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#20-040-NS (Sunstate Meter & Supply, Inc.) GENERAL SERVICE AGREEMENT (NON-SOLICITATION) # 2 0 -040-NS for LARGE METERS n� THIS AGREEMENT, made and entered into on this Ca 1� day of 2 02 0, by and between_SUNSTATE METER & SUPPLY, INC. authorized to do business in the State of Florida, whose business address is 14001 W Newberry Rd, Newberry, FL 32669 (the "Contractor") and Collier County, a political subdivision of the State of Florida, (the "County"): WITNESSETH: 1. AGREEMENT TERM. The Agreement shall be for a three ( 3 ) year period, commencing ❑■ upon the date of Board approval ar en and terminating on,three( 3 )year(s) from that date or until all outstanding Purchase Order(s) issued prior to the expiration of the Agreement period have been completed or terminated. The County may, at its discretion and with the consent of the Contractor, renew the Agreement under all of the terms and conditions contained in this Agreement for two ( 2 ) additional one ( 1 ) 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. II 2 . COMMENCEMENT OF SERVICES. The Contractor shall commence the work upon issuance of a ❑■ Purchase Order n Notice to Proceed. 3. STATEMENT OF WORK. The Contractor shall provide services/products in accordance with the terms and conditions of this Agreement, _ E-x-bi-bit A---Scope-of-Services, attached-to-this-Agreement 0 Exhibit B-Fee Schedule, attached to this Agreement and made an integral part of this Agreement. Services/products acquired through this Agreement have been authorized through the approval of a n Single--Sour-ee-Waiver, I I Sole-Source-Waiver, ', Exemption from the Competitive Process, ❑ Other: Page 1 of 17 General Service Agreement Non-Solicitation#2017-004(Ver.2) CA r 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. 3.2 The execution of this Agreement shall not be a commitment to the Contractor to order any minimum or maximum amount. The County shall order items/services as required but makes no guarantee as to the quantity, number, type or distribution of items/services that will be ordered or required by this Agreement. 4. THE AGREEMENT SUM. t ❑ The-Gounty shall-pay-tt e-Gont-ractar--for-the-per-fofmanee-of--this-Agr-eement-an estimated-Ra-ximEm-amount-of--- (-$ ), per-County-fiscal-year,-based-on-units/ser-vices-fum+shed-per-Exhibit B--Fee--Schedule; attached hereto-arid-the--price-r-nethodology-as--defined-in-.Section-4:'I-:--P-ayr-nent--will--be made--upon---receipt-of-a--proper--invoice--and-upon-approval by-the--County -Contract Ad min istr-ative-A-gent/Project-M-o nag er;and-in-eomplaanee-with-Chapter-2-1-8;Fla--Stats-. otherwise-known-us-thee ocal-Government Prompt Payment-Act". n The County shall pay the Contractor for the performance of this Agreement based on Exhibit B- Fee Schedule, attached hereto and the price methodology as defined in Section 4.1. Payment will be made upon receipt of a proper invoice and upon approval by the County's Contract Administrative Agent/Project Manager, and in compliance with Chapter 218, Fla. Stats., otherwise known as the "Local Government Prompt Payment Act". ❑ The-County-shall-pay-the-Gontr-aetor-for-the-per-formance-of-this-Agreernen-t--arr estimated-maximum-amount-of per-County-fiseal-year-based-on-units/servic-es-fur-ni&hed-pursuant-to-the-quoted-priced offered-by-the-Contractor-in-r-esrponse-to-a-specific-Request for-Quotation-and-pursuant-to Price-Methodology-i n-Section-4-1--Payment-will-be-made-u pon-receipt-of-a-prep er-invoice and-upon-appr-oval-by-the-Gounty s-Gontraet-Ad ministr-ative-AgentProjee Manager;and in-eomplianee--with-Ghapter-2-'l8;Fiat-Stats—otherwise-known-as the"L-oeal--Government Prornpt-Payment-Aet". 4.1 Price Methodology (as selected below): } U Lump-Sum-(Fixed-Pr-ice):A-firm-fixed-total-pr-iee-offering-for-a-projecthe-risks-afe transferredfrom-the- ounty to-the-eontr-actor;and, as-a-businesls-practice-there are no hour-ly--er--.material-invoices,-pr-esentecl7-rather;-the-eontr-actor-Rust pe for-rn--to--the satisfaeti on-of-the-Go unty's-project-ma nag er-before-payment-for-the-fixed-price-ce nts-aet is-authorized: ❑ Time-and Materials:The-County-agrees-to-pay-the-contractor-for-the-amount-of-labor- time-spent-by-the-contractor's-employees-and-subeontr-actors-to-perform-the-work{nur-nber- of--hours-times-hourly-rate};-and-for-materials-and-equipment-used-in-the-project-(cost of Page 2 of 17 General Service Agreement Non-Solicitation 42017-004(Ver.2) (CAO materials-plus--the-eontractor s-markup):This-methodology-is-gener-al4y-used-in-projects in whioh-it-is-not-possible-to-a GUI r-ately-estimate-the-size-of-the-projeet;-or-when it is-expeoted- that-the-project-req•uir-ements-would-most-likely--change-As-a•-general-business-praetiee7 these-centraets-include-back-up-documentation-of-eosts;invoices-would-include-nunnber- of-hours-worked--and-billing-rate-by-position--(-and--Hot company-(-or•-subcontractor-) timekeeping-or-payroll-recor-ds-)-water-ial--or-equipment-invoices.,;-and-other-r-eimburssable doournentatien-for-t-he-project: n Unit Price: The County agrees to pay a firm total fixed price (inclusive of all costs, including labor, materials, equipment, overhead, etc.) for a repetitive product or service delivered (i.e. installation price per ton, delivery price per package or carton, etc.). The invoice must identify the unit price and the number of units received (no contractor inventory or cost verification). 4.2 Any County agency may obtain services under this Agreement, provided sufficient funds are included in their budget(s). 4.3 Payments will be made for services furnished, delivered, and accepted, upon receipt and approval of invoices submitted on the date of services or within six (6) months after completion of the Agreement. Any untimely submission of invoices beyond the specified deadline period is subject to non-payment under the legal doctrine of "laches" as untimely submitted. Time shall be deemed of the essence with respect to the timely submission of invoices under this Agreement. 4.4 n T-r-a:,e!-and-Reimbur-sab!e-€xpenses—Travel-and--Reimbursable-E-xpenses must be--appr-oved-in-advance-in-writing--by the-Gountt- Travel-expenses-shall-be rei m bu rsed-as-per-Section--11Z?061--1s1a-�tatr Reirnbursementsshall-be-at-the-foI owing-r-atesi- Mileage $0:44.-5-per-mile Breakfast $6-00 Lunch $1a-00 Dinner $1-9-00 it Air-fare Actual-ticket cost-limited--to-tourist-or-coach class-fare Rental-ear Actual rental-cost--limited--te-oompaet or standard-size-vehicles Lodging Actual-cost-of-lodging-at single-occupaney-rate with--a-cap--of-no-mere-than-$1 50:00-per-night Parking Actual-cost-of-parking Taxi-or-Airport-Limousine Actual-cost-of-either-taxi-or-airport-limousine Rei-mbursable--items-other-than-travel-expenses-shall-be limited-to-the-following,.---telephone long-distance-charges fax-charges;photocopying-charges-and-postage-Peimbar-sable items will-be--paid-only-after--Contr-actor--has---provided--all-r-eceiptc. Contractor shalh-be r-esponsible-fer--all-other-costs and-expenses-associated-with-activities-and solicitations undertaken-pus uant-to--tthis-A-greement. Page 3 of 17 General Service Agreement Non-Solicitation#2017-004(Ver.2) 5. 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 # 85-8015966531 C. 6. 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: SUNSTATE METER & SUPPLY, INC. Address: 14001 W Newberry Rd Newberry, FL 32669 Authorized Agent: Keith Ellenberg, President Attention Name & Title: Karen Whittle Telephone: 800-342-3409; 352-332-7106 E-Mail(s): Keith@Sunstatemeter.com; karen@sunstatemet 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: Joseph Bellone, Division Director Division Name: Public Utilities Finance Operations Address: 3299 Tamiami Trail E., Third Floor Naples, FL 34112 Administrative Agent/PM: Jesse Komorny or Donna Deeter Telephone: 239-252-2173 or 239-252-2622 E-Mail(s): Jesse.Komorny@Colliercountyfl.gov 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. 7. 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. 8. 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. Page 4 of 17 General Service Agreement Non-Solicitation#2017-004(Ver.2) coo 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. 9. 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. 10. 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. 11. NO DISCRIMINATION. The Contractor agrees that there shall be no discrimination as to race, sex, color, creed or national origin. 12. INSURANCE. The Contractor shall provide insurance as follows: A. n Commercial General Liability: Coverage shall have minimum limits of $1,000,000.00 Per Occurrence, $2,000,000.00 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. Li Business Aute Liability: Coverage shall have minimum limits of $ Per Occurrence, Combined Single Limit for Bodily Injury Liability and Page 5 of 17 General Service Agreement Non-Solicitation#2017-004(Ver.2) Properly-Damage-Liability, , C. (i Workers' Compensation: Insurance covering all employees meeting Statutory Limits in compliance with the applicable state and federal laws. The coverage must include Employers' Liability with a minimum limit of $500,000.00 for each accident. D. f l Profes en ur�utegal ndcr-this each slate and-agg egate. E. F. : Coverage shall have minimum limits of$ per slairn. 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. 13. 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, Page 6 of 17 General Service Agreement Non-Solicitation#2017-004(Ver.2) 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. 13.1 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. 14. AGREEMENT ADMINISTRATION. This Agreement shall be administered on behalf of the County by the Water Meter Division 15. 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. 16. 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: n Contractor's-Proposal, n Insurance Certificate(s), n €x-hibit A--Scope--of Services, I■j Exhibit B Fee Schedule, ❑ subsequent---quotes;---and 0 Other Exhibit/Attachment: Exemption from Competitive Process 17. APPLICABILITY. Sections corresponding to any checked box (111) expressly apply to the terms of this Agreement. 18. 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. 19. 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 x 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 Page 7 of 17 General Service Agreement Non-Solicitation fl2017-004(Ver.2) 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. 20. 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: IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: Communication and Customer Relations Division 3299 Tamiami Trail East, Suite 102 Naples, FL 34112-5746 Telephone: (239) 252-8383 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 I, 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, Page 8 of 17 General Service Agreement Non-Solicitation#2017-004(Ver.2) CA 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. 21. OFFER EXTENDED TO OTHER GOVERNMENTAL ENTITIES. Collier County encourages and agrees to the successful Contractor extending the pricing, terms and conditions of this solicitation or resultant Agreement to other governmental entities at the discretion of the successful Contractor. 22. PAYMENTS WITHHELD. The County may decline to approve any Application for Payment, or portions thereof, because of defective or incomplete work, subsequently discovered evidence or subsequent inspections. The County may nullify the whole or any part of any approval for payment previously issued and the County may withhold any payments otherwise due to Contractor under this Agreement or any other Agreement between the County and Contractor, to such extent as may be necessary in the County's opinion to protect it from loss because of: (a) defective Work not remedied; (b) third party claims failed or reasonable evidence indicating probable fling of such claims; (c) failure of Contractor to make payment properly to subcontractors or for labor, materials or equipment; (d) reasonable doubt that the Work can be completed for the unpaid balance of the Contract Amount; (e) reasonable indication that the Work will not be completed within the Contract Time; (f) unsatisfactory prosecution of the Work by the Contractor; or (g) any other material breach of the Contract Documents. If any conditions described above are not remedied or removed, the County may, after three (3) days written notice, rectify the same at Contractor's expense. The County also may offset against any sums due Contractor the amount of any liquidated or unliquidated obligations of Contractor to the County, whether relating to or arising out of this Agreement or any other Agreement between Contractor and the County. 23. (i GI_EA-N-UP---Contractor-agrees-to-keep-tha-Rrojec ite-clean-at-all-tir-nes-of-debris; rubbish-anckweste-materiels-ar+sing-cut of t-he--Work—/fit-#tie-cor- pletion-of-the-Work, Contractor shall-remove-all-debr-iTrubbish-arid-waste materials-fFem--and-about the-Project site-as-well.as--all-tool;appliances;conatr-Detierl-equipr-nent-and-machinery-and-€ur-plus materials;and-shall-leave-the-RrojeGt site-elean- 24. STANDARDS OF CONDUCT: PROJECT MANAGER, SUPERVISOR, EMPLOYEES. The Contractor shall employ people to work on County projects who are neat, clean, well-groomed and courteous. Subject to the American with Disabilities Act, Contractor shall supply competent employees who are physically capable of performing their employment duties. The County may require the Contractor to remove an employee it Page 9 of 17 General Service Agreement Non-Solicitation#2017-004(Ver.2) deems careless, incompetent, insubordinate or otherwise objectionable and whose continued employment on Collier County projects is not in the best interest of the County. 25. • WARRANTY. Contractor expressly warrants that the goods, materials and/or equipment covered by this Agreement will conform to the requirements as specified, and will be of satisfactory material and quality production, free from defects, and sufficient for the purpose intended. Goods shall be delivered free from any security interest or other lien, encumbrance or claim of any third party. Any services provided under this Agreement shall be provided in accordance with generally accepted professional standards for the particular service. These warranties shall survive inspection, acceptance, passage of title and payment by the County. Contractor further warrants to the County that all materials and equipment furnished under the Contract Documents shall be applied, installed, connected, erected, used, cleaned and conditioned in accordance with the instructions of the applicable manufacturers, fabricators, suppliers or processors except as otherwise provided for in the Contract Documents. If, within one (1) year after final completion, any Work is found to be defective or not in conformance with the Contract Documents, Contractor shall correct it promptly after receipt of written notice from the County. Contractor shall also be responsible for and pay for replacement or repair of adjacent materials or-Work which may be damaged as a result of such replacement or repair. These warranties are in addition to those implied warranties to which the County is entitled as a matter of law. 26. .n TESTS AND INSPECTIONS. If the Contract Documents or any codes, laws, ordinances, rules or regulations of any public authority having jurisdiction over the Project requires any portion of-the-Work to be specifically inspected, tested or approved, Contractor shall assume full responsibility therefore, pay all costs in connection therewith and furnish to the County the required certificates of inspection, testing or approval. All inspections, tests or approvals shall be performed in a manner and by organizations acceptable to the County. ii 27. n PIR'OTECTIO- N-OF-WORK: A-Gon-tr-ac-tor shall-fullyproteet the-Wor-k-from--loss-or-damage-and-shall-bear-the-cost of-any---&uch_less-or-carnage-until-final-payment has-been-made—lf-Gentr-actor-or- 1 anyone-for-whom-Contfactor-is-legally liable-is-responsible-for-a-ny-Ions-or-damage to--the----Work;or-other-work or-materials of the---County-er-Gountyss-separate eontraotor-s;Gontr-actor shawl-be-charged-with-the-samc, and anymonies-neeessary to-replace-such-loss-er--damage--shall--be deducted-from-an-y-a+nounts----due--to Gontraetor- • B-Contractor--shalknot--load-nor-permit-any-part--of-aeystructufe-to-be-loaded-ire-any manner-that will-endanger-the structure;nor--shall-Contractor-subject any--part of-the Work-or-adjacent-property-to-stresses-or-pressures-that-will-endanger-it, G-Contractor shall-natdistur-b--any-benchmar-k-e&tablished-by-the-Countywith-respect to-the-P-rojest----lf Contfactor;or-its-subcontractors agerats-or-anyone;for-whom Contractor-is-legally--liable,---distur-bs-the-County's-benchmarks--Gontractar-shall 4�. Page 10 of 17 General Service Agreement Non-Solicitation#2017-004(Ver.2) IiFI immediately-notify-the-County-The county-shall--r-e-establish-the--benehmar-ks-and Contractor-shall-be-liable-for-all-cost,-incurred-by-the-County-associated-therewith- 28. SUBMITTALS AND SUBSTITUTIONS. Any substitution of products/materials form specifications shall be approved in writing by the County in advance. 29. CHANGES IN THE WORK. The County shall have the right at any time during the progress of the Work to increase or decrease the Work. Promptly after being notified of a change, Contractor shall submit an estimate of any cost or time increases or savings it foresees as a result of the change. Except in an emergency endangering life or property, or as expressly set forth herein, no addition or changes to the Work shall be made except upon modification of the Purchase Order by the County, and the County shall not be liable to the Contractor for any increased compensation without such modification. No officer, employee or agent of the County is authorized to direct any extra or changed work orally. Any modifications to this Agreement shall be in compliance with the County Procurement Ordinance and Procedures in effect at the time such modifications are authorized. 30. 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. { 31. 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. 32. 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. 33. 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. 34. U KEY-PERSONNEL. The--Contractor's-personnel-and-management-to-be-utilized for this-project-shall-be-knowledg sable-ln-their--afeaf,-of-expertise—The-County-reserves-the right-to--perfor-m-investigations-as-m-ay-be-deemed-necessari-to-ensure-that competent Page 11 of 17 General Service Agreement Non-Solicitation#2017-004(Ver.2) C AO t"= pes sons-will-be-utiliz-ed--in-the-pe fort ance--af-the-Agreement.-T-he--ontractor-shall--assign as-many-people--as-nesessar-y-to-complete-the-services-on-a-timely-basis ra nd-each-person assigned shal[-be-ava IIable-for--an-amount-of-.time-adequate-to-meet-the-reguired Service dates;The-Gontfaotor shall-not-change-Ke-y-Personnel-unless-the-following-conditions-ar-e met:--(1-)-Proposed--replacements--have substantially-the-same-or-better--qualifications and/or-experience-(-2-)-that-the-Gount-y4s-notified-inwritings-far-in-advance as-possible: The-contractor--shall-make-comr-nereiallyr r-easonable-efforts-to-notify-collier-county--within seven-(7)-days-of-the-change—The-county-retains-final-approval-of-proposed-replacement personnel: 0 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. 35. (i 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. ❑ ORDER O- F PREGE-DENCE-(Gran*Funded),In the-event of-any-conflict-between-or- among-the-ter-ms-of-any-of-the-contract-Documents-and/or-the-Gounty'S-Board-approved E-xeoutive-Sum-mar-y;the-terms-of-the-Agreement-shalF-take-precedence over-the-terms-of alrother-contract-Documents -except-the-terms-of-a-ny-Supplemental-conditions-shall-take precedence-over-the-Agr-eernent:To-the-extent any-eonfiet-in-the--terms.-of-the-Gontract Doeurnents-cannot be-resolved-by-application-of-the-Suppler-nent-al-conditions -if-any;or- the-Agreement;--the-eon#ii et-she 11-be-resolved-by-imposing-the-more-strict-or--costly obligation-under-the-Contract Documents-upon-the-Gontractor-at-Gounty°s-diser-etion- 36. 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. 37. 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 Page 12 of 17 General Service Agreement Non-Solicitation#2017-004(Ver.2) ICAO 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. 38. ❑■ SAFETY. All Contractors and subcontractors performing service for Collier County are required and shall comply with all Occupational Safety and Health Administration (OSHA), State and County Safety and Occupational Health Standards and any other applicable rules and regulations. Also, all Contractors and subcontractors shall be responsible for the safety of their employees and any unsafe acts or conditions that may cause injury or damage to any persons or property within and around the work site. Collier County Government has authorized the Occupational Safety and Health Administration (OSHA) to enter any Collier County Facility, property and/or right-of-way for the purpose of inspection of any Contractor's work operations. This provision is non- negotiable by any division/department and/or Contractor. All applicable OSHA inspection criteria apply as well as all Contractor rights, with one exception. Contractors do not have the right to refuse to allow OSHA onto a project that is being performed on Collier County Property. Collier County, as the owner of the property where the project is taking place shall be the only entity allowed to refuse access to the project. However, this decision shall only be made by Collier County's Risk Management Division Safety Manager and/or Safety Engineer. (Intentionally left blank-signature page to follow) Page 13 of 17 General Service Agreement Non-Solicitation#2017-004(Ver.2) `ICAO IN WITNESS WHEREOF, the parties hereto, by an authorized person or agent, have executed this Agreement on the date and year first written above. ATTEST: BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA Crystal Kinzel, Clerk of Courts & Comptroller. By: 1 4�r BArYX....,Ceeopubia— y. BURT L.SAUNDERS , Chairman Dated: I D"t (SEAL) Attest as.t nl's Contractor. vv frmesses: SUNSTATE METER&SUPPLY,INC. signature d"'!' Contractor A-k,j(Pk__Y By: 4&A.4., Contra t is First Witness Signature Karen E. Whittle— Vice President Sonya Smith 1'Type/print signature and titleT TType/ int witness nameT Contractor's Second Witness Keith Ellenburg TType/print witness nameT App ved a t For d L alit tom+ oun Att¢�11LLney Print Name Page 14 of 17 General Service Agreement Non-Solicitation#2017-004(Ver.2) 5 AO Exhibit A Scope of Services U following this page (pages through ) ❑� this exhibit is not applicable Page 15 of 17 General Service Agreement Non-Solicitation#2017-004(Ver.2) Exhibit B Fee Schedule 1111 following this page (pages through 1) _ this exhibit is not applicable Page 16 of 17 General Service Agreement Non-Solicitation 42017-004(Ver.2) 13 August 25, 2020 Collier County Fee Schedule EC2ARPHG21S1694 2" TRU/FLO WITH T-10 $1,402.88 EC3BRPHG21S1694 3" TRU/FLO WITH T-10 $1,972.66 EC3CRPHG21S1694 4" TRU/FLO WITH T-10 $2,520.03 EC3DRPHG21S1694 6" TRU/FLO WITH T-10 $3,910.40 EP7C1RPHG21S1694 4" HPP3 SS USG PC $7,278.63 EP7D1RPHG21S1694 6" HPP3 SS USG PC $10,476.63 EP7E1RPHG21S1694 8" HPP3 SS USG PC $13,175.30 EP7F1RPHG21S1694 10"HPP3 SS USG PC $16,381.76 7Is.jr- r� Other Exhibit/Attachment Description: Exemption from Competitive Process IN following this page (pages through 3 ) ❑ this exhibit is not applicable is i:. IFCI Page 17 of 17 General Service Agreement Non-Solicitation#2017-004(Ver.2) Coaber County Exemptions from the Competitive Process Administrative Services Department et()Gliridltleflt Ser,;res Dr.fs on Instructions The following procurement categories may be eligible for exemption from the competitive process based upon the determination of the County manager or Designee that approval of such an exemption is in the best interest of the County. Purchases greater than $50,000 will require final approval by the Board of County Commissioners. Requester Name:Jesse Komorny Vendor Name: Sunstate Meter & Supply, Inc. Division: Public Utilities Fiscal Operations Item I Service: Large Meters and Components Budget Year:FY21 Not to Exceed $500,000 per Fiscal Year: Requested Is there an agreement One time purchase:0 Multiple purchases:I] date range: 2020-2025 associated with this Yes No 0 Exemption? ❑1.Government Agency/Non- El 2.Registrations/dues/ El 3.Subscriptions/periodicals/ ❑4.Advertisements Profit training printed materials ❑5.Utility services—subject El 6.Education/academic El 7.Legal services ❑8.Purchases required by to government control programs/trainers,speakers grants/gifts ❑■ 9.Compatibility/proprietary El 10.Shop estimates on ❑ 11.Personnel/recruitment ❑12.Works of art for public with current systems disassembled equipment services display El 13.Direct purchases 014.Financial instruments ❑15.Entertainment services El 16.Management studies as for County sponsored events directed by County Manager ❑17.Resolution/BCC direction(Indicate resolution number and approval date): Description of Purchase: Enter a description of the item(s)items that will be purchased under this exemption. 3" and larger Neptune water meters and components. Purpose: Describe in detail, the purpose of the requested item(s). To maximize our current investment (approximately $1.3 million) in Neptune large meters and components acquired over the last six years from Sunstate Meter & Supply, Inc., and continue to have access to the products and services necessary to maintain existing warranties and to maintain compatibility with our existing water system, we request an exemption from the competitive process to accompany a new Agreement 20-041-NS to replace the existing PO Driven Agreement#15-6507 (Large Meters). See attachments for additional back-up. Si nature: oig:'2Tnedby,;:r4 omomy Date: Requester:Jesse Komorny g Jesse Komorny Dale 202005.0712.2799-04'00' fhpLlly signed M haeph BNlone Date: Division Director: Joseph Bellone Signature:Joseph Belloneoace:2o2ooe.o7t3:27aa-aoo' Digitally signed by Date: Procurement Strategist:Sara Schneeberger Signature:SchneebergerSara Srhneeberyer5ara Date mm.oste te:oeasua'oo• Procurement Director: Signature:Cat Bigelow :;"' °°'•^'"e` Date: Catherine Bigelow � ..nr.�. Or designee a"..w'.'aM... i. For Procurement Use Only: ❑ One time approval ❑ One year approval IDMulti-Year Approval: Start 05/18/2020 End 09/30/2025 tk ; BUSINESS CASE FOR EXEMPTION REQUEST FOR SUNSTATE METER & SUPPLY, INC. FOR LARGE METERS: Maintaining consistency with Neptune meters will maximize the County's current investment in large meters and components.This will ensure access to the products and services necessary to maintain existing warranties and compatibility with the County's existing water system. It is in the County's best interest for staff to seek an exemption from the competitive process and enter into a new Agreement with Sunstate Meter&Supply, Inc. allowing for the future purchase of the Neptune large meters and components. Staff will continue to work with the third-party vendor to evaluate the future marketplace and the County's growing needs for large meters. In support of Staffs recommendation to approve an exemption from the competitive process: • Since 2002,the County has invested over$3.3M in Neptune large meters and components. These meters and components have an estimated remaining useful life of more than 10 years. Entering into a new Agreement with Sunstate Meter& Supply, Inc. will allow the County to maximize the current investment and remaining useful life of the product. • The technology installed from the vendor, Sunstate Meter & Supply, Inc., utilizes a communications platform that is only compatible with products from the same manufacturer. While the County can purchase large meters from a different manufacturer, a contract with Sunstate Meter&Supply,Inc.will allow the County to continue to purchase tt and install compatible products. This will prevent the County from running multiple reading platforms in parallel that could incur increased cost for additional reading equipment, increased cost for additional software, and increased risks of missed reads or other errors. • Staff is already trained and familiar with the Neptune meter products. Any change in the manufacture will require County staff to be trained on the testing,repair and maintenance of an additional manufacturer. Staff would have to be competent in both the current installed system as well as any new system. By maintaining the current system,the County avoids potential errors associated with running multiple platforms. • Reduced lead times associated with local material availability. Sunstate Meter&Supply, Inc. is a qualified local vendor within the County and maintains on-hand inventory for the current manufacturer. Maintaining an Agreement with Sunstate Meter&Supply,Inc.will allow the County to benefit from reduced lead times and faster responses for new developments and service requests as well as reducing the amount of capital the County must invest for inventory. • Staying with the current manufacturer will eliminate the need for additional inventory required to maintain sufficient stock for repairs. The Water Metering Section's proposed plan to continue utilizing Neptune large meters over the next 5-10 years based on the current life of meters in the system, together with anticipated new connections and replacements,based off future anticipated development,includes: 2020 2021 2022 2023 2024 30 30 25 25 20 IL+ S As set forth in Section 8,Subsection 9 of the County Procurement Ordinance,the continued acquisition of the Neptune large meters through Sunstate Meter& Supply, Inc. will provide both products and services necessary to maintain existing warranties and licenses as well as to maintain compatibility with the existing Water distribution system. Staff recommends that one-hundred eighty(180)days prior to the expiration of the five-year agreement term,the County perform a market analysis to determine current pricing available at that time for large meters to determine whether to exercise the proposed agreement's 180-day extension period and re-solicit for new large meters compared to the cost-effectiveness and continuity of requesting another exemption from the competitive process and recommending a further five-year renewal of the attached agreement with Sunstate Meter& Supply,Inc. -- /� SUNSMET-01 _NERCHED AC-CAR IL/^ CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDDIYYri) — 8/24/2020 -. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED,the policy(les)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer tights to the certificate holder In Ileu of such endorsement(s). PRODUCER 5212CT Hub international Florida PHONE 2811 NW 41 st Street lac,Na,EXI):(352)377.2002 FAX No):(352)376-8393 I Gainesville,FL 32606 EMAIL ADDRESS: INSURER(S)AFFORDING COVERAGE_ NAIC P INSURER A:United Fire&Indemnity Company 19496 INSURED INSURER B:Transportatlon Insurance Company 20494 Sunstate Meter 8 Supply Co,Inc. INSURER C: 14001 W Newberry Rd INSURER D: Newberry,FL 32669 INSURER S: 1 _._ INSURER F: COVERAM CERTIFICATE NUMBER; REVISION NUMBER; THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INBR ADM SUER LTR _ TYPE OF INSURANCE M 'NM POLICY NUMBER _LM�Mf➢�[Y�Y) tPOLINN�ALYYlY'9 LIMITS � A X COMMERCIAL GENERAL LIABILITY LAC/IOCCURRENCE j 1,000,000 CLAIMS-MADE X I OCCUR X 60511489 1/1/2020 1/1/2021 pR 8 SO(EaortCinO•ncef 5 100,000 MF.D EX'/Any one pmarn) $ 5,000 PERSONAL A AMINJURY S 1,000,000 GEM AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 X POLICY j I LOC PRODUCTS•COMP/OP AGO 5 2,000,000 OTHER. AUTOMOBILE LIABILITY rnfABINED SINGLE LIMIT iFi.r.,kfa"It S ANY AUTO BODILY INJURY(Per parson) $ OWNED SCHEDULED AUTOS ONLY AUTOS yy ED BODILY INJURY(Par accident) S AUTZQS ONLY AL110�ONNI.Y (For eodenl)ANAGE $ A X UMBRELLA LIAR X OCCUR EACH OCCURRENCE S 2,000.0'10 EXCESS LIAB CLAIMS-MADE 60511489 1/1/2020 1/1/2021 AGGREGATE $ 2,000,0',', DED RETENTIONS y B WORKERS COMPENSATION p�R OTH• AND EMPLOYERS'LIABILITY YIN X ,STATUTE ER DT ANY VROPRIETORJPARTNER/EXECUTIVE WC679369320 9/21/2020 9/21/2021 E L EACH ACCIDENT $ 500,000 ��FIc CR'ME A' R EXCLUDED? N I A IMSedsIory In I)irfr) 500,000 If yea,describe under L.L.DISEASE-EA EMPLOYEE$ DESCRIPTION OF OPERATIONS below EL DISEASE•POLICY LIMIT $ 500,000 DESCRIPTION OF OPERATIONS I LOCATIONS/VEHICLES(ACORD 101,Addlllonal Remerke Schedule,may be attached If more apnea Is required) Bid N 20.041-NS Collier County Board of County Commissoners,OR,Board of County Commissioners In Collier County,OR,Collier County Government,OR,Collier County included as an additional Insured under the captioned Commercial General Liability and Automobile LlabIllty Policies on a primary and non-contributory basis If and to the extent required by written contract. CERTIFICATE HOLDER CANCELLIq-TION,_ SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Collier County-Board of County Commissioners THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 3295 Tamlami Trail E. ACCORDANCE WITH THE POLICY PROVISIONS. Naples,FL 34112 AUTHORIZED REPRESENTATIVE C NT\ ACORD 25(2016/03) 01988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD