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#24-8246 (U.S. Water Services Corporation) FIXED TERM SERVICE MULTI-CONTRACTOR AWARD AGREEMENT #24-8246 for: Lift Station Preventative Maintenance and Repairs THIS AGREEMENT, made and entered into on this d,a. day of OC1-0IOfY 2O , by and between U.S. Water Services Corporation authorized to do business in the State of Florida, whose business address is 4939 Cross Bayou Boulevard, New Port Richey, FL 34642 , (the "Contractor") and Collier County, a political subdivision of the State of Florida, (the "County"): WITNESS ETH: 1. AGREEMENT TERM. The Agreement shall be for a three ( 3 ) year period, commencingi( I■� upon the date of�Board approval; or,date and terminating ( '*-on \ ea-FM —that date or'until ail-outstanding Purchase Order(s) issued"prior-to-the-expiration-of the-Agreement-per iod..,,h_ave-been completed leted or terminated, The County may, at its discretion and with the consent of the Contractor, renew the Agreement under all of the terms and conditions contained in this Agreement for two ( 2 ) additional one ( 1 ) year(s) periods. The County shall give the Contractor written notice of the County's intention to renew the Agreement term prior to the end of the Agreement term then in effect. The County Manager, or his designee, may, at his discretion, extend the Agreement under all of the terms and conditions contained in this Agreement for up to one hundred and eighty (180) days. The County Manager, or his designee, shall give the Contractor written notice of the County's intention to extend the Agreement term prior to the end of the Agreement term then in effect. 2. COMMENCEMENT OF SERVICES. The Contractor shall commence the work upon issuance of a ❑■ Purchase Order ❑ Notice to Proceed. 3. STATEMENT OF WORK. The Contractor shall provide services in accordance with the terms and conditions of Requestfer-Proposal (RFP) ■ Invitation to Bid (ITB) Other _ _ ) # 24-8246 including all Attachment(s), Exhibit(s) and Addenda and the Contractor's proposal referred to herein and made an integral part of this Agreement. ■ The Contractor shall also provide services in accordance with Exhibit A — Scope of Services attached hereto. Page 1 of 17 Fixed Term Service Multi-Contractor Agreement [2024_ver.I] 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 procedure for obtaining Work under this Agreement is outlined in Exhibit A - Scope of Services attached hereto. 8.37 The procedure-for roc re-fcr obtaining-Work,....unde this-Agreement--is outlined-in ed �._ n Other Exhibit/Attachment: -- ❑The County reserves the right to specify-in each Request-for Quotations:the period of-completion; collection of liquidated damages in the event of late completion; and the Price Methodology selected in 4.1. 4. THE AGREEMENT SUM. The County shall pay the Contractor for the performance of this Agreement based on Exhibit B- Fee Schedule, attached hereto and the price methodology as defined in Section 4.1. Payment will be made upon receipt of a proper invoice and upon approval by the County's Contract Administrative Agent/Project Manager, and in compliance with Chapter 218, Fla. Stats., otherwise known as the "Local Government Prompt Payment Act". 4.1 Price Methodology (as selected below): ❑ Lump Sum (Fixed Price): A firm fixed total price offering fora project; the risks are transferred-from-the-County to the'contractor; and, as a-.bu inese-practice"there"ore no hourly—or—material,,.-invoices resented;_rat.per,-the-co. r p the th cior�ti,.,�Ftor-'must_l�er orr�f""""tv.._t,,�^". satisfaction of-the County's project-manager-before._.payfi e>I'4"W he'fixed."."price-contract ..aN Uviuvuvi� is-authorized: n 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). Page 2 of 17 Fixed Term Service Multi-Contractor Agreement [2024_ver.1] 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 ❑ (check-if applicable av -and-••Re'im"b'u'rseble-Expenses:- vela Reimbursable-Expenses must_ba....approved in advance-in._.vvrr by,,.,,tf -Corey:---T 1 must IIAJL be expenses-shall..be-reimbursed-as-pei-Sermon 112.061 Flar-Stats, Reimbursements-shall-be--at-the-following-rates: Mileage $044.5 per mile Breakfast S6700 lureh S11,00 Dinner $4-9,00 Airfare Actual--tleket cost limited-to' tourist.or--eo.ch Glass-fare Rental-ear Aeta al resat-al---eest---limited--•-4e-eo paot _-or standard-size-vehicles Lodging Aet- loost•-of1od --at-si wlca.p...ofo--more than--$1 59:00-pe1 -night Parking Actual-cost-of parking Taxi-or-Airport Limousine Actual-cost--ef eithertaxi-or-airpert'l:mou'sine Reimbursable items-other than travel expenses shall be limited to the following 'telephone long-elistanee charges,--fax charges, photocopying charges and postage,--Reimbursable ite a will-be-paid only after Contractor-has provided-all-feeeipts:-- r sponslble. "a.11..o+her-'costs-and--expenses-asssociated•'•�ctivities-wad--•solicit IV for F.11 VCI /� VI Ci l � IIVII ations undertaken"pursue"nt-te-this i s-Ag re em e n+ I IIJ ��.V11 i l..l �: 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. Page 3 of 17 Fixed Term Service Multi-Contractor Agreement [2024_ver.1] CAQ 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: U.S. Water Services Corporation Address: 4939 Cross Bayou Boulevard, New Port Richey, FL 34642 Authorized Agent: Edward Mitchell Attention Name & Title: Vice President Telephone: 866-753-8292 E-Mail(s): emitchell@uswatercorp.net 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: John McCormick Division Name: Facilities Management Address: 3335 Tamiami Trail E. Suite 101 Facilities Mgmt. Building W, Naples FL, 34112 Administrative Agent/PM: Todd Fiedorowicz Telephone: 239-252-5857 E-Mail(s): todd.fiedorowicz@colliercountyfl.gov The Contractor and the County may change the above mailing address at any time upon giving the other party written notification. All notices under this Agreement must be in writing. 7. NO PARTNERSHIP. Nothing herein contained shall create or be construed as creating a partnership between the County and the Contractor or to constitute the Contractor as an agent of the County. 8. PERMITS: LICENSES: TAXES. In compliance with Section 218.80, F.S., all permits necessary for the prosecution of the Work shall be obtained by the Contractor. The County will not be obligated to pay for any permits obtained by Subcontractors. Payment for all such permits issued by the County shall be processed internally by the County. All non-County permits necessary for the prosecution of the Work shall be procured and paid for by the Contractor. The Contractor shall also be solely responsible for payment of any and all taxes levied on the Contractor. In addition, the Contractor shall comply with all rules, regulations and laws of Collier County, the State of Florida, or the U. S. Government now in force or hereafter adopted. The Contractor agrees to comply with all laws governing the responsibility of an employer with respect to persons employed by the Contractor. Page 4 of 17 Fixed Term Service Multi-Contractor Agreement [2024_ver.1] CAO 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. 11. NO DISCRIMINATION. The Contractor agrees that there shall be no discrimination as to race, sex, color, creed or national origin or any other class protected by federal or Florida law. 12. INSURANCE. The Contractor shall provide insurance as follows: A. n Commercial General Liability: Coverage shall have minimum limits of $ 1,000,000 Per Occurrence, $2,000,000 aggregate for Bodily Injury Liability and Property Damage Liability. The General Aggregate Limit shall be endorsed to apply per project. This shall include Premises and Operations; Independent Contractors; Products and Completed Operations and Contractual Liability. B. n Business Auto Liability: Coverage shall have minimum limits of$ 1,000,000 Per Occurrence, Combined Single Limit for Bodily Injury Liability and Property Damage Liability. This shall include: Owned Vehicles, Hired and Non-Owned Vehicles and Employee Non-Ownership. C. 1E1 Workers' Compensation: Insurance covering all employees meeting Statutory Limits in compliance with the applicable state and federal laws. The coverage must include Employers' Liability with a minimum limit of$ 1,000,000 for each accident. Page 5 of 17 Fixed Term Service Multi-Contractor Agreement [2024_ver.1] D. n Professional-._Liability:- hall-be-maintained-by-the-Contractor to ensurezitslegal Iiability--for -cfafms arising-out-of-the-.perform ance--of-pr-ofessionaf serv'ices-under-this Ag1 reomen#l:--Contractor waives-itsS [ �riight..ofceoot�very...against-O.o��unty.,as-to,,,any,..cla'ims under this-insurance:-Such..i nsu•ranoe-shall-hai�ee"-limits of.not Ic sJ'""than--W —each claim-and aggregate. E. n Cyber-Liability: Coverage-shall have minimum limits of ,__. per claim: F. ❑■ Pollution : Coverage shall have minimum limits of$ 1,000,000 per claim. G. n Coverage shall..have..minimum limits of$ per,claim_. H. El _ _ _ :Coverage shall,have mini m-limits of-$--- - per claim Special Requirements: Collier County Board of County Commissioners, OR, Board of County Commissioners in Collier County, OR, Collier County Government shall be listed as the Certificate Holder and included as an "Additional Insured" on the Insurance Certificate for Commercial General Liability where required. This insurance shall be primary and non-contributory with respect to any other insurance maintained by, or available for the benefit of, the Additional Insured and the Contractor's policy shall be endorsed accordingly. Current, valid insurance policies meeting the requirement herein identified shall be maintained by Contractor during the duration of this Agreement. The Contractor shall provide County with certificates of insurance meeting the required insurance provisions. Renewal certificates shall be sent to the County thirty (30) days prior to any expiration date. Coverage afforded under the policies will not be canceled or allowed to expire until the greater of thirty (30) days prior written notice, or in accordance with policy provisions. Contractor shall also notify County, in a like manner, within twenty-four (24) hours after receipt, of any notices of expiration, cancellation, non-renewal or material change in coverage or limits received by Contractor from its insurer, and nothing contained herein shall relieve Contractor of this requirement to provide notice. Contractor shall ensure that all subcontractors comply with the same insurance requirements that the Contractor is required to meet. 13. INDEMNIFICATION. To the maximum extent permitted by Florida law, the Contractor shall defend, indemnify and hold harmless Collier County, its officers and employees from any and all liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys' fees and paralegals' fees, whether resulting from any claimed breach of this Agreement by Contractor, any statutory or regulatory violations, or from personal injury, property damage, direct or consequential damages, or economic loss, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the Contractor or anyone employed or utilized by the Contractor in the performance of this Page 6 of 17 Fixed Term Service Multi-Contractor Agreement [2024_ver.1 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 Facilities Management Division 15. CONFLICT OF INTEREST. Contractor represents that it presently has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of services required hereunder. Contractor further represents that no persons having any such interest shall be employed to perform those services. 16. COMPONENT PARTS OF THIS AGREEMENT. This Agreement consists of the following component parts, all of which are as fully a part of the Agreement as if herein set out verbatim: Contractor's Proposal, Insurance Certificate(s), ■ Exhibit A Scope of Services, Exhibit B Fee Schedule, RFP/ ■ ITB/❑ Other #24-8246 , including Exhibits, Attachments and Addenda/Addendum, ❑ subsequent quotes, e in d I I Other Exhibit/Attachment ........ ............. 17. APPLICABILITY. Sections corresponding to any checked box ( ) expressly apply to the terms of this Agreement. 18. SUBJECT TO APPROPRIATION. It is further understood and agreed by and between the parties herein that this Agreement is subject to appropriation by the Board of County Commissioners. 19. PROHIBITION OF GIFTS TO COUNTY EMPLOYEES. No organization or individual shall offer or give, either directly or indirectly, any favor, gift, loan, fee, service or other item of value to any County employee, as set forth in Chapter 112, Part III, Florida Statutes, Collier County Ethics Ordinance No. 2004-05, as amended, and County Administrative Procedure 5311. Violation of this provision may result in one or more of the following consequences: a. Prohibition by the individual, firm, and/or any employee of the firm from contact with County staff for a specified period of time; b. Prohibition by the individual and/or firm from doing business with the County for a specified period of time, Page 7 of 17 Fixed Term Service Multi-Contractor Agreement [2024_ver.l CAO 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 Statutes, §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 a coIIiercountyfLgov 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 Page 8 of 17 Fixed Term Service Multi-Contractor Agreement [2024_ver.1] CAO 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 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. n 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 Page 9 of 17 Fixed Term Service Multi-Contractor Agreement [2024_ver.1] 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. n WARRANTY. Contractor expressly warrants that the goods, materials and/or equipment covered by this Agreement will conform to the requirements as specified, and will be of satisfactory material and quality production, free from defects, and sufficient for the purpose intended. Goods shall be delivered free from any security interest or other lien, encumbrance or claim of any third party. Any services provided under this Agreement shall be provided in accordance with generally accepted professional standards for the particular service. These warranties shall survive inspection, acceptance, passage of title and payment by the County. Contractor further warrants to the County that all materials and equipment furnished under the Contract Documents shall be applied, installed, connected, erected, used, cleaned and conditioned in accordance with the instructions of the applicable manufacturers, fabricators, suppliers or processors except as otherwise provided for in the Contract Documents. If, within one (1) year after final completion, any Work is found to be defective or not in conformance with the Contract Documents, Contractor shall correct it promptly after receipt of written notice from the County. Contractor shall also be responsible for and pay for replacement or repair of adjacent materials or Work which may be damaged as a result of such replacement or repair. These warranties are in addition to those implied warranties to which the County is entitled as a matter of law. 26. I■] 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. ■ 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 Page 10 of 17 Fixed Term Service Multi-Contractor Agreement [2024_ver.1] CAO 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 from specifications shall be approved in writing by the County in advance. 29. CHANGES IN THE WORK. The County shall have the right at any time during the progress of the Work to increase or decrease the Work. Promptly after being notified of a change, Contractor shall submit an estimate of any cost or time increases or savings it foresees as a result of the change. Except in an emergency endangering life or property, or as expressly set forth herein, no addition or changes to the Work shall be made except upon modification of the Purchase Order by the County, and the County shall not be liable to the Contractor for any increased compensation without such modification. No officer, employee or agent of the County is authorized to direct any extra or changed work orally. Any modifications to this Agreement shall be in compliance with the County Procurement Ordinance and Procedures in effect at the time such modifications are authorized. 30. AGREEMENT TERMS. If any portion of this Agreement is held to be void, invalid, or otherwise unenforceable, in whole or in part, the remaining portion of this Agreement shall remain in effect. 31. ADDITIONAL ITEMS/SERVICES. Additional items and/or services may be added to this Agreement in compliance with the Procurement Ordinance, as amended, and Procurement Procedures. 32. DISPUTE RESOLUTION. Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the parties, the parties shall make a good faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by representatives of Contractor with full decision-making authority and by County's staff person who would make the presentation of any settlement reached during negotiations to County for approval. Failing resolution, and prior to the commencement of depositions in any litigation between the parties arising out of this Agreement, the parties shall attempt to resolve the dispute through Mediation before an agreed-upon Circuit Court Mediator certified by the State of Florida. The mediation shall be attended by representatives of Contractor with full decision-making authority and by County's staff person who would make the presentation of any settlement reached at mediation to County's board for approval. Should either party fail to submit to mediation as required hereunder, the other party may obtain a court order requiring mediation under section 44.102, Fla. Stat. Page 11 of 17 Fixed Term Service Multi-Contractor Agreement [2024_ver.1 1 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. n Ill-PERSONNEL The Contractor'-s..personnel and management to be utilized--for this-project-shall be-knowledgeable--in-their-areas of expertise:w--The-Gounty-resefves4 right-to--perfor i e-deemed nece sary to ensure that-competent persans--will-be- :titiz-ed-in-the--pe ance-of-the Ag ntraeto'r--shalt-assig a as-many--peoples necessa to cera fete-floe--services or ti aely-basis;--aed-each person assigned—shall-be--available for"-an---a o nt of-ti rae--ade o-ate--to--ruset- e-req-uired-service dates. The-Contractor--shail-not-change--Keys-Personne! unless-the-following--cendttions-are met: -1)---Proposed-replacements -leave-substantially the same--or better---qualifications antler-experience:-{�) that-the County-is--notified--in writing as-far-in-advance-as-possible: ll—m The-Contractor-sha ke-commercially-reasonable efforts to-n ( ier- ty-within seven(7)days ofthe change. The County retains final approval ofmpreposed-reptacer-cent 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. n ORDER OF PRECEDENCE. In the event of any conflict between or among the terms of any of the Contract Documents, the terms of solicitation, the Contractor's Proposal, and/or the County's Board approved Executive Summary, the Contract Documents shall take precedence. LJ OR D-EIZ OF P-R-E C E DENC Ear --F u n slled-),l-n-tlae-eve n r of-any-ooraf t-betweer•-er among-the--tea-ms--'of- ny-of-the-Contract-Documents-and/or-tl e County'sBoar d' yd-approve Executive S , r reci""edenc"ie.-eve.1r"""T.Yhe ie r Yt r i c-o'f all"other-Gont-r acceptthe ermsofany-S pplemer tat-Conditions-al ma precedence-overrthe-- Ogre To the exte^t any---oon#1 't-in-the--terms-of the---Contract !Documents cannot-naaot-be-resolved-by-application"of--he--St ppleme at'al--Condition's-, if'-ar y -or the-Agreement;-the-conflict--shall-be resolved--by-imposing-the-more striet.".er costly obligation under the Contract Doc--silent:,-trpon-the-Coati-actor....at-County-.-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 Page 12 of 17 Fixed Term Service Multi-Contractor Agreement [2024_ver.1] CAO 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. 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 Page 13 of 17 Fixed Term Service Multi-Contractor Agreement [2024_ver.1] shall only be made by Collier County's Risk Management Division Safety Manager and/or Safety Engineer. IN WITNESS WHEREOF, the parties hereto, by an authorized person or agent, have executed this Agreement on the date and year first written above. ATTEST: BOARD OF COUNTY COMMISSIONERS Crystal K. Kinzel, Clerk of the Circuit COLLIER COU TY, FLORIDA •Court and Comptroller y Chris i.V444944Chairman Y Dated: 4C, a 5 '..a : EAL) Attest as to Chairman's signature only U.S. Water Services Corporation Contractor's Witnesses: • Contractor �`� 2,f iCe� DBA �.�`Ups �9�� o - F SEAL = 2003 By =, � 0Rg�o`) 2or ,rst Witness Signatur Edward Mitchell, VP '�e�, * Magdalena Columbo TType/print signature and titter TType/print witness nameT Wt -LOAili Contractor's Secon itness Christina Crego TType/print witness nameT A roved a to or an Legality: Coun: Attorney s4# 61 tL Print Name Page 14 of 17 Fixed Term Service Multi-Contractor Agreement [2024_ver.I1 AO Exhibit A Scope of Services ❑■ following this page (pages 1 through 6 ) ❑ this exhibit is not applicable Page 15 of 17 Fixed Term Service Multi-Contractor Agreement [2024_ver.1] CAO EXHIBIT A SCOPE OF SERVICES The scope of work is to provide preventative maintenance and repair,both urgent and non-urgent,for lift stations. 1. Preventative Maintenance Annual inspections are a service requirement to ensure continued operations of the lift stations and to identify and address potential • problems before a possible failure of the station. The Division will furnish a comprehensive list of all lift stations. Please see Attachment A—Lift Stations&Addresses. The Division retains the right to modify the inspection frequency as deemed necessary. The preventative maintenance services may include but are not limited to the following: 1.1. Grounds Assessment a) Conduct visual inspection of area surrounding lift station. b) Identify general items of concern(safety,cleanliness,access,etc.)in the"Notes"section of the issued Division work order. 1.2. Electrical Cabinet/Panel Maintenance a) Lock out power to the electrical cabinet/panel at the power source. b) Turn off any door mounted disconnect handles on the electrical cabinet/panel. c) Open the cabinet/panel door and verify that the power to the cabinet/panel is off by using a DVM(digital volt meter) or other power testing device.Check for power on the line side of any disconnects and fuses before performing any work within the electrical cabinet/panel. d) Inspect exterior of cabinets/panels for damage and/or vandalism. e) Inspect warning/informational signage for deterioration/accuracy.Replace as needed. f) Inspect rubber seal on cabinet/panel doors for tearing or rot. g) Inspect interior of cabinets/panels for debris,and signs of water intrusion. h) Inspect interior of cabinets/panels for soot,burn marks,corrosion,or melted wires. i) Inspect,and test light and alarm systems.Replace as needed. j) Vacuum debris from bottom of electrical cabinets/panels. k) Restore power to electrical cabinets/panels that were locked out. 1) Identify electrical cabinet/panel maintenance items that need further attention (water intrusion, damaged wiring, generator receptacle door problem,etc.)in the"Notes"section of issued Division work order. 1.3. General Lift Station Maintenance a) Inspect exterior of well doors for damage and/or vandalism. b) Inspect,clean,and test level sensing devices(mechanical float,or transducer).Replace as needed. c) Inspect,and wash down interior walls as needed. d) Break up debris mat on surface of water,run pumps manually until they break suction.Repeat as needed. e) Manually run each pump;check amp draws against full load amps(FLA)of pump.If amp draw is out of range pull pump and inspect. f) Inspect discharge pipes for leaks and/or damage. g) Inspect,and lubricate wet well door hinge and slam lock. h) Identify wet well maintenance items that need further attention (leaking pipe. infiltration, slam lock not engaging, etc.)in the"Notes" section of issued Division work order. 1.4.Before Leaving Lift Station a) Ensure pump HOA(Hand-Off-Auto)switches are in auto position. b) Ensure electrical cabinet/panel spring clips are fastened. c) Ensure electrical cabinet/panel padlocks are lubricated and installed. d) Ensure well pad lock is lubricated and installed. e) Ensure fence pad lock is lubricated and installed. CAD 2. Repairs As directed by the Division Representative or designee, the awarded Contractor will make all repairs necessary to bring the lift station to proper operating condition. 2.1 The awarded Contractor(s)will provide the Division Representative or designee, telephone numbers and email addresses for routine, after-hours, and urgent services for twenty-four(24)hours a day, seven (7)days per week,three hundred sixty-five (365)days per year. 2.2 No single repair project shall exceed$200,000. 2.3 Contractor response time is of great concern to the Division to ensure the lift stations experience minimal downtime. • Urgent Services: The Contractor will acknowledge an urgent services request via email or phone call within thirty (30) minutes of the request being sent by the Division Representative or designee. An urgent service request requires that the Contractor be on-site and begin work within two(2)hours after the Division's initial request and within three(3)hours for the Immokalee, Marco Island and Everglades City areas. The Division Representative or designee must approve a response time that exceeds two(2)hours and three(3)hours for the Immokalee,Marco Island and Everglades City areas. A one-time$250 Urgent Service Call Fee is allowed when responding in addition to the applicable hourly rates. • Non-urgent Services:The Contractor will acknowledge a non-urgent services request via email or phone call within two (2)hours of the request being sent by the Division Representative or designee.A non-urgent service request requires that the Contractor be on-site within eight (8) hours after the Division's initial request for all areas unless the Division Representative or designee approves a different amount of time for response. 2.4 Repair services shall be provided and billed per the labor rates in the resultant agreement. 2.5 The Division Representative or designee may request the Contractor to provide a written Time and Materials Not to Exceed (T&M NTE)quote for any repair services. 2.6 The Contractor(s)shall furnish all necessary qualified labor, materials, equipment,tools, consumables, transportation, skills, and incidentals required for the services requested. All work,equipment,parts, and materials not specified in the work order must meet Collier County Vertical Standards CC Vertical Standards 2021 (colliercountyfl.gov)/Facilities Master Specs and the Florida Building Code(FBC)Florida Building Code Online.If any work,equipment,parts,and materials are not addressed in the work order or in Collier County Vertical Standards/Facilities Master Specs, approval by the Division Representative or designee shall be required. 2.7 Parts and materials shall be new and free of defects and,at a minimum,meet or exceed the performance specifications of the original equipment. In the event a part(s) is found to be defective, the Contractor shall immediately replace the part(s) at no cost to Collier County. 3. Contractor's Responsibilities 3.1 The Contractor shall not commence work until a County purchase order is issued. 3.2 The Contractor shall use qualified technicians with experience in servicing various equipment associated with lift stations to complete the work specified in this solicitation.The Division Representative or designee reserves the right to request technician credentials, including, but not limited to, training, certifications, and years of experience. The Contractor must provide the requested credentials to the Division Representative or designee within five(5)business days. 3.3 If any deficiencies are noted in the completed services, such deficiencies will be corrected by the Contractor within twenty- four(24)hours upon notification by the Division Representative or designee.There will be no cost to Collier County for call- backs. 3.4 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. 3.5 The Contractor must comply with Federal and State right-to-know laws if hazardous materials are used.Material Safety Data Sheets(MSDS)will be made available and provided to the Division Representative or designee upon request.The Contractor 2 CPO is required to immediately report to the Division Representative or designee any spillage or dumping of hazardous material on Collier County property.The Contractor shall bear all costs associated with the cleanup of any such incidents. 3.6 The Contractor shall be responsible for removing all debris from the site and cleaning affected areas.The Contractor shall keep the premises free of debris and unusable materials resulting from their work and, as work progresses, or upon request by the Division's Representative or designee, shall remove such debris and materials from the property. The Contractor shall leave all affected areas as they were before beginning work. 3.7 The Contractor must be licensed to operate in the State of Florida within Collier County and in possession of a current Business Tax Receipt, formerly known as Occupational License,necessary to perform the services required. 4. Work Hours 4.1 Normal business hours are Monday through Friday between 7:00 AM and 5:00 PM, excluding Collier County observed Holidays.After-hours are considered before 7:00 AM and after 5:00 PM on weekdays and at any time on Saturday,Sunday,or County Observed Holidays.After-hours rate will be calculated at 1.5x the hourly rate provided on the resultant agreement. 4.2 If a requested repair service starts during normal business hours and extends into the after-hours period,the after-hours rate shall only be charged for time worked during the after-hours period. 5. Records and Documentation 5.1 After performing preventative maintenance or a repair,the Contractor must provide a written report/checklist to the Division Representative or designee which includes but is not limited to: a) The services completed. b) Any issues. c) Any potential issues. d) Any deficiencies and abnormalities. e) And make specific recommendations for future remedial action,if necessary. 5.2 Contractor shall take before and after pictures of all items completed and submit them upon request. 5.3 The Contractor will be responsible for utilizing any systems used by the Division for work requests under this Agreement.The Contractor will be required to update,complete and close work requests and attach before and after pictures,as necessary. 5.4 The Contractor(s)shall not remove any equipment containing a Collier County asset sticker unless requested by the Division Representative or designee.The Contractor(s)shall request that, when replacing equipment,the asset sticker be removed by a Division staff member authorized to adjust the equipment inventory records.The Contractor(s)will place asset stickers on the equipment,as necessary for no charge. 5.5 The Division Representative or designee retains the right to add or to delete any facilities and equipment from service provided under the resultant agreement as described herein, without further Board approval and in accordance with the Procurement Ordinance,as amended. 6. Invoicing and Markups 6.1 A Purchase Order number must appear on each invoice. Invoices shall be itemized detailing the services performed, service location,service dates,the number of hours worked by each personnel position,and the materials used. 6.2 If applicable,the work order number must appear on each invoice. 6.3 The Contractor may only charge hourly rates for hours worked at the job site.Hourly rates shall be per the resultant agreement, which are inclusive of labor, overhead, travel-related expenses, required reporting, and equipment use, excluding rental equipment. 6.4 The Contractor shall provide copies of receipts for materials costing $500.00 or more, subcontractor invoices, or equipment rental receipts with the invoice. 6.5 The materials and parts will be allowed a maximum of 15%markup, rental equipment will be allowed a maximum of 10% markup,and the use of subcontractors will be allowed a maximum of 15%markup.No markup on ancillary charges,taxes,and 3 CAd freight/shipping shall be permitted. 6.6 Preventative maintenance will be billed at the flat rate unit price per service visit,as specified in the resultant fee schedule. 6.7 Preventative maintenance unit pricing is all-inclusive,including but not limited to labor,parts, equipment,tools,required reporting,transportation cost,insurance,overhead,and all the necessary resources needed to perform the work. 4 co "Attachment A- Lift Stations & Addresses" COLLIER COUNTY LIFT STATIONS ADDRESS SUGDEN PARK 4284 AVALON DRIVE SOUTH MARCO BEACH PARKING SWALLOW AVE MARCO LIBRARY 210 S. HEATH WOOD DRIVE CAXAMBAS PASS PARK 909 COLLIER COURT MARCO ISLAND TRANFER STATION MARCO ISLAND TIGERTAIL BEACH TIGERTAIL BEACH MARCO TIGERTAIL BEACH#2 TIGERTAIL BEACH MARCO MARCO AIRPORT 2005 MAIN SAIL DRIVE CARESTOWN SO 32020 EAST TAMIAMI TRAIL EVERGLADES MUSEUM 105 WEST BROADWAY DOMESTIC ANIMAL CONTROL IMMOKLEE 405 SGT.JOE JONES DRIVE CLAM PASS 476 SEAGATE DRIVE CLAM PASS TOLL BOTH 475 SEAGATE DRIVE DOMESTIC ANIMAL CONTROL NAPLES 7610 DAVIS BLVD EVERGLADES AIRPORT 650 E.C. AIRPARK ROAD N N COMMUNITY PARK SOLFBALL FIELDS 15000 LIVINGSTON ROAD N N COMMUNITY PARK MAINTENANCE BLD. 15000 LIVINGSTON ROAD N N COMMUNITY PARK PB4 15000 LIVINGSTON ROAD MAX HASSE JR CONCESSION 3390 GOLDEN GATE BLVD MAX HASSE JR ADMINISTRATION 3390 GOLDEN GATE BLVD MAX HASSE JR MAINTENANCE SHED 3390 GOLDEN GATE BLVD GULF COAST LITTLE LEAGUE 5621 WARREN STREET AIRPORT PLACE 725 AIRPORT ROAD EMS 12 14756 IMMOKALEE ROAD EMS EMS 10 7010 IMMOKALEE ROAD EMS 75 4590 SANTA BARBARA BLVD. EMS 2795 2795 AIRPORT ROAD-GREY OAKS AIRPORT EMS 2375 TOWER DRIVE CAT BUILDING 8300 RADIO ROAD EAGLE LAKES PARK 11565 TAMIAMI TRAIL EAST SCALE HOUSE AT LANDFILL 3750 WHITE LAKE BLVD. VETERANS PARK BOCCI COURT 1896 IMMOKLEE ROAD VETERANS PARK SOLFBALL FIELD 1896 IMMOKLEE ROAD VETERANS PARK ADMIN BUILDING 1896 IMMOKLEE ROAD VINEYARDS PARK 6231 ARBOR BLVD. WEST GOLDEN GATE LIBRARY 1266 13Th STREET SW GOLDENGATE FIRE STATION 4741 GOLDEN GATE PARKWAY GOLDENGATE SO SUB STATION 4707 GOLDEN GATE PARKWAY GOLDENGATE COMMUNITY PARK FIELD HOUSE 3300 SANTA BARBARA BLVD GOLDENGATE LIBRARY 2432 LUCERNE ROAD GOLDENGATE COMMUNITY CENTER 4701 GOLDENGATE PARKWAY FLEET MANAGEMENT 2885 COUNTY BARN ROAD VANDERBILT BEACH ACCESS 150 VANDERBILT BEACH ROAD VANDERBILT BEACH PARKING 100 VANDERBILT BEACH ROAD BAY VIEW PARK 1500 DANFORD STREET cAo COLLIER COUNTY LIFT STATIONS ADDRESS GOVERNMENT CENTER ORANGE BLOSSOM 2335 ORANGE BLOSSOM COLLIER DEVELOPMENT SERVICES 2800 N HORSESHOE DR FREEDOM PARK#1 1515 GOLDEN GATE PARKWAY FREEDOM PARK#2 1515 GOLDEN GATE PARKWAY Tax Collector Office 3950 RADIO ROAD PADDLECRAFT LAUNCH 3620 COLLIER BLVD GOODLAND MUSEUM 3331 TAMIAMI TR E GORDON RIVER GREENWAY#1 1590 GOODLETTE FRANK ROAD GORDON RIVER GREENWAY#2 1596 GOLDEN GATE PARKWAY EMS 76 790 LOGAN BLVD N. GOODLAND BOAT RAMP 750 PALM POINT DRIVE EMS 12 14756 IMMOKALEE ROAD EMS COCOHATCHEE PARK 397 DOCKSIDE DR COCOHATCHEE COAST GUARD STATION 13531 VANDERBILT DRIVE 3675 HACIENDA LAKES PKWY(F/K/A THE EMS 25 LORDS WAY) 6 CAS Exhibit B Fee Schedule following this page (pages 1 through 1 ) Page 16 of 17 Fixed Term Service Multi-Contractor Agreement [2024_ver.1] GAO Preventative Maintenance Services U.S. WATER SERVICES CORPORATION Secondary Vendor Line Item Description Rate Per Unit 1 Preventative Maintenance - Unit $222.78 Price - Per Visit - Lift Stations Repair Services - Labor Hours Line Item Description Labor Rate Per Hour 2 Service Technician (per hour) $92.58 MARKUPS,AFTER-HOURS RATE & URGENT SERVICE FEE APPLICABLE TO REPAIR SERVICES ONLY Materials, and Parts Markup 15% Not to Exceed Rental Equipment Markup Not 10% to Exceed Subcontractor Markup Not to 15% Exceed Note: For work performed after-hours, Contractor may charge 1.5X the Labor Rate Per Hour Note: A one-time $250 Urgent Service Call Fee is allowed when responding to an urgent service request in addition to the applicable hourly rates. Other Exhibit/Attachment Description: following this page (pages through ) [U this exhibit is not applicable Page 17 of 17 Fixed Term Service Multi-Contractor Agreement [2024_ver.1]