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2259 PBA 19/20-81 SL-Serco Relating to Utility Meters
The item(s) noted below is/are attached and forwarded to your office for the following action(s): ❑ Development Order ❑ Mayor's signature ❑ Final Plat (original mylars) ❑ Recording ❑ Letter of Credit ❑ Rendering ❑ Maintenance Bond ® Safe keeping (Vault) ❑ Ordinance ❑ Deputy City Manager ❑ Performance Bond ❑ Payment Bond ❑ Resolution ❑ City Manager Signature ❑ ❑ City Clerk Attest/Signature ❑ City Attorney/Signature Once completed, please: ❑ Return originals to Purchasing- Department ❑ Return copies Spccial Instructions: Li,c�olye y 6ofa--)jz.i je v- 9/22/2020 From Date SharePoint_Finanee_Purchasing_Forms - 2018.doe SL-Serco, Inc. Piggyback Contract (PBA 19/20-81) Relating To Utility Meters The City of Sanford ("City") enters this "Piggyback" Contract with SL-Serco, Inc., a Minnesota corporation, (hereinafter referred to as the "Vendor"), whose principal address is 2817 Anthony Lane South, Suite 104, St. Anthony, Minnesota 55418, under the terms and conditions hereinafter provided. The City and the Vendor agree as follows: (1). The Purchasing Policy for the City of Sanford allows for "piggybacking" contracts. Pursuant to this procedure, the City is allowed to piggyback an existing government contract, and there is no need to obtain formal or informal quotations, proposals or bids. The parties agree that the Vendor has entered a contract with the Government of the City of Casselberry, Florida, said contract being identified as the "RFQ-2020-0581 Advanced Metering Infrastructure (AMI) Technical Advisement Services", as may have been amended from time -to -time, in order for the Vendor to provide an array of utility meter related goods and services to the City as the City may deem desirable under the provisions of this Contract (the original contract being referred to herein as the "original government contract") the parties adopting the pricing configuration provided therein. (2). The original government contract documents are incorporated herein by reference and are attached as Exhibit "A" to this Contract. All of the terms and conditions set out in the original government contract are fully binding on the parties and said terms and conditions are incorporated herein; provided, however, that the City will negotiate and enter work orders/purchase orders with the Vendor in accordance with City policies and procedures for particular goods and services. All pricing shall be F.O.B., City Hall, City of Sanford with most favored nation pricing. 1_1Page (3). Notwithstanding the requirement that the original government contract is fully binding on the parties, the parties have agreed to modify certain technical provisions of the original government contract as applied to this Contract between the Vendor and the City, as follows: (a). Time Period ("Term") of this Contract: (state N/A if this is not applicable). N/A. Notwithstanding any provisions of the original government contract, however, this Contract shall not be operative for a period of time exceeding 5 years. (b). Insurance Requirements of this Contract: N/A. (c). Any other provisions of the original government contract that will be modified: (state N/A if this is not applicable). N/A. (d). Address change for the City: Notwithstanding the address and contact information for the government entity as set out in the original government contract, the Vendor agrees that he/she/it shall send notices, invoices and shall conduct all business with the City to the attention of City Manager, at: City of Sanford, 300 North Park Avenue; Sanford, Florida 32771. The City Manager's designated representative for this Contract is: Ms. Marisol Ordonez Purchasing Manager Finance -Purchasing Division City of Sanford Post Office Box 1788 Sanford, Florida 32772 Phone: 407.688.5028 E-mail address: Marisol.Ordonez@Sanfordfl.gov (e). Notwithstanding anything in the original government contract to the contrary, the venue of any dispute will be in Seminole County, Florida. Litigation between the parties arising out of this Contract shall be in Seminole County, Florida in the Court _ _ 2 1 P a g e of appropriate jurisdiction. The law of Florida shall control any dispute between the parties arising out of or related to this Contract, the performance thereof or any products or services delivered pursuant to such Contract. (f). Notwithstanding any other provision in the original government contract to the contrary, there shall be no arbitration with respect to any dispute between the parties arising out of this Contract. Dispute resolution shall be through voluntary and non-binding mediation, negotiation or litigation in the court of appropriate jurisdiction in Seminole County, Florida, with the parties bearing the costs of their own legal fees with respect to any dispute resolution, including litigation. (g). All the goods and services to be provided or performed shall be in conformance with commonly accepted industry and professional codes and standards, standards of the City, and the laws of any Federal, State or local regulatory agency. (h). (I). IF THE CONTRACTOR/VENDOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S (VENDOR'S) DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (407) 688-5012, TRACI HOUCHIN, MMC, FCRM, CITY CLERK, CITY OF SANFORD, CITY HALL, 300 NORTH PARK AVENUE, SANFORD, FLORIDA 32771, TRACI.HOUCHIN@SANFORDFL.GOV. _ 3 1 Pa_ge (II). In order to comply with Section 119.0701, Florida Statutes, public records laws, the Vendor must: (A). Keep and maintain public records that ordinarily and necessarily would be required by the City in order to perform the service. (B). Provide the public with access to public records on the same terms and conditions that the City would provide the records and at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes, or as otherwise provided by law. (C). Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law. (D). Meet all requirements for retaining public records and transfer, at no cost, to the City all public records in possession of the Vendor upon termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. All records stored electronically must be provided to the City in a format that is compatible with the information technology systems of the City. (III). If the Vendor does not comply with a public records request, the City shall enforce the contract provisions in accordance with this Agreement. (IV). Failure by the Vendor to grant such public access and comply with public records requests shall be grounds for immediate unilateral cancellation of this Agreement by the City. The Vendor shall promptly provide the City with a copy of any request to inspect or copy public records in possession of the Vendor and shall promptly provide the City with a copy of the Vendor's response to each such request. (i). All other provisions in the original government contract are fully binding on the parties and will represent the agreement between the City and the Vendor. Entered the date last set forth below or, in the event that the Vendor fails to date, the date of execution by the City. Attest: Laurie Allen CFO Attest- & -6)- H M FOR K Traci HOLIchin, City Clerk, MMC, FCRM SL-Serco, Inc., a Minnesota corporation. B Davi Allen CEO Date: I—'Ir,' City Of Sanford. /I I/ By: Art Wood 'mayor 51 Page �YOUJ- CO Approved as to form and legal s I Aw Colbert City A ori 41. 'mayor 51 Page 13!7 m I* IW.2% [Attach original government contract] __61Page Exhibit "A" Scope of Services and Pricing Schedule 11 ' ��. 11111 IVA III, N!" SL-serco will dedicate resources for the following services related to implementation as directed by Carol Conroy of Casselberry, FL. SL-serco Responsibilities • Pilot Phase o Provide deployment oversight and general consulting services during AMI pilot deployment, which includes: ■ Oversee testing ■ Assist with contract administration ■ General consultation assistance on best practices ■ Attendance in weekly project calls o Provide Testing for the pilot which includes: ■ Endpoint Acceptance Testing • Build and Run ■ User Acceptance Testing • Write test scripts for software / hardware • Administer testing • Facilitate issue resolution • Escalate failed tests • Deployment Phase o Provide deployment oversight and general consulting services during the AMI full deployment, which includes: ■ Oversee testing ■ Assist with contract administration ■ General consultation assistance on best practices ■ Attendance in weekly or bi-weekly project calls o Provide testing for the full deployment, which includes: ■ Endpoint Acceptance Testing • Run final testing on all endpoints being deployed during the full deployment phase ■ 35 Day Performance Testing • Run testing on each route to ensure achievement of 98.5% read rate based on contract with Core and Main 4/13/20 SOW for Casselberry, FL- Pilot and Full Deployment Consulting 6 1 P a g e Casselberry, FL Responsibilities • Provide direction and requests to SL-serco as issues arise • Provide appropriate staff members (as directed by SL-serco) to participate in User Acceptance Testing • Assist with the 35 Day Performance Testing by assigning a resource to review and approve/deny exceptions submitted by the installation contractor, VEPO • Provide feedback as needed throughout the project as well as at the end SL-serco will bill Casselberry, FL at monthly intervals. The rate charged will be $240 an hour, not to exceed the amounts listed below. Item Description Rate Pilot $52,800.00 Deployment $36,000.00 Total $88,800.00 4/13/20 SOW for Casselberry, FL - Pilot and Full Deployment Consulting 7 1 P a g e City of Casselberry J Procurement and Contract Management Division 95 Triplet Lake Drive, Casselberry, Florida 32707 Phone: 407-262-7700, Ext. 1142 1 orocuremenl@casselberry.orq RFQ-2020-0581 ADVANCED METERING INFRASTRUCTURE (AMI) TECHNICAL ADVISEMENT SERVICES AGREEMENT THIS Agreement is made by and between the CITY OF CASSELBERRY, a municipal corporation existing under the laws of the State of Florida, 95 Triplet Lake Drive, Casselberry, Florida 32707, hereinafter referred to as the "CITY", and SL-SERCO, 322 Groveland Avenue, Minneapolis, Minnesota 55403-3552, hereinafter referred to as the "CONTRACTOR". WITNESSETH.- WHEREAS, ITNESSETH: WHEREAS, the CITY has competitively solicited for Advanced Metering Infrastructure (AMI) Technical Advisement Services, pursuant to RFQ-2020-0581 which is included by reference and incorporated herein; and WHEREAS, the CONTRACTOR has exhibited by its response to the solicitation that it is capable of providing the required services; and WHEREAS, the parties hereto have agreed to the terms and conditions cited herein based on said solicitation. NOW, THEREFORE, in consideration of the mutual covenants, terms, and provisions contained herein, the parties agree as follows: SECTION 1 TERM January 16, 2020 and continue through January 15, 2021 and may be renewed when in the best interest of the City. In conjunction with the agreement, a purchase order will be established by the City prior to the start of any project, service, or work by the Contractor. Work to be provided under the Agreement will be authorized through the issuance of a Purchase Order and a Task Authorization. SECTION 2 SCOPE OF SERVICES The CONTRACTOR shall furnish all necessary labor, materials, and equipment to complete the services set forth in Exhibit "A" which is attached hereto and incorporated herein. CONTRACTOR shall also be bound by all requirements as contained in the solicitation package and all addenda thereto. SECTION 3 OBLIGATIONS OF THE CONTRACTOR Obligations of the CONTRACTOR shall include, but not be limited to, the following: A. It is understood that the CONTRACTOR shall provide and pay for all labor, tools, materials, permits, equipment, transportation, supervision, and any and all other items or services, of any type whatsoever, that are necessary to fully complete and deliver the services requested by the CITY. The CONTRACTOR shall not have the authority to create, or cause to be filed, any liens for labor and/or materials on, or against, the CITY, or any property owned by the CITY. Such lien, attachment, or encumbrance, until it is removed, shall preclude any and all claims or demands for any payment expected by virtue of this Agreement. B. The CONTRACTOR shall ensure that all of its employees, agents, sub -contractors, representatives, volunteers, associates, fully comply with all of the terms and conditions set herein, when providing services to and for the CITY in accordance herewith. PUR-F405 1 1012019 City of Casselberry I Procurement and Contract Management Division 96 Triplet Lake Drive, Casselberry, Florida 32707 Phone: 407-262-7700, Ext. 1142 1 procurementt&casselberrv.org RFQ-2020-0681 ADVANCED METERING INFRASTRUCTURE (AMI) TECHNICAL ADVISEMENT SERVICES C. The CONTRACTOR shall be solely responsible for the means, methods, techniques, sequences, safety programs, and procedures necessary to properly and fully complete the work set forth in the Scope of Services. D. The CONTRACTOR shall maintain an adequate and competent staff, and remain authorized to do business within the State of Florida. SECTION 4 INVOICES A. The Contractor shall submit one invoice for work completed to the City's Finance Department at Attn: Accounts Payable, City of Casselberry, 95 Triplet Lake Drive, Casselberry, Florida 32707 or ap@casselberry.org. B. Invoices shall include the Project Number, Purchase Order Number and a detailed description of tasks completed with man-hours, equipment, and materials expended during the project. C. The City's Project Manager will review each invoice for satisfactory completion of work. D. If an invoice is not acceptable, the City's Project Manager shall, within ten (10) calendar days after receipt and prior to acceptance and processing, provide a clear statement regarding any portions of the invoice that are unacceptable. The burden for payment justification shall be on the Contractor. The City agrees to process all acceptable portions of the invoice in accordance with the Florida Local Government Prompt Payment Act. SECTION 6 COMPENSATION A. The CONTRACTOR agrees to provide technical advisement services at a rate of two hundred eighty and 00/100 ($280.00) per hour, for a total contract amount not to exceed twenty-eight thousand and 00/100 ($28,000.00) for the term of this Agreement. B. It is acknowledged and agreed that this amount is the maximum payable and constitutes a limitation upon the City's obligation to compensate CONTRACTOR for all services rendered. C. Compensation for services completed by the CONTRACTOR will be paid in accordance with section 218.70, Florida Statutes, Florida's Prompt Payment Act. D. Services to be performed in accordance with this Agreement are subject to the annual appropriation of funds by the CITY. In its sole discretion, the CITY reserves the right to forego use of the CONTRACTOR for any project which may fall within the Scope of Services listed herein. In the event the CITY is not satisfied with the services provided by the CONTRACTOR, the CITY will hold any amounts due until such time as the CONTRACTOR has appropriately addressed the problem. SECTION 6 WARRANTY CONTRACTOR warrants that the Services will be performed in a professional and workmanlike manner consistent with applicable industry standards. This warranty will be in effect for a period of ninety days (90) from the completion of the applicable Services (the 'Warranty Period"). If during the Warranty Period, the Contractor receives written notice from City of non -conformity with the performance of the Services set forth in the Scope PUR-F-405 2 10/2019 City of Casselberry ( Procurement and Contract Management Division 96 Triplet Lake Drive, Casselberry, Florida 32707 Phone: 407-262-7700, Ext. 1142 1 procurement(&-casselberrv.org RFQ-2020-0681 ADVANCED METERING INFRASTRUCTURE (AMI) TECHNICAL ADVISEMENT SERVICES of Services, the CONTRACTOR will, at its sole expense, promptly re -perform any Services that fail to meet this limited warranty or refund to the CITY the fees paid for the non -conforming Services. SECTION 7 APPLICABLE LICENSING The CONTRACTOR, at its sole expense, shall obtain and maintain all required federal, state, and local licenses, occupational and otherwise, required to successfully provide the services set forth herein. SECTION 8 STANDARD OF CARE The CONTRACTOR represents that all personnel employed or subcontracted, possess all necessary training, experience, licenses and permits to perform the Services, and that its performance of the Services will conform to the standard of practice of a professional that specializes in performing professional services of like nature and complexity of the Services. By executing this Agreement, the CONTRACTOR agrees to perform the services requested in an efficient manner, consistent with the CITY's stated Scope of Services and industry standards. SECTION 9 TERMINATION FOR CONVENIENCE The CITY may at any time give thirty (30) days written notice to the CONTRACTOR of the termination of this Agreement, in whole or in part, for the CITY's convenience without cause. SECTION 10 DEFAULT BY CONTRACTOR AND CITY'S REMEDIES In the event of a default by CONTRACTOR, the CITY shall have the right to exercise any remedy the CITY may have by operation of law, without limitation, and without any further demand or notice. SECTION 11 BANKRUPTCY OR INSOLVENCY If the CONTRACTOR files a Petition in Bankruptcy, or if the same is adjudged bankrupt or insolvent by any Court, or if a receiver of the property of the CONTRACTOR is appointed in any proceeding brought by or against the CONTRACTOR, or if the CONTRACTOR makes an assignment for the benefit of creditors, or proceedings are commenced on or against the CONTRACTOR's operations, the CITY may terminate this Agreement immediately notwithstanding the notice requirements as provided herein. SECTION 12 PAYMENT WHEN SERVICES ARE TERMINATED A. In the event of termination of this Agreement by the CITY for convenience, the CITY shall compensate the CONTRACTOR for all services performed prior to the effective date of termination. B. In the event of termination of this Agreement due to the fault of the CONTRACTOR, or at the written request of the CONTRACTOR, the CITY shall compensate the CONTRACTOR for all services completed, prior to the effective date of termination, which have resulted in a usable product, or otherwise tangible benefit to the CITY. All such payments shall be subject to an off -set for any damages incurred by the CITY resulting from any delay occasioned by early termination. This provision shall in no way be construed as the sole remedy available to the CITY in the event of breach by the CONTRACTOR. PUR-F-405 3 10/2019 City of Casselberry I Procurement and Contract Management Division 95 Triplet Lake Drive, Casselberry, Florida 32707 Phone: 407-262-7700, Ext. 1142 ( grocurement(casselberry.orp RFO-2020-0581 ADVANCED METERING INFRASTRUCTURE (AMI) TECHNICAL ADVISEMENT SERVICES SECTION 13 INSURANCE A. The CONTRACTOR shall maintain the following types of insurance, with the respective limits, and shall provide proof of same to the CITY, in the form of a Certificate of Insurance prior to the start of any work hereunder: Automobile combined single limit or $1,000,000.00 a) Automobile Bodily Injury and $ 500,000.00 b) Automobile Property Damage $ 500,000.00 Umbrella / Excess Liability a) Each Occurrence $1,000,000.00 b) Aggregate $1,000,000.00 Commercial General Liability a) Each Occurrence $1,000,000.00 b) Medical Expense (Any one Person) $ 5,000.00 c) Personal & Advertisement Injury $1,000,000.00 d) General Aggregate $2,000,000.00 e) Products — Comp/OP AGG $1,000,000.00 Worker's Compensation $1,000,000.00 WORKERS' COMPENSATION: Employers' liability insurance which covers the statutory obligation for all persons engaged in the performance of the work required hereunder with limits not less than $1,000,000.00 per occurrence. Evidence of qualified self-insurance status will suffice for this subsection. The CONTRACTOR understands and acknowledges that it shall be solely responsible for any and all medical and liability costs associated with an injury to itself and/or to its employees, sub -contractors, volunteers, and the like, including the costs to defend the CITY in the event of litigation against same. B. The CONTRACTOR shall name the "City of Casselberry" as a certificate holder and/or as additional insured, to the extent of the services to be provided hereunder, on all required insurance policies, and provide the CITY with proof of same. C. The CONTRACTOR shall provide the CITY's Human Resources/Risk Management Division with a Certificate of Insurance evidencing such coverage for the duration of this Agreement. Said Certificate of Insurance shall be dated and show: 1. The name of the insured CONTRACTOR; 2. The specified job by name and job number; 3. The name of the insurer; 4. The number of the policy; 5. The effective date; 6. The termination date; and, 7. A statement that the insurer will mail notice to the CITY at least thirty (30) days prior to any material changes in the provisions or cancellations of the policy. 8. The Certificate Holders Box must read as follows: PUR-F-405 4 1012019 City of Casselberry I Procurement and Contract Management Division 96 Triplet Lake Drive, Casselberry, Florida 32707 Phone: 407-262-7700, Ext. 11421 procurement@_casselberry.orq RFQ-2020.0581 ADVANCED METERING INFRASTRUCTURE (AMI) TECHNICAL ADVISEMENT SERVICES City of Casselberry c/o Administrative Services Director 95 Triplet Lake Drive Casselberry, Florida 32707 Any other wording in the Certificate Holders Box shall not be acceptable. Non -conforming certificates will be returned for correction. D. Receipt of certificates or other documentation of insurance or policies or copies of policies by the CITY, or by its representatives, which indicates less coverage than is required, does not constitute a waiver of the CONTRACTOR's obligation to fulfill the insurance requirements specified herein. E. The CONTRACTOR shall ensure that any sub-contractor(s), hired to perform any of the duties contained in the Scope of Services of this Agreement, maintain the same insurance requirements set forth herein. In addition, the CONTRACTOR shall maintain proof of same on file and made readily available upon request by the CITY. SECTION 14 CITY OBLIGATIONS At the CONTRACTOR's request, the CITY agrees to provide, at no cost, pertinent information known and readily available to the CITY to assist the CONTRACTOR in providing and performing the required services. SECTION 15 PUBLIC RECORDS A. The parties specifically acknowledge that this Agreement is subject to the laws of the state of Florida, including without limitation Chapter 119, Florida Statutes, which generally make public all records or other writings made or received by the parties. If the CONTRACTOR is either a "contractor" as defined in Section 119.0701(1)(a), Florida Statutes, or an "agency" as defined in Section 119.011(2), Florida Statutes, the CONTRACTOR shall: 1. Keep and maintain all public records required by the CITY to perform the services herein; and 2. Upon request from the CITY's custodian of public records, provide the CITY with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in Chapter 119, F.S. or as otherwise provided by law; and 3. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the Agreement Term and following completion of the Agreement if the CONTRACTOR does not transfer the records to the CITY; and 4. Upon completion of the Agreement, transfer, at no cost, to the CITY all public records in possession of the CONTRACTOR or keep and maintain public records required by the CITY to perform the services herein. If the CONTRACTOR transfers all public records to the CITY upon completion of the Agreement, the CONTRACTOR shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the CONTRACTOR keeps and maintains public records upon completion of the Agreement, the CONTRACTOR shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the CITY, upon request from the CITY's custodian of public records, in a format compatible with the information technology systems of the CITY. PUR-F-405 5 10/2019 City of Casselberry I Procurement and Contract Management Division 96 Triplet Lake Drive, Casselberry, Florida 32707 Phone: 407-262-7700, Ext. 1142 1 procurement(cbcasselberry.org RFQ-2020-0581 ADVANCED METERING INFRASTRUCTURE (AMI) TECHNICAL ADVISEMENT SERVICES B. All requests to inspect or copy public records relating to the Agreement shall be made directly to the CITY. Notwithstanding any other provision of this Agreement to the contrary, failure to comply with the requirements of this paragraph shall result in the immediate termination of the Agreement, without penalty to the CITY. A CONTRACTOR who fails to provide the public records to the CITY within a reasonable time may be subject to penalties pursuant to Section 119.10, F.S. Further, the CONTRACTOR shall fully indemnify and hold harmless the CITY, its officers, agents and employees from any liability and/or damages, including attorney's fees through any appeals, resulting from the CONTRACTOR's failure to comply with these requirements. C. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CITY'S CUSTODIAN OF PUBLIC RECORDS, ATTN: DONNA G. GARDNER, CMC, CITY CLERK, AT 407-262-7700 EXT. 1133, DGARDNER(cD,CASSELBERRY.ORG, 95 TRIPLET LAKE DRIVE, CASSELBERRY, FLORIDA 32707. SECTION 16 RIGHT TO INSPECTION A. The CITY or its affiliates shall at all times have the right to review or observe the services performed by the CONTRACTOR. B. No inspection, review, or observation shall relieve the CONTRACTOR of its responsibilities under this Agreement. SECTION 17 PROHIBITION AGAINST CONTINGENT FEES The CONTRACTOR warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for the CONTRACTOR, 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 CONTRACTOR, any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. SECTION 18 CORPORATE REPRESENTATIONS BY THE CONTRACTOR The CONTRACTOR hereby represents and warrants to the CITY the following: A. The CONTRACTOR 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, licensed and authorized to carry on the functions and operations set forth in this Agreement. The CONTRACTOR agrees to provide a copy of all said licenses to the CITY prior to the execution of this Agreement. B. The undersigned representative of the CONTRACTOR has the power, authority, and legal right to execute and deliver this Agreement on behalf of the CONTRACTOR. PUR-F-405 6 10/2019 City of Casselberry I Procurement and Contract Management Division 95 Triplet Lake Drive, Casselberry, Florida 32707 Phone: 407-262-7700, Ext 11421 procurement(a)-casseiberrv.orq RFQ-2020-0581 ADVANCED METERING INFRASTRUCTURE (AMI) TECHNICAL ADVISEMENT SERVICES SECTION 19 INDEPENDENT CONTRACTOR The CONTRACTOR and each sub -consultant are, and while performing the Services will continue to be, independent contractors. The CONTRACTOR shall not be an agent of the CITY, except as may be otherwise expressly provided herein, and only to the extent so provided. The CONTRACTOR's employees and sub - consultant employees are not, and while performing any of the Services, they shall not be deemed to be, employees of the CITY. SECTION 20 RELATIONSHIP OF PARTIES The relationship of the Parties under this Agreement is that of independent parties; each acting in its own best interests. Notwithstanding anything in this Agreement to the contrary, no partnership or joint venture relationship of principal and agent is established or intended hereby between or among the Parties. SECTION 21 THIRD -PARTY BENEFICIARIES The provisions of this Agreement are for the exclusive benefit of the parties and not for the benefit of any third person, nor shall this Agreement be deemed to have conferred any rights, express or implied, upon any third person unless otherwise expressly provided. SECTION 22 FORCE MAJEURE Neither party shall be considered in default in performance of its obligations hereunder to the extent that performance of such obligations, or any of them, is delayed or prevented by force majeure. Force majeure shall include, but not be limited to, hostilities, terrorism, revolution, civil insurrection, strike, epidemic, fire, flood, windstorm, earthquake, explosion, any law, proclamation, regulation, or ordinance or other act of government, or any act of God or any cause whether of the same or different nature, existing or future; provided that the cause whether or not enumerated in this Section is beyond the control and without the fault or negligence of the party seeking relief under this Section. SECTION 23 TIME IS OF THE ESSENCE Time is of the essence in this Agreement as to all dates and time periods. To the extent that the last day of any time period stipulated in this Agreement falls on a Saturday, Sunday or legal holiday (State or Federal), the period shall run until the end of the next day which is neither a Saturday, Sunday or legal holiday. Any time period of ten (10) days or less specified herein shall not include Saturdays, Sundays or legal holidays. The term "business days" means days other than Saturdays, Sundays or legal holidays. SECTION 24 FURTHER ASSURANCES Each party hereto agrees to sign any other and further instruments and documents, consistent herewith, as may be necessary and proper in order to give complete effect to the benefits deriving from the terms and conditions of this Agreement. SECTION 25 COMPLIANCE WITH ALL LAWS The CONTRACTOR, at its sole expense, shall comply with all laws, ordinances, judicial decisions, orders, and regulations of federal, state, county, and municipal governments, as well as their respective departments, commissions, boards, and officers, which are in effect at the time of execution of this Agreement or are adopted PUR-F-405 7 10/2019 City of Casselberry I Procurement and Contract Management Division 95 Triplet Lake Drive, Casselberry, Florida 32707 Phone: 407-262-7700, Ext. 1142 1 procurement(&casselberry.orq RFO-2020-0581 ADVANCED METERING INFRASTRUCTURE (AMI) TECHNICAL ADVISEMENT SERVICES at any time following the execution of this Agreement. SECTION 26 INDEMNITY The CONTRACTOR shall defend, indemnify and hold harmless the CITY and all of the CITY's officers, agents, and employees from and against all claims, liability, loss and expense, including reasonable costs, collection expenses, attorneys' fees, and court costs which may arise because of the negligence (whether active or passive), misconduct, or other fault, in whole or in part (whether joint, concurrent, or contributing), of the CONTRACTOR, its officers, agents or employees or subcontractors in performance or non-performance of its obligations under the Agreement. The CONTRACTOR recognizes the broad nature of this indemnification and hold harmless clause, as well as the provision of a legal defense to the CITY when necessary, and voluntarily makes this covenant and expressly acknowledges the receipt of such good and valuable consideration provided by the CITY in support of these indemnification, legal defense and hold harmless contractual obligations in accordance with the laws of the State of Florida. This clause shall survive the termination of this Agreement. Compliance with any insurance requirements required elsewhere within this Agreement shall not relieve the CONTRACTOR of its liability and obligation to defend, hold harmless and indemnify the CITY as set forth in this article of the Agreement. The CITY will be permitted to choose legal counsel of its choice. The CONTRACTOR shall require each of its agents/subcontractors to agree in writing to the provisions of this paragraph. SECTION 27 INDEMNIFICATION FOR COPYRIGHT INFRINGEMENT The CONTRACTOR guarantees that all services performed under this Agreement will be free from claims of patent, copyright or trademark infringement. The CONTRACTOR shall defend, indemnify and hold the CITY and its successors and assigns harmless from and against all third -party claims, suits, and proceedings and any and all damages, liabilities, costs and expenses (including reasonable attorneys' fees and court costs) incurred as a result of (i) infringement by the CONTRACTOR of any third -party patent, copyright or trademark or (ii) misappropriation by the CONTRACTOR of any third -party trade secret in connection with any of the foregoing. SECTION 28 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 of sovereign immunity under Section 768.28, F.S., or other limitations imposed on the CITY's potential liability under state or federal law. The CITY shall not be liable under this Agreement for punitive damages or interest for the period before judgment. Further, the CITY is not 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 CITY arising out of the same incident or occurrence, exceeds the sum of three hundred thousand dollars ($300,000.00). This paragraph will survive termination of this Agreement. SECTION 29 COURT ACTIONS/CHOICE OF LAW Except as expressly prohibited by law: A. All legal actions hereunder shall be conducted only in the circuit court in Seminole County or federal court in the Middle District of Florida; except that any final judgment may be enforced in other jurisdictions in any manner provided by law; B. The parties unequivocally waive any right to a jury trial, and agree that all legal actions shall be tried, both as to factual and legal issues, only to the Court; and PUR-F-405 g 10/2019 City of Casselberry I Procurement and Contract Management Division 95 Triplet Lake Drive, Casselberry, Florida 32707 Phone: 407-262.7700, Ext. 1142 j procurement(cDcasselberrv.org RFQ-2020-0681 ADVANCED METERING INFRASTRUCTURE (AMI) TECHNICAL ADVISEMENT SERVICES C. The laws of the State of Florida shall govern this Agreement and the Agreement will be interpreted according to the laws of Florida. SECTION 30 CITY AS A MUNRCiPAL CORPORATION Nothing contained herein shall be interpreted to require the CITY as a municipal corporation to (i) to take any action or refrain from taking any action that would be adverse to is status as a municipal corporation, or (ii) to take or refrain from taking any action not specifically required by this Agreement. SECTION 31 BINDING EFFECT This Agreement shall be binding upon and ensure to the benefit of the parties hereto, their heirs, personal representatives, successors, and/or assigns. SECTION 32 ASSIGNMENT Except as prohibited by applicable law, neither party shall assign any or all of its benefits or executory obligations under this Agreement without the approval of the other party, except in case of assignment solely for security, except as otherwise specifically provided for in this Agreement in case of default. SECTION 33 AGREEMENT USE BY OTHER GOVERNMENTAL AGENCIES The CONTRACTOR hereby understands and agrees that this Agreement may be used by other governmental agencies within the State of Florida, under the same terms, conditions, price, and for the same effective period. Each governmental agency desiring to accept this Agreement, and make an award thereof, shall do so independently of the CITY and/or any other governmental agency. Each governmental agency shall be responsible for its own purchases and each shall be liable only for materials and/or services ordered and received by it, and no governmental agency assumes any liability by virtue of this Agreement. This Agreement in no way restricts or interferes with the right of the CITY or any governmental agency to competitively procure any or all items. SECTION 34 SEVERABILITY In the event the provisions of this Agreement are determined by a Court of competent jurisdiction to be illegal or unenforceable, then such unenforceable or unlawful provision shall be excised from this Agreement, and the remainder of this Agreement shall continue in full force and effect. Notwithstanding the foregoing, if the result of the deletion of such provision will materially and adversely affect the rights of a party, such party may choose, at its option, to terminate this Agreement in its entirety. SECTION 35 WAIVER No provision of this Agreement may be waived except by written agreement of the parties. A waiver of any provision on one occasion shall not be deemed a waiver of that provision on any subsequent occasion, unless specifically stated in writing. A waiver of any provision shall not affect or alter the remaining provisions of this Agreement. PUR-F-405 9 10/2019 City of Casselberry I Procurement and Contract Management Division 95 Triplet Lake Drive, Casselberry, Florida 32707 Phone: 407-262-7700, Ext 1142 1 procurement(c-casselberrv.ora RFQ-2020-0581 ADVANCED METERING INFRASTRUCTURE {AMI} TECHNICAL ADVISEMENT SERVICES SECTION 36 NOTICES Whenever any notice, demand, or request is required pursuant to this Agreement, the notice, demand, or request will be sent by United States Mail, registered or certified; by hand delivery; or by overnight delivery, postage prepaid, to the following address of record. Any notice, demand, or request served on any of the Parties in the previous manner will be deemed sufficiently given for all purposes under this Agreement on the day the notices, demands, or requests are posted, postage prepaid, in the United States Mail; however, the time for response to any notice, demand, or request will commence three days after the posting or on actual receipt, whichever is earlier. Any Party will have the right to designate, from time to time by written notice to the other Parties, any other persons or other places in the United States that such Party may desire written notices to be delivered to. However, at no time will any Party be required to send more than an original and two copies of any notice, demand, or request required or permitted. Written requirements of the Agreement shall be strictly construed and such requirements are a condition precedent to pursuing any rights or remedies hereunder. No Party may claim any waiver by another Party of such notice requirements based upon such other Party having actual knowledge, implied, oral or constructive notice, lack of prejudice or any other ground as a substitute for failure of a Party to comply with the express written notice requirements herein. Electronic e-mails do not constitute effective notice under this Agreement. SECTION 37 PROJECT REPRESENTATIVES The CITY and the CONTRACTOR have identified individuals as Project Representatives, listed below, who shall have the responsibility for managing the work performed under this Agreement. The person or individual identified by the CONTRACTOR to serve as its Project Manager for this Agreement, or any replacement thereof, is subject to prior written approval and acceptance by the CITY. If the CITY or the CONTRACTOR replace their current Project Representative with another individual, an amendment to this Agreement shall not be required. The CITY will notify the CONTRACTOR, in writing, if the current CITY Project Representative is replaced by another individual. The City Representative The Contractor Representative Attention Procurement Manager Wesley Gamble Entity Name City of Casselberry SL-serco Street Address 95 Triplet Lake Drive 322 Groveland Avenue City, State, Zip Code Casselberry, Florida 32707 1 Minneapolis, MN 55403-3552 Any notice, demand, or request served on any of the Parties in the previous manner will be deemed sufficiently given for all purposes under this Agreement on the day the notices, demands, or requests are posted, postage prepaid, in the United States Mail; however, the time for response to any notice, demand, or request will commence three days after the posting or on actual receipt, whichever is earlier. Any Party will have the right to designate, from time to time by written notice to the other Parties, any other persons or other places in the United States that such Party may desire written notices to be delivered to. However, at no time will any Party be required to send more than an original and two copies of any notice, demand, or request required or permitted. Written requirements of the Agreement shall be strictly construed and such requirements are a condition precedent to pursuing any rights or remedies hereunder. No Party may claim any waiver by another Party of such notice requirements based upon such other Party having actual knowledge, implied, oral or constructive notice, lack of prejudice or any other ground as a substitute for failure of a Party to comply with the express written notice requirements herein. Electronic e-mails do not constitute effective notice under this Agreement. SECTION 37 PROJECT REPRESENTATIVES The CITY and the CONTRACTOR have identified individuals as Project Representatives, listed below, who shall have the responsibility for managing the work performed under this Agreement. The person or individual identified by the CONTRACTOR to serve as its Project Manager for this Agreement, or any replacement thereof, is subject to prior written approval and acceptance by the CITY. If the CITY or the CONTRACTOR replace their current Project Representative with another individual, an amendment to this Agreement shall not be required. The CITY will notify the CONTRACTOR, in writing, if the current CITY Project Representative is replaced by another individual. PUR-F-405 10 10/2019 The City Project Representative The Contractor Project Representative First and last name Carol Conroy Wesley Gamble Title Finance Director Regional Manager Entity Name City of Casselberry SL-serco Street Address 95 Triplet Lake Drive 322 Groveland Avenue City, State, Zip Code Casselberry, Florida 32707 Minneapolis, MN 55403-3552 Telephone (407) 262-7700, Ext. 1131 (612) 782-9716 Email address cconroy@casselberrv.ora wesley.gamble@sl-serc2.com PUR-F-405 10 10/2019 City of Casselberry I Procurement and Contract Management Division 95 Triplet Lake Drive, Casselberry, Florida 32707 Phone: 407-262-7700, Ext. 1142 1 procurement{& casselberry.org RFQ-2020-0681 ADVANCED METERING INFRASTRUCTURE (AMI) TECHNICAL ADVISEMENT SERVICES SECTION 38 CONFLICT OF INTEREST The CONTRACTOR warrants that the CONTRACTOR has not employed or retained any company or person, other than a bona fide employee working solely for the CONTRACTOR, to solicit or secure this Agreement, and that the CONTRACTOR has not paid or agreed to pay any person, company, corporation, individual, or firm any fee, commission, percentage, gift, or any other consideration, contingent upon or resulting from the award or making of this Agreement. For the breach or violation of this Paragraph, the CITY shall have the right to terminate this Agreement immediately, without liability and without regard to the notice requirements of Section 35 hereof. SECTION 39 PUBLIC ENTITY CRIMES As required by section 287.133, Florida Statutes, the CONTRACTOR warrants that it is not on the convicted contractor list for a public entity crime committed within the past thirty six (36) months. The CONTRACTOR further warrants that it will neither utilize the services of, nor contract with, any supplier, sub -contractor, or consultant in connection with this Agreement for a period of thirty six (36) months from the date of being placed on the convicted contractor list. SECTION 40 EQUAL OPPORTUNITY EMPLOYER The CONTRACTOR is an Equal Opportunity Employer and will comply with all equal opportunity employment laws. The CONTRACTOR will further ensure that all sub -contractors it utilizes in providing the services required hereunder will comply with all equal opportunity employment laws. SECTION 41 EMPLOYMENT ELIGIBILITY VERIFICATION (E -VERIFY) In accordance with State of Florida, Office of the Governor, Executive Order 11-116, in the event performance of this Agreement is or will be funded using state or federal funds, the CONTRACTOR must comply with the Employment Eligibility Verification Program ("E -Verify Program") developed by the federal government to verify the eligibility of individuals to work in the United States and 48 CFR 52.222-54 (as amended) is incorporated herein by reference. If applicable, in accordance with Subpart 22.18 of the Federal Acquisition Register, the CONTRACTOR must (1) enroll in the E -Verify Program, (2) use E -Verify to verify the employment eligibility of all new hires working in the United States; (3) use E -Verify to verify the employment eligibility of all employees assigned to the Agreement; and (4) include these requirement in certain subcontracts, such as construction. Information on registration for and use of the E -Verify Program can be obtained via the internet at the Department of Homeland Security Web site: http://www.dh§.cov/E-Verify. SECTION 42 PUBLIC EMERGENCIES It is hereby made a part of this Agreement that before, during, and after a public emergency, disaster, hurricane, tornado, flood, or other acts of God, the City of Casselberry shall require a "First Priority" for goods and services. It is vital and imperative that the health, safety, and welfare of the citizens of Casselberry are protected from any emergency situation that threatens public health and safety as determined by the CITY. The CONTRACTOR agrees to rent/sell/lease all goods and services to the CITY or governmental entities on a "first priority" basis. The CITY expects to pay contractual prices for all products and/or services under this Agreement in the event of a disaster, emergency, hurricane, tornado, flood, or other acts of God. Should the CONTRACTOR provide the CITY with products and/or services not under this Agreement, the CITY expects to pay a fair and reasonable price for all products and/or services rendered or contracted in the event of a disaster, emergency, hurricane, tornado, flood, or other acts of God. PUR-F-405 11 10/2019 City of Casselberry I Procurement and Contract Management Division 95 Triplet Lake Drive, Casselberry, Florida 32707 Phone: 407-262-7700, Ext. 1142 1 procuremenl@casselberry.org RFQ-2020-0581 ADVANCED METERING INFRASTRUCTURE (AMI) TECHNICAL ADVISEMENT SERVICES SECTION 43 HEADINGS All headings of the sections, exhibits, and attachments contained in this Agreement are for the purpose of convenience only and shall not be deemed to expand, limit or change the provisions contained in such sections, exhibits, and attachments. SECTION 44 ADMINISTRATIVE PROVISIONS In the event the CITY issues a purchase order, memorandum, letter, or any other instrument addressing the services, work, and materials to be provided and performed pursuant to this Agreement, it is hereby specifically agreed and understood that any such purchase order, memorandum, letter, or other instrument is for the CITY's internal purposes only, and any and all terms, provisions, and conditions contained therein, whether printed or written, shall in no way modify the covenants, terms, and provisions of this Agreement and shall have no force or effect thereon. SECTION 45 ARMS -LENGTH NEGOTIATIONS This Agreement is the result of bona fide arms -length negotiations between the CITY and the CONTRACTOR and all parties have contributed substantially and materially to the preparation of the Agreement. Accordingly, this Agreement shall not be construed or interpreted more strictly against any one party than against any other party. SECTION 46 INTEGRATION/AMENDMENT This Agreement represents the entire and integrated agreement between the CITY and CONTRACTOR, and supersedes all prior negotiations, representations or agreements, either written or oral, for the Project. The Agreement may be amended only by written instruments signed by both the CITY and the CONTRACTOR, and is subject to such reasonable modifications as may be required by the CITY's insurer(s), if any. In the event of a conflict between the covenants, terms, and/or provisions of this Agreement and any written Amendment(s) hereto, the provisions of the latest executed instrument shall take precedence. SECTION 47 COUNTERPARTS This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which, taken together, shall constitute one and the same document. httns://www.fisenate.aov/Session/Bill/2018100780 (July 1, 2018] SECTION 48 SCRUTINIZED COMPANIES AGREEMENT TERMINATION CLAUSE This Agreement may be terminated by the CITY, without penalty to the CITY: A. In the event that the CONTRACTOR is put on the scrutinized companies lists enumerated in Section 287.135, Florida Statutes, or B. In the event that the CONTRACTOR is put on the scrutinized companies list enumerated in Section 215.4725, Florida Statutes, or C. If the CITY determines that the CONTRACTOR falsely certified to the CITY that the CONTRACTOR PUR-F405 12 10/2019 City of Casselberry I Procurement and Contract Management Division 95 Triplet Lake Drive, Casselberry, Florida 32707 Phone: 407-262-7700, Ext. 1142 ) procuremen!@casselberry.org RFO-2020-0581 ADVANCED METERING INFRASTRUCTURE (AMI) TECHNICAL ADVISEMENT SERVICES is not listed as a scrutinized company. D. Exemptions and additional penalties shall be as set forth in Section 287.135, Florida Statutes. Certification is set forth in Exhibit "B" which is attached hereto and made a binding part hereof. SIGNATURE PAGE TO FOLLOW PUR-F-405 13 10/2019 City of Casselberry I Procurement and Contract Management Division 95 Triplet Lake Drive, Casselberry, Florida 32707 Phone: 407-262-7700, Ext. 1142 1 procurement(a-) _.or .-casselberry -q RFQ-2020-0581 ADVANCED METERING INFRASTRUCTURE (AMI) TECHNICAL ADVISEMENT SERVICES IN WITNESS WHEREOF, the parties hereto, by their duly authorized representatives, have executed this Agreement effective the 2,0 day of c2L- n U a. AD 2020. ri CITY OF CASSELIBERRY, FLORIDA 17 B James R. Newlon City Manager SL-SERCO Print: Laurie alien Title: CFO STATE OF V, ,— COUNTY OF The fore c instrument was executed before me this'D.,04 �ay of -J�—n Lk -- v AD 2020, by ioing instr LA LQ,u-t 4i-, A I ) f , - \ as C, - C> of the CONTRACTOR- Vho personally swore or affjFmed-tMt7hW-a—he-is authorized to execute this Agreement and thereby bind the Corporation, and who ip<e—rsonally known to m--e-qR has produced as identification. NOTARY PUBLIC, Stat of 'rv\.,, e (stamp) JAMIE LEE BOURDEAUX Notary Public State of Minnesota MY Commission Expires January 3l , 2024 Is PUR-F-405 14 10/2019 City of Casselberry j Procurement and Contract Management Division 95 Triplet Lake Drive, Casselberry, Florida 32707 Phone: 407-262-7700, Ext. 1142 1 procurement(cDcasseiberry.orp RFO-2020-0581 ADVANCED METERING INFRASTRUCTURE (AMI) TECHNICAL ADVISEMENT SERVICES Exhibit "A" Scope of Services The successful Bidder shall provide all necessary materials, labor, equipment, and other required tools to complete the following: The Consultant's Scope of Services will include: 1. Act as subject matter expert (SME) and advisor to the negotiation team as it relates to responding to technical questions which may arise from the evaluation and negotiation process. 2. Assist the City in performing Contract review and making recommendations for special requirements to ensure a successful AMI smart meter replacement project implementation and maintenance program. 3. Post contract award and on an as -needed basis, provide the Project Managers guidance relating to issues or technical questions that may arise during the implementation phase. 4. Reimbursement for Mileage and Per Diem will be paid based on the current 2020 Florida Per Diem Rates for the State of Florida. Current Rates: $66.00 for Meals and $127.00 for Lodging. Air Travel must be by coach class only. Travel should be planned as far in advance as possible to take advantage of discounted fares. PUR-F-405 15 1012019 City of Casselberry I Procurement and Contract Management Division 95 Triplet Lake Drive, Casselberry, Florida 32707 Phone: 407-262-7700, Ext. 1142 1 procurement(a)casselberry.org RFO-2020-0581 ADVANCED METERING INFRASTRUCTURE (AMI) TECHNICAL ADVISEMENT SERVICES Exhibit "B" Contractor Certification Regarding Scrutinized Companies Section 287.135, Florida Statutes, prohibits companies from bidding, submitting proposals, entering into or renewing contracts with a local government for goods or services that are on the Scrutinized Companies with Activities in Sudan List, on the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List or is engaged in business operations in Syria. Both lists are created pursuant to section 215.473, Florida Statutes. In addition, regardless of contract value, the companies shall not be listed on the Scrutinized Companies that Boycott Israel List, created pursuant to Section 215.4725, Florida Statutes, or be engaged in a boycott of Israel if bidding, submitting proposals, entering into or renewing contacts with a local government for goods and services. As the person authorized to sign on behalf of the company, I hereby certify that the company identified below is not listed on the Scrutinized Companies with Activities in Sudan List, is not listed on the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List or is engaged in business operations in Syria. In addition, the company is not listed on the Scrutinized Companies that Boycott Israel List, created pursuant to Section 215.4725, Florida Statutes, or is engaged in a boycott of Israel. I further understand that pursuant to the Florida Statutes, the submission of a false certification, being placed on any of the Lists as indicated herein; conducting business operations with Syria, or boycotting Israel may subject the company to termination of the agreement, civil penalties, attorney's fees, and/or costs. By the signature(s) below, I/we, the undersigned, as authorized signatory to commit the company, certify that the information as provided in this Contractor Certification Regarding Scrutinized Companies, is truthful and correct at the time of submission. Bidder/Contractor Name: SL-serco, Inc. Mailing Address: 322 Groveland Avenue, Minneapolis, MN 55403-3552 Telephone Number: 612-782-9716 Fax Number. 612-782-9782 E-mail Address: laurie.allen@sl-5eroo.corn 4r. Laurie alien FEIN: 41-0942479 �zedSigratory'Printed Name CFO 01/20/2020 Title Date PUR-F-405 16 10/2019 City of Casselberry I Procurement and Contract Management Division 95 Triplet Lake Drive, Casselberry, Florida 32707 Phone: 407-262-7700, Ext. 1142 1 procurement(aD-casselberry.org RFQ-2020-0581 ADVANCED METERING INFRASTRUCTURE (AMI) TECHNICAL ADVISEMENT SERVICES AMENDMENT#1 This Amendment is made by and between the CITY OF CASSELBERRY, a municipal corporation existing under the laws of the State of Florida, 95 Triplet Lake Drive, Casselberry, Florida 32707, hereinafter referred to as the "CITY", and SL-SERCO, 322 Groveland Avenue, Minneapolis, Minnesota 55403-3552, hereinafter referred to as the "CONTRACTOR". WITNESSETH: WHEREAS, the CITY entered in to an Agreement with the Contractor to provide technical advisement services as further described in Agreement RFQ-2020-0581 approved by the City Manager on January 20, 2020 for $28,000.00, between the CITY and the CONTRACTOR; and WHEREAS, the Agreement provided for technical advisement services through project implementation and the City desires to maintain the Contractor through the pilot and deployment phases; WHEREAS, pursuant to the original agreement, the covenants, terms, and provisions of the Agreement may be modified by way of written instrument, mutually accepted by the parties; and WHEREAS, the purpose of this Amendment is to extend the term of the Agreement and increase the compensation to allow for technical advisement services through the pilot and deployment phase. NOW, THEREFORE, in consideration of the mutual covenants, terms, and provisions contained herein, the parties agree as follows: SECTION 1 TERM The original term of the agreement was January 16, 2020 through January 15, 2021. The Agreement is hereby extended to December 31, 2021 and may be renewed when in the best interest of the CITY. SECTION 5 COMPENSATION A. This Amendment is to increase the compensation. The original agreement was Twenty- eight thousand and 00/100 ($28,000.00). The additional amount to be paid under this Agreement for services rendered will not exceed Eighty-eight thousand eight hundred and 00/100 Dollars ($88,800.00) for the term of this Agreement, in accordance with the pricing schedule set forth in Exhibit "A" which is attached hereto and made a binding part hereof. B. Compensation for services completed by the CONTRACTOR will be paid in accordance with section 218.70, Florida Statutes, Florida's Prompt Payment Act. C. Services to be performed in accordance with this Agreement are subject to the annual appropriation of funds by the CITY. PUR-F-408A 1 Rev. 5/2019 City of Casselberry j Procurement and Contract Management Division 95 Triplet Lake Drive, Casselberry, Florida 32707 Phone: 407-262-7700, Ext. 1142 ( procurement _casselberry.org RFQ-2020-0581 ADVANCED METERING INFRASTRUCTURE (AMI) TECHNICAL ADVISEMENT SERVICES 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 of sovereign immunity under Section 768.28, F.S., or other limitations imposed on the CITY's potential liability under state orfederal law. The CITY shall not be liable under this Agreement for punitive damages or interest for the period before judgment. SIGNATURE PAGE TO FOLLOW PUR-F-408A 2 Rev. 512019 City of Casselberry I Procurement and Contract Management Division 95 Triplet Lake Drive, Casselberry, Florida 32707 Phone: 407-262-7700, Ext. 1142 1 procurementO-casselberry.org RFQ-2020-0581 ADVANCED METERING INFRASTRUCTURE (AMI) TECHNICAL ADVISEMENT SERVICES IN WITNESS WHEREOF, the parties hereto, by their duly authorized representatives, have executed this Agreement effective the; day of, r _,AD 2020 CITY OF CASSELBERRY, FLORIDA By: al)�� C-/ 1-11, - Charlene Gla c Mayor/Commi io er Attest: CITY OF CASSELBERRY By: �` Donna G. Gardner, CMC City Clerk As authorized for execution at the City Commission meeting of: c SL-SERCO Y� 1 t Print: I �c -Uy-1 l , �,t`' }/) Title: C) For an individual acting in his or her own right: STATE OF _ COUNTY OF The foregoing instrument was acknowledged before me by means of ❑ physical presence or ❑ online notarization, this date by (name of person acknowledging), who is personally known to me or who has produced (type of identification) as identification. [Notary Seal] Notary Public Name typed, printed or stamped My Commission Expires: PUR-F-408A 3 Rev. 5/2019 City of Casselberry I Procurement and Contract Management Division 96 Triplet Lake Drive, Casselberry, Florida 32707 Phone: 407-262-7700, Ext. 1142 1 procurementAcasselberrV.or_q RFQ-2020-0681 ADVANCED METERING INFRASTRUCTURE (AMI) TECHNICAL ADVISEMENT SERVICES For a corporation: STATE OF COUNTY OF— The foregoing instrument was acknowledged before me by means ofcV--pbysical presence or ❑ online notarization, this tdgj!pj by (name of officer or agent, title of officer or agent) of (name of corporation acknowledging) , a (state or place of incorporation) corporation, on behalf of the corporation. He/she is personally known to me or has produced (type o identification) as identification. [Notary Seal] JAMIE LEE BOURDEAU]X Notary Public 11 Stata of Minnesota 'as My Commission Expires 4 loom January 31, 2024: Notary Public Name typed, printed or stamped My Commission Expires: (3 ) -'2,t –..3-lksu-A PUR-F-408A 4 Rev. 512019 City of Casselberry I Procurement and Contract Management Division 95 Triplet Lake Drive, Casselberry, Florida 32707 Phone: 407-262-7700, Ext. 1142 1 procuremenj&casselberry.org RFQ-2020-0581 ADVANCED METERING INFRASTRUCTURE (AMI) TECHNICAL ADVISEMENT SERVICES Exhibit "A" Scope of Services and Pricing Schedule (Attached as a separate document) PUR-F-408A 5 Rev. 5/2019 Exhibit "A" Scope of Services and Pricing Schedule ZVI SC-serco �,, r, ; 11 1 �� • 1 a =,r SL-serco will dedicate resources for the following services related to implementation as directed by Carol Conroy of Casselberry, FL. SL-serco Responsibilities a Pilot Phase o Provide deployment oversight and general consulting services during AMI pilot deployment, which includes: a Oversee testing a Assist with contract administration a General consultation assistance on best practices a Attendance in weekly project calls o Provide Testing for the pilot which includes: • Endpoint Acceptance Testing m Build and Run a User Acceptance Testing a Write test scripts for software / hardware a Administer testing a Facilitate issue resolution ® Escalate failed tests a Deployment Phase o Provide deployment oversight and general consulting services during the AMI full deployment, which includes: • Oversee testing • Assist with contract administration a General consultation assistance on best practices a Attendance in weekly or bi-weekly project calls o Provide testing for the full deployment, which includes: Endpoint Acceptance Testing ® Run final testing on all endpoints being deployed during the full deployment phase 35 Day Performance Testing a Run testing on each route to ensure achievement of 98.5% read rate based on contract with Core and Main 4/13/20 SOW for Casselberry, FL - Pilot and Full Deployment Consulting 6 1 P a g e Casselberry, FL Responsibilities • Provide direction and requests to SL-serco as issues arise • Provide appropriate staff members (as directed by SL-serco) to participate in User Acceptance Testing • Assist with the 35 Day Performance Testing by assigning a resource to review and approve/deny exceptions submitted by the installation contractor, VEPO • Provide feedback as needed throughout the project as well as at the end SL-serco will bill Casselberry, FL at monthly intervals. The rate charged will be $240 an hour, not to exceed the amounts listed below. Item Description Rate Pilot $52,800.00 Deployment $36,000.00 Total $88,800.00 4/13/20 SOW for Casselberry, FL - Pilot and Full Deployment Consulting 7 1 P a g e CQR�® AC> CERTIFICATE OF LIABILITY INSURANCE DATE (..-DIYI'YY) 0$,11,2020 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Leora Martin NAME: North Risk Partners (PA Ext (651) 379-7800 aic No : (651) 379-7801 2010 Centre Pointe Blvd. E-MAIL leora.martin@northriskpartners.com ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC # INSURERA: Travelers Property Casualty Cc ofAmerica 25674 Mendota Heights MN 55120 INSURED INSURER B : INSURER C : SL-serco, Inc. INSURER D: 322 Groveland Avenue INSURER E: 1 INSURER F: Minneapolis MN 55403-3552 COVERAGES CERTIFICATE NUMBER: 20-21 Professional REVISION NUMBER: THIS IS TO CERTIFY THAT 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 CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAYBE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR -rypE OF INSURANCE INSD WVD POLICY NUMBER POLICY EFF MM/DDIYYYY POLICY EXP MMIDDIYYYY LIMITS COMMERCIALGENERALLIABILITY EACH OCCURRENCE S DAMAG N CLAIMS -MADE OCCUR PREMISES Ea occurrence) ccurrence s MED EXP (Any one person) $ PERSONAL &ADV INJURY $ GEN'LAGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ POLICY PRO ❑ LOC JECT PRODUCTS-COMPJOPAGG $ S OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT S Ea accident BODILY INJURY (Per person) S ANYAUTO OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) S PROPERTY DAMAGE $ Per accident HIRED NON -OWNED AUTOS ONLY AUTOS ONLY $ UMBRELLA LIAB HCLAIMS-MADE OCCUR EACH OCCURRENCE $ AGGREGATE S EXCESS LIAB DED I I RETENTION $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN PER OTH- STATUTE I I ER ANY PROPRIETOR/PARTNER/EXECUTIVEElN E.L. EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? /A (Mandatory in NH) E.L. DISEASE - EA EMPLOYEE $ If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ Each Occurrence $2,000,000 A Professional Liability Y ZPL 16N49083 04/30/2020 04/30/2021 Aggregate $2,000,000 Retention $10,000 DESCRIPTION OF OPERATIONS r LOCATIONS 1 VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) City of Sanford, Florida is included as an additional insured under the Professional Liability policy when required by written contract. City of Sanford, Florida 300 N. Park Ave. Sanford FL 32771 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 26 (2016103) The ACORD name and logo are registered marks of ACORD AC Rn® CERTIFICATE OF LIABILITY INSURANCE DATE /11/2020 Y) 08/11 /2020 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER North Risk Partners 2010 Centre Pointe Blvd. Mendota Heights MN 55120 CONTACT Leora Martin NAME: AI� �o Ell: (651) 379-7800 FAIc No : (651) 379-7801 E-MAIL leora.martin@northriskpartners.com ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # INSURERA: Travelers Property Casualty Co ofAmerica 25674 INSURED SL -servo, Inc. 322 Groveland Avenue Minneapolis MN 55403-3552 INSURER B : INSURER C : INSURER D: INSURER E : INSURER F : CnvFRARFA CERTIFICATE NIJMRER! 20-21 Professional REVISION NUMBER: THIS IS TO CERTIFY THAT 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 CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAYBE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE INSD WVD POLICYNUMBER POLICY EFF MMIDD/YYYY POLICY EXP MMIDDIYYYY LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ A NTED CLAIMS -MADE OCCUR PREMISESEEa occurrence S MED EXP (Any one person) s PERSONAL &ADV INJURY s GEN'LAGGREGATELIMIT APPLIES PER: GENERAL AGGREGATE $ PRODUCTS -COMP/OPAGG $ POLICY ❑ PRO ❑ LOC JECT $ OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ Ea accident BODILY INJURY (Per person) S ANY AUTO OWNED SCHEDULED BODILY INJURY (Per accident) $ AUTOS ONLY AUTOS PROPERTY DAMAGE s Per accident HIRED NON -OWNED AUTOS ONLY AUTOS ONLY S UMBRELLA LIAR OCCUR EACH OCCURRENCE $_ AGGREGATE S EXCESS LIAB CLAIMS -MADE DED I I RETENTION $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN PER R STATUTE ER ER ANY PROPRIEfOR/PARTNER/EXECUTIVEElNIA E.L. EACH ACCIDENT S OFFICERIMEMBER EXCLUDED? (Mandatory in NH) E.L. DISEASE - EA EMPLOYEE S E.L. DISEASE - POLICY LIMIT $ If yes, describe under DESCRIPTION OF OPERATIONS below Each Occurrence $2,000,000 A Errors & Omissions Y ZPL 16N49083 04/30/2020 04/30/2021 Aggregate $2,000,000 Retention $10,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) City of Sanford, Florida is included as an additional insured under the Errors & Omissions policy when required by written contract. rcoTICH'ATc unl nr_0 (`ANCFI 1 ATInN ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Sanford, Florida ACCORDANCE WITH THE POLICY PROVISIONS. 300 N. Park Ave. AUTHORIZED REPRESENTATIVE Sanford FL 32771 _ ✓ r ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD