#08-5038R (Ferguson Enterprises, Inc.)
A G R E E M ENT 08-5038R
for
Automatic Meter Reading System
THIS AGREEMENT, made and entered into on this _ 2.1-thday of ~JQ"tlJl.r:J---: 200~ by
and between Ferguson Enterprises, Inc., authorized to do business in the State of Florida,
whose business address is 3801 Prospect Avenue, Naples, Florida 34104-3713, hereinafter
called the II Vendor II and Collier County, a political subdivision of the State of Florida, Collier
County, Naples, hereinafter called the "County":
WITNESSETH:
1. COMMENCEMENT. This Agreement shall commence on the date of the issuance of a
Purchase Order.
The County may, at its discretion and with the consent of the Vendor, renew the
Agreement under all of the terms and conditions contained in this Agreement for three
(3) additional one (1) year periods. The County shall give the Vendor written notice of
the County's intention to extend the Agreement term not less than ten (10) days prior to
the end of the Agreement term then in effect.
2. STATEMENT OF WORK. The Vendor shall provide Automatic Meter Reading
Systems in accordance with the terms and conditions of RFP #08-5038R and the
Vendor's proposal referred to herein and made an integral part of this agreement. This
Agreement contains the entire understanding between the parties and any
modifications to this Agreement shall be mutually agreed upon in writing by the
Vendor and the County project manager or his designee, in compliance with the County
Purchasing Policy and Administrative Procedures in effect at the time such services are
authorized.
3. COMPENSATION. The County shall pay the Vendor for the performance of this
Agreement the aggregate of the units actually ordered and furnished at the unit price,
per Exhibit A together with the cost of any other charges/fees submitted in the
proposal.
Any county agency may purchase products and services under this contract, provided
sufficient funds are included in their budget(s). Payment will be made upon receipt.of a
proper invoice and upon approval by the Project Manager or his designee, and in
compliance with Section 218.70, Fla. Stat., otherwise known as the "Local Government
Prompt Payment Act".
Page 1 of7
4. SALES TAX. Vendor 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.
5. NOTICES. All notices from the County to the Vendor shall be deemed duly served if
mailed or faxed to the Vendor at the following Address:
Ferguson Enterprises, Inc.
3801 Prospect Avenue
Naples, Florida 34104-3713
Attention: Jeff Walbert, Operations Manager
Telephone: 239-643-4970
Facsimile: 239-643-4945
All Notices from the Vendor to the County shall be deemed duly served if mailed or
faxed to the County to:
Collier County Government Center
Purchasing Department - Purchasing Building
3301 Tamiami Trail, East
Naples, Florida 34112
Attention: Steve Carnell, Purchasing! GS Director
Telephone: 239-252-8371
Facsimile: 239-252-6584
The Vendor 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.
6. NO PARTNERSHIP. Nothing herein contained shall create or be construed as creating
a partnership between the County and the Vendor or to constitute the Vendor as an
agent of the County.
7. 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 Vendor. 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 Vendor. The Vendor shall also be solely responsible for payment of any
and all taxes levied on the Vendor. In addition, the Vendor 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 Vendor agrees to comply with all laws
governing the responsibility of an employer with respect to persons employed by the
Vendor.
Page 2 of7
8. NO IMPROPER USE. The Vendor 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 Vendor or if
the County or its authorized representative shall deem any conduct on the part of the
Vendor to be objectionable or improper, the County shall have the right to suspend the
contract of the Vendor. Should the Vendor 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 Vendor further agrees not to comrhence operation during the
suspension period until the violation has been corrected to the satisfaction of the
County.
9. TERMINATION. Should the Vendor 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 immediately 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.
10. NO DISCRIMINATION. The Vendor agrees that there shall be no discrimination as to
race, sex, color, creed or national origin.
11. INSURANCE. The Vendor shall provide insurance as follows:
A. Commercial General 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 Premises and Operations; Independent
Vendors; Products and Completed Operations and Contractual Liability.
B. 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. Workers' Compensation: Insurance covering all employees meeting Statutory
Limits in compliance with the applicable state and federal laws.
The coverage must include Employers' Liability with a minimum limit of $500,000
for each accident.
Special Requirements: Collier County shall be listed as the Certificate Holder and
included as an Additional Insured on the Comprehensive General Liability
Policy.
Current, valid insurance policies meeting the requirement herein identified shall
be maintained by Vendor during the duration of this Agreement. Renewal
certificates shall be sent to the County thirty (30) days prior to any expiration date.
Page 3 of7
There shall be a thirty (30) day notification to the County in the event of
cancellation or modification of any stipulated insurance coverage.
Vendor shall insure that all subcontractors comply with the same insurance
requirements that he is required to meet. The same Vendor shall provide County
with certificates of insurance meeting the required insurance provisions.
12. INDEMNIFICATION. To the maximum extent permitted by Florida law, the Vendor
shall 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, to the extent caused by the negligence, recklessness,
or intentionally wrongful conduct of the Vendor or anyone employed or utilized by the
Vendor in the performance of this Agreement. This indemnification obligation shall not
be construed to negate, abridge or reduce any other rights or remedies which otherwise
may be available to an indemnified party or person described in this paragraph.
This section does not pertain to any incident arising from the sole negligence of Collier
County.
13. CONTRACT ADMINISTRATION. This Agreement shall be administered on behalf
of the County by the Water Department.
14. CONFLICT OF INTEREST: Vendor 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. Vendor further represents that no
persons having any such interest shall be employed to perform those services.
15. COMPONENT PARTS OF THIS CONTRACT. This Contract consists of the attached
component parts, all of which are as fully a part of the contract as if herein set out
verbatim: Vendor's Proposal, Insurance Certificate, RFP #08-5038R, Exhibit A.
16. 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.
17. 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, 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 contract held by the individual and! or firm for cause.
.
18. IMMIGRATION LAW COMPLIANCE. By executing and entering into this agreement,
the Vendor is formally acknowledging without exception or stipulation that it is fully
Page 4 of7
l
responsible for complying with the provisions of the Immigration Reform and Control
Act of 1986 as located at 8 U.s.e. 1324, et seq. and regulations relating thereto, as either
may be amended. Failure by the Vendor 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.
19. 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.
20. OFFER EXTENDED TO OTHER GOVERNMENTAL ENTITIES. Collier County
encourages and agrees to the successful proposer extending the pricing, terms and
conditions of this solicitation or resultant contract to other governmental entities at the
discretion of the successful proposer.
21. 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.
22. ADDITIONAL ITEMS/SERVICES. Additional items and! or services may be added to
this contract upon satisfactory negotiation of price by the Contract Manager and
Contactor.
23. 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 Vendor 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 Vendor 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.
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.
24. KEY PERSONNEL/PROJECT STAFFING: The proposer's personnel and management
to be utilized for this project shall be knowledgeable in their areas of expertise. The
County reserves the right to perform investigations as may be deemed necessary to
insure that competent persons will be utilized in the performance of the contract.
Page 5 of7
Selected firm shall assign as many people as necessary to complete the project on a timely basis,
and each person assigned shall be available for an amount of time adequate to meet the dates set
forth in the Project Schedule. Firm shall not change Key Personnel unless the following
conditions are met: (1) Proposed replacements have substantially the same or better
qualifications and/ or experience; and (2) That the County is notified in writing as far in advance
as possible. Firm 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.
IN WITNESS WHEREOF, the Vendor and the County, have each, respectively, by an authorized
person or agent, hereunder set their hands and seals on the date and year first above written.
Ii
First Witness
JUlIi.l~~
Type/ print witness name
U-O. ;VL
f(;lS~nd Witness
JeYlV),;er I1r1n ~YM,orh
Type/print witness name
L
BOARD OFCOUNTY COMMISSIONERS
COLLIER COUNTY, FLORIDA
By: t!!~~ ddc.
~na Fiala, Chairman
Ferguson Enterprises, Inc.
B: OJen_t{~_
y --.-.---.-.
Signature
DaviQ.J:,..!.._K~l tner - ChieC FiI}?.IJ.cial Of f icer
Typed signature and title
Page 6 of7
Exhibit A
Price List
3/4 " M35 Low Lead, Bronze Bottom, ADE
ORION Integral Pit Data Profile Transmitter
$ 170.44
I" M55 Low Lead, Bronze bottom, ADE,
ORION Integral Pit Data Profile Transmitter
$180.92
1-1/2" M120 Elliptical, Low Lead, ADE,
ORION Integral Pit Data Profile Transmitter
$ 299.20
2" M170 Elliptical, Low Lead, ADE,
ORION Integral Pit Data Profile Transmitter
$ 368.45
ORION, Universal Pit Data Profile Transmitter
$ 76.50
ORION Mobile Meter Reading System
Includes the following which will be given to Collier
County if Ferguson/Badger is awarded:
No Charge
. Panasonic Toughbook Laptop
. Receiver
. Power Cable
. Antenna
. Ship Container
. ORION Reading Software with Leak Detection
. NA VTEQ Mapping Software
. RSSI Mapping Software
. ORION Data Profile Viewer Software with Download Cable
. Badger Trimble Ranger Handheld with internal ORION
. READ CENTER Reading Management Software
o Receiver and Charging Cradle
. 3 Days On-Site Customer Training
. Billing Interface Charges Associated with Conversion to ORION
The annual maintenance cost for Orion Panasonic Mobile Laptops which include: Meter /
Distribution Pipe Leak Detection and Auto Geo Mapping $3000.00 annually. Annual
maintenance cost for our Trimble hand held processors is $720.00 annually. All Badger
Service Agreements are FREE of CHARGE for the first year.
There is no charge for interfacing to Collier County's billing system of choice.
Page 7 of7
ACORDTM
CERTIFICATE OF LIABILITY INSURANCE Page 1 of 4
PRODUCER
877-945-7378
DATE
12/04/2008
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
Willis HRH
26 Century Blvd.
P. O. Box 305191
Nashville, TN 372305191
INSURERS AFFORDING COVERAGE
NAIC#
INSURED
Ferguson Enterprises, Inc. and Subsidiaries
(See Attached N~ed Insured Schedule)
12500 Jefferson Avenue
Newport News, VA 23602
INSURER A: Granite State Insurance Company
INSURERS: National Union Fire Ins. Co. of Pittsburg
INSURERC: New H~pshire Insurance Company
INSURERD:American International South Insurance Co
23809-000
19445-000
23841-002
40258-001
INSURER E:
COVERAGES
THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING
ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR
MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH
POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSR m~~ TYPE OF INSURANCE POLICY NUMBER P8,H~~~~58mf Pgk!f.!(~rAib~J!gN LIMITS
LTR
A X ~NERAL LIABILITY 1871848 8/1/2008 8/1/2009 EACH OCCURRENCE $ 2 000 000
-X- 5MERCIAL GENERAL LIABILITY ~~~~~H9E~~cJ.7r~nce\ $ 1 000 000
- CLAIMS MADE [i] OCCUR MED EXP (Anyone person) $ 10 000
PERSONAL & ADV INJURY $ 2 000 000
GENERAL AGGREGATE $ 5 000.000
~N'LAGGRnE LIMIT APn PER: PRODUCTS - COMP/OP AGG $ 2 000 000
PRO-
POLICY JECT LOC
B ~TOMOBILE LIABILITY AOS 1607707 8/1/2008 8/1/2009 COMBINED SINGLE LIMIT
8/1/2008 8/1/2009 (Ea accident) $ 5,000,000
B ..x. ANY AUTO MA 1607708
A f-- ALL OWNED AUTOS VA 1607709 8/1/2008 8/1/2009 BODILY INJURY
$
B SCHEDULED AUTOS OR 1607731 8/1/2008 8/1/2009 (Per person)
I---
Jl HIRED AUTOS BODILY INJURY
$
~ NON-OWNED AUTOS (Per accident)
~ Self-Insured PROPERTY DAMAGE
$
X Phvsical Dama<re (Per accident)
RRAGE LIABILITY AUTO ONLY - EA ACCIDENT $
ANY AUTO OTHER THAN EA ACC $
AUTO ONLY: AGG $
OESSJUMBRELLA LIABILITY EACH OCCURRENCE $
OCCUR D CLAIMS MADE AGGREGATE $
$
R DEDUCTIBLE $
RETENTION $ $
C WORKERS COMPENSATION AND AOS 1872151 8/1/2008 8/1/2009 X I T~~~IfJI~S I IOTH-
EMPLOYERS' LIABILITY ER
D ANY PROPRIETOR/PARTNER/EXECUTIVE AOS 1872152 8/1/2008 8/1/2009 E.L. EACH ACCIDENT $ 2 000.000
OFFICER/MEMBER EXCLUDED? E.L. DISEASE - EA EMPLOYEE $ 2 000 000
If yes, describe under
SPECIAL PROVISIONS below E.L. DISEASE - POLICY LIMIT $ 2 000 000
OTHER
DESCRIPTION OF OPERATIONS/LOCATIONSNEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS
See Attached for Additional Workers' Compensation Policies:
CERTIFICATE HOLDER
CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION
DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL ~ DAYS WRITIEN
NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL
IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR
ACORD 25 (2001/08)
Coll:2554117 Tpl:809614 Cert:11743972
/.
@ACORDCORPORATION 1988
Collier Count~ Board of County Commissioners
3301 East TamJami Trail
Naples, FL 34112
Willis
CERTIFICATE OF LIABILITY INSURANCE Page 2 of 4 I
PRODUCER
877-945-7378
DATE
12/04/2008
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
Willis HRH
26 Century Blvd.
P. O. Box 305191
Nashville, TN 372305191
INSURERS AFFORDING COVERAGE
NAIC#
INSURED
Ferguson Enterprises, Inc. and Subsidiaries
(See Attached Named Insured Schedule)
12500 Jefferson Avenue
Newport News, VA 23602
INSURER A: Granite State Insurance Company 23809-000
INSURERB:Nationa1 Union Fire Ins. Co. of Pittsburg 19445-000
INSURERC:New Hampshire Insurance Company 23841-002
INSURERD:American International South Insurance Co 4025B-001
INSURER E:
I
DESCRIPTION OF OPERA TIONS/LOCATIONSNEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS
WC Policy No. 1872151 (Front Page) - AX, AL, AZ, CO, DE, lA, ID, ME, MI, MN, MT, NH, NJ, NV, NY,
RI, UT, VA, VT, WV
WC Policy No. 1872152 (Front Page) - AR, CT, DC, GA, HI, IL, IN, KS, KY, LA, MD, MO, MS, NC, NE,
NM, OK, PA, SC, SD, TN
Workers' Compensation - CA
Policy No. 1872153
Carrier: Ins. Co. of the State of PA
Policy Period: 08/01/2008-2009
Statutory
Limits:
EL Each Accident $2,000,000
EL Disease. - Each Employee $2,000,000
EL Disease - Policy Limit $2,000,000
Workers' Compensation - FL
Policy No. 1872154
Carrier: New Hampshire Insurance Company
Policy Period: 08/01/2008-2009
Statutory
Limits:
EL Each Accident $2,000,000
EL Disease - Each Employee $2,000,000
EL Disease - Policy Limit $2,000,000
Workers' Compensation - MA
Policy No. 1872155
Carrier: Ins. Co. of the State of PA
Policy Period: 08/01/2008-2009
Statutory
Limits:
EL Each Accident $2,000,000
EL Disease - Each Employee $2,000,000
EL Disease - Policy Limit $2;000,000
Workers' Compensation - WI
Policy No. 1872156
Carrier: Illinois National Insurance Company
Policy Period: 08/01/2008-2009
Statutory
Limits:
EL Each Accident $2,000,000
EL Disease - Each Employee $2,000,000
EL Disease - Policy Limit $2,000,000
Workers' Compensation - TX
Policy No. 1872157
Carrier: New Hampshire Insurance Company
Policy Period: 08/01/2008-2009
Statutory
Limits:
EL Each Accident $2,000,000
EL Disease - Each Employee $2,000,000
EL Disease - Policy Limit $2,000,000
Workers' Compensation - OR
Policy No. 1872158
Carrier: Ins. Co. of the State of PA
Coll:2554117 Tpl:809614 Cert:11743972
willis
CERTIFICATE OF LIABILITY INSURANCE Page 3 of 4
I
PRODUCER
877-945-7378
Willis HRH
26 Century Blvd.
P. O. Box 305191
Nashville, TN 372305191
INSURERS AFFORDING COVERAGE
NAIC#
INSURED
Ferguson Enterprises, Inc. and Subsidiaries
(See Attached Named Insured Schedule)
12500 Jefferson Avenue
Newport News, VA 23602
INSURER A: Granite State Insurance Company
23809-000
I
INSURERB: National Union Fire Ins. Co. of Pittsburg 19445-000
INSURERC: New Hampshire Insurance Company 23841-002
INSURER 0: American International South Insurance Co 40258-001
INSURER E:
DESCRIPTION OF OPERATIONS/LOCATIONSNEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS
Policy Period: 08/01/2008-2009
Statutory
Limits:
EL Each Accident $2,000,000
EL Disease - Each Employee $2,000,000
EL Disease - Policy Limit $2,000,000
Collier County Board of County Commissioners are Additional Insureds on the General Liability
policy as their interest may appear.
Cpll:2554117 Tpl:809614 Cert:11743972