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Backup Documents 01/27/2009 Item #10B MEMORANDUM Date: February 2, 2009 To: Dianna Perryman, Contract Specialist Purchasing Department From: Teresa Polaski, Deputy Clerk Minutes & Records Department Re: Contract: #08-5039R "Automatic Meter Reading System" Contractor: Municipal Water Works, Inc. Attached please find one (1) original document of each amendment, as referenced above, (Agenda Item #108), approved by the Board of County Commissioners on Tuesday, January 27, 2009. An original has been retained in the Minutes and Records Department and one has been sent to the Finance Department. If you should have any questions, please contact me at 252-8411. Thank you. Attachments (I) lOB MEMORANDUM TO: Ray Carter Risk Management Department FROM: Dianna Perryman, Contract specialis~t) Purchasing Department" DATE: January 27,2009 RE: Review of Insurance for Contract: #08-5038R "Automatic Meter Reading System" Contractor: Municipal Water Works, Inc. lOB This Contract was approved by the BCC on January 27, 2009; Agenda Item 10.B Please review the Insurance Certificates for the above-referenced contract. If everything is acceptable, please forward to the County Attorney for further review and approval. Also, please advise me when it has been forwarded. Thank you. If you have any questions, please contact me at extension 4270. dod/DP C: Pam Libby, Water DATE RECEIVED JAN 2 9 2009 RISIS ~T} /j' /-3<('1 !frfL'"l4..P' /{" ({( <, lOB A G R E E MEN T 08-5038R for Automatic Meter Reading System THIS AGREEMENT, made and entered into on this _ ~ ltit1ay of .Jet V'I<A.tL""J _ 20~ by and between Municipal Water Works, Inc. authorized to do business in the State of Florida, whose business address is 3028 Mercy Drive, Orlando Florida 32808, hereinafter called the "Vendor" 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 Exhibits A & A-I 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 I of8 4. lOB 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: Municipal Water Works, Inc. 3028 Mercy Drive Orlando, Florida 32808 Attention: Debra Mathis, President Telephone: 877-295-2409 Facsimile: 407-295-2455 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. 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 Page 2 of8 effect or hereafter enacted or adopted. In the event of such violation by the Vendor oJfO 8 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 commence 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: -1\. 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. 13. 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. Ie. 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 Requireme)1ts: Collier County shall be listed as the Certificate Holder and included as an~dditional 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. There shall be a thirty (30) day notification to the County in the event of cancellation or modification of any stipulated insurance coverage. Page 3 of 8 Vendor shall insure that all subcontractors comply with the same insuralD 8 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, and Exhibits A and A-I. 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 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 Page 4 of8 may be amended. Failure by the Vendor to comply with the laws referenced herein slIP B 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, FIll. Stilt. 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 PERSONNEUPROTECT 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. 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 Pagc5of8 adequate to meet the dates set forth in the Project Schedule. Firm shall not change K! 0 B 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. ,C'i(wn ATTEST:.:';,. .....rP/,. ,'\. .' . ",' ,,':J Dwight E.Jtcick, Oerf'oC<;:ourts .. ...'....k "";, "'<-.1 ';,..', .....,.. _ I'lW '.,' By. ';.' . at .. (SEAr: :' , . ..' Attest 1"00. ~~.In1411 , 119Aature on,- BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA ,r.' By: i! :'>C>7'JC dA~ Donna Fiala, Chairman Municipal Water Works Inc. Vendor u..-. By: ^-~o Signature /:' vo lip e. '1'/1 0 ".,~$ Type/ print witness name ,:;i~rf-~~&-~ S cond Itness UQ.x>,c... L .I'<\o:\y,i s. . 'V re s,c\~'(\'" Typed signature and title ~j\'1{J..{,\rr Type/print witness name Approved as to form and legal sufficie ~IJ Jennifer Belpedio Whit Assistant County Attorney Item # -1fJ'/2 Ageoda I' "Y"I101 Date ~ Page 6 of8 Exhibit A Price List lOB 3G Interpreter Register Note: mounts on existing meter base No wires/no external antennas or components $122.91 ea. 5/8" x %" Meter 3G RF Gal Register and PL Lid $ 166.45 ea 3G Universal XTR Transceiver Encoder Input (Does not include encoder register) $ 88.76 ea. 3/4" SL Meter 3G RF Gal Register and PL Lid $168.06 ea. %" x 9" Meter 3G RF Gal Register and PL Lid $182.41 ea. 1" Meter 3G RF Gal Register and PL Lid $ 202.49 ea. 1-1/2" Thd Meter 3G RF Gal Register and PL Lid $294.01 ea. 2" Thd Meter 3G RF Gal Register and PL Lid $356.38 ea. Active Antenna $ 36.67 ea. A Y 10}23 - %" Meter Adapter Idler x 1-1/2" $7.05 ea. The following equipment and software will be included at no charge with the purchase of (1260) _ %" x 9" Meter 3G RF Gal Register and PL Lid -or- (1200) - 3G Interpreter Registers. Included: Complete MasterLINK Data Collection and Laptop Vehicle Reading System For Laptops . Panasonic Toughbook Laptop . Power cables . Data Collection Software . Vehicle Reading Software w / "Moving Maps" . 3G Technician Software . DMMR Transceiver and cigarette lighter plug . Comm cables . Mag Mount Antenna and cable . GPS Receiver . 2 Days On-site installation & training . ASCll Interface to existing billing software Additional Reading Equipment and software for Collier County's existing laptop: . Data Collection Software . Vehicle Reading Software w / "Moving Maps" . 3G Technician Software . DMMR Transceiver and cigarette lighter plug . Comm Cables . Mag Mount Antenna and cable . GPS Receiver Page I of 2 . Exhibit A-I 108 Additional Equipment and Software: MasterLINK Laptop Vehicle Reading System Includes: . Panasonic Toughbook Laptop . Power cables . Data Collection Software . Vehicle Reading Software w / "Moving Maps" . 3G Technician Software · DMMR Transceiver and cigarette lighter plug . Comm cables . Mag Mount Antenna and cable . GPS Receiver $8,491.62 ea. MasterLINK Vehicle Reading System (less Laptop) Includes: . Data Collection Software . Vehicle Reading Software w / "Moving Maps" . 3G Technician Software . DMMR Transceiver and cigarette lighter plug . Comm cables . Mag Mount Antenna and cable . GPS Receiver $5,438.98 ea. MasterLINK Jett Handheld Reading System Incl udes: . Jeff Handheld Computer . Charging Cradle and power cables . Comm Cables . Vehicle Reading Software . 3G Technician Software · DMMR Transceiver and cigarette lighter plug . Comm cables . Vehicle Cradle & Charger . Mag Mount Antenna and cable $6,564.21 ea. Page 2 of 2 JAN-28-2009 03:04P FROM: TO: 12392525597 P. n ACORD CERTIFICATE OF LIABILITY INSURANCE II DATI! (MMIDDIYYYYI ~ 01/2812009 PRQgUC&R THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Tony RU881 Insuranca Agancy, Inc. ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND. EXTEND OR 2575 S. Franch Avanua ALTER THE COVERAGE AFFORDED BY THE POLICIES 6ELOW. Sanford, Fl. 32773 INSURERS AFFORDING COVERAGE NAIC# .- IN8URaD Municipal Wala,Worka, Inc. INSURER A: Nautllus/CRlmD Ina. Sarvlcea - 3028 Marcy Drive INSURER B Auto Owna.. Insu..nca OMando, Fl. 32808 INSURER C' INSURER O' INSuRr;:R (; 10 COVERAGES THE POLICIES OF INSURANCe L.ISTED BeL-OW HAVE BEEN ISSUED TO THE INSUREO t>tAMED 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 ~OilES. AGGREGATE LIMITS SHOWN MAY HAVE B~N ReouCED BY PAlO CLAIMS ~ D' POUCY NUNSI1R poucyel'I'eCTIVB POUCV BXPlRATION LIMITS ~NI!RAL UASlUTY EACH OCCURRENCE . 1 000 000. A .!-. ~MMERCIAl GENERAL LIABilITY NC841040 12/0712008 12/07/2009 DAMAGE TO RENTED . 50 000. CLAIMS MAD!; ~ OCCUR ME;D EXP 'Anu one "ORon' d 000. X HIRED/NON OWNED AUTO PE:RSONAL 8 AOV INJURY . 1 000 000. GENERA' AGGREGATE . 2000 000. <;tEl~ AaG~lin LIMIT AF'MSLPER' PRODUCTS. CDMPIOP AGG . 1 000 000. POLICY ~C,.9,: LOC ~TOMoaILIl LIAIlILITY COMBINED SINGLE LIMIT . 1,000,000 B - ANY AUTO 47.335~24-00 08-09-2008 08.09.2009 (Eallllddlllnl) - ALL OWNED AUTOS BOOIL Y INJURY . L SCHEDULED AUTOS (POrp8RDn) L HIReO AUTOS BODILY INJURY (Peracddent) . L NON-OWNED AUTOS PROPERTY DAMAGE , (Perllcddanl) ,~oa LIABILITY AUTO ONLY. EA ACCIDENT , ANY AUTO OTHER THAN eA ACe s AUTO ONLY, AGO . :::=J~B8/UMBR&Lt.A LIABILITY EACH OCCURRENCE S OCCUR D CLAIMS MAOE AGGREGATE S . - =] ~EOUCTIBLE S RETENTION . S WORKIiRII COMPIINIlATlcm AND I...~~JT~I\;!~ I IOJ~' EMPLOYEftII' LIASIL./TY e.l. EACH ACCIOENT S ANY PROPRIETORlPARTNERlEXECUTIVE OFFICERIMEM8ER EXCLUDED? El. DISEASE. EA EMPLOVEE . :~:~,~~Sierlbe undar : "el,,, EL. DISEASE. POLICY LIMIT S OTHER Covaraga $217,000. $1,000 dad. A Busln..s pa..onal Proparty NC841040 12.07.2008 12.07-2009 Windstorm & H.II $6 510. DBBCRlPnoN 01" OPBRATIONS I L.OCATlON8 I YIIHICL.&11 'iXCLUSIONS ADD&D BY BNDORIII!MBNT /BPI!ClAL PROVISIONS Cartlficala holda, II namad al addlllonallnlured with ...pect 10 Ganaral Liability CERTIFICATE HOLDER CANCELLATION Collier CDUntry Bo.rd of County Comml..lonara 33~1 Tamlaml Trail, Ea.t Naplaa, Fl. 34112, SHOULD ANY Ol'THI! ABOYI!! DI!8CRlIiJ&D POUClli.8liJ& CANCELLI!D BiP'ORG THE 6XPlMTION DATI THlU'lICI'. Ttll! IGaUING INOUAER WIL.L ENDEAVOR TO MAIL ~ OAVS WRITTlilll NOTlCIITO THB CElRTII"ICATE HOLO!,. NAMED TO THI! L.!n, BUT PAILURETO DO SO SHALL IMP081i NO OBUaA110N 0" LIABILITY 01' ANY KIND UPON THE INSURER, ITS AGeNTS OR ItI!PREB!NTATlVe8. AUTHOltlZ.D ".llIl1l...NTA ACORD 25 (2001/08) 0 ACORD,. CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DDIYYYY) 1~ PRODUCER Alliance Insurance Solutions LLC THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION PO Box 1777 ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE St Petersburg, FL 33731 HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. 727-497-1247 INSURERS AFFORDING COVERAGE www.ins4biz.com NAIC# INSURED Progressive Employer !NSURER A: SUNZ Insurance Comoanv 10133 Services VI, LLC INSURER B: 6407 Parkland Drive INSURER c: Sarasota FL 34243 INSURER 0: INSURER E: 1 8 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 DO' TYPEO' POLICY NUMBER PR.l.L+~Y EFFECTIVE POLICY EXPIRATION LIMITS ~ERAL. LIABILITY EACH OCCURRENCE , COMMERCIAL GENERAL UABIL1TY PRFM*Es'1E~~~~~n""\ , - ~ CLAIMS MADE 0 OCCUR MED EXP (Anyone parson) , PERSONAL & AOV INJURY , GENERAL AGGREGATE $ ~'~ AGG~EnE LIMIT APnSIPER: PRODUCTS - COMP/OP AGG , POLICY I ~~R.,: LOC ~TOMOBIL.E LIABILITY COMBINED S!NGLE LIMIT , ANY AUTO (Ea aecidel1\) - - ALL OWNED AUTOS BOOIl Y INJURY (PerpefSOO) , - SCHEDULED AUTOS - HIRED AUTOS BODILY INJURY (Peraccidenl) , - NON-OWNED AUTOS - PROPERTY DAMAGE , (Parecddent) ~RAGE LIABILITY AUTO ONLY - EA ACCIDENT . ANY AUTO OTHER THAN EA ACe , AUTO ONLY: AGG . EXCESS/UMBREL.LA LIABILITY EACH OCCURRENCE , P-OCCUR 0 CLAIMS MADE AGGREGATE , . R DEDUCTIBLE . RETENTION . . WORKERS COMPENS~~ND .I I T'X'i,,sT:rrg,, I .lIOJ~. A EMPLOYERS' LIABILITY WCPEOOOOOO0603 10/20/2008 1/112009 1 000.000 ANY PROPRIETOR/PARTNER/EXECUTIVE WCPEOOOOOO0604 1/1/2009 1/1/2010 EL EACH ACClDENT , OFFICER/MEMBER EXCLUDED? EL DISEASE. EA EMPLOYE E $ 1 nnn nno ~~E~I~!S~R~VfS1&NS below EL DISEASE - POLICY LIMIT , 1 nnn nnn OTHER DESCRIPTION OF OPERATIONS IlOCATlONS I VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT I SPECIAL PROVISIONS State of FL Cover~e Only Coverage Provide for all Leased Employees but not Subcontractors of: Municipal Water Works, Inc. CERTIFICATE HOLDER CANCELLATION 8285 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION COLLIER COUNTY DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAlL ....JO...:. DAYS WRITTEN 3301 TAMIAMI TRAIL EAST NonCE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL NAPLES FL 34112 IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES. . 10 Days for Non-Payment of Premium AUTHORIZED REPRESENTATIVE Douglas Lilak ~ctd!il...L Cl':RT NO.. 4169048 CLIENT CODE: PESV Virginia Proffitt Phone, 1-941-925-2990 12/10/2008 8,40:32 ~D25 (2001/08) @ACORDCORPORATION 1988 From: Dianna Perryman., Contract Specialist ro....Jh Purchasing Department, Extension 427&lV' , .:t:'('C: %.J:.:TE ,~E \".ell kA.. \. I lr,t ,vO)II'- IlV r. T''["" Jr'" \.J\. " I ~! J ,"", I ! ___.I ,',I " ~~: ITEM 0.: oq-.wcdoq~ ROUTED TO: REQUEST FOR LEGAL SERVICES Date: January 27, 2009 To: Office of the County Attorn Attention: Jennifer B Clio White Re: Contract: #08-5038R "Automatic Meter Reading System" Contractor: Ferguson Enterprises, Inc. BACKGROUND OF REQUEST: This contract was approved by the BCC on January 27, 200 .; Agenda Item 10.B This item has not been previously submitted ACTION REQUESTED: /' - , Contract review and approval. OTHER COMMENTS: Jennifer, please forward to the Chairman of the Board of County Commissioners for signature after approval. If there are any questions concerning the document, please contact me. Purchasing would appreciate notification when the documents exit your office. Thank you. C: Pam Libby, Water 10B'I MEMORANDUM Date: February 23, 2009 To: Dianna Perryman, Contract Specialist Purchasing Department From: Martha Vergara, Deputy Clerk Minutes & Records Department Re: Contract: #08-5039R "Automatic Meter Reading System" Contractor: Ferguson Enterprises, Inc. Attached please find one (1) original document of each amendment, as referenced above, (Agenda Item #10B), approved by the Board of County Commissioners on Tuesday, January 27, 2009. An original has been retained in the Minutes and Records Department and for the Board's official records. If you should have any questions, please contact me at 252-7240. Thank you. Attachments Page 1 of 1 10B\~1 TeachScott To: perryman_d Cc: colli_m; AlthouseTammy Subject: Contract # 08-5038R "Automated Meter Reading System" I Ferguson Enterprises, Inc. I RLS 09- PRC-01093 Dianna, I am returning the above RLS for your review and correction of the following. On the signature pages, an unauthorized party signed on behalf of Ferguson Enterprises, Inc. We will need an officer of the company to sign the agreement or a corporate Resolution stating that the Operations Manager has authority to bind the company. Also, the notary public mistakenly signed in the Clerk's Attest section. As a result, the entire agreement will have to be re-executed per my above direction. When you have the corrected agreement back, please direct it to my attention and I will sign and forward it to the BCC for execution. Scott R. Teach Deputy County Attorney Collier County, Florida Tel: (239) 252-8400 Fax: (239) 252-6300 2/2/2009 RLs#_d1'-ltf'-{9IO'i'1IOB I'" CHECKLIST FOR REVIEWING CONTRACTS Entity Name: F;; i!GII,StJlV rAJ71'i2P.et~r oS) ~^X'. Entity name correct on contract? Entity registered with PL Sec. of State? LYes . "Yes ___LL"____ Insurance Insurance Certificate attached? Insured registered in Florida? Contract ft. &/or Project referenced on Certificate? Certificate Holder name correct (BCCr' Commercial General Liability General Aggregate Required $.. _ ___.___ Products/Compl/Op Required $____ Personal & Advert Required $ . . ____ Each Occurrence Required $ Fire/Prop Damage Required $ Automobile Liability Bodily lnj & Prop Required $ Workers Compensation Each accident Required $_ Disease Aggregate Required Disease Each Empl Required $_. Umbrella Liability Each Occurrence Provided $ Aggregate Provided $ Does Umbrella sufficiently cover any underinsured portion? Professional Liability Each Occurrence Required $_______ Per Aggregate Required $__ Other lnsurance Each Occur Type:_____ Required $ County required to be named as additional insured? County named as additional insured? /Yes ..V"" Yes Yes __>.L: Yes Provided $5,p_--'~-I-l!_~_q_ Provided $ .), OC~~_~~ Provided $ _~~~_ Provided $-4-P-c1fP~- Provided $~",,;,P"o. Provided $S~~f~'c' Provided $;;>~S~- Provided $ 2t_~~.fV'~~ Provided ~')}Q.~Cf_<9!:o:'.__ No No No No ............No No Exp. Date5j-'-l~_'L_ Exp. Date .=t=. Exp. Date_. Exp. Date.. .______ Exp. Date ____ Exp Date .8./ L./f'i'_ Exp Date j'i/ I 10'1 Exp Date '7'. ..-- Exp Date ._. Exp Date ___ Exp Date __ ___ Yes Provided $ Provided $ ProVided $ ,/ Yes v Yes Indemn({icafion Does indemnification meet County standards? Is County indenmifying other party? ,,/ ..a Performance Bond Bond requirement referenced in contract? If attached, expiration date of bond ."~_____ Does dollar amount match contract? Agent registered in Florida? Signature Blocks Correct executor name in signature block? Correct title of executor? Executor authorized to sign for entity? Proper number of witnesses/notary? Authorization for executor to sign, if necessary: Chairman's signature block? Clerk's attestation signature block? County Attorney's signature block? ~'~~~j; ( ,'O'r'-''''W,/"i'; 1) "rr 0X;:~81 ~. ... -~ --- Yes Yes Yes _..v'" Yes _L Yes Yes /Yes Attachments Are all required attachments included'? LYes .No Exp. Date Exp. Date Exp Date _.____ No No Yes Yes No ._I........No Yes ..LNo Yes Yes No ____No } l\.c;&M~ y \ ~No No No No ..---==- ? No . _LNo No No Reviewer lnit wv-.'W.sunbiz.org - Department of State Page 1 of3 lOa Home Contact Us E-Filing Services Document Searches Forms Help PL~~j9_Y_$ on List N.ext Qnl.,Js.t Rttl.YJD_T9J,,!SJ Events N~me Hist"ry Entity Name $~ar~h Detail by Entity Name Foreign Profit Corporation FERGUSON ENTERPRISES. INC. Filing Information O"cument Number 855377 FEI Number 541211771 O~te Filed 01/31/1983 St~te VA St~tus ACTIVE L~st Event MERGER Event O~te Filed 11/19/2008 Event Effective O~te 11/30/2008 Principal Address 12500 JEFFERSON AVENUE NEWPORT NEWS VA 23602 US Changed 03/12/2008 Mailing Address 12500 JEFFERSON AVENUE NEWPORT NEWS VA 23602 US Changed 03/12/2008 Registered Agent Name & Address CORPORATION SERVICE COMPANY 1201 HAYS STREET TALLAHASSEE FL 32301 US Name Changed: 03/05/2001 Address Changed: 03/05/2001 Officer/Director Detail Name & Address Title VPS HAll, TERRY E 12500 JEFFERSON AVENUE NEWPORT NEWS VA 23602 Title VCFO MillER, BRAOEN l ASO 12500 JEFFERSON AVENUE NEWPORT NEWS VA 23602 http://www. sunbiz.org/scripts/cordet.exe'?action=D ETFI L&in'Ldoc ~ number=855 3 77 &inq... 12/3/2008 Page 2 of3 lOB ~I www.sunbiz.org - Department of State TilleT WITT. JOSEPH R 12500 JEFFERSON AVENUE NEWPORT NEWS VA 23602 Title CD ROACH, FRANK W 12500 JEFFERSON AVENUE NEWPORT NEWS VA 23602 TitleVP FELTMAN, JAMES A 12805 HIGHWAY 55, SUITE 400 PLYMOUTH MN 55441 TitleVP BYRD, LONNIE A 12500 JEFFERSON AVENUE NEWPORT NEWS VA 23602 Annual Reports Report Year Filed Date 2006 03/28/2006 2007 03/29/2007 2008 03/12/2008 Document Images llLlg/Z008 -- Merger 03/12LZQ08-=6NNVj\L REPORT 03/29/2007 -. ANNUAU<EF'QRT 12/Z712llilJi -- Ma.rger 03/28/2006 -,Jl.Nl\ili6LREPORT 03/31/2005 --.ANNUAL REPORT 04/22/2004 -,ANNUAL REPORT 03/12/2003-=-ANNUAL REPORT 03/27/2002 -- ANNUAL REP08T 03/05/2001 -- ANNUAL REPORT 01/05/2001 -- ReRAgent Change 03/20/2000 -- ANNUAL REPORT Q:),'16/1999=.8_N N UI\_L81OPQ8 T 02/16/1998 --.ANNUAL REPORT 04/24/1997 =-ANNUAL REPORT 02/27/1 9g6-=-ANNl.IALREP_ORT 02/Q1I1g95,=-ANNUAL REPORT View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image In PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format Note: This is not official record. See documents if question or conflict. p_revioJJ~_<LrLl"ist Next on U$t R~ttYrn_I9--"-ist http://www.sunbiz.org/scripts/cordet.exe?action=D ETF1L&inqdoc __ numbcr=85 53 77 &inq... 12/3/2008 www.sunbiz.org - Department of State EventJl Name History 10aB3 oil Entity Name Search I Home Contact us Document Searches [-Filing Services Forms Help Copyright and Privacy Policies Copyright ':f) 2007 State of Florida, Department of State. http://www.sunbiz.org/scripts/cordel.exe'?action=D ETFIL&inq_ doc _ number=85 5 3 77 &inq... 12/3/2008 lOB 11 SECRETARIAL CERTIFICATE OF AUTHORIZA nON The undersigned Assistant Secretary of Ferguson Enterprises, Inc., a Virginia corporation (the "Corporation"). hereby certifies that: i) certain of the Corporation's facilities in Florida are doing business as Ferguson Enterprises, Inc. and ii) David L. Keltner is Chief Financial Otlieer of Ferguson Enterprises, Inc. and iii) that the resolutions adopted by the Corporation's Board of Directors effective July 31, 2008, duly authorize certain of the Corporation's officers, including the Assistant Secretary, to designate, and I hereby do so designate David L. Keltner as an authorized representative of the Corporation to act for and on behalf of the Corporation to prepare and submit bids and proposals to the Corporation's customers, to enter into contracts, agreements or other documents, and to execute such documents and tmdertake all such acts as may be deemed in thc best interest of the Corporation, including the execution of bonds and in doing so, to contractually bind the Corporation. Unless withdrawn sooner, this certification of authorization shall be effective tmtil December 31,2009. Date4i-\$~t;~/~, 2009 ~' ,.~\ - . It ~ .:;"...!>.~ ,""" '1\' ~ '" ., ..,~ .... ~ ~ ~ 0 ....~~"'J/.. \rl -;;:.. .:.:: 0 'cP A""' ::- ~f5i I!!l1<fI':. \z~ ~;~ \....~?.) Ol CO;l11,,>>.n~~jl'i:ginia ) II//."i':'''\\\\\ ) City of Newport News ) FERGUSON ENTERPRISES, INC. B /~ '/ Y:L ./ i:. '~ ,_ _1'_ David N. Meeker. Assistant Secretary Sworn to subscribed and acknowledged before me this 13lh day of February, 2009, by David N. Meeker, personally known to me, in his capacity as Assistant Secretary of Ferguson Enterprises. Inc., a Virginia corporation, on behalf of such corporation. Notary Tammy 1'- Austin v-'< p "'uS . ',,'r'~;',.t~Y ""'~ ~~, - -0 <"""'.'" -~ ~ MY C'> -: '':::CMMISSION ~ -' (). I>.JUMBER . -q:- -. ',Q. 2011336 ~c -.1;. . (:;. " O~ALT~O\---\~ My commission expires: 09/30/2009 lOB l' MEMORANDUM TO: Ray Carter Risk Management Department FROM: Dianna Perryman, Contract speciali~ Purchasing Department DATE: January 27, 2009 RE: Review of Insurance for Contract: #08-5038R "Automatic Meter Reading System" Contractor: Ferguson Enterprises, Inc. This Contract was approved by the BCC on January 27, 2009; Agenda Item 10.B Please review the Insurance Certificates for the above-referenced contract. If everything is acceptable, please forward to the County Attorney for further review and approval. Also, please advise me when it has been forwarded. Thank you. If you have any questions, please contact me at extension 4270. dod/DP OA1E RECEl'JEO .lA-N 2. 9 21l1l9 RIS\<. I'\AAAGE~EN1, .) . .-J:,.. /_~' (1 'j h'" . j(j/"I'tX,-Ci . 4-~C"/~ f /1,1" , I C: Pam Libby, Water lOB , FERGUSON ENTERPRISES, INC. SECRETARIAL CERTIFICATION OF AUTHORIZATION The undersigned Secretary of Ferguson Enterprises, Inc., a Virginia corporation (the "Corporation"), hereby certifies that David L. Keltner is the Corporation's duly appointed Chief Financial Officer and Treasurer and in such capacity is authorized to execute and submit to Collier County. a political subdivision of the State of Florida, Collier County, Naples that ce11ain Bid Proposal Form for "Automatic Meter Reading Systems." Date: February 17,2009 FERGUSON ENTERPRISES, INC. l;~'):i)~;~~i::::~\ ;;' 0: / r~\, ~~ ~ ~ ~ [ en ~".. )~~ [Cdw.Qr{/\'ILst.~ 1'" ,v," ,:-,;' "~:II~,," \\\\\" By: Terry] . f lull, ;>icretary lOa ,. A G R E E MEN T 08-5038R for Automatic Meter Reading System THIS AGREEMENT, made and entered into on this. ~ay of .,J Qn\.Ulr"<; _ 20D<i 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 "Vendor" and Collier County, a political subdivision of the State of Florida, Collier County, Naples, hereinafter called the "County": WIT N E SSE T H: 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 lOa !I 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, PurchasingjGS 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 of? 10at 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 commence 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 Liabilitv: 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 lOB There shall be a thirty (30) day notification to the County in the event cancellation or modification of any stipulated insurance coverage. " of 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 108 1 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 PERSONNEUPROTECT 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 lOB 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. Finn 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 chunge. The County retains final approval of proposed replacement personnel. IN WITNESS WHEREOF, the Vendor and the County, have each, H"pectively, by an authorized person or agent, hereunder set their hands and seals on the date and year first above written. "I".,. ATTEST: ,," ,'.', D?{:ESJ;' C. tk of,~ourts fl( B~: -li", ,--,--" '~1..-::t'L, .~~ fliJ{:}~ . .t.....IJIlJ!l" BOARD OF COUNTY COMMISSIONERS COLLIE!< ~(r.JTY, FLORIDA _ By.._ _'.~~~, d~~ ... Donna Fiala, Chairn1an Ferguson Enterprises, Inc. o ve:c:~ B\,: \ - -----.' -~-_.__._-_.._----_.._.__._.- First Witness _.JF;~A~~~ Signature Ri!.vicj L!.. i<:el tn"I..'::" Chief. Fin_al1cia1 Officer Typed signature and title jehVllfe~ Ann ~Ufi(,Ci.K Type/print witness name Ap \,'dast(~nlaIt L leg sUfficigc1t_ t- Scott Teach Assistant County Attorney P;lgC () or 7 lOB t Exhibit A Price List 3/4 " M35 Low Lead, Bronze Bottom, AD E ORION Integral Pit Data Profile Transmitter $170.44 1" 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 . READCENTER 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 lOa ~ j ACORD.. CERTIFICATE OF LIABILITY INSURANCE Page I DATE 1 of 4 12/04/2008 PRODUCER 877-945-7378 THIS CERTIFICATE IS ISSUEO AS A MATTER OF INFORMATION ONLY ANO CONFERS NO RIGHTS UPON THE CERTIFICATE Willis HRH HOLOER. THIS CERTIFICATE DOES NOT AMENO, EXTENO OR 26 Century Blvd. ALTER THE COVERAGE AFFOROEO BY THE POLICIES BELOW. P. o. Box 305191 Nashville, TN 372305191 ~SURERS AFFOROING COVERAGE NAIC# ._,,----,-- ---------- ---------- ----" u___ --- --- INSURED Ferguson Enterpr~ses, Inc. and Subs~d~ar~e8 INSURER A Gran~ te State Insurance COIllpany 23809-000 (See Attached N~ed Insured Schedule) - -- -- INSURERS Nat10nal Un~on F~re Ins. Co. of Pittsburg 19445-000 12500 Jefferson Avenue i-----..---------------..- Newport News. VA 23602 ! INSURERC New Hampshire Insurance Company 23841-002 I INSURER D ------,..--..- ........- American International Sou th Insurance Co 40258-001 ----------,,- .------.-- INSURER E COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TOTHE 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 I~.f': NDJl~14 TYPE OF INSURANCE A X I GENERAL LIABILITY r~-l COMMERCIAL GENERALlIABILITY [1=.J CLAIMS MADE [i:] OCCUR H 1....I.n ........-_..-....-....... -. ,_~E~'L AGGR~~A!lE ,LIMIT APr~~~ PER , POLICY I I j~8T I i LOC B i i B Ai B i i AUTOMOBILE LIABILITY X~ ANY AUTO : ALL OWNED AUTOS C _J SCHEDULED AUTOS X~ HIRED AUTOS ,KJ NON-OWNED AUTOS ;lself-Insured ~ Physical Damaae i GARAGE LIABILITY ~ ANY AUTO EXCESS/UMBRELLA LIABILITY -- ] OCCUR ['J CLAIMS MADE -I DEDUCTIBLE I RETENTION $ C WORKERS COMPENSATION AND i EMPLOYERS' LIABILITY D I ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? I If yes, describe under SPECIAL PROVISIONS below POLICY NUMBER P8H~~~1t~~;wr 8/1/2008 Pgk!f~Y;~~:ff~NT-----~;----'------' 8/1/2009 IE,ACHOCCURRENcE $ 2.000.000 I DAMAGE TO RENTED I PREMISESIEaoccurencel $ l.....Q~QQQ._ rMEDEXP(AnYOnepers~L__ $_ ,"_.JQ.lJLQQ... I.~_~~!?~~~~.~DYINJURY $ 2 000 000 1S3~~ERALAGGREGATE $ 5.000. OPO f~~_DUCTS-COMP!OPAGG $ 2LQ_Q.Q....9JlJt II'.C.OMBINED SI.NGLE LIMIT $ (EaacCldent) 5,000,000 'I BODILY INJURY $ (Per person) ~ ... I BODILY INJURY ~peraCGldenl) I PROPERTY DAMAGE I (Peraccidenl) 1871848 ADS 1607707 MA 1607708 VA 1607709 DR 1607731 8/1/200S 8/1/2008 8/1/2008 8/1/200S 8/1/2009 8/1/2009 8/1/2009 8/1/2009 i $ . .------ ~~TO ONLY.- EA ACCIl?!=!!~. OTHER THAN EAACC $ AUTO ONLY AGG $ $ .----..- $ , EACH OCCURRENCE ~A::'G:E ... !-.- ----- $ ---- $ $ ADS 1872151 ADS 1872152 8/1/200S 18/1/2008 ; I i I,WCSTATU- I 10TH. .~.l !9_R)' LIMITS I I ER E.L. F.ACH ACCIDENT $ E..L. DISEASE - EA EMPLOYEE $ EL DISEASE - POLICY LIMIT $ 2L.Q.QlL..!LQQ... ~.I_Q.Q..g,L.9JtL 2 000 000 8/1/2009 8/1/2009 , ! OTHER I DESCRIPTION OF OPERA TIONSILOCA TIONSNEHICLESIEXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS See Attached for Additional Workers' Compensation Policies: CERTIFICATE HOLOER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL ~ DAYS WRITTEN 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 REPRESENTATIVES AUTHORI 0 REPRESENTATIVE Collier Countr Board of County Commissioners 3301 East Tarn]ami Trail Naples, FL 34112 ACORD 25 (2001/08) Coll:2554117 Tpl:809614 Cert:11743972 / @ACORDCORPORATION1988 lOB ~ WIllis CERTIFICATE OF LIABILITY INSURANCE Page 2 of 4 I DATE PRODUCER 877-945-737S 12/04/2008 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLOER. THIS CERTIFICATE OOES NOT AMENO, EXTEND OR ALTER THE COVERAGE AFFORDEO BY THE POLICIES BELOW. Willis BRH 26 Century Blvd. P. O. Box 305191 Nashville, TN 372305191 INSURERS AFFOROING COVERAGE NAIC# INSURED Ferguson Enterprises, Inc. and Subsidiaries (See Attached Named Insured Schedule) 12500 Jefferson Avenue Newport News, VA 23602 1t:J:"~~_~R_A~~~~~!-_t~_-?_t:_ate Insurance Company 23809-000 INSURERS. National Union Fir~Ins~S'~~_!'i-t:~~~~!.9 19~~~-::..~O~_ ~N_SURE_RC: New~~pshir~_!_Il.!3~_:r:::<iIlce_S'_~~~~r________ 23841-002 INSURERD American International South Insurance Co 40258-001 __ _u_ ________ _ _~_._ _________ I INSURER E DESCRIPTION OF OPERATlONSILOCATlONSNEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS we Policy No. 1872151 (Front Page) - AK, AL, AZ, CO, DE, lA, ID, ME, MI, MN, MT, NE, 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 $2,000,000 Workers' Compensation - OR Policy No. 1872158 Carrier: Ins. Co. of the State of PA Coll:2554117 Tpl:809614 Cert:11743972 lOB .~ WIllis CERTIFICATE OF LIABILITY INSURANCE Page I DATE 3 of 4 12/04/2008 PRODUCER 877-945-7378 THIS CERTIFICATE IS ISSUEO AS A MATTER OF INFORMATION ONLY ANO CONFERS NO RIGHTS UPON THE CERTIFICATE Willis HRB HOLDER. THIS CERTIFICATE OOES NOT AMENO, EXTENO OR 26 Century Blvd. ALTER THE COVERAGE AFFOROEO BY THE POLICIES BELOW. P. o. Box 305191 L~AIC#__ Nashville, TN 372305191 INSURERS AFFORCING COVERAGE .-'--"--- .. .".W"_'_ ------ f---------- .'_H _.-.._- - - INSURED Ferguson Enterprises, Ioe. ood Subsidiaries INSURER A: Granite State Insurance Company i23a09_~ (See Attached Named Insured Schedule) INSURER B: National Union Fire Ins. Co. of Pi ttsburgl 19445 - 000 12500 Jefferson Avenue --------------.-- .. ....._.C'-" _.._..____ Newport NewB, VA 23602 .!!:J_~~RE~(;;_~':~" ':I_~psl:1~:r:_~___~nsura~'?e Company 23841-002 INSURER D: American International South Insurance Co ~-~~-~_:~~~ _._---~--_.- .' _. ....... _. '.___________.... ____ _____u._,____________ INSURERE DESCRIPTION OF OPERATlONSILOCATIONSNEHICLESlEXCLU$IONS ADDEO 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. Coll:2554117 Tpl:809614 Cert:11743972 * \' ~ (\,~ V\. _....L \0'1 ~o-r\,lA (08 If :l.1/t>4 A G R E E MEN T 08-5038R for Automatic Meter Reading System THIS AGREEMENT, made and entered into on this day of 2009, by and between Municipal Water Works, Inc. authorized to do business in the State of Florida, whose business address is 3028 Mercy Drive, Orlando Florida 32808, hereinafter called the IIVendorll and Collier County, a political subdivision of the State of Florida, Collier County, Naples, hereinafter called the IICountyll: 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 Exhibits A & A-I 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 of8 lob 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: Municipal Water Works, Inc. 3028 Mercy Drive Orlando, Florida 32808 Attention: Debra Mathis, President Telephone: 877-295-2409 Facsimile: 407-295-2455 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. .>t..: 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. 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 Page 2 of8 (08 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 commence 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. There shall be a thirty (30) day notification to the County in the event of cancellation or modification of any stipulated insurance coverage. Page 3 of8 lofJ 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, and Exhibits A and A-1. 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 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 Page 4 of8 I.Gb 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 PERSONNEI/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. 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 Page 5 of8 lOb 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. ATTEST: Dwight E. Brock, Clerk of Courts BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA By: By: Dated: (SEAL) Donna Fiala, Chairman Municipal Water Works Inc. Vendor By: First Witness Signature Type! print witness name Second Witness Typed signature and title Type! print witness name Approved as to form and legal sufficiency: Jennifer B. White Assistant County Attorney Page 6 of8 Exhibit A Price List 3G Interpreter Register Note: mounts on existing meter base No wires/no external antennas or components $122.91 ea. 5/8" x %" Meter 3G RF Gal Register and PL Lid $ 142.50 ea 3G Universal XTR Transceiver Encoder Input (Does not include encoder register) $88.76 ea. 3/4" SL Meter 3G RF Gal Register and PL Lid $168.06 ea. %" x 9" Meter 3G RF Gal Register and PL Lid $182.41 ea. 1" Meter 3G RF Gal Register and PL Lid $202.49 ea. 1-1/2" Thd Meter 3G RF Gal Register and PL Lid $294.01 ea. 2" Thd Meter 3G RF Gal Register and PL Lid $356.38 ea. Active Antenna $ 36.67 ea. AY 10J23 - %" Meter Adapter Idler x 1-1/2" $7.05 ea. J6fJ The following equipment and software will be included at no charge with the purchase of (1260) - %" x 9" Meter 3G RF Gal Register and PL Lid -or- (1200) - 3G Interpreter Registers. Included: Complete MasterLINK Data Collection and Laptop Vehicle Reading System For Laptops . Panasonic Toughbook Laptop . Power cables . Data Collection Software . Vehicle Reading Software w / "Moving Maps" . 3G Technician Software . DMMR Transceiver and cigarette lighter plug . Comm cables . Mag Mount Antenna and cable . GPS Receiver · 2 Days On-site installation & training · ASCII Interface to existing billing software Additional Reading Equipment and software for Collier County's existing laptop: · Data Collection Software . Vehicle Reading Software w / "Moving Maps" . 3G Technician Software · DMMR Transceiver and cigarette lighter plug . Comm Cables · Mag Mount Antenna and cable . GPS Receiver Page 7 of8 . Exhibit A-I Additional Equipment and Software: MasterUNK Laptop Vehicle Reading System Includes: . Panasonic Toughbook Laptop . Power cables . Data Collection Software . Vehicle Reading Software w/ "Moving Maps" . 3G Technician Software . DMMR Transceiver and dgarette lighter plug . Comm cables . Mag Mount Antenna and cable . GPS Receiver $8,491.62 ea. MasterUNK Vehicle Reading System (less Laptop) Includes: . Data Collection Software . Vehicle Reading Software w/ "Moving Maps" . 3G Technician Software . DMMR Transceiver and cigarette lighter plug . Comm cables . Mag Mount Antenna and cable . GPS Receiver $5,438.98 ea. MasterUNK J ett Handheld Reading System Includes: . Jeff Handheld Computer . Charging Cradle and power cables . Comm Cables . Vehicle Reading Software . 3G Technician Software . DMMR Transceiver and cigarette lighter plug . Comm cables . Vehicle Cradle & Charger . Mag Mount Antenna and cable $6,564.21 ea. Page 8 of8 tD 1? l0:45A FROM: TO: 4072952455 lD YJ P.l ACORD TIf CERTIFICATE OF LIABILITY INSURANCE DATIl (MMlDDIYYYY) 12/10/2008 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. P"ODUCER' Tony Russi Insurance Agency, Inc. 2576 S. French Avenue Sanford, Fl. 32773 INSURED Municipal Water Works, Inc. 3028 Mercy Drive Orlando, Fl. 32808 INSURERS AFFORDING COVERAGE INSURER A: Nautllus/Crum Ins. Services NSURER B: Auto Owners Insurance INSURER C: INSURER 0: INSURER I!: NAIC# COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAve BEEN ISSUED TO THE INSUREO NAMED ABOVE FOR THE POUCY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT. TERM OR CONDITION OF AHY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES OESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS. EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATe LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID ClAIMS. ----...-. Ir~c~~ ..".... POLICY HUM"" POLICV 1il'f&CTlVI POUCY IlXPIPlATION LIMITS ~NliftAL LIABILITY EACH OCCURRENCE . 1 000 000. A ~ OMERCIAl GENERAL LIIIBllITY NC841 040 12/07/2008 12107/2009 . g~~~lo RENTED I s 50.000. _ Cl.AIM9 MADE [!J OCCUR MED EXP An. OM ...tsanl S 1 000. X HIREDfNON OWNED AI PERSONAL &AOV INJURY I 1 000 ODD. I-- s 2 000.000. f----, GENERAL AGGREGATE nLAGG~nE LIMIT APnS PER: PRODUCTS. COMP/OP AGG S 1 000,000. POLICY ~.; LOC ~TOMOBILIi LIABILITY COMBINED SINGLE LIMIT . B Atl'fAUTO 47-335-624-00 08-09-2008 08.09.2D09 (ea accldenl) t-- I-- ALL OWNED AUTOS BODILY INJURY . 100,000. ~ SCHEDULEO AUTOS (p., ""....n) ~ HIRED AUTOS OODIL Y INJURY S 300,000. r!.. NON.OWNEO AUTOS (Par IICddenl) - PROPERTY DI\MA.GE S (PerllCddonl) ~lUlQE LIABILITY AUTO ONLY. EA ACCIDENT . A.tl'f AUTO OTHER T1-IAN EAACC S AUTO ONLY: AGO S :==J&a8ItIMBlUIl.LA LIABILITY EACH OCCURRENCE S OCCUR 0 CLAIMS MIIDE AGGREGATE $ S =i DEDUCTIBLE s RETENTION $ S WORKERS COMPI!NSATlON AND ~~.lli,t;.c, I IOJ,ti- EMPLOYE"!' LIAIIIUTY ANY PROPRIETORIPARTNERIEXECUTIVE E.l. EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? .E.L".PL$.EASE. EA EMPLOYEE $ ~~~M~.~I:M::~L" b.'..... S.L DISEASE - POLICY UMIT $ OTHER Coverage $217,000. $1,000 dad. A BU81nes8 Pensonal Property NC841040 12..07-2008 12-07-2009 Wlndstonn & Hall $6,510. DEBCRIPTlON OP OP&PlATlONlll LOCATlONlI/vtiHICLIllI/IXCLUBIONB ADDBO BV BND<lRBIlMBHT ISP&CIAL PROVlSIONB Certificate holder Is named 88 additional Insured with respect ta General Liability CERTIFrCA TE HOLDER CANCELLATION Collier Country Board of County Commissioners 3301 TBmlBml Trail, East Naples, Fl. 34112, BHOULI:I APlY or TIt I AIIOVI! DlIllCI"IlEC rOUCIEllll1l CAtfCItLLBC IlEI'ORIlTHI! I!XPIAATlON DATI TNEftBOl'. TNS IBIUING INSUREI'l WILL INDEAVOft TO MAlL ~ DAva WRlnSN NOTICE TO THII CEI'lTl lCATE HO R NAMED TO TH! LEI'T, BUT fAILURE TO DO ao SHALL IMPOlll! N ITY 01' ANY KIND UPON THB INBUREII. ITS AOENTIl Oft ACORD 25 (2001108) @) ACORD CORPORATION 1988 ACORDr" CERTIFICATE OF LIABILITY INSURANCE DATE (MMIODIYYYY) 12 2 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. PRODUCER Alliance Insurance Solutions LLC PO Box 1777 St Petersburg, FL 33731 INSURED 727-497-1247 www.ins4biz.com Progressive Employer Services VI, LLC 6407 Parkland Drive Sarasota FL 34243 INSURERS AFFORDING COVERAGE INSURER A: S NZ Insurance Com an INSURER B: INSURER C: INSURER 0: INSURER E: NAIC# 10133 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. I~;: ~~~~ POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION LIMITS ~ERAL LIABILITY EACH OCCURRENCE $ - =:]'MERCIAL GENERAL LIABILITY ~Ra;;SES ';'E~~~~~nce\ $ - CLAIMS MADE D OCCUR MED EXP (Anv one person I $ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ ~'L AGGREAE LIMIT APFlS PER: PRODUCTS - COMP/OP AGG $ POLICY P,bW;: LOC ~OMOBILE LIABILITY COMBINED SINGLE LIMIT $ ANY AUTO (Ee eccident) - - ALL OWNED AUTOS BODILY INJURY $ SCHEDULED AUTOS (Per person) - - HIRED AUTOS BODILY INJURY $ NON.QWNED AUTOS (Per accident) - ,.--- PROPERTY DAMAGE $ (Per accident) RGE LIABILITY AUTO ONLY- EA ACCIDENT $ ANY AUTO OTHER THAN EA ACC $ AUTO ONLY: AGG $ 3ESS/UMBRELLA LIABILITY EACH OCCURRENCE $ OCCUR 0 CLAIMS MADE AGGREGATE $ $ =j DEDUCTIBLE $ RETENTION $ $ A WORKERS COMPENSATION AND ./ I WC STATU- I ./IOJ~- EMPLOYERS' LIABILITY WCPEOOOOOO0603 10/20/2008 111/2009 1.000.000 ANY PROPRIETOR/PARTNERlEXECUTIVE WCPEOOOOOO0604 1/112009 1/112010 E.L. EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? E.L. DISEASE - EA EMPLOYEE $ 1.000.000 ~ml~'E'~~V~~~NS below E.L. DISEASE - POLICY LIMIT $ 1000000 OTHER DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES / EXCLUSIONS ADDED BY ENDORSEMENT / SPECIAL PROVISIONS State of FL Cover~e Only Coverage Provide for all Leased Employees but not Subcontractors of: Municipal Water Works, Inc. CERTIFICATE HOLDER 8285 COLLIER COUNTY 3301 TAMIAMI TRAIL EAST NAPLES FL 34112 CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF. THE ISSUING INSURER WILL ENDEAVOR TO MAIL ....3!l.:. DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT. BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KINO UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES. '10 Days for Non-Payment of Premium AUTHORIZED REPRESENTATIVE ~~dW--L CERT NO.: 4169048 CLIENT CODE.. PESV Virginia Proffitt phone: Dou las Lilak 1-941-925-2990 12/10/20088 ,40,32 ~ceRO 25 (2001/08) @ACORD CORPORATION 1988