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#24-8302 (Prompt Wrecker Service and Sales, Inc. d/b/a Prompt Towing Service) FIXED TERM SERVICE AGREEMENT #24-8302 for Heavy Duty Towing&Transport Services THIS AGREEMENT, made and entered into on this 2.4 day of 's A(IC 20 25 , by and between Prompt Wrecker Service and Sales, Inc dba Prompt Towing Service authorized to do business in the State of Florida, whose business address is 11139 Tamiami Trail, Punta Gorda, Florida, 33955, (the "Contractor") and Collier County, a political subdivision of the State of Florida, (the "County"): WITNESSETH: 1. AGREEMENT TERM. The Agreement shall be for a Three ( 3 ) year period, commencing ■ upon the date of Board approval; or OR and ter -ee ( ) year(s) from that date or until all outstanding Purchase Order(s) issued prior to the expiration of the Agreement period have been completed or terminated. The County may, at its discretion and with the consent of the Contractor, renew the Agreement under all of the terms and conditions contained in this Agreement for Two ( 2 ) additional One ( 1 ) year(s) periods. The County shall give the Contractor written notice of the County's intention to renew the Agreement term prior to the end of the Agreement term then in effect. The County Manager, or his designee, may, at his discretion, extend the Agreement under all of the terms and conditions contained in this Agreement for up to one hundred and eighty (180) days. The County Manager, or his designee, shall give the Contractor written notice of the County's intention to extend the Agreement term prior to the end of the Agreement term then in effect. 2. COMMENCEMENT OF SERVICES. The Contractor shall commence the work upon issuance of a U Purchase Order DNetiee49-P-Feeeed. 3. STATEMENT OF WORK. The Contractor shall provide services in accordance with the terms and conditions of n Request-ter-Prepesal--(-RFF4 !u1 Invitation to Bid (ITB) Ottief ( )# 24-8302 , including all Attachment(s), Exhibit(s) and Addenda and the Contractor's proposal referred to herein and made an integral part of this Agreement. 11111 The Contractor shall also provide services in accordance with Exhibit A - Scope of Services attached hereto. Page 1 of 18 Fixed Term Service Agreement [2025_ver.1] CAO 3.1 This Agreement contains the entire understanding between the parties and any modifications to this Agreement shall be mutually agreed upon in writing by the Parties, in compliance with the County's Procurement Ordinance, as amended, and Procurement Procedures in effect at the time such services are authorized. 4. THE AGREEMENT SUM. The County shall pay the Contractor for the performance of this Agreement based on Exhibit B- Fee Schedule, attached hereto and the price methodology as defined in Section 4.1. Payment will be made upon receipt of a proper invoice and upon approval by the County's Contract Administrative Agent/Project Manager, and in compliance with Chapter 218, Fla. Stats., otherwise known as the "Local Government Prompt Payment Act". 4.1 Price Methodology (as selected below): hu - fire al- iee-effefi ► ar --ef---matef' d;— titer tr eFferm---is--the earit-Faet is auer-+ ed- IiI 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. [IN Unit Price: The County agrees to pay a firm total fixed price (inclusive of all costs, including labor, materials, equipment, overhead, etc.) for a repetitive product or service delivered (i.e. installation price per ton, delivery price per package or carton, etc.). The invoice must identify the unit price and the number of units received (no contractor inventory or cost verification). 4.2 Any County agency may obtain services under this Agreement, provided sufficient funds are included in their budget(s). 4.3 Payments will be made for services furnished, delivered, and accepted, upon receipt and approval of invoices submitted on the date of services or within six (6) months after completion of the Agreement. Any untimely submission of invoices beyond the specified deadline period is subject to non-payment under the legal doctrine of "laches" as untimely submitted. Time shall be deemed of the essence with respect to the timely submission of invoices under this Agreement. Page 2 of 18 Fixed Term Service Agreement [2025_ver.1] CAO 4.4 The County, or any duly authorized agents or representatives of the County, shall have the right to conduct an audit of Contractor's books and records to verify the accuracy of the Contractor's claim with respect to Contractor's costs associated with any Payment Application, Change Order, or Work Directive Change. 4.5 n -Trave --F s: Travel -ape &once in writing-b minty. Trave-1 -86-1-Ra,-S-tate- ewe-fates-: Mite-age $4144: -per--r le 13ree4 fast _ WOO Limeh $44-s8 Dimief $1-3-9 Aifface Aetua Rea-tal-eaF Aet at-FeRtal-oast-t+ et-size veNeles eap-e#-a Astuat-lest-e f--pafking Taxi-ef-Air 'tie r-t-limettsfae items-will be paid only after Cunt eeeipts--Gentractor -at e 5. SALES TAX. Contractor shall pay all sales, consumer, use and other similar taxes associated with the Work or portions thereof, which are applicable during the performance of the Work. Collier County, Florida as a political subdivision of the State of Florida, is exempt from the payment of Florida sales tax to its vendors under Chapter 212, Florida Statutes, Certificate of Exemption # 85-8015966531C. 6. NOTICES. All notices from the County to the Contractor shall be deemed duly served if mailed or emailed to the Contractor at the following: Company Name: Prompt Wrecker Service and Sales, Inc.dba Prompt Towing Service Address: 11139 Tamiami Trail, Punta Gorda, FL,33955 Authorized Agent: Mike Dowling Attention Name & Title: Heavy Manager Telephone: 941-639-4000 E-Mail(s): billing@prompttowing.com Page 3 of 18 Fixed Term Service Agreement [2025_ver.i] CAO All Notices from the Contractor to the County shall be deemed duly served if mailed or emailed to the County to: Board of County Commissioners for Collier County, Florida Division Name: Fleet Management Division Division Director: Kenneth Kovensky Address: 2901 County Barn Road, Naples, FL,34112 Administrative Agent/PM: James Fasulo Telephone: 239-252-4118 E-Mail(s): James.Fasulo©colliercountyfl.gov The Contractor and the County may change the above mailing address at any time upon giving the other party written notification. All notices under this Agreement must be in writing. 7. NO PARTNERSHIP. Nothing herein contained shall create or be construed as creating a partnership between the County and the Contractor or to constitute the Contractor as an agent of the County. 8. PERMITS: LICENSES: TAXES. In compliance with Section 218.80, F.S., all permits necessary for the prosecution of the Work shall be obtained by the Contractor. The County will not be obligated to pay for any permits obtained by Subcontractors. Payment for all such permits issued by the County shall be processed internally by the County. All non-County permits necessary for the prosecution of the Work shall be procured and paid for by the Contractor. The Contractor shall also be solely responsible for payment of any and all taxes levied on the Contractor. In addition, the Contractor shall comply with all rules, regulations and laws of Collier County, the State of Florida, or the U. S. Government now in force or hereafter adopted. The Contractor agrees to comply with all laws governing the responsibility of an employer with respect to persons employed by the Contractor. 9. NO IMPROPER USE. The Contractor will not use, nor suffer or permit any person to use in any manner whatsoever, County facilities for any improper, immoral or offensive purpose, or for any purpose in violation of any federal, state, county or municipal ordinance, rule, order or regulation, or of any governmental rule or regulation now in effect or hereafter enacted or adopted. In the event of such violation by the Contractor or if the County or its authorized representative shall deem any conduct on the part of the Contractor to be objectionable or improper, the County shall have the right to suspend the Agreement of the Contractor. Should the Contractor fail to correct any such violation, conduct, or practice to the satisfaction of the County within twenty-four (24) hours after receiving notice of such violation, conduct, or practice, such suspension to continue until the violation is cured. The Contractor further agrees not to commence operation during Page 4of18 Fixed Term Service Agreement [2025_ver.1] CAO the suspension period until the violation has been corrected to the satisfaction of the County. 10. TERMINATION. Should the Contractor be found to have failed to perform his services in a manner satisfactory to the County as per this Agreement, the County may terminate said Agreement for cause; further the County may terminate this Agreement for convenience with a thirty (30) day written notice. The County shall be sole judge of the non-performance. In the event that the County terminates this Agreement, Contractor's recovery against the County shall be limited to that portion of the Agreement Amount earned through the date of termination. The Contractor shall not be entitled to any other or further recovery against the County, including, but not limited to, any damages or any anticipated profit on portions of the services not performed. 11. NO DISCRIMINATION. The Contractor agrees that there shall be no discrimination as to race, sex, color, creed or national origin or any other class protected by federal or Florida law. 12. INSURANCE. The Contractor shall provide insurance as follows: A. III Commercial General Liability: Coverage shall have minimum limits of $ 1,000,000.00 Per Occurrence, $ 2,000,000.00 aggregate for Bodily Injury Liability and Property Damage Liability. The General Aggregate Limit shall be endorsed to apply per project. This shall include Premises and Operations; Independent Contractors; Products and Completed Operations and Contractual Liability. B. ■ Business Auto Liability: Coverage shall have minimum limits of$ 1,000,000.00 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. IIII 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$ 500,000.00 for each accident. D. Ilarefe + e this insurance. Such insurance shall have limits of not less than $ each E. I I eragehat4-have-+ ► —Pof Page 5 of 18 Fixed Term Service Agreement [2025_ver.1] C40 F. n : Gevefage salt f�a� per co+R- G. — : Gevecage writs of$ p H. : age Special Requirements: Collier County Board of County Commissioners, OR, Board of County Commissioners in Collier County, OR, Collier County Government shall be listed as the Certificate Holder and included as an "Additional Insured" on the Insurance Certificate for Commercial General Liability where required. This insurance shall be primary and non-contributory with respect to any other insurance maintained by, or available for the benefit of, the Additional Insured and the Contractor's policy shall be endorsed accordingly. Current, valid insurance policies meeting the requirement herein identified shall be maintained by Contractor during the duration of this Agreement. The Contractor shall provide County with certificates of insurance meeting the required insurance provisions. Renewal certificates shall be sent to the County thirty (30) days prior to any expiration date. Coverage afforded under the policies will not be canceled or allowed to expire until the greater of: thirty (30) days prior written notice, or in accordance with policy provisions. Contractor shall also notify County, in a like manner, within twenty-four (24) hours after receipt, of any notices of expiration, cancellation, non-renewal or material change in coverage or limits received by Contractor from its insurer, and nothing contained herein shall relieve Contractor of this requirement to provide notice. Contractor shall ensure that all subcontractors comply with the same insurance requirements that the Contractor is required to meet. 13. INDEMNIFICATION. To the maximum extent permitted by Florida law, the Contractor shall defend, indemnify and hold harmless Collier County, its officers and employees from any and all liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys' fees and paralegals' fees, whether resulting from any claimed breach of this Agreement by Contractor, any statutory or regulatory violations, or from personal injury, property damage, direct or consequential damages, or economic loss, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the Contractor or anyone employed or utilized by the Contractor in the performance of this Agreement. This indemnification obligation shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may be available to an indemnified party or person described in this paragraph. This section does not pertain to any incident arising from the sole negligence of Collier County. Page 6of18 Fixed Term Service Agreement [2025 _ver.1] CAO 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 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), I I Exhibit A Scope of Services, Exhibit B Fee Schedule, n RFP/ I■I ITB/I 19t#ef #24-8302 , including Exhibits, Attachments and Addenda/Addendum, I I ,subseeittectt Bete n Other Exhibit/Attachment: 17. APPLICABILITY. Sections corresponding to any checked box ( ■ ) expressly apply to the terms of this Agreement. 18. SUBJECT TO APPROPRIATION. It is further understood and agreed by and between the parties herein that this Agreement is subject to appropriation by the Board of County Commissioners. 19. PROHIBITION OF GIFTS TO COUNTY EMPLOYEES. No organization or individual shall offer or give, either directly or indirectly, any favor, gift, loan, fee, service or other item of value to any County employee, as set forth in Chapter 112, Part III, Florida Statutes, Collier County Ethics Ordinance No. 2004-05, as amended, and County Administrative Procedure 5311. Violation of this provision may result in one or more of the following consequences: a. Prohibition by the individual, firm, and/or any employee of the firm from contact with County staff for a specified period of time; b. Prohibition by the individual and/or firm from doing business with the County for a specified period of time, including but not limited to: submitting bids, RFP, and/or quotes; and, c. immediate termination of any Agreement held by the individual and/or firm for cause. 20. COMPLIANCE WITH LAWS. By executing and entering into this Agreement, the Contractor is formally acknowledging without exception or stipulation that it agrees to comply, at its own expense, with all federal, state and local laws, codes, statutes, ordinances, rules, regulations and requirements applicable to this Agreement, including but not limited to those dealing with the Immigration Reform and Control Act of 1986 as Page 7 of 18 Fixed Term Service Agreement [2025_ver.1] CAO located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either may be amended, as well as the requirements set forth in Florida Statute, §448.095; taxation, workers' compensation, equal employment and safety including, but not limited to, the Trench Safety Act, Chapter 553, Florida Statutes, and the Florida Public Records Law Chapter 119, if applicable, including specifically those contractual requirements at F.S. § 119.0701(2)(a)-(b) as stated as follows: IT IS THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, IT SHOULD CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: Division of Communications, Government and Public Affairs 3299 Tamiami Trail East, Suite 102 Naples, FL 34112-5746 Telephone: (239) 252-8999 Email: PublicRecordRequestcolliercountyfl.gov The Contractor must specifically comply with the Florida Public Records Law to: 1. Keep and maintain public records required by the public agency to perform the service. 2. Upon request from the public agency's custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. 3. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the Contractor does not transfer the records to the public agency. 4. Upon completion of the contract, transfer, at no cost, to the public agency all public records in possession of the Contractor or keep and maintain public records required by the public agency to perform the service. If the Contractor transfers all public records to the public agency upon completion of the contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the contract, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the public agency, upon request from the public agency's custodian of public records, in a format that is compatible with the information technology systems of the public agency. If Contractor observes that the Contract Documents are at variance therewith, it shall promptly notify the County in writing. Failure by the Contractor to comply with the laws Page 8 of 18 Fixed Term Service Agreement [2025_ver.I] CAO referenced herein shall constitute a breach of this Agreement and the County shall have the discretion to unilaterally terminate this Agreement immediately. 21. OFFER EXTENDED TO OTHER GOVERNMENTAL ENTITIES. Collier County encourages and agrees to the successful Contractor extending the pricing, terms and conditions of this solicitation or resultant Agreement to other governmental entities at the discretion of the successful Contractor. 22. PAYMENTS WITHHELD. The County may decline to approve any application for payment, or portions thereof, because of defective or incomplete work, subsequently discovered evidence or subsequent inspections. The County may nullify the whole or any part of any approval for payment previously issued and the County may withhold any payments otherwise due to Contractor under this Agreement or any other Agreement between the County and Contractor, to such extent as may be necessary in the County's opinion to protect it from loss because of: (a) defective Work not remedied; (b) third party claims failed or reasonable evidence indicating probable fling of such claims; (c) failure of Contractor to make payment properly to subcontractors or for labor, materials or equipment; (d) reasonable doubt that the Work can be completed for the unpaid balance of the Contract Amount; (e) reasonable indication that the Work will not be completed within the Contract Time; (f) unsatisfactory prosecution of the Work by the Contractor; or (g) any other material breach of the Contract Documents. If any conditions described above are not remedied or removed, the County may, after three (3) days written notice, rectify the same at Contractor's expense. The County also may offset against any sums due Contractor the amount of any liquidated or unliquidated obligations of Contractor to the County, whether relating to or arising out of this Agreement or any other Agreement between Contractor and the County. If a subcontractor is a related entity to the Contractor, then the Contractor shall not mark- up the subcontractor's fees. A related entity shall be defined as any Parent or Subsidiary of the Company and any business, corporation, partnership, limited liability company or other entity in which the Company or Parent or a Subsidiary of the Company holds any ownership interest, directly or indirectly. 23. I■I 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. Page 9 of 18 Fixed Term Service Agreement [2025_ver.1) CAO 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 I TI` ECTIONS-:---t--the Gentfaet_Oec- e, aws er as -a+ -taublie--at er+ty-# r+ jtt s t-ien-evep--the-Pfe t mire --te--ise--siseei€f ted-of appFeive t; ith .ea-tes--ef-i speeder;-te g-- r-a re . f�N lr>epeetierr, tests or approvals shall be performed in a manner and by organizations 27. n 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 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. Page 10 of 18 Fixed Term Service Agreement [2025_ver.1] C/&O 28. SUBMITTALS AND SUBSTITUTIONS. Any substitution of products/materials from specifications shall be approved in writing by the County in advance. 29. CHANGES IN THE WORK. The County shall have the right at any time during the progress of the Work to increase or decrease the Work. Promptly after being notified of a change, Contractor shall submit an estimate of any cost or time increases or savings it foresees as a result of the change. Except in an emergency endangering life or property, or as expressly set forth herein, no addition or changes to the Work shall be made except upon modification of the Purchase Order by the County, and the County shall not be liable to the Contractor for any increased compensation without such modification. No officer, employee or agent of the County is authorized to direct any extra or changed work orally. Any modifications to this Agreement shall be in compliance with the County Procurement Ordinance and Procedures in effect at the time such modifications are authorized. 30. AGREEMENT TERMS. If any portion of this Agreement is held to be void, invalid, or otherwise unenforceable, in whole or in part, the remaining portion of this Agreement shall remain in effect. 31. ADDITIONAL ITEMS/SERVICES. Additional items and/or services may be added to this Agreement in compliance with the Procurement Ordinance, as amended, and Procurement Procedures. 32. DISPUTE RESOLUTION. Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the parties, the parties shall make a good faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by representatives of Contractor with full decision-making authority and by County's staff person who would make the presentation of any settlement reached during negotiations to County for approval. Failing resolution, and prior to the commencement of depositions in any litigation between the parties arising out of this Agreement, the parties shall attempt to resolve the dispute through Mediation before an agreed-upon Circuit Court Mediator certified by the State of Florida. The mediation shall be attended by representatives of Contractor with full decision-making authority and by County's staff person who would make the presentation of any settlement reached at mediation to County's board for approval. Should either party fail to submit to mediation as required hereunder, the other party may obtain a court order requiring mediation under section 44.102, Fla. Stat. 33. VENUE. Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. 34. I I KEYP€R ntthis tie-et+l+�ed-feF -pcej t-s#all- ie-k-newledgea e- --the - #e-Ge-a -reser s-The fig#t- e- fe --lam a# c-eeapeten-t persees- Page 11 of 18 Fixed Term Service Agreement [2025_ver.1] CAO as many people as necessary to complete the services on a timely basis, and each person assigned shall be available for an amount of time adequate to meet the required service dates. The Contractor shall not change Key Personnel unless the following conditions are met: (1) Proposed replacements have substantially the same or better qualifications and/or experience. (2) that the County is notified in writing as far in advance as possible. The Contractor shall make commercially reasonable efforts to notify Collier County within seven (7) days of the change. The County retains final approval of proposed replacement personnel. I•1 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. I I OR11 R- RRE- ED-ENC —1n--floe-eveo-t-ef-aa #fi weert-era g-the-terms of-a y-ef--tie-Oe+ tract Doca+aaeats;-tie-terr e-e -sot+chat+eh-the-•Oei t aEte+'s-I Beat and/or the Con -Doe- ea shall tape-p ee dense- • ORDER OF PRECEDENCE (Grant Funded). In the event of any conflict between or among the terms of any of the Contract Documents and/or the County's Board approved Executive Summary, the terms of the Agreement shall take precedence over the terms of all other Contract Documents, except the terms of any Supplemental Conditions shall take precedence over the Agreement. To the extent any conflict in the terms of the Contract Documents cannot be resolved by application of the Supplemental Conditions, if any, or the Agreement, the conflict shall be resolved by imposing the more strict or costly obligation under the Contract Documents upon the Contractor at County's discretion. 36. ASSIGNMENT. Contractor shall not assign this Agreement or any part thereof, without the prior consent in writing of the County. Any attempt to assign or otherwise transfer this Agreement, or any part herein, without the County's consent, shall be void. If Contractor does, with approval, assign this Agreement or any part thereof, it shall require that its assignee be bound to it and to assume toward Contractor all of the obligations and responsibilities that Contractor has assumed toward the County. 37. SECURITY. The Contractor is required to comply with County Ordinance 2004-52, as amended. Background checks are valid for five (5) years and the Contractor shall be responsible for all associated costs. If required, Contractor shall be responsible for the costs of providing background checks by the Collier County Facilities Management Division for all employees that shall provide services to the County under this Agreement. This may include, but not be limited to, checking federal, state and local law enforcement records, including a state and FBI fingerprint check, credit reports, education, residence and employment verifications and other related records. Contractor shall be required to maintain records on each employee and make them available to the County for at least Page 12 of 18 Fixed Term Service Agreement [2025_ver.1] CAO 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(c�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. •11• SAFETY. All Contractors and subcontractors performing service for Collier County are required and shall comply with all Occupational Safety and Health Administration (OSHA), State and County Safety and Occupational Health Standards and any other applicable rules and regulations. Also, all Contractors and subcontractors shall be responsible for the safety of their employees and any unsafe acts or conditions that may cause injury or damage to any persons or property within and around the work site. Collier County Government has authorized the Occupational Safety and Health Administration (OSHA) to enter any Collier County Facility, property and/or right-of-way for the purpose of inspection of any Contractor's work operations. This provision is non- negotiable by any division/department and/or Contractor. All applicable OSHA inspection criteria apply as well as all Contractor rights, with one exception. Contractors do not have the right to refuse to allow OSHA onto a project that is being performed on Collier County Property. Collier County, as the owner of the property where the project is taking place shall be the only entity allowed to refuse access to the project. However, this decision shall only be made by Collier County's Risk Management Division Safety Manager and/or Safety Engineer. (Intentionally left blank -signature page to follow) Page 13 of 18 Fixed Term Service Agreement [2025_ver.1 CAO IN WITNESS WHEREOF, the parties hereto, by an authorized person or agent, have executed this Agreement on the date and year first written above. ATTEST: BOARD OF COUNTY COMMISSIONERS Crystal K. Kinzel, Clerk of the Circuit COLLIER COUNTY, FLORIDA O&M.and'Comptroller 4, By ofz By: ifjef.„11/..,Z€401.4-- Burt L. Saunders, Chairman (SEAT Attest as 0 at '' soaturegakir Prompt Wrecker Service and Sales,Inc dba Prompt Towing Service Contractor's Witnesses: Contractor By: Contractor's F. t Witness Signature OQ.nl,ac.k ,414..4h1 et,'/a_ /..)'Lv TType/print signature and titleT TType/print witness naltnet ontractgrecon 'Witness TType/print witness nameT Approv a .©r and Legality: nt tQr 10 I riot e Page 14 of 18 Fixed Term Service Agreement [2025_ver.I] CAO Exhibit A Scope of Services ■ following this page (containing 3 pages) this exhibit is not applicable Page 15 of 18 Fixed Term Service Agreement [2025_ver.1] CAO DETAILED SCOPE OF WORK The purpose of this solicitation is to establish a vendor who will provide 24-hour towing, recovery, and transportation services for County Heavy Duty vehicles and equipment. The County has a need for transportation, towing, and /or recovery, accident scene clean-up related to Heavy Duty vehicles and /or equipment. These services may be at various locations: Including within Collier County boundaries and outside of Collier County boundaries. Including but are not limited to: vehicle & equipment break-downs, towing, winching / pulling services; to free or recover a stuck or immobilized vehicle, asset movement, non-asset movement, transportation,re-location, water/under water vehicle and equipment recoveries, equipment transport on trailers, strapping, chaining, binding or securing vehicles, and equipment for transport, as defined below. Included in this solicitation and scope are any "vendor sublet services"required for additional resources may be deemed necessary for an extensive or complicated clean-up and/or vehicle or equipment recovery. If multiple tow trucks are required & necessary to tow or recover vehicles, equipment, assets, non-assets, an additional Base tow fee, "free miles" and chargeable milage rates can be billed for each additional tow truck that is required for complicated,extensive,multi-vehicle,roll-overs,water or underwater recoveries. 1. Heavy Duty Towing& Pulling/Winching(Class B): All Collier County owned trucks and trailers above 20,001 lb. Gross Vehicle Weight Rating(GVWR)and including Heavy/Large-sized equipment: Heavy trucks,Vac trucks,Dump trucks,Tractor trailer-Fifth Wheel moves,Transit Bus,Backhoes,Excavators and equivalent-size trucks,equipment and Machinery are included in this category. 2. Vendor's Heavy Duty Equipment& Trailer Transport: All Heavy Duty on-road and off-road type equipment,combination vehicles,or machinery attached or coupled together,transported or towed in or on a Transport Truck and/or trailer,Including Fifth wheel trailer moves.There shall be only one charge per tow/transport;to the primary or"parent equipment"for transporting or towing combination or attached vehicle(s)and equipment. 3. Vendor Sublet Service(s): For when a vendor may not have all the needed equipment or resources available for the specific tow or recovery and additional resources are required such as: equipment/personnel are required for the requested tow/recovery; for an extensive or complicated clean-up and/or recovery. Including, but are not limited to: water or under-water recoveries large roadway spills caused by a Collier County BOCC vehicle, vehicle roll overs, spills, multi vehicle scenarios and any other type of vehicle recovery towing or extensive scene work. The Vendor may request a sublet to a third-party or "Partnering" Towing Agency / vendor(s) for their service(s) or additional support for the recovery and Towing services including needed resources, equipment,and/or personnel. The Vendor will not charge the County for any additional markup for vendor sublet services. 4. On Scene Labor rate: A working hourly labor rate for on scene work that is not included in the normal preparation for towing/recovery requirements.This includes any type of working labor; including,but not limited to:winching,pulling,extensive or complicated recovery labor time or scene clean-up efforts and any unforeseen work to recover the vehicles,assets,non-assets, or equipment. A. On scene labor rate: On scene labor rate may be charged when there is a delay in the availability of the disabled vehicle or equipment after arrival of the towing/recovery truck at the pick-up site. Also included are accident scene clean-up for county vehicle related debris, accident scene investigations by the Sheriff's office, or other law enforcement agency, securing transportation of loose parts on the vehicle, recovery, pulling or winching. In those cases, an on-scene charge may be assessed to the County at an hourly rate, including one-quarter per labor hour(.25 hr) increments until the vehicle or equipment is available for towing/recovery. All rates shall remain the same 24-hours a day, every day of the year. (Examples: 0.25hr,0.50 hr,0.75 hr, 1.0 hr+) CAO 5. Cancellations or Gone on Arrival(GOA): There should be no Base tow fees or milage fees for cancellations or"gone on arrival /GOA"calls.Every effort will be made by Fleet Management to cancel the tow or call request as soon as possible in the event the towing services are no longer required. No charge should be applied when the call is cancelled. 6. Vendors awarded this solicitation will be expected to perform the following responsibilities: A. RESPONSE TIME: The response time required by this agreement is arrival at the disabled vehicle or equipment thirty (30)minutes after notification plus two(2) minutes per mile, measured from the vendor's base station in Collier County to the vehicle or equipment location. Every effort must be made by the vendor to immediately respond to Public Transit and Emergency vehicles including fire trucks, Buses,Ambulances, and other Emergency Management or EMS vehicles. If the primary vendor cannot meet the required response time for a particular towing or recovery requirement,the County reserves the right to use the services of the Secondary or Tertiary Vendor. If the Secondary, or Tertiary Vendor cannot meet the response time requirements than the County reserves the right to use any other non-contract vendor or any other towing/recovery company that can make a timely response with appropriate insurances and equipment. The vendor must immediately notify County Fleet Management when the required response time cannot be met. B. VEHICLE AND EQUIPMENT DELIVERIES: Towed or recovered vehicles and equipment shall be delivered to Fleet Management Facilities: (2901 County Barn Rd, Naples FL, 8300 Radio Rd Naples, FL, 4800 Davis Blvd Naples, FL, 425 Sgt. Joe Jones Rd, Immokalee, FL, or any other location as instructed by a member of the Fleet Management Division. Delivered vehicles and equipment shall be positioned in front of the County Fleet Management facilities so as not to block lanes of travel, parked vehicles, or maintenance bay doors. (Note: The Fleet Management facility is gated, and the vendor must have a County access card to enter after normal business hours, or the vendor may contact the Facilities Management operations center at 239-252-8380 for gate access. Vendor access cards may be issued if necessary and after award of the contract.) C. BID PRICES: Prices offered for services in this agreement shall apply to all County vehicles and equipment within the specified category, including: any other Non-Assets, equipment, machinery,tools and tool boxes,materials and supplies and any other items deemed necessary to be moved, re-located,transported or towed, by the County BOCC Departments and Fleet Management Division. The determination of classes for non-assets and any other miscellaneous items, will be made by Fleet Management in conjunction with a mutual agreement with the towing vendor(s). i. Pricing shall be all inclusive of a basic towing service: including flat-bed service, wheel / axle lift service, "Dollies or skates" and secure strapping or binding for transport; and to transport the vehicle or equipment to the desired location(s). ii. Pricing shall list a base charge per tow/recovery, the number of free miles included in the base charge which has been set to ten (10) free miles, a cost per mile over the free miles, and / or an hourly on-scene labor rate. Chargeable mileage(Loaded Milage only) is defined as the shortest distance on trafficable highways, streets, and roads from the pick-up point to the delivery point only. Rates shall also include all normal preparation for towing/recovery requirements for the particular type of vehicle or equipment, such as: Jump starting to load or position,securing and strapping/binding for transport,disconnecting and re-installing drive shafts or axles and caging or releasing air brakes. D. BID PRICE CHANGES: Bid prices shall remain firm throughout the term of this agreement with exception that prices may be renegotiated with the County's Contract Manager when fuel prices increase by twenty-five percent (25%) or more during any continuous three-month period. When negotiations are successfully completed,agreement change order will be documented in writing with both parties signing. If fuel prices then decrease twenty-five percent(25%)or more during any continuous three-month period,the County may call for renegotiations of vendor pricing. Fuel prices will be documented upon initial award of the contract based on the Oil Price Information Service(OPIS)Miami weekly average rack price for No. 2 Ultra Low Sulfur Diesel Fuel. All price change negotiations will also be based on OPIS Miami weekly average rack prices. Other than negotiated price change agreements, no additional fuel charges will be permitted under this contract. E. TOLL CHARGES: The County will reimburse all toll charges associated with recovering County vehicles and equipment when the most direct route requires use of a toll road. Toll charges will be listed on the invoice and copies of the toll receipts or SunPass statement, SunPass document,or screen-shot will be attached to the invoice. No toll charges will be reimbursed without the toll receipts or SunPass statement, SunPass document,or screen-shot. 7. INSPECTION: The County reserves the right to inspect the bidder's facilities and equipment before award of the contract. CAO 8. INVOICING A. No hazardous material disposal fees, fuel charges, surcharges, or "consumable" supplies, oil dry/absorbents, personal protective equipment (PPE) charges, will be accepted, including "shop / miscellaneous supplies" & "miscellaneous hardware". These costs should be incorporated into the bid schedule. Final invoicing prices should be for the pricing outlined in the resultant agreement. Payments will be withheld if invoicing does not match the pricing in the resultant agreement. i. A copy of the original invoice must be provided as back-up to verify proper pricing and mark-ups,if any. ii. A copy of the subcontractor's invoice shall be required with the Vendor's invoice to verify pricing. B. Service Records/ Invoices: Vendor must submit an itemized Service Record / Invoice of the vehicle and service(s) provided,within 48-72 hours of the service.This record or invoice should include: • County Vehicle number(CC2-XXXX) • VIN or Serial#number,(XXXXXXXXXXXXXXXX)if available, • License Plate Number(if equipped) • Date the service was performed(XX/XX/2024 • Physical address or location of the pick-up location(s)and delivery or drop off location(s) • Purchase order number(PO#45XXXXXXX), • Description of service(s)provided • Number of free miles and chargeable loaded miles and calculated loaded milage totals. (In-route / unloaded milage can be listed, but is not chargeable) These itemized service records / invoices must be submitted to the Collier County Fleet Management Division 2901 County Barn Rd. Naples, FL 34112, to iames.fasulo@colliercountvfl.gov fleetparts a,colliercountyfl.gov& bccapclerk@collierclerk.com CAO Exhibit B Fee Schedule following this page (containing 1 pages) Page 16 of 18 Fixed Term Service Agreement [2025_ver.I] CAO a, 2 O 0 a, .n w v, w LA w (D w 0 m J_ a. 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S v E A a 0 m Z i-° ;° m Z F O f0 44 .0 1°- a a S t .-1 N m � F v ,n L0 N 4 CAO Exhibit C Affidavit Regarding Labor and Services following this page Page 17 of 18 Fixed Term Service Agreement [2025_ver.1 CAO AFFIDAVIT REGARDING LABOR AND SERVICES Effective July 1,2024, pursuant to§ 787.06(13), Florida Statutes,when a contract is executed, renewed, or extended between a nongovernmental entity and a governmental entity, the nongovernmental entity must provide the governmental entity with an affidavit signed by an officer or a representative of the nongovernmental entity under penalty of perjury attesting that the nongovernmental entity does not use coercion for labor or services. Nongovernmental Entity's Name: Qi-a��-Q-1- �,,>C C)Lc C scr Fes Sfr�;i ..D c !'7 P9441�'� Address: ) I j of 7'C1 i a() 1� - f'"-« \ Vii7-7 6-r,r"rk`t- Ft-- Phone Number: q lI — (y�j 9 r r-j DC) Authorized Representative's Name: `J--) I Authorized Representative's Title: c[S , (-1)Email Address: - %ctC flroi p+ G (71aI • L`DV'1 AFFIDAVIT �J I, Oiewvonre.1c AL el (Name of Authorized Representative),as authorized representative attest that {fro,., +- t�a,AA.(So.'. a (Name of Nongovernmental Entity)does not use coercion for labor or services as defined in§787.06, Florida Statutes. Under penalty of perjury, I declare that I have read the foregoing Affidavit and that the facts stated in it are true. �- 3-31- ZcZ9 (Signature of authorized representative) Date STATE OF FI-aR,-D4 COUNTY OF C/lfr4G077e Sworn to(or affirmed)and subscribed before me, by means of%physical presence or❑online notarization this 31 day of ft-R.6ff, 20,2S, by j,:,v,':K AtAina/.f (Name of Affiant), who produced their as identification or are personally known to me. Nod y Public J.EDWARD CANFIELD � Myf �y Notary Public,State gof Florida /c7/ l� �on. l No.HH 536133 Commission Expires Bonded ruAshtonAgency,Ina(800)451-4854 Personally Known IR Produced Identification Eil Type of Identification Produced: CONTRACT,RENEWAL,OR EXTENSION REQUEST FORM Version:2025.1 CAO Other Exhibit/Attachment Description: Federal Contract Provisions and Assurances ■ following this page (containing 8 pages) this exhibit is not applicable Page 18 of 18 Fixed Term Service Agreement [2025_ver.1] CAO FEDERAL CONTRACT PROVISIONS AND ASSURANCES COLLIER COUNTY Acceptance of FEDERAL Clauses Federal Transit Administration This project activity is funded in whole or in part by the Federal Government, or an Agency thereof. Federal Law requires that the Applicants contracts relating to the project include certain provisions. Per uniform requirements of federal awards (2 CFR Part 200.23)the definition of CONTRACTOR is an entity that receives a contract(including a purchase order). ACCESS TO RECORDS AND REPORTS(Applies to Subcontracts at every tier) a. Record Retention. The Contractor will retain and will require its subcontractors of all tiers to retain, complete and readily accessible records related in whole or in part to the contract, including, but not limited to, data, documents, reports, statistics, sub-agreements, leases, subcontracts, arrangements, other third-party agreements of any type,and supporting materials related to those records. b. Retention Period. The Contractor agrees to comply with the record retention requirements in accordance with 2 C.F.R. § 200.333. The Contractor shall maintain all books, records, accounts and reports required under this Contract for a period of at not less than three (3) years after the date of termination or expiration of this Contract, except in the event of litigation or settlement of claims arising from the performance of this Contract, in which case records shall be maintained until the disposition of all such litigation, appeals, claims or exceptions related thereto. c. Access to Records. The Contractor agrees to provide sufficient access to FTA and its contractors to inspect and audit records and information related to performance of this contract as reasonably may be required. d.Access to the Sites of Performance. The Contractor agrees to permit FTA and its contractors access to the sites of performance under this contract as reasonably may be required. CLEAN AIR AND WATER POLLUTION CONTROL ACTS The Contractor agrees: 1) It will not use any violating facilities; 2) It will report the use of facilities placed on or likely to be placed on the U.S. EPA"List of Violating Facilities;" 3) It will report violations of use of prohibited facilities to FTA; and 4) It will comply with the inspection and other requirements of the Clean Air Act, as amended, (42 U.S.C. §§ 7401 —7671q); and the Federal Water Pollution Control Act as amended, (33 U.S.C. §§ 1251-1387). 5)The Contractor also agrees to include these requirements in each subcontract exceeding $150,000 financed in whole or in part with Federal assistance provided by FTA. DEBARMENT, SUSPENSION, INELIGIBILITY AND VOLUNTARY EXCLUSION The Contractor shall comply and facilitate compliance with U.S. DOT regulations, "Nonprocurement Suspension and Debarment," 2 C.F.R. part 1200, which adopts and supplements the U.S. Office of Management and Budget(U.S. OMB) "Guidelines to Agencies on Governmentwide Debarment and Suspension (Nonprocurement)," 2 C.F.R. part 180. These provisions apply to each contract at any tier of$25,000 or more, and to each contract at any tier for a federally required audit(irrespective of the contract amount), and to each contract at any tier that must be approved by an FTA official irrespective of the contract amount. As such, the Contractor shall verify that its principals, affiliates, and subcontractors are eligible to participate in this federally funded contract and are not presently declared by any Federal department or agency to be: a) Debarred from participation in any federally assisted Award; b) Suspended from participation in any federally assisted Award; c) Proposed for debarment from participation in any federally assisted Award; d) Declared ineligible to participate in any federally assisted Award; e)Voluntarily excluded from participation in any federally assisted Award;or f) Disqualified from participation in ay federally assisted Award. By signing and submitting its bid or proposal, the bidder or proposer certifies as follows: The certification in this clause is a material representation of fact relied upon by the COUNTY. If it is later determined by the COUNTY that the bidder or proposer knowingly rendered an erroneous certification, in addition to remedies available to the COUNTY, the Federal Government may pursue available remedies, FEDERAL PROVISIONS-1 CAO FEDERAL CONTRACT PROVISIONS AND ASSURANCES including but not limited to suspension and/or debarment. The bidder or proposer agrees to comply with the requirements of 2 C.F.R. part 180, subpart C, as supplemented by 2 C.F.R. part 1200, while this offer is valid and throughout the period of any contract that may arise from this offer. The bidder or proposer further agrees to include a provision requiring such compliance in its lower tier covered transactions. DOMESTIC PREFERENCE FOR PROCUREMENTS a) As appropriate and to the extent consistent with law, the non-Federal entity should, to the greatest extent practicable under a Federal award, provide a preference for the purchase, acquisition, or use of goods, products, or materials produced in the United States (including but not limited to iron, aluminum, steel, cement, and other manufactured products). The requirements of this section must be included in all subawards including all contracts and purchase orders for work or products under this award. (b) For purposes of this section: (1) "Produced in the United States" means, for iron and steel products, that all manufacturing processes, from the initial melting stage through the application of coatings, occurred in the United States. (2) "Manufactured products" means items and construction materials composed in whole or in part of non-ferrous metals such as aluminum; plastics and polymer-based products such as polyvinyl chloride pipe; aggregates such as concrete; glass, including optical fiber; and lumber. In accordance with 2 CFR § 184.2(a), the standards of 49 CFR Part 661 to iron, steel, and manufactured products shall apply. ENERGY CONSERVATION (Applies to subcontracts at every tier) The contractor agrees to comply with mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act. FEDERAL CHANGES Contractor shall at all times comply with all applicable FTA regulations, policies, procedures and directives, including without limitation those listed directly or by reference in the Master Agreement between Purchaser and FTA, as they may be amended or promulgated from time to time during the term of this contract. Contractor's failure to so comply shall constitute a material breach of this contract. FEDERAL TAX LIABILITY AND FELONY CONVICTIONS (1) Transactions Prohibited. (i) Prior to any award, the County will obtain from the prospective Contractor a certification that the Contractor— (A) Does not have any unpaid Federal tax liability that has been assessed, for which all judicial and administrative remedies have been exhausted or have lapsed, and that is not being paid in a timely manner pursuant to an agreement with the authority responsible for collecting the tax liability; and (B)Was not convicted of the felony criminal violation under any Federal law within the preceding 24 months. (ii) If the Contractor cannot so certify, the County agrees to refer the matter to the FTA and not to enter into any agreement with the Contractors without FTA's written approval. (2) The County agrees to require all Contractors to flow this requirement down to participants at all lower tiers, without regard to the value of any subagreement. INCORPORATION OF FEDERAL TRANSIT ADMINISTRATION(FTA)TERMS The preceding provisions include,in part,certain Standard Terms and Conditions required by DOT,whether or not expressly set forth in the preceding contract provisions. All contractual provisions required by DOT, as set forth in FTA Circular 4220.1F, are hereby incorporated by reference.Anything to the contrary herein notwithstanding, all FTA mandated terms shall be deemed to control in the event of a conflict with other provisions contained in this Agreement.The Contractor shall not perform any act, fail to perform any act, or refuse to comply with any COUNTY requests which would cause the COUNTY to be in violation of the FTA terms and conditions. LOBBYING Contractors who apply or bid for an award of$100,000 or more shall file the certification required by 49 CFR part 20, "New Restrictions on Lobbying." Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier shall also disclose the name of any registrant under the Lobbying Disclosure Act of 1995 who has made lobbying contacts on its behalf with non-Federal funds with respect to that Federal contract, grant or award covered by 31 U.S.C. 1352. Such disclosures are forwarded from tier to tier up to the recipient. Executive lobbying costs. Costs incurred in attempting to improperly influence either directly or indirectly, an employee or officer of the executive branch of the Federal Government to give consideration or to act regarding a Federal award or a regulatory matter are unallowable. Improper influence means any influence that induces or tends to induce a Federal employee or officer to give consideration or to act regarding a Federal award or regulatory matter on any basis other than the merits of the matter. NO GOVERNMENT OBLIGATION TO THIRD PARTIES(Applies to subcontracts at every tier) (1) The County and Contractor acknowledge and agree that, notwithstanding any concurrence by the Federal FEDERAL PROVISIONS-2 CAO FEDERAL CONTRACT PROVISIONS AND ASSURANCES Government in or approval of the solicitation or award of the underlying contract, absent the express written consent by the Federal Government, the Federal Government is not a party to this contract and shall not be subject to any obligations or liabilities to the Recipient,Contractor,or any other party(whether or not a party to that contract)pertaining to any matter resulting from the underlying contract. (2) The Contractor agrees to include the above clause in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clause shall not be modified, except to identify the subcontractor who will be subject to its provisions. PROCUREMENT OF RECOVERED MATERIALS (1) In the performance of this contract, the Contractor shall make maximum use of products containing recovered materials that are EPA- designated items unless the product cannot be acquired— i. Competitively within a timeframe providing for compliance with the contract performance schedule; ii. Meeting contract performance requirements; or iii. At a reasonable price. (2) Information about this requirement, along with the list of EPA-designate items, is available at EPA's Comprehensive Procurement Guidelines web site, https://www.epa.gov/smm/comprehensive-procurement- guideline-cpq-program PROHIBITION ON CERTAIN TELECOMMUNICATIONS AND VIDEO SURVEILLANCE SERVICES OR EQUIPMENT Recipients and subrecipients are prohibited from obligating or expending loan or grant funds to: 1. Procure or obtain; 2. Extend or renew a contract to procure or obtain;or 3. Enter into a contract (or extend or renew a contract) to procure or obtain equipment, services, or systems that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system. As described in Public Law 115-232, section 889, covered telecommunications equipment is telecommunications equipment produced by Huawei Technologies Company or ZTE Corporation(or any subsidiary or affiliate of such entities). i. For the purpose of public safety, security of government facilities, physical security surveillance of critical infrastructure, and other national security purposes, video surveillance and telecommunications equipment produced by Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, or Dahua Technology Company(or any subsidiary or affiliate of such entities). ii. Telecommunications or video surveillance services provided by such entities or using such equipment. Telecommunications or video surveillance equipment or services procured or provided by an entity that the Secretary of Defense, in consultation with the Director of the National Intelligence or the Director of the Federal Bureau of Investigation, reasonably believes to be an entity owned or controlled by, or otherwise connected to, the government of a covered foreign country. In implementing the prohibition under Public Law 115-232, section 889, subsection (f), paragraph (1), heads of executive agencies administering loan, grant, or subsidy programs shall prioritize available funding and technical support to assist affected businesses, institutions and organizations as is reasonably necessary for those affected entities to transition from covered communications equipment and services, to procure replacement equipment and services, and to ensure that communications service to users and customers is sustained. See Public Law 115-232,section 889 for additional information. See also§200.471. PROGRAM FRAUD OR FALSE OR FRAUDULENT STATEMENTS OR RELATED ACTS The contractor acknowledges that 31 U.S.C. Chap. 38 (Administrative Remedies for False Claims and Statements) applies to the contractor's actions pertaining to this contract." NOTIFICATION TO FTA If a current or prospective legal matter that may affect the Federal Government emerges, the County must promptly notify the FTA Chief Counsel and FTA Regional Counsel for the Region in which the County is located. The Recipient must include a similar notification requirement in its Third-Party Agreements and must require each Third Party Participant to include an equivalent provision in its sub agreements at every tier, for any agreement that is a"covered transaction"according to 2 C.F.R. §§ 180.220 and 1200.220. (1) The types of legal matters that require notification include, but are not limited to, a major dispute, breach, default, litigation, or naming the Federal Government as a party to litigation or a legal disagreement in any forum for any reason. (2) Matters that may affect the Federal Government include, but are not limited to, the Federal Government's FEDERAL PROVISIONS-3 CAO FEDERAL CONTRACT PROVISIONS AND ASSURANCES • interests in the Award, the accompanying Underlying Agreement, and any Amendments thereto, or the Federal Government's administration or enforcement of federal laws, regulations, and requirements. (3) The County must promptly notify the U.S. DOT Inspector General in addition to the FTA Chief Counsel or Regional Counsel for the Region in which the Recipient is located, if the Recipient has knowledge of potential fraud, waste, or abuse occurring on a Project receiving assistance from FTA. The notification provision applies if a person has or may have submitted a false claim under the False Claims Act, 31 U.S.C. § 3729 et seq., or has or may have committed a criminal or civil violation of law pertaining to such matters as fraud, conflict of interest, bribery, gratuity, or similar misconduct. This responsibility occurs whether the Project is subject to this Agreement or another agreement between the Recipient and FTA, or an agreement involving a principal, officer, employee, agent, or Third-Party Participant of the Recipient. It also applies to subcontractors at any tier. Knowledge, as used in this paragraph, includes, but is not limited to, knowledge of a criminal or civil investigation by a Federal, state, or local law enforcement or other investigative agency, a criminal indictment or civil complaint, or probable cause that could support a criminal indictment, or any other credible information in the possession of the Recipient. DHS SEAL, LOGO,AND FLAGS The contractor shall not use the DHS seal(s), logos, crests, or reproductions of flags or likenesses of DHS agency officials without specific FTA pre-approval. TRAFFICKING IN PERSONS The contractor agrees that it and its employees that participate in the Recipient's Award, may not: (a) Engage in severe forms of trafficking in persons during the period of time that the Recipient's Award is in effect; (b) Procure a commercial sex act during the period of time that the Recipient's Award is in effect; or (c) Use forced labor in the performance of the Recipient's Award or subagreements thereunder. SAFE OPERATION OF MOTOR VEHICLES Seat Belt Use The Contractor is encouraged to adopt and promote on- the-job seat belt use policies and programs for its employees and other personnel that operate company- owned vehicles, company rented vehicles, or personally operated vehicles. The terms "company-owned" and "company- leased" refer to vehicles owned or leased either by the Contractor or Agency. Distracted Driving The Contractor agrees to adopt and enforce workplace safety policies to decrease crashes caused by distracted drivers, including policies to ban text messaging while using an electronic device supplied by an employer, and driving a vehicle the driver owns or rents, a vehicle Contactor owns, leases, or rents, or a privately-owned vehicle when on official business in connection with the work performed under this Contract. TERMINATION (Applies to subcontracts at every tier in excess of $10,000) Unless otherwise provided in this contract, should the Contractor be found to have failed to perform his services in a manner satisfactory to the County as per this Agreement, the County may terminate said Agreement for cause; further the County may terminate this Agreement for convenience with a thirty(30)day written notice. The County shall be sole judge of 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. CIVIL RIGHTS LAWS AND REGULATIONS (Applies to subcontracts at every tier) The COUNTY is an Equal Opportunity Employer. As such, the COUNTY agrees to comply with all applicable Federal civil rights laws and implementing regulations. Apart from inconsistent requirements imposed by Federal laws or regulations, the COUNTY agrees to comply with the requirements of 49 U.S.C. § 5323(h) (3) by not using any Federal assistance awarded by FTA to support procurements using exclusionary or discriminatory specifications. Under this Agreement, the Contractor shall at all times comply with the following requirements and shall include these requirements in each subcontract entered into as part thereof. 1. Nondiscrimination. In accordance with Federal transit law at 49 U.S.C. §5332, the Contractor agrees that it will not discriminate against any employee or applicant for employment because of race, color, religion, national origin,sex, disability, gender identity or age. In addition, the Contractor agrees to comply with applicable Federal implementing regulations and other implementing requirements FTA may issue. 2. Race, Color, Religion, National Origin, Sex. In accordance with Title VII of the Civil Rights Act, as amended, 42 U.S.C. § 2000e et seq., and Federal transit laws at 49 U.S.C. § 5332, the Contractor agrees to comply with all applicable equal employment opportunity requirements of U.S. Department of Labor (U.S. DOL) regulations, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor," 41 C.F.R. chapter 60, and Executive Order No. 11246, "Equal Employment Opportunity in Federal Employment," September 24, 1965,42 U.S.C. §2000e note, as amended by any later Executive Order that amends or supersedes it, referenced in 42 U.S.C. § FEDERAL PROVISIONS-4 CAO FEDERAL CONTRACT PROVISIONS AND ASSURANCES 2000e note. The Contractor agrees to take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, national origin, or sex (including sexual orientation and gender identity). Such action shall include, but not be limited to, the following: employment, promotion, demotion or transfer, recruitment or recruitment advertising, layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. 3.Age. In accordance with the Age Discrimination in Employment Act, 29 U.S.C. §§ 621-634, U.S. Equal Employment Opportunity Commission (U.S. EEOC) regulations, "Age Discrimination in Employment Act," 29 C.F.R. part 1625, the Age Discrimination Act of 1975, as amended, 42 U.S.C. § 6101 et seq., U.S. Health and Human Services regulations, "Nondiscrimination on the Basis of Age in Programs or Activities Receiving Federal Financial Assistance," 45 C.F.R. part 90, and Federal transit law at 49 U.S.C. § 5332, the Contractor agrees to refrain from discrimination against present and prospective employees for reason of age. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. 4. Disabilities. In accordance with section 504 of the Rehabilitation Act of 1973, as amended, 29 U.S.C. §794, the Americans with Disabilities Act of 1990, as amended,42 U.S.C. §12101 et seq.,the Architectural Barriers Act of 1968, as amended, 42 U.S.C. § 4151 et seq., and Federal transit law at 49 U.S.C. § 5332, the Contractor agrees that it will not discriminate against individuals on the basis of disability. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. Contract Work Hours and Safety Standards for Awards Not Involving Construction The Contractor shall comply with all federal laws, regulations, and requirements providing wage and hour protections for non- construction employees, in accordance with 40 U.S.C. § 3702, Contract Work Hours and Safety Standards Act, and other relevant parts of that Act, 40 U.S.C. § 3701 et seq., and U.S. DOL regulations, "Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction (also Labor Standards Provisions Applicable to Non-construction Contracts Subject to the Contract Work Hours and Safety Standards Act),"29 C.F.R. part 5. The Contractor shall maintain payrolls and basic payroll records during the course of the work and shall preserve them for a period of three(3)years from the completion of the contract for all laborers and mechanics, including guards and watchmen, working on the contract. Such records shall contain the name and address of each such employee, social security number, correct classifications, hourly rates of wages paid, daily and weekly number of hours worked, deductions made, and actual wages paid. Such records maintained under this paragraph shall be made available by the Contractor for inspection, copying, or transcription by authorized representatives of the FTA and the Department of Labor, and the Contractor will permit such representatives to interview employees during working hours on the job. The contractor shall require the inclusion of the language of this clause within subcontracts of all tiers. FEDERAL PROVISIONS-5 CAO FEDERAL CONTRACT PROVISIONS AND ASSURANCES Transportation by Ocean Vessel or Air(as applicable) FLY AMERICA REQUIREMENTS(Applies to subcontracts) The Contractor agrees to comply with the following: a)Definitions.As used in this clause-- • "International air transportation"means transportation by air between a place in the United States and a place outside the United States or between two places both of which are outside the United States. • "United States"means the 50 States,the District of Columbia,and outlying areas. • "U.S.-flag air carrier'means an air carrier holding a certificate under 49 U.S.C.Chapter 411. b) When Federal funds are used to fund travel, Section 5 of the International Air Transportation Fair Competitive Practices Act of 1974 (49 U.S.C. 40118) (Fly America Act) requires contractors, recipients, and others use U.S.-flag air carriers for U.S. Government-financed international air transportation of personnel (and their personal effects) or property, to the extent that service by those carriers is available. It requires the Comptroller General of the United States, in the absence of satisfactory proof of the necessity for foreign-flag air transportation,to disallow expenditures from funds, appropriated or otherwise established for the account of the United States,for international air transportation secured aboard a foreign-flag air carrier if a U.S.-flag air carrier is available to provide such services, c) If available, the Contractor, in performing work under this contract, shall use U.S.-flag carriers for international air transportation of personnel (and their personal effects)or property. d) In the event that the Contractor selects a carrier other than a U.S.-flag air carrier for international air transportation,the Contractor shall include a statement on vouchers involving such transportation essentially as follows: Statement of Unavailability of U.S.-Flag Air Carriers International air transportation of persons(and their personal effects)or property by U.S.-flag air carrier was not available or it was necessary to use foreign-flag air carrier service for the following reasons. See FAR§47.403.[State reasons]: e) The Contractor shall include the substance of this clause,including this paragraph(e), in each subcontract or purchase under this contract that may involve international air transportation. CARGO PREFERENCE REQUIREMENTS(Applies to subcontracts)Use of United States-Flag Vessels- The contractor agrees: a. At least 50 percent of any equipment, materials or commodities procured, contracted for or otherwise obtained with funds granted, guaranteed, loaned, or advanced by the U.S. Government under this agreement, and which may be transported by ocean vessel, shall be transported on privately owned United States-flag commercial vessels, if available. 46 U.S.C. § 55305, and U.S. Maritime Administration regulations, "Cargo Preference- U.S.- Flag Vessels,"46 CFR Part 381.; b. Within 20 days following the date of loading for shipments originating within the United States or within 30 working days following the date of loading for shipments originating outside the United States, a legible copy of a rated, 'on-board' commercial ocean bill-of-lading in English for each shipment of cargo described in 46 CFR § 381.7(a)(1)shall be furnished to both the recipient(through the prime contractor in the case of subcontractor bills- of-lading) and to the Division of National Cargo, Office of Market Development, Maritime Administration, Washington, DC 20590.);and c. to include these requirements in all subcontracts Issued pursuant to this contract when the subcontract may involve the transport of equipment,material,or commodities by ocean vessel. Certification On behalf of my firm, I acknowledge,the grant requirements identified in this document. Vendor/Contractor Name Pt c►iA Pi— e,.; t-keC - .{ ki 5 C.. Signature `. -+.--°� Date / " / -�J FEDERAL PROVISIONS- 6 C.A0 FEDERAL CONTRACT PROVISIONS AND ASSURANCES COLLIER COUNTY Certification Regarding Debarment, Suspension, and Other Responsibility Matters Primary Covered Transactions (1) The prospective primary participant certifies to the best of its knowledge and belief,that it and its principals: (a) Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any Federal department or agency; (b) Have not within a three-year period preceding this proposal been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State or local) transaction or contract under a public transaction; violation of Federal or State antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property; (c) Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (Federal, State or local) with commission of any of the offenses enumerated in paragraph (I)(b) of this certification; and (d) Have not within a three-year period preceding this application/proposal had one or more public transactions (Federal, State or local) terminated for cause or default. (2) Where the prospective primary participant is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this proposal. f1 ` \c I 4/1 Name Unique Entity Identification Number Hecav t.'14 G-2 ram, 5 - ! IC) 5 2 Title Tax ID Number Pi-ir RM pr- LA-)re-6 ice! Firm �Z TA,i c.,vtq. T rat �u n'T 4 �i-0 '��t �`4- .��7 Street Address, City, State, Zip Signat FEDERAL PROVISIONS-7 CAO FEDERAL CONTRACT PROVISIONS AND ASSURANCES COLLIER COUNTY Certification Regarding Lobbying The undersigned certifies, to the best of his or her knowledge, that: (1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. (2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form- LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions. (3) The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by 31, U.S.C. § 1352 (as amended by the Lobbying Disclosure Act of 1995). Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. The Contractor, Prom rr L✓/ieckX e_, certifies or affirms the truthfulness and accuracy of each statement of its certification and disclosure, if any. In addition, the Contractor understands and agrees that the provisions of 31 U.S.C. § 3801 et seq., apply to this certification and disclosure, if any. In addition, the Contractor understands and agrees that the provisions of 11.062, Florida Statutes., apply to this certification and disclosure, if any. • Signature of Contractor's Authorized Official p-i' Lee_ i�v�,�f 24.4 /4-4 ' ' -Name of Authorized Official and Title 1 ' 5— Date FEDERAL PROVISIONS-8 CAO