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BCC Agenda 02/27/2024 Item #16D 1 (Terminate for cause Revenue Generating Agreement No. 21-7854 fir Vending Machine Services)02/27/2024 EXECUTIVE SUMMARY Recommendation to terminate for cause Revenue Generating Agreement No. 21-7854 for “Vending Machine Services,” with Refreshing Florida LLC. OBJECTIVE: To obtain the Board of County Commissioner (Board) approval to terminate for cause Revenue Generating Agreement No. 21-7854 with Refreshing Florida LLC., as the concession service provider for vending machine services and refer the outstanding amount owed to R.T.R. Financial Services Inc., under Agreement No. 20-7814 “Collection Agency Services”. CONSIDERATIONS: On June 23, 2021, the Procurement Services Division approved an agreement with Refreshing Florida LLC., to provide vending machine services at County locations. Within six (6) months, County staff began to experience ongoing compliance issues with this vendor ranging from missing monthly reports to late payments, to complete non-payment. Staff has worked diligently to collect outstanding amounts owed from Refreshing Florida LLC., and, to date, the vendor owes $53,387.34 to the County (see attachments “Refreshing Florida Amount Due” and “Timeline for Refreshing Florida”). The last payment was received in June of 2023 and was a partial payment for March of 2023. The agreement provides that the County may take possession of the contractor’s assets on County property if no payment is received within thirty (30) days. A request for legal services was submitted to the County Attorney’s Office on October 4, 2023, with a legal response to terminate the agreement received on October 6, 2 023. Staff has made numerous attempts to collect the amount owed by Refreshing Florida LLC., through e -mails, phone calls, and finally a formal non-compliance letter sent via certified mail and email on October 9, 2023. Staff has yet to receive any response to the non-compliance letter other than an e-mail received on October 18, 2023, from Refreshing Florida, stating they have stopped servicing all locations. Staff requests Board approval to terminate the agreement under the provisions of Section 10, which provides the County may terminate the contract for cause. Additionally, Staff requests Board approval to turn over the outstanding balance, through Agreement No. 20 -7814 “Collection Agency Services”, to R.T.R. Financial Services Inc., to collect funds owed to the County. As per the agreement, the County shall pay R.T.R. Financial Services Inc., a 12.75% fee for funds collected. If the entire balance owed is collected, R.T.R. Financial Services Inc., would retain $6,806.89 and the County would recoup $46,580.45. A solicitation is currently being reviewed by the Procurement Services Division. This agreement will be replaced through a competitive solicitation. FISCAL IMPACT: The total amount owed is $53,387.34. Collections from the Agreement are 12.75% or $6,806.89 owed to R.T.R Financial Services Inc., and upon successful efforts the County will collect $46,580.45. LEGAL CONSIDERATIONS: This item has been reviewed by the County Attorney, is approved as to form and legality and requires majority vote for approval. -JAK GROWTH MANAGEMENT IMPACT: There is no Growth Management impact associated with this action. RECOMMENDATION: To terminate for cause Agreement No. 21-7854 with Refreshing Florida LLC., as the vending machine provider and refer the outstanding amount owed to R.T.R. Financial Services Inc., under Agreement No. 20-7814 “Collection Agency Services”. Prepared By: Jeffrey Newman, Manager, Financial Operations, Public Services Department Viviana Giarimoustas, Management Analyst II, Public Services Department ATTACHMENT(S) 1. Notice of Non-Compliance (PDF) 16.D.1 Packet Pg. 473 02/27/2024 2. Refreshing Florida Amount Due (PDF) 3. Timeline for Refreshing Florida (PDF) 4. 21-7854 RefreshingFlorida_Contract (PDF) 5. 20-7814 RTRFinancialServices_Contract (PDF) 16.D.1 Packet Pg. 474 02/27/2024 COLLIER COUNTY Board of County Commissioners Item Number: 16.D.1 Doc ID: 27791 Item Summary: Recommendation to terminate for cause Revenue Generating Agreement No. 21-7854 for “Vending Machine Services,” with Refreshing Florida LLC. Meeting Date: 02/27/2024 Prepared by: Title: – Public Services Department Name: Todd Henry 01/23/2024 9:56 AM Submitted by: Title: Department Head – Public Services Department Name: Tanya Williams 01/23/2024 9:56 AM Approved By: Review: Parks & Recreation Olema Edwards Additional Reviewer Completed 01/23/2024 10:49 AM Operations & Veteran Services Jeff Weir OVS Director Review Completed 01/25/2024 7:53 AM Public Services Department Todd Henry Level 1 Department Review Completed 01/25/2024 8:10 AM Procurement Services Sandra Srnka Level 1 Purchasing Gatekeeper Completed 01/25/2024 5:02 PM Procurement Services Sandra Srnka Procurement Director Review Completed 01/25/2024 5:02 PM Public Services Department Tanya Williams PSD Department Head Review Completed 01/29/2024 8:47 AM Office of Management and Budget Debra Windsor Level 3 OMB Gatekeeper Review Completed 01/29/2024 9:15 AM County Attorney's Office Jeffrey A. Klatzkow Level 3 County Attorney's Office Review Completed 01/29/2024 10:55 AM Office of Management and Budget Blanca Aquino Luque Additional Reviewer Completed 01/29/2024 11:14 AM County Manager's Office Dan Rodriguez Level 4 County Manager Review Completed 02/20/2024 9:48 AM Board of County Commissioners Geoffrey Willig Meeting Pending 02/27/2024 9:00 AM 16.D.1 Packet Pg. 475 16.D.1.aPacket Pg. 476Attachment: Notice of Non-Compliance (27791 : Recommendation to Terminate Agreement No. 21-7854, “Vending Machine Services") 16.D.1.aPacket Pg. 477Attachment: Notice of Non-Compliance (27791 : Recommendation to Terminate Agreement No. 21-7854, “Vending Machine Services") Month Year Amt Due March 2023 $545.71 April 2023 $7,277.00 May 2023 $6,901.20 June 2023 $7,419.63 July 2023 $11,989.27 August 2023 $7,127.02 September 2023 $5,565.42 October 2023 $3,906.85 November 2023 $674.89 December 2023 $158.63 Scrivener's Error Sales Tax $1,821.72 Total Due $53,387.34 Refreshing Florida Amount Due 16.D.1.b Packet Pg. 478 Attachment: Refreshing Florida Amount Due (27791 : Recommendation to Terminate Agreement No. 21-7854, “Vending Machine Services") Timeline for Refreshing Florida, LLC. No. 21-7854 Vending Machine Service Agreement - Date Detail 6/23/2021 Commencement of Agreement. 12/16/2021 Initial missed payments began, missing refund tracking, breakdown of reports, and credit card merchant fees. Late payment of $150.17 for October 2021. 12/17/2021 Late payment notification was sent. 1/11/2022 Partial payment was received for $2,996.20. 2/16/2022 Late payment notification was sent. 2/25/2022 Partial payment was received for $1,043.94. 3/14/2022 Partial payment was received for $2,703.59. 6/22/2022 Zoom meeting to address late payments, reporting issues, and complaint from Max Hasse on refund issues. New staff member AJ from Refreshing Florida LLC. 7/26/2022 Late payment notification was sent for June 2022. 9/14/2022 Vendor meeting to discuss late payments. 9/23/2022 Received May and June payment for a total of $10,167.65. 10/10/2022 Received July and August payment for a total of $10,266.26. Payments made brought account current. 1/25/2023 In person meeting to discuss ongoing non-compliance (unapproved vendor price increases). New manager – Leonard McPherson and AJ in attendance. 5/16/2023 Late payment notification was sent. 6/5/2023 Partial payment for March received of $5,667.93, remaining balance owed for March of $545.71. 7/11/2023 E-mail to Refreshing Florida to address non-compliance (reports, payments, etc.) 7/13/2023 Phone call with Refreshing Florida (Leonard McPherson) to request payments and reporting. 8/16/2023 Zoom meeting with Operations and Veteran Services (OVS) Management and Refreshing Florida to discuss payments and non-compliant reporting. Vendor did not provide reports or payments. 10/3/2023 Zoom meeting with OVS, Parks and Recreation management, and Refreshing Florida to discuss ongoing non-compliance. Leonard stated they are unable to make payments and County will need to contact owner Ryan Wear. E-mail was sent to Ryan, received a read receipt from Ryan’s e-mail, however no response to the e-mail. 10/4/2023 Request for legal services was sent to County Attorney’s office requesting to take possession of company’s assets as per the Agreement until receipt of payment in full. County Attorney’s office advised to terminate agreement. 10/9/2023 Zoom meeting per vendor’s request. Leonard McPherson was in attendance, stated they are not willing to meet their obligations. County advised of termination and the vendor stated they understood. 10/9/2023 Non-compliance letter sent through certified mail with current balance owed of $41,259.83. Reports continue to be received; however, no payment has been made. 10/18/2023 Late payment notification e-mail was sent. Response from Refreshing Florida was they have stopped servicing all locations. 11/20/2023 Late payment notification e-mail was sent. Report was sent without payment. 1/18/2024 Complete internal review of reports from commencement of agreement to present revealed a sales tax discrepancy. Scrivener’s error of $1,821.72, bringing current balance due to $53,387.34. 16.D.1.c Packet Pg. 479 Attachment: Timeline for Refreshing Florida (27791 : Recommendation to Terminate Agreement No. 21-7854, “Vending Machine Services") GENERAL SERVICE & REVENUE GENERA TING AGREEMENT # 21-7854 for Vending Machine Services THIS AGREEMENT, made and entered into on this __ day of ______ 201.1_, by and between Refreshing Florida LLC , authorized to do business in the State of Florida, whose business address is 2129 Andrea Lane, Fort Myers, Florida 33912 , (the "Contractor") and Collier County, a political subdivision of the State of Florida, (the "County"): WIT N ES S ETH: 1. AGREEMENT TERM. The Agreement shall be for a five ( _5_ ) year period, commencing [j] upon the date of Board approval; or D upon _______ , and terminating five ( _§__ ) 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 dissretion and with the consent of the Contraster, renmv the /\greement under all of the terms and conditions contained in this /\greement for ======-i-__ ) additional ___ ( _ ) year(s) periods. The County shall give the Contraster written notise of the County's intention to renew the Agreement term prior to the end of the /\greemcnt term then in effcst. 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 execution of this Agreement. 3. STATEMENT OF WORK. The Contractor shall provide services in accordance with the terms and conditions of D Request for Proposal (RFP) [j] Invitation to Bid (1TB) D 4-1-1+-1+-H'--------------------+-----+ # 21-7854 I including all Attachment(s), Exhibit(s) and Addenda and the Contractor's proposal referred to herein and made an integral part of this Agreement. The Contractor shall also provide services in accordance with Exhibit A -Scope of Services attached hereto. 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, Page I of 15 General Service & Revenue Generating Agreement 2021 (Ver.I) 16.D.1.d Packet Pg. 480 Attachment: 21-7854 RefreshingFlorida_Contract (27791 : Recommendation to Terminate Agreement No. 21-7854, “Vending Machine Services") in compliance with the County's Procurement Ordinance, as amended, and Procurement Procedures in effect at the time such services are authorized. 3.2 The execution of this Agreement shall not be a commitment to the Contractor to order any minimum or maximum amount. The County shall order items/services as required but makes no guarantee as to the quantity, number, type or distribution of items/services that will be ordered or required by this Agreement. 4. THE AGREEMENT SUM. The Contractor shall pay the County for the performance of this Agreement based on Exhibit B-Fee Schedule, attached hereto. 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: Refreshing Florida LLC Address: 2129 Andrea Lane Fort Myers, Florida 33912 Authorized Agent: Ryan R. Wear, Mgr Attention Name & Title: Tracy Ottenstroer Telephone: (800) 655-8363 / (612) 760-6929 E-Mail(s): Tracy@refreshingusa.com All Notices from the Contractor to the County shall be deemed duly served if mailed or emailed to the County to: Board of County Commissioners for Collier County, Florida Division Director: Barry Williams Division Name: Parks and Recreation Division Address: 15000 Livingston Road Naples, FL 34109 Administrative Agent/PM: Matt Catoe, Contract Administration Specialist Telephone: """'(2=3;;..;;9~)=2=52;;;;...-...;.4=05;;;_;9'---_________ _ E-Mail(s ): Matthew. Catoe@colliercountyfl.gov Page 2 of 15 General Servi ce & Revenu e Generating Agreement 2021 (Ver.I) § 16.D.1.d Packet Pg. 481 Attachment: 21-7854 RefreshingFlorida_Contract (27791 : Recommendation to Terminate Agreement No. 21-7854, “Vending Machine Services") 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 the suspension period until the violation has been corrected to the satisfaction of the County. 10. TERMINATION. Should the Contractor be found to have failed to perform his services in a manner satisfactory to the County as per this Agreement, the County may terminate said Agreement for cause; further the County may terminate this Agreement for convenience with a thirty (30) day written notice . The County shall be the sole judge of non-performance . In the event that the County terminates this Agreement, Contractor's recovery against the County shall be limited to that portion of the Agreement Amount earned through the date of termination. The Contractor shall not be entitled to any other or further recovery against the County, including, but not limited to, any damages or any anticipated profit on portions of the services not performed. Page 3 of 15 General Service & Revenue Generating Agreement 2021 (Ver.I) 0 16.D.1.d Packet Pg. 482 Attachment: 21-7854 RefreshingFlorida_Contract (27791 : Recommendation to Terminate Agreement No. 21-7854, “Vending Machine Services") 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. [i] 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 Operat ions; Independent Contractors; Products and Completed Operations and Contractual Liability. B. [i] Business Auto Liability: Coverage shall have minimum limits of $500,000 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. G-:-D Professional Liability: Shall be maintained by the Contractor to ensure its legal liability for claims arising out of the performance of professional services under this /\greement. Contractor \'o'aives its right of recovery against County as to any claims under this insurance. Such insurance shall ha 1te limits of not less than $ _____ each claim and aggregate . ~ D Cyber Liabilitv: Coverage shall have minimum limits of $ ______ per claim . :i=-:, 0 ______________________ : Coverage shall have minimum limits of $ per claim. Special Requirements: Coll ier 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 Page 4 of15 Ge neral Serv ic e & Rev enu e Generatin g Agreemen t 2021 (Ver.I) 0 16.D.1.d Packet Pg. 483 Attachment: 21-7854 RefreshingFlorida_Contract (27791 : Recommendation to Terminate Agreement No. 21-7854, “Vending Machine Services") 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. 14. AGREEMENT ADMINISTRATION. This Agreement shall be administered on behalf of the County by the Park and Recreation 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, Ii] Exhibit B Fee Schedule,□ Rf'.P/ Ii] ITB/0 ~o+Fth1P.e-F-F_:::-_-_-_-_:::-_-_-_-_-_-_-_---= -=--_-_-_-_-_-_- #21-7854 , including Exhibits, Attachments and Addenda/Addendum, D subsequent quotes, and D Other Exhibit//\ttaohment: _____________ _ 17. APPLICABILITY. Sections corresponding to any checked box(• expressly apply to the terms of this Agreement. Page 5 of 15 General Service & Revenue Generating Agreement 2021 (Ver.I) 16.D.1.d Packet Pg. 484 Attachment: 21-7854 RefreshingFlorida_Contract (27791 : Recommendation to Terminate Agreement No. 21-7854, “Vending Machine Services") 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 Ill, 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, including specifically those contractual requirements at F.S. § 119.0701 (2)(a)-(b) as stated as follows: IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: Communication and Customer Relations Division 3299 Tamiami Trail East, Suite 102 Naples, FL 34112-57 46 Telephone: (239) 252-8999 Email: PublicRecordReguest@colliercountyfl.gov The Contractor must specifically comply with the Florida Public Records Law to: 1. Keep and maintain public records required by the public agency to perform the service. 2. Upon request from the public agency's custodian of public records, provide the public agency with a copy of the requested records or allow the records to be Page 6 oflS General Service & Revenue Generating Agreement 2021 (Ver .I) 16.D.1.d Packet Pg. 485 Attachment: 21-7854 RefreshingFlorida_Contract (27791 : Recommendation to Terminate Agreement No. 21-7854, “Vending Machine Services") 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. 22. PAYMENTS '.".'ITHHELD. The County may desline to approve any applisation fer payment, or portions thereof, because of defestive or insomplete worl<, subsequently dissevered evidence or subsequent inspestions. The County may nullify the 111hole or any part of any approval fer payment previously issued and the County may 'Nithheld any payments otherwise due to Contraster under this Agreement er any other Agreement between the County and Centrastor, to such extent as may be nesessary in the County's opinion to protect it from loss besause of: (a) defective \Afork net remedied; (b) third party claims failed er reasonable evidence indicating probable fling of sush slaims; (o) failure of Contraster to make payment properly to subsentrask>rs er fer labor, materials er equipment; (d) reasonable doubt that the V\lerk oan be oempleted fer the unpaid balance of the Contract /\mount; (e) reasonable indication that the V'Jerl< 'Nill net be completed within the Contract Time; (f) unsatisfastery prosecution of the VVerk by the Contraster; er (g) any ether material breaoh of the Contrast Doouments. If any conditions described above are net remedied er removed, the County may, after three (3) days written notise, restify the same at Contractor's expense. The County also may offset against any sums due Contraster the amount of any liquidated or unliquidated obligations of Contraster to the County, whether relating to or arising out of this Agreement er-any ether Agreement between Contractor and the County. Page 7 of 15 General Service & Revenue Generating Agreement 2021 (Ver.I) 0 16.D.1.d Packet Pg. 486 Attachment: 21-7854 RefreshingFlorida_Contract (27791 : Recommendation to Terminate Agreement No. 21-7854, “Vending Machine Services") 2 3. D CbeA-N-b!-~GeR-tf-aet0r--a9r-ee-c,.,-te-keeJ3-t-t:ie-Pfejeet-site-elean-a-t-a~-l-t~rnes-e-f-Elee-Fi&; fl¾Bh1&1:l-aP,e -v,1asffi-ffiatet=ta~s-afi-siH§-0HH3f...tA-e-V\Jefk·:-/.\J-.tRe-eeffi ·l3~etie-R-0f-tl:le-\AlefY\"j Gootr:aeter&l:la-l-l-r:emeve-a+l-€f-el3fi&,-Fl:l0e¥'..R.-afl€1-vm-ste-AIBter-ia+s-f.r-effl-afl-8-ae0-HH-Re-P.Fejeet &tt&,-a&-'.VeH-as-a+l-t-ee-Js,a -~ffiR-ees-,-G0flffiA:16HBfl-e€1-l:lfl:)-ffiB-Flt-8f1€1-m-a-eltifleFy-aREI-S¼:lfi}I$ rnatefia-l&;-a-A0-&A ·a~~-lea -ve-#!e-P-r-<ajeet-s-i-te-eleatr.- 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. 2 5. 0 WARR~ Gef»Faetef-e>',q3fe&Sl,Y-VJafFaflts--41%lHl=le-§000&,-ffi-8tefia-l&-aA€lie-F eE1-H~13ffiem-eevefeEl--l3-y-tt-l1~feeffieRt-v.1W -e0fl.fe.r-m-t-e-tRe-FeEf'l:l+FemeR-t~esifieEl,aPra wm-ee-e-f-s-ati&f-aet0-i:y-rn -ater+al -aAtktb1-a-l-ity--J3r-eEi-t:-J -etieA,f.Fee-f.F&FA-0efeet&;--aflEl-st:lff.eieRt-.ft-0-F t-R€-f}l:ffl30Se-i -AteR-EieEi-:-Geeas-sl=lal+-e-e-Ei-eHve-Fea-f-Fe-e-f.Fem-a-Ay-SeSl:lf~ty-i-Ater-est-er--0-t.J9.e-F HeA,efle1:1mbFaooe--er:-ela -irn-ef-a.Ay-t-l=t1f&f3aFty;-AflY-Se-FV+ee-s -J:}F0V1Eleel--HAeer-t-l=ti&A9feeffieflt &Ra!H3e-13fev.JeeEl-ifl-aeeeFElaRee-witt-i-§€-Aer:a~-~/-aeee13te€1--f)ffif-es&i&Aa~-s4aAaaFGS-fef-t:Re 13aFt.Jet1-lar:-&0fV·i·ee-:-=f'-kese--i.NaFFa-Rties--st-ia~-l-sidf'J-i-v-e--tA&l=)eeti-0fl,aeee13tafl€e;-f}a-s&a§&-e.f.-#Ue &RS-J3ayFAefl-t..ay-tAe-Ge-HAty-: GeR¥..aet-erf-l:lftRer-1,,-var-faflts-te4Re-Getffit-y-tAa-t-a-l-l-fflatef~a-ls-aR&e€fH}l3ffieAt.fttFfl1&Re0-HAEl•eF tRe---Ge-Rtf-aet-Heel:lfAeflt&-&t-i-a-U-a 0 -"'·"'~+ie0-+As-t-a-l-leek-eeflf1eete4-efeeteeh-Hseel-:-elea·Aea \;i -c:£Pf;,-n J J I J l a-A€1----oof1Git-ie-Rea-ifl-aec-e-FEiaflC-e--vtit-R-tAe-i-Astfl¾etiens -ef-the-a-19plteae-le--maRl:l-faet-t:1-Fef&; fae-Fieat-eFS ,€H:lf}l3-HeFS-B·F-f)f-068SSBf-S-&X-6ept--a-s-etAe-FWi-Se-13-r-e,v-ieea-f-ef-ifl-tAe-.f'o-0-AtFaet Gee1:1mefl-t&.. it,w+t-l=t+R-0A€-(-1+-3/€af-a#ef-fi-Aa-l-eem13ie#eA,afl,Y-VVefk--1-s-f.e-uR€1-te-13e-Eie.feetw.e-.e•F-flffi-1fl eeH.fefffiaflee--¼tj·tA--tRe-Geflt::aet-Qe8l:l·me-Rt-s,Gemr-aet-e-F-&ha-l-l-eeFH~eHt-f3r-em13-t-ly--a~F feeei13-t-ef-v,-r~eA-Ae-t•ee-f:Fem-tt:le--Gel:l·~o-0-AtFaeteF-St-ra+l-a·ls&-0e--Fe-Sl38R-S{·B-le-f-8-f-a-R0-f3GY .fef-fe-j3-lac-emeAt-ef-fef)a-i-r:-&f-aejac-eRt-fflateftal&e -r-We-w"-v-l=ti -et:i-rnay-Be-Eiaffia§ee-as-a-r-esl:l -~t e:f.-.&l:leA-Fef}laeeffie-Rt-0-F--Fef:}81-F:-+f::lese-waFffiffiies-a-r-e--l-R-a€1€1-}ti-0-R-te-t-A•0se--irnpl-iee vv--ar+a-Rties4e-w-A+eMl=te-Get::tfl,ty-is-eAtitles-as-a-FA-at4-er-ef--law-:- 26. [j] 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. SUBMITTALS AND SUBSTITUTIONS. Any substitution of products/materials from specifications shall be approved in writing by the County in advance. Page 8 oflS General Service & Revenue Generating Agreement 2021 (VerlfS:\ w 16.D.1.d Packet Pg. 487 Attachment: 21-7854 RefreshingFlorida_Contract (27791 : Recommendation to Terminate Agreement No. 21-7854, “Vending Machine Services") 28. 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 mcpressly set forth herein, no addition or ohanges to the Work shall be made exoept 1::1pon modification of the Pl::IFohase Order by the Co1::1nty, and the Co1::1nty shall not be liable to the Contractor for any increased compensation 1Nitho1::1t s1::1ch 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. 29. 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. 30. 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. 31. 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. 32. 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 . 33. D KEY PERSONNEL. The Contractor's personnel and management to be utilized for this projeot shall be knowledgeal31e in their areas of expertise. The Co1::1nty reserves the right to perform investigations as may be deemed necessary to ens1::1re that competent persons 'Nill be utilized in the performanoe of the /\greement. The Contraotor shall assign as many people as necessary to complete the services on a timely basis, and eaeh person assigned shall-be available for an amo1::1nt of time adeq1::1ate to meet the required service dates. The Contractor shall not change Key Personnel unless the following conditions are met: (1) Proposed replacements ha 101e s1::1bstantially the same or better qualifications Page 9 of 15 General Service & Revenue Generating Agreement 2021 (Ver.I) Q l~ 16.D.1.d Packet Pg. 488 Attachment: 21-7854 RefreshingFlorida_Contract (27791 : Recommendation to Terminate Agreement No. 21-7854, “Vending Machine Services") and/or e><perienso. (2) that the County is notified in v"'riting as far in advanse as possible. The Gontrastor shall make sommeroially reasonable efforts to notify Gollier County within seven (7) days of the shange. The County retains final appro'o'al of proposed replaoement personnel. Ii] 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. 34. Ii] 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. D ORDER OF PRECEDENCE (Grant Funded). In the event of any sonflict between or among the terms of any of the Contract Dosuments and/or the County's Board approved Exeoutiv'e Summary, the terms of the Agreement shall take presedense over the terms of all other Contrast Documents, exsept the terms of any Supplemental Conditions shall take precedence over the Agreement. To the extent any sonflist in the terms of the Contrast Documents cannot be resolved by applisation of the Supplemental Conditions, if any, or the Agreement, the sonflist shall be resol 1o'ed by imposing the more strist or costly obligation under the Contrast Dosuments upon the Gontrastor at County's dissretion. 35. 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. 36. 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 Page 10 of 15 General Service & Revenue Generating Agreement 2021 (Ver.I) Q ~ 16.D.1.d Packet Pg. 489 Attachment: 21-7854 RefreshingFlorida_Contract (27791 : Recommendation to Terminate Agreement No. 21-7854, “Vending Machine Services") 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. 37. [j] 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. 38. DEFAULT IN PAYMENT. If the payment of revenue is not received within thirty (30) days after the normal monthly due date, then the County may take possession of the Contractor's assets on County property and may terminate this Agreement. A monthly report as identified in Exhibit A shall also be submitted to the Director of Parks and Recreation or Designee, by the fifteenth (15th) of each month. This report shall accompany the monthly Statement of Gross Receipts and shall be subject to audit. Contractor's failure to remit any such payment or produce the reports shall be considered a material breach of the Agreement. (signature page to follow) Page 11 of 15 General Service & Revenue Generating Agreement 2021 (Ver. I) {:~ e9 16.D.1.d Packet Pg. 490 Attachment: 21-7854 RefreshingFlorida_Contract (27791 : Recommendation to Terminate Agreement No. 21-7854, “Vending Machine Services") IN WITNESS WHEREOF, the parties hereto, by an authorized person or agent, have executed this Agreement on the date and year first written above. CONTRACTOR: Refreshing Florida LLC r-:DocuSigned by: ~~43~::::5 ________ _ Signature By: ------------,.-- tType/print signature and titlet Dated : ~:tt1~ ~o Form and Legality: l_:A6D65979 4 3 DC4 14 ... _________ _ ____ County Attorney Print Name BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA !{ DocuSigned by: e l~~ Sandra Herrera Director of Procurement Services Date : ---------- Page 12 of 15 Ge nera l Serv ice & Reve nu e Ge neratin g Agree ment 202 1 (Ver. I) 16.D.1.d Packet Pg. 491 Attachment: 21-7854 RefreshingFlorida_Contract (27791 : Recommendation to Terminate Agreement No. 21-7854, “Vending Machine Services") Exhibit A Scope of Services [j] following this page (pages _1_ through~) D this exhibit is not applicable Page 13 of 15 General Service & Revenue Generating Agreement 2021 (Ver. I) 0 16.D.1.d Packet Pg. 492 Attachment: 21-7854 RefreshingFlorida_Contract (27791 : Recommendation to Terminate Agreement No. 21-7854, “Vending Machine Services") #21-7854 "Vending Machine Services Exhibit A Scope of Services The purpose of this Agreement is for the Collier County Parks and Recreation Division to obtain Vending Machines services to provide drinks and snacks along with any necessary equipment services throughout County facilities. DETAILED SCOPE OF WORK A. Facilities, Equipment, and Merchandise I. The County intends to deliver high-quality service that provides snack and beverages as a convenience to both the public and County employees. The County will facilitate the space required for setting up the machines and electricity necessary for their vending operation throughout various County buildings. The Vendor shall furnish, install, maintain, and operate machines to automatically vend merchandise dispensed in approved containers and/or wrappings to the general public at the locations listed in attachment 'Location List' (or additional locations as approved by the Parks and Recreation Director or designee). Vending Machines should be able to accept cash, coins, as well as electronic payment options such as Apple Pay, Samsung Pay, debit cards, and credit cards. 2. The cost of furnishing, installing, operating, and maintaining all machines, together with all merchandise and other required materials or supplies in connection with such operation, except for water and electricity, shall be borne by the Vendor. Vending Machines shall be maintained in a safe and sanitary condition at all times. 3. Each vending machine shall be installed with a third party software system such as VendMAX, Cantaloupe, or another device that remotely monitors all vending transactions to allow the Contractor to track and manage data and operations, and from which the County will be able to generate repot1s and review data online 24/7. 4. The Vending Machines shall remain the prope11y of the Vendor. All machines must be removed upon expiration/ termination/ cancellation of the agreement. 5. Vending Machines should meet the following criteria: • Should be in excellent condition, new or refurbished, and high-quality energy efficient with light-emitting diode (LED) and credit card technology at no additional cost to the County. • Must contain a validator and a changer. • Must be fully stocked three (3) times per week, or (indicate schedule). Repair services must be available twenty- four (24) hours per day, seven (7) days per week. 6. The Vendor shall perform monthly preventative maintenance of each machine installed and present to the County upon request. This monthly maintenance shall include, but is not limited to: service, testing, inspection, repair and/or cleaning of motors/compressors, electronics, wiring, lighting, doors/gaskets, plumbing, sanitation, locks, temperature, and overall appearance, etc. 7. The Vendor shall pay for all permits, fees, arrangements for inspections, licenses, and costs incurred for duration of the agreement. The Vendor must maintain and provide copies of all required Federal, State and Local licenses, certifications or permits. 8. The Vendor shall comply with the American with Disabilities Act (ADA) vending machine laws. 9. Ifrequested by the County, the Vendor shall remove and/or replace any Vending Machines within one (1) week of the request which, in the opinion of the County, have deteriorated to where the machine is not mechanically able to provide reliable service, or where in the opinion of the County, the exterior of the machine has so deteriorated as to Page 1 of 4 (~ Exhibit A-Scope of Services V 16.D.1.d Packet Pg. 493 Attachment: 21-7854 RefreshingFlorida_Contract (27791 : Recommendation to Terminate Agreement No. 21-7854, “Vending Machine Services") the esthetic appearance. Additionally, the Vendor shall remove and/or add Vending Machines under circumstances deemed warranted by the County, including repeat vandalism. B. Product List 1. The Vendor shall complete the attached "Product List" listing the vending offerings being proposed, including brand names, product sizes, and vending prices. 2. All candy, cookies, gum, chips, etc., are to be standard pre-packaged vending machine products. Bottled water and soft drinks, including fruit juice or iced tea, shall consist of nationally advertised brands only, in twelve (12) ounce cans or plastic bottles not less than ten (10) ounces. Cans must have opening containers in which the tab remains affixed to the container when opened. No removable pull tabs are permitted to be used. 3. The Vendor shall use nationally known brand food, candy, and beverage products, such as Hershey, Mars, Lance, Frito Lay, Coca-Cola, and Pepsi, etc. 4. In addition to traditional vending offerings, 1/3 of the products should consist of healthy alternatives selections defined as -snacks and drinks that are low in sugar, fat and calories. 5. All machine products are to show an expiration date on each package, and the Vendor shall be responsible for stock rotation. No products are permitted to be sold beyond the expiration date. The Vendor shall replace outdated, spoiled, and/or damaged products promptly at no charge. 6. Tobacco products shall not be vended on the County's premises. 7. Prices submitted for each product shall be considered as the price to be charged for each item. Neither the prices of each product, the quality or the size of the items shall be changed by the Vendor without the written approval of the Director of Parks and Recreation Director or designee. C. Safe and Sanitary Operation 1. It shall be the Vendor's responsibility to maintain all machines in excellent operating condition concerning cleanliness and mechanical/electrical operations and to correct any defects or problems relative to the Vending Machines which may prove hazardous or detrimental to the health and safety of the public. 2. It shall further be the Vendor's responsibility to act immediately upon notification of any safety violation or hazardous condition and correct the violation or hazard within twenty-four (24) hours of notification. 3. The Vending Machines' power plug shall be compatible with the present configuration at each location. Any modifications to the County electrical connections must be pre-approved by the Building and Maintenance Depmtment. 4. The County reserves the right to disconnect any machine from its power source which, in its opinion, represents a safety or health violation or hazard until the necessary corrections are made. 5. The Vendor will not be charged for the power consumed by the machines. The County does not guarantee an uninterrupted supply of electricity, except that it shall be diligent in restoring service following an interruption. D. Additions, Removals, and Relocations 1. The Vendor shall have the right to install machines in new locations, under the same terms and conditions, but only with the approval of and at the discretion of the Parks & Recreation Director and other Divisions or their designee. 2. The County reserves the right to allow other concessions and concessionaires to operate under the designated premises as may be approved by the Parks & Recreation Director and other Divisions or their designee. 3. The County reserves the right to require the Vendor to remove or relocate any vending machine in any location of Page2of4 G Exhibit A-Scope of Services 0 16.D.1.d Packet Pg. 494 Attachment: 21-7854 RefreshingFlorida_Contract (27791 : Recommendation to Terminate Agreement No. 21-7854, “Vending Machine Services") the County with thitty (30) days' notice. E. Special Events I. The County may request the Vendor to provide additional machines to be temporarily installed at ce1tain County locations when special events are scheduled that would, in the opinion of the Parks and Recreation Director, require the provision of facilities and/or merchandise listed under the provisions of this agreement. 2. The Vendor shall receive at least thi1ty (30) days' notice of any special event requiring this additional equipment. F. Signs 1. Adve1tising signs shall not be displayed except for identification signs that have been approved by the Director of the Parks and Recreation and other Divisions or their designee. 2. Each machine shall be equipped with a sign or decal, prominently placed in the front of the machine, displaying the Vendor's company name, telephone number, and email address. · G. Vandalism I. The County assumes no responsibility for the protection of such machines against injury or damage or the unauthorized removal of such machines or any parts thereof, or any of the contents thereof. H. Refunds I. The Vendor shall agree to provide refunds to patrons who lose monies in the vending machine as per procedures of Parks and Recreation and other Divisions that utilize this service. Refunds shall be rendered to customers within 24-hours. Refunds are to be tracked, reported, and sent to the County's contract administrator monthly. 2. All machines shall be labeled or have sign(s) prominently displayed that contain concise instructions as to the procedure for obtaining refunds. I. Commission Returned to the County • On a monthly basis, the Vendor shall be responsible for payment of the Parks and Recreation related Gross Monthly Revenue Fees as outlined in Exhibit B-Fee Schedule. • The Vendor must keep complete and accurate records and books of accounts in accordance with accepted accounting principles with a breakdown of sales and commission by facility and machine. J. Reporting I. The Vendor must submit a monthly report with commission payments, which shall include the following: • Machine type, identification or serial number, and location of each machine on the premises. • Sales and commissions for each machine including decal number and the location. • The monthly report shall be delivered by mail, with its accompanying commission payment in the form of a certified check or money order made out and mailed to: Board of County Commissioners -Attn: Revenue Accounts - 3339 Tamiami Trail E, Building H 2nd Floor Suite 212, Naples, FL 34112 2. The County, through its duly authorized representative shall at all reasonable times have the right to examine books and records of the Vendor. The County shall also have the right to physically audit sales from any machine or group of machines periodically at various sites by Collier County auditors. 3. The Vendor must obtain a direct pay permit from the Florida Depa1tment of Revenue and be presented to the County. The direct pay permit authorizes the machine operator to self-accrue and remit the tax due on the lease or license to use the real property and relieves the location owner of this obligation. Page 3 of 4 Exhibit A-Scope of Services 0 16.D.1.d Packet Pg. 495 Attachment: 21-7854 RefreshingFlorida_Contract (27791 : Recommendation to Terminate Agreement No. 21-7854, “Vending Machine Services") K. Product Price Increases I. The Vendor may request a price increase after the first year of the agreement. Retroactive price adjustments are not authorized. 2. Submit price increase requests in writing via email to the Division Contract Administrator thirty (30) days before the annual renewal period for consideration. Price increase requests review may take over thirty (30) days to complete. 3. The Vendor shall provide supp01iing documentation justifying price increases ( examples: supplier material agreements, proof of fuel increases , etc.). 4. The Contract Administrator shall conduct a price analysis to determine price increases are fair and reasonable. One of the following methods may be price competition (reviewing other competitive bids or offers), market prices, historical prices, prior competitions, or independent estimates. 5 . During the review process, the Vendor shall continue to fulfill all responsibilities at the current agreement prices . Page 4 of 4 Exhibit A-Scope of Services 16.D.1.d Packet Pg. 496 Attachment: 21-7854 RefreshingFlorida_Contract (27791 : Recommendation to Terminate Agreement No. 21-7854, “Vending Machine Services") Exhibit B Fee Schedule [j] following this page (pages _1_ through _1 _) D this exhibit is not applicable Page 14 of 15 General Service & Revenue Generating Agreement 2021 (Ver.I) 0 16.D.1.d Packet Pg. 497 Attachment: 21-7854 RefreshingFlorida_Contract (27791 : Recommendation to Terminate Agreement No. 21-7854, “Vending Machine Services") #21-7854 "Vending Machine Services" Exhibit B FEE SCHEDULE Commission to County (Percentage of Total Gross Sales): 36% for All items (with the exception of canned sodas) 41 % for Canned Sodas Commission reflects a percentage of gross sales without deduction of any costs incurred including, but not limited to taxes, repairs, and service. Page 1 of 1 Exhibit A-Scope of Services 16.D.1.d Packet Pg. 498 Attachment: 21-7854 RefreshingFlorida_Contract (27791 : Recommendation to Terminate Agreement No. 21-7854, “Vending Machine Services") Other Exhibit/Attachment Description: D following this page (pages __ through _) [j] this exhibit is not applicable Page 15 of 15 Ge neral Servic e & Rev enu e Generatin g Agreemen t 2021 (Ver. I) (A v 16.D.1.d Packet Pg. 499 Attachment: 21-7854 RefreshingFlorida_Contract (27791 : Recommendation to Terminate Agreement No. 21-7854, “Vending Machine Services") FIXED FEE PROFESSIONAL SERVICE AGREEMENT 20-7814 for Collection Agency Services THIS AGREEMENT, made and entered into on this a& day of 20 21 , by and between R.T.R. Financial Services Inc. authorized to W business in the State of Florida, whose business address is 2 Teleport Drive, Suite 302, Staten Island, NY 10311 , (the "Contractor") and Collier County, a political subdivision of the State of Florida, (the "County"): WITNESSETH: The Agreement shall be for a three (3 ) year period, commencing upon the date of Board approval an and terminating 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 3. STATEMENT OF WORK. The Contractor shall provide services in accordance with the terms and conditions of Request for Proposal (RFP) 4v+tation-to-Bid. T-9) Other ( # 20-7814 , including all Attachment(s), Exhibit(s) and Addenda and the Contractor's proposal referred to herein and made an integral part of this Agreement. The Contractor shall also provide services in accordance with Exhibit A — Scope of Services attached hereto. Page l of 15 Fixed Price Professional Service Agreement #2017-001 (Ver.1) 16.D.1.e Packet Pg. 500 Attachment: 20-7814 RTRFinancialServices_Contract (27791 : Recommendation to Terminate Agreement No. 21-7854, “Vending Machine 3.1 This Agreement contains the entire understanding between the parties and any modifications to this Agreement shall be mutually agreed upon in writing by the Parties, in compliance with the County's Procurement Ordinance, as amended, and Procurement Procedures in effect at the time such services are authorized. 3.2 The execution of this Agreement shall not be a commitment to the Contractor to order any minimum or maximum amount. The County shall order items/services as required but makes no guarantee as to the quantity, number, type or distribution of items/services that will be ordered or required by this Agreement. 4. THE AGREEMENT SUM. 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): o -tfae-prefect; erIA the Ek is ea pected tf a ttbe-prej fie- As --a- .general business -.--practice de---back--gyp osts-i ude-nu war'-i ed-and-blJti-ng rate antracta4-4iMek4By-rell records-) material -.or --equipment invoices-, and -other reim- bursable 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). Page 2 of 15 Fixed Price Professional Service Agreement #2017-001 (Ver.2) 16.D.1.e Packet Pg. 501 Attachment: 20-7814 RTRFinancialServices_Contract (27791 : Recommendation to Terminate Agreement No. 21-7854, “Vending Machine 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. S- ••. •e •• S S • S. _ • •S S •... _• - - a- 48.9Ir_S S • FORM a @ S•S...S S S Sw.•... .5 •.. S i_. _.. Um S ffS._. •S IN S S _ • . • _ S E _ • . S. S • S S S S • S W S - W. S S S _ Sm - I IN 111 S S S S- - pursuant -to -this --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. Page 3of15 Fixed Price Professional Service Agreement #2017-001 (Ver.1) 16.D.1.e Packet Pg. 502 Attachment: 20-7814 RTRFinancialServices_Contract (27791 : Recommendation to Terminate Agreement No. 21-7854, “Vending Machine 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: Address: Authorized Agent: Attention Name & Title: Telephone: E-Mail(s): R.T.R. Financial Services Inc. 2 Teleport Drive, Suite 302 Staten Island, NY 10311 Robert Reilly, President 718) 668-2881 Rreilly@rtrfs.com All Notices from the Contractor to the County shall be deemed duly served if mailed or emailed to the County to: Board of County Commissioners for Collier County, Florida Division Director: Tabatha Butcher Division Name: Emergency Medical Services Address: 8075 Lely Cultural Parkway, Suite 267 Naples, FL 34113 Administrative Agent/PM: Erin Cook, Accounting Supervisor Telephone: (239) 252-3756 E-Mail(s): Erin. Page@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. Page 4 of 15 Fixed Price Professional Service Agreement #2017-001 (Ver.2) 16.D.1.e Packet Pg. 503 Attachment: 20-7814 RTRFinancialServices_Contract (27791 : Recommendation to Terminate Agreement No. 21-7854, “Vending Machine S NO IMPROPER USE. The Contractor will not use, nor suffer or permit any person to use in any manner whatsoever, County facilities for any improper, immoral or offensive purpose, or for any purpose in violation of any federal, state, county or municipal ordinance, rule, order or regulation, or of any governmental rule or regulation now in effect or hereafter enacted or adopted. In the event of such violation by the Contractor or if the County or its authorized representative shall deem any conduct on the part of the Contractor to be objectionable or improper, the County shall have the right to suspend the Agreement of the Contractor. Should the Contractor fail to correct any such violation, conduct, or practice to the satisfaction of the County within twenty-four (24) hours after receiving notice of such violation, conduct, or practice, such suspension to continue until the violation is cured. The Contractor further agrees not to commence operation during the suspension period until the violation has been corrected to the satisfaction of the County. 10. TERMINATION. Should the Contractor be found to have failed to perform his services in a manner satisfactory to the County as per this Agreement, the County may terminate said Agreement for cause; further the County may terminate this Agreement for convenience with a thirty (30) day written notice. The County shall be the sole judge of non-performance. In the event that the County terminates this Agreement, Contractor's recovery against the County shall be limited to that portion of the Agreement Amount earned through the date of termination. The Contractor shall not be entitled to any other or further recovery against the County, including, but not limited to, any damages or any anticipated profit on portions of the services not performed. 11. NO DISCRIMINATION. The Contractor agrees that there shall be no discrimination as to race, sex, color, creed or national origin. 12. INSURANCE. The Contractor shall provide insurance as follows: A. 0 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 500,000 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. Workers' Compensation: Insurance covering all employees meeting Statutory Limits in compliance with the applicable state and federal laws. Page 5 of 15 Fixed Price Professional Service Agreement #2017-001 (Ver.2) 16.D.1.e Packet Pg. 504 Attachment: 20-7814 RTRFinancialServices_Contract (27791 : Recommendation to Terminate Agreement No. 21-7854, “Vending Machine The coverage must include Employers' Liability with a minimum limit of 1,000,000 for each accident. milky E. Cyber Liability: Coverage shall have minimum limits of $1,000,000 occurrence. F. Technology Errors and Omissions: Coverage shall have minimum limits of 1,000,000 per occurrence. G: Watercral-Cover e_"I have Minimumts-e $ — —per ecc>urrera- I- MaTAhns_jCoyeraqe_(Jones-Ac* -Coverage- shall have n*iirnum. limits of L: (other); Coverage shal.!_..have ra-li r-r-its-a 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. Page 6of15 Fixed Price Professional Service Agreement 42017-001 (Ver.2) 16.D.1.e Packet Pg. 505 Attachment: 20-7814 RTRFinancialServices_Contract (27791 : Recommendation to Terminate Agreement No. 21-7854, “Vending Machine 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. 14. AGREEMENT ADMINISTRATION. This Agreement shall be administered on behalf of the County by the Emergency Medical Services 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), 0 Exhibit A Scope of Services, Exhibit B Fee Schedule, 0 RFP/ ITB/ Othe-r 20-7814 , including Exhibits, Attachments and Addenda/Addendum, subsequent quotes; and Other Exhibit/Attachment: Business Associate Agreement Page 7 of 15 Fixed Price Professional Service Agreement #2017-001 (Ver.2) 16.D.1.e Packet Pg. 506 Attachment: 20-7814 RTRFinancialServices_Contract (27791 : Recommendation to Terminate Agreement No. 21-7854, “Vending Machine 17. APPLICABILITY. Sections corresponding to any checked box (M) will 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, including specifically those contractual requirements at F.S. § 119.0701(2)(a)-(b) as stated as follows: IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: Communication and Customer Relations Division 3299 Tamiami Trail East, Suite 102 Naples, FL 34112-5746 Telephone: (239) 252-8999 The Contractor must specifically comply with the Florida Public Records Law to: Keep and maintain public records required by the public agency to perform the service. Page 8 of 15 Fixed Price Professional Service Agreement #2017-001 (Ver.2) 16.D.1.e Packet Pg. 507 Attachment: 20-7814 RTRFinancialServices_Contract (27791 : Recommendation to Terminate Agreement No. 21-7854, “Vending Machine 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. 22. 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. 23. 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. 24. 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 Page 9 of 15 Fixed Price Professional Service Agreement #2017-001 (Ver.2) 16.D.1.e Packet Pg. 508 Attachment: 20-7814 RTRFinancialServices_Contract (27791 : Recommendation to Terminate Agreement No. 21-7854, “Vending Machine 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. 25. 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. 26. 0 KEY PERSONNEL. The Contractor's personnel and management to be utilized for this project shall be knowledgeable in their areas of expertise. The County reserves the right to perform investigations as may be deemed necessary to ensure that competent persons will be utilized in the performance of the Agreement. The Contractor shall assign as many people as necessary to complete the services on a timely basis, and each person assigned shall be available for an amount of time adequate to meet the required service dates. The Contractor shall not change Key Personnel unless the following conditions are met: (1) Proposed replacements have substantially the same or better qualifications and/or experience. (2) that the County is notified in writing as far in advance as possible. The Contractor shall make commercially reasonable efforts to notify Collier County within seven (7) days of the change. The County retains final approval of proposed replacement personnel. FS Ti4e CoupAy-r-eser sera sa" erg - tat' reernsrat: The__ Contractor hatl-assign-as-n4any-people -as--necessary to--comp]ete-_ requtred services-ort-a4imely--basis; -axed-eaGh-person-assigned-shalt. be-a-vailable fear -an -am. ou- nt of 4ne-adequat aired-ser Aries- 27. 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. t qM- terms of the ContraGt Documents cannot be reso1ved. by appffGatton of the Page 10 of 15 Fixed Price Professional Service Agreement #2017-001 (Ver.2) 16.D.1.e Packet Pg. 509 Attachment: 20-7814 RTRFinancialServices_Contract (27791 : Recommendation to Terminate Agreement No. 21-7854, “Vending Machine 111WWIN" S W _... • _... •._.__ S • 28. 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. 29. 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 $500 per incident. Intentionally left blank -signature page to follow) Page 11 of 15 Fixed Price Professional Service Agreement #2017-001 (Ver.2) 16.D.1.e Packet Pg. 510 Attachment: 20-7814 RTRFinancialServices_Contract (27791 : Recommendation to Terminate Agreement No. 21-7854, “Vending Machine IN WITNESS WHEREOF, the parties hereto, by an authorized person or agent, have executed this Agreement on the date and year first written above. ATTEST: Crystal K. Kinzel, Clerk of Courts & Comptroller By: Dated: 0 SEAL) Afl e a$ t6 Chairman's q}IV Contractor's 11Nitnresse s: Contractor's First Witness F1)r-,+ni Marano 4TTe/ print witness nameT tor's Second Witness Cj oIl Mic I- TType/print witness nameT Approved Os to Form and Legality: unty Attorney BOARD OF COUNTY COMMISSIONERS COLLI4(6Qt1TY, FLORIDA- 0 Chairman R.T.R. Financial Services Inc. Contractor By: Signature , JZG)Dt,a --t T. 2e I I V, Pre>r'dcn f TType/print signature and tifleT Print`Name Page 12 of 15 Fixed Price Professional Service Agreement 42017-001 (Ver.2) 16.D.1.e Packet Pg. 511 Attachment: 20-7814 RTRFinancialServices_Contract (27791 : Recommendation to Terminate Agreement No. 21-7854, “Vending Machine Exhibit A Scope of Services m following this page (pages 1 through 2 ) this exhibit is not applicable Page 13 of 15 Fixed Price Professional Service Agreement #2017-001 (Ver.2) 16.D.1.e Packet Pg. 512 Attachment: 20-7814 RTRFinancialServices_Contract (27791 : Recommendation to Terminate Agreement No. 21-7854, “Vending Machine 20-7814 "Collection Agency Services EXHIBIT A SCOPE OF SERVICES BACKGROUND Collection services are required for a variety of County Divisions where non-payment has occurred, and where County and/or its designated billing consultants have exhausted their collection efforts. Most accounts will typically be assigned to the vendor when determined to be one hundred twenty (120) days past due. However, determination as to which accounts will be assigned to the vendor and when such assignment is to be made rests solely with the County Project Manager or designee. DETAILED SCOPE OF WORK An uncollectible account for this scope is defined as all options of collection methods have been exhausted and no collection has been made. The definition of a non -deliverable account is all options in regard to locating a customer have been exhausted service and technical assistance may be requested such as duplicate bills, duplicate insurance forms, correspondence, etc. County departments, including, but not limited to EMS, Code Enforcement, Animal Services, Parks and Recreations, etc. may elect to use the services offered under this agreement during this contract period. The Vendor/Contractor shall: Report and list all Collier County billing with one or more credit reporting agencies. Provide a written in-depth description of methods and communications used in handling all Collier County billing accounts. Submit to auditor examination and/or review prior to award of contract by County staff or by the County's designee. A monthly detailed account placement report should include names, account number, date of service and amount. Provide detailed reports as requested for annual write off. Ability to file appropriate medical claims. Develop a working relationship with EMS billing consultant and follow established process for claim filing, etc. Permit audits of all Collier County accounts, as requested, by County internal and/or external auditors. Ensure collection practices are in compliance with the Equal Opportunity Credit act, the Fair Credit Billing Act, Fair Debt Collection Practices Act, the Uniform Consumer Credit Code and the American Collectors Association, Inc. Agree not to add, delete, or change in anyway, an account without prior written authorization from the County's Project Manager or designee. Submit a monthly report of all account balances to the County which is due no later than the fifteenth of each month for the prior month's activity. Ensure that Collier County accounts be placed in the Consumer's Credit Report via Equifax, Experian and Trans Union for the required term of seven (7) years, files until paid. Failure to do so may lead to termination of this contract by Collier County. Provide software that has the ability to charge and track interest on past due accounts and provide accurate reports each month showing the breakdown of payment (Principal/interest). EMS billing resolution charges interest on accounts. Submit an annual report of all accounts, which have not had payment activity for two (2) years. Submit a copy of Surety Bonding, and all required licenses in relation to the bonding. Page 1 of 2 Exhibit A- Scope of Services 16.D.1.e Packet Pg. 513 Attachment: 20-7814 RTRFinancialServices_Contract (27791 : Recommendation to Terminate Agreement No. 21-7854, “Vending Machine Provide a monthly error -free billing accompanied by a check for all monies collected by vendor for the particular month. Detailed reports and check must be received no later than the fifteenth day of each month for the prior month's activity. Provide a written acknowledgment report each month showing the number of accounts, the account numbers and the amount placed to reconcile with billing company. Provide Collier County departments access to its website at all times to review the status of the accounts and provide printing access for billing statements. Agree that should there be no collection activity within one (1) year after initial placement within an agency. The County reserves the right to remove the account(s) that were originally placed and opt to place them in the hands of a separate agency. Provide an option to return accounts placed in error when requested by County department staff. Comply with all PCI Data Security Standards (PCI DSS): Where services involve the processing of merchant card transactions. Payment Card Industry Data Security and if the vendor processes, transmits, and/or stores cardholder data in the performance of services provided, they are considered a "service provider" under Requirement 12.8 of the PCI DSS. The vendor shall provide the County with a written agreement that includes an acknowledgement that the service provider is responsible for the security of cardholder data that the service provider possesses 12.8.2 for the PCI DSS. Upon award, the awarded vendor will be required to complete an assessment questionnaire to affirm it has complied with all applicable requirements. Vendor will be expected to supply the current status of vendor's PCI DSS compliance. Under the Health Insurance Portability and Accountability Act (HIPAA) of 1996, vendor is expected to adhere to the same standards as the County and other HIPAA covered entities regarding the protection and non -authorized disclosure of Protected Health Information (PHI). Collier County would prefer the vendor has the ability to file insurance claims. Page 2 of 2 Exhibit A- Scope of Services 16.D.1.e Packet Pg. 514 Attachment: 20-7814 RTRFinancialServices_Contract (27791 : Recommendation to Terminate Agreement No. 21-7854, “Vending Machine Exhibit B Fee Schedule The County shall pay the Contractor 12.75% percentage fee for funds collected, all-inclusive fee for monies collected on behalf of the County from uncollected amount. Page 14 of 15 Fixed Price Professional Service Agreement #2017-001 (Ver.2) 16.D.1.e Packet Pg. 515 Attachment: 20-7814 RTRFinancialServices_Contract (27791 : Recommendation to Terminate Agreement No. 21-7854, “Vending Machine Other Exhibit/Attachment Description: Business Associate Agreement following this page (pages 1 through 8 ) this exhibit is not applicable The Services to be performed by Business Associate require Business Associate to access, create and use PHI on behalf of Covered Entity in accordance with Agreement #20-7814 Collection Agency Services." Page 15 of 15 Fixed Price Professional Service Agreement #2017-001 (Ver.2) 16.D.1.e Packet Pg. 516 Attachment: 20-7814 RTRFinancialServices_Contract (27791 : Recommendation to Terminate Agreement No. 21-7854, “Vending Machine RFP# 20-7814 Collection Agency Services" BUSINESS ASSOCIATE AGREEMENT This Business Associate Agreement ("Agreement") is entered into between COLLIER COUNTY("Covered Entity") and RTR Financial Services Inc., whose address is: 2 Teleport Drive, Suite 302, Staten Island, NY 10311, ("Business Associate"), effective as of this Qj& day of, , 2021 (the "Effective Date"). U WHEREAS, Covered Entity and Business Associate have entered into, or plan to enter into, an arrangement pursuant to which Business Associate may provide services for Covered Entity that require Business Associate to access, create and use Protected Health Information ("PHI") that is confidential under state and/or federal law; and WHEREAS, Covered Entity and Business Associate intend to protect the privacy and provide for the security of PHI disclosed by Covered Entity to Business Associate, or collected or created by Business Associate, in compliance with the Health Insurance Portability and Accountability Act of 1996, Public Law 104-191 ("HIPAA"), and the regulations promulgated there under, including, without limitation, the regulations codified at 45 CFR Parts 160 and 164 ("HIPAA Regulations"); the Health Information Technology for Economic and Clinical Health Act, as incorporated in the American Recovery and Reinvestment Act of 2009, and its implementing regulations and guidance issued by the Secretary of the Department of Health and Human Services (the "Secretary") (the "HITECH Act"); and other applicable state and federal laws, all as amended from time to time, including as amended by the Final Rule issued by the Secretary on January 17, 2013 titled "Modifications to the HIPAA Privacy, Security, Enforcement, and Breach Notification Rules under the Health Information Technology for Economic and Clinical Health Act and the Genetic Information Nondiscrimination Act; Other Modifications to the HIPAA Rules"; and WHEREAS, the HIPAA Regulations require Covered Entity to enter into an agreement with Business Associate meeting certain requirements with respect to the Use and Disclosure of PHI, which are met by this Agreement. NOW, THEREFORE, in consideration of the mutual promises contained herein and the exchange of information pursuant to this Agreement, the parties agree as follows: 1. Definitions. Capitalized terms used herein without definition shall have the meanings ascribed to them in the HIPAA Regulations or the HITECH Act, as applicable unless otherwise defined herein. 2. Obligations and Activities of Business Associate. a. Permitted Uses and Disclosures. Business Associate shall only Use or Disclose PHI for the purposes of (i) performing Business Associate's obligations under Merchant Application & Agreement, "Master Agreement" resulting from Covered Entity's Solicitation #20-7814 "Collection Agency Services" of this Agreement and as permitted by this Agreement; or (ii) as permitted or Required By Law; or (iii) as otherwise permitted by this Agreement. Business Associate shall not Use or further Disclose PHI other than as permitted or required by this Agreement or as Required By Law. Page 1 of 8 Business Associate Agreement i 16.D.1.e Packet Pg. 517 Attachment: 20-7814 RTRFinancialServices_Contract (27791 : Recommendation to Terminate Agreement No. 21-7854, “Vending Machine Further, Business Associate shall not Use or Disclose PHI in any manner that would constitute a violation of the HIPAA Regulations or the HITECH Act if so used by Covered Entity, except that Business Associate may Use PHI (i) for the proper management and administration of Business Associate; and (ii) to carry out the legal responsibilities of Business Associate. Business Associate may Disclose PHI for the proper management and administration of Business Associate, to carry out its legal responsibilities or for payment purposes as specified in 45 CFR § 164.506(c)(1) and (3), including but not limited to Disclosure to a business associate on behalf of a covered entity or health care provider for payment purposes of such covered entity or health care provider, with the expectation that such parties will provide reciprocal assistance to Covered Entity, provided that with respect to any such Disclosure either: (i) the Disclosure is Required By Law; or (ii) for permitted Disclosures when Required By Law, Business Associate shall obtain a written agreement from the person to whom the PHI is to be Disclosed that such person will hold the PHI in confidence and will not use and further disclose such PHI except as Required By Law and for the purpose(s) for which it was Disclosed by Business Associate to such person, and that such person will notify Business Associate of any instances of which it is aware in which the confidentiality of the PHI has been breached. b. Appropriate Safeguards. Business Associate shall implement administrative, physical and technical safeguards that (i) reasonably and appropriately protect the confidentiality, integrity and availability of electronic PHI that it creates, receives, maintains or transmits on behalf of Covered Entity; and (ii) prevent the Use or Disclosure of PHI other than as contemplated by the Master Agreement and this Agreement. C. Compliance with Security Provisions. Business Associate shall: (i) implement and maintain administrative safeguards as required by 45 CFR § 164.308, physical safeguards as required by 45 CFR § 164.3 10 and technical safeguards as required by 45 CFR § 164.3 12; (ii) implement and document reasonable and appropriate policies and procedures as required by 45 CFR § 164.3 16; and (iii) be in compliance with all requirements of the HITECH Act related to security and applicable as if Business Associate were a "covered entity," as such term is defined in HIPAA. d. Compliance with Privacy Provisions. Business Associate shall only Use and Disclose PHI in compliance with each applicable requirement of 45 CFR § 164.504(e). Business Associate shall comply with all requirements of the HITECH Act related to privacy and applicable as if Business Associate were a "covered entity," as such term is defined in HIPAA. To the extent Business Associate is to carry out one or more of Covered Entity's obligation(s) under Subpart E of 45 CFR Part 164, Business Associate shall comply with the requirements of Subpart E that apply to Covered Entity in the performance of such obligation(s). e. Duty to Mitigate. Business Associate agrees to mitigate, to the extent practicable and mandated by law, any harmful effect that is known to Business Associate of a Use or Disclosure of PHI by Business Associate in violation of the requirements of this Agreement. f. Encryption. To facilitate Business Associate's compliance with this Agreement and to assure adequate data security, Covered Entity agrees that all PHI provided or transmitted to Business Associate pursuant to the Master Agreement shall he provided or transmitted in a manner which renders such PHI unusable, unreadable or indecipherable to unauthorized persons, through the use of a technology or methodology specified by the Secretary in the guidance issued under section 13402(h)(2) of the HITECH Act. Covered Entity acknowledges that failure to do so could contribute to or permit a Breach requiring patient notification under the HITECH Act and further agrees that Business Associate shall have no liability for any Breach caused by such failure. Page 2 of 8 Business Associate Agreement 16.D.1.e Packet Pg. 518 Attachment: 20-7814 RTRFinancialServices_Contract (27791 : Recommendation to Terminate Agreement No. 21-7854, “Vending Machine 3. Reporting. a. Security Incidents and/or Unauthorized Use or Disclosure. Business Associate shall report to Covered Entity a successful Security Incident or any Use and/or Disclosure of PHI other than as provided for by this Agreement or permitted by applicable law within a reasonable time of becoming aware of such Security Incident and/or unauthorized Use or Disclosure (but not later than five (5) days thereafter), in accordance with the notice provisions set forth herein. Business Associate shall take (i) prompt action to cure any such deficiencies as reasonably requested by Covered Entity, and (ii) any action pertaining to such Security Incident and/or unauthorized Use or Disclosure required by applicable federal and state laws and regulations. If such successful Security Incident or unauthorized Use or Disclosure results in a Breach as defined in the HITECH Act, then Covered Entity shall comply with the requirements of Section 3.b below. b. Breach of Unsecured PHI. The provisions of this Section 3.b are effective with respect to the Discovery of a Breach of Unsecured PHI occurring on or after September 23, 2009. With respect to any unauthorized acquisition, access, Use or Disclosure of Covered Entity's PHI by Business Associate, its agents or subcontractors, Business Associate shall (i) investigate such unauthorized acquisition, access, Use or Disclosure; (ii) determine whether such unauthorized acquisition, access, Use or Disclosure constitutes a reportable Breach under the HITECH Act; and (iii) document and retain its findings under clauses (i) and (ii). If Business Associate Discovers that a reportable Breach has occurred, Business Associate shall notify Covered Entity of such reportable Breach in writing within five (5) days of the date Business Associate Discovers such Breach. Business Associate shall be deemed to have discovered a Breach as of the first day that the Breach is either known to Business Associate or any of its employees, officers or agents, other than the person who committed the Breach, or by exercising reasonable diligence should have been known to Business Associate or any of its employees, officers or agents, other than the person who committed the Breach. To the extent the information is available to Business Associate, Business Associate's written notice shall include the information required by 45 CFR § 164.410(c). Business Associate shall promptly supplement the written report with additional information regarding the Breach as it obtains such information. Business Associate shall cooperate with Covered Entity in meeting Covered Entity's obligations under the HITECH Act with respect to such Breach. 4. Business Associate's Agents. To the extent that Business Associate uses one or more subcontractors or agents to provide services under Master Agreement, and such subcontractors or agents receive or have access to PHI, Business Associate shall sign an agreement with such subcontractors or agents containing substantially the same provisions as this Agreement. 5. Rights of Individuals. a. Access to PHI. Within ten (10) days of receipt of a request by Covered Entity, Business Associate shall make PHI maintained in a Designated Record Set available to Covered Entity or, as directed by Covered Entity, to an Individual to enable Covered Entity to fulfill its obligations under 45 CFR § 164.524. Subject to Section 5.b below, (i) in the event that any Individual requests access to PHI directly from Business Associate in connection with a routine billing inquiry, Business Associate shall directly respond to such request in compliance with 45 CFR § 164.524; and (ii) in the event such request appears to be for a purpose other than a routine billing inquiry, Business Associate shall forward a copy of such request to Covered Entity and shall fully cooperate with Covered Entity in responding to such request. In either case, a denial of access to requested PHI shall not be made without the prior written consent of Covered Entity. b. Access to Electronic Health Records. If Business Associate is deemed to use or maintain an Electronic Health Record on behalf of Covered Entity with respect to PHI, then, to the extent Page 3 of 8 Business Associate Agreement 16.D.1.e Packet Pg. 519 Attachment: 20-7814 RTRFinancialServices_Contract (27791 : Recommendation to Terminate Agreement No. 21-7854, “Vending Machine an Individual has the right to request a copy of the PHI maintained in such Electronic Health Record pursuant to 45 CFR § 164.524 and makes such a request to Business Associate, Business Associate shall provide such individual with a copy of the information contained in such Electronic Health Record in an electronic format and, if the Individual so chooses, transmit such copy directly to an entity or person designated by the Individual. Business Associate may charge a fee to the individual for providing a copy of such information, but such fee may not exceed Business Associate's labor costs in responding to the request for the copy. The provisions of 45 CFR § 164.524, including the exceptions to the requirement to provide a copy of PHI, shall otherwise apply and Business Associate shall comply therewith as if Business Associate were the "covered entity," as such term is defined in HIPAA. At Covered Entity's request, Business Associate shall provide Covered Entity with a copy of an Individual's PHI maintained in an Electronic Health Record in an electronic format and in a time and manner designated by Covered Entity in order for Covered Entity to comply with 45 CFR § 164.524, as amended by the HITECH Act. C. Amendment of PHI. Business Associate agrees to make any amendment(s) to PHI in a Designated Record Set that Covered Entity directs or agrees to pursuant to 45 CFR § 164.526 at the request of Covered Entity or an Individual, and in the time and manner designated by Covered Entity. d. Accounting Rights. This Section 5.d is subject to Section 5.e below. Business Associate shall make available to Covered Entity, in response to a request from an Individual, information required for an accounting of disclosures of PHI with respect to the Individual, in accordance with 45 CFR § 164.528, incorporating exceptions to such accounting designated under such regulation. Such accounting is limited to disclosures that were made in the six (6) years prior to the request and shall not include any disclosures that were made prior to the compliance date of the HIPAA Regulations. Business Associate shall provide such information as is necessary to provide an accounting within ten (10) days of Covered Entity's request. Such accounting must he provided without cost to the Individual or to Covered Entity if it is the first accounting requested by an Individual within any six (6) month period; however, a reasonable, cost -based fee may be charged for subsequent accountings during that period if Business Associate informs Covered Entity and Covered Entity informs the Individual in advance of the fee, the Individual is afforded an opportunity to withdraw or modify the request and charging such fee is not otherwise contrary to law. Such accounting obligations shall survive termination of this Agreement and shall continue as long as Business Associate maintains PHI. e. Accounting of Disclosures of Electronic Health Records. The provisions of this Section 5.e shall be effective on the date specified in the HITECH Act. If Business Associate is deemed to use or maintain an Electronic Health Record on behalf of Covered Entity, then, in addition to complying with the requirements set forth in Section 5.d above, Business Associate shall maintain an accounting of any Disclosures made through such Electronic Health Record for Treatment, Payment and Health Care Operations, as applicable. Such accounting shall comply with the requirements of the HITECH Act. Upon request by Covered Entity, Business Associate shall provide such accounting to Covered Entity in the time and manner specified by Covered Entity and in compliance with the HITECH Act. Alternatively, if Covered Entity responds to an Individual's request for an accounting of Disclosures made through an Electronic Health Record by providing the requesting Individual with a list of all business associates acting on behalf of Covered Entity, then Business Associate shall provide such accounting directly to the requesting Individual in the time and manner specified by the HITECH. Act. f. Agreement to Restrict Disclosure. If Covered Entity is required to comply with a restriction on the Disclosure of PHI pursuant to Section 13405 of the HITECH Act, then Covered Entity shall, to the extent necessary to comply with such restriction, provide written notice to Business Associate of the name of the Individual requesting the restriction and the PHI affected thereby. Business Associate shall, upon receipt of such notification, not Disclose the identified PHI to any health plan for the purposes of carrying out Payment or Health Care Operations, except as otherwise required by law. Covered Entity Page 4 of 8 Business Associate Agreement 16.D.1.e Packet Pg. 520 Attachment: 20-7814 RTRFinancialServices_Contract (27791 : Recommendation to Terminate Agreement No. 21-7854, “Vending Machine shall also notify Business Associate of any other restriction to the Use or Disclosure of PHI that Covered Entity has agreed to in accordance with 45 CFR § 164.522. 6. Remuneration and Marketine. a. Remuneration for PHI. This Section 6.a shall be effective with respect to exchanges of PHI occurring six (6) months after the date of the promulgation of final regulations implementing the provisions of Section 13405(d) of the HITECH Act. On and after such date, Business Associate agrees that it shall not, directly or indirectly, receive remuneration in exchange for any PHI of Covered Entity except as otherwise permitted by the HITECH Act. b. Limitations on Use of PHI for Marketing Purposes. Business Associate shall not Use or Disclose PHI for the purpose of making a communication about a product or service that encourages recipients of the communication to purchase or use the product or service, unless such communication: (I) complies with the requirements of subparagraph (i), (ii) or (iii) of paragraph (1) of the definition of marketing contained in 45 CFR § 164.501, and (2) complies with the requirements of subparagraphs (A), (B) or (C) of Section 13406(a)(2) of the HITECH Act, and implementing regulations or guidance that may be issued or amended from time to time. Covered Entity agrees to assist Business Associate in determining if the foregoing requirements are met with respect to any such marketing communication. 7. Governmental Access to Records. Business Associate shall make its internal practices, books and records relating to the Use and Disclosure of PHI available to the Secretary for purposes of determining Covered Entity's compliance with the HIPAA Regulations and the HITECH Act. Except to the extent prohibited by law, Business Associate agrees to notify Covered Entity of all requests served upon Business Associate for information or documentation by or on behalf of the Secretary. Business Associate shall provide to Covered Entity a copy of any PHI that Business Associate provides to the Secretary concurrently with providing such PHI to the Secretary. 8. Minimum Necessary. To the extent required by the HITECH Act, Business Associate shall limit its Use, Disclosure or request of PHI to the Limited Data Set or, if needed, to the minimum necessary to accomplish the intended Use, Disclosure or request, respectively. Effective on the date the Secretary issues guidance on what constitutes "minimum necessary" for purposes of the HIPAA Regulations, Business Associate shall limit its Use, Disclosure or request of PHI to only the minimum necessary as set forth in such guidance. 9. State Privacy Laws. Business Associate shall comply with state laws to extent that such state privacy laws are not preempted by HIPAA or the HITECH Act. 10. Termination. a. Breach by Business Associate. If Covered Entity knows of a pattern of activity or practice of Business Associate that constitutes a material breach or violation of Business Associate's obligations under this Agreement, then Covered Entity shall promptly notify Business Associate. With respect to such breach or violation, Business Associate shall take reasonable steps to cure such breach or end such violation, if possible. If such steps are either not possible or are unsuccessful, upon written notice to Business Associate, Covered Entity may terminate its relationship with Business Associate. b. Breach by Covered Entity. If Business Associate knows of a pattern of activity or practice of Covered Entity that constitutes a material breach or violation of Covered Entity's obligations under this Agreement, then Business Associate shall promptly notify Covered Entity. With respect to Page 5 of 8 Business Associate Agreement 16.D.1.e Packet Pg. 521 Attachment: 20-7814 RTRFinancialServices_Contract (27791 : Recommendation to Terminate Agreement No. 21-7854, “Vending Machine such breach or violation, Covered Entity shall take reasonable steps to cure such breach or end such violation, if possible. If such steps are either not possible or are unsuccessful, upon written notice to Covered Entity, Business Entity may terminate its relationship with Covered Entity. C. Automatic Termination. This Agreement will automatically terminate, without any further action by the parties hereto, at such time as there are no longer any Service Agreements by and between the parties hereto. d. Effect of Termination. Upon termination of this Agreement for any reason, Business Associate shall either return or destroy all PHI, as requested by Covered Entity, that Business Associate or its agents or subcontractors still maintain in any form and shall retain no copies of such PHI. If Covered Entity requests that Business Associate return PHI, such PHI shall be returned in a mutually agreed upon format and timeframe. If Business Associate reasonably determines that return or destruction is not feasible, Business Associate shall continue to extend the protections of this Agreement to such PHI, and limit further uses and disclosures of such PHI to those purposes that make the return or destruction of such PHI not feasible. If Business Associate is asked to destroy the PHI, Business Associate shall destroy PHI in a manner that renders the PHI unusable, unreadable or indecipherable to unauthorized persons as specified in the HITECH Act. 11. Amendment. The parties acknowledge that state and federal laws relating to data security and privacy are rapidly evolving and that amendment of this Agreement may be required to ensure compliance with such developments. The parties specifically agree to take such action as is necessary to implement any new or modified standards or requirements of HIPAA, the HIPAA Regulations, the HITECH Act and other applicable laws relating to the security or confidentiality of PHI. Upon the request of Covered Entity, Business Associate agrees to promptly enter into negotiation concerning the terms of an amendment to this Agreement incorporating any such changes. 12. No Third -Party Beneficiaries. Nothing express or implied in this Agreement is intended to confer, nor shall anything herein confer, upon any person other than Covered Entity, Business Associate and their respective successors or assigns, any rights, remedies, obligations or liabilities whatsoever. 13. Effect on Underlying Arrangement. In the event of any conflict between this Agreement and any underlying arrangement between Covered Entity and Business Associate, the terms of this Agreement shall control. 14. Survival. The provisions of this Agreement shall survive the termination or expiration of any underlying arrangement between Covered Entity and Business Associate. 15. Interpretation. This Agreement shall he interpreted as broadly as necessary to implement and comply with HIPAA, the HIPAA Regulations and the HITECH Act. The parties agree that any ambiguity in this Agreement shall be resolved in favor of a meaning that complies and is consistent with such laws. 16. Governing Law. This Agreement shall be construed in accordance with the laws of the State of Florida. 17. Notices. All notices required or permitted under this Agreement shall be in writing and sent to the other party as directed below or as otherwise directed by either party, from time to time, by written notice to the other. All such notices shall be deemed validly given upon receipt of such notice by certified mail, postage prepaid, facsimile transmission, e-mail or personal or courier delivery: Page 6 of 8 Business Associate Agreement 16.D.1.e Packet Pg. 522 Attachment: 20-7814 RTRFinancialServices_Contract (27791 : Recommendation to Terminate Agreement No. 21-7854, “Vending Machine If to Covered Entity: Collier County Government Center 3311 Tamiami Trail E. Naples, FL 34112 Attn: Jeff Walker, Risk Management Director Telephone no: 239- 252-8461 Facsimile no: 239- 252-8048 If to Business Associate: RTR Financial Services Inc. 2 Teleport Drive, Suite 302 Staten Island, NY 10311 Attn: Robert Reilly, President Telephone no: (718) 668-2881 Email: Rreilly avetrfs.com 18. Indemnification. The Business Associate shall indemnify and hold harmless Covered Entity and any of Covered Entity's affiliates, directors, officers, employees and agents from and against any claim, cause of action, liability, damage, cost or expense (including reasonable attorney's fees) arising out of or directly relating to any non -permitted disclosure of Protected Health Information or other breach of this Agreement by Business Associate or any affiliate, director, officer, employee, agent or subcontractor of Business Associate. 19. Miscellaneous. a. Severability. In the event that any provision of this Agreement is adjudged by any court of competent jurisdiction to be void or unenforceable, all remaining provisions hereof shall continue to be binding on the parties hereto with the same force and effect as though such void or unenforceable provision had been deleted. b. Waiver. No failure or delay in exercising any right, power or remedy hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or remedy hereunder preclude any other further exercise thereof or the exercise of any other right, power or remedy. The rights provided hereunder are cumulative and not exclusive of any rights provided by law. c. Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto relating to the subject matter hereof, and supercedes any prior or contemporaneous verbal or written agreements, communications and representations relating to the subject matter hereof. d. Counterparts, Facsimile. This agreement may be signed in two or more counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same instrument. A copy of this Agreement bearing a facsimile signature shall be deemed to be an original. Page 7 of 8 Business Associate Agreement 16.D.1.e Packet Pg. 523 Attachment: 20-7814 RTRFinancialServices_Contract (27791 : Recommendation to Terminate Agreement No. 21-7854, “Vending Machine IN WITNESS WHEREOF, the parties hereto have caused this Business Associate Agreement to be signed as of the date first set forth above. First Wit Signature Print Name: S and V ess• Signature 1±XhGA01L Print Name: As to F n and Legality: S h Assistant County Attorney t COVERED ENTITY: BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY, FLORIDA By: f lker, birector of Risk Management BUSINESS ASSOCIATE: RTR Financial Services Inc. 00/ By: Print Name: K () Oe r-4 T ke 11 I y Title: P r e s tJOY -A Page 8 of 8 Business Associate Agreement 16.D.1.e Packet Pg. 524 Attachment: 20-7814 RTRFinancialServices_Contract (27791 : Recommendation to Terminate Agreement No. 21-7854, “Vending Machine RTRFINA-01 PDIPAOLO ACORO CERTIFICATE OF LIABILITY INSURANCE DATE/ 4/21 DIYYYY) 021 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 have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Robert S. Danischewskl NAME: RPM Insurance Agency PHONE F 201 Edward Curry Ave (A/C, No, Ext): (718) 761-8900 622 (FAXVC, No):(718) 761-9010 Suite 201 E-MAIL rdanischewski@rpminsurance.com Staten Island, NY 10314 -- INSURED RTR Financial Services Inc. 2 Teleport Drive, Suite 302 Staten Island, NY 10311 E: velers Indemnity Company of America 125666 velers Indemnity Company 125658 rs Casualty Insurance Co of America 119046 Cf1VPRAr_GA C9zI7TIGICATF A111MRGR• 09:\/ICInIU IUIIMR1=I7• 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 TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXPLTRLIMITS A COMMERCIAL GENERAL LIABILITY CLAIMS -MADE X OCCUR x 680 6676B665 2/23/2020 2/23/2021 EACH OCCURRENCE 1,000,000 DAMAGE TO RENTED PR MI E Ea c urre ce 300, 000 MED EXP (Any oneperson) 5,000 PERSONAL & ADV INJURY 1,000, 000 GEN'L AGGREGATE LIMIT APPLIES PER: x POLICY 7 zn LOC OTHER: GENERAL AGGREGATE 2,000, 000 PRODUCTS-COMP/OPAGG 2,000,000 A AUTOMOBILE LIABILITY(Ea ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS AUTOS ONLY X AUON-S O'E 680 667613665 2/23/2020 2/23/2021 COMBINED SINGLE LIMIT accident) 1,000,000 BODILY INJURY Perperson) BODILYBODILY INJURY Per accident Pe%ccidentDAMAGE B X UMBRELLA LIAB EXCESSLIAe OCCUR CUP 61`747048 2/23/2020 2/23/2021 EACH OCCURRENCE 5,000,000 HCLAIMS-MADE AGGREGATE DED I X I RETENTION$ 10,000 5,000,000 C WORKERS COMPENSATION ANDEMPLOYERS'LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE Y OFFICER/ MEMBER EXCLUDED? Mandatory in NH) f yes, describe under DESCRIPTION OF OPERATIONS below N / A UB3K451391 2/23/2020 2/23/2021 X STRT T DR"- E.L. EACH ACCIDENT 1,000, 000 E.L. DISEASE - EA EMPLOYEE 1,000,000 E.L. DISEASE -POLICY LIMIT 1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Re: Any and all work performed on behalf of Collier County. Collier County Board of County Commisioners, or Board of County Commissioners in Collier County or Collier County Government or Collier County as additional insured on General Liability on a primary and non-contributory basis, in accordance with the terms, conditions and exclusions of the policy and written contract. Collier County Board of County Commissioners 3295 Tamiami Trail E. Naples, FL 34112 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD 16.D.1.e Packet Pg. 525 Attachment: 20-7814 RTRFinancialServices_Contract (27791 : Recommendation to Terminate Agreement No. 21-7854, “Vending Machine A CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DDIYYYY) O1/OS/2021 PRODUCER I THIS CERTIFICATION IS ISSUED AS A MATTER OF INFORMATION Integrity First Insurance, Inc. I ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE 70 Mansell Court Suite 275 HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Roswell, GA 30076 0: (770) 587-4595 F: (770) 587-2440 INSURED RTR Financial Services, Inc 2 Teleport Dr., Ste 302 Staten Island, NY 10311 COVERAGES INSURERS AFFORDING COVERAGE I NAIC # INSURER A: Crum & Forster Ins Co 44520 INSURER B: INSURER C: INSURER D: INSURER E: 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 CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAYBE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR ADD' INSR TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE DATE MMIDDIYY POLICY EXPIRATION DATE MM/DD LIMITS GENERAL LIABILITY EACH OCCURRENCE COMMERCIAL GENERAL LIABILITY DAMAGE TO RENTED PREMISES Eaoccurence CLAIMS MADE OCCUR MED EXP (Any one person) PERSONAL & ADV INJURY GENERALAGGREGATE PRODUCTS - COMP/OP AGGGEN'L AGGREGATE LIMIT APPLIES PER: II- R POLICY JE C LOC AUTOMOBILE LIABILITY ANY AUTO COMBINED SINGLE LIMIT Ea accident) BODILY INJURY Per person) ALL OWNED AUTOS SCHEDULED AUTOS BODILY INJURY Per accident) HIRED AUTOS NON -OWNED AUTOS PROPERTY DAMAGE Per accident) GARAGE LIABILITY AUTO ONLY - EA ACCIDENT OTHER THAN EA ACCANYAUTO AUTO ONLY: AGG EXCESSIUMBRELLA LIABILITY EACH OCCURRENCE OCCUR CLAIMS MADE AGGREGATE DEDUCTIBLE RETENTION $ TATU- OTH- WORKERS COMPENSATION AND TORWC Y LIMITS ER EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT E.L. DISEASE - EAOFFICER/MEMBER EXCLUDED? If yes, describe under SPECIAL PROVISIONS below E.L. DISEASE - POLICY LIMIT A OTHER Cyber 627-100995-6 11/17/2020 11/17/2021 5,000,000 Security&Privacy Liability DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT / SPECIAL PROVISIONS CERTIFICATE HULDLK I.AIVI.CLLA I IVIV Collier County Board of County Commissioners 3295 Tamiami Trail E. Naples, FL 34112 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE ACORD 25 y Clear All 16.D.1.e Packet Pg. 526 Attachment: 20-7814 RTRFinancialServices_Contract (27791 : Recommendation to Terminate Agreement No. 21-7854, “Vending Machine IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statment on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). 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). DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. ACORD 25 (2001/08) 16.D.1.e Packet Pg. 527 Attachment: 20-7814 RTRFinancialServices_Contract (27791 : Recommendation to Terminate Agreement No. 21-7854, “Vending Machine Ac:"RCERTIFICATE OF LIABILITY INSURANCE I DATE( MMIDDIYYYY) ovos/ 2o21 PRODUCER I THIS CERTIFICATION IS ISSUED AS A MATTER OF INFORMATION Integrity First Insurance, Inc. I ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR 70 Mansell Court Suite 275 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Roswell, GA 30076 0: ( 770) 587-4595 F: (770) 587-2440 INSURED RTR Financial Services, Inc 2 Teleport Dr., Ste 302 Staten Island, NY 10311 COVERAGES INSURERS AFFORDING COVERAGE INSURER A: RLI INSURER B: INSURER C: INSURER D: INSURER E: NAIC # 13056 THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMEDABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECTTO WHICH THIS CERTIFICATE MAYBE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BYTHE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR ADD' INSR TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE DATE MM/DD POLICY EXPIRATION DATE MM/DD/YY) LIMITS GENERAL LIABILITY EACH OCCURRENCE COMMERCIAL GENERAL LIABILITY AMA O N TED PREMISES Ea occurence CLAIMS MADE OCCUR MED EXP (Any one person) PERSONAL & ADV INJURY GENERALAGGREGATE PRODUCTS - COMP/OP AGG GEN'L AGGREGATE LIMIT APPLIES PER: POLICY ECT LOC AUTOMOBILE LIABILITY ANY AUTO COMBINED SINGLE LIMIT Ea accident) BODILY INJURY Per person) ALL OWNED AUTOS SCHEDULED AUTOS BODILY INJURY Per accident) HIRED AUTOS NON - OWNED AUTOS PROPERTY DAMAGE Per accident) GARAGE LIABILITY AUTO ONLY - EA ACCIDENT OTHER THAN EA ACC ANYAUTOAUTO ONLY: AGG EXCESSIUMBRELLA LIABILITY EACH OCCURRENCE OCCUR CLAIMS MADE AGGREGATE DEDUCTIBLE RETENTION $ W TATU- TH- WORKERS COMPENSATION AND TORY LIMITS ER EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE E. L. EACH ACCIDENT E. L. DISEASE - EA OFFICER/MEMBER EXCLUDED? If yes, describe under SPECIAL PROVISIONS below E.L. DISEASE - POLICY LIMIT 1 $ A OTHER Collections Prof Liability EPG0014681 02/ 24/2020 02/24/2021 1, 000,000 per claim/$3,000,000 aggregate pDESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES / EXCLUSIONS ADDED BY ENDORSEMENT I SPECIAL PROVISIONS L: tK I II-IL:A I t HULUtK 11ANry +CLLH I IUIY Collier County Board of County Commissioners 3295 Tamiami Trail E. Naples, FL 34112 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYSWRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL IMPOSE NO OBUGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE • _ .-. ORD 25 (2001/08) ACORD CORPORATION 1988 Clear All 16.D.1.e Packet Pg. 528 Attachment: 20-7814 RTRFinancialServices_Contract (27791 : Recommendation to Terminate Agreement No. 21-7854, “Vending Machine IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statment on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). 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). DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. 16.D.1.e Packet Pg. 529 Attachment: 20-7814 RTRFinancialServices_Contract (27791 : Recommendation to Terminate Agreement No. 21-7854, “Vending Machine