#23-8156 (U.S. Water Services Corporation) FIXED TERM SERVICE AGREEMENT
# 23-8156
for
Water Treatment Services
THIS AGREEMENT, made and entered into on this ( 4 day of N Millag( 20 23 ,
by and between U.S. Water Services Corporation
authorized to do business in the State of Florida, whose business address is
4939 Cross Bayou Boulevard, New Port Richey, FL 34652 , (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 I I upon the-date of Board approval; or III on November 13, 2023 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
Request for Proposal (RFP) ■ Invitation to Bid (ITB)
and conditions of I I P.,�:,,,�,.�, �.,, ,`i(RFP)� ( )
Other....__.._. ...... .___. ._ .(. ......._... ...._)# 23-8156 , 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.
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Fixed Term Service Agreement[2023_Ver.1]
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):
❑ Lump Sum (Fixed Price): A firm fixed total-pc-lee offering for a project; the ricks am
transferred from the County to the contractor; and, as a bucinecx, practice there arc no
hourly or material invoices presented, rather, the contractor muct perform to the
satisfaction of the County's project manager before payment for the fixed price contract
is authorized.
I 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-c bcontroctor)
timekeeping or payroll records), material or equipment invoices, and other reimbursable
documentation for the project.
■❑ 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 "Iaches"
as untimely submitted. Time shall be deemed of the essence with respect to the timely
submission of invoices under this Agreement.
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Fixed Term Service Agreement [2023_Ver.1]
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:-5 ❑ (check-...if. applicable) Travel ...and Reimbursable-Expenses Travel...and.
Reimbursable Expenses-must-be-approved- Tr vel
expenses-shall be--reimbursed as per Section-'412,06:1--E-1 : Mate.-
Rei abt r emeat-s--smolt--be-at t" ellow --rates
Mileage $0 44 per-F +le
Breakfast $6,00
Lunch $1-1,00
Dinner $1-9:•40
Airfare Actual-tiek-et ''
Rental-ear Adel-fenta st-limited•-to-eo
vehicles
Lodging Actual-cost_of-led g-at single occupancy-rate"wit a
ea-p-of-no-r ere-than-$469:04--per-night
Parking Actual-costof-pafking
Taxi or-Airport-Limousine Aetuat-Bost-oft aer-tamer-airport-limousine
Reimbursable-items o th e r th n`trave eT al es Chal" o Ifinitpd-yV-t
long-distance charges;-fa-x--charges;plat -a-nd--postage.--Reimbursalle
items-will-be-paid-only-after Contrnaetar--has-prov ontractor shall-be
responsible #or-all etkaer-sests and--expenses-associated--with---activities-and--solicitations
undertakenn-puruant-to--this Agreement,
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: U.S. Water Services Corporation
Address: 4939 Cross Bayou Blvd
New Port Richey, FL 34652
Authorized Agent: Edward Mitchell, VP
Attention Name & Title:
Telephone: (866) 753-8292
E-Mail(s): Emitchell@uswatercorp.net
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,;
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: Facilities Management Division
Division Director: John McCormick
Address: 3335 Tamiami Trail East
Naples, Florida 34112
Administrative Agent/PM: Todd Fiedorowicz
Telephone: (239) 252-5857
E-Mail(s): Todd.Fiedorowicz@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
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Fixed Term Service Agreement[2023_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 or any other class protected by federal or Florida
law.
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. The General Aggregate Limit shall be endorsed to apply
per project. 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. ■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$ 1,000,000
for each accident.
Professional L abilisty: Shall be maintained by-the Contractor-to ensure its al
liability for--clu„, icing-e-ut-of--tie---perforrraance--of professional services -under_this
Agreement—Contractor,waives its-right--ef-recover-fagafnst-County as--te-any_claims .nder
this-insurance. Such-insurance shall have-limits-of-net-less than....$ — _—each
claim,and aggregate:
C r y her Liability: Coveraagee., shall have-minimum limits of...$ Per
claim.
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Fixed Term Service Agreement [2023_Ver.1]
C!�.
F,n ......,.. „� ;...Coverage
shall-have minimum limits of claim
aI _ _ _ :.Cove ra.ge.
hu!--have-minimum-limit f-$--_- —per-claim/Occur rence:
C ....�... Coverage
shall have-minimum-limits-of$ .per claim/Occurrence.
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.
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Fixed Term Service Agreement [2023_Ver.1]
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 Facilities Management 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), n Exhibit A Scope of Services,
Exhibit B Fee Schedule, n RFP/ ■ ITB/ Other. _ ___._ . ........_.. ......... _
#23-8156 , including Exhibits, Attachments and Addenda/Addendum, 7 subsequent
q& etes, and I 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
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Fixed Term Service Agreement[2023_Ver.1]
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amended, as well as the requirements set forth in Florida Statute, §448.095; 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:
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:
Division of Communications, Government and Public Affairs
3299 Tamiami Trail East, Suite 102
Naples, FL 34112-5746
Telephone: (239) 252-8999
Email: PublicRecordRequesta?,coIliercountvfl. cv
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.
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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.
If a subcontractor is a related entity to the Contractor, then the Contractor shall not mark-
up the subcontractor's fees. A related entity shall be defined as any Parent or Subsidiary
of the Company and any business, corporation, partnership, limited liability company or
other entity in which the Company or Parent or a Subsidiary of the Company holds any
ownership interest, directly or indirectly.
23. I■I 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.
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Fixed Term Service Agreement[2023_Ver.1]
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,
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. (U] 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. 0 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.
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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.
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. n KEY-PERSONNEL.-The--Contractor's personnel-and-management to be utilized-for
this-project shall be knowledgeable--in-their ar-ear--®f ertise.. .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-theeAgr-eement:The--Cont{a€Mter-shall assign
as many people as-necessary-to-complete the services-on-a--timely basis-andWeaeh-person
assigned shall be available for-an-amountof---time-adequate-to-me the-required sew-ice
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dates-The-Contractor shall not-change-Key...:Personnel...unles's•the-following--corditions
met:•"'"(."�,-�--Proposed"'repiace iients— "vS+".""'..Yu .�i-t ial.l'y""the,•.'"'s2�.me--or»••:.better qualifications
and/cr-e*per►ence,-(2)--that-the County-is-notified-in Writing-as-far-in-adva n co-as-pc&sib
The-Contester.#cake mmerciatlyw-reasonable efforts—to—notify—Collier County-within
seven(7)-days-of the-change:The_-County ta'insfinal-approval-oPproposed-replacement
personnel:
■ AGREEMENT STAFFING. The Contractor's personnel and management to be utilized
for this Agreement shall be knowledgeable in their areas of expertise. The County
reserves the right to perform investigations as may be deemed necessary to ensure that
competent persons will be utilized in the performance of the Agreement. The Contractor
shall assign as many people as necessary to complete required services on a timely basis,
and each person assigned shall be available for an amount of time adequate to meet
required services.
35. AI 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.
I I ORDER OF-PAREC€DENCE4GrantFundedr:- In-the-event-o'f-any conflict--between--or
among the terms of any of-the Contract Document nd/er-the'"Countyls-Bear i„-approved
Executive--Sum- ary-,the-terms-of-the-Agreement--sl a-ll--take--preceden co-eve r-the-terms-of
all ofher-Contract-Documen'ts;-except-the''terms-of-any-SupplernentaCond-itions shall-take
precedence'over th-e-Agreement To"-the-extent-eras conflict-in--4he--terms of-the-Contract
Doc--uments--cannot-be-resolved-by--application-of-the--Supplemental-Gondit ns;-if.anY;'--or
the-'--Agreement;the---conflict---shall-be---rose d----by--imposing--the---more''strict er—costly
obligation--under-the-Contract'Documents--upon-the-Cont-raotOr-ot"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
Page 12 of 17
Fixed Term Service Agreement [2023_Ver.11
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-FMOPSc colliercountyfl.gov) 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.
Collier County Sheriff's Office (CCSO) requires separate fingerprinting prior to work being
performed in any of their locations. This will be coordinated upon award of the contract. If
there are additional fees for this process, the Contractor is responsible for all costs.
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 [2023_Ver.1]
CAO
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 KiIrwl, Clerk of the Circuit COLLIER COUNTY, FLORIDA
Court and•Comp'troller
By: ° By: �.
Rick LoCastro , Chairman
Dated: 1t', 2t 1 23
as to Chairman's
U.S. Water Services Corporation
Contractor's Witnesses: Contractor 4-4/14
`Z By:
Contractor's First Witne Signature
Christina R. Crego Edward Mitchell, Sr. VP, Secretary
i Type/print signature and title
'('Type/print witness nameT
Contractor's Second Witness
�Clya e,rO,„Lo1v(VI bo
TType/print witness nameT
AZ; to Fr a d Le ality:
1 County ttorney
Pri t Name
Page 14 or 17
Fixed Term Service Agreement [2023_Ver.I] AO
Exhibit A
Scope of Services
❑■ following this page (containing 4 pages)
❑ this exhibit is not applicable
Page 15 of 17
Fixed Term Service Agreement[2023_Ver.1]
Invitation to Bid(ITB)#23-8156
"Water Treatment Services"
EXHIBIT A
SCOPE OF SERVICES
DETAILED SCOPE OF WORK
Under this Agreement, the Contractor shall provide well-water testing, inspection, repair, and
maintenance services on water treatment systems at County owned and operated facilities located in
Collier County in order to minimize operational downtime and maintain systems in top operating
condition.
The systems covered by this scope of work include,but are not limited to,reverse osmosis systems,water
softener systems, well systems, and associated piping. Maintenance and repairs on water treatment
systems include services on supporting equipment, such as various pumps.
1. Service Locations
Services and products will be requested at various sites around Collier County. Site locations
include, but are not limited to,the following:
Sites Address
Immokalee Jail 302 Stockade Rd
Transportation Department 1081 Wilson Rd
EMS Station#10 Immokalee Rd
Residence 165 Golden Gate Blvd
Building K Government Center
Building J-3 Government Center
Shooting Range Oil Well Grade Rd
EMS Station#71 Golden Gate Blvd
Estates Library 1266 Golden Gate Blvd West
Immokalee Sports Complex 505 Escambia St, Immokalee
Pepper Ranch 6315 Pepper Ranch
PP Rd,Immokalee
Orange Tree Substation Immokalee Rd
2. Testing and Inspections
Unit prices outlined in Exhibit B Fee Schedule shall be inclusive of all labor,tools,material,parts,
and equipment necessary for completion of work, with exception of any materials as specifically
outlined below:
• Perform commercial and residential monthly scheduled site inspections, ensuring
equipment is operating correctly and the levels of salt, potassium permanganate,
chlorine, and any other chemicals necessary are at proper levels to ensure optimum
water quality. Materials added to water treatment systems to ensure optimum water
quality may be billed at cost plus 15%.
Page 1 of 4
Exhibit A—Scope of Services
CAO
Invitation to Bid(ITB)#23-8156
"Water Treatment Services"
• Perform D.E.P. Water Plant Operator Monitoring inspections and associated
Disinfectant Concentration test at sites where required.
• Perform quarterly bacteriological testing.
• Perform yearly Florida Department of Environmental Protection(D.E.P.)nitrate testing
and yearly D.E.P. lead testing.
• Perform Collier County Health Department nitrate and lead testing required every five
(5)years.
• Complete all D.E.P. paperwork associated with the inspections and tests to keep
each location open to the public and compliant. This includes all D.E.P. weekly,
monthly, and yearly reports.
3. As-Needed Maintenance and Repair/Replacement Services
Urgent Services:The Contractor shall acknowledge an urgent services request via e-mail or phone
call within one(1)hour of the request being sent by the Division Representative or designee.
An urgent service request requires that the Contractor be on-site within two (2) hours after the
Division's initial request and within three
(3)hours for the Immokalee and Everglades City areas.The Division Representative or
designee must approve a response time that exceeds two(2)hours and three(3)hours for the
Immokalee and Everglades City areas.
A one-time $250 Urgent Service Call Fee is allowed when responding in addition to the applicable
hourly rates.
Normal Services:The Contractor shall have one(1)business day to respond to a request for normal
service.The Contractor must be on-site,and repairs have begun within one(1)business day of the
purchase order being issued or work authorization for all areas unless the Division Representative
or designee approves a different amount of time for response.
The Contractor will be responsible for utilizing any systems used by the Division for work requests
under a resulting agreement.
4. Work Hours
Normal business hours are Monday through Friday between 7:00 AM and 5:00 PM, excluding
County observed Holidays. After-hours are considered before 7:00 AM and after 5:00 PM on
weekdays and at any time on Saturday, Sunday, or County Observed Holidays. After-hours rate
will be calculated at 1.5x the hourly rate in accordance with the fee schedule. If a requested service
starts during normal business hours and extends into the after-hours period, the after-hours rate
shall only be charged for time worked during the after-hours period.
The Contractor will provide the Division Representative or designee an on-call schedule including
telephone number(s)for normal,after-hours,and urgent services for twenty-four(24)hours a day,
seven(7)days per week, 365 days per year.
Typically, inspection, testing, maintenance, and repair services will be completed during normal
business hours; however, the Division Representative or designee may request services during
Page 2 of 4
Exhibit A—Scope of Services
CAO
Invitation to Bid(ITB)#23-8156
"Water Treatment Services"
after-hours, as deemed necessary. Maintenance repairs and replacement service performed
afterhours will be billed at 1.5x the hourly rate. All other services performed during normal
business hours or after hours will be billed at the unit price in accordance with the fee schedule.
To arrange an appointment to perform service at a Collier County facility, the Contractor may
contact the Division Representative or designee a minimum of 24 hours before the work. No
chemicals may be applied during normal business hours if the building is occupied.
5. Permitting
The Contractor shall ensure each location that requires a water use permit that permit is current and
valid and renewed when required.
Permit fees shall be invoiced at cost to Collier County,with no markup.Copies of all permits must
be provided to the Division Representative or designee.
6.Contractor's Responsibilities
License:
The Contractor's technicians shall have at least a valid Class C or higher water operator license
issued by the Florida Department of Environmental Protection. Documentation shall be
submitted upon request only. This is not required at the time of bid submittal.
Repair Parts:
All repair parts and materials must be as specified in the work request. If the work request is not
specific or the Collier County Vertical Standards do not specify, then the Division Representative
or designee must approve the parts.
Records and Documentation:
The Contractor is responsible for maintaining and updating records for services provided. The
documentation will include, and not be limited to, records of all service calls, maintenance
performed, and any modifications, if applicable. The Contractor will not charge for any callback
work. All reports shall be sent to the Division Representative or designee,noting the date, repair,
materials, location, and disposal information.
Invoices,Materials and Subcontractor Markups:
Invoices shall contain details of the services performed and the materials used. A Collier County
Purchase Order number must appear on each invoice.
The Contractor shall provide copies of receipts for materials,parts,or supplies costing$500.00 or
more and equipment rental receipt with the invoice. Materials and rental equipment will be
allowed a maximum of 15% markup in accordance with the fee schedule. No markup shall be
permitted on ancillary charges,taxes, and freight/shipping.
Page 3 of 4
Exhibit A—Scope of Services
CAD
Invitation to Bid(ITB)#23-8156
"Water Treatment Services"
The use of subcontractors will be permitted. The subcontractor must comply with all Collier
County terms and conditions. The Contractor shall be allowed cost plus a 15% markup in
accordance with the fee schedule. No markup shall be permitted on ancillary charges, taxes, and
freight/shipping. A copy of the subcontractor's invoice shall be required with the Contractor's
invoice.
Equipment Asset Stickers:
The Contractor shall,under no circumstances,remove any equipment containing a Collier County
asset sticker. The Contractor shall request that, when replacing equipment, the asset sticker be
removed by an appropriate Division Representative or designee authorized to adjust equipment
inventory records.
Use of Hazardous Materials and Material Safety Data Sheets:
The Contractor must comply with Federal and State right-to-know laws if hazardous materials are
used. Material Safety Data Sheets (MSDS) will be made available and provided to the Division
Representative or designee upon request. The Contractor is required to immediately report to the
Division Representative or designee any spillage or dumping of hazardous material on Collier
County property. The Contractor shall bear all costs associated with the cleanup of any such
incidents.
Page 4 of 4
Exhibit A—Scope of Services
Exhibit B
Fee Schedule
following this page (containing pages)
Page 16 of 17 CA.0
Fixed Term Service Agreement[2023_Ver.1] CP`
Invitation to Bid(ITB)#23-8156
"Water Treatment Services"
EXHIBIT B
FEE SCHEDULE
LINE ITEM DESCRIPTION UNIT UNIT PRICE
Testing and Inspection
1 Monthly Site Inspection* PER VISIT $ 150.00
2 Water Plant Operator Monitoring Inspection&Testing PER VISIT $ 150.00
3 Quarterly Bacteriological test EACH $ 64.50
4 Yearly D.E.P.Nitrate test EACH $ 97.34
5 Yearly D.E.P Lead test EACH $ 95.43
6 CC Health Dept Nitrate&Lead test required every 5 years EACH $ 229.43
As-Needed Maintenace and Repair/Replacement Services**
7 Hourly rate for repairs/replacement HOURLY $ 100.00
*Markup Percentage for Materials Added During Monthly Site Visit not to exceed 15%
**Markup Percentages for As-Needed Maintenance and Repair/Replacement Services:
Materials and Rental Equipment Markup Not to Exceed 15%
Subcontractor Markup Not to Exceed 15%
After Hours Work 1.5x Hourly Rate
Note:A one time$250 Urgent Services Call Fee is allowed when responding to urgent service request in addition to the
applicable hourly rates
Other Exhibit/Attachment
Description:
following this page (containing pages)
❑■ this exhibit is not applicable
Page 17 of 17
Fixed Term Service Agreement [2023_Ver.l] �;