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Backup Documents 09/13/2016 Item #16E 2 (System Engineering Intl.) ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP 16E 2 TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE Print on pink paper. Attach to original document. The completed routing slip and original documents are to be forwarded to the County Attorney Office at the time the item is placed on the agenda. All completed routing slips and original documents must be received in the County Attorney Office no later than Monday preceding the Board meeting. **NEW** ROUTING SLIP Complete routing lines#1 through#2 as appropriate for additional signatures,dates,and/or information needed. If the document is already complete with the exception of the Chairman.s signature,draw a line through routing lines#1 through#2,complete the checklist,and forward to the County Attorney Office. _ Routed by Procurement Services to the Office Initials Date Following Addressee(s) (In routing order) 1. Risk Management Risk C g-t / 2. County Attorney Office County Attorney Office Spt h� :-.Sksk`S/ C\\ Vco 3. BCC Office Board of County Commissioners *A/ ck1-22\ b 4. Minutes and Records Clerk of Court's Office t\-'„ , YVU q int1(0 2'5' 5. Return to Procurement Services Procurement Services Division Contact: Viviana Giraimoustas PRIMARY CONTACT INFORMATION Normally the primary contact is the person who created/prepared the Executive Summary. Primary contact information is needed in the event one of the addressees above,may need to contact staff for additional or missing information. Name of Primary f hrinos for Rhonda Phone Number - I' 1i Procurement Staff 9/13/2016 Contact and Date Agenda Date Item was 9/13/2 Agenda Item Number 16.E.2 Approved by the BCC Type of Document Contract Number of Original 2 Attached Documents Attached PO number or account N/A Solicitation/Contract i v ninterrupted number if document is Number/Company Power Systems/System to be recorded Name Engineering Intl. INSTRUCTIONS & CHECKLIST Initial the Yes column or mark"N/A" in the Not Applicable column,whichever is Yes N/A(Not appropriate. (Initial) Applicable) 1. Does the document require the chairman's original signature? grItyvp N I«t 2. Does the document need to be sent to another agency for additional signatures? If yes, N/A provide the Contact Information(Name;Agency;Address;Phone)on an attached sheet. 3. Original document has been signed/initialed for legal sufficiency. (All documents to be signed by the Chairman,with the exception of most letters,must be reviewed and signed (� by the Office of the County Attorney. `t 4. All handwritten strike-through and revisions have been initialed by the County Attorney's N/A Office and all other parties except the BCC Chairman and the Clerk to the Board 5. The Chairman's signature line date has been entered as the date of BCC approval of the N/A document or the final negotiated contract date whichever is applicable. 6. "Sign here"tabs are placed on the appropriate pages indicating where the Chairman's LD signature and initials are required. 7. In most cases(some contracts are an exception),the original document and this routing slip ,LXl' should be provided to the County Attorney Office at the time the item is input into SIRE. . 1 f f Some documents are time sensitive and require forwarding to Tallahassee within a certain 1�► time frame or the BCC's actions are nullified. Be aware of your deadlines! 8. The document was approved by the BCC on the date above and all changes made during the meeting have been incorporated in the attached document. The County to Attorney's Office has reviewed the changes,if applicable. 9. Initials of attorney verifying that the attached document is the version approved by the BCC,all changes directed by the BCC have been made,and the document is ready for the r4 vXtaki, r. Chairman's signature. I:Forms/County Forms/BCC Forms/Original Documents Routing Slip WWS Original 9.03.04,Revised 1.26.05,Revised 2.24.05;Revised 11/30/12 16E 2 MEMORANDUM Date: September 23, 2016 To: Camille Shim-Marinos Procurement Services From: Martha Vergara, Deputy Clerk Minutes & Records Department Re: Contract #16-6640R "Uninterrupted Power Systems" Contractor: System Engineering International, LLC d/b/a Critical Power USA Attached is an original of the document referenced above, (Item #16E2) approved by the Board of County Commissioners on Tuesday, September 13, 2016. The second original has been held by the Minutes and Records Department as part of the Board's Official Record. If you have any questions, please contact me at 252-7240. Thank you. Attachment 16E 2 AGREEMENT 16-6640R for Uninterrupted Power Systems THIS AGREEMENT, made and entered into on this 13th day of September, 2016, by and between System Engineering International, LLC d/b/a Critical Power USA, authorized to do business in the State of Florida, whose business address is 1539 Tilco Drive Suite, 120, Frederick, MD 21704 (the "Contractor") and Collier County, a political subdivision of the State of Florida, (the "County"): WITNESSETH: 1. AGREEMENT TERM. The Agreement shall be for a one (1) year period, commencing on Board Award Date and terminating one (1) year from that date or until all outstanding Purchase Orders issued prior to the expiration of the Agreement period have been completed or terminated. 2. RENEWAL. The County may, at its discretion and with the consent of the Contractor, renew the Agreement under all of the terms and conditions contained in this Agreement for three (3) additional one (1) year periods. The County shall give the Contractor written notice of the County's intention to renew the Agreement term prior to the end of the Agreement term then in effect. The County Manager, or his designee, may, at his discretion, extend the Agreement under all of the terms and conditions contained in this Agreement for up to one hundred and eighty (180) days. The County Manager, or his designee, shall give the Contractor written notice of the County's intention to extend the Agreement term not less than ten (10) days prior to the end of the Agreement term then in effect. 3. STATEMENT OF WORK. The Contractor shall provide all necessary labor, materials, tools, equipment, supplies, consumables, maintenance, transportation, skills, and incidentals, and any other necessary accessories or services to perform Uninterrupted Power Systems services as specified and in accordance with the terms and conditions of Invitation to Bid (ITB) #16-6640, Exhibit A — Scope of Services Contractor's Bid Proposal, Exhibit B - Fee Schedule, Exhibit C —Facilities Management Division UPS List, Exhibit D — Public Utilities UPS List, and Exhibit E — Information Technologies Division UPS List, referred to herein and made an integral part of this Agreement. The Contractor is the Secondary on Preventative Maintenance. If the Primary Contractor cannot provide requested services within the timeframe specified by the user division, then the Secondary Contractor will then be contacted. If the Secondary Contractor cannot provide requested services within the timeframe specified by the user division then the Tertiary Contractor will be contacted. The Contractor is the Tertiary for Routine Service, On-Call Service and Emergency Service Repairs. If the Primary Contractor cannot provide requested services within the Page 1 of 22 Agreement#16-6640R"Uninterruptible Power Systems" System Engineering International, LLC d/b/a Critical Power USA 010 16E 2 timeframe specified by the user division, then the Secondary Contractor will then be contacted. If the Secondary Contractor cannot provide requested services within the timeframe specified by the user division then the Tertiary Contractor will be contacted. If the Primary Contractor cannot provide requested services within the timeframe specified by the user division, then the Secondary Contractor will then be contacted. The procedure for obtaining services is the same the Tertiary. This Agreement contains the entire understanding between the parties and any modifications to this Agreement shall be mutually agreed upon in writing by the Parties, in compliance with the County's Procurement Ordinance, as amended, and Procurement Procedures in effect at the time such services are authorized. 4. THE AGREEMENT SUM. The County shall pay the Contractor for the performance of this Agreement the aggregate of the services furnished at the unit price and rates in Exhibit B — Fee Schedule, and the price methodology as defined in Section 4.1. Payment will be made upon receipt of a proper invoice and upon approval by the County Representative or designee, and in compliance with Chapter 218, Fla. Stats., otherwise known as the "Local Government Prompt Payment Act." 4.1 Price Methodology: Unit Price: The County agrees to pay a firm total fixed price (inclusive of all costs, including labor, materials, equipment, overhead, etc.) for a repetitive product or service delivered (i.e. installation price per ton, delivery price per package or carton, etc.). The invoice must identify the unit price and the number of units received (no contractor inventory or cost verification. Lump Sum (Fixed Price): A firm fixed total price offering for a project; the risks are transferred from the County to the contractor; and, as a business practice there are no hourly or material invoices presented, rather, the contractor must perform to the satisfaction of the County's County Representative or designee before payment for the fixed price contract is authorized. Only a single lump sum quote is required, no itemized breakdown for the lump sum quote will be required for quoting or payment purposes. No time and material quotes will be accepted or required for quoting or payment. Actual invoices for materials, subcontractors, mark-ups, etc. will not be required for payment purposes, as the lump sum quote does not require a breakdown of the quote or supporting documentation. Timesheets and/or timecards will not be accepted or required for quoting or payment purposes to support labor hours, as they are not required for a lump sum quote. For lump sum quotes all three awardees (primary, secondary, and tertiary) must provide a lump sum quote or explanation for a no quote. Time and Materials: The County agrees to pay the contractor for the amount of labor time spent by the contractor's employees and subcontractors to perform the work Page 2 of 22 0 Agreement#16-6640R"Uninterruptible Power Systems" System Engineering International, LLC d/b/a Critical Power US 16E 2 (number of hours times hourly rate), and for materials and equipment used in the project (cost of materials plus the contractor's mark-up). This methodology is generally used in projects in which it is not possible to accurately estimate the size of the project, or when it is expected that the project requirements would most likely change. As a general business practice, these contracts include back-up documentation of costs; invoices would include number of hours worked and billing rate by position (and not company (or subcontractor) timekeeping or payroll records), material or equipment invoices, and other reimbursable documentation for the project. 4.2 Any County agency may purchase products and services under this Agreement, provided sufficient funds are included in their budget(s). 4.3 Payments will be made for services furnished, delivered, and accepted, upon receipt and approval of invoices submitted on the date of services or within six (6) months after completion of the Agreement. Any untimely submission of invoices beyond the specified deadline period is subject to non-payment under the legal doctrine of "laches" as untimely submitted. Time shall be deemed of the essence with respect to the timely submission of invoices under this Agreement. 5. SALES TAX. Contractor shall pay all sales, consumer, use and other similar taxes associated with the Work or portions thereof, which are applicable during the performance of the Work. No mark-up shall be applied to these taxes or fees. Collier County, Florida as a political subdivision of the State of Florida, is exempt from the payment of Florida sales tax to its vendors under Chapter 212, Florida Statutes, Certificate of Exemption # 85-8015966531C-2. 6. NOTICES. All notices from the County to the Contractor shall be deemed duly served if mailed or faxed to the Contractor at the following Address: System Engineering International, LLC d/b/a Critical Power USA 1539 Tilco Drive Suite, 120 Frederick, MD 21704 Telephone: (240) 772-1660 Facsimile: (240) 7721666 e-mail: info@criticalpowerusa.com Attention: Christian Davis, Chief Executive Officer All Notices from the Contractor to the County shall be deemed duly served if mailed or faxed to the County to: Collier County Government Center Procurement Services Division 3327 Tamiami Trail, East Naples, Florida 34112 Attention: Director, Procurement Services Division Telephone: (239) 252-8407 Facsimile: (239) 252-6480 Page 3 of 22 Agreement#16-6640R"Uninterru tible Power S stems" System Engineering International,LLC d/b/a Critical Power US lb 16E2 The Contractor and the County may change the above mailing address at any time upon giving the other party written notification. All notices under this Agreement must be in writing. 7. NO PARTNERSHIP. Nothing herein contained shall create or be construed as creating a partnership between the County and the Contractor or to constitute the Contractor as an agent of the County. 8. PERMITS: LICENSES: TAXES. In compliance with Section 218.80, F.S., all permits necessary for the prosecution of the Work shall be obtained by the Contractor. The County will not be obligated to pay for any permits obtained by Subcontractors. Payment for all such permits issued by the County shall be processed internally by the County. All non-County permits necessary for the prosecution of the Work shall be procured and paid for by the Contractor. The Contractor shall also be solely responsible for payment of any and all taxes levied on the Contractor. In addition, the Contractor shall comply with all rules, regulations and laws of Collier County, the State of Florida, or the U. S. Government now in force or hereafter adopted. The Contractor agrees to comply with all laws governing the responsibility of an employer with respect to persons employed by the Contractor. 9. NO IMPROPER USE. The Contractor will not use, nor suffer or permit any person to use in any manner whatsoever, County facilities for any improper, immoral or offensive purpose, or for any purpose in violation of any federal, state, county or municipal ordinance, rule, order or regulation, or of any governmental rule or regulation now in effect or hereafter enacted or adopted. In the event of such violation by the Contractor or if the County or its authorized representative shall deem any conduct on the part of the Contractor to be objectionable or improper, the County shall have the right to suspend the Agreement of the Contractor. Should the Contractor fail to correct any such violation, conduct, or practice to the satisfaction of the County within twenty-four (24) hours after receiving notice of such violation, conduct, or practice, such suspension to continue until the violation is cured. The Contractor further agrees not to commence operation during the suspension period until the violation has been corrected to the satisfaction of the County. 10. TERMINATION. With respect to this agreement, should the Contractor be found to have failed to perform his services in a manner satisfactory to the County as per this Agreement, the County may terminate said Agreement for cause; further the County may terminate this Agreement for convenience with a thirty (30) day written notice. The County shall be sole judge of non-performance. With respect to a particular Project, termination shall be governed by the terms of the Purchase Order. In the event that the County terminates this Agreement, Contractor's recovery against the County shall be limited to that portion of the Agreement Amount earned through the date of termination. The Contractor shall not be entitled to any other or further recovery against the County, including, but not limited to, any damages or any anticipated profit on portions of the services not performed. Page 4 of 22 Agreement#16-6640R"Uninterruptible Power Systems" System Engineering International,LLC d/b/a Critical Power USA O 6) 16E 2 11. NO DISCRIMINATION. The Contractor agrees that there shall be no discrimination as to race, sex, color, creed or national origin. 12. INSURANCE. The Contractor shall provide insurance as follows: A. Commercial General Liability: Coverage shall have minimum limits of $1,000,000 Per Occurrence, $2,000,000 aggregate for Bodily Injury Liability and Property Damage Liability. This shall include Premises and Operations; Independent Contractors; Products and Completed Operations and Contractual Liability. B. Business Auto Liability: Coverage shall have minimum limits of $1,000,000 Per Occurrence, Combined Single Limit for Bodily Injury Liability and Property Damage Liability. This shall include: Owned Vehicles, Hired and Non-Owned Vehicles and Employee Non-Ownership. C. Workers' Compensation: Insurance covering all employees meeting Statutory Limits in compliance with the applicable state and federal laws. The coverage must include Employers' Liability with a minimum limit of $100,000 for each accident. D. Pollution: Coverage shall have minimum limits of $1,000,000 Per Occurrence and shall be maintained by the Contractor. Special Requirements: Collier County Government shall be listed as the Certificate Holder and included as an Additional Insured on the Comprehensive General Liability Policy. Current, valid insurance policies meeting the requirement herein identified shall be maintained by Contractor during the duration of this Agreement. The Contractor shall provide County with certificates of insurance meeting the required insurance provisions. Renewal certificates shall be sent to the County ten (10) days prior to any expiration date. Coverage afforded under the policies will not be canceled or allowed to expire until the greater of: ten (10) days prior written notice, or in accordance with policy provisions. Contractor shall also notify County, in a like manner, within twenty-four (24) hours after receipt, of any notices of expiration, cancellation, non-renewal or material change in coverage or limits received by Contractor from its insurer, and nothing contained herein shall relieve Contractor of this requirement to provide notice. Contractor shall ensure that all subcontractors comply with the same insurance requirements that he is required to meet. 13. INDEMNIFICATION. To the maximum extent permitted by Florida law, the: Contractor shall indemnify and hold harmless Collier County, its officers and employees from any and all liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys' fees and paralegals' fees, whether resulting from any claimed breach of this Agreement by Contractor, any statutory or regulatory violations, or from personal injury, Page 5 of 22 Agreement#16-6640R"Uninterruptible Power Systems"0System Engineering International, LLC d/b/a Critical Power USA/ 16E 2 property damage, direct or consequential damages, or economic loss, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the : Contractor or anyone employed or utilized by the Contractor in the performance of this Agreement. This indemnification obligation shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may be available to an indemnified party or person described in this paragraph. This section does not pertain to any incident arising from the sole negligence of Collier County. 13.1 The duty to defend under this Article 13 is independent and separate from the duty to indemnify, and the duty to defend exists regardless of any ultimate liability of the Contractor, County and any indemnified party. The duty to defend arises immediately upon presentation of a claim by any party and written notice of such claim being provided to Contractor. Contractor's obligation to indemnify and defend under this Article 13 will survive the expiration or earlier termination of this Agreement until it is determined by final judgment that an action against the County or an indemnified party for the matter indemnified hereunder is fully and finally barred by the applicable statute of limitations. 14. AGREEMENT ADMINISTRATION. This Agreement shall be administered on behalf of the County by the Facilities Management Division. 15. CONFLICT OF INTEREST. Contractor represents that it presently has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of services required hereunder. Contractor further represents that no persons having any such interest shall be employed to perform those services. 16. COMPONENT PARTS OF THIS AGREEMENT. This Agreement consists of the following component parts, all of which are as fully a part of the Agreement as if herein set out verbatim: Insurance Certificate(s), Exhibit A — Scope of Services, Exhibit B — Fee Schedule, Contractor's bid proposal, Exhibit C —Facilities Management Division UPS List, Exhibit D — Public Utilities Department UPS List, Exhibit E — Information Technologies Division UPS List, and ITB #16-6640R. 17. SUBJECT TO APPROPRIATION. It is further understood and agreed by and between the parties herein that this Agreement is subject to appropriation by the Board of County Commissioners. 18. PROHIBITION OF GIFTS TO COUNTY EMPLOYEES. No organization or individual shall offer or give, either directly or indirectly, any favor, gift, loan, fee, service or other item of value to any County employee, as set forth in Chapter 112, Part III, Florida Statutes, Collier County Ethics Ordinance No. 2004-05, as amended, and County Administrative Procedure 5311. Violation of this provision may result in one or more of the following consequences: a. Prohibition by the individual, firm, and/or any employee of the firm from contact with County staff for a specified period of time; b. Prohibition by the individual and/or firm from doing business with the County for a specified period of time, including but not limited to: submitting bids, RFP, and/or quotes; and, c. immediate termination of any Agreement held by the individual and/or firm for cause. Page 6 of 22 Agreement#16-6640R"Uninterruptible Power Systems" System Engineering International, LLC d/b/a Critical Power USA 16E 2 19. COMPLIANCE WITH LAWS. By executing and entering into this Agreement, the Contractor is formally acknowledging without exception or stipulation that it agrees to comply, at its own expense, with all federal, state and local laws, codes, statutes, ordinances, rules, regulations and requirements applicable to this Agreement, including but not limited to those dealing with the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either may be amended; taxation, workers' compensation, equal employment and safety (including, but not limited to, the Trench Safety Act, Chapter 553, Florida Statutes, and the Florida Public Records Law Chapter 119), including specifically those contractual requirements at F.S. § 119.0701(2)(a)-(b) as stated as follows: 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 CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: Communication and Customer Relations Division 3299 Tamiami Trail East, Suite 102 Naples, FL 34112-5746 Telephone: (239) 252-8383 The Contractor must specifically comply with the Florida Public Records Law to: 1. Keep and maintain public records required by the public agency to perform the service. 2. Upon request from the public agency's custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. 3. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the Contractor does not transfer the records to the public agency. 4. Upon completion of the contract, transfer, at no cost, to the public agency all public records in possession of the Contractor or keep and maintain public records required by the public agency to perform the service. If the Contractor transfers all public records to the public agency upon completion of the contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the contract, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the public agency, upon request from the public agency's custodian of public records, in a format that is compatible with the information technology systems of the public agency. Page 7 of 22 Agreement#16-6640R"Uninterruptible Power Systems" System Engineering International, LLC d/b/a Critical Power USA 1 16E 2 If Contractor observes that the Contract Documents are at variance therewith, it shall promptly notify the County in writing. Failure by the Contractor to comply with the laws referenced herein shall constitute a breach of this Agreement and the County shall have the discretion to unilaterally terminate this Agreement immediately. 20. OFFER EXTENDED TO OTHER GOVERNMENTAL ENTITIES. Collier County encourages and agrees to the successful proposer extending the pricing, terms and conditions of this solicitation or resultant Agreement to other governmental entities at the discretion of the successful proposer. 21. AGREEMENT TERMS. If any portion of this Agreement is held to be void, invalid, or otherwise unenforceable, in whole or in part, the remaining portion of this Agreement shall remain in effect. 22. ADDITIONAL ITEMS/SERVICES. Additional items and/or services may be added to this Agreement in compliance with the Procurement Ordinance, as amended, and Procurement Procedures and Section 4.1 of this Agreement. 23. DISPUTE RESOLUTION. Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the parties, the parties shall make a good faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by representatives of Contractor with full decision-making authority and by County's staff person who would make the presentation of any settlement reached during negotiations to County for approval. Failing resolution, and prior to the commencement of depositions in any litigation between the parties arising out of this Agreement, the parties shall attempt to resolve the dispute through Mediation before an agreed-upon Circuit Court Mediator certified by the State of Florida. The mediation shall be attended by representatives of Contractor with full decision-making authority and by County's staff person who would make the presentation of any settlement reached at mediation to County's board for approval. Should either party fail to submit to mediation as required hereunder, the other party may obtain a court order requiring mediation under section 44.102, Fla. Stat. 24. VENUE. Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. 25. AGREEMENT STAFFING. The Contractor's personnel and management to be utilized for this Agreement shall be knowledgeable in their areas of expertise. The County reserves the right to perform investigations as may be deemed necessary to ensure that competent persons will be utilized in the performance of the Agreement. The Contractor shall assign as many people as necessary to complete the required services on a timely basis, and each person assigned shall be available for an amount of time adequate to meet the required service delivery dates. Page 8 of 22 Agreement#16-6640R"Uninterruptible Power Systems' System Engineering International, LLC d/b/a Critical Power USADva 16E 2 26. ORDER OF PRECEDENCE. In the event of any conflict between or among the terms of any of the Contract Documents, the terms of the ITB, the Contractor's Proposal, and/or the County's Board approved Executive Summary, this Agreement shall take precedence. 27. ASSIGNMENT. Contractor shall not assign this Agreement or any part thereof, without the prior consent in writing of the County. Any attempt to assign or otherwise transfer this Agreement, or any part herein, without the County's consent, shall be void. If Contractor does, with approval, assign this Agreement or any part thereof, it shall require that its assignee be bound to it and to assume toward Contractor all of the obligations and responsibilities that Contractor has assumed toward the County. 28. SECURITY. The Contractor is required to comply with County Ordinance 2004-52, as amended. Background checks are valid for five (5) years and the Contractor shall be responsible for all associated costs. If required, Contractor shall be responsible for the costs of providing background checks by the Collier County Facilities Management Division for all employees that shall provide services to the County under this Agreement. This may include, but not be limited to, checking federal, state and local law enforcement records, including a state and FBI fingerprint check, credit reports, education, residence and employment verifications and other related records. Contractor shall be required to maintain records on each employee and make them available to the County for at least four (4) years. All of Contractor's employees and subcontractors must wear Collier County Government Identification badges at all times while performing services on County facilities and properties. Contractor ID badges are valid for one (1) year from the date of issuance and can be renewed each year at no cost to the Contractor during the time period in which their background check is valid, as discussed below. All technicians shall have on their shirts the name of the contractor's business. The Contractor shall immediately notify the Collier County Facilities Management Division via e-mail (DL-FMOPS@colliergov.net) whenever an employee assigned to Collier County separates from their employment. This notification is critical to ensure the continued security of Collier County facilities and systems. Failure to notify within four (4) hours of separation may result in a deduction of $500 per incident. CCSO requires separate fingerprinting prior to work being performed in any of their locations. This will be coordinated upon award of the contract. If there are additional fees for this process, the vendor is responsible for all costs. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK SIGNATURE PAGE TO FOLLOW Page 9 of 22 Agreement#16-6640R"Uninterruptible Power Systems" 0 System Engineering International,LLC d/b/a Critical Power USA 16E 2 IN WITNESS WHEREOF, the parties hereto, have each, respectively, by an authorized person or agent, have executed this Agreement on the date and year first written above. BOARD OF COUNTY COMMISSIONERS ATTEST: COLLIER COUNTY, FLORIDA Dwight E. Brock, Clerk'of Courts By:1 1,1.. ..1 .L_ ' 4' ' By: kibl-01.0 I.& �,�,� Donn Fiala, Chairman Dated: ';,( 4 ) 26G (SEA ) Attest as to Chairman's signature only. System Engineering International, LLC d/b/a C ' ' ' • er USA Contra. By: AIIIWAIII6- ...���� First - r''vgnature Jwbdu C . / A6 Crhris_ m v1 Dau,s CGU TType/print witness na el' TType/print signature and titleT Second Wits Sh C1rirrr Trt.cksr" x TType/ rint witness namet Approved :S n , and legality: Jeffrey A. Kla k.' , ounty Attorney Page 10 of 22 Agreement#16-6640R"Uninterruptible Power Systems" System Engineering International,LLC d/b/a Critical Power USA 2 16E 2 Exhibit A — Scope of Services PREVENTATIVE MAINTENANCE The preventative maintenance covered by this scope of work includes (all checks or processes may not be applicable to all equipment types or models): 1. Visual Inspections: • Inspect all printed circuit board connections for cleanliness, swab contacts if necessary; • Inspect all power connections for signs of overheating; • Inspect all subassemblies, bridges, and legs for signs of component defects or stress; • Inspect all DC capacitors for signs of leakage; • Inspect all AC capacitors for signs of leakage; • Inspect and inventory all customer-owned spare parts; • Inspect for and perform, as required, any open engineering changes; • Inspect insulation, overheating, and physical damage; and • Inspect battery monitoring system. 2. Internal Operating Parameters: • Control calibrations — check/ adjust, as necessary; • DC Ground Detection Offset, if applicable; • Inverter leg current average phase balance, if applicable; • Output filter current average phase balance; • Rectified bridge current average leg balance; • AC Protection settings are checked; • DC Protection settings are checked; • Calibrate and record all electronics to system specifications; • Input and Output Frequency and Voltage Bandwidth settings are checked; • Verify DC filter capacitance; • Verify AC tank and trap filter capacitance including balancing of items; • Power Supply voltages and waveforms; • Update firmware as necessary with customer approval (parts if required are included at no charge with full parts coverage if the equipment is under Service Agreement. If there is no service agreement, the parts may be billed at actual cost with applicable markups); and • Evaluate Field Service Bulletins (FSBs) for potential updates (parts if required are included at no charge with full parts coverage if the equipment is under Service Agreement. If there is no service agreement, the parts may be billed at actual cost with applicable markups). 3. External Operating Parameters: • System Input Voltages, all phases; • System Input Currents, all phases; • DC Charging Voltages (float and equalize), record settings, and adjust to nominal; • Rectifier phase on and walk-up; • Inverter phase on and walk-up; • Adjust all panel meters to measured values; • System Bypass Voltages, all phases; • Manual and UV Transfer Testing, verify uninterrupted transfer waveform, if applicable; • Outage Simulation, batter capability testing, and verify charger current limit; and 1 • Generator operation and interface verification, if applicable. Page 1 1 of 22 Agreement#16-6640R"Uninterruptible Power Systems" System Engineering International, LLC d/b/a Critical Power USA 16E 2 4. Environmental Parameters: • UPS area ambient temperature and condition of ventilating equipment; • General Cleanliness of UPS Power Module; • General Cleanliness of UPS area; • Replace air filters as applicable and necessary (parts if required are included at no charge with full parts coverage if the equipment is under Service Agreement. If there is no service agreement, the parts may be billed at actual cost with applicable markups); • Clean outside of UPS including control panel/CRT screen; and • Flywheel only: Drain oil and change oil and filers. 5. Battery Cabinet Checks: • General appearance of battery systems (all types); • General cleanliness of batter system areas (all types); • Verify the integrity of the battery rack/cabinet; • Inspect all DC connections for abnormalities; • Inspect cells for physical abnormalities; • Check batter for current limits, input limits, overload levels, and over temp circuits; • Check for corrosion on battery terminals and connectors; • Clean batteries as necessary; • Verify proper torque on connections; • Verify the condition of the ventilation equipment, if applicable; • Check the appearance of the battery room, if applicable; • Battery system area ambient temperature and condition of ventilating equipment; and • For internal batters only— measure and record: i. Overall battery float voltage; H. Charger output current and voltage; iii. Negative terminal temperature of one cell/battery per battery cabinet shelf or rack tier; and iv. Momentary load testing of cells < 100 watts (e.g. 9E, 9x55, not 9330). 6. Monitoring System Parameters: • Alarm archive review and printing; • Alarm lamp test-local and remote, if applicable; • Replace all open monitor bulbs; • Inspect battery monitoring system; and • Review battery test in history, if applicable. 7. Circuit Breakers / Isolators: • Check capacitors for swelling or leaks; • Verify free travel; and • Check magnetic/thermal settings. 8. Additional Items: • Synchronizing verification: i. Utility Sync and Transfer to bypass; ii. Transfer from bypass to UPS; iii. Verify voltage and phase lockout; and iv. Verify static bypass operation. • Fuses need verified for type, value, and condition; • Power Measurements (on-line): i. Output RMS current (Phase and Neutral); and ii. Output Peak current (Phase and Neutral). • Cleaning/Air Flow— check fans, doors, and compartment seals i. Replace filters; and ii. Clean Module. Page 12 of 22 Agreement#16-6640R"Uninterruptible Power Systems" System Engineering International, LLC d/b/a Critical Power USA 16E 2 • Clean normal cell dirt/dust accumulation, when possible. • Battery recycling as required, is included. • Check nuts, bolts, screws, and connections for tightness and heat discoloration. • Operational testing of the system including unit transfer and battery discharge. 9. General: • Customer consultation; • Verbal recommendations; and • General observations. Following the preventative maintenance inspection, a written report / check list will be provided to the Division detailing the results of the inspection, services completed, and making specific recommendations for future remedial action, upgrades, etc. Preventative maintenance on each unit / system / battery is required to be completed in accordance with the manufacturer's recommendations. Preventative maintenance will be billed by item serviced. Actual records must be provided for payment. These records will include but not be limited to: a summary spreadsheet for each unit services with the date of service and an attestation signed by the Contractor. Typically, preventative maintenance will be completed during normal business hours; however, the County may request preventative maintenance during off-hours, as deemed necessary by the County representative or designee. A surcharge will be allowed for off-hours preventative maintenance, if necessary and first approved in writing by the County representative or designee. Equipment Manufacturer Services Plans may be added as a separate "turnkey" item for specific units, as needed by County Divisions. When these services occur, a quote following the pricing methodology of the solicitation will be requested from the Contractor. ON-CALL SERVICES (for regular and emergency equipment maintenance, repair, and replacement identified in the scope of work): The two types of maintenance, repair, and replacement services required are: • On-Call Repair Work: The County representative or designee will provide a scope of work to be performed to the Contractors and request that a "time and materials" or "lump sum" quote be provided. The County expects that for on-call repair work, the contractor provides a price quote within a reasonable time (one to two business days) from the point of initial contact. Once a purchase order is issued, the County representative or designee would expect that the on-call service for regular maintenance, repair and replacement commence within two (2) business days, unless otherwise directed by the County representative or designee. In the event that the Contractor does not fulfill these response requirements, the County reserves the right to contact other Contractor to perform the scope of work. • Emergency Repair Work: The County representative or designee will identify the needed maintenance, repair and replacement for the life, health, safety or equipment/facility emergency and request that work be completed as soon as reasonably practicable. The County representative or designee may direct the Contractor to commence work through a verbal direction; and a purchase order will be issued to the Contractor as soon as possible. All emergency repair work will be completed on a time and materials based on the contracted pricing schedule. If any repair is deemed an emergency, all parts must be shipped overnight and repairs are to start immediately upon the part being received. Page 13 of 22 Agreement#16-6640R"Uninterruptible Power Systems" System Engineering International, LLC d/b/a Critical Power USA 16E 2 In each scope of work the County representative or designee reserves the right to specify: the period of completion; collection of deductions / fines or actual costs in the event of late completion and/or non- compliant performance and/or vendor caused damages; and "lump sum" or "time and material" sums. • If"lump sum" quote is requested, the Contractor shall provide: ✓ A not-to-exceed total cost for the entire scope of work including a brief description of the work to be completed; ✓ Lump Sum (fixed price) is a firm fixed total price offering for a project; the risks are transferred from the County to the Contractor; and, as a business practice there are no hourly or material invoices presented, rather, the Contractor must perform to the satisfaction of the County's project manager or designee before payment for the fixed price contract is authorized. ✓ Only a single lump sum quote is required, no itemized breakdown for the lump sum quote will be required for quoting or payment purposes. No time and material quotes will be accepted or required for quoting or payment. Actual invoices for materials, subcontractors, mark-ups, etc. will not be required for payment purposes, as the lump sum quote does not require a breakdown of the quote or supporting documentation. Timesheets and/or timecards will not be accepted or required for quoting or payment purposes to support labor hours, as they are not required for a lump sum quote. • If"time and material" quote is requested, the Contractor shall provide: ✓ The expected number of work hours by each position (and the hourly rate) and the extended total; ✓ The breakdown of the cost for supplies, parts and equipment used for the scope of work; the Contractor must provide itemized documentation of any supply, part or piece of equipment with their invoice. ✓ If applicable, a mark-up of subcontractor's labor, supplies / materials and equipment may be included; the Contractor must provide itemized documentation (including the subcontractor's invoice) of any subcontractor's labor, supplies / materials, and equipment. ✓ The County agrees to pay the Contractor for the amount of labor time spent by the Contractor's employees, (number of hours times hourly rate), and for materials and equipment used in the project (cost of materials plus the Contractor's mark-up). Subcontractors will be paid by the contractor according to their submitted invoice(s) then the contractor will be allowed to charge a markup accordingly. ✓ As a general business practice, the time and material invoices would include back- up documentation for costs for supplies/materials, equipment rental, subcontractors, etc. Invoices would include number of hours worked and billing rate by position (and not company (or subcontractor) timekeeping or payroll records), material or equipment invoices, and other reimbursable documentation for the project. ✓ Taxes, related fees, and ancillary charges may be transferred to the County in the actual amount; however, mark-ups will not be allowed. Mark-ups will not be allowed on sales tax, consumer fees or taxes, use and other similar taxes, or fees associated with any work under this Agreement. ✓ Freight and shipping charges will be allowed if included in the quote and only allowed to the amount support by back-up documentation. No mark-up will be allowed for freight or shipping charges. ✓ If applicable, a ten (10%) percent mark-up of subcontractor's labor, subcontractor's supplies / materials, subcontractor's equipment, rental equipment, contactor's equipment, Contractor supplies / materials, etc. will be allowed. Page 14 of 22 Agreement#16-6640R"Uninterruptible Power Systems" System Engineering International,LLC d/b/a Critical Power USA 16E Contractors Responsibilities The Contractor awarded for preventative maintenance inspection services, repair services, emergency and for on-call services will provide: 1. All necessary labor, materials, equipment, tools, consumables, transportation, skills, and incidentals required for the preventative maintenance inspection services, repairs, and on-call services for the County's systems. Except as noted herein, travel, fees and surcharges will not be accepted in conjunction with this contract, and such charges should be incorporated into the pricing structure. A contractor will not be allowed to bill for administrative hours for invoicing, providing back-up and supporting documentation, etc. All work shall be a "turnkey" operation to include all repairs, site clean-up and restoring the work area to its original condition. The resultant contract provides for any services deemed necessary to complete the job, through means of Contractor in-house expertise or sub- contracted work as needed (back-up documentation will be required for sub-contracted work). The Contractor shall ensure that all areas and equipment (i.e. UPS units and systems, batteries, etc.) be kept clean and free from dirt, dust and debris. Where necessary, work shall include proper permitting, as required, and the Contractor shall be responsible for permit submissions, unless otherwise instructed by the County. Permit fees may be included as a line item on invoices/quotes with no markup. The Contractor will maintain sufficient personnel to accomplish County's work schedule. 2. The Contractor will use technicians who are trained and experienced with brands serviced. The Contractor's technicians will be available for response twenty-four (24) hours a day, seven (7) days a week, 365 days per year for any emergency repairs. The Contractor shall provide the County with an on-call telephone number for emergency service. The Contractor shall employ an adequate staff of approved technicians to provide service taking into account vacation and other leaves. 3. Response time: Emergency response shall be provided in no more than four (4) hours from the time of the call. Non-emergency response within eight (8) hours is acceptable. For on-call repairs, the Contractor must be on-site and repairs begun within twenty-four (24) hours of the initial call being placed for all areas unless the County Representative approves a different amount of time for response. 4. A qualified engineer (with all related licenses and certifications being current and in full force and effect) with the experience and ability to "pull" all permits required for any and all system renovations, when necessary and applicable. There is a multitude and variety of different systems currently in place. All brands must be able to be serviced by the vendor or the vendor use a subcontractor to service the equipment. 5. Call Schedule: Contractor will provide an on-call schedule twenty-four (24) hours a day, seven (7) days per week, 365 days per year. The Contractor shall provide the County with an on-call telephone number(s) for standard, technical, and emergency services. 6. Replacement / Repair Parts: All replacement / repair parts must be approved and be of genuine and original manufacturer's parts. The Contractor will be required to provide proof of the Original Manufacturer's parts through providing invoices or photographs at the time of invoice submission. Page 15 of 22 Agreement#16-6640R"Uninterruptible Power Systems" System Engineering International,LLC d/b/a Critical Power USA 16E 2 The Contractor shall be required to expressly warrant that all replacement are new and free from defects, warranted for their merchantability and meet the performance specifications of the original equipment. In the event a portion, or all of an order, is found to be defective when delivered and/ or installed, the Contractor shall immediately replace the equipment at no cost to the County. 7. Warranties: All new equipment warranty work shall be provided by the original warranty supplier. All warranty responsibility for previously purchased, but still under warranty, equipment will continue to be provided by the original warranty supplier until expiration of the warranty period. Upon expiration of the warranty period, responsibility for maintenance shall automatically transfer to the Contractor, unless otherwise directed by the County representative or designee. All trouble calls shall be initially reported to the Contractor. If the trouble call involves a warranty item, the Contractor shall notify the County representative or designee, who will then have the responsibility of placing and tracking the warranty trouble call with the warranty supplier. Maintenance of the warranty inventory list and the notification of a warranty trouble call to the County representative or designee shall be provided by the Contractor at no additional cost to the County. Parts, replacement parts, and fixtures shall be new and warranted for a minimum of one (1) year, or the maximum allowed by the manufacturer. All labor for repairs shall have a minimum ninety (90) day warranty. 8. Additions and Deletions of Equipment: The County retains the right to add or to delete any equipment from service provided under this Contract as described herein, upon written notification by the County designee to the Contractor. Any additions or deletions shall be handled by letter from the County representative or designee and approved by the Procurement Strategist. The County, or designee, shall attempt to provide advanced notice to the Contractor of all additional and/or new equipment; however, should Contractor's personnel receive a maintenance or repair call and records show that the individual piece of equipment is not inventoried or covered by this Agreement, the Contractor personnel will perform repairs as if equipment was covered by this Agreement and shall notify the County designee. The County, or designee, will provide notice of additional equipment in writing to the Contractor, whenever possible. The Contractor may then charge for that piece of equipment, as described below, respectively, effective the date the Contractor was called for service on that piece of equipment. If removing equipment from coverage, the County Representative or designee shall provide written or electronic notice to the Contractor. Equipment removed shall not be billed for the month of removal. Any prepaid coverage fees will be refunded at a pro-rata amount to the County in the form of a credit on the subsequent billing. 9. Records and Documentation: The Contractor is responsible to maintain and update records for each type of equipment serviced. The documentation will include, and not be limited to, records of all service calls, preventative maintenance performed, and any system modifications, if applicable. The Contractor will maintain a service log at the site of each piece of equipment maintained. The Contractor will not charge for any call back work. All recovery reports shall be sent to the County contract manager, or their designee, noting date, type, quantity, location, and disposal information. Page 16 of 22 Agreement#16-6640R"Uninterruptible Power Systems" System Engineering International, LLC d/b/a Critical Power USA S 1 6 E 2 10. Inspections: The County and the Contractor may conduct an inspection of the completed services provided in response to any resulting purchase order. Any deficiencies noted during an inspection shall be corrected before final acceptance. Such deficiencies will be corrected within 24 hours after receipt of notification, at the Contractor's expense, or the County may follow the provisions in Section 11c (below). Deductions may be imposed at the time of initial notification for lack of performance. If the Contractor fails to correct the defects within this time frame, the County shall be entitled to have the work remedied, charge a deduction / fine (see Section 11 Performance Measures and Section 12 Contract Deductions), and the Contractor shall be fully liable for all costs and expenses reasonably incurred by the County. 11. Performance Measures: The Contractor shall maintain compliance with the following performance measures: a. The Contractor will provide 100% of all required reports and records within the time frame specified to the County, or their designee. b. The Contractor will advise the County, in writing, of any extenuating circumstances that will prohibit the Contractor from meeting the above-outlined performance measures. c. The Contractor will furnish all necessary labor, tools, equipment and services to perform contracted services specified in the contract. The term contract officer or project manager as used herein, shall mean the County Representative or designee. The Division Management and/or County Representative shall be the final authority on any issues that may arise as to the quality and acceptability of any work performed under this contract. If, in the opinion of the County Representative or designee, any part of the Contractor's performance becomes unsatisfactory; the County will immediately levy a deduction on the Contractor's invoice for lack of service. This deduction will be one hundred and fifty dollars ($150) per occurrence, per day, plus actual cost to correct the violation. There will be no cost to the County for re-works or for the vendor to resolve performance issues. The County shall have the immediate right to complete the work to its satisfaction, through the use of County employees or outside contractors as deemed necessary, the total sum of the County employee's hours and materials cost(s) and/or outside vendor invoices shall be immediately deducted from the Contractor's invoice. 13. Contract Deductions: It is the County's intent to have all tasks performed satisfactorily and completed in accordance with the specifications and frequencies set forth under the contract. It is important that the Contractor perform all tasks as prescribed. If any tasks are omitted or not performed satisfactorily and completely and with the frequency designated by the contract, the entire affected area as defined solely by the designated County representative or designee shall be found to be a non-performance area and a deduction shall be levied. The deduction will be one hundred and fifty dollars ($150) per occurrence, per day, plus actual cost, including County employees labor, materials cost, outside vendor cost and any other costs for the correction of the violation. Deductions shall be administered through the County Representative or designee. Should the Contractor wish to appeal these charges, they may do so in writing to the County representative's Manager within three (3) days of receiving the fine / deduction notification. The appeal should state dates, times and other associated facts, along with a clear description of their argument or disagreement with the fine. The appeal should also reference this bid Page 17 of 22 Agreement#16-6640R"Uninterruptible Power Systems" System Engineering International, LLC d/b/a Critical Power USA 1 6 E 2 document and / or other supporting documentation. Should the appeal be rejected by the County's Representative's Manager within three (3) days, the next appeal may then be made to the County Representative's Director within three (3) days. Each of these appeals should be made within three (3) days of the incident or notification (for the appeal to the Division). If a resolution cannot be obtained through the Division Management Appeal process, the Contractor will have the right to appeal within three (3) days to the Procurement Services Division. 14. Clean-up: The Contractor shall be responsible for removing all debris from the site and cleaning affected areas. The Contractor shall keep the premises free of debris and unusable materials resulting from their work and as work progresses; or upon request by the County's representative, shall remove such debris and materials from the property. The Contractor shall leave all affected areas as they were prior to beginning work. There will be no cost to the County for clean-up. If the Contractor does not follow this provision, there will be a deduction of one hundred and fifty dollars ($150) per occurrence, per day, plus actual cost to correct the violation. Any deduction may be assessed after a minimum of one written warning. 15. Equipment Inventory: The Contractor shall, under no circumstances, remove any equipment containing a County asset sticker. The Contractor shall request that, when replacing equipment, the asset sticker be removed by an appropriate County staff member authorized to adjust equipment inventory records. 16. Survivability Clause: The Contractor agrees, will honor, and finish work for any purchase order that extends beyond the expiration date of the original solicitation and/or contract. These purchase orders will survive and remain subject to the terms and conditions of the agreement until the completion or termination of the purchase order. Page 18 of 22 Agreement#16-6640R"Uninterruptible Power Systems" System Engineering International,LLC d/b/a Critical Powe • 16E 2 Exhibit B - Fee Schedule On-Call Mechanical Services: Category Unit of Measure Unit Price After Hours and Holidays Unit Supervisor Per Hour $155.00 $185.00 Licensed Journeyman Per Hour $125.00 $165.00 Apprentice Per Hour $105.00 $145.00 Engineering/Design Per Hour $161.00 $189.00 Material Markup over Percentage cost 20% Markup over Sub- Percentage Contractor cost 20% The hourly rates only apply to time and materials quotes. These rates will not be used or required for lump sum quotes. For lump sum quotes all three awardees (primary, secondary, and tertiary) must provide a lump sum quote or explanation for a no quote. Preventative Maintenance Inspection Services: System Description Price Per Unit 0 - 20 KVA $ 325.00 21 - 40 KVA $ 355.00 41 - 80 KVA $ 395.00 Greater than 81 KVA $ 525.00 Off-hours surcharge $ 220.00 Page 19 of 22 Agreement#16-6640R"Uninterruptible Power Systems" O.% System Engineering International, LLC d/b/a Critical Power USA 16E 2 Exhibit C —Facilities Management Division UPS List Brand Model Tag Description Location Liebert 37SA030A0C6D250 1327221 Npower 30-50 CCSO Naples Jail Liebert 37BP030XFJ1BAL 1327224 Sealed Battery CCSO Naples Jail Liebert 38SA015COCFJ 1345743 NX 10-15 INTBAT CCSO Naples Jail Liebert 38BP120XPX1BNS 1734204 Sealed Battery CCSO Naples Jail Liebert 38SA120AOA01 1734205 NX 80-120/ NX 480V CCSO Naples Jail Liebert MBP3225A00S3812 1738691 MBC/SLIM LN CAB CCSO Naples Jail Brand Model serial number Description Location Eaton 9315-50-80 ET372ZBA09 VRLA Sealed Building Cl Eaton 9355-10-15_32Batt BE301KBA12 VRLA Sealed, internal Building B only Eaton 9315-5080 EV473ZBA03 VRLA Sealed Building F Eaton 9330-25-40 EU506AXX01 VRLA Sealed, internal Property Appraiser only Eaton 9330-25-40 EU506AXX18 VRLA Sealed, internal MV Tax Collector only Eaton 9330-10-20 EX062AXX14 VRLA Sealed, internal Eagle Creek Tax only Collector Eaton 9355-20-30 EY464KXX44 VRLA Sealed, internal Green Tree Tax only Collector Eaton 9330-10-20 EU384AXX02 VRLA Sealed, internal Immokalee Jail only Eaton 9355-20-30 EY155KXX14 VRLA Sealed, internal Development Services only Eaton 9355-20-30 EY354KXX24 VRLA Sealed, internal Immokalee Jail only Eaton Uknown-30-50 B250074 VRLA Sealed Orange Blossom Tax Collector Eaton 9390-40-80 EC232CBA03 VRLA Sealed Bldg W FB255FBB10 Wilson Blvd. Brand Model Serial number Site APC Symmetra PX P10741170123, CCSO Special SY40K4OF WF0749110601, Operations PD0744160045 Page 20 of 22 Agreement#16-6640R"Uninterruptible Power Systems" System Engineering International,LLC d/b/a Critical Power USA ONO 16E2 Exhibit D — Public Utilities Department UPS List UPS modes and quantities are based approximates for each location. Units may be on a scheduled maintenance to be replaced or battery replacement only. North County Water Reclamation Facility South County Water Reclamation Facility Brand Model VA Quantity Where used APC BK350 350 15 Filters Office APC BE550G 550 15 Computers Smart UPS- PLC,s/DEV APC SMT1500 1500 33 Machine Smart UPS- APC SMT3000 3000 3 Plant Servers WATER Brand Model VA Quantity Where used UPS Pro- Plants/Well APC BR1500G 1500 200 Sites Plants/Well Duracell Battery SLA12-7F 7AH 200 Sites Batteries are used to replace bad batteries in APC 1500's IQ Brand Model VA Quantity Where used IQ Pump APC BK350 350 44 Stations Smart UPS- IQ Pump APC SMT750 750 2 Stations Smart UPS- IQ Pump APC SMT1500 1500 3 Stations Smart UPS- IQ Pump APC SMT2200 2200 1 Stations PUMP STATIONS Brand Model VA Quantity Where used UPS Pro- APC BR1000G 1000 2 Pump Stations Smart UPS- APC SMT1500 1500 4 Pump Stations Smart UPS- APC SMT2200 2200 1 Pump Stations SOLA SDU500 500 2 Pump Stations FERR FE500VA 500 1 Pump Stations Page 21 of 22 Agreement#16-66408"Uninterruptible Power Systems" System Engineering International, LLC d/b/a Critical Power USA 16E 2 Exhibit E - Information Technologies Division UPS List Site Name Address City-Zip Make/Model Size Serial Number Note 1899 Trade Naples- 18 North Naples Center Way 34109 Best Ferrups KVA EY425FN024 Naples- 18 WAVV 1515 Benton Rd 34117 Best Ferrups KVA FE18K01243 13240 Powerware- 18 Corkscrew Immokalee Rd Naples 9170 KVA C6601N018KK022078 2901 County Naples- Powerware- 18 County Barn Barn Rd 34112 9170 KVA C6601N018KE050968 15669 Tamiami Naples- Powerware- 18 Krehling Trail E 34114 9170 KVA C6601N018KK022077 Chalet- 520 South Marco Island 18 Marco Island Collier Blvd -34145 Best Ferrups KVA FE18K01240 8075 Lely Naples- 80 ESC Cultural Pkwy 34113 Powerware 9390 KVA EB333CAA08 3 phase 0 Page 22 of 22 Agreement#16-6640R"Uninterruptible Power Systems" System Engineering International,LLC d/b/a Critical Power USA 1 6 E 2 ___-.., ,,, DATE(MM/OD/YYYY) ACCORD CERTIFICATE OF LIABILITY INSURANCE 09/06/2016 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 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 1-414-443-0000 CONTACT NAME: Hays Companies of Wisconsin, Inc. PHONE FAX (A/C,No,Ext): (A/C,No): E-MAIL 1200 North Mayfair Road, Suite 100 ADDRESS: INSURER(S)AFFORDING COVERAGE NAIL# Milwaukee, WI 53226INSURERA: CHARTER OAK FIRE INS CO 125615 INSURED INSURER B: TRAVELERS PROP CAS CO OF AMER 125674 Unified Power Acquisition Corporation; Unified Power ! INSURERC: CATLIN SPECIALTY INS CO 115989 Holdings, LLC; Power Protection Services LLC; On Computer Services, LLC INSURERD: 217 Metro Drive INSURERE: 1 Terrell, TX 75160 INSURERF: COVERAGES CERTIFICATE NUMBER: 47738493 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 CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE IIADDL SUER POLICY EFF POLICY EXP LIMITS LTR INSD WVD POLICY NUMBER (MMIDD/YYYY) (MMIDD/YYYY) A X COMMERCIAL GENERAL LIABILITY 1 X 660-268J5314 04/01/16 04/01/17 EACH OCCURRENCE $ 1,000,000 RETE1 CLAIMS-MADE % OCCUR PREM SESO(Ba oecur ante) $ 300,000 MED EXP(Any one person) $ 5,000 PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: _GENERAL AGGREGATE $ 2,000,000 POLICY % jEcT LOC PRODUCTS-COMP/OPAGG $ 2,000,000 OTHER: $ 810-6B864781 04/01/16 04/01/17 COMBINED SINGLE LIMIT $ 1,000,000 A AUTOMOBILE LIABILITY (Ea accident) g ANY AUTO BODILY INJURY(Per person) $ ' ALL OWNED SCHEDULED i BODILY INJURY(Per accident) $ AUTOS AUTOS NON-OWNEDI PROPERTY DAMAGE $ HIRED AUTOS AUTOS (Per accident) I^ I $ B X UMBRELLAUAB % OCCUR I CUP-6B86485A 04/01/16 04/01/17 EACH OCCURRENCE $ 10,000,000 EXCESSLIAB CLAIMS-MADEI AGGREGATE $ 10,000,000 DED % RETENTION$0 i $ • B WORKERS COMPENSATION I UB-48581681 04/01/16 04/01/17 K STATUTE OERH AND EMPLOYERS'LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE Y/N I N I A E.L.EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ C Pollution • CPV-680289 04/01/16 04/01/17 Each Claim & Aggr 1,000,000 I DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Named Insureds include: System Engineering International, LLC d/b/a Critical Power USA and 24/7 Technology Inc. Collier County Government is included as additional insured where required by written contract. CERTIFICATE HOLDER CANCELLATION 4 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Collier County Government THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Procurement Services Division ACCORDANCE WITH THE POLICY PROVISIONS. 3327 Tamiami Trail E AUTHORIZED REPRESENTATIVE Naples, FL 34112 gm -�'�"'+��P CJn� _ USA ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014101) The ACORD name and logo are registered marks of ACORD jeannefortino 47738493 16E 2 CERTIFICATE OF CORPORATE RESOLUTION I, Christian Davis , Chief Executive Officer of Critical Power USA , organized and existing under the laws of Frederick, Maryland and having its principal place of business at 1539'Tilco Dr., Ste. 120, Frederick, MD 21704 , hereby certify that the following is a true copy of a resolution adopted by the Board of Directors of the Corporation at a meeting convened and held on September, 2016 at which a quorum was present and voting throughout and that such resolution is now in full force and effect and is in accordance with the provisions of the charter and by-laws of the Corporation. Resolved: That the Chief Executive Officer, Christian Davis of the Corporation is hereby authorized to sign on behalf of the Corporation any contracts or forms; Resolved Further: That the Chief Executive Officer, Christian Davis is hereby authorized and directed to certify to any interested party that this resolution has been duly adopted, is in full force and effect, and is in accordance with the provisions of the charter and bylaws of the Corporation. I further certify that this Corporation is duly organized and existing, and had the power to take action called for by the foregoing resolution. DI ar Avi,„„........____ _......-, Z_ Zai C P -sid- t Date 4(------.) Secret Date , t1/41,4t q101/43 Treasurer Date / / KriVaA-t-- 0.637'— / COLLEEN MARIE CONLEY NOTARY PUBLIC FREDERICK COUNTY MARYLAND MY COMMISSION EXPIRES JAN.21,2020