#24-056-NS (TriNova, Inc.) GENERAL SERVICE AGREEMENT (NON-SOLICITATION)
#24-056-NS
for
ProMinent Equipment Products and Services
THIS AGREEMENT, made and entered into on this 22_ day of Ockober 20 zy , by
and between TriNova, Inc.
authorized to do business in the State of Florida, whose business address is
4485 Laughlin Drive South, Mobile, Alabama 36693 (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 ICI upon the date of Board approval; or I on and.
terminating on ( ) year(s-friar--that date or until ill-outstanding Purchase
Orders-}-sued prior--to--the-expiration-of4heAg moment-period-have been-completed-or
terminated:..
The County may, at its discretion and with the sensed of the Contractor, renew the
( ) additional ( ) year(s) periods. The County shall give the
therind�f tho greement torm thon_in a ffee
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 I I Notice to ,Proceed
3. STATEMENT OF WORK. The Contractor shall provide services/products in accordance
with the terms and conditions of this Agreement, IN Exhibit A — Scope of Services,
attached to this Agreement III 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, Exemption from the Competitive Process;
n Other:.
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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 G'ot:RV--shall-..pay--t a'tma'e'to.l:4ef he".perfocmance.'.of'"t is reement based- n
Exhibit-a- Fee-Schedule;--attached--hereto-and the--price--methodofog-y-_.as--defined-in
Sects . . ll- e--maepon eip-t-of-a-proper-lnVoice_and..upon-app.rov-a.l
by-the-you ty's-Oentact ^,dr inistr-ative--Agent/Pr-oject_Ma aagefran'd-ll compliance-with
Ghaptef--24 ;-Fla. State., otherwise-known-as the "Local-Government-Prompt-Payment
Act".
■ The County shall pay the Contractor for the performance of this Agreement an
estimated maximum amount of up to One Hundred Thousand Dollars
($ 100,000 ), 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". 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.
❑ The--County.sha pay the Contractor--fo'r--the-peiformance 'ef---this..-Agreement--air
int of
(4- );per County,-fiscal-yyear;-bayred-on-o o-ts/servic-es"-fu'r-n'isl ed-po cant
to-the--quoted--"priced offered by- case' to-a-specifie-1 e guest-for
Quotation"and pursuant to Price Methodology-in.Section 4. 1:payment"will-be'-fad'e'-upo'R
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):
❑ hump-Surd (Fixed Price);-A-firm fxed--total-price-a#fer g---fovea-preject-the- sks--are
traasferrcd from-the-County t iness-practice-there are^ a
-o hourly material invoices presented;--rather, the contcmotor- ust--- aerform-'to'-the
,rat anty's-"'project manager e ftxe'd prie'ciorltra"ct
iuyv
ls-"authorized':
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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.
n 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 • Travel and Reimbursable Expenses: Travel and Reimbursable Expenses
must be approved in advance in writing by the County. Travel expenses shall be
reimbursed as per Section 112.061 Fla. Stats. Reimbursements shall be at the following
rates:
Mileage $0.44.5 per mile
Breakfast $6.00
Lunch $11.00
Dinner $19.00
Airfare Actual ticket cost limited to tourist or coach class fare
Rental car Actual rental cost limited to compact or standard-size
vehicles
Lodging Actual cost of lodging at single occupancy rate with a cap of
no more than $150.00 per night
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Parking I,CtUa! cost of""parking
or Airport Limousine Actual cost of,either. airport limousine.
Reimbursable
TaxiVI Airport LIII IVUJ11 lli 1' / \V aI rU�U�I�pVVJI of rV either taxi or airport l limousine
1�1V � p
1\eimbursaIb/llpe items other than-tram l-expeR.�.4es shall
bey limited to[-�."t11 4e!loo�YVing: t�elephon\.
long distance-charges, fax c! A'r"ges-,—photoccpyiR"g ehorges and-postage: Reimbursable
items il....FbJt,.^'...,paid only after-Contractor`:,•has,,,prov/ided..all....'.receipts. Contractor-shall-bej
responsible- fore all other costs-and-expenses associated with-activities and-solicitations
undertaken pursuant to this Agreement:
5. SALES TAX. Contractor shall pay all sales, consumer, use and other similar taxes
associated with the Work or portions thereof, which are applicable during the performance
of the Work. Collier County, Florida as a political subdivision of the State of Florida, is
exempt from the payment of Florida sales tax to its vendors under Chapter 212, Florida
Statutes, Certificate of Exemption # 85-8015966531 C.
6. NOTICES. All notices from the County to the Contractor shall be deemed duly served if
mailed or emailed to the Contractor at the following:
Company Name: TriNova, Inc.
Address: 4485 Laughlin Drive South
Mobile, Alabama 36693
Authorized Agent: Robert Watson
Attention Name & Title: President and CEO
Telephone: (251) 378-7837
E-Mail(s): robbie@trinovainc.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
Address: 3299 Tamiami Trail East
Naples, Florida 34112
Administrative Agent/PM: Frank lnzano
Telephone: (239) 252-2597
E-Mail(s): frank.inzano@colliercountyfl.gov
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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.
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11. NO DISCRIMINATION. The Contractor agrees that there shall be no discrimination as to
race, sex, color, creed or national origin or any other class protected by federal or Florida
law.
12. INSURANCE. The Contractor shall provide insurance as follows:
A. ❑■ Commercial General Liability: Coverage shall have minimum limits of
$ 1,000,000 Per Occurrence, $ 1,000,000 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.
❑ Liability+ Coverage shall have 4imits of
$ Per Occurrence, Combined Single Limit for Bodily Injury Liability and
Property Damage Liability. This shall include: Owned Vehicles, Hired and Non-Owned
Vehicles and Employee Non-Ownership.
C. • Workers' Compensation: Insurance covering all employees meeting Statutory
Limits in compliance with the applicable state and federal laws.
The coverage must include Employers' Liability with a minimum limit of$500,000
for each accident.
D. ❑
liability for claims arising out of the performance of professional services under this
this insurance. Such insurance shall have limits of not less than $ each
E. •Cyber Liability: Coverage shall have minimum limits of$1,000,000 per claim.
❑ Technology Errors & Omissions : Coverage shall
have minimum limits of$1,00'\00o per claim.
G. ❑ — : Coverage shall
have minimum limits of$ per claim.
i- ❑ — : 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.
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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 PUD 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.
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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, n Exhibit B Fee Schedule, ■ subsequent quotes, and [ I Other
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: PublicRecordRequest(�'ya.colliercountyfl.gov
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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
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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. ■ CLEAN UP. Contractor agrees to keep the Project site clean at all times of debris,
rubbish and waste materials arising out of the Work. At the completion of the Work,
Contractor shall remove all debris, rubbish and waste materials from and about the Project
site, as well as all tools, appliances, construction equipment and machinery and surplus
materials, and shall leave the Project site clean.
24. STANDARDS OF CONDUCT: PROJECT MANAGER, SUPERVISOR, EMPLOYEES.
The Contractor shall employ people to work on County projects who are neat, clean,
well-groomed and courteous. Subject to the American with Disabilities Act, Contractor
shall supply competent employees who are physically capable of performing their
employment duties. The County may require the Contractor to remove an employee it
deems careless, incompetent, insubordinate or otherwise objectionable and whose
continued employment on Collier County projects is not in the best interest of the County.
25. F. 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
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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,
ordinances, rules or regulations of any public authority having jurisdiction over the Project
requires any portion of the Work to be specifically inspected, tested or approved,
Contractor shall assume full responsibility therefore, pay all costs in connection therewith
and furnish to the County the required certificates of inspection, testing or approval. All
inspections, tests or approvals shall be performed in a manner and by organizations
acceptable to the County.
27. UI PROTECTION OF WORK.
A. Contractor shall fully protect the Work from loss or damage and shall bear the cost
of any such loss or damage until final payment has been made. If Contractor or
anyone for whom Contractor is legally liable is responsible for any loss or damage
to the Work, or other work or materials of the County or County's separate
contractors, Contractor shall be charged with the same, and any monies necessary
to replace such loss or damage shall be deducted from any amounts due to
Contractor.
B. Contractor shall not load nor permit any part of any structure to be loaded in any
manner that will endanger the structure, nor shall Contractor subject any part of the
Work or adjacent property to stresses or pressures that will endanger it.
C. Contractor shall not disturb any benchmark established by the County with respect
to the Project. If Contractor, or its subcontractors, agents or anyone, for whom
Contractor is legally liable, disturbs the County's benchmarks, Contractor shall
immediately notify the County. The County shall re-establish the benchmarks and
Contractor shall be liable for all costs incurred by the County associated therewith.
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.
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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] KEY...,.PERSONNEL:The_Contractors--personnel..'..and-managemen,t to,..bee" utilizecd-for-
this in their-areas••ef--expertise:-••••The..-County-reserves-the
right-to....pe.Ffefm..investigatons,,.-as..may-be,,...da.emed_necessa,ry-..to,.,..e.nsure---that,.,competent
persons-will-be-utili-zed in the-performance-ofall-assign
as-many people as--necessary-Ito-complete--the-seMces-on_.a-tir-nefy-basis,...and-each-perm
assigned_.shall-be-available for--an--arrzount--of time-adec ua-te to-meet-tl e-requi-reu"servie-e
dates-.-The-Contractor-shall-not-change Key Personnel-unless-the--fol owing-conditions-are
met---(1""-}---Proposed-replacements-have-...substantiallythe.._same_-or__better-q:ualifications
a-nd/or experience. (2) that the Countyis-notified in writing as-far in-advance as-possible:
The° C'®ntractor shall_make commercially reasonable efforts to--notify Collier County-within
�" "" VIVI shall 11-I make commercially I�IVI reasonable
seven a-„da ys of the change. The County retains final approval of proposed replacement
-�"� ItwYJ vl [I I\.. I tY NN cni.t -NI proposed
personnel:
n 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,
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and/or the County's Board approved Executive Summary, the Contract Documents shall
take precedence.
n ORDER.OF PRECEDENCE (Grant-Funded).---In-thee even. -anj9. enfU"Gt-betweenor
among"the,.terms.of,,any-of.the Contrae Documents"and/orthe»,County°s"hoard"approved
ExecuExecutive...Scy'�. 4erms of-the-Agreement-shall take pierce ce-over-th -term of
tive ll , 1I I IJ V' 7
all"'ot"YeF Centrae-t-Deeuments, except the-terms-of any-Supplemental-Conditions shall take
precedence--aver the---Agreement:-To-the„-extent'an-y-conflict-in--the"_teals--of--tl e--Goner act
Documents...cannot..-be_resolved-..>by....application,of-the Supplemental-Condati ;_..lf...any,-.or
the--Agreement;---the-can tiot-.shah-- e-resolved--by--imposing--the-more-strict--or--costly
obligation under-the-Contract Documents-upon-the Contractor at-County's"'discretion.
36. ASSIGNMENT. Contractor shall not assign this Agreement or any part thereof, without
the prior consent in writing of the County. Any attempt to assign or otherwise transfer this
Agreement, or any part herein, without the County's consent, shall be void. If Contractor
does, with approval, assign this Agreement or any part thereof, it shall require that its
assignee be bound to it and to assume toward Contractor all of the obligations and
responsibilities that Contractor has assumed toward the County.
37. SECURITY. The Contractor is required to comply with County Ordinance 2004-52, as
amended. Background checks are valid for five (5) years and the Contractor shall be
responsible for all associated costs. If required, Contractor shall be responsible for the
costs of providing background checks by the Collier County Facilities Management
Division for all employees that shall provide services to the County under this Agreement.
This may include, but not be limited to, checking federal, state and local law enforcement
records, including a state and FBI fingerprint check, credit reports, education, residence
and employment verifications and other related records. Contractor shall be required to
maintain records on each employee and make them available to the County for at least
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(a�colliercountyfl.gov) whenever an employee assigned to Collier
County separates from their employment. This notification is critical to ensure the
continued security of Collier County facilities and systems. Failure to notify within four (4)
hours of separation may result in a deduction of$500 per incident.
Collier County Sheriff's Office (CCSO) requires separate fingerprinting prior to work being
performed in any of their locations. This will be coordinated upon award of the contract. If
there are additional fees for this process, the Contractor is responsible for all costs.
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38. Ii 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)
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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 atad^Comptroller
By: /� L B (1/1/4kt(
� Cr6y Y'
i Dated: l�O 'a. 2.4
•
�`i,. (S AL Attesras to Clrairman's Chris Hall, Chairman
i_ signature only
Contractor's Witnesses: TrlNova,Inc.
Contractor
"--/___
Cont4‘, 1(1W1tV\P - By: --ei Zie.
/ actor's First Witness S ii/(L natu e 1� //) �/]A..,,,, 4 /`
(AA, COS ► 1 TType/print signature and titleT
TType/print witness name
ThkilYa, 13 1141,06Y1
Contractor's Second itness
Oe ra.. I0. :hvh v1Swn
TType/print witness name
pro ed s t o m d Legality:
L
Count ttorney
Prin Name
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'r1()
Exhibit A
Scope of Services
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Exhibit A
Scope of Services
Contractor shall provide ProMinent Metering Pumps and Fluoride Analyzers and associated
products and services:
Device Integration:
This agreement includes Ethernet/IP communication on all E+H flow and analytical instruments,
where required, to interface with the County's existing and proposed SCADA system.All flow and
analytical instruments will be equipped with the E+H Heartbeat Calibration Condition Verification
software, and internal web server, that will export a pdf Certification Report, for quality control and
regulatory compliance.
Extended Warranty on Devices:
E+H is including a 5-year factory extended warranty per instrument, through our Commissioning
Services with Extended Warranty purchase:
• 1 year of warranty upon purchasing a unit.
• An additional 4 years by having a technician come start up and commission
the unit for a total of 5 years warranty per instrument.
Shipping charges must be identified at the time of providing a quote and shall be paid at cost with
documentation provided with invoice.
Price increase requests may be submitted annually (365 days from the agreement anniversary
date) in writing via email to the County's Contract Representative no less than thirty (30) days
before the contract anniversary date.
Price increases shall not exceed the 12-month Consumer Price Index for all Urban Consumers
(CPI-U) as published by the U.S. Bureau of Labor Statistics. Price increase requests are not
guaranteed, and requests review may take over sixty (60) days to complete. The Contractor shall
continue to fill all purchase orders received at the current agreement prices during the review
process.
The County reserves the right to accept or reject the request for a price increase. Any approved
price increases shall become effective as of the anniversary date or upon Procurement
Director/Board approval and executed of an amendment to Exhibit B—Fee Schedule. Retroactive
price adjustments are not authorized.
The Procurement Director has the authority to approve price adjustments in accordance with the
Procurement Ordinance, as amended.
Price decreases shall also be passed on to the County's Contract Representative and do not
require verification. Decreases become effective immediately.
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Exhibit B
Fee Schedule
• following this page (pages I through 1 )
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EXHIBIT B
FEE SCHEDULE
Discount Structure:
All product keys and root order codes of Endress+Hauser instrumentation purchased through TriNova
has a set discount% of 5%off list price.
Start-up and Commissioning Hourly Rates:
Time on site will be recorded.
• Hourly Rate $177.50
• Single Day 4 hours minimum
Additional Expenses:
• Mileage
• Travel
• Per diem
Emergency Callout
• Hourly Rate for After Hours Weekdays (4:30pm - 7:30am [next day]) $266.25
• Saturday Hourly Rate$266.25
• Sunday Hourly Rate$355
Extended Warranty XD21 US
• $2,300
Time-based Commissioning Service for Model no. XD21BL-ABA64J:
• Preparation and standard travel time: included in the base price
• Standard labor time: 1 x 8h
• Surcharges: not selected
• Extended Factory Warranty: 1 x instrument/s (up to 6-8 per day), 4 additional years after shipment
date (5 years in total), in workshop
• Commissioning Level: 1 x Basic: Device Inspection, configuration, provision of parameter files+
explanation of operations and maintenance.
• Additional travel expenses: 100 x Roundtrip mileage (travel hours included)
• To ensure optimal device performance, a factory trained Service Technician will ensure optimum set-
up and perform initial checks.All results are documented in final service reports.
Other Exhibit/Attachment
Description:
following this page (pages through )
this exhibit is not applicable
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