Revenue_Generating_Agreement-General_Services.pdf

Revenue Generating Agreement-General Services (2024_Ver.1)

REVENUE GENERATING AGREEMENT

(GENERAL SERVICES)

for

THIS AGREEMENT, made and entered into on this day of of 20_____, by and between ___________________________________________________________________, (the "Contractor") authorized to do business in the State of Florida, whose business address is ____________________________________________________________________________, and Collier County, a political subdivision of the State of Florida, (the "County"):

W I T N E S S E T H:

1. AGREEMENT TERM. The Agreement shall be for a _______ (____) year period, commencing upon the date of Board approval; or upon ________________________.

The County may, at its discretion and with the consent of the Contractor, renew the Agreement under all of the terms and conditions contained in this Agreement for ________ ( _____ ) additional _______ (_____) year(s) periods. The County shall give the Contractor written notice of the County’s intention to renew the Agreement term prior to the end of the Agreement term then in effect.

The County Manager, or his designee, may, at his discretion, extend the Agreement under all of the terms and conditions contained in this Agreement for up to one hundred and eighty (180) days. The County Manager, or his designee, shall give the Contractor written notice of the County's intention to extend the Agreement term prior to the end of the Agreement term then in effect.

2. COMMENCEMENT OF SERVICES. The Contractor shall commence the work upon issuance of a Notice to Proceed, on an as-needed basis.

3. STATEMENT OF WORK. The Contractor shall provide services in accordance with the terms and conditions of Request for Proposal (RFP) Invitation to Bid (ITB) Other________________________________________ (______) #_____________, including all Attachment(s), Exhibit(s) and Addenda and the Contractor's proposal referred to herein and made an integral part of this Agreement.

The Contractor shall also provide services in accordance with Exhibit A – Scope of Services attached hereto. It is not permissible for other County divisions or governmental entities to utilize the Agreement.

3.1 This Agreement contains the entire understanding between the parties and any modifications to this Agreement shall be mutually agreed upon in writing by the Parties, in compliance with the

County’s Procurement Ordinance, as amended, and Procurement Procedures in effect at the time such services are authorized.

4. THE AGREEMENT SUM. The Contractor shall pay the County for the performance of this Agreement based on Exhibit B- Fee Schedule, attached hereto.

5. FINANCIAL REVIEW, RECORDS, AUDIT. The Contractor shall provide, at its expense, an accounting of all gross concession and ride sales revenues to the Parks and Recreations Division Director or his designee within forty-eight (48) hours of the conclusion of event services. This accounting should consist of a report directly from a point of sale system preapproved by the Division Director or his designee. Further, the Contractor shall provide an accounting of gross sales revenues within forty-eight (48) hours of the conclusion of the event. The Contractor shall provide payment to the County within thirty (30) days upon conclusion of event services.

6. SALES TAX. Contractor shall pay all sales, consumer, use and other similar taxes associated with the Work or portions thereof, which are applicable during the performance of the Work.

Collier County, Florida as a political subdivision of the State of Florida, is exempt from the payment of Florida sales tax to its vendors under Chapter 212, Florida Statutes, Certificate of Exemption # 85-8015966531C.

7. NOTICES. All notices from the County to the Contractor shall be deemed duly served if mailed or emailed to the Contractor at the following:

Company Name: _______________________________________________

Address: _______________________________________________

Authorized Agent: _______________________________________________

Telephone: _______________________________________________

E-Mail(s): _______________________________________________

All Notices from the Contractor to the County shall be deemed duly served if mailed or emailed to the County to:

Board of County Commissioners for Collier County, Florida

Division Director: _______________________________________________

Division Name: _______________________________________________

Address: _______________________________________________

Administrative Agent/PM: _______________________________________________

Telephone: ________________________________________________

E-Mail(s): ________________________________________________

The Contractor and the County may change the above mailing address at any time upon giving the other party written notification. All notices under this Agreement must be in writing.

8. NO PARTNERSHIP. Nothing herein contained shall create or be construed as creating a partnership between the County and the Contractor or to constitute the Contractor as an agent of the County.

9. PERMITS: LICENSES: TAXES. In compliance with Section 218.80, F.S., all permits necessary for the prosecution of the Work shall be obtained by the Contractor. The County will not be obligated to pay for any permits obtained by Subcontractors.

Payment for all such permits issued by the County shall be processed internally by the County.

All non-County permits necessary for the prosecution of the Work shall be procured and paid for by the Contractor. The Contractor shall also be solely responsible for payment of any and all taxes levied on the Contractor. In addition, the Contractor shall comply with all rules, regulations and laws of Collier County, the State of Florida, or the U. S. Government now in force or hereafter adopted. The Contractor agrees to comply with all laws governing the responsibility of an employer with respect to persons employed by the Contractor.

10. NO IMPROPER USE. The Contractor will not use, nor suffer or permit any person to use in any manner whatsoever, County facilities for any improper, immoral or offensive purpose, or for any purpose in violation of any federal, state, county or municipal ordinance, rule, order or regulation, or of any governmental rule or regulation now in effect or hereafter enacted or adopted. In the event of such violation by the Contractor or if the County or its authorized representative shall deem any conduct on the part of the Contractor to be objectionable or improper, the County shall have the right to suspend the Agreement of the Contractor. Should the Contractor fail to correct any such violation, conduct, or practice to the satisfaction of the County within twenty-four (24) hours after receiving notice of such violation, conduct, or practice, such suspension to continue until the violation is cured. The Contractor further agrees not to commence operation during the suspension period until the violation has been corrected to the satisfaction of the County.

11. TERMINATION. Should the Contractor be found to have failed to perform his services in a manner satisfactory to the County as per this Agreement, the County may terminate said Agreement for cause; further the County may terminate this Agreement for convenience with a thirty (30) day written notice. The County shall be the sole judge of non-performance.

In the event that the County terminates this Agreement, Contractor’s recovery against the County shall be limited to that portion of the Agreement Amount earned through the date of termination.

The Contractor shall not be entitled to any other or further recovery against the County, including, but not limited to, any damages or any anticipated profit on portions of the services not performed.

12. NO DISCRIMINATION. The Contractor agrees that there shall be no discrimination as to race, sex, color, creed or national origin.

13. INSURANCE. The Contractor shall provide insurance as follows:

A. Commercial General Liability: Coverage shall have minimum limits of $__________ Per

Occurrence, $____________ aggregate for Bodily Injury Liability and Property Damage Liability.

This shall include Premises and Operations; Independent Contractors; Products and Completed Operations and Contractual Liability.

B. Business Auto Liability: Coverage shall have minimum limits of $____________ Per Occurrence, Combined Single Limit for Bodily Injury Liability and Property Damage Liability. This shall include: Owned Vehicles, Hired and Non-Owned Vehicles and Employee Non-Ownership.

C. Workers' Compensation: Insurance covering all employees meeting Statutory Limits in compliance with the applicable state and federal laws.

The coverage must include Employers' Liability with a minimum limit of $______________ for each accident.

D. Professional Liability: Shall be maintained by the Contractor to ensure its legal liability for claims arising out of the performance of professional services under this Agreement. Contractor waives its right of recovery against County as to any claims under this insurance. Such insurance shall have limits of not less than $____________each claim and aggregate.

E. Cyber Liability: Coverage shall have minimum limits of $_____________per claim.

F. : Coverage shall have minimum limits of $_____________per claim.

Special Requirements: Collier County Board of County Commissioners, OR, Board of County Commissioners in Collier County, OR, Collier County Government shall be listed as the Certificate Holder and included as an “Additional Insured" on the Insurance Certificate for Commercial General Liability where required. This insurance shall be primary and non-contributory with respect to any other insurance maintained by, or available for the benefit of, the Additional Insured and the Contractor’s policy shall be endorsed accordingly.

Current, valid insurance policies meeting the requirement herein identified shall be maintained by

Contractor during the duration of this Agreement. The Contractor shall provide County with certificates of insurance meeting the required insurance provisions. Renewal certificates shall be sent to the County thirty (30) days prior to any expiration date. Coverage afforded under the policies will not be canceled or allowed to expire until the greater of: thirty (30) days prior written notice, or in accordance with policy provisions. Contractor shall also notify County, in a like manner, within twenty-four (24) hours after receipt, of any notices of expiration, cancellation, non-renewal or material change in coverage or limits received by Contractor from its insurer, and nothing contained herein shall relieve Contractor of this requirement to provide notice.

Contractor shall ensure that all subcontractors comply with the same insurance requirements that the Contractor is required to meet.

14. INDEMNIFICATION. To the maximum extent permitted by Florida law, the Contractor shall defend, indemnify and hold harmless Collier County, its officers and employees from any and all liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys’ fees and paralegals’ fees, whether resulting from any claimed breach of this Agreement by Contractor, any statutory or regulatory violations, or from personal injury, property damage, direct or consequential damages, or economic loss, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the Contractor or anyone employed or utilized by the Contractor in the performance of this Agreement. This indemnification obligation shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may be available to an indemnified party or person described in this paragraph.

This section does not pertain to any incident arising from the sole negligence of Collier County.

16.1 The duty to defend under this Article 13 is independent and separate from the duty to indemnify, and the duty to defend exists regardless of any ultimate liability of the Contractor, County and any indemnified party. The duty to defend arises immediately upon presentation of a claim by any party and written notice of such claim being provided to Contractor. Contractor’s obligation to indemnify and defend under this Article 13 will survive the expiration or earlier termination of this Agreement until it is determined by final judgment that an action against the County or an indemnified party for the matter indemnified hereunder is fully and finally barred by the applicable statute of limitations.

15. DEFAULT IN PAYMENT. The Statement of Gross Receipts, the payments computed on that amount and any other taxes and fees due must be submitted to the County through the Director of Parks and Recreation or Designee, within forty-eight (48) hours upon conclusion of the event service(s). In the event the Contractor fails to pay this consideration within thirty (30) days upon conclusion of the event service(s), there shall be a late charge of ten percent (10%) per day added to the fees due. The County has no duty to notify the Contractor of its failure to remit any such payment or report.

16. WAIVER OF LOSS FROM HAZARD. The Contractor hereby expressly waives all rights, claims, and demands and forever releases and discharges the County from all demands, claims, actions and causes of action arising from this Agreement, except intentional torts.

17. NO LIENS. Contractor will not suffer or, through its actions or by anyone under its control or supervision, cause to be filed upon the property any lien or encumbrance of any kind. In the event any lien is filed, Contractor shall cause such lien to be discharged within ten (10) days after written notice to do so from the County.

18. AGREEMENT ADMINISTRATION. This Agreement shall be administered on behalf of the

County by the _____________________________________________________.

19. CONFLICT OF INTEREST. Contractor represents that it presently has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of services required hereunder. Contractor further represents that no persons having any such interest shall be employed to perform those services.

20. APPLICABILITY. Only the sections corresponding to any checked box ( ) will apply to this

Agreement.

21. COMPONENT PARTS OF THIS AGREEMENT. This Agreement consists of the following component parts, all of which are as fully a part of the Agreement as if herein set out verbatim:

Contractor's Proposal, Insurance Certificate(s), Exhibit A Scope of Services, Exhibit B Fee Schedule, RFP/ ITB/ Other #_______ ____________, including Exhibits, Attachments and Addenda/Addendum and Other Exhibit/Attachment:

22. SUBJECT TO APPROPRIATION. It is further understood and agreed by and between the parties herein that this Agreement is subject to appropriation by the Board of County Commissioners.

23. PROHIBITION OF GIFTS TO COUNTY EMPLOYEES. No organization or individual shall offer or give, either directly or indirectly, any favor, gift, loan, fee, service or other item of value to any County employee, as set forth in Chapter 112, Part III, Florida Statutes, Collier County Ethics Ordinance No. 2004-05, as amended, and County Administrative Procedure 5311. Violation of this provision may result in one or more of the following consequences: a. Prohibition by the individual, firm, and/or any employee of the firm from contact with County staff for a specified period of time; b. Prohibition by the individual and/or firm from doing business with the County for a specified period of time, including but not limited to: submitting bids, RFP, and/or quotes; and,

c. immediate termination of any Agreement held by the individual and/or firm for cause.

24. COMPLIANCE WITH LAWS. By executing and entering into this Agreement, the Contractor is formally acknowledging without exception or stipulation that it agrees to comply, at its own expense, with all federal, state and local laws, codes, statutes, ordinances, rules, regulations and requirements applicable to this Agreement, including but not limited to those dealing with the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either may be amended; taxation, workers’ compensation, equal employment and safety including, but not limited to, the Trench Safety Act, Chapter 553, Florida Statutes, and the Florida Public Records Law Chapter 119, including specifically those contractual requirements at F.S. § 119.0701(2)(a)-(b) as stated as follows:

IT IS THE CONTRACTOR’S DUTY TO PROVIDE PUBLIC RECORDS RELATING

TO THIS CONTRACT. IF THE CONTRACTOR HAS QUESTIONS REGARDING

THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, IT SHOULD

CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT:

Communication and Customer Relations Division 3299 Tamiami Trail East, Suite 102

Naples, FL 34112-5746 Telephone: (239) 252-8999

Email: PublicRecordRequest@colliercountyfl.gov

The Contractor must specifically comply with the Florida Public Records Law to:

1. Keep and maintain public records required by the public agency to perform the service.

2. Upon request from the public agency’s custodian of public records, provide the public agency 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 in this chapter or as otherwise provided by 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 public agency.

4. Upon completion of the contract, transfer, at no cost, to the public agency all public records in possession of the Contractor or keep and maintain public records required by the public agency to perform the service. If the Contractor transfers all public records to the public agency upon completion of the contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. 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 public agency, upon request from the public agency’s custodian of public records, in a format that is compatible with the information technology systems of the public agency.

If Contractor observes that the Contract Documents are at variance therewith, it shall promptly notify the County in writing. Failure by the Contractor to comply with the laws referenced herein shall constitute a breach of this Agreement and the County shall have the discretion to unilaterally terminate this Agreement immediately.

25. AGREEMENT TERMS. If any portion of this Agreement is held to be void, invalid, or otherwise unenforceable, in whole or in part, the remaining portion of this Agreement shall remain in effect.

26. ADDITIONAL ITEMS/SERVICES. Additional items and/or services may be added to this

Agreement in compliance with the Procurement Ordinance, as amended, and Procurement Procedures.

27. DISPUTE RESOLUTION. Prior to the initiation of any action or proceeding permitted by this

Agreement to resolve disputes between the parties, the parties shall make a good faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by representatives of Contractor with full decision-making authority and by County’s staff person who would make the presentation of any settlement reached during negotiations to County for approval. Failing resolution, and prior to the commencement of depositions in any litigation between the parties arising out of this Agreement, the parties shall attempt to resolve the dispute through Mediation before an agreed-upon Circuit Court Mediator certified by the State of Florida. The mediation shall be attended by representatives of Contractor with full decision-making authority and by County’s staff person who would make the presentation of any settlement reached at mediation to County’s board for approval. Should either party fail to submit to mediation as required hereunder, the other party may obtain a court order requiring mediation under section 44.102, Fla. Stat.

28. VENUE. Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters.

29. KEY PERSONNEL. The Contractor’s personnel and management to be utilized for this project shall be knowledgeable in their areas of expertise. The County reserves the right to perform investigations as may be deemed necessary to ensure that competent persons will be utilized in the performance of the Agreement. The Contractor shall assign as many people as necessary to complete the services on a timely basis, and each person assigned shall be available for an amount of time adequate to meet the required service dates. The Contractor shall not change Key Personnel unless the following conditions are met: (1) Proposed replacements have substantially the same or better qualifications and/or experience. (2) that the County is notified in writing as far in advance as possible. The Contractor shall make commercially reasonable efforts to notify Collier County within seven (7) days of the change. The County retains final approval of proposed replacement personnel.

AGREEMENT STAFFING. The Contractor’s personnel and management to be utilized for this

Agreement shall be knowledgeable in their areas of expertise. The County reserves the right to perform investigations as may be deemed necessary to ensure that competent persons will be utilized in the performance of the Agreement. The Contractor shall assign as many people as necessary to complete required services on a timely basis, and each person assigned shall be available for an amount of time adequate to meet required services.

30. ORDER OF PRECEDENCE. In the event of any conflict between or among the terms of any of the Contract Documents, the terms of solicitation the Contractor’s Proposal, and/or the County’s Board approved Executive Summary, the Contract Documents shall take precedence.

31. ASSIGNMENT. Contractor shall not assign this Agreement or any part thereof, without the prior consent in writing of the County. Any attempt to assign or otherwise transfer this Agreement, or any part herein, without the County's consent, shall be void. If Contractor does, with approval, assign this Agreement or any part thereof, it shall require that its assignee be bound to it and to assume toward Contractor all of the obligations and responsibilities that Contractor has assumed toward the County.

32. SECURITY. The Contractor is required to comply with County Ordinance 2004-52, as amended.

Background checks are valid for five (5) years and the Contractor shall be responsible for all associated costs. If required, Contractor shall be responsible for the costs of providing background checks by the Collier County Facilities Management Division for all employees that shall provide services to the County under this Agreement. This may include, but not be limited to, checking federal, state and local law enforcement records, including a state and FBI fingerprint check, credit reports, education, residence and employment verifications and other related records. Contractor shall be required to maintain records on each employee and make them available to the County for at least four (4) years. All of Contractor’s employees and subcontractors must wear Collier County Government Identification badges at all times while performing services on County facilities and properties. Contractor ID badges are valid for one (1) year from the date of issuance and can be renewed each year at no cost to the Contractor during the time period in which their background check is valid, as discussed below. All technicians shall have on their shirts the name of the contractor’s business.

The Contractor shall immediately notify the Collier County Facilities Management Division via e-mail (DL-FMOPS@colliergov.net) whenever an employee assigned to Collier County separates from their employment. This notification is critical to ensure the continued security of Collier County facilities and systems. Failure to notify within four (4) hours of separation may result in a deduction of $500 per incident.

33. FORCE MAJEURE. If closure of the facilities or loss of equipment is due to unforeseeable causes beyond the control of Contractor, and not due to its own fault or neglect, including but not restricted to, acts of nature or of public enemy, acts of government or of the County, fires, floods, epidemics, quarantine regulations, strikes or lock-outs, the County will allow pro rata adjustment of monthly payments up to the time such damage is repaired.

(signature page to follow)

IN WITNESS, WHEREOF, the Contractor and the County, by an authorized person or agent, have executed this Agreement on the date and year first above written.

BOARD OF COUNTY COMMISSIONERS

COLLIER COUNTY, FLORIDA

By: ________________________________ Sandra Herrera Procurement Services Division

Date Signed

Approved as to Form and Legality:

County Attorney

Print Name

CONTRACTOR:

By: _______________________________ Signature

Full Name

Title

Date Signed

Exhibit A

Scope of Services following this page (pages ____ through ____ ).

this exhibit is not applicable

Exhibit B

Fee Schedule

Other Exhibit/Attachment

Description: __________________________________________________________________ following this page (pages ____ through ___) this exhibit is not applicable