Loading...
HomeMy WebLinkAboutSevern Trent Environmental Services, Inc. - Agreement for Meter Reading Services -2012 10 01 AGREEMENT FOR METER READING SERVICES THIS AGREEMENT FOR METER READING SERVICES ("Agreement") is made and entered into by and between the CITY OF WINTER SPRINGS, a Florida municipal corporation ("City"), located at 1126 East State Road 434, Winter Springs, Florida 32708, and Severn Trent Environmental Services, Inc., a Texas Corporation authorized to transact business in the State of Florida ("Service Provider"), located at: 16337 Park Row, Houston, Texas 77084. WITNESSETH: WHEREAS, City wishes to obtain Meter Reading Services (ITB 003/12/EG) for a limited time period; and WHEREAS, Service Provider participated in the selection and negotiation process; and WHEREAS, Service Provider is willing to provide such Meter Reading Services (ITB 003/12/EG), for the City under the terms and conditions stated herein. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties covenant and agree as follows: 1.0 GENERAL PROVISIONS 1.1 Recitals. The foregoing recitals are deemed to be true and accurate and are fully incorporated herein by reference. 1.2 Engagement. The City hereby engages Service Provider and Service Provider agrees to perform the Services outlined in this Agreement for the stated fee arrangement. No prior or present agreements or representations shall be binding upon any of the parties hereto unless incorporated in this Agreement. 1.3 Due Diligence. Service Provider acknowledges that it has investigated prior to the execution of this Agreement and satisfied itself as to the conditions affecting the Services, the availability of materials and labor, the cost thereof, the requirements to obtain necessary insurance as set forth herein, and the steps necessary to complete the Services within the time set forth herein. Service Provider warrants unto the City that it has the competence and abilities to carefully and faithfully complete the Services within the time set forth herein. Service Provider will perform its Services with due and reasonable diligence consistent with sound professional practices. 2.0 TERM AND DEFINITIONS. 2.1 The term of this Agreement shall be for twelve (12) months, commencing on October 1, 2012, and terminating at midnight on September 30, 2013, unless either party chooses to exercise its rights under Section 20 Termination. The parties shall have the option to extend the term of this Agreement for five (5) one-year periods. Any such extension shall be by mutual written agreement of all parties and shall be executed no less than ninety (90) days prior to the expiration of this Agreement's current term. The City Manager or the City Manager's designee (hereinafter "City Manager") shall review the performance of the Service Provider annually prior to any contract extention or termination and shall recommend either a one (1) year extension or termination of the contract. Should the Service Provider and City agree to extend the Agreement, the Service Provider may be entitled to an increase in rates in an amount not to exceed one half (1/2) the change in the Consumer Price Index (CPI) for the most recently available twelve (12) month period for All Urban Consumers (CPI-U) for All Items, U.S. City average, published by the Bureau of Labor Statistics of the U.S. Department of Labor for 1982-84, or the successor index to same . Said increase shall become effective beginning with the invoice for work performed after the start of the new Agreement period. 2.2 Definitions. The following words and phrases used in this Agreement shall have the following meaning ascribed to them unless the context clearly indicates otherwise: a. "Agreement" or "Contract" shall be used interchangeably and shall refer to this Agreement, as amended from time to time, which shall constitute authorization for the Service Provider to provide the meter reading services approved by the City. b. "Effective Date" shall be the date on which the last signatory hereto shall execute this Agreement, and it shall be the date on which this Agreement shall go into effect. The Agreement shall not go into effect until said date. c. "Service Provider" shall mean Severn Trent Environmental Services, Inc., a Texas Corporation authorized to transact business in the State of Florida, and its principals, officers, employees, and agents. d. "Public Record" shall have the meaning given in Chapter 119, Florida Statutes. e. "Work" or "Services" shall be used interchangeably and shall include the performance of the work agreed to by the parties in this Agreement. 3.0 SCOPE OF SERVICES Service Provider shall do, perform, deliver and carry out, in a professional manner, the type of services as set forth in the Scope of Services set forth in the "Technical Specifications," attached hereto as Exhibit "A" and fully incorporated herein by this reference, including but not limited to the furnishing of all labor, vehicle, tools, materials, and incidentals. 4.0 AMENDMENTS AND MODIFICATIONS Any cardinal change in the terms and conditions set forth in this Agreement must be mutually agreed to by both the City and the Service Provider, and may be implemented only after this Agreement has been amended in writing. The City reserves the right to make changes in the work, including alterations, reductions therein, or additions thereto. Upon receipt by the Service Provider of the City's notification of a contemplated change, the Service Provider shall (1) if requested by the City, provide an estimate for the increase or decrease in cost due to the contemplated change, (2) notify the City of any estimated change in the completion date, and (3) advise the City in writing if the contemplated change shall affect the Service Provider's ability to meet the completion dates or schedules of this Agreement. If the City so instructs, in writing, the Service Provider shall suspend work on that portion of the work affected by a contemplated change, pending the City's decision to proceed with the change. If the City elects to make the change, the City shall issue an Amendment to this Agreement or Change Order and the Service Provider shall not commence work on any such change until such written amendment or change order has been issued and signed by each of the parties. 5.0 SCHEDULE Service Provider shall perform services in conformance with the schedule reasonably established by the City. Service Provider shall complete all of said services in a timely manner and will keep City apprised of the status of work on at least a monthly basis or as otherwise reasonably requested by the City. Should Service Provider fall behind on the established schedule, it shall employ such resources so as to comply with the schedule at no additional cost to the City. No extension for completion of services shall be granted to Service Provider without City's prior written consent. 5.1 Meter Read Cycle Monthly Count The number of days in each read period for each cycle read shall not be less than 28 days nor more than 32 days without prior approval from the City. Meter Read Count per Cycle (Monthly) Cycle Meter Read Count (subject to change) 1 3950 2 3750 3 3875 4 3250 6.0 METHODS OF PAYMENT FOR SERVICES AND EXPENSES OF SERVICE PROVIDER 6.1 Compensation. For the Services provided pursuant to the Agreement, the City agrees to pay Service Provider a sum not to exceed ($.7448) per meter reading, up to a total annual cost not to exceed $130,000 based upon costs detailed in Exhibit 1 (Table 1 - Tiered Billing Per Unit Cost Schedule, Bid Package). If this Agreement is extended, the total annual amount paid to Service Provider shall not exceed the above mentioned number as set forth in paragraph 2.1 of this Agreement. 6.2 Additional Services. From time to time during the term of this Agreement, City may request that Service Provider perform additional Services not required under the Project Manual. For those additional services agreed upon by the City and Service Provider in writing, City agrees to pay Service Provider a total amount equal to that mutually agreed upon by the parties in writing. 6.3 Payment. Upon receipt of a proper invoice from Service Provider, the City agrees to pay the Service Provider the invoice amount providing said amount accurately reflects the terms and conditions of this Agreement. Invoices may only be submitted on a monthly basis unless otherwise agreed by the City. Unless otherwise agreed in writing by the City, there shall be no other compensation paid to the Service Provider and its principals, employees, and independent professional associates and consultants in the performance of Work under this Agreement. The City agrees to make all payments due within thirty (30) days of receipt of a proper invoice delivered by Service Provider. The Service Provider may only bill the City for actual work performed. 6.4 Truth-In-Negotiation Certificate. Signature of this Agreement by the Service Provider shall act as the execution of a truth-in-negotiation certificate certifying that the wage and rates and costs used to determine the compensation provided for in this Agreement are accurate, complete, and current as of the date of the Agreement. 7.0 RIGHT TO INSPECTION 7.1 City or its affiliates shall at all times have the right to review or observe the services performed by Service Provider. 7.2 No inspection, review, or observation shall relieve Service Provider of its responsibility under this Agreement. 8.0 AUDIT AND INSPECTIONS The Service Provider shall maintain records on the City's projects, in accordance with generally accepted accounting principals and practices to substantiate all invoiced amounts. Said records will be available to the City during the Service Provider's normal business hours for a period of two (2) years after the Service Provider's final invoice for examination to the extent required to verify the direct costs (excluding established or standard allowances and taxes) incurred herein. Should such an audit by the City reveal monies owed to the City, the Service Provider shall reimburse the City for the cost of the audit and pay the principal overcharge amount owed the City plus interest accrued at the prime interest rate in effect on the date of discovery. Said interest rate shall apply to the principal overcharge amount revealed in the audit for the period from the original payment due date(s) to the payment by the Service Provider of all monies owed. 9.0 PROFESSIONALISM AND STANDARD OF CARE Service Provider shall do, perform and carry out in a professional manner all Services required to be performed by this Agreement. Service Provider shall also use the degree of care and skill in performing the Services that are ordinarily exercised under similar circumstances by reputable members of Service Provider's profession working in the same or similar locality as Service Provider. 10.0 SUBMITTAL OF PROGRESS REPORTS Service Provider shall submit a monthly written progress report as to the status of all Work set forth in this Agreement. The report shall in a sufficient manner demonstrate that any funds expended were used to provide the agreed-upon Services. If the detail is not sufficient in the City's reasonable discretion to permit the City to determine the Work performed or the manner in which it is being performed, the City may seek more detail from the Service Provider. Service Provider agrees to provide that information within a reasonable time period. 11.0 WARRANTY OF PROFESSIONAL SERVICES The Service Provider (for itself and any of its employees, Service Providers, partners, and agents used to perform the Services) hereby warrants unto the City that all of its employees (and those of any of its Service Providers, partners, and agents used to perform the Services) have sufficient experience to properly complete the Services specified herein or as may be performed pursuant to this Agreement. In pursuit of any Work, the Service Provider shall supervise and direct the Work, using its best skill and attention and shall enforce strict discipline and good order among its employees. The Service Provider shall comply with all laws, ordinances, rules, regulations, and lawful orders of any public authority bearing on the performance of the Work. 12.0 CORPORATE REPRESENTATIONS BY SERVICE PROVIDER Service Provider hereby represents and warrants to the City the following: a. Service Provider is duly registered and licensed to do business in the State of Florida and is in good standing under the laws of Florida, and is duly qualified and authorized to carry on the functions and operations set forth in this Agreement. b. The undersigned signatory for Service Provider has the power, authority, and the legal right to enter into and perform the obligations set forth in this Agreement and all applicable exhibits thereto, and the execution, delivery, and performance hereof by Service Provider has been duly authorized by the board of directors and/or president of Service Provider. In support of said representation, Service Provider agrees to provide a copy to the City of a corporate certificate of good standing provided by the State of Florida prior to the execution of this Agreement. c. Service Provider is duly licensed under all local, state and federal laws to provide the Scope of Services stated in paragraph 3.0 herein. In support of said representation, Service Provider agrees to provide a copy of all said licenses to the City prior to the execution of this Agreement. 13.0 WORK IS A PRIVATE UNDERTAKING With regard to any and all Work performed hereunder, it is specifically understood and agreed to by and between the parties hereto that the contractual relationship between the City and Service Provider is such that the Service Provider is an independent Service Provider and not an agent of the City. The Service Provider, its Service Providers, partners, agents, and their employees are independent Service Providers and not employees of the City. Nothing in this Agreement shall be interpreted to establish any relationship other than that of an independent Service Provider, between the City, on one hand, and the Service Provider, its Service Providers, partners, employees, or agents, during or after the performance of the Work under this Agreement. 14.0 PROGRESS MEETING City may hold periodic progress meetings on a monthly basis, or more frequently if required by the City, during the term of work entered into under this Agreement. Service Provider's Project Manager and all other appropriate personnel shall attend such meetings as designated by the City. 15.0 SAFETY Precautions shall be exercised at all times for the protection of all persons (including the City's employees) and property. The safety provisions of all applicable laws, regulations, and codes shall be observed. Hazards arising from the use of vehicles, machinery, and equipment shall be guided or eliminated in accordance with the highest accepted standard of safety. Service Provider shall be solely and absolutely responsible and assume all liability for the safety and supervision of its principals, employees, Service Providers, and agents while performing Services provided hereunder. 16.0 INSURANCE Service Provider shall maintain in full force and effect during the life of the Agreement, Worker's Compensation insurance covering all employees in performance of work under the Agreement. Service Provider shall make this same requirement of any of its sub-contractors. Service Provider shall indemnify and save the City harmless for any damage resulting to them for failure of either Service Provider or any sub-contractor to take out or maintain such insurance. The following are required types and limits of insurance coverage which the Service Provider agrees to maintain during the term of this Agreement: COVERAGE MINIMUM LIMITS General Liability $1,000,000 per occurrence Auto Liability $1,000,000 combined single limit per occurrence Professional Liability (if applicable) $1,000,000 Worker's Compensation Statutory Neither Service Provider nor any sub-contractor shall commence work under this Agreement until they have obtained all insurance required under this section and have supplied the City with evidence of such coverage in the form of a Certificate of Insurance and endorsement naming the City as an additional insured on the General Liability and Auto Liability policies to the extent that a loss or claim results from the Service Provider's negligence. The City shall not unreasonably withhold approval of such certificates. All insurers shall be licensed to conduct business in the State of Florida. Insurers must have, at a minimum, a policyholders' rating of"A", and a financial class of"VII" as reported in the latest edition of Best's Insurance Reports, unless the City grants specific approval for an exception. The General and Auto Liability policies provided should be Occurrence, not Claims Made, forms. The Service Provider shall be responsible for all deductibles. Service Provider shall purchase and maintain such comprehensive general liability and other required insurance as is appropriate for the Work being performed and furnished and as will provide protection from claims set forth which may arise out of or result from Service Provider's performance and furnishing of the Work and Service Provider's other obligations under the Contract Documents, whether it is to be performed or furnished by Service Provider, by any Sub-contractor, by anyone directly or indirectly employed by any of them to perform or furnish any of the Work, or by anyone for whose acts any of them may be liable. The insurance required by this paragraph shall include the specific coverage's and be written for not less than the limits of liability and coverage's provided or required by law, whichever is greater. The comprehensive general liability insurance shall include completed operations insurance. The comprehensive general liability insurance shall also include Contractual Liability Insurance applicable to Service Provider's obligations under the Hold Harmless Indemnification. All of the policies of insurance so required to be purchased and maintained (or the certificates or their evidence thereof) shall contain a provision or endorsement that the coverage afforded will not be canceled, materially changed or renewal refused until at least thirty days' prior written notice has been given to CITY by certified mail. All such insurance shall remain in effect for the entire term of this Agreement and any extension thereto. 17.0 COMPLIANCE WITH LAWS AND REGULATIONS In the performance of work and services under this Agreement, Service Provider agrees to comply with all Federal, State and Local laws and regulations now in effect, or hereinafter enacted during the term of this Agreement that are applicable to Service Provider, its employees, agents or sub-contractor, if any, with respect to the work and services described herein. 18.0 DOCUMENTS 18.1 Public Records. It is hereby specifically agreed that any record, document, computerized information and program, audio or video tape, photograph, or other writing of the Service Provider and its independent Service Providers and associates related, directly or indirectly, to this Agreement, may be deemed to be a Public Record whether in the possession or control of the City or the Service Provider. Said record, document, computerized information and program, audio or video tape, photograph, or other writing of the Service Provider is subject to the provisions of Chapter 119, Florida Statutes, and may not be destroyed without the specific written approval of the City's City Manager. Upon request by the City, the Service Provider shall promptly supply copies of said public records to the City. All books, cards, registers, receipts, documents, and other papers in connection with this Agreement shall at any and all reasonable times during the normal working hours of the Service Provider be open and freely exhibited to the City for the purpose of examination and/or audit. 18.2 The Service Provider acknowledges that the City is a Florida municipal corporation and subject to the Florida Public Records Law. Service Provider agrees that to the extent any document produced by Service Provider under this Agreement constitutes a Public Record; Service Provider shall comply with the Florida Public Records Law. 19.0 ASSIGNMENT 19.1 Service Provider shall not assign or subcontract this Agreement, or any rights or any monies due or to become due hereunder without the prior, written consent of City. 19.2 If upon receiving written approval from City, any part of this Agreement is subcontracted by Service Provider, Service Provider shall be fully responsible to City for all acts and/or omissions performed by the sub-contractor as if no subcontract had been made. 19.3 If City determines that any sub-contractor is not performing in accordance with this Agreement, City shall so notify Service Provider who shall take immediate steps to remedy the situation. 19.4 If any part of this Agreement is subcontracted by Service Provider, prior to the commencement of any Work by the sub-contractor, Service Provider shall require the sub-contractor to provide City and its affiliates with insurance coverage as set forth by the City. 20.0 TERMINATION This Agreement may be terminated by the Service Provider upon 90 days prior written notice to the City in the event of substantial failure by the City to perform in accordance with the terms of this Agreement through no fault of the Service Provider. It may also be terminated by the City, with or without cause, and without penalty to the City, upon thirty (30) days written notice to the Service Provider. In the event of the City's proposed termination for cause, the Agreement shall not be terminated until the Service Provider has received written notice of its alleged default and such default has not been cured within fifteen (15) days of such notice. In the event of termination of this Agreement, the Service Provider shall be paid for services duly rendered through the date of termination. After receipt of a Termination Notice and except as otherwise directed by the City, the Service Provider shall: A. Stop work on the date and to the extent specified by the City. B. Terminate and settle all orders and sub-contracts relating to the performance of the terminated work. C. Transfer all work in process, completed work and other material related to the terminated work to the City or approved designee. D. Continue and complete all parts of the work that have not been terminated. 21.0 FORCE MAJEURE Any delay or failure of either party in the performance of its required obligations hereunder shall be excused if and to the extent caused by acts of God; fire; flood; windstorm; explosion; riot; war; sabotage; strikes (except involving Service Providers labor force); extraordinary breakdown of or damage to City's affiliates' generating plants, their equipment, or facilities; court injunction or order; federal and/or state law or regulation; order by any regulatory agency; or cause or causes beyond the reasonable control of the party affected; provided that prompt notice of such delay is given by such party to the other and each of the parties hereunto shall be diligent in attempting to remove such cause or causes. If any circumstance of Force Majeure remains in effect for sixty days, either party may terminate this Agreement. 22.0 GOVERNING LAW&VENUE This Agreement is made and shall be interpreted, construed, governed, and enforced in accordance with the laws of the State of Florida. Venue for any state action or litigation shall be Seminole County, Florida. Venue for any federal action or litigation shall be in the Middle District of Florida in Orlando, Florida. 23.0 HEADINGS Paragraph headings are for the convenience of the parties only and are not to be construed as part of this Agreement. 24.0 SEVERABILITY In the event any portion or part thereof of this Agreement is deemed invalid, against public policy, void, or otherwise unenforceable by a court of law, the parties, at the sole discretion and option of the City, shall negotiate an equitable adjustment in the affected provision of this Agreement. The validity and enforceability of the remaining parts of this Agreement shall otherwise be fully enforceable. 25.0 INTEGRATION; MODIFICATION The drafting, execution, and delivery of this Agreement by the Parties have been induced by no representations, statements, warranties, or agreements other than those expressed herein. This Agreement embodies the entire understanding of the parties, and there are no further or other agreements or understandings, written or oral, in effect between the parties relating to the subject matter hereof unless expressly referred to herein. 26.0 THIRD PARTY RIGHTS Nothing in this Agreement shall be construed to give any rights or benefits to anyone other than City and Service Provider. 27.0 PROHIBITION AGAINST CONTINGENT FEES Service Provider warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for the Service Provider, to solicit or secure this Agreement, and that it has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working solely for the Service Provider, any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. 28.0 NO JOINT VENTURE Nothing herein shall be deemed to create a joint venture or principal-agent relationship between the parties, and neither party is authorized to, nor shall either party act toward third persons or the public in any manner which would indicate any such relationship with the other party. 29.0 ATTORNEY'S FEES If any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this Agreement, each party shall bear its own attorneys fees and costs. 30.0 COUNTERPARTS This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be considered an original agreement; but such counterparts shall together constitute but one and the same instrument. 31.0 DRAFTING City and Service Provider each represent that they have both shared equally in drafting this Agreement and no party shall be favored or disfavored regarding the interpretation of this Agreement in the event of a dispute between the parties. 32.0 NOTICES Any notices required to be given by the terms of this Agreement shall be delivered by hand or mailed, postage prepaid to: For Service Provider: Severn Trent Environmental Services, Inc. 4837 Swift Road, Suite 100 Sarasota, FL 34231 Attn. Richard Gardner Phone - 941-925-3088 X117 Fax -941-924-7203 For City: City of Winter Springs Finance and Administrative Services Department 1126 East State Road 434 Winter Springs, FL 32708 Phone: (407) 327-8954 Either party may change the notice address by providing the other party written notice of the change. 33.0 SOVEREIGN IMMUNITY Notwithstanding any other provision set forth in this Agreement, nothing contained in this Agreement shall be construed as a waiver of the City's right to sovereign immunity under section 768.28, Florida Statutes, or other limitations imposed on the City's potential liability under state or federal law. As such, the City shall not be liable under this Agreement for punitive damages or interest for the period before judgment. Further, with regard to any claim or damage for which the City has a right to sovereign immunity protection pursuant to the above-referenced statute, the City shall not be liable for any claim or judgment, or portion thereof, to any one person for more than two hundred thousand dollars ($200,000.00), or any claim or judgment, or portion thereof, which, when totaled with all other claims or judgments paid by the State or its agencies and subdivisions arising out of the same incident or occurrence, exceeds the sum of three hundred thousand dollars ($300,000.00). This paragraph shall survive termination of this Agreement. 34.0 INDEMNIFICATION 34.1 Service Provider shall indemnify, defend and hold harmless CITY, its officers, officials, attorneys, representatives, agents and employees from and against all claims, direct damages, losses and expenses, arising out of or resulting from the performance of the Work, provided that and to the extent that any such claim, damage, loss or expense (a) is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property, and (b) is caused by any negligent act or omission of Service Provider, any Sub-contractor, any person or organization directly or indirectly employed by any of them to perform or furnish any of the Work or anyone for whose acts any of them may be liable. 34.2 With the exception of claims for which the Service Provider has an indemnity obligation pursuant to Section 34.1 above, in no event shall either party be liable, either directly or as an indemnitor of the other party, for any special, punitive, indirect and/or consequential damages, including damages attributable to loss of use, loss of income or loss of profit even if such party has been advised of the possibility of such damages. 34.3 In the event that claims(s) raised against the Service Provider on account of this Agreement, or on account of the services performed hereunder, is/are covered under Service Provider's insurance policies required of the Service Provider hereunder, the Service Provider shall not be responsible for any loss, damage or liability beyond the policy amounts contractually required hereunder and the limits and conditions of such insurance policies. With respect to any causes of action and/or claims raised against the Service Provider that are not covered by the insurance policies required of the Service Provider hereunder arising under this Agreement, Service Provider's liability shall not exceed an aggregate amount equal to the compensation paid to Service Provider during the term of the Agreement. This limitation of liability in Section 34.3 does not apply to claims for which the Service Provider has an indemnity obligation pursuant to Section 34.1 above. 35.0 ORDER OF PRECEDENCE 35.1 In case of any inconsistency in any of the documents bearing on the Agreement between the City and the Service Provider, the inconsistency shall be resolved by giving precedence in the following order: a. Addenda to this Agreement subsequent to the Effective date of this Agreement; b. This Agreement; c. Exhibits to this Agreement; and d. The Project Manual. 35.2 Any inconsistency in the work description shall be clarified by the City and performed by the Service Provider. 36.0 AGREEMENT INTERPRETATION When the material, article, or equipment is designated by a brand name and more than one brand name is listed, it will be understood that the work is based on one brand name only. The Service Provider will be responsible for all coordination necessary to accommodate the material, article, or equipment being provided without additional cost to the City. A substitute material, article, or equipment is allowed if it is reasonably equivalent to the brand name specified. The City has full discretion to decide whether a substitute is reasonably equivalent. Service Provider must notify the City prior to use of the substitute for a specified brand name and allow the City to make a determination before Service Provider uses the substitute. 37.0 NONDISCRIMINATION The Service Provider warrants and represents that it complies with all Federal and State requirements concerning fair employment and will not discriminate by reason of race, color, religion, sex, age, national origin, or physical handicap. 38.0 ARREARS The Service Provider shall not pledge the City's credit or make it guarantor of payment or surety for any contract, debt, obligation, judgment, lien or any form of indebtedness. The Service Provider further warrants and represents that it has no obligation for indebtedness that would impair its ability to fulfill the terms of this Agreement. 39.0 WARRANTY The Service Provider warrants that skilled and competent personnel in the field shall perform all services in accordance with professional standards. 40.0 INDEPENDENT SERVICE PROVIDER The Service Provider agrees that it is an independent Service Provider with respect to the services provided pursuant to this Agreement, and not an employee, agent, or servant of the City. All persons engaged in any of the work or services performed shall at all times, and in all places, be subject to the Service Provider's sole discretion, supervision, and control. The Service Provider shall exercise control over the means and manner in which it and its employees perform the work; the City's interest is in the results obtained. Nothing in this Agreement shall be considered to create the relationship of employer and employee between the parties. 41.0 NONWAIVER No inspection by the City, nor any payment for or acceptance of the whole or part of the items in this Agreement, nor any extension of time, nor any possession taken by the City of the product or services hereunder shall operate as a waiver of (1) any provision of this Agreement, (2) the right to have it fully performed, (3) any power herein reserved by the City or (4) any right to damages under this Agreement. No waiver of any breach of this Agreement shall be held to be a waiver of any other breach. 42.0 EXCLUSIVITY This is not an exclusive Agreement. The City may, at its sole discretion, contract with other entities for work similar to that to be performed by the Service Provider hereunder. [EXECUTION PAGE FOLLOWS] IN WITNESS WHEREOF, the parties hereto caused this Agreement to be executed by their duly authorized representatives as of the date first written above. SERVICE PROVIDER: SEVERN TRENT ENVIRONMENTAL SERVICES, INC., a non-Florida corporation authorized to conduct business in Florida. 0 DANA A. Name (Pri7te/��l and Signed) Title V /ell z/1 Y Date CITY: CITY OF WINTER SPRINGS, A Florida unici al corporation i KE N L. S ITH City Manager /v ; /r' Dat ATTE!T: A A DR:7'ORENZO-LUACES, City I' r EXHIBIT "A" Technical Specifications Meter Reader Specifications SCOPE OF SERVICES Note: Repair, installation and removal of water meters is NOT included in the scope of services. Service Providers may include prospective new services or ideas for operational efficiencies as part of their proposals. METER READING SERVICES CITY Responsibility: 1. CITY is seeking a Service Provider experienced in the water meter reading industry to read approximately four hundred and twenty (420) touch read water meters and fourteen thousand — three hundred (14,300) manual read water meters per month. The number of water meters read may fluctuate due to a changing customer base including disconnections and additional units being added on a regular basis. 2. CITY currently has four (4) reading cycles per month totaling forty-eight (48) reading cycles per year. CITY will provide the meter reading schedule and the Service Provider shall maintain this schedule in order to maintain the billing cycle. 3. CITY will furnish up to four (4) hand-held electronic meter reading devices (if operational) to assist the Service Provider to perform its function under this contract. Additional hand-held electronic meter reading devices/docking stations (and their configuration) necessary to comply with the reading schedule will be the responsibility of the Service Provider. 4. CITY will familiarize the Service Provider with all phases of the meter routes and reading cycles. CITY will work with Service Provider for any route changes that maybe recommended if it results in improved efficiency and does not affect the reading cycle. 5. CITY will be responsible for the uploading and downloading of the hand-held electronic meter reading devices. Any routes not completed the previous day will be reissued by the CITY on the 'Make- Up Day' which is normally the next business day. The Service Provider will only be allowed one (1) make-up day per reading cycle unless an exception is granted by the CITY. Reading schedule may be adjusted at the CITY's discretion and with a minimum notice to the CITY of ten (10) working days. 6. CITY will provide routine maintenance and repair of the four (4) hand-held electronic meter reading devices through its selected vendor. The hand-held devices provided for use under this agreement are the sole property of the CITY. Service Provider Responsibility: Number of Meters to be Read: Service Provider shall provide actual reads for each of the CITY's approximate Four hundred and twenty (420) Touch Read Meters and Fourteen thousand-three hundred (14,300) Manual Read Meters. The number of water meters read may fluctuate due to a changing customer base including disconnections and additional units being added on a regular basis. Only CITY's designee is allowed to estimate reads. Service Provider shall monitor overall productivity and performance of the work required herein. Operating Hours: Service Provider shall not read meters after 5:00 p.m. or before 7:00 a.m. regardless of Daylight Savings time unless approved by the CITY. Meter reading on Saturday, Sunday, and on CITY's business holidays shall be prohibited unless approved in advance by the CITY. A list of current holidays (subject to change with 30 day prior notice) will be provided upon award of contract. Meter Reading Schedule: There are four (4) meter read cycles per billing period as shown in Table 2 (below). Each read cycle shall begin on Tuesday at 7am and end on Wednesday at 5pm, excluding holidays and/or times of closure, and in accordance with the operating hours shown above, or as determined by the CITY. In the event of an interruption in the read schedule due to a holiday, closure, or an unforeseen event, the missed day will automatically be moved to the next business day, or an appropriate business day as determined by the CITY. Thursday of each read cycle from 7am to 5pm shall be set aside as a make-up day. This day shall be used in the event that, due to an unforeseen field condition, all meters were not read during the normal read cycle of Tuesday 7am to Wednesday 5pm. Table 2—Monthly Meter Read Cycles Meter Read Count per Cycle (Monthly) Cycle Meter Read Count (subject to change) 1 3950 2 3750 3 3875 4 3250 Service Performance Conflicts: Service Provider covenants and agrees that Service Provider and its associates and employees will have no interest, and will acquire no interest, either direct or indirect, which will conflict in any manner with the performance of the services called for under this contract. All activities, investigations and other efforts made by Service Provider pursuant to this contract will be conducted by employees, associates or sub-contractors of Service Provider. Independent Contractor: It is expressly agreed and understood that Service Provider is an Independent Contractor. At no time shall any agent, officer, employee, sub-contractor, or designee of Service Provider make representation or claim to be an officer, agent, servant or employee of the CITY. Service Provider shall have the right to control details of the work performed hereunder, and persons performing the same, as long as all requirements of the agreement have been satisfied. Service Provider shall be liable for acts and omissions of its officers, agents, and employees and consultants, and nothing herein shall be construed as creating a partnership or joint enterprise between CITY and Service Provider. No federal, state or local income tax or payroll tax of any kind will be withheld or paid by CITY on behalf of Service Provider or on behalf of the employees of Service Provider. Service Provider shall not be treated as an employee with respect to the services performed under this contract for federal, state, or local tax purposes. Non-Discrimination: As a condition of this contract, Service Provider covenants that all necessary actions will be taken to insure that, in connection with any work under this contract, Service Provider, its associates and subcontractors, will not discriminate in the treatment or employment of any individual or groups of individuals on the grounds of race, color, religion, national origin, age, sex, or disability. In this regard, Service Provider shall keep, retain and safeguard all records relating to this contract or work performed here under for a minimum period of three (3) years from final contract completion, with full access allowed to authorized representatives of CITY, upon request, for purposes of evaluating compliance with this and other provisions of the contract. Quality Assurance: Service Provider shall develop and implement quality assurance procedures to achieve a high standard of performance in conduction of all work assigned. Service Provider shall be in compliance with established CITY guidelines for a smoke-free, drug-free workplace. Service Provider's employees will not consume alcohol during working hours, will not work while under the influence of alcohol or illegal substances, and will not smoke while on customers' premises or CITY buildings or in the course of business operations under this agreement. Service Provider is responsible for ensuring that its' employees conduct themselves in a courteous and professional manner when dealing with customers of the City of Winter Springs. Service Provider shall instruct its personnel that no gratuities shall be solicited or accepted for any reason whatsoever from any City employee or resident of the City of Winter Springs. Service Provider shall be responsible that any articles found by its employees are turned over to the City. Office Space: City will not provide office space for contracted services personnel above the limited space provided for storage and maintenance of handheld meter reading equipment required for this agreement. Non-Assignability: Neither CITY nor Service Provider shall assign, sublet or transfer their interest in this contract without the written consent of the other. No assignment or delegation of duties under this contract will be effective without the written consent of CITY. Permits/Licenses : Service Provider expressly represents that it is an independent Service Provider. Service Provider shall be responsible for obtaining and maintaining through the term of this contract, from city, state, or federal entities, the necessary permit (s) and licenses, if any, required by city, state or federal ordinances, laws statutes, rules, regulations or other law for the performance of the services by the Service Provider. Service Provider shall during the performance of the work, comply with all applicable CITY codes and ordinances, as amended. Training: Service Provider must furnish trained personnel necessary to complete the work, and is solely responsible for insuring that its employees have the necessary skill, knowledge, training, and experience to perform meter reading accurately and safely so as not to injure or endanger the CITY, its employees, or any third party. Service Provider should provide its staff with training on safety issues pertaining to the performance of field meter reading services in a Central Florida environment. This should include but not be limited to the dangers of insects, reptiles, dogs, poisonous plants, heat, lighting storms, etc. Training material and methods are subject to approval by the CITY. Prior to initiation of work under this contract, the Service Provider will provide the CITY a detailed training plan and a commitment to appropriate employee training. Service Provider shall notify in advance, with the time and location of training so that it can be monitored. Service Provider shall develop and implement quality assurance procedures to achieve a high standard of performance in conduction of all work assigned. Background Checks: The City of Winter Springs is committed to providing a safe and productive working environment within our community. To achieve this goal, we conduct background investigations for all final candidates being considered for employment at the CITY. Background checks include, but are not limited to, criminal history, national sex offender search and motor vehicle history. Service Provider will conduct the same such background checks for all supervisors, employees, sub- contractor(s), and/or representatives that are to be sent into the field pursuant to this agreement. All background checks shall be provided to the CITY for review prior to work being performed in the field. Health and Safety: Service Provider shall be strictly liable for the on-the-job safety and medical treatment required of all personnel used to accomplish the required work under this contract. Service Provider shall carry all required worker's compensation insurance coverage. Meter Reading Equipment: Service Provider shall be responsible for the timely collection and delivery of the hand-held electronic meter reading devices that are essential to the meter reading process. Service Provider is prohibited from tampering with, altering or adjusting the hand-held reading devices and associated equipment. Service Provider shall be responsible for the proper care and safeguarding of any equipment provided by CITY. All equipment will be checked at the start of each business day and all equipment will be assumed to be in normal working order at the start of each business day unless noted at beginning of day prior to start of meter reading. The Service Provider will be financially responsible for any damage or loss of the handheld equipment due to negligence or abuse of its employees. Service Provider shall promptly pay for any lost or damaged equipment or the CITY may, at its option; deduct such amounts from sums otherwise due the Service Provider. The handheld electronic meter reading devices will be picked up at, and returned to CITY location at City of Winter Springs— City Hall, 1126 East State Road 434, Winter Springs, FL 32708. Meter and Meter Box Routine Cleaning: Service Provider shall be responsible for the routine cleaning of the meters and the meter boxes, which means ensuring that accessibility to the meter is not hampered by grass, sand or debris of any kind. Service Provider recognizes that it is unacceptable for the meter box covers and / or meter caps to be left open or not properly seated or closed, and will take reasonable measures to ensure that these conditions are not caused by Service Provider or Service Provider's employees. Service Provider shall report on the same day all defective meter boxes, lids and meters to the CITY in order that the required repairs may be scheduled. Service Provider shall notify the CITY of any hazardous or irregular situations observed on the CITY's water system, including but not limited to suspected meter tampering, equipment or facility malfunctions, or actual or potential safety problems. All mechanical repairs to the meter will be the responsibility of the CITY and Service Provider will not attempt repairs of any kind. Service Provider shall exercise care and caution when opening meter boxes and reading the CITY's meters. Damage to the CITY's property will not be tolerated, and Service Provider will be liable for any damage due to repeated meter reader negligence or carelessness. Transportation/ Vehicle Identification: Service Provider shall provide all transportation needed to complete the work required under the contract. Service Provider shall maintain its vehicles to ensure that the vehicles are clean and mechanically sound. Service Provider must furnish vehicle identification (approved by the CITY) clearly indicating its use for meter reading for the CITY. Service Provider shall ensure that at no time vehicles used in connection with this agreement will be operated in such a way as to put the public or employees of CITY at risk due to carelessness or negligence of the driver or representative of Service Provider. Valid Driver License / Insurance: Service Provider's employees, sub-contractor(s), and representatives who operate a vehicle are required to have a valid Florida driver's license and auto insurance as per the requirements of this agreement. Service Provider shall verify such licenses and insurance coverage every six months to ensure they are valid, current, and in effect. Operations During Dispute: In the event that a dispute, if any, arises between the City and the Service Provider relating to this contract performance or compensation hereunder, the Service Provider shall continue to render service in full compliance with all terms and conditions of this contract as interpreted by the City regardless of such dispute and City agrees to continue to make payment to Service Provider for work done pursuant to the terms of this contract, as provided immediately prior to dispute. Invoice for Services: Service Provider shall promptly provide the CITY with an invoice for services on a monthly basis upon completion of the fourth read cycle. Payment terms are net thirty (30) days. The invoice shall be easy to read and clearly show the period for which the services are being billed. The charges listed shall be consistent with the compensation and terms of payment specified in the contract, and the Service Provider shall include any supporting reports verifying monthly activity with the invoice. Any penalties incurred by Service Provider, arising out of non-compliance with the terms and conditions of the contract shall be deducted from the payment of the Service Provider. Penalties shall be deducted upon assessment and at any time during the contract period. In the event that a dispute, if any, arises between the CITY and the Service Provider relating to this contract performance or compensation hereunder, the Service Provider shall continue to render service in full compliance with all terms and conditions of this contract as interpreted by the CITY regardless of such dispute and CITY agrees to continue to make payment to Service Provider for work done pursuant to the terms of this contract, as provided immediately prior to the dispute. Payments may be withheld if: 1. Work is found defective and not remedied; 2. Work has not been completed in the time frame for which the Service Provider is responsible; 3. Service Provider does not make prompt and proper payments to sub-contractors and such sub- contractor imposes a lien which is not promptly bonded or removed by the Service Provider; 4. Service Provider does not make prompts and proper payments for labor, materials, or equipment furnished him.and such non-payment results in a lien that is not promptly bonded or removed by the Service Provider; 5. Another Service Provider is damaged by an act for which Service Provider is responsible; 6. Claims or liens are filed on the job; or 7. In the opinion of the City of Winter Springs, Service Provider's work is not progressing satisfactorily. Penalties Employee Identification and Uniform: Service Provider must provide a uniform and each meter reader must wear an identification badge in the field at all times, unless the employee is working in a training capacity and is accompanied by a trained meter reader. If the CITY observes an employee, subcontractor or representative of Service Provider, who is not in a training capacity, not wearing the appropriate uniform/identification while in the field performing work related to this agreement, a penalty of $25.00 will be charged back to the contractor for each incident. The design of the uniform is subject to the approval of the CITY. The logo, seal or name of the CITY shall NOT be used without the permission of the CITY. Service Provider is responsible for cleaning of the uniforms and employees must maintain a neat, clean, and wholesome appearance while providing meter reading services pursuant to this agreement. Torn, worn, or soiled uniforms shall not be worn while performing responsibilities under this contract. CITY reserves the right to inspect uniforms and require Service Provider to replace them if soiled or damaged. Appropriate personnel safety equipment is required. Service Provider will ensure that employees return their ID Badges upon termination or separation from employment. Failure to resolve complaints: Service Provider is an Independent Contractor and will provide full-time supervision of all personnel. Responsibilities include, but are not limited to, arranging work assignments, follow-up monitoring of meter readers in the field, and resolving customer complaints pertaining to meter readers. Failure to satisfactorily resolve customer complaints within twenty-four(24) hours will result in a charge back to the Service Provider in the amount of $25.00 for each incident, unless the CITY gives prior approval for the delay. Read Delay: Service Provider shall notify the CITY immediately of any delay or inability to read any meters on a given scheduled day and will provide a work plan for getting back on schedule that is acceptable to the CITY. The number of days in each read period for each cycle shall not be less than 28 days nor more than 32 days without prior approval from the CITY. Failure by the Service Provider to complete all scheduled meter readings within the allotted time for each billing cycle will result in a charge back to the Service Provider in the amount of$100 for the first day and $1,500 for each additional day thereafter required to complete the work. Service Provider shall not restructure and/or re-sequence the routes without the prior written approval of the CITY. Read Errors: Service Provider shall read every meter accurately and shall be responsible for all reading errors. Errors are defined as mis-reads found during or by way of field audits or investigations; a reading the following month that is lower than the reading reported in the previous month as accurate (un-estimated) on the same account; or readings determined to be in error based on customer-requested rechecks which confirm that the meter was originally read in error. Service Provider shall identify any actual or suspect meter reading errors by reviewing daily exception reports of the previous day's reads, and through periodic field audits and account investigations. Service Provider shall re-read all actual or suspected erroneous reads within twenty-four(24) hours of the original reading. Meter reading errors resulting from errors in reading by Service Provider will be charged back to the Service Provider in accordance with the following schedule: Number of Errors Charge to Service Provider Zero (0) to two (2) per one thousand (1000) None meters read More than two (2) but less than five (5) meters $7.00 per error read Five (5) or more errors per one thousand $15.00 per error (1000) meters read Billed Revenue Loss: Any billed revenue loss as a result of a mis-read above the zero (0) to two (2) per one thousand (1000) meters read threshold shall be charged to the Service Provider for each occurrence. If a mis-read above the threshold of two (2) mis-reads results in that reading being sent to a resident as their consumption and the resident pays the sums due as a result of the inaccurate reading and the next reading shows the previous reading was under- read and the resident now owes additional sums as a result of the previous reading being incorrect and if the CITY is unable to collect the additional monies due from the resident then the additional monies due would be subtracted from future payment to the Service Provider. City will not be responsible for the loss of income resulting from an inaccurate reading which was the result of a Service Provider reader mis-read. If an inaccurate reading is the result of a CITY provided meter providing an inaccurate reading, then the contract reader would be held harmless. When applicable, charges shall be deducted from the next monthly invoice. No fee will be charged if it is determined that the Service Provider was not at fault of a mis-read.