every officer and agent thereof, from all claims and liability hereunder for anything done or
furnished for, or relating to the work, or for any act or neglect of the City or of any person relating to or
affecting the work unless otherwise specified in a written agreement between'Consultant and City at the
time of final payment.
Savings Clause: The parties agree that to the extent the written terms of this Indemnification
conflict with any provisions of Florida laws or statutes, in particular Sections 725.06 and 725.08 of the
Florida Statutes, the written terms of this indemnification shall be deemed by any court of competent
jurisdiction to be modified in such a manner as to be in full and complete compliance with all such laws
or statutes and to contain such limiting conditions, or limitations of liability, or to not contain any
unenforceable or prohibited term or terms, such that this Indemnification shall be enforceable in
accordance with and to the greatest extent permitted by Florida Law.
CITY OF LAKELAND
Name of Organization
BY: BY:
Karen Lukhaub,Director of Risk Management Signature of Owner or Officer
DATE ATTEST:
Corporate Secretary or Witness
STATE OF:
Organization Phone Number
COUNTY OF: PHONE:
The foregoing instrument was acknowledged before me this day of ,2013
by ,of
Printed Name of Owner!Officer Corporate or Company Name
He/She is personally known to me or has produced as
State Drivers License Number
identification,and did /did not take an oath.
Signature of Person Taking Acknowledgment
Printed Name of Person Taking Acknowledgment
Serial Number, if any Notary Seal
7/2006
Page 21 of 26
EXHIBIT "D"
SPECIFICATION SAFETY REQUIREMENTS
The following safety requirements are comprehensive in nature with some site
specificity; therefore,not all sections are applicable to every Contract.-Please apply those
safety requirements as site or situation dictate. NOTE: All City project representatives
who assume responsibility for contract management will be responsible for insuring
compliance with these safety requirements by all Consultants and/or Subcontractors.
I. GENERAL
A. The Consultant shall comply with all Federal/State Occupational Safety and
Health Act (OSHA) Standards and any other rules and regulations applicable to
construction and/or maintenance activities in the State of Florida. The Consultant
shall also comply with county, city, or any other agency's rules and regulations
regarding safety.
B. The City's safety personnel or any supervisor may order that the work be stopped
if a condition of immediate danger is found to exist. Nothing contained herein
shall be construed to shift responsibility or risk of loss for injuries or damage.
sustained as a result of a violation of this Article from the Consultant to the City;
and the Consultant shall remain solely and exclusively responsible for compliance
with all safety requirements and for the safety of all persons and property at the
project site.
C. The parties hereto expressly agree that the obligation to comply with applicable
safety provisions is a material provision of this Contract and a duty of the
Consultant. The City reserves the right to require demonstration of compliance
with the safety provisions of this Contract. The parties agree that such failure is
deemed to be a material breach of this Agreement; and the Consultant agrees
upon such breach, all work pursuant to the Contract shall terminate until
demonstration to the City that the safety provisions of this Agreement have been
complied with. In no event shall action or failure to act on the part of the City be
construed as a duty to enforce the safety provisions of this Agreement, nor shall it
be construed to create liability for the City for any act or failure to act in respect
to the safety provisions of this Agreement.
H. SAFETY EQUIPMENT
All of the City's safety regulations will be strictly adhered to and enforced by the City of
Lakeland Safety Division, which may include work stoppage or removal of Consultant
and/or personnel. These safety regulations include, but are not limited to:
Page 22 of 26
A. All persons on City property will wear industrial safety glasses with affixed side-
shields at all times,except when in an office building or construction trailer,in the
enclosed cab of a motor vehicle, or during a break period when all work has
stopped.
B. All persons on City property will wear an approved hard hat in good repair at all
times, except when in an office building or construction trailer, in the enclosed
cab of a motor vehicle, or during a break period when all work has stopped.
Bump hats are not acceptable at any time.
C. All persons on City property and in an area where the noise level exceeds 85db,
must wear hearing protection that complies with ANSI S3.19-74 (ear muffs and/or
approved ear plugs with an NRR of at least 30). This includes areas where noisy
equipment is in use(i.e.jack hammers, electric or air drills, heavy equipment with
open cabs,pipe cutting saws,etc.) and in the plant where posted.
D. Sport or athletic-type style shoes are NOT considered a suitable work shoe and
are not acceptable as work shoes at this location
E. Work conducted in an elevated position will require that:
1. Any person on City property working on or in an elevated location (four feet
above ground level) regardless of the installation of handrails or guardrails
must wear safety harness and be tied off with a lanyard to a fixed object or
support that will restrict that person's fall to a "minimum distance". (29CFR
1910.66 applies to all cases)
2. Any person working from an electrical-line bucket truck will have in use the
appropriate fall protection device.
3. Any person on a pole or tree will have in use the appropriate gaffs, belts,
and/or harness.
4. Compliance with 29CFR 1910.269 is required. Distance requirements as
detailed in this standard to energized lines must be adhered to.
F. Any person on City property, in an area where tools are being used that cause or
may cause flying particles or an area where there is a potential of excessive dust •
or airborne particles, must wear, in addition to and over their industrial safety
glasses, either soft-sided goggles or a full face shield/protector, and the
appropriate respiratory protection equipment.
G. Where vehicular and/or pedestrian traffic is affected:
1. Maintenance of Traffic
Page 23 of 26
(a) The Consultant shall conduct his work so as to interfere as little as
possible with public travel, whether vehicular or pedestrian. Whenever it
is necessary to cross, obstruct, or close roads, driveways, and walks,
whether public or private, the Consultant shall, at his own expense,
provide and maintain suitable and safe detours or other temporary
expedients for the accommodation of public and private travel, and shall
give reasonable notice to owners of private drives before interfering
with them. Such maintenance of traffic will not be required when the
Consultant has obtained permission from the owner and tenant of private
property, or from the authority having jurisdiction over public property
involved,to obstruct traffic at the designated point.
2. Barricades and Lights •
(a) All streets, roads, highways, and other public thoroughfares, which are
closed to traffic, shall be protected by effective barricades on which shall
be placed acceptable warning signs. Barricades shall be located at the
nearest intersecting public highway or street on each side of the blocked
section and all other positions required by applicable standards. All
barricades and obstructions shall be illuminated by means of warning
lights from sunset to sunrise. Materials stored upon or alongside public
streets and highways shall be so placed, and at the work at all times shall
be so conducted, as to cause the minimum obstruction and inconvenience
to the traveling public. All barricades, signs, lights, and other protective
devices shall be installed and maintained in conformity with applicable
statutory requirements and, where within railroad and highway rights-of-
way, as required by the authority having jurisdiction there-over.
(b) All Consultant owned or controlled vehicles and/or equipment which will
be operated on or within ten (10) feet of the roadway will be equipped
with a minimum of one amber 360 degree Class I warning device. This
device must meet minimum standards for utility construction purposes
such as a minimum of 500,000 candlepower and visible from 360 degrees
of mounting. The warning device(s) must be in operation at all times that
a vehicle/equipment is on the roadway or within the ten (10)feet of runoff
area and not in a"normal"travel status.
3. Damage to Existing Property
(a) The Consultant will be held responsible for any damage to existing
structures, work, materials, or equipment because of his operations and
shall repair or replace any damaged structures, work, materials, or,
equipment to the satisfaction of, and at no additional cost to, the City,
unless otherwise addressed in the Contract.
Page 24 of 26
H. The Consultant and/or Subcontractor must be provided MSDS(s) which is/are in
the possession of the City upon receipt of a written request. The City may
establish reasonable procedures for acting upon such requests to avoid
interruption of normal work operations.
I. Before any work shall begin, the Consultant shall arrange a meeting to advise
City's field representative about safety and any dangers City employees will be
subjected to,due to the presence of chemicals on the project site.
Page 25 of 26
APPENDIX"A"
SALARY FEE SCHEDULE
Page 26 of 26
1,
APPENDIX A
'
1411- 107
r 9 City of
I. I ELAND SiteSecure
Marr Put the IT in Owcpritk
DESIGN-BUILD AGREEMENT PRICING
LABOR PRICING
LABOR CATEGORY "YEAR ONE YEAR-T1NO YEAR'TREE
a 1
Account Manager/PM $ 120,00 1 $ 124,00 $ 138.00
Field Engineer f $ 90,00 $ 93.00 $ 96.00
System Designer/CAD $ 90,00 $ 93.00 $ 9600
Superintendent , $ 100,00 $ 103,00 $ 106.00
Installer $ 85,00 $ 88.00 $ 91.00
Installer Helper $ 70.00 ; $ 72.00 $ 74.00
Service/Training Rate $ 100.00 ; $ 103.00 $ 106:00
s.
�
Material & Equipment Mark Up: Material Equipment
15%
Subcontractor Mark-Up:
Cost (as bid lump sum or T&M) 10%
CLAkinti AiiOHSt
2. eQuipment and Material'cost" is eaFculated to be Inclusive of shipping and ap*licabre sales or use
tax_The Mark Uo Is applied to that subtotal.
2. The Equipment and Material Markup is Incruslve of any lab Or burden/risk for warranty support as
required by the agreement.
3. Labor rates are inclusive or all tools and equipment assigned to that Individual including vehicle,
fuel, maintenance, insurance, cell phone, laptop eompuber, etc.
SFIESECURE
760 Monroe Road, Sanrord FL 32771
Leader In 3P-L+aced Surveillance, A.cesk,Contiol arid Li Cense Plate Recognition ystcnys
GL 01506.148 . EC 130050&1 • PE 00309710