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#21-7875 (Mersino Dewatering, Inc.) ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE Print on pink paper. Attach to original document. The completed routing slip and original documents are to be forwarded to the County Attorney Office at the time the item is placed on the agenda. All completed routing slips and original documents must be received in the County Attorney Office no later than Monday preceding the Board meeting. **NEW** ROUTING SLIP Complete routing lines#1 through#2 as appropriate for additional signatures,dates,and/or information needed. If the document is already complete with the exception of the Chairman's signature,draw a line through routing lines#1 through#2,complete the checklist,and forward to the County Attorney Office. Route to Addressee(s) (List in routing order) Office Initials Date 1. Risk Risk Management 66 7/z /z I 2. County Attorney Office County Attorney Office /3/ZI 4. BCC Office Board of County JC Commissioners 4. Minutes and Records Clerk of Court's Office 61kii0V94 S°141/14 5. Procurement Services Procurement Services PRIMARY CONTACT INFORMATION Normally the primary contact is the person who created/prepared the Executive Summary. Primary contact information is needed in the event one of the addressees above,may need to contact staff for additional or missing information. Name of Primary Staff Ana Reynoso/Procurement Contact Information 239-252-8950 Contact/ Department Services/Contracts Dept. Agenda Date Item was July 27, 2021- Absentia /1' .a1 Agenda Item Number ifr r6-E3 \ Approved by the BCC ` CC-, Type of Document Agreement Number of Original 1 Attached Documents Attached PO number or account N/A 21-7875 Mersino Mersino number if document is Dewatering,Inc Dewatering, Inc. to be recorded INSTRUCTIONS & CHECKLIST Initial the Yes column or mark"N/A"in the Not Applicable column,whichever is Yes N/A(Not appropriate. (Initial) Applicable) 1. Does the document require the chairman's original signature STAMP OK AR 2. Does the document need to be sent to another agency for additional signatures? If yes, N/A provide the Contact Information(Name;Agency;Address;Phone)on an attached sheet. 3. Original document has been signed/initialed for legal sufficiency. (All documents to be AR signed by the Chairman,with the exception of most letters,must be reviewed and signed by the Office of the County Attorney. 4. All handwritten strike-through and revisions have been initialed by the County Attorney's N/A Office and all other parties except the BCC Chairman and the Clerk to the Board 5. The Chairman's signature line date has been entered as the date of BCC approval of the AR document or the fmal negotiated contract date whichever is applicable. 6. "Sign here"tabs are placed on the appropriate pages indicating where the Chairman's AR signature and initials are required. 7. In most cases(some contracts are an exception),the original document and this routing slip N/A should be provided to the County Attorney Office at the time the item is input into SIRE. Some documents are time sensitive and require forwarding to Tallahassee within a certain time frame or the BCC's actions are nullified. Be aware of your deadlines! 8. The document was approved by the BCC on 07/27/2021 and all changes made during : 'of the meeting have been incorporated in the attached document. The County option for Attorney's Office has reviewed the changes,if applicable. P is line. 9. Initials of attorney verifying that the attached document is the version approved by the QUA is not BCC,all changes directed by the BCC have been made,and the document is ready for the 3n option for Chairman's signature. ►is line. i FIXED TERM SERVICE AGREEMENT # 21-7875 for Bypass Pump Preventative Maintenance, Repair and Replacement n THIS AGREEMENT, made and entered into on this Oi440 day of`,u` .1 20 21 , by and between Mersino Dewaterinq, Inc. authorized to do business in the State of Florida, whose business address is 411 Timaquan Trail, Edgewater, FL 32132 , (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 n upon the date of Board approval; or{ I on 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. 2. COMMENCEMENT OF SERVICES. The Contractor shall commence the work upon issuance of a Purchase Order ❑Notice to Proceed. 3. STATEMENT OF WORK. The Contractor shall provide services in accordance with the terms and conditions of n IN' Invitation to Bid (ITB) I I Other ( )# 21-7875 , including all Attachment(s), Exhibit(s) and Addenda and the Contractor's proposal referred to herein and made an integral part of this Agreement. I■I The Contractor shall also provide services in accordance with Exhibit A — Scope of Services attached hereto. Page 1 of 17 Fixed Term Service Agreement 2021_Ver.1 ChO 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 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". 4.1 Price Methodology (as selected below): transferred from the County to the contractor; and, as a business practice there are no satisfaction of the County's project manager before payment for the fixed price contract if, authorized. Uf Time and Materials: The County agrees to pay the contractor for the amount of labor time spent by the contractor's employees and subcontractors to perform the work(number of hours times hourly rate), and for materials and equipment used in the project (cost of materials plus the contractor's markup). This methodology is generally used in projects in which it is not possible to accurately estimate the size of the project, or when it is expected that the project requirements would most likely change. As a general business practice, these contracts include back-up documentation of costs; invoices would include number of hours worked and billing rate by position (and not company (or subcontractor) timekeeping or payroll records), material or equipment invoices, and other reimbursable documentation for the project. II including labor, materials, equipment, overh ad, etc.) for a repetitive product or service 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. Page 2 of 17 Fixed Term Service Agreement 2021_Ver.1 CAO 4.4 The County, or any duly authorized agents or representatives of the County, shall have the right to conduct an audit of Contractor's books and records to verify the accuracy of the Contractor's claim with respect to Contractor's costs associated with any Payment Application, Change Order, or Work Directive Change. 4-6 ❑ ad • Mileage $9744,6-per- +le Breakfast $6700 $11.00 �+n aer $49700 Airfare Actual ticket cost limited to tourist or coach class fare Rental car vehicles Lodging cmp of no more than $150.00 per night Parking Actual cost of parking Taxi or Airport Limousine Actual cost of either taxi or airport limousine Reimbursable items other than travel expenses shall be limited to the following: telephone 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: Mersino Dewatering, Inc. Address: 8235 N. State Rd 33 Lakeland, FL 33809 Authorized Agent: Rodney Mersino Jr., President Attention Name & Title: Jed Church, Municipal Manager Telephone: (813) 625-7332 E-Mail(s): Jed.Church@mersino.com Page 3 of 17 Fixed Term Service Agreement 2021_Ver.1 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 Name: Wastewater Division Division Director: Beth Johnssen Address: 4370 Mercantile Ave Naples, FL 34112 Administrative Agent/PM: Donna Deeter, Contract Administration Specialist Telephone: (239) 252-2622 E-Mail(s): Donna.Deeter@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. 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 Page 4 of 17 Fixed Term Service Agreement 2021_Ver.1 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 sole judge of the 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. • Commercial General Liability: Coverage shall have minimum limits of $ 1,000,000 Per Occurrence, $2,000,000 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 $ 1,000,000 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. n 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 $500,000 for each accident. this • n gybur Liability Coverage shall have minimum limits of$ per claim. FT minimum limits of$ per claim. Page 5 of 17 Fixed Term Service Agreement 202l_Ver.1 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, 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. Page 6 of 17 Fixed Term Service Agreement 2021_Ver.1 14. AGREEMENT ADMINISTRATION. This Agreement shall be administered on behalf of the County by the Public Utilities Department Wastewater 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: Contractor's Proposal, Insurance Certificate(s), ■ Exhibit A Scope of Services, Exhibit B Fee Schedule, n RFP/ ■❑ ITB/ Other #21-7875 , including Exhibits, Attachments and Addenda/Addendum, I� subsequent quotes, and Other Exhibit/Attachment: 17. APPLICABILITY. Sections corresponding to any checked box ( ■ ) 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 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. 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, if applicable, including specifically those contractual requirements at F.S. § 119.0701(2)(a)-(b) as stated as follows: Page 7 of 17 Fixed Term Service Agreement 2021_Ver.1 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) 252-8999 Email: PublicRecordRequest{c�colliercountvfl.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. 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. Page 8 of 17 Fixed Term Service Agreement 2021_Ver.1 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. n CLEAN UP. Contractor agrees to keep the Project site clean at all times of debris, rubbish and waste materials arising out of the Work. At the completion of the Work, Contractor shall remove all debris, rubbish and waste materials from and about the Project site, as well as all tools, appliances, construction equipment and machinery and surplus materials, and shall leave the Project site clean. 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 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. n 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, Page 9 of 17 Fixed Term Service Agreement 2021_Ver.1 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. [ 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. 27. Nil PROTECTION OF WORK. A. Contractor shall fully protect the Work from loss or damage and shall bear the cost of any such loss or damage until final payment has been made. If Contractor or anyone for whom Contractor is legally liable is responsible for any loss or damage to the Work, or other work or materials of the County or County's separate contractors, Contractor shall be charged with the same, and any monies necessary to replace such loss or damage shall be deducted from any amounts due Contractor. B. Contractor shall not load nor permit any part of any structure to be loaded in 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. C. Contractor shall not disturb any benchmark established by the County with respect to the Project. If Contractor, or its subcontractors, agents or anyone, for whom Contractor is legally liable, disturbs the County's benchmarks, Contractor shall immediately notify the County. The County shall re-establish the benchmarks and Contractor shall be liable for all costs incurred by the County associated therewith. 28. SUBMITTALS AND SUBSTITUTIONS. Any substitution of products/materials from 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. Page 10 of 17 Fixed Term Service Agreement 2021_Ver.1 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. ❑ KEY PERSONNEL. The Contractor's personnel and management to be utilized for fignt-to-peffen,n-investigations-as- pefsono-wi-1-1-beautitize€1--in-the- as-many-people-as-neeessafy-to-somplote-the-servioes-on-a4icnely-basiorand-eaehlief son dates. The Contractor shall not change Kcy Personnel unlese the following conditions arc The Contractor shall make commercially reasonable efforts to notify Collier County within replacement peFsonnel, ❑� 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. Page 11 of 17 Fixed Term Service Agreement 2021_Ver.1 35. n 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. n Executive Summary, the terms of the Agreement shall take precedence over the terms of precedence over the Agreement. To the extent any conflict in the terms of the Contract Documents cannot be resolved by application of the Supplemental Conditions, if any, or the Agreement, the conflict shall be resolved by imposing the more strict or costly obligation under the Contract Documents upon the Contractor at County's discretion. 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 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. Page 12 of 17 Fixed Term Service Agreement 2021_Ver.I 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 Fixed Term Service Agreement 2021_Ver.1 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 Crystal K. Kinzel, Acting Clerk of Court COLLIER COUNTY, FLORIDA & Comptroller By: .., r 1 Chair (SE ) Attest as to Ch an's , sialtature only. Contractor s mntnesses: Mersino Dewatering, Inc. Contractor 1 Contra o 's First Witnes _ Sign ure -11.0b0 i 14EZIS100 -1g--) ?"--ES ( DEIJT Cu Wa/irt7.— 'Type/print signature and title!' TTyp /print witness nar e . . Co ractors Second Witness 4 S Schwartz NOTARY PUBLIC-STATE OF MICHIGAN COUNTY OF MACOMB N -----r 72-A--CV, MY COMMISSION EXPIRES DEC 4,2023 ACTING IN THE COUNTY OF TTypeiprint witness name Ap roved alto Foran Legality: Approved in absentia per Resolution t...- 2000-149 on tiA;tu, Sgurity.Attotney 44 tt K Print Name _ Mark Isackson,County Manager Page 14 of 17 ----"\ Fixed Term Service Agreement 2021 ' r 4 94 ,....", Exhibit A Scope of Services ❑� following this page (containing 3 pages) ❑ this exhibit is not applicable Page 15of17 Fixed Term Service Agreement 2021_Ver.1 coo ITB#21-7875"Bypass Pump Preventative Maintenance,Repair and Replacement" Exhibit A Scope of Services The purpose of this Agreement is to provide required routine,preventative maintenance, repair services, and replacements for bypass pumps. Each bypass pump has its own operating manual and specific maintenance requirements in order to maximize the lifespan of the equipment. The terms"Vendor"and"Contractor"will be used interchangeably throughout this Agreement. The terms"Agreement"and"Contract"may be used interchangeably throughout this Agreement. 1. LOCATIONS As of October 2020,the County has a total of 25 bypass pumps at the following locations: Station Name Address Nature Address 101.12 10861 8th St 179.05 Kingfisher Loop 101.13 9951 8th St 301.01 32 Cheyenne Trail 101.14 9455 8th St 302.00 6000 Rattlesnake Hammock Rd 103.00 2323 Piper Blvd 302.09 5152 Rattlesnake Hammock Rd 104.05 7096 Mill Pond Cir 302.70 Rattlesnake Hammock Rd.East 107.00 10015 Heather Ln 303.00 3557 Bayshore Dr 109.00 6650 Watergate Way 303.04 2503 Weeks Ave 151.00 2016 Bent Tree Ln 304.00 3494 Thomasson Dr 158.00 5605 Strand Blvd 312.24 3925 Tollhouse Dr 167.00 15430 Collier Blvd 318.45 Manatee Rd 168.14 Addison Place 318.46 Bella Tesoro 172.02 Wildflower Cir 406.05 2466 Orchard St 179.04 3716 Helmsman Dr 2. PREVENTATIVE MAINTENANCE,REPAIRS,CALIBRATION&CERTIFICATION 2.1. Preventative Maintenance (PM) will be conducted on all bypass pumps in accordance with the manufacturers recommendations and industry standards. 2.2. For each site visit,the Vendor will provide a bypass pump test report.The report should include the following: • Remarks for each bypass pump inspection • Recommend repairs,if applicable The bypass test report must be completed and submitted by the Vendor to the County Representative upon preventative maintenance completion or within three(3)business days if repairs are recommended. Note:Failure to provide the completed, signed and dated report may delay the Vendor's payment. 2.3. The Vendor shall use a County provided test report,if requested to do so by the County. 2.4. The Vendor must provide a master schedule for all expected maintenance days. 2.5. Should very minor repairs or replacement parts be required or recommended by the Vendor while performing the preventative maintenance,and the Vendor is able to repair or replace during the course of the preventative maintenance. The Vendor shall provide a quote for any parts and labor related to the minor repair in writing prior to the repair and obtain the County Representative or their Designee's signature.The quote shall be provided within three(3)business days from the date of the preventative maintenance. Labor rates and allowable markup must be billed as outlined in Exhibit B Fee Schedule. Page 1 of 3 Exhibit A—Scope of Services 2.6. All bypass pumps must receive proper service during preventative maintenance to pass annual state certifications.The Vendor shall provide the required certifications to the County upon issuance. 2.7. The County Representative shall determine if the quote provided is fair,reasonable and within an acceptable spend threshold. 2.8. Should the Vendor need to hire a subcontractor, the subcontractor charges may be invoiced at cost plus 15%markup. A copy of the subcontractor's invoice shall be required with the Vendor's invoice. Subcontractor's hourly rate may not exceed the Vendor's hourly rates listed on Exhibit B Fee Schedule. 2.9. The Vendor shall perform a joint inspection with the County upon completion of all work,unless waived by the County Representative. The work shall not be deemed complete until all requested documentation has been provided to the County Representative. 2.10. The Vendor may only invoice for actual time at the job site.The County Representative will confirm the charges.Travel and related travel expenses will not be accepted. 2.11. At a minimum, the Vendor shall have on staff, certified diesel engine repair technicians as well as staff with appropriate certification in bypass pump repair. 3. EQUIPMENT&PARTS 3.1. All equipment and parts provided and installed by the Vendor under the contract shall be new and free of defects and may require County approval prior to installation. 3.2. At a minimum, replacement parts and/or maintenance materials shall be based on the bypass pump manufacturer's recommendations. 3.3. Equipment and/or parts may be invoiced at cost plus 10%markup (markup does not apply to shipping or freight charges). Equipment or parts with a single item amount of$100.00 or more shall require the Vendor to provide backup documentation. All shipping or freight charges must have backup documentation. 3.4. Should the Vendor need to rent equipment to complete the project for repairs,preventative maintenance,or replacement,rental charges may be invoiced at cost plus 5%markup. A copy of the rental receipt showing cost shall be required with the Vendor's invoice. 4. ASSIGNMENT OF WORK 4.1. The Vendor shall provide a company contact name,phone number and email address for all requests and shall be available twenty-four(24)hours per day,365 days per year. 4.2. The County will issue a Purchase Order. No work shall be performed until the Vendor is in receipt of an approved Purchase Order. 4.3. A Purchase Order shall survive contract expiration to allow completion of an order. 5. WORK HOURS 5.1. Normal business hours shall be 7:00am to 5:00pm, Monday through Friday, excluding County observed holidays. Requests outside of the normal business hours shall follow the Urgent Response below. 6. RESPONSE TIMES 6.1. Normal Request • Vendor shall acknowledge a request for quote via email or phone call within one (1) business day from the time the County issued the request. Page 2 of 3 Exhibit A—Scope of Services • Vendor shall provide a written quote to the requestor via email within three(3)business days of the initial request from the County. • The County may request that the Vendor shall start work within two(2)business days after a valid Purchase Order has been e-mailed to the Vendor by an appropriate County Representative. Additional time may be approved in writing by the County Representative. 6.2. Urgent Request • Vendor shall acknowledge an urgent request via email or phone call within one(1)hour of the request being sent by the County. • Vendor shall be on-site within three(3)hours.A response time that exceeds the three(3)hours must be approved by the County Representative. • Vendor shall be paid time and one half the hourly rate for urgent requests regardless of the day or time the work is performed. 6.3. If the Vendor fails to respond within the required response times for either Normal or Urgent requests, the County reserves the right to seek services outside of the contract. 7. ADDITIONS AND DELETIONS OF SERVICES 7.1. The County may remove a bypass service under awarded contract at any time. Written notice shall be provided to the Vendor via e-mail. 8. PERMITS 8.1. The Vendor shall be responsible for permit submissions, unless otherwise instructed in writing by the County. Permit fees will be reimbursed at cost, no mark-up shall be allowed. Supporting documentation showing the fee paid must be included with the Vendor's invoice. 8.2. If the permit warrants engineering services,the Vendor must use a licensed Engineer with all applicable certifications to complete the project. 9. SAFETY 9.1. The Vendor shall comply with all Occupational Safety and Health Administration(OSHA)as well as any applicable federal, state and county regulations while performing work under the resultant contract.The Vendor 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 service areas. 9.2. Barricades shall be provided and utilized by the Vendor when work is performed in public areas,or when deemed necessary by the County,at no additional cost to the County. 9.3. Hazardous conditions shall be immediately reported to the County. Page 3 of 3 Exhibit A—Scope of Services Exhibit B Fee Schedule following this page (containing pages) Page 16 of 17 Fixed Term Service Agreement 2021_Ver.1 ITB#21-7875 "Bypass Pump Preventative Maintenance,Repair and Replacement" Exhibit B FEE SCHEDULE Line Items Description Unit Unit Price 1 Site Superintendent Per Hour $90.00 2 Service Technician Per Hour $75.00 ADDITIONAL RATES Equipment and Parts Markup Percent 10% Rental Equipment Markup Percent 5% Subcontractor Markup Percent 15% County Observed Holidays and Urgent Requests Markup Rate 1.5 x Straight Time Hourly Page 1 of 1 Exhibit B—Fee Schedule Other Exhibit/Attachment Description: ❑ following this page (containing pages) ❑■ this exhibit is not applicable Page 17 of 17 Fixed Term Service Agreement 2021_Ver.1 ACo® CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 1114.....----- 4/9/2021 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(ies)must 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 rights to the certificate holder in lieu of such endorsement(s). PRODUCER NAMEACT Christine Phillips Guy Hurley, LLC PHONE (248)519-1422 FAX 989 East South Blvd. (A/C.No.Ext): (A/C,No): (24e)519-1401 E-MAIL cphillips@ghbh.com ADDRESS: Suite 200 INSURER(S)AFFORDING COVERAGE NAIC# Rochester Hills MI 48307 INSURER A:Zurich American Ins. Co. A+ XV 16535 INSURED INSURERB:Travelers Prop 6 Cas Co Amer A++ XV 25674 Mersino Dewatering Inc. INsuRERC:Everest National Ins Co A+ XV 10120 dba Global Pump Co. LLC INSURERD:AIG Specialty Insurance Co. A XV 26883 10162 E. Coldwater Road INSURERS: Davison MI 48423 INSURERF: COVERAGES CERTIFICATE NUMBER:21-22 Master 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. INSR ADDL SUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE _INSD WVD POLICY NUMBER (MM/DDIYYYY) (MM/DD/YYYY) LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 DAMAGE TO RENTED A CLAIMS-MADE X OCCUR PREMISES(Ea occurrence) $ 300,000 X XCU Coverage Included X GL09809023 4/1/2021 4/1/2022 MED EXP(Any one person) $ 10,000 X Contractual Liability PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 X POLICY x ECT LOC PRODUCTS-COMP/OPAGG $ 2,000,000 OTHER: $ AUTOMOBILE LIABILITY EO accideDISINGLE LIMIT $ 1,000,000 aA X ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED AUTOS AUTOS X BAP9809024 4/1/2021 4/1/2022 BODILY INJURY(Per accident) $ X X NON-OWNED PROPERTY DAMAGE HIRED AUTOS AUTOS (Per accident) $ X PIP Included X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 5,000,000 B EXCESS LIAB -CLAIMS-MADE AGGREGATE $ 5,000,000 DED RETENTION $ ZUP15N5145A21NF 4/1/2021 4/1/2022 $ WORKERS COMPENSATION X PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? N N/A E.L.EACH ACCIDENT $ 1,000,000 A (Mandatory in NH) WC9809022 4/1/2021 4/1/2022 E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 1,000,000 C Inland Marine IM8ML00062211 4/1/2021 4/1/2022 Leased/Rented Equip $750,000 D Pollution Liability CPL12484636 4/1/2021 4/1/2022 Per Occ/Agg $2,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Project: 21-7875 Bypass Pump Preventative Maintenance, Repair and Replacement, For any and all work performed on behalf of Collier County. Collier County Board of County Commissioners is an Additional Insured for General Liabilityand Automobile Liability when required by written contract. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Collier County Board of County Commission THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN 3295 Tamiami Trail East ACCORDANCE WITH THE POLICY PROVISIONS. Naples, FL 34112 AUTHORIZED REPRESENTATIVE R McGregor/PHILLI V.--k.. V''-_--- ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD INS025(2o1ao1)