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Backup Documents 02/27/2024 Item #16F 1 ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP 1 6 F 1 TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO RECEIVED THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE FEB 2 7 2024 Print on pink paper. Attach to original document. The completed routing slip and original documents are to be forwarded to the County Attorney Office at the time the item is placed on the agenda. All completed routing slips and original documents must be received in the County Attorney Office no later than Monday preceding the Board meeting. Risk Management **NEW** ROUTING SLIP Complete routing lines#1 through#2 as appropriate for additional signatures,dates,and/or information needed. If the document is already complete with the exception of the Chairman's signature,draw a line through routing lines#1 through#2,complete the checklist,and forward to the County Attorney Office. Route to Addressee(s) (List in routing order) Office Initia Date 1. Risk Risk Management 197.-^2:4-gin y 2. County Attorney Office County Attorney Office JA 242? 4. BCC Office Board of County Commissioners S1 2f2' 4. Minutes and Records Clerk of Court's OfficeOil 11 a"/ Mg' 5. Procurement Services Procurement Services PRIMARY CONTACT INFORMATION Normally the primary contact is the person who created/prepared the Executive Summary. Primary contact information is needed in the event one of the addressees above,may need to contact staff for additional or missing information. Name of Primary Staff Osmanis Nieves Borjas/Procurement Contact Information 239-252-2220 Contact/Depat lment Agenda Date Item was February 27, 2024 Agenda Item Number 16.F.1 Approved by the BCC Type of Document Agreement Number of Original 1 Attached Documents Attached PO number or account N/A 123-81771 Palmdale Oil number if document is Palmdale Oil Company,LLC to be recorded Company, LLC INSTRUCTIONS & CHECKLIST Initial the Yes column or mark"N/A"in the Not Applicable column,whichever is Yes N/A(Not appropriate. (Initial) Applicable) 1. Does the document require the chairman's original signature STAMP OK N/A 2. Does the document need to be sent to another agency for additional signatures? If yes, N/A provide the Contact Information(Name;Agency;Address;Phone)on an attached sheet. 3. Original document has been signed/initialed for legal sufficiency. (All documents to be ONB signed by the Chairman,with the exception of most letters,must be reviewed and signed by the Office of the County Attorney. 4. All handwritten strike-through and revisions have been initialed by the County Attorney's N/A Office and all other parties except the BCC Chairman and the Clerk to the Board 5. The Chairman's signature line date has been entered as the date of BCC approval of the ONB document or the final negotiated contract date whichever is applicable. 6. "Sign here"tabs are placed on the appropriate pages indicating where the Chairman's ONB signature and initials are required. 7. In most cases(some contracts are an exception),the original document and this routing slip N/A should be provided to the County Attorney Office at the time the item is input into SIRE. Some documents are time sensitive and require forwarding to Tallahassee within a certain time frame or the BCC's actions are nullified. Be aware of your deadlines! 8. The document was approved by the BCC on February 27,2024,and all changes made N/A is not during the meeting have been incorporated in the attached document. The County o L an option for Attorney's Office has reviewed the changes,if applicable. /'+� this line. 9. Initials of attorney verifying that the attached document is the version approved by the N/A is not BCC,all changes directed by the BCC have been made,and the document is ready for the �� an option for Chairman's signature. this line. 1 6F 1 FIXED TERM SERVICE AGREEMENT # 23-8177 for Gas and Diesel Fuel Multi-Agency Cooperative Purchase t� THIS AGREEMENT, made and entered into on this a' day of ebi .)cm/ 20 23 , by and between Palmdale Oil Company, LLC authorized to do business in the State of Florida, whose business address is 911 North Second Street, Fort Pierce, FL 34950 , (the "Contractor") and Collier County, a political subdivision of the State of Florida, (the "County"): WITNESSETH: 1. AGREEMENT TERM. The Agreement shall be for a three ( 3 ) year period, commencing ; or ■ on April 6, 2024 and terminating on three ( 3 ) year(s) from that date or until all outstanding Purchase Order(s) issued prior to the expiration of the Agreement period have been completed or terminated. The County may, at its discretion and with the consent of the Contractor, renew the Agreement under all of the terms and conditions contained in this Agreement for two ( 2 ) additional one ( 1 ) year(s) periods. The County shall give the Contractor written notice of the County's intention to renew the Agreement term prior to the end of the Agreement term then in effect. The County Manager, or his designee, may, at his discretion, extend the Agreement under all of the terms and conditions contained in this Agreement for up to one hundred and eighty (180) days. The County Manager, or his designee, shall give the Contractor written notice of the County's intention to extend the Agreement term prior to the end of the Agreement term then in effect. 2. COMMENCEMENT OF SERVICES. The Contractor shall commence the work upon issuance of a ❑■ Purchase Order ❑ N 3. STATEMENT OF WORK. The Contractor shall provide services in accordance with the terms and conditions of Rcqucst for Proposal (RFP) Invitation to Bid (ITB) ■ Other Invitation to Negotiate ( ITN ) # 23-8177 , including all Attachment(s), Exhibit(s) and Addenda and the Contractor's proposal referred to herein and made an integral part of this Agreement. I■] The Contractor shall also provide services in accordance with Exhibit A — Scope of Services attached hereto. Page 1 of 17 Fixed Term Service Agreement Gp,O [2023_ver.2] 1 6 F 3.1 This Agreement contains the entire understanding between the parties and any modifications to this Agreement shall be mutually agreed upon in writing by the Parties, in compliance with the County's Procurement Ordinance, as amended, and Procurement Procedures in effect at the time such services are authorized. 4. THE AGREEMENT SUM. The County shall pay the Contractor for the performance of this Agreement based on Exhibit B- Fee Schedule, attached hereto and the price methodology as defined in Section 4.1. Payment will be made upon receipt of a proper invoice and upon approval by the County's Contract Administrative Agent/Project Manager, and in compliance with Chapter 218, Fla. Stats., otherwise known as the "Local Government Prompt Payment Act". 4.1 Price Methodology (as selected below): transferred from the County to the contractor; and, as a business practice there are n8 catisfact+ is authorized. ■j Time and Materials: The County agrees to pay the contractor for the amount of labor time spent by the contractor's employees and subcontractors to perform the work (number of hours times hourly rate), and for materials and equipment used in the project (cost of materials plus the contractor's markup). This methodology is generally used in projects in which it is not possible to accurately estimate the size of the project, or when it is expected that the project requirements would most likely change. As a general business practice, these contracts include back-up documentation of costs; invoices would include number of hours worked and billing rate by position (and not company (or subcontractor) timekeeping or payroll records), material or equipment invoices, and other reimbursable documentation for the project. 10 Unit Price: The County agrees to pay a firm total fixed price (inclusive of all costs, including labor, materials, equipment, overhead, etc.) for a repetitive product or service delivered (i.e. installation price per ton, delivery price per package or carton, etc.). The invoice must identify the unit price and the number of units received (no contractor inventory or cost verification). 4.2 Any County agency may obtain services under this Agreement, provided sufficient funds are included in their budget(s). 4.3 Payments will be made for services furnished, delivered, and accepted, upon receipt and approval of invoices submitted on the date of services or within six (6) months after completion of the Agreement. Any untimely submission of invoices beyond the specified deadline period is subject to non-payment under the legal doctrine of "laches" as untimely submitted. Time shall be deemed of the essence with respect to the timely submission of invoices under this Agreement. Page 2of17 Fixed Term Service Agreement O [2023_ver.2] CAP 16F1 4.4 The County, or any duly authorized agents or representatives of the County, shall have the right to conduct an audit of Contractor's books and records to verify the accuracy of the Contractor's claim with respect to Contractor's costs associated with any Payment Application, Change Order, or Work Directive Change. 4-� ❑ (check lice le\c) Travel—a'rnd-Reimbursable Expen es4 Travel and expenses shall be reimbursed as per Section 112.061 Fla. Stats. • Mileage $0.44.5 per mile Breakfast $0790 $-11.00 DiffneF $19.00 Airfare Actual ticket cost limited to tourist or coach class fare Rental car Actual rental cost limited to compact or standard size uelieles hedging cap of no more than $150.00 per night Parking Actual cost of parking • Tax - e Reimbursable items other than travel expenses shall be limited to the following: telephone long distance charges, fax charges, photocopying charges and postage. Reimbursable items will be paid only after Contractor has provided all receipts. Contractor shall be undertaken pursuant to this Agreement. 5. SALES TAX. Contractor shall pay all sales, consumer, use and other similar taxes associated with the Work or portions thereof, which are applicable during the performance of the Work. Collier County, Florida as a political subdivision of the State of Florida, is exempt from the payment of Florida sales tax to its vendors under Chapter 212, Florida Statutes, Certificate of Exemption # 85-8015966531 C. 6. NOTICES. All notices from the County to the Contractor shall be deemed duly served if mailed or emailed to the Contractor at the following: Company Name: Palmdale Oil Company, LLC Address: 2958 Fowler Street Ft. Myers, FL 33901 Authorized Agent: Lachlan Cheatham, President Attention Name & Title: Tabatha Swihart, Terminal Manager Telephone: (772) 461-2300/ (239) 226-4080 E-Mail(s): Lach@palmdaleoil.com / Tswihart@palmdaleoil.com Page3of17 CR Fixed Term Service Agreement [2023_ver.2] 16F1 All Notices from the Contractor to the County shall be deemed duly served if mailed or emailed to the County to: Board of County Commissioners for Collier County, Florida Division Name: John King Division Director: Fleet Management Division Address: 2901 County Barn Road Naples, Florida 34112 Administrative Agent/PM: Mario Menendez, Manager Telephone: (239) 252-4170 E-Mail(s): Mario.Menendez@colliercountyfl.gov The Contractor and the County may change the above mailing address at any time upon giving the other party written notification. All notices under this Agreement must be in writing. 7. NO PARTNERSHIP. Nothing herein contained shall create or be construed as creating a partnership between the County and the Contractor or to constitute the Contractor as an agent of the County. 8. PERMITS: LICENSES: TAXES. In compliance with Section 218.80, F.S., all permits necessary for the prosecution of the Work shall be obtained by the Contractor. The County will not be obligated to pay for any permits obtained by Subcontractors. Payment for all such permits issued by the County shall be processed internally by the County. All non-County permits necessary for the prosecution of the Work shall be procured and paid for by the Contractor. The Contractor shall also be solely responsible for payment of any and all taxes levied on the Contractor. In addition, the Contractor shall comply with all rules, regulations and laws of Collier County, the State of Florida, or the U. S. Government now in force or hereafter adopted. The Contractor agrees to comply with all laws governing the responsibility of an employer with respect to persons employed by the Contractor. 9. NO IMPROPER USE. The Contractor will not use, nor suffer or permit any person to use in any manner whatsoever, County facilities for any improper, immoral or offensive purpose, or for any purpose in violation of any federal, state, county or municipal ordinance, rule, order or regulation, or of any governmental rule or regulation now in effect or hereafter enacted or adopted. In the event of such violation by the Contractor or if the County or its authorized representative shall deem any conduct on the part of the Contractor to be objectionable or improper, the County shall have the right to suspend the Agreement of the Contractor. Should the Contractor fail to correct any such violation, conduct, or practice to the satisfaction of the County within twenty-four (24) hours after receiving notice of such violation, conduct, or practice, such suspension to continue until the violation is cured. The Contractor further agrees not to commence operation during Page 4 of 17 Fixed Term Service Agreement GPI [2023_ver.2] 1 6F 1 the suspension period until the violation has been corrected to the satisfaction of the County. 10. TERMINATION. Should the Contractor be found to have failed to perform his services in a manner satisfactory to the County as per this Agreement, the County may terminate said Agreement for cause; further the County may terminate this Agreement for convenience with a thirty (30) day written notice. The County shall be sole judge of the non-performance. In the event that the County terminates this Agreement, Contractor's recovery against the County shall be limited to that portion of the Agreement Amount earned through the date of termination. The Contractor shall not be entitled to any other or further recovery against the County, including, but not limited to, any damages or any anticipated profit on portions of the services not performed. 11. NO DISCRIMINATION. The Contractor agrees that there shall be no discrimination as to race, sex, color, creed or national origin or any other class protected by federal or Florida law. 12. INSURANCE. The Contractor shall provide insurance as follows: A. • Commercial General Liability: Coverage shall have minimum limits of $ 1,000,000 Per Occurrence, $ 2,000,000 aggregate for Bodily Injury Liability and Property Damage Liability. The General Aggregate Limit shall be endorsed to apply per project. This shall include Premises and Operations; Independent Contractors; Products and Completed Operations and Contractual Liability. B. • Business Auto Liability: Coverage shall have minimum limits of$ 1,000,000 Per Occurrence, Combined Single Limit for Bodily Injury Liability and Property Damage Liability. This shall include: Owned Vehicles, Hired and Non-Owned Vehicles and Employee Non-Ownership. C. • 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. D. D -actor Agreemcnt. Contractor waives its right of rccovcry against County as to any claims undcr E, Per Page5of17 Fixed Term Service Agreement C [2023_ver.2] 1 6 F 1 F. n Pollution : Coverage shall have minimum limits of$ 1,000,000 per Occurrence. G. 11 Excess Ins./Umbrella : Coverage shall have minimum limits of$ 3,000,000 per claim & in the aggregate. H I I •average shall have minimum limits of$ per claim/Occurrence. Special Requirements: Collier County Board of County Commissioners, OR, Board of County Commissioners in Collier County, OR, Collier County Government shall be listed as the Certificate Holder and included as an "Additional Insured" on the Insurance Certificate for Commercial General Liability where required. This insurance shall be primary and non-contributory with respect to any other insurance maintained by, or available for the benefit of, the Additional Insured and the Contractor's policy shall be endorsed accordingly. Current, valid insurance policies meeting the requirement herein identified shall be maintained by Contractor during the duration of this Agreement. The Contractor shall provide County with certificates of insurance meeting the required insurance provisions. Renewal certificates shall be sent to the County thirty (30) days prior to any expiration date. Coverage afforded under the policies will not be canceled or allowed to expire until the greater of: thirty (30) days prior written notice, or in accordance with policy provisions. Contractor shall also notify County, in a like manner, within twenty-four (24) hours after receipt, of any notices of expiration, cancellation, non-renewal or material change in coverage or limits received by Contractor from its insurer, and nothing contained herein shall relieve Contractor of this requirement to provide notice. Contractor shall ensure that all subcontractors comply with the same insurance requirements that the Contractor is required to meet. 13. INDEMNIFICATION. To the maximum extent permitted by Florida law, the Contractor shall defend, indemnify and hold harmless Collier County, its officers and employees from any and all liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys' fees and paralegals' fees, whether resulting from any claimed breach of this Agreement by Contractor, any statutory or regulatory violations, or from personal injury, property damage, direct or consequential damages, or economic loss, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the Contractor or anyone employed or utilized by the Contractor in the performance of this Agreement. This indemnification obligation shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may be available to an indemnified party or person described in this paragraph. This section does not pertain to any incident arising from the sole negligence of Collier County. Page 6 of 17 Fixed Term Service Agreement 911 [2023_ver.2] 16F1 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 Fleet Management Division 15. CONFLICT OF INTEREST. Contractor represents that it presently has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of services required hereunder. Contractor further represents that no persons having any such interest shall be employed to perform those services. 16. COMPONENT PARTS OF THIS AGREEMENT. This Agreement consists of the following component parts, all of which are as fully a part of the Agreement as if herein set out verbatim: Contractor's Proposal, Insurance Certificate(s), • Exhibit A Scope of Services, Exhibit B Fee Schedule, RFP/ 4-TB/■ Other Invitation to Negotiate (ITN) #23-8177 , including Exhibits, Attachments and Addenda/Addendum, subsequent and ■ Other Exhibit/Attachment: Federal Contract Provisions and Assurances 17. APPLICABILITY. Sections corresponding to any checked box ( ■ ) expressly apply to the terms of this Agreement. 18. SUBJECT TO APPROPRIATION. It is further understood and agreed by and between the parties herein that this Agreement is subject to appropriation by the Board of County Commissioners. 19. PROHIBITION OF GIFTS TO COUNTY EMPLOYEES. No organization or individual shall offer or give, either directly or indirectly, any favor, gift, loan, fee, service or other item of value to any County employee, as set forth in Chapter 112, Part III, Florida Statutes, Collier County Ethics Ordinance No. 2004-05, as amended, and County Administrative Procedure 5311. Violation of this provision may result in one or more of the following consequences: a. Prohibition by the individual, firm, and/or any employee of the firm from contact with County staff for a specified period of time; b. Prohibition by the individual and/or firm from doing business with the County for a specified period of time, including but not limited to: submitting bids, RFP, and/or quotes; and, c. immediate termination of any Agreement held by the individual and/or firm for cause. 20. COMPLIANCE WITH LAWS. By executing and entering into this Agreement, the Contractor is formally acknowledging without exception or stipulation that it agrees to comply, at its own expense, with all federal, state and local laws, codes, statutes, ordinances, rules, regulations and requirements applicable to this Agreement, including but not limited to those dealing with the Immigration Reform and Control Act of 1986 as Page 7 of 17 Fixed Term Service Agreement R [2023_ver.2] U 1 6F 1 located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either may be amended, as well as the requirements set forth in Florida Statute, §448.095; taxation, workers' compensation, equal employment and safety including, but not limited to, the Trench Safety Act, Chapter 553, Florida Statutes, and the Florida Public Records Law Chapter 119, if applicable, including specifically those contractual requirements at F.S. § 119.0701(2)(a)-(b) as stated as follows: IT IS THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, IT SHOULD CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: Division of Communications, Government and Public Affairs 3299 Tamiami Trail East, Suite 102 Naples, FL 34112-5746 Telephone: (239) 252-8999 Email: biic or d e u t ,colli rcou tyfl.M o The Contractor must specifically comply with the Florida Public Records Law to: 1. Keep and maintain public records required by the public agency to perform the service. 2. Upon request from the public agency's custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. 3. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the Contractor does not transfer the records to the public agency. 4. Upon completion of the contract, transfer, at no cost, to the public agency all public records in possession of the Contractor or keep and maintain public records required by the public agency to perform the service. If the Contractor transfers all public records to the public agency upon completion of the contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the contract, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the public agency, upon request from the public agency's custodian of public records, in a format that is compatible with the information technology systems of the public agency. If Contractor observes that the Contract Documents are at variance therewith, it shall promptly notify the County in writing. Failure by the Contractor to comply with the laws Page8of17 0 Fixed Term Service Agreement 6-0 [2023_ver.2] 16F1 referenced herein shall constitute a breach of this Agreement and the County shall have the discretion to unilaterally terminate this Agreement immediately. 21. OFFER EXTENDED TO OTHER GOVERNMENTAL ENTITIES. Collier County encourages and agrees to the successful Contractor extending the pricing, terms and conditions of this solicitation or resultant Agreement to other governmental entities at the discretion of the successful Contractor. 22. PAYMENTS WITHHELD. The County may decline to approve any application for payment, or portions thereof, because of defective or incomplete work, subsequently discovered evidence or subsequent inspections. The County may nullify the whole or any part of any approval for payment previously issued and the County may withhold any payments otherwise due to Contractor under this Agreement or any other Agreement between the County and Contractor, to such extent as may be necessary in the County's opinion to protect it from loss because of: (a) defective Work not remedied; (b) third party claims failed or reasonable evidence indicating probable fling of such claims; (c) failure of Contractor to make payment properly to subcontractors or for labor, materials or equipment; (d) reasonable doubt that the Work can be completed for the unpaid balance of the Contract Amount; (e) reasonable indication that the Work will not be completed within the Contract Time; (f) unsatisfactory prosecution of the Work by the Contractor; or (g) any other material breach of the Contract Documents. If any conditions described above are not remedied or removed, the County may, after three (3) days written notice, rectify the same at Contractor's expense. The County also may offset against any sums due Contractor the amount of any liquidated or unliquidated obligations of Contractor to the County, whether relating to or arising out of this Agreement or any other Agreement between Contractor and the County. If a subcontractor is a related entity to the Contractor, then the Contractor shall not mark- up the subcontractor's fees. A related entity shall be defined as any Parent or Subsidiary of the Company and any business, corporation, partnership, limited liability company or other entity in which the Company or Parent or a Subsidiary of the Company holds any ownership interest, directly or indirectly. 23. roject site c an at all times of debris, materials, and shall leave the Project site clean. 24. STANDARDS OF CONDUCT: PROJECT MANAGER, SUPERVISOR, EMPLOYEES. The Contractor shall employ people to work on County projects who are neat, clean, well-groomed and courteous. Subject to the American with Disabilities Act, Contractor shall supply competent employees who are physically capable of performing their employment duties. The County may require the Contractor to remove an employee it deems careless, incompetent, insubordinate or otherwise objectionable and whose continued employment on Collier County projects is not in the best interest of the County. Page 9 of 17 0 Fixed Term Service Agreement U [2023_ver.2] 16F1 25. II Contractor expressly warrants that the goods, materials and will be of satisfactory material and quality production free fr„m defect and su ffic, _,f shall be provided in accordance with generally accepted professional standards for the Documents- conformance with the Contract Documents, Contractor shall correct it promptly after of such replacement or repair. 26. ❑ requires any portion of the Work to be specifically inspected, tested or approved, 27. A. Contractor shall fully protect the Work from loss or damage and shall bear the cost of any such loss or damage until-final-payment has been made. If Contractor or anyone for whom Contractor is legally liable is responsible for any loss or damage ls�e ety- = contractors, Contractor shall be charged with the same, and any monies necessary C. Contractor shall not disturb any benchmark established by the County with respect immediately notify the County. The County shall rc establish the benchmarks and Page 10 of 17 O Fixed Term Service Agreement U [2023_ver.2] 1 6F 1 28. SUBMITTALS AND SUBSTITUTIONS. Any substitution of products/materials from specifications shall be approved in writing by the County in advance. 29. CHANGES IN THE WORK. The County shall have the right at any time during the progress of the Work to increase or decrease the Work. Promptly after being notified of a change, Contractor shall submit an estimate of any cost or time increases or savings it foresees as a result of the change. Except in an emergency endangering life or property, or as expressly set forth herein, no addition or changes to the Work shall be made except upon modification of the Purchase Order by the County, and the County shall not be liable to the Contractor for any increased compensation without such modification. No officer, employee or agent of the County is authorized to direct any extra or changed work orally. Any modifications to this Agreement shall be in compliance with the County Procurement Ordinance and Procedures in effect at the time such modifications are authorized. 30. AGREEMENT TERMS. If any portion of this Agreement is held to be void, invalid, or otherwise unenforceable, in whole or in part, the remaining portion of this Agreement shall remain in effect. 31. ADDITIONAL ITEMS/SERVICES. Additional items and/or services may be added to this Agreement in compliance with the Procurement Ordinance, as amended, and Procurement Procedures. 32. DISPUTE RESOLUTION. Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the parties, the parties shall make a good faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by representatives of Contractor with full decision-making authority and by County's staff person who would make the presentation of any settlement reached during negotiations to County for approval. Failing resolution, and prior to the commencement of depositions in any litigation between the parties arising out of this Agreement, the parties shall attempt to resolve the dispute through Mediation before an agreed-upon Circuit Court Mediator certified by the State of Florida. The mediation shall be attended by representatives of Contractor with full decision-making authority and by County's staff person who would make the presentation of any settlement reached at mediation to County's board for approval. Should either party fail to submit to mediation as required hereunder, the other party may obtain a court order requiring mediation under section 44.102, Fla. Stat. 33. VENUE. Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. 34. ctor shall assign Page 11 of 17 0 Fixed Term Service Agreement 0 [2023_ver.2] 1 6 F 1 assigned shall be available for an amount of time adequate to meet the required service t change met: (1) Proposed replacements have substantially the same or seven (7) days of the change. The County retains final approval of proposed replacement personnel. • AGREEMENT STAFFING. The Contractor's personnel and management to be utilized for this Agreement shall be knowledgeable in their areas of expertise. The County reserves the right to perform investigations as may be deemed necessary to ensure that competent persons will be utilized in the performance of the Agreement. The Contractor shall assign as many people as necessary to complete required services on a timely basis, and each person assigned shall be available for an amount of time adequate to meet required services. 35. of any of the Contract Documents, tle-t�,mot and/or the County's Board approved Executive Summary, the Contract Documents shall ���to nrnnr�r� ■ ORDER OF PRECEDENCE (Grant Funded). In the event of any conflict between or among the terms of any of the Contract Documents and/or the County's Board approved Executive Summary, the terms of the Agreement shall take precedence over the terms of all other Contract Documents, except the terms of any Supplemental Conditions shall take precedence over the Agreement. To the extent any conflict in the terms of the Contract Documents cannot be resolved by application of the Supplemental Conditions, if any, or the Agreement, the conflict shall be resolved by imposing the more strict or costly obligation under the Contract Documents upon the Contractor at County's discretion. 36. ASSIGNMENT. Contractor shall not assign this Agreement or any part thereof, without the prior consent in writing of the County. Any attempt to assign or otherwise transfer this Agreement, or any part herein, without the County's consent, shall be void. If Contractor does, with approval, assign this Agreement or any part thereof, it shall require that its assignee be bound to it and to assume toward Contractor all of the obligations and responsibilities that Contractor has assumed toward the County. 37. SECURITY. The Contractor is required to comply with County Ordinance 2004-52, as amended. Background checks are valid for five (5) years and the Contractor shall be responsible for all associated costs. If required, Contractor shall be responsible for the costs of providing background checks by the Collier County Facilities Management Division for all employees that shall provide services to the County under this Agreement. This may include, but not be limited to, checking federal, state and local law enforcement records, including a state and FBI fingerprint check, credit reports, education, residence and employment verifications and other related records. Contractor shall be required to maintain records on each employee and make them available to the County for at least Page 12 of 17 Fixed Term Service Agreement p [2023_ver.2] UT 16F1 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-F OPSCa colliercountyfl. ov) whenever an employee assigned to Collier County separates from their employment. This notification is critical to ensure the continued security of Collier County facilities and systems. Failure to notify within four (4) hours of separation may result in a deduction of $500 per incident. Collier County Sheriff's Office (CCSO) requires separate fingerprinting prior to work being performed in any of their locations. This will be coordinated upon award of the contract. If there are additional fees for this process, the Contractor is responsible for all costs. 38. ■ SAFETY. All Contractors and subcontractors performing service for Collier County are required and shall comply with all Occupational Safety and Health Administration (OSHA), State and County Safety and Occupational Health Standards and any other applicable rules and regulations. Also, all Contractors and subcontractors shall be responsible for the safety of their employees and any unsafe acts or conditions that may cause injury or damage to any persons or property within and around the work site. Collier County Government has authorized the Occupational Safety and Health Administration (OSHA) to enter any Collier County Facility, property and/or right-of-way for the purpose of inspection of any Contractor's work operations. This provision is non- negotiable by any division/department and/or Contractor. All applicable OSHA inspection criteria apply as well as all Contractor rights, with one exception. Contractors do not have the right to refuse to allow OSHA onto a project that is being performed on Collier County Property. Collier County, as the owner of the property where the project is taking place shall be the only entity allowed to refuse access to the project. However, this decision shall only be made by Collier County's Risk Management Division Safety Manager and/or Safety Engineer. (Intentionally left blank-signature page to follow) Page 13 of 17 Fixed Term Service Agreement 47 [2023_ver.2] 1 6 F 1 IN WITNESS WHEREOF, the parties hereto, by an authorized person or agent, have executed this Agreement on the date and year first written above. ATTEST: BOARD OF COUNTY COMMISSIONERS Crystal K. Kinzel, Clerk of the Circuit COLLIER COUNTY, FLORIDA Court and Cornptrolle gi e A By e• • r AL By: i, gaik : :,'&. / .s, • I via° Chr ..i all , Chairman Dated: (SEAL) A est'as'to Chairman's ..signa*e only Palmdale Oil Company, LLC Contractor's Witnesses: Contractor By: fa c te/C_• - ' ontractor's First ness Signlurett e,4e4 /42 ,9Gk At te•-1,57141- 5 7-1‘1/‘ 2ee / 'Type/print signature and title tType/print witness nameT cetki?.kikik Cc - --" Contractor's Second Witness ') )5Z CZ e 1 r- -` AType/print witness name Approveo a toE6rm and Legality: t--- `1'Co otLty 4i ton —1 WeooMy om, Print Ni Page 14 of 17 Fixed Term Service Agreement [2023_ver.2] 16F1 Exhibit A Scope of Services n following this page (containing 7 pages) f] this exhibit is not applicable Page 15 of 17 O fr Fixed Term Service Agreement -" [2023_ver.2] 1 6 F 1 Invitation to Negotiate (ITN) #23-8177 "Gas and Diesel Fuel Multi-Agency Cooperative Purchase" EXIHBIT A SCOPE OF SERVICES DETAILED SCOPE OF WORK This detailed scope of work is intended to provide information so that the Contractor may understand the requirements of the County relative to the furnishing and delivering of unleaded gasoline and diesel fuel on an as-needed basis to government agencies and locations throughout Collier County, Lee County, and Charlotte County. In rare instances a standby driver with fuel may be requested at a per hour rate as established in Exhibit B Fee Schedule of this Agreement. Some deliveries may require fuel additives. Other fuel products may be added as needed. The quantities listed herein are approximate and the County Agencies reserve the right to increase or decrease the quantities as needed. PROJECTED ANNUAL REQUIREMENTS: SECTION 1: COLLIER COUNTY The quantities listed below are approximate. The County reserves the right to order such quantities as may be required during the contract period, but no guarantee is made as to any minimum or maximum amounts. Product Specifications Estimated Annual Usage (Gallons) Unleaded Gasoline Regular 87 AKI 758,000 Ethanol Free Unleaded Gasoline REC 90 35,000 All gasoline shall be volatile hydrocarbon fuel, free from water and suspended matter, and suitable for use as a fuel in internal combustion engines, must meet or exceed State of Florida specifications. Gasohol or alcohol additives must not exceed 10% by volume. All unleaded gasoline must have a minimum of a "maintenance" detergent dose of injector cleaning additive. Product Estimated Annual Usage (Gallons) #2 Off-Road Diesel Fuel 800,000 #2 On-Road Ultra Low Sulfur Diesel 70,000 The No. 2 diesel fuel must be suitable for use in diesel engines and free from water, foreign matter and must meet or exceed State and Federal specifications. Ultra-Low Sulfur Diesel must have a sulfur content of 15PPM or less and meet all Federal standards for use in mandated diesel engine low emission systems. No. 2 diesel shall have a cetane rating of 42 or higher based on standard industrial testing. Collier County reserves the right to modify the product specifications in order to comply with future mandates. Product, Locations and Storage Capacities: The following is a list of current and anticipated primary delivery locations within the boundaries of Collier County. The County reserves the right to add or delete delivery locations during the term of the contract. Page 1 of 7 Exhibit A—Scope of Services 0 1 6 F 1 Invitation to Negotiate (ITN) #23-8177 "Gas and Diesel Fuel Multi-Agency Cooperative Purchase" Location Storage Capacity Product (Gallons) Chiller Building Generator 3323 Tamiami Trail East, 4,000 Diesel Fuel Naples, FL Health & Community Services Bldg. Generator 3339 4,000 Diesel Fuel Tamiami Trail East,Naples, FL Administration Bldg. Generator 3299 Tamiami Trail 6,000 Diesel Fuel East, Naples, FL Naples County Barn 2901 County Barn Road, Naples, 20,000 Unleaded Gasoline* FL 10,000 Diesel Fuel* 10,000 Diesel Fuel* Davis Boulevard Maintenance Facilities 4800 Davis 10,000 Unleaded Gasoline* Boulevard,Naples, FL 10,000 Diesel Fuel* CAT Bus Terminal 8300 Radio Road,Naples FL 14,000 Diesel Fuel* North County Wastewater Treatment Facility 10500 Goodlette Road,Naples FL 24,000 Diesel Fuel* South County Wastewater Treatment Facility 10,000 Diesel Fuel* 5600 Warren Street Naples, FL South County Regional Water Plant, 3851 Utilities 10,000 Diesel Fuel* Drive, Naples, FL North County Regional Water Plant 8005 Vanderbilt 40,000 Diesel Fuel* Road Ext., Naples FL Carica Repump Station 7200 Goodlette-Frank Road N, 15,000 Diesel Fuel* Naples, FL 34109 Immokalee County Barn 402 Sgt Joe Jones Rd, 10,000 Unleaded Gasoline* Immokalee, FL 10,000 Diesel* Bureau of Emergency Services and Emergency 48,000 Diesel Fuel* Management 8075 Lely Cultural Parkway, Suite 442,Naples, FL *Above Ground Tank Each location listed above shall be considered one stop. There shall be no additional cost to deliver fuel to separate tanks within the same location, to deliver a transport with two types of fuel to the same location, to deliver a transport of one or two types of fuel to two (2) different locations, or to deliver a tank wagon of one or two types of fuel to multiple locations. Page 2 of 7 Exhibit A— Scope of Services 0 1 6F 1 Invitation to Negotiate (ITN) #23-8177 "Gas and Diesel Fuel Multi-Agency Cooperative Purchase" SECTION 2: THE SCHOOL DISTRICT OF LEE COUNTY The quantities listed below are approximate. The School District reserves the right to order such quantities as may be required during the contract period,but no guarantee is made as to any minimum or maximum amounts. Product Specifications Estimated Annual Usage (Gallons) Unleaded Gasoline Standard 90 AKI 220,000 Product Estimated Annual Usage (Gallons) #2 On Road Diesel Fuel 2,500,000 Product, Locations and Storage Capacities: The following is a list of current and anticipated primary delivery locations within the boundaries of Lee County. The School District reserves the right to add or delete delivery locations during the term of the contract. Location Storage Capacity Product (Gallons) Transportation South 10,000 Diesel Fuel* 9251 Williams Road Estero,Forida 33928 Transportation Central 10,000 Diesel Fuel* 3234 Canal Street 10,000 Unleaded Gasoline* Fort Myers,FL 33916 Transportation East 10,000 Diesel Fuel* 3291 Buckingham Road Fort Myers, FL 33905 Transportation Leonard 20,000 Diesel Fuel* 301 Leonard Blvd 10,000 Unleaded Gasoline* Lehigh Acres, FL 33971 Six Mile Cypress 60,000(3 Tanks, Diesel Fuel* 14701 Ben C. Pratt 20,000 Each) Six Mile Cypress Parkway 15,000 Unleaded Gasoline* Fort Myers,FL 33912 Transportation West 30,000(3 Tanks, Diesel Fuel* 450 N.W. 14th Avenue 10,000 Each) Cape Coral,FL 33909 2,000 Unleaded Gasoline* *Above Ground Tank SECTION 3: CITY OF NAPLES The quantities listed below are approximate. The City of Naples reserves the right to order such quantities as may be required during the contract period,but no guarantee is made as to any minimum or maximum amounts. Product Specifications Estimated Annual Usage (Gallons) Unleaded Gasoline Regular 87 AKI 145,000 Unleaded Gasoline Ethanol Free 90 200,000 Page 3 of 7 Exhibit A— Scope of Services 01,0 1 6F 1 Invitation to Negotiate (ITN) #23-8177 "Gas and Diesel Fuel Multi-Agency Cooperative Purchase" Product Estimated Annual Usage (Gallons) #2 Off-Road Diesel Fuel 100,000 #2 On-Road Ultra Low Sulfur Diesel 12,000 Product, Locations and Storage Capacities: The following is a list of current and anticipated primary delivery locations within the boundaries of the City of Naples. Location Storage Capacity Product (Gallons) City of Naples Equipment Services 370 Riverside Circle 12,000 Unleaded Gasoline* 12,000 Diesel Fuel* City of Naples Water Plant 10,000 Diesel Fuel* 1000 Fleishmann Blvd City of Naples Wastewater Plant 12,800 Diesel Fuel* 1400 3rd Avenue North Naples 34102 City Dock 4,000 Ethanal Free 90 Octane 880 12th Avenue South,Naples Fl 34102 4,000 Gas Diesel Fuel (BELOW GROUND) Police Department 1,520 Diesel Fuel* 355 Riverside Circle,Naples Fl 34102 City Hall 500 Diesel Fuel* 735 8th Street South,Naples FL 34102 Development Services 500 Diesel Fuel* 295 Riverside Circle,Naples FL 34102 Utilities Admin Operations 510 Diesel Fuel* 380 Riverside Circle,Naples Fl 34102 Utilities Maintenance Shop Genset 375 Diesel Fuel* 1450 4th Ave. North,Naples FL 34102 River Park Community Ctr. 510 Diesel Fuel* 301 l lth St North,Naples Fl 34102 East Naples Tank Site 2,700 Diesel Fuel* 2270 Pineland Avenue,Naples FL 34112 Port Royal Tank Site 500 Diesel Fuel* 2680 Lantern Lane,Naples FL 34102 Solana Tank Site 2,700 Diesel Fuel* 138 Mooring Park Dr.,Naples FL 34102 Pine Ridge Genset (Services wells 323-328) 330 Diesel Fuel* 7300 Goodlette Road,Naples FL 34109 Golden Gate Well 420 Genset(Services wells 419-421) 500 Diesel Fuel* 3871 20th Ave NE,Naples FL 34120 Golden Gate Well 423 Genset 500 Diesel Fuel* 210 Everglades Blvd North<Naples FL 34120 Page 4 of 7 Exhibit A—Scope of Services Oy J 1 6F 1 Invitation to Negotiate (ITN) #23-8177 "Gas and Diesel Fuel Multi-Agency Cooperative Purchase" Golden Gate Well 424 Generator 189 Diesel Fuel* 3011 4th Ave NE,Naples FL 34120 _ Golden Gate Well 425 Genset 500 Diesel Fuel* 24th Avenue NE,Naples FL 34120 LS 16 Lift Station Bypass pump 150 Diesel Fuel* US 41 & Mooringline Drive Naples FL 34102 LS 18 Lift Station Bypass pump 150 Diesel Fuel* 28th Ave N. & 12th ST N,Naples FL 34103 LS 21 Lift Station Bypass pump 150 Diesel Fuel* 4041 Crayton RD Naples FL 34103 LS 24 Lift Station Bypass pump 150 Diesel Fuel* 4005 Gulf Shore N.Naples 34103 LS 25 Lift Station Bypass pump 150 Diesel Fuel* 4551 Gulfshore Blvd,Naples FL 34103 LS 27 Lift Station Bypass pump 150 Diesel Fuel* 2500 Crayton Rd,Naples FL 34103 LS 32 Lift Station Bypass pump 150 Diesel Fuel* 1109 Crayton RD,Naples FL 34102 LS 34 Lift Station Bypass Pump 150 Diesel Fuel* 6th Street& Central LS 38 Lift Station Bypass Pump 150 Diesel Fuel* 2455 Lantern Lane,Naples FL 34102 LS 49 Master Lift Bypass Pump 150 Diesel Fuel* 10th Street South, & Broad Avenue South, Naples Fl. 34102 LS 56 Master Lift Station Bypass Pump 150 Diesel Fuel* 1525 Marlin Drive Naples FL 34102 LS 71 Master lift Station Bypass Pump 132 Diesel Fuel* 101 Clubhouse Dr Naples FL 34105 LS 76 Master Lift Station Bypass Pump 200 Diesel Fuel* 1409 Solana Rd Naples FL 34103 LS 79 Master Lift Station Bypass Pump 150 Diesel Fuel* 1706 W. Forest Lakes Blvd,Naples FL 34105 LS 82 Master Lift Station Pump 150 Diesel Fuel* 177 E Forest Lake BLVD,Naples FL 34105 Cove Storm Pump Station (Storm Water) 1,000 Diesel Fuel* 9th St.& Broad South Naples FL 34102 Cove Storm Pump Station (Storm Water) Backup Genset 225 Diesel Fuel* 9th St.& Broad South Naples FL 34102 Public Works Storm Pump Station 1,000 Diesel Fuel* 315 Goodlette Rd N.,Naples FL 34102 Port Royal Storm (Storm Water) 400 Diesel Fuel* 2680 Lantern Lane,Naples FL 34102 *Above Ground Tank Page 5 of 7 Exhibit A—Scope of Services (0,67,),5 1 6 F 1 Invitation to Negotiate (ITN) #23-8177 "Gas and Diesel Fuel Multi-Agency Cooperative Purchase" SECTION 4: CHARLOTTE COUNTY SCHOOL BOARD The quantities listed below are approximate. The School Board reserves the right to order such quantities as may be required during the contract period,but no guarantee is made as to any minimum or maximum amounts. Product Specifications Estimated Annual Usage (Gallons) Unleaded Gasoline Regular 87 AKI 103,456 Product Estimated Annual Usage (Gallons) #2 Off-Road Diesel Fuel 12,000 #2 On-Road Ultra Low Sulfur Diesel 352,500 The No. 2 diesel fuel must be suitable for use in diesel engines and free from water, foreign matter and must meet or exceed State and Federal specifications. Ultra-Low Sulfur Diesel must have a sulfur content of 15PPM or less and meet all Federal standards for use in mandated diesel engine low emission systems. No. 2 diesel shall have a cetane rating of 42 or higher based on standard industrial testing. Collier County reserves the right to modify the product specifications in order to comply with future mandates. Product, Locations and Storage Capacities: The following is a list of current and anticipated primary delivery locations within the boundaries of Charlotte County. The County reserves the right to add or delete delivery locations during the term of the contract. Location I Storage Capacity Product (Gallons) Punta Gorda Transportation 5,000 Unleaded Gasoline* 1025 Carmalita St 10,000 Diesel Fuel* Punta Gorda, FL 33950 Murdock Transportation 10,000 Unleaded Gasoline* 174900 Abbott Ave 10,000 Diesel Fuel* Port Charlotte, FL 33954 Englewood Transportation 10,000 Unleaded Gasoline* 255 Cougar Way 20,000 Diesel Fuel* Rotonda West, FL 33947 Punta Gorda Middle Generator 1001 Education Ave 150 Diesel Fuel* Punta Gorda, FL 33950 Charlotte High Generator 1250 Cooper St 500 Diesel Fuel* Punta Gorda, FL 33950 Sallie Jones Elementary Generator 1230 Narranja St 300 Diesel Fuel* Punta Gorda, FL 33950 Baker Center Generator 400 Diesel Fuel* 311 E. Charlotte Ave Page 6 of 7 Exhibit A—Scope of Services 0 U 1 6F 1 Invitation to Negotiate (ITN) #23-8177 "Gas and Diesel Fuel Multi-Agency Cooperative Purchase" Punta Gorda, FL 33950 East Elementary Generator 27050 Fairway Dr 325 Diesel Fuel* Punta Gorda, FL 33982 Peace River Elementary Generator 4070 Beaver Ln, Port Charlotte, FL 33952 400 Diesel Fuel* Neil Armstrong Elementary Generator 22100 Breezeswept Ave 400 Diesel Fuel* Port Charlotte, FL 33948 Charlotte Tech College Generator 18150 Murdock Circle 600 Diesel Fuel* Port Charlotte, FL 33948 Port Charlotte High School Generator 18200 Cochran Blvd 300 Diesel Fuel* Port Charlotte, FL 33948 Kingsway Elementary Generator 23300 Quasar Blvd 300 Diesel Fuel* Port Charlotte, FL 33980 Liberty Elementary Generator 370 Atwater St 500 Diesel Fuel* Port Charlotte, FL 33954 Murdock County Office Generator 1445 Education Way 450 Diesel Fuel* Port Charlotte, FL 33948 Meadow Park Elementary Generator 750 Essex Ave 450 Diesel Fuel* Port Charlotte, FL 33948 Punta Gorda Maintenance Generator 1025 Carmalita St 500 Diesel Fuel* Punta Gorda, FL 33950 L.A. Ainger Middle School Generator 245 Cougar Way 150 Diesel Fuel* Rotonda West, FL 33947 Lemon Bay High School Generator 2201 Placida Rd 800 Diesel Fuel* Englewood, FL 34224 *Above Ground Tank Each location listed above shall be considered one stop. There shall be no additional cost to deliver fuel to separate tanks within the same location, to deliver a transport with two types of fuel to the same location, to deliver a transport of one or two types of fuel to two (2) different locations, or to deliver a tank wagon of one or two types of fuel to multiple locations. Page 7 of 7 Exhibit A—Scope of Services obo 1 6F 1 Exhibit B Fee Schedule following this page (containing 1 pages) ofro Page 16 of 17 Fixed Term Service Agreement [2023_ver.2] Collier County Mark Up (Per Gallon) 1 6 F 1 Regular Unleaded 87 Transport Loads 0.0369 #2 Off Road Diesel Transport Loads 0.0473 On Road Diesel Transport Loads 0.0473 Ethanol Free 90 Tank Wagon Loads 0.0599 All Products Normal Tank Wagon Deliveries 0.1485 City of Naples Mark Up(Per Gallon) Regular Unleaded 87 Transport Loads 0.0369 #2 Off Road Diesel Transport Loads 0.0473 On Road Diesel Transport Loads 0.0473 Ethanol Free 90 Tank Wagon Loads 0.0599 All Products Normal Tank Wagon Deliveries 0.1485 Charlotte County School District Mark Up (Per Gallon) Regular Unleaded 87 Transport Loads 0.0189 #2 Off Road Diesel Transport Loads 0.0347 On Road Diesel Transport Loads 0.0347 All Products Normal Tank Wagon Deliveries 0.1485 Lee County School District Mark Up (Per Gallon) Regular Unleaded 87 Transport Loads 0.0369 On Road Diesel Transport Loads 0.0473 All Products Normal Tank Wagon Deliveries 0.1485 onal Information: ank deliveries of less than 350 gallons will incur a $150.00 service charge equired standby driver for truck to vehicle deliveries will incur a rate of$175 hour le Additive for Generators pats 375 gals nt cost is .086 per gallon 1 6 F 1 Other Exhibit/Attachment Description: Federal Contract Provisions and Assurances n following this page (containing 7 pages) n this exhibit is not applicable n Page 17 of 17 Fixed Term Service Agreement [2023_ver.2]