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#24-029-NS (Xylem Water Solutions, USA, Inc.)
BCC Meeting Date/Assigned Attomey/Item Number:8�I3 SRI I se`? Type of Contract: Contract No: 24-4414V7 02'1 Contract Checklist Entity Name X y jen. �.d {-cam Solo-,-.1s USA Florida Department of State Sunshine Law Requirements Entity correct on contract?✓ 119.0701 Contracts; public records.—/ . Entity registered with Dept.of State?✓ (a) The following statement,in substantially the following Person signing contract an officer per Dept.of State?✓ form,identifying the contact information of the public agency's custodian of public records in at least 14-point boldfaced type: Insurance • IF THE CONTRACTOR HAS QUESTIONS REGARDING THE Insurance certificate included? 1,-- APPLICATION OF CHAPTER 119,FLORIDA STATUTES,TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC • • *Contract/Project referenced on certificate?NO RECORDS RELATING TO THIS CONTRACT,CONTACT THE Certificate holder BCC(MUST HAVE)?1,/ CUSTODIAN OF PUBLIC RECORDS AT (telephone number, e-mail address,and mailing address) . Commercial General Liability (b) A provision that requires the contractor to comply with Each Occurrence $ In $ lin public records laws,specifically to: Damage to Rented Premises$ $ 1. Keep and maintain public records required by the public agency to perform the service. Med Exp$ $ 2. Upon request from the public agency's custodian of public Personal and Adv Injury$ $ records,provide the public agency with a copy of the requested General Aggregate$ 2./ 1 $ Lrr, records or allow the records to be inspected or copied within a Products-COMP/OP AGG $ $ reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. Automobile Liability • 3. Ensure that public records that are exempt or confidential Single Limit(each accident) $,yak $ 3,r, , and exempt from public records disclosure requirements are not Bodily injury(per person) $ $ disclosed except as authorized by law for the duration of the Bodily injury(per accident) $ $ contract term and following completion of the contract if the contractor does not transfer the records to the public agency. Properly damage(per accident)$ $ 4. Upon completion of the contract,transfer,at no cost,to the public agency all public records in possession of the contractor or Umbrella Liability keep and maintain public records required by the public agency to • Each occurrence $ perform the service.If the contractor transfers all public records to Aggregate $ the public agency upon completion of the contract,the contractor • shall destroy any duplicate public records that are exempt or Worker's Compensation and Employers'Liability confidential and exempt from public records disclosure WC Statutory Limits requirements.If the contractor keeps and maintains public records Each Accident $Sc oK $ 2,, upon completion of the contract,the contractor shall meet all applicable requirements for retaining public records.All records Disease(Each employee) $ $ stored electronically must be provided to the public agency,upon Disease(Policy Limit) $ $ request from the public agency's custodian of public records,in a format that is compatible with the information technology systems Other Insurance of the public agency. Professional Liability ***Must contain this language in every contract. Each Claim $ $ Each Aggregate $ $ Signature Blocks Person who signed contract is eligible per Dept. of State?`""" County required to be named as additionally insured?l' Title correct and listed under signature •/ County actually named as additionally insured?/ Proper number of witnesses/notary?✓ Same witnesses on both contracts?, Indemnification Chairman's signature block?,/ Indemnification included in County requirements?✓ Clerk's attestation signature block?' Who is being indemnified in contract? Collar Gu,.,+Y County Attorney signature block?✓ Bonds / Attachments Performance Bond? All attachments included in both copies of contract? Public Payment Bond? Bid Contract Attachments: Bid Bond?(If necessary,5%of amount approved) A. H. B. I. ***Bonds must match dollar amount exactly as BCC C. J. approved per Agenda Recaps. D. K. E. L. ***Risk has reviewed any contract with an insurance F. M. certificate. G. N. Review by: Initials: Date: /�f ATE A�o o® CERTIFICATE OF LIABILITY INSURANCE D 05/29/2024/YYrr) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). CONT PRODUCER NAMEACT Lauren Giangrande MARSH USA,LLC. PHONE 1166 Avenue of the Americas (A/C.No,Ext): (212)345-6000 (A/C,No): New York,NY 10036 E-MAIL Lauren.Gian rande marsh.com ADDRESS: 9 INSURER(S)AFFORDING COVERAGE NAIC# CN108453421-STND-GAW-23-24 INSURER A: AIU Insurance Co. 19399 INSURED INSURER B: National Union Fire Ins.CO. 19445 Xylem Water Solutions USA Inc. 5771 Country Lakes Drive INSURER C: Fort Myers,FL 33905 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: NYC-011963093-01 REVISION NUMBER: 6 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. IPOLICY EFF POLICY EXP NSR ADDTYPE OF INSURANCE INSD WVDSUBR POLICY NUMBER (MM/DDIIYYYY) (MM/DDIYYYY) LIMITS LTR INSD WVD B X COMMERCIAL GENERAL LIABILITY GL9941282 10/31/2023 10/31/2024 EACH OCCURRENCE $ 1,000,000 DAMAGE TO RENTED 1,000,000 CLAIMS-MADE X OCCUR PREMISES(Ea occurrence) $ MED EXP(Any one person) $ 10,000 PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 X POLICY JECT LOC PRODUCTS-COMP/OPAGG $ 2,000,000 OTHER: SIR:$1,000,000 $ B AUTOMOBILE LIABILITY 7620278(AOS) 10/31/2023 10/31/2024 (CO BINEDtSINGLE LIMIT $ 3,000,000 A X ANY AUTO 7620279(MA) 10/31/2023 10/31/2024 BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY (Per accident) $ UMBRELLA LIAB _ OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ A WORKERS COMPENSATION 049154515(AOS) 10/31/2023 10/31/2024 X STATUTE OTH- ER AND EMPLOYERS'LIABILITY A Y/N 049154514 WI 10I3112023 1013112024 2,000,000 ANYPROPRIETOR/PARTNER/EXECUTIVE ( ) E.L.EACH ACCIDENT $ A OFFICER/MEMBEREXCLUDED? N N/A(Mandatory in NH) 049154513(CA) 10/31/2023 10/31/2024 E.L.DISEASE-EA EMPLOYEE $ 2,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 2,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Collier County Board of County Commissioners are included as additional insured(except Workers Compensation)as required by written contract. CERTIFICATE HOLDER CANCELLATION Collier County Board of County SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Commissioners THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 3295 Tamiami Trail East ACCORDANCE WITH THE POLICY PROVISIONS. Naples,FL 34112 AUTHORIZED REPRESENTATIVE of Marsh USA LLC / J I ©1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD Francheska Correa From: Greily Gonzalez Sent: Friday, May 31, 2024 9:00 AM To: Francheska Correa Cc: Contracts Subject: RE: COI in Compliance: 24-029 NS " Xylem Mixers, Pumps and Related Equipment, Products, and Services" (Xylem Water Solutions U.S.A., Inc.) Attachments: 24-029 NS Insurance_.pdf; 24-029 NS Insurance Requirements_Xylem.pdf Follow Up Flag: Follow up Flag Status: Completed Good Morning Francheska, The COI is in compliance.The check mark next to the CGL coverage is missing by under the description of operations section the agent has indicated that CCBOCC is added as additional insured. Greily Gonzalez ARM Manager- Risk Risk Management Office:239-252-8914 Collier Coun 3311 Tamiami Trail E Ii J X a Naples, FL 34112 Greily.GonzalezCa colliercountyfl.gov Take the Risk Management Customer Survey Please use your Mobile Device to access the QR Code below. Aim at it as if you were taking a picture of it; the Survey link will pop up. Click on the link to access the survey! Or....Click the link below to rate our interaction: r t• '41511%3 Ti ■ .r p r TAKE THE SURVEY From: Francheska Correa<Francheska.Correa@colliercountyfl.gov> Sent: Friday, May 31, 2024 8:36 AM 1 3/11/24,3:09 PM Detail by Entity Name McCausland, Joseph 4828 Parkway Plaza Blvd Charlotte, NC 28217 Title VP Nix, Stewart 4828 Parkway Plaza Blvd Charlotte, NC 28217 Title VP Albaugh, Ken 4828 Parkway Plaza Blvd Charlotte, NC 28217 Title VP Huffman,Todd 4828 Parkway Plaza Blvd Charlotte, NC 28217 Title VP Senft, Stephen 4828 Parkway Plaza Blvd Charlotte, NC 28217 Annual Reports Report Year Filed Date 2022 04/01/2022 2023 02/25/2023 2024 03/06/2024 Document Images 03/06/2024—ANNUAL REPORT View image in PDF format 02/25/2023—ANNUAL REPORT View image in PDF format 04/01/2022—ANNUAL REPORT View image in PDF format 02/08/2021—ANNUAL REPORT View image in PDF format 02/20/2020—ANNUAL REPORT View image in PDF format 04/03/2019—ANNUAL REPORT View image in PDF format 04/30/2018—ANNUAL REPORT View image in PDF format 01/06/2017—ANNUAL REPORT View image in PDF format 03/01/2016—ANNUAL REPORT View image in PDF format 04/30/2015—ANNUAL REPORT View image in PDF format 04/23/2014—ANNUAL REPORT View image in PDF format 04/01/2013—ANNUAL REPORT View image in PDF format 04/03/2012—ANNUAL REPORT View image in PDF format 01/10/2012--Name Change View image in PDF format https://search.sunbiz.org/Inquiry/CorporationSearch/SearchResultDetail?inqui rytype=EntityName&directionType=1 nitial&searchNameOrder=XYLEM W... 4/5 3/11/24,3:09 PM Detail by Entity Name Blais, Marc 4828 Parkway Plaza Blvd Charlotte, NC 28217 Title Vice President and Treasurer Fisher, Matthew 4828 Parkway Plaza Blvd Charlotte, NC 28217 Title Director Fisher, Matthew 4828 Parkway Plaza Blvd Charlotte, NC 28217 Title VP Valencia, Christine 4828 Parkway Plaza Blvd Charlotte, NC 28217 Title Vice President and Assistant Secretary Bilelis, Peter 4828 Parkway Plaza Blvd Charlotte, NC 28217 Title VP Stewart, Randy 4828 Parkway Plaza Blvd Charlotte, NC 28217 Title VP Latino, Matthew 4828 Parkway Plaza Blvd Charlotte, NC 28217 Title VP Bhate, Nitin 4828 Parkway Plaza Blvd Charlotte, NC 28217 Title VP Alban, David Michael 4828 Parkway Plaza Blvd Charlotte, NC 28217 https://search.sunbiz.org/Inquiry/CorporationSearch/Search ResultDetail?inquirytype=EntityName&d irectionType=1 nitial&searchNameOrder=XYLEM W... 2/5 To: Greily Gonzalez<Greily.Gonzalez@colliercountyfl.gov> Cc: Contracts<Contracts@colliercountyfl.gov> Subject: COI in Compliance: 24-029 NS " Xylem Mixers, Pumps and Related Equipment, Products, and Services" (Xylem Water Solutions U.S.A., Inc.) Good morning. Please review the COI provided by the vendor. We need you to confirm if it complies with our Insurance Request form. Thank you. Francheska Correa Procurement Specialist (1'N Procurement Services Office:239-252-6020 Collier Coun OxaC Francheska.Correacolliercountyfl.qov Procurement Service's Customer JIRA Portal Under Florida Law, e-mail addresses are public records. If you do not want your e-mail address released in response to a public records request, do not send electronic mail to this entity. Instead, contact this office by telephone or in writing. 2 3/11/24,3:09 PM Detail by Entity Name DIVISION OF CORPORATIONS 1 J1v1'110,I of w:gefr;f!�J1,/.org rJr,,� �' !fil %Iirrrl ir1A1'u//'bow, 1:eb.ite Department of State / Division of Corporations / Search Records / Search by Entity Name / Detail by Entity Name Foreign Profit Corporation XYLEM WATER SOLUTIONS U.S.A., INC. Filing Information Document Number F11000004074 FEI/EIN Number 45-2080074 Date Filed 10/11/2011 State DE Status ACTIVE Last Event NAME CHANGE AMENDMENT Event Date Filed 01/10/2012 Event Effective Date NONE Principal Address 4828 Parkway Plaza Blvd Charlotte, NC 28217 Changed: 03/06/2024 Mailing Address 4828 Parkway Plaza Blvd Charlotte, NC 28217 Changed: 03/06/2024 Registered Agent Name&Address C T CORPORATION SYSTEM 1200 SOUTH PINE ISLAND ROAD PLANTATION, FL 33324 Officer/Director Detail Name&Address Title Director Pifer,Justin Allen 4828 Parkway Plaza Blvd Charlotte, NC 28217 Title VP https://search.sunbiz.org/Inquiry/CorporationSearch/SearchResultDetail?inquirytype=EntityName&d irectionType=1 nitial&searchNameOrder=XYLEMW... 1/5 3/11/24,3:09 PM Detail by Entity Name Title VP Pangrazzi, Richard 4828 Parkway Plaza Blvd Charlotte, NC 28217 Title VP Lawrence, Chad 4828 Parkway Plaza Blvd Charlotte, NC 28217 Title VP McNeill,Adam 4828 Parkway Plaza Blvd Charlotte, NC 28217 Title President McGann, Michael 4828 Parkway Plaza Blvd Charlotte, NC 28217 Title Director McGann, Michael 4828 Parkway Plaza Blvd Charlotte, NC 28217 Title VP Petraitis, Sean 4828 Parkway Plaza Blvd Charlotte, NC 28217 Title Vice President and Assistant Treasurer Carapella, Christopher 4828 Parkway Plaza Blvd Charlotte, NC 28217 Title Vice President and Secretary Pifer, Justin Allen 4828 Parkway Plaza Blvd Charlotte, NC 28217 Title VP https://search.sunbiz.org/I nquiry/CorporationSearch/SearchResultDetail?inquirytype=EntityName&d irectionType=Initial&searchNameOrder=XYLEMW... 3/5 GENERAL SERVICE AGREEMENT (NON-SOLICITATION) # 24-029-NS for Xylem Mixers, Pumps and Related Equipment, Products, and Services THIS AGREEMENT, made and entered into on this i? day of \uguc}r 20 24 , by and between Xylem Water Solutions U.S.A., Inc. authorized to do business in the State of Florida, whose business address is 4828 Parkway Plaza Blvd, Charlotte, NC 28217 (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 five ( 5 ) year period, commencing ; or DUI on October 1, 2024 and terminating on five ( 5 ) 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. ( ) additional 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 [■I Purchase Order 3. STATEMENT OF WORK. The Contractor shall provide services/products in accordance with the terms and conditions of this Agreement, '■1 Exhibit A — Scope of Services, attached to this Agreement I, Exhibit B — Fee Schedule, attached to this Agreement and made an integral part of this Agreement. Services/products acquired through this Agreement have been authorized through the approval of a ■ Single/Sole Source Waiver, 1 Other: Page 1 of 18 General Service Agreement Non-Solicitation [2024_ver.1] 3.1 This Agreement contains the entire understanding between the parties and any modifications to this Agreement shall be mutually agreed upon in writing by the Parties, in compliance with the County's Procurement Ordinance, as amended, and Procurement Procedures in effect at the time such services are authorized. 3.2 The execution of this Agreement shall not be a commitment to the Contractor to order any minimum or maximum amount. The County shall order items/services as required but makes no guarantee as to the quantity, number, type or distribution of items/services that will be ordered or required by this Agreement. 4. THE AGREEMENT SUM. Li • • • • Ate- . ., ■ The County shall pay the Contractor for the performance of this Agreement an estimated maximum amount of One Million Five Hundred Thousand Dollars ($ 1,500,000.00 ), per County fiscal year, based on units/services furnished per 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". n estimated maximum amount of ($ ), per County fiscal year, based on units/services furnished pursuant to the quoted priced offered by the Contractor in response to a specific Request fof • • • , • ., 4.1 Price Methodology (as selected below): I 1 Lump Sum (Fixed Price): A firm fixed total price offering for a project; the risks arc satisfaction of the County's project manager is authorized. Page 2 of 18 General Service Agreement Non-Solicitation [2024_ver.1] CAO • 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 company (or subcontractor) timekeeping or payroll records), material or equipment invoices, and other reimbursable documentation for the project. ■ Unit Price: The County agrees to pay a firm total fixed price (inclusive of all costs, including labor, materials, equipment, overhead, etc.) for a repetitive product or service delivered (i.e. installation price per ton, delivery price per package or carton, etc.). The invoice must identify the unit price and the number of units received (no contractor inventory or cost verification). 4.2 Any County agency may obtain services under this Agreement, provided sufficient funds are included in their budget(s). 4.3 Payments will be made for services furnished, delivered, and accepted, upon receipt and approval of invoices submitted on the date of services or within six (6) months after completion of the Agreement. Any untimely submission of invoices beyond the specified deadline period is subject to non-payment under the legal doctrine of "laches" as untimely submitted. Time shall be deemed of the essence with respect to the timely submission of invoices under this Agreement. 4.4 The County, or any duly authorized agents or representatives of the County, shall have the right to conduct an audit of Contractor's books and records to verify the accuracy of the Contractor's claim with respect to Contractor's costs associated with any Payment Application, Change Order, or Work Directive Change. 4-5 n • must be approved in advance in writing by the County. Travel expenses shall bo reimbursed as per Scot-ion 11-2.061 Im . rates: Mileage Breakfast $6700 Lunch $1-1.00 Ginner $40 Q Airfare Rental car Actual rental cost limited to compact or standard size vehicles Page 3 of 18 General Service Agreement Non-Solicitation [2024_ver.1] CAO • , , items will be paid only after Contractor has provided all receipts. Contractor shall be 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: Xylem Water Solutions U.S.A., Inc. Address: 5771 Country Lakes Dr. Ft. Myers, Florida Authorized Agent: Matthew Fisher, Treasurer Attention Name & Title: Chris Stewart Telephone: (239) 693-5228 E-Mail(s): Chris.Stewart@xylem.com All Notices from the Contractor to the County shall be deemed duly served if mailed or emailed to the County to: Board of County Commissioners for Collier County, Florida Division Director: Robert VonHolle Division Name: Wastewater Divison Address: 3339 Tamiami Trail E Naples, Florida 34112 Administrative Agent/PM: Donna Deeter Telephone: (239) 252-2622 E-Mail(s): Donna.Deeter@colliercountyfl.gov Page 4 of 18 General Service Agreement Non-Solicitation [2024_ver.1 -. CAO The Contractor and the County may change the above mailing address at any time upon giving the other party written notification. All notices under this Agreement must be in writing. 7. NO PARTNERSHIP. Nothing herein contained shall create or be construed as creating a partnership between the County and the Contractor or to constitute the Contractor as an agent of the County. 8. PERMITS: LICENSES: TAXES. In compliance with Section 218.80, F.S., all permits necessary for the prosecution of the Work shall be obtained by the Contractor. The County will not be obligated to pay for any permits obtained by Subcontractors. Payment for all such permits issued by the County shall be processed internally by the County. All non-County permits necessary for the prosecution of the Work shall be procured and paid for by the Contractor. The Contractor shall also be solely responsible for payment of any and all taxes levied on the Contractor. In addition, the Contractor shall comply with all rules, regulations and laws of Collier County, the State of Florida, or the U. S. Government now in force or hereafter adopted. The Contractor agrees to comply with all laws governing the responsibility of an employer with respect to persons employed by the Contractor. 9. NO IMPROPER USE. The Contractor will not use, nor suffer or permit any person to use in any manner whatsoever, County facilities for any improper, immoral or offensive purpose, or for any purpose in violation of any federal, state, county or municipal ordinance, rule, order or regulation, or of any governmental rule or regulation now in effect or hereafter enacted or adopted. In the event of such violation by the Contractor or if the County or its authorized representative shall deem any conduct on the part of the Contractor to be objectionable or improper, the County shall have the right to suspend the Agreement of the Contractor. Should the Contractor fail to correct any such violation, conduct, or practice to the satisfaction of the County within twenty-four (24) hours after receiving notice of such violation, conduct, or practice, such suspension to continue until the violation is cured. The Contractor further agrees not to commence operation during the suspension period until the violation has been corrected to the satisfaction of the County. 10. TERMINATION. Should the Contractor be found to have failed to perform his services in a manner satisfactory to the County as per this Agreement, the County may terminate said Agreement for cause; further the County may terminate this Agreement for convenience with a thirty (30) day written notice. The County shall be the sole judge of non-performance. In the event that the County terminates this Agreement, Contractor's recovery against the County shall be limited to that portion of the Agreement Amount earned through the date of termination. The Contractor shall not be entitled to any other or further recovery against the County, including, but not limited to, any damages or any anticipated profit on portions of the services not performed. Page 5 of 18 General Service Agreement Non-Solicitation [2024_ver.]] 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. IN 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 $500,000 Per Occurrence, Combined Single Limit for Bodily Injury Liability and Property Damage Liability. This shall include: Owned Vehicles, Hired and Non-Owned Vehicles and Employee Non-Ownership. C. I.I Workers' Compensation: Insurance covering all employees meeting Statutory Limits in compliance with the applicable state and federal laws. The coverage must include Employers' Liability with a minimum limit of $500,00 for each accident. D. I I this insurance. Such insurance shall have limits of not loss than $ each claim and aggregate. E. I-1 • F. : Coverage shall have minimum limits of$ per claim. G. ❑ • -Gev t aged ail H. 1 : Coverage shall have minimum limits of$ per claim. Special Requirements: Collier County Board of County Commissioners, 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. Page 6 of 18 General Service Agreement Non-Solicitation [2024_ver.1] CAO Current, valid insurance policies meeting the requirement herein identified shall be maintained by Contractor during the duration of this Agreement. The Contractor shall provide County with certificates of insurance meeting the required insurance provisions. Renewal certificates shall be sent to the County thirty (30) days prior to any expiration date. Coverage afforded under the policies will not be canceled or allowed to expire until the greater of: thirty (30) days prior written notice, or in accordance with policy provisions. Contractor shall also notify County, in a like manner, within twenty-four (24) hours after receipt, of any notices of expiration, cancellation, non-renewal or material change in coverage or limits received by Contractor from its insurer, and nothing contained herein shall relieve Contractor of this requirement to provide notice. Contractor shall ensure that all subcontractors comply with the same insurance requirements that the Contractor is required to meet. 13. INDEMNIFICATION. To the maximum extent permitted by Florida law, the Contractor shall defend, indemnify and hold harmless Collier County, its officers and employees from any and all liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys' fees and paralegals' fees, whether resulting from any claimed breach of this Agreement by Contractor, any statutory or regulatory violations, or from personal injury, property damage, direct or consequential damages, or economic loss, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the Contractor or anyone employed or utilized by the Contractor in the performance of this Agreement. This indemnification obligation shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may be available to an indemnified party or person described in this paragraph. This section does not pertain to any incident arising from the sole negligence of Collier County. 13.1 The duty to defend under this Article 13 is independent and separate from the duty to indemnify, and the duty to defend exists regardless of any ultimate liability of the Contractor, County and any indemnified party. The duty to defend arises immediately upon presentation of a claim by any party and written notice of such claim being provided to Contractor. Contractor's obligation to indemnify and defend under this Article 13 will survive the expiration or earlier termination of this Agreement until it is determined by final judgment that an action against the County or an indemnified party for the matter indemnified hereunder is fully and finally barred by the applicable statute of limitations. 14. AGREEMENT ADMINISTRATION. This Agreement shall be administered on behalf of the County by the Wastewater Division 15. CONFLICT OF INTEREST. Contractor represents that it presently has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of services required hereunder. Contractor further represents that no persons having any such interest shall be employed to perform those services. Page 7 of 18 General Service Agreement Non-Solicitation [2024_ver. CAO 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: , • Insurance Certificate(s), Ill Exhibit A Scope of Services, Exhibit B Fee Schedule, • subsequent quotes, and Gth-ef Exhibit/Attachment 17. APPLICABILITY. Sections corresponding to any checked box ( ■ ) expressly apply to the terms of this Agreement. 18. SUBJECT TO APPROPRIATION. It is further understood and agreed by and between the parties herein that this Agreement is subject to appropriation by the Board of County Commissioners. 19. PROHIBITION OF GIFTS TO COUNTY EMPLOYEES. No organization or individual shall offer or give, either directly or indirectly, any favor, gift, loan, fee, service or other item of value to any County employee, as set forth in Chapter 112, Part III, Florida Statutes, Collier County Ethics Ordinance No. 2004-05, as amended, and County Administrative Procedure 5311. Violation of this provision may result in one or more of the following consequences: a. Prohibition by the individual, firm, and/or any employee of the firm from contact with County staff for a specified period of time; b. Prohibition by the individual and/or firm from doing business with the County for a specified period of time, including but not limited to: submitting bids, RFP, and/or quotes; and, c. immediate termination of any Agreement held by the individual and/or firm for cause. 20. COMPLIANCE WITH LAWS. By executing and entering into this Agreement, the Contractor is formally acknowledging without exception or stipulation that it agrees to comply, at its own expense, with all federal, state and local laws, codes, statutes, ordinances, rules, regulations and requirements applicable to this Agreement, including but not limited to those dealing with the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either may be amended, 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: Communications, Government and Public Affairs Division 3299 Tamiami Trail East, Suite 102 Naples, FL 34112-5746 Telephone: (239) 252-8999 Email: PublicRecordRe uest( colliercountvfl.gov Page 8 of 18 General Service Agreement Non-Solicitation [2024_ver.1 CPO The Contractor must specifically comply with the Florida Public Records Law to: 1. Keep and maintain public records required by the public agency to perform the service. 2. Upon request from the public agency's custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. 3. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the Contractor does not transfer the records to the public agency. 4. Upon completion of the contract, transfer, at no cost, to the public agency all public records in possession of the Contractor or keep and maintain public records required by the public agency to perform the service. If the Contractor transfers all public records to the public agency upon completion of the contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the contract, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the public agency, upon request from the public agency's custodian of public records, in a format that is compatible with the information technology systems of the public agency. If Contractor observes that the Contract Documents are at variance therewith, it shall promptly notify the County in writing. Failure by the Contractor to comply with the laws referenced herein shall constitute a breach of this Agreement and the County shall have the discretion to unilaterally terminate this Agreement immediately. 21. OFFER EXTENDED TO OTHER GOVERNMENTAL ENTITIES. Collier County encourages and agrees to the successful Contractor extending the pricing, terms and conditions of this solicitation or resultant Agreement to other governmental entities at the discretion of the successful Contractor. 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 Page 9 of 18 General Service Agreement Non-Solicitation [2024_ver.1] cA0 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 a 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, materials, and shall leave the Project site clean. 24. STANDARDS OF CONDUCT: PROJECT MANAGER, SUPERVISOR, EMPLOYEES. The Contractor shall employ people to work on County projects who are neat, clean, well-groomed and courteous. Subject to the American with Disabilities Act, Contractor shall supply competent employees who are physically capable of performing their employment duties. The County may require the Contractor to remove an employee it deems careless, incompetent, insubordinate or otherwise objectionable and whose continued employment on Collier County projects is not in the best interest of the County. 25. ❑■ 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 Page 10 of 18 General Service Agreement Non-Solicitation [2024_ver.1] 0,0 of such replacement or repair. These warranties are in addition to those implied warranties to which the County is entitled as a matter of law. 26. ❑ TESTS AND INSPECTIONS. If the Contract Documents or any codes, laws, requires any portion of the Work to be specifically inspected, tested or approved, acceptable to the County. 27. I I . of any such loss or damage until final payment has been made. If Contractor or contractors, Contractor shall be charged with the same, and any monies ncccs..,ary to replace such lose or damage shall be deducted from any amounts due to Ge tractor. Work or adjacent property to stresses or pressures that will endanger it. Contractor is legally liable, disturbs the County's benchmarks, Contractor shall immediately notify the County. The County shall rc establish the benchmarks and 28. SUBMITTALS AND SUBSTITUTIONS. Any substitution of products/materials form 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. Page 11 of 18 General Service Agreement Non-Solicitation [2024_ver.1] 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. I 1 . persons will be utilized in the performance of the Agreement. The Contractor shall assign • 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, Page 12 of 18 General Service Agreement Non-Solicitation [2024_ver.1], • GPo and/or the County's Board approved Executive Summary, the Contract Documents shall take precedence. the Agreement, the conflict shall be resolved by imposing the more strict or costly 36. ASSIGNMENT. Contractor shall not assign this Agreement or any part thereof, without the prior consent in writing of the County. Any attempt to assign or otherwise transfer this Agreement, or any part herein, without the County's consent, shall be void. If Contractor does, with approval, assign this Agreement or any part thereof, it shall require that its assignee be bound to it and to assume toward Contractor all of the obligations and responsibilities that Contractor has assumed toward the County. 37. SECURITY. The Contractor is required to comply with County Ordinance 2004-52, as amended. Background checks are valid for five (5) years and the Contractor shall be responsible for all associated costs. If required, Contractor shall be responsible for the costs of providing background checks by the Collier County Facilities Management Division for all employees that shall provide services to the County under this Agreement. This may include, but not be limited to, checking federal, state and local law enforcement records, including a state and FBI fingerprint check, credit reports, education, residence and employment verifications and other related records. Contractor shall be required to maintain records on each employee and make them available to the County for at least four (4) years. All of Contractor's employees and subcontractors must wear Collier County Government Identification badges at all times while performing services on County facilities and properties. Contractor ID badges are valid for one (1) year from the date of issuance and can be renewed each year at no cost to the Contractor during the time period in which their background check is valid, as discussed below. All technicians shall have on their shirts the name of the contractor's business. The Contractor shall immediately notify the Collier County Facilities Management Division via e-mail (DL-FMOPS(acolliercountyfl.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. Page 13 of 18 General Service Agreement Non-Solicitation [2024 ver.1�] CAo 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. (Remainder of page intentionally left blank -signature page to follow) Page 14 of 18 General Service Agreement Non-Solicitation [2024_ver.1] cp,0 Docusign Envelope ID:9333033F-C84F-4759-AEC3-B03F9DBA4C51 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 COLLIER COUNTY, FLORIDA Crystal K. Kinzel, Clerk of the Circuit Court and Comptroller G; By. ib'p. By: tes Chris all , Chairman Ls�gnature only Da ted: i l�`'( (SEAL) Contractor's Witnesses: Xylem Water Solutions U.S.A., Inc. Contractor DocuSigned by: �DocuSigned by: i / t PAry- _ ,.7„o,y oot�o y DA5772D083SO4CC... Contractor's First Witness Iq nature Richar `Pangrazzi Sr. Director of Sales, EWDS, Christopher Stewart TType/print signature and titleT TType/print witness nameT ,-DocuSigned by: SlAsaln. bulfan, may„s�tt�ton«e Contractor's Second Witness Susan Button TType/print witness nameT Ap d as to F► nd v Legality: r .. l 'Q,p„,.9' Co my Attorney .Su sic' IL e L-, Print Name Page 15 of 18 General Service Agreement Non-Solicitation [2024 ver.1] — GAO Exhibit A Scope of Services 1following this page (pages 1 through 1 ) ❑ this exhibit is not applicable Page 16 of 18 General Service Agreement Non-Solicitation [2024_ver1l] CAO EXHIBIT A SCOPE OF SERVICES Contractor agrees to provide process mixers, submersible pumps, grit and internal recycling dry pit submersible sumps, repair and replacement parts, and services for uninterrupted pumping capability throughout the utility system at the established rates and fees outlined in Exhibit B Fee Schedule of this Agreement. Shipping charges shall be paid at cost with documentation provided with invoice. Page 1 of 1 Exhibit A—Scope of Services GAO Exhibit B Fee Schedule W following this page (pages 1 through 1 ) this exhibit is not applicable Page 17 of 18 General Service Agreement Non-Solicitation [2024_ver.1] tcpO EXHIBIT B — FEE SCHEDULE Item Description Percent Mark-Down from MSRP 1 Flygt Pumps 10% 2 Flygt Parts 10% Item Services UOM 3 Labor Rate for Repairs $126.00/hourly 4 Environmental Fee 1 to 10 Hp $49.50/each 5 Environmental Fee 11 to 50 Hp $81.00/each 6 Environmental Fee Greater than $106.00/each 51 Hp Item Services Percent Mark-Down from MSRP 7 Flange Drilling Services 10% GAO Other Exhibit/Attachment Description: Addendum #1 to Collier County Purchase Order Terms and Conditions n following this page (pages through ) ❑ this exhibit is not applicable Page 18 of 18 General Service Agreement Non-Solicitation [2024_ver.1] Docusign Envelope ID:9333033F-C84F-4759-AEC3-B03F9DBA4C51 AGREEMENT 24-029-NS ADDENDUM # 1 TO COLLIER COUNTY'S PURCHASE ORDER TERMS AND CONDITIONS The following changes to the above referenced Collier County Purchase Order Terms and Conditions have been mutually agreed to by Xylem Water Solutions U.S.A.,Inc., 14125 South Bridge Circle,Charlotte,NC 28273 and the Collier County Board of County Commissioners. This addendum shall only be effective as to the County's standard Purchase Order Terms and Conditions Reviewed 08/10/23. The additions are shown herein by underlining; deletions are shown by strikcthr h . ADD: SECTION 20. COUNTY and VENDOR waive against each other,and against the other's officers,directors,members,partners, and employees any and all claims for or entitlement to special, incidental, indirect, punitive, or consequential damages, loss of use, loss of profits and revenue,and loss of reputation arising out of,resulting from, or related to the Contract. Further, with the exception of VENDOR'S indemnity obligations under Article 10, the parties agree that the total liability of each party to the other for claims, costs, losses, and damages arising from this Contract shall be limited to the amount established in the Agreement as the Contract Price. The foregoing cap on liability does not apply to or limit any claim by either party against the other based on the following:(a)costs, losses, or damages asserted by third parties for destruction of tangible property, bodily injury, sickness, disease, or death or(b) gross negligence or willful misconduct. Collier County's liability is subject to the limits of Section 768.28, Fla. Stat. ATTEES,T:, BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA ,;Crystal K.,Kinztj, Clerk of the Circuit Court and Comptroller By: RA,P-- „ky signature only Chris 1, Chairman Dated: b (SEAL) Contractor's Witnesses: Xylem Water Solutions U.S.A., Inc. ,-DocuSigned by: Docu5igoed by: ClaiSfOrLr Sfuvav{- By f dtr4 PawrAni Contractor's First Witness Ri cha ignaor t grazzi Christopher Stewart TType/print signature and titleT TType/print witness nameT noocuSIgned by: SUStUA, 154toln, Cosan Bntractou r's on Second Witness u TType/print witness nameT roved a o a L ality: (:),A) Scott R.Teach, Deputy County Attorney