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Backup Documents 05/14/2024 Item #16C 4 ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP ' 6 �' TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO RECEIVED THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATUREMAY 14 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 CounhA toF4ey Office no later than Monday preceding the Board meeting. MMIanmm� **NEW** ROUTING SLIP `7I� 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 Initialsit� Date 1. Risk Risk Management s/ yiz,v- 2. County Attorney Office County Attorney Office 4. BCC Office Board of County Commissioners 4i/it / 5/2312`� 4. Minutes and Records Clerk of Court's Office ` //:V141— 5/0 a> 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 Deidra De La Cruz/Procurement Contact Information 239-252-8950 Contact/Department Agenda Date Item was May 14, 2024 Agenda Item Number AGENDA# 16.C.4 Approved by the BCC Type of Document Agreement Number of Original 1 Attached Documents Attached PO number or account N/A 23-8183 Ferguson number if document is Ferguson Enterprises, LLC to be recorded Enterprises, 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 DD 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 DD document or the fmal negotiated contract date whichever is applicable. 6. "Sign here"tabs are placed on the appropriate pages indicating where the Chairman's DD gnature 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 May 14,2024 and all changes made N/A is not during the meeting have been incorporated in the attached document. The County 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. 16C A FIXED TERM SERVICE AGREEMENT # 23-8183 for Underground Utility Parts Supplier hi THIS AGREEMENT, made and entered into on this 17 r� day of m4y 2024 by and between Ferguson Enterprises, LLC authorized to do business in the State of Florida, whose business address is 751 Lakefront Commons, Newport News, VA 23606 , (the "Contractor") and Collier County, a political subdivision of the State of Florida, (the "County"): WITNESSETH: 1. AGREEMENT TERM. The Agreement shall be for a three ( 3 ) year period, commencing ■ upon the date of Board approval; or on and terminating on three ( 3 ) year(s) from that date or until all outstanding Purchase Order(s) issued prior to the expiration of the Agreement period have been completed or terminated. The County may, at its discretion and with the consent of the Contractor, renew the Agreement under all of the terms and conditions contained in this Agreement for two ( 2 ) additional one ( 1 ) year(s) periods. The County shall give the Contractor written notice of the County's intention to renew the Agreement term prior to the end of the Agreement term then in effect. The County Manager, or his designee, may, at his discretion, extend the Agreement under all of the terms and conditions contained in this Agreement for up to one hundred and eighty (180) days. The County Manager, or his designee, shall give the Contractor written notice of the County's intention to extend the Agreement term prior to the end of the Agreement term then in effect. 2. COMMENCEMENT OF SERVICES. The Contractor shall commence the work upon issuance of a ❑■ Purchase Order ❑ e-te-Rr-eceed. 3. STATEMENT OF WORK. The Contractor shall provide services in accordance with the terms and conditions of I■I Request for Proposal (RFP) Invitation to Bid (ITB) Other ( ).# 23-8183 , 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. Pagel of 17 Fixed Term Service Agreement [2023_ver.2] CAO 16C 4 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): n transferred from thc County to the contractor; and, as a business practice there are no in n„4h�ri�ed • n • time spent by the contractor's employees and subcontractors to perform the work(number , which it is not possible to accurately estimate thc size of the project, or when it is expected . • of hours worked and billing rate by position (and not company (or subcontractor} documentation for the project. • Unit Price: The County agrees to pay a firm total fixed price (inclusive of all costs, including labor, materials, equipment, overhead, etc.) for a repetitive product or service delivered (i.e. installation price per ton, delivery price per package or carton, etc.). The invoice must identify the unit price and the number of units received (no contractor inventory or cost verification). 4.2 Any County agency may obtain services under this Agreement, provided sufficient funds are included in their budget(s). 4.3 Payments will be made for services furnished, delivered, and accepted, upon receipt and approval of invoices submitted on the date of services or within six (6) months after completion of the Agreement. Any untimely submission of invoices beyond the specified deadline period is subject to non-payment under the legal doctrine of "laches" as untimely submitted. Time shall be deemed of the essence with respect to the timely submission of invoices under this Agreement. Page 2 of 17 Fixed Term Service Agreement [2023_ver.2 CAQ 160 4 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. 475 n -x ses: Travel and Reimbwsa; E penses ci st be approved in advance in writing by the County. Travel expenses shall be reimbursed as per Section 112.061 Fla. Stats. Mileage $0.44.5 per mile &r-eakfassi: $6700 $4+1-90 lainnef $4.9-®8 Aifface Actual ticket cost limited to tourist or coach class faro Rental car Actual rental cost limited to compact or standard size hedging RaFl4ng Actual cost of parking • lei g distance charges, fax charges, photocopying charges and postage. R- ," ablle items will be paid only after Contractor has provided all receipts. Contractor shall be feasible-# 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 # 85-8015966531C. 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: Ferguson Enterprises, LLC Address: 751 Lakefront Commons Newport, VA 23606 Authorized Agent: Mark McFalls, General Manager Attention Name & Title: JoDerek Adams Telephone: 0: (239) 433-0555 / 0: (239) 643-4790 E-Mail(s): Mark.Mcfalls@ferguson.com /Joderek@ferguson.com Page 3 of 17 Fixed Term Service Agreeme, [2023_verr Ao 16C 4 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: Water Division Division Director: Howard Brogdon Address: 4225 Mercantile Avenue Naples, Florida 34104 Administrative Agent/PM: Pamela Libby, Manager-Distribution Telephone: (239) 253-0215 E-Mail(s): Pamela.Libby@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 4of17 Fixed Term Service Agreement [2023_ver.2 GAO I60 4 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. n 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. ICI 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. ICI Workers' Compensation: Insurance covering all employees meeting Statutory Limits in compliance with the applicable state and federal laws. The coverage must include Employers' Liability with a minimum limit of$ 500,000 for each accident. 0- ❑ liability for claims arising out of the performance of professional services under this Agreement. Contractor waives its right of recovery against County as to any claims under es, than $ eaoh n r-Limb. . Pef swim- Page 5 of 17 Fixed Term Service Agreement [2023_ver. CAC 16C 4 n : Covcrage shall have minimum limits of$ per claim. G- ❑ : Coverage of$ per claim/Occurrence. 14. • - 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 6of17 Fixed Term Service Agreement [2023_ver. CAO 160 4 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 Public Utilities Finance Operations Support 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, 1E1 RFP/ Other #23-8183 , including Exhibits, Attachments and Addenda/Addendum, 7 sbseq tent qtes, and I j Other Exhibit/Attachment: 17. APPLICABILITY. Sections corresponding to any checked box ( ■ ) expressly apply to the terms of this Agreement. 18. SUBJECT TO APPROPRIATION. It is further understood and agreed by and between the parties herein that this Agreement is subject to appropriation by the Board of County Commissioners. 19. PROHIBITION OF GIFTS TO COUNTY EMPLOYEES. No organization or individual shall offer or give, either directly or indirectly, any favor, gift, loan, fee, service or other item of value to any County employee, as set forth in Chapter 112, Part III, Florida Statutes, Collier County Ethics Ordinance No. 2004-05, as amended, and County Administrative Procedure 5311. Violation of this provision may result in one or more of the following consequences: a. Prohibition by the individual, firm, and/or any employee of the firm from contact with County staff for a specified period of time; b. Prohibition by the individual and/or firm from doing business with the County for a specified period of time, including but not limited to: submitting bids, RFP, and/or quotes; and, c. immediate termination of any Agreement held by the individual and/or firm for cause. 20. COMPLIANCE WITH LAWS. By executing and entering into this Agreement, the Contractor is formally acknowledging without exception or stipulation that it agrees to comply, at its own expense, with all federal, state and local laws, codes, statutes, ordinances, rules, regulations and requirements applicable to this Agreement, including but not limited to those dealing with the Immigration Reform and Control Act of 1986 as Page 7 of 17 Fixed Term Service Agreement [2023_ver.2] CAO 16C 4 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: PublicRecordRequest(c colliercountyfLgov 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 Page 8of17 Fixed Term Service Agreement .. [2023_ver. GAO 16C 4 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. ❑ rubbish and waste materials arising out of the Work. At the completion of the Work, site, as well as all tools, appliances, constructs nteriats, 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 9of17 Fixed Term Service Agreement [2023_ver.2.,CAO 1 6 C 4 25. ❑■ WARRANTY. Contractor expressly warrants that the goods, materials and/or equipment covered by this Agreement will conform to the requirements as specified, and will be of satisfactory material and quality production, free from defects, and sufficient for the purpose intended. Goods shall be delivered free from any security interest or other lien, encumbrance or claim of any third party. Any services provided under this Agreement shall be provided in accordance with generally accepted professional standards for the particular service. These warranties shall survive inspection, acceptance, passage of title and payment by the County. Contractor further warrants to the County that all materials and equipment furnished under the Contract Documents shall be applied, installed, connected, erected, used, cleaned and conditioned in accordance with the instructions of the applicable manufacturers, fabricators, suppliers or processors except as otherwise provided for in the Contract Documents. If, within one (1) year after final completion, any Work is found to be defective or not in conformance with the Contract Documents, Contractor shall correct it promptly after receipt of written notice from the County. Contractor shall also be responsible for and pay for replacement or repair of adjacent materials or Work which may be damaged as a result of such replacement or repair. These warranties are in addition to those implied warranties to which the County is entitled as a matter of law. 26. n TESTS AND INS erd+ requires any portion of the Work to be specifically inspected, tested or approved, • d. All acceptable to the County. 27. n . anyone for whom Contractor is legally liable is responsible for any loss ef-clamage to—the Work, or other work or materials of the County or County's separate B. Contractor shall not load nor permit any part of any structure to be loaded in any C. Contractor shall not disturb any benchmark established by the County with respect to the Project. If Contractor, or its subcontractors, agents or anyone, for WhOFFI tablish the benchmarks and Page 10 of 17 Fixed Term Service Agreement [2023_ver.2] CAO 16C 4 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. r-sonnel and management to be utilized for t-14is-prejeet-shall be knowledgeable in their areas of expertise. The County reserves the persons will be utilized in the performance of the Agreement. The Contractor shall assign Page 11 of 17 Fixed Term Service Agreement [2023_ver.21 CAO 16C 4 dates. The Contractor shall not change Kc 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. • 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. ORER all other Contract Documents, except the terms of any Supplemental Conditions shall take the Agree , • 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 [2023_ver.2] CAO 1 6 C 4 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(ci7colliercountyfl.gov) whenever an employee assigned to Collier County separates from their employment. This notification is critical to ensure the continued security of Collier County facilities and systems. Failure to notify within four (4) hours of separation may result in a deduction of $500 per incident. Collier County Sheriff's Office (CCSO) requires separate fingerprinting prior to work being performed in any of their locations. This will be coordinated upon award of the contract. If there are additional fees for this process, the Contractor is responsible for all costs. 38. rules and regulations. Also, all Contractors and subcontractors shall be responsible for damagesite. Collier County Government has authorized the Occupational Safety and Health Administration (OSHA) to enter any Collier County Facility, property and/or right of way criteria apply as well as all Contractor rights, with one exception. P-repe shall be the only entity allowed to refuse access to the project. However, this decision Safety--E a weer. (Intentionally left blank -signature page to follow) Page 13 of 17 Fixed Term Service Agreement [2023_ver.2] CAO 16aC 4 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 Comptroller. By; ..�_ " �i By; CH HALL , Chairman Dated: i ,. - 47iid (SEAL)/', est, , xd'6;airman's _. s4attiYe only Ferguson Enterprises, LLC Contractor's Witnesses: Contractor Cj4-14 actors First Witness Signa ure \l°acre K S 'Type/print signature and title 'T e/pr'n ss name' Contractor's Second Witness A14,11/.-- 'Type/print witness namet •d •ved . t• Fo and Legality: etely County Attorney 'S Print Name Page 14 of 17 121 Fixed Term Service Agreement [2023 ver.2] CAO 16C 4 Exhibit A Scope of Services 0■ following this page (containing 1 pages) this exhibit is not applicable Page 15 of 17 Fixed Term Service Agreement [2023_ver.2] GAO 16C 4 Request for Proposal (RFP) #23-8183 "Underground Utility Parts Supplier" EXHIBIT A SCOPE OF SERVICES The Contractor will provide underground utility parts including but not limited to:pipe,valves,saddles,sleeves, hydrants, repair clamps, PVC fittings, brass fittings etc. that will be utilized for capital projects, new installations, maintenance, and repair for applications County wide. 1. PRICING • Prices shall be held firm for the initial year of the Agreement. Items may be added to the Annual Price List at any time with mutual agreement. New item prices shall be locked in until the next renewal of the Annual Price List upon being added. • All discount percentages shall remain unchanged for the initial term of the Agreement. 2. CONTACTS The Contractor shall supply the County with a minimum of two (2) local (Collier or Lee County) urgent on-call telephone numbers and email addresses. It shall be the Contractor's responsibility to update the contact information to the County. 3. URGENT REQUESTS The Contractor must be able to provide urgent requests 24hours/7 days a week. Urgent requests shall be determined by the County. The Contractor must be able to perform the following: • Provide standard parts within two (2) hours of County's urgent request. This may include opening a store/storage location for County staff assistance after hours or delivering to a County designated location. • Provide non-stock standard parts or proposed alternatives within thirty (30)days after County's request. • Respond to the County's urgent request within one (1) hour via phone call or email. 4. PURCHASES Purchases shall be made on an as-needed basis, determined by the County. The County does not guarantee the quantity to be purchased during the length of the awarded Contract. The purpose of the Agreements is to have the parts and supplies available when needed and funding is secured. • Purchases may be completed by County staff at the awarded Distributor's store location by providing counter staff a valid County Purchase Order number or on-line if applicable. • Proposer shall provide delivery information in their Proposal regarding options for standard delivery and urgent delivery to County designated locations. • Delivery charges by a third party shall be pass-through charges to the County.A copy of the third party's charges must be submitted with the awarded Distributor's invoice. 5. OTHER TASKS The Contractor will assist the County by performing the following tasks: • Walk Through major County Warehouses to assess current parts levels and suggested reorders monthly. • Assist County with maintaining the County's Approved Product list. Complete periodic reviews of the list and provide suggestions for new products for addition to the list or removal of those no longer being manufactured. Page 1 of 1 Exhibit A—Scope of Services CAO 16C 4 Exhibit B Fee Schedule following this page (containing 2 pages) Page 16 of 17 Fixed Term Service Agreemen [2023_ver.• CAO 16C 4 Request for Proposal (RFP) #23-8183 "Underground Utility Parts Supplier" EXHIBIT B FEE SCHEDULE l. A representative list of items with list price and discount to the County was provided by the Contractor from pages 28-125 of Proposal which is incorporated herein by reference. This price list is not inclusive of all parts that will be purchased under this contract.The Contractor shall provide the Ferguson Stocked Product Price List, hereinafter"List",which includes the discount off list pricing sorted by manufacturer. This List shall be updated as needed.Pricing under this contract not only encompasses the items on the RFP response and the List, but gives the County access to all products from any manufacturer on the List with a published list price at the same discounted rate as the RFP and List items. The List shall be provided to the County and Finance in the form of an Excel spreadsheet,however,upon the request of the County,the Contractor will provide the List electronically as required, including integration with the SAP financial system. In addition, a 2% discount will be provided if paid in 30 days. 2. Updates, revisions and/or modifications to the list may include, but not be limited to: addition or deletion of items. Additionally, any part or Specialty item that is not included in the List, or from any manufacturer on the List, hereinafter "Unlisted Items", shall be available from the Contractor for purchase by the County upon satisfactory negotiation of price between the County contract manager and the Contractor. Generally, these Unlisted Items shall be sourced by the Contractor and provided to the County at cost plus a fifteen percent(15%) service charge. Freight shall be FOB Destination. The Contractor may add any Unlisted Parts to the List in order to accommodate future purchases by the County. Additionally,the Contractor shall add Unlisted Items to the list upon the request of the County Contract Manager. Once an Unlisted Item is added to the List, the pricing shall be fixed at a mutually negotiated annual price and reviewed at the end of that year for price adjustments if necessary. 3. For commodity type items, such as piping, stainless steel, HDPE and other commodity-based items and products that do not have a list price,the Contractor shall provide then-current pricing to the County for ordering purposes. Upon approval of the pricing provided at that time,the County will order the material. 4. For large quantity purchases, the County reserves the right to separately negotiate a more substantial pricing discount with the Contractor, which shall not necessarily affect the pricing on the List. 5. The County shall pay the Contractor for the performance of this Agreement for units ordered and furnished. Direct Material Purchases: This contract may also be used to purchase supplies and parts for capital projects as direct material purchases, after an evaluation of the cost benefit. The County, at its sole option; may choose to purchase some or all of the goods and/or materials directly from suppliers, including manufacturers or distributors in accordance with the County Direct Material Purchase procedure in effect at the time. In that instance the County may require the following information from the Contractor: I. Specifications relating to goods and/or materials required for job including brand and/or model number or type if applicable. 2. Pricing and availability of goods and/or materials provided under Contractor's agreements with material suppliers. Page 1 of 2 Exhibit B—Fee Schedule CAO 16C 4 Request for Proposal (RFP) #23-8183 "Underground Utility Parts Supplier" The Contractor shall provide a negotiated cost for these purchases to the County, and the County shall issue a Purchase Order directly to the supplier, manufacturer, or distributor to save sales tax. Additional Information Stock Inventory: The Contractor will maintain the following items on stock in Florida for County use: 1. Meter adapter LF 5/8X3/4X3/4 - METER ADAPTER 2. 1 1/2 x 1 CTS grip Comp Wye - ( 1 1/2 X 1" WYE) 3. LF Y44-274-GY BRCH CONN - ( 2 X 1" WYE) 4. 1 X3/4 BV LF B43-342W-G-NL- ( IX 3/4" Curb Stop ) 5. LF 1 CTS GRIP X MTR Ball Curb LW - ( 1 X 1" Curb Stop) 6. NP 1 CTS Comp Union/ ( 1" Mueller Coupling - Poly) 7. 3/4 Elbow 90 STR LF- ( 3/4" Street Elbow) 8. 3/4 XCL Nipple LF/BRASS GBL 9. 3/4X1/2 Bushing LF/BRASS MNPTXFNPT HEX 10. 1 1/2 Elbow 90 BRS LF - ( 1 1/2" Threaded Elbow) 11. 3/4 COUPLING LF/BRASS MIPxPJ COMP C87-33PVC ADT- ( Brass PVC Adapter) 12. 2 MIPxCTS GRIP COMP COUP C84-77 POLY ADPT- ( 2" Poly Adapter) 13. 1 1/2/Coupling GJ LF/BRASS CTSXCTS - ( 1 1/2" Repair Coupling- Poly) 14. ARV Housing 15. 3/4" Reduced Pressure Zone Device Bar Coding Implementation Plan: As part of the proposal submitted for RFP 23-8183 the Contractor, has agreed to provide the County Water-Sewer District with a bar coding system to be utilized on parts that will be provided as part of this contract. The system will utilize the Ferguson App Scanner+Barcoded Bin Labels solution. The system will be able to create barcoded bin labels and and/or utilize a scan book. County staff will use the features of the Contractors application to manually scan the material they need and check out directly from the application. The implementation will be required to be completed within 365 days from the date the contract takes effect. The implementation plan will include the following milestones: 1 —60 Days: Kick off meeting will be held with the County's Contract Administrator and other County Representatives with the Contractor to develop the schedule and go over all requirements for the system.The Contractor will also meet with the County's Information Technology Division to answer any questions they have about the implementation of the system. 61 — 120 Days: Conduct a pilot test of the top ten parts in terms of turn over. This pilot program will determine any modifications that are required to the implementation process. 121 — 180 Days: Contractor will provide the County with printed bar code labels and scanners. 181 —365 Days: Contractor will assist the County with full implementation of the program Page 2 of 2 Exhibit B—Fee Schedule CAO 16C 4 Other Exhibit/Attachment Description: ❑ following this page (containing pages) ❑■ this exhibit is not applicable Page 17 of 17 Fixed Term Service Agreemen` [2023_ver. : CAO 16C 4 DocuSign Envelope ID:DD056089-C855-46CD-9B7A-D90D560BC131 DocuSign Envelope ID.DD056089-C855.46CD-9B7A-D90D560BC131 SECRETARIAL CERTIFICATE OF AUTHORIZATION The undersigned Assistant Secretary of Ferguson Enterprises,LLC,duly organized and existing under the laws of Vnginia(the"Company"),heieby designates and certifies that the following employee of the Company,is authorized, on behalf of the Company to take the action(s)designated herein and to execute any and all documents necessary to fur then such actions Individual Name: Maik McFalls Title: General Manager IIIFss Authoiized Action(s): 1 To entei into conti acts, agreements of other documents, and to execute such documents and undertake all such acts as may deemed in the best interest of the Company 2. To prepare and submit bids and proposals to the Company's customers, This certificate of authorization shall be effective fiom the date hereof until November 9, 2024 unless withdrawn sooner in wilting. The provisions of this Certificate are in conformity with a Resolution adopted by the Board of Directors of the Company effective July 31, 2023 In witness whereof,I have cent subscribed my name and affixed the seal of the Company, effective November 10,2023. Ferguson Enterprises,LLC Wesley .Rice (Company Se.., : " �. Assistant Secretary Commonwealth of Virginia City of Newport News Sworn to subscribe and acknowledged before me on November 10, 2023, by Wesley E. Rice, personally known to me,in his capacity as Assistant Secretary of Ferguson Enterprises,LLC,a Virginia LLC,on behalf of such Company Notary—Casey Mehlhoff My commission expires: July 31,2026 (Notary Seal)