Backup Documents 09/27/2011 Item #16E116E 1
MEMORANDUM
Date: October 14, 2011
To: Brenda Reaves, Contract Technician
Purchasing Department
From: Martha Vergara, Deputy Clerk
Minutes & Records Department
Re: iNet Usage Agreement
Attached are one (1) original agreement, referenced above (Item
#16E1) approved by the Board of County Commissioners on Tuesday,
September 27, 2011.
The second original document will be kept in the Minutes and Records
Department for the Board's Official Record.
If you have any questions, please contact me at 252 -7240.
Thank you.
iNet Usage Agrmt w/ iNet DS (Rev 28 June 2011)
iNet® USAGE AGREEMENT
Exchange Program With iNet DS
This iNet Usage Agreement (the "Agreement ") is made on July
12, 2011, between INDUSTRIAL SCIENTIFIC CORPORATION, a
Pennsylvania corporation ( "Company "), and COLLIER COUNTY, a
Florida County Government ( "Customer" and, along with Company, the
"Parties," provided the Parties may be individually referred to as a
"Party„).
PREAMBLE
Company manufactures, distributes, provides and services gas
detection equipment used in a variety of applications. Company has
developed iNet, a program through which Company (a) helps its
customer select gas detection equipment appropriate for the customer's
needs; (b) provides, calibrates and services the detection equipment
selected by a customer; and (c) enables the customer to transmit
detection readings to Company over the Internet and, thereby, frees
that customer from burdensome recordkeeping.
Customer wishes to subscribe for the iNet services and to use
the gas detection and related equipment described on Schedule B to
this Agreement (the "Equipment "), all on the terms and conditions
of this Agreement.
NOW, THEREFORE, in consideration of the promises and
with the intent to be legally bound, the Parties hereto agree as follows:
AGREEMENT
1. Subscription. Customer hereby subscribes for the iNet service
(the "Subscription ") for a period of 48 months. The Subscription
shall begin on January 1, 2012 and terminate on December 31,
2015 (such period is hereinafter referred to as the "Initial Term ").
Thereafter, this Agreement shall automatically renew on a month -to-
month basis for a period not to exceed twelve (12) months (the "Renewal
Term ") unless sixty (60) days prior to expiration of the hiitial Term, one
of the Parties provides the other Party with written notice that it does not
intend to renew the Agreement. If the Agreement renews, during the
Renewal Tenn either Party may terminate this Agreement by
providing thirty (30) days' prior written notice to the other Party of
its intention to terminate this Agreement. The Initial Term and the
Renewal Term are collectively referred to as the "Term."
2. Subscription Fee and Costs. The total cost of the Subscription
for the Initial Term is $112,711.68 (the "Subscription Fee "), payable
as follows: 48 monthly payments of $2,348.16 due on the 1st of
each month. Unless otherwise agreed to in writing by the Parties,
the Subscription Fee for each month of the Renewal Term shall be
equal to the invoiced monthly installment of the Subscription Fee in the
last month of the Initial Term.
(a) Charges. In addition to the Subscription Fee, any and all
charges for Customer's Internet connection will be paid by Customer.
(b) Expenses. Customer shall reimburse Company for any
travel expenses incurred by Company in the course of performing its
duties hereunder; such expenses could include, but are not limited to,
expenses for food, lodging, rental car, mileage and airfare. All travel
expenses shall be invoiced in accordance with Florida Statutes,
Section 112.061. Initial installation expenses are included in the
Subscription Fee.
(c) Payment Terms. Customer will pay to Company the
Subscription Fee, reimbursable expenses and any other fees and
charges hereunder ( "Fees "). Subscription Fees reflected above do not
include taxes that may apply. Customer is a political subdivision of the
State of Florida and is exempt from the payment of sales tax under
Chapter 212, Florida Statutes (See Certificate of Exemption #21-07 -
01899S-53C attached as Exhibit 1). Pursuant to Section 218.73(2)(d) of
the Florida Prompt Payment Act, payment of the Fees will become due
within thirty (30) days from the date of the invoice from Company. All
invoices will be delivered by one of the following methods as selected by
Customer: US mail, electronic data interchange (EDI) or email. If
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Customer provides any other special invoicing requirements, Company
shall charge increased Fees to accommodate Customer's special invoicing
requirements. Company will notify Customer of the amount of increased
Fees that will be charged to accommodate special invoicing requirements.
(d) Purchase Orders. hi the event of a conflict between
terms and conditions of a Purchase Order issued hereunder and this
Agreement, the provisions of this Agreement shall control. No legal
terms and conditions on a Purchase Order will be binding upon Company
without Company's written agreement.
Installation and Use.
(a) Installation. The Equipment will be installed only at the
location(s) specified in Schedule A. and shall not be transferred or
removed from such location(s) without Company's prior written
permission. Company reserves the right to schedule the installation
at a mutually agreed upon time and date.
(b) Protection From Direct /Indirect Affected Network
Components. Company is not responsible for network systems affected
directly or indirectly by installation of iNet components.
(c) Security Changes. Customer is responsible for changes
made in network and system security, training new network users and any
other network related administration duties relating to this installation.
Company is not responsible for the security of the networked
computing system that has been connected to the Internet.
(d) Customer Network Requirement. Customer will
provide cabling and/or wireless networking components and cabling
installation labor for all necessary network connections.
4. Customer's Responsibilities. In addition to its other obligations
set forth herein, Customer shall:
(a) use the Equipment only in accordance with the
documentation and other instructions provided by Company.
(b) download information from gas detection Equipment to
the iNet DS Docking Station (or any other similar docking station
provided by Company) at least once each day. Company has no
obligation to record, analyze, or take any action with respect to, any
information recorded by the gas detection Equipment until such time as
Customer has properly downloaded the information from the Equipment
to the docking station.
(c) Whenever Company delivers to Customer replacement
Equipment for failed Equipment pursuant to Company's obligations set
forth in Section 5 below, Customer acknowledges that it shall be
obligated to promptly return the failed Equipment so replaced to
Company in prepaid shipping packages provided by Company packed in
a commercially reasonable manner pursuant to Company instructions.
In addition, if Customer does not return such replaced failed
Equipment to Company within fourteen (14) days after receipt of
the replacement Equipment and prepaid shipping materials, Customer
shall purchase such Equipment from Company for an amount equal to the
current retail price charged by Company for the Equipment.
(d) provide Company with ready access to any Equipment
or other materials delivered hereunder for Company to fulfill its
obligations hereunder.
(e) only permit its employees, and no other parties, to use
the Equipment.
(f) Return, at Customer's expense, any Equipment
delivered hereunder to Company at the end of the Term in the same
condition in which it was received, normal wear and tear excepted.
(g) replace any lost, stolen or otherwise missing
Equipment (including Equipment lost due to fire, theft, vandalism and the
like) and replace any Equipment that is destroyed or damaged beyond
repair at an agreed upon pricing schedule at time of replacement.
(h) refrain from doing the following: (i) copying or
duplicating, or permitting anyone else to copy or duplicate, any
Equipment or documentation or other information famished by
Company or (ii) creating or attempting to create, or permitting others to
create or attempt to create, by reverse engineering or otherwise any
Equipment, documentation or other information made available under
this Agreement or otherwise (whether oral, written, tangible or
intangible).
5. Company Responsibilities. In addition to its other obligations set
forth herein, Company shall:
(a) Deliver to Customer for the Tenn the Equipment
identified on Schedule B.
(b) Promptly repair or replace, as described on Schedule C,
any delivered Equipment that malfunctions or otherwise fails for
any reason other than misuse (or negligent use) by Customer.
(c) Provide the type and level of service described on
Schedule C.
(d) Provide field service technicians to perform initial
installation services having the credentials, training and screening
stated on Schedule D and if Customer will require that Company's
technicians have additional credentials, training and/or screening beyond
that identified on Schedule D, Customer agrees to pay all associated
costs and expenses incurred by Company related to obtaining the
additional credentials, training and/or screening required by Customer.
6. Termination.
(a) Termination by Company. Company may terminate this
Agreement prior to its expiration upon thirty (30) days' prior written
notice to Customer upon the occurrence of any of the following events:
(i) Customer becomes insolvent, or institutes (or there is instituted against
it) proceedings in bankruptcy, insolvency, reorganization or dissolution,
makes an assignment for the benefit of creditors or becomes nationalized
or has any of its material assets confiscated or expropriated; (ii) except as
permitted by Section 13(e), Customer attempts to sell, assign, delegate or
transfer any of its rights and obligations under this Agreement or
Customer is dissolved, substantially changes its line of business, sells
substantially all of its assets, or suffers a change in ownership; and/or
(iii) Customer commits a material breach of this Agreement and fails to
remedy it within a reasonable period of time.
(b) Termination by Customer. Customer may terminate this
Agreement prior to its expiration upon thirty (30) days' prior written
notice to Company if Company commits a material breach of this
Agreement and fails to remedy it within a reasonable period of time.
Rielrts of Parties on Termination.
(a) Obligations After Termination. In the event that this
Agreement is terminated or expires on its own terms, Company shall have
no further responsibilities to Customer.
(b) Return of Materials. Within thirty (30) days after
expiration or termination of this Agreement for any reason, Customer
shall deliver to Company, at Customer's expense, all Equipment,
documentation and any other material supplied to Customer by Company.
(c) Survival. Notwithstanding anything to the contrary set
forth herein, no termination of this Agreement shall relieve any Party
from any obligations pursuant to Sections 4(h), 7(b), 8, 9, 10, 11, or 13, or
any other obligations hereunder which are outstanding on, or relate to
matters or claims occurring or arising prior to, the date of such
termination or which survive such termination by their own terms.
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8. Limited Warranty. The Equipment delivered hereunder is
warranted for the shorter of (a) the Term of the Agreement, or (b) until
Company replaces the Equipment. The Equipment is warranted to
conform to Company's standard specifications as set forth in
documentation provided to Customer prior to the date of this Agreement.
Company does not warrant that the Equipment will meet Customer's
requirements, or that the Equipment will be error free. Company's sole
obligation under the warranty shall be limited to correction of Equipment
defects.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, THE LIMITED WARRANTY SET FORTH IN THIS SECTION 8
AND THE OBLIGATIONS AND LIABILITIES HEREUNDER ARE IN
LIEU OF, AND CUSTOMER HEREBY WAIVES, ALL IMPLIED
GUARANTEES AND WARRANTIES, INCLUDING, WITHOUT
LIMITATION, ANY WARRANTY OF TITLE, NON -
INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE AND IT IS IN LIEU OF ANY LIABILITY
OF COMPANY UNDER ANY PROVISIONS OF THIS AGREEMENT
AND ANY PROVISIONS OF ANY APPLICABLE LAW.
9. Protection of Interest. Customer acknowledges and agrees
that title to any Equipment or other material delivered hereunder
remains vested in Company at all times. Customer hereby authorizes
Company at any time, and from time to time, to execute and/or file, in
accordance with the laws of any jurisdiction, with or without the
signature of Customer, all Uniform Commercial Code financing or
continuation statements or other documents which Company may
deem necessary or desirable to protect its ownership interest in any
Equipment or other material delivered hereunder. Customer
authorizes Company to execute any such documentation on behalf of
Customer as Customer's attorney -in -fact. Customer acknowledges that
the Equipment is provided as a true lease.
10. Indemnification Limitation of Liability and Remedy.
(a) Indemnification. Each of Company and Customer
(individually an "Indemnifying Party ") shall indemnify, hold harmless
and defend the other and the other's respective officers, directors, agents,
representatives, employees, and affiliates (the "Indemnified Parties "), at
the Indemnifying Party's expense, from and against any and all
claims, demands, actions, costs, expenses, liabilities, judgments, causes
of action, proceedings, suits, losses and damages of any nature, which
are threatened or brought against, or are suffered or incurred by, the
otheror any of the other's Indemnified Parties resulting from any of
the Indemnifying Party's acts or omissions relating to this Agreement,
including without limitation (i) any negligent or tortious conduct;
(ii) any representations or statements not specifically authorized by
the Indemnifying Party in writing, including the extension of any
warranties on products or services; (iii) failure or any breach of any
of their respective representations, warranties, covenants,
agreements or conditions contained in this Agreement; and (iv) any
violations of applicable laws or regulations. The foregoing
indemnification clause shall not constitute a waiver of sovereign
immunity beyond the limits set forth in Section 768.28 of the Florida
Statutes.
(b) Limitation of Liability. Company shall not be liable to
Customer, or to any customer, employee, representative, officer, director,
agent or affiliate of Customer, for any SPECIAL, INDIRECT,
CONTINGENT, PUNITIVE OR CONSEQUENTIAL DAMAGES,
INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF
BUSINESS OPPORTUNITIES, OR FOR LOSSES OR DAMAGES
CAUSED DIRECTLY OR INDIRECTLY BY THE EQUIPMENT
AND /OR SERVICES DELIVERED HEREUNDER OR THE FAILURE
TO DELIVER PRODUCTS OR SERVICES HEREUNDER.
(c) Limitation of Remedy. If Company should be held liable
for damages to Customer for any cause arising out of or related to this
Agreement, or its breach, such damages, in the aggregate, shall not
exceed the lesser of (i) the Subscription Fee actually paid hereunder, or
(ii) actual damages incurred. Customer expressly waives its right to
collect any greater amount.
(d) Use of F4uipment. COMPANY AND ITS OFFICERS,
DIRECTORS, AGENTS, REPRESENTATIVES, EMPLOYEES AND
AFFILIATES SHALL NOT BE LIABLE FOR DAMAGES OR
INJURIES OF ANY KIND OR NATURE INCURRED OR SUFFERED
BY CUSTOMER OR ANY OF ITS OFFICERS, DIRECTORS,
AGENTS, REPRESENTATIVES, EMPLOYEES AND /OR
AFFILIATES ( "CUSTOMER PARTIES ") THAT RELATE IN ANY
WAY TO OR ARISE FROM COMPANY'S PROVISION OF
WRITTEN REPORTS, OR FAILURE TO PROVIDE SUCH REPORTS,
OR DELAY IN PROVIDING SUCH REPORTS TO CUSTOMER OR
ANY OF THE CUSTOMER PARTIES, CONCERNING ANY DATA
OR ANY ANALYSIS BASED ON ANY DATA COLLECTED BY THE
EQUIPMENT PROVIDED HEREUNDER.
(e) Other Indemnification. In addition to the indemnification
provided for in Section 10(a) and without in any way limiting the
provisions of Sections 10(b) and (c), Customer shall indemnify, hold
harmless and defend Company and its officers, directors, agents,
representatives, employees and affiliates, at Customer's expense, from
and against any and all claims, demands, actions, costs, expenses,
liabilities, judgments, causes of action, proceedings, suits, losses and
damages of any nature which are threatened or brought against, or are
suffered or incurred by Company, its officers, directors, agents,
representatives, employees and/or affiliates that relate in any way to or
arise from Company's provision of written reports, or failure to provide
such reports, or delay in providing such reports to Customer or any
Customer Parties, concerning any data or any analysis based on any data
collected by the Equipment provided hereunder. The foregoing
indemnification clause shall not constitute a waiver of sovereign
immunity beyond the limits set forth in Section 768.28 of the Florida
Statutes.
11. Disclosure and Confidentiality.
(a) Company Information. Customer agrees that any
technical information that is disclosed to Customer in connection with the
performance of services under this Agreement ( "Company Confidential
Information ") either orally or in writing, is to be treated as confidential
and proprietary. Customer agrees that Company Confidential
Infonnation will be maintained in strict confidence and not used for any
purpose unrelated to this Agreement nor disclosed to any third parties.
The requirement to maintain information in strict confidence, however,
shall not apply to Company Confidential Information that: (i) is or
becomes generally available to the public through no wrongful act of
Customer; (ii) was in the possession of Customer prior to the time it was
acquired hereunder and was not acquired, directly or indirectly, from
Company or its affiliates or from others under an obligation of
confidentiality; (iii) is independently made available as a matter of
right to Customer by a third party without obligations of
confidentiality, provided that such third party did not acquire such
information directly or indirectly from Company or its affiliates; or (iv) is
required by law to be divulged, provided that Customer must notify
Company prior to any disclosure, and must assist Company in
minimizing the extent of disclosure.
Customer agrees to limit access to Company Confidential
Infonnation to its employees, agents, and representatives who
reasonably require such access for purposes of this Agreement.
Customer agrees to use its best efforts in requiring that its
employees, agents, and representatives maintain Company
Confidential Information in strict confidence. Customer must not
make, nor permit the making of, any copies, abstracts, derivatives, or
summaries of any Company Confidential Information without
Company's prior written consent. Upon termination of this
Agreement and the completion of all work hereunder, or at Company's
request, Customer must return all Company Confidential Information,
including, but not limited to, all copies, abstracts, derivatives, and
summaries.
(b) Customer Information. Company agrees not to share or
disclose any information collected from Customer to any outside
third party. Notwithstanding the foregoing, Company may collect, use
and/or disclose information collected from Customer to any outside third
party for iNet related research and development purposes provided that
such information is de- identified by collection on an anonymous basis
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aggregated with similar information collected from other customers of
Company for research and development purposes. Furthermore,
Company may disclose Customer information if required to do so by law
or in the good -faith belief that such action is necessary to: (a) conform to
legal requirements or comply with legal process served on Company;
(b) protect and defend the rights or property of Company, iNet, or iNet
participating sites; or (c) act under exigent circumstances to protect the
personal safety of users of the iNet service, or the public.
12. Use of Customer's Name and Testimonials. Customer agrees to
allow Company to:
(a) publish Customer's name on lists identifying customers of
Company's iNet gas detection services without any additional approval
from Customer;
(b) publish information regarding Customer's usage of
Company's products and iNet services and benefits realized by Customer
for marketing purposes with Customer's prior written approval of the
content of such marketing material pertaining to Customer.
13. General Provisions.
(a) Amendments. This Agreement may be amended only
by a writing signed by each of the Parties, and any such amendment
shall be effective only to the extent specifically set forth in such writing.
(b) Governing _Law. This Agreement shall be a contract
under the laws of the State of Florida and for all purposes shall be
governed by and construed and enforced in accordance with the
substantive laws of said State without regard to its principles of
conflicts of laws and the U.N. Convention on Contracts for the
International Sale of Goods.
(c) Mediation. The Parties agree that they shall submit
any dispute related to or arising out of this Agreement to non - binding
mediation in Collier County, Florida. Each Party shall bear its own
costs incurred in connection with the mediation; the mediator's costs
and fees shall be borne equally by the Parties.
(d) Consent to Jurisdiction and Service of Process.
(i) Each of the Parties hereby:
(A) irrevocably submits to the jurisdiction of
the Courts of Collier County, Florida and to the jurisdiction of the United
States District Court for the Middle District of Florida for the purposes of
any action or proceeding arising out of or relating to this Agreement or
the subject matter hereof,
(B) agrees to initiate any such action or
proceeding only in such Courts;
(C) waives and agrees not to assert, by way of
motion, as a defense or otherwise, in any such action or proceeding, any
claim that (1) it is not personally subject to the jurisdiction of such courts;
(II) the action or proceeding is brought in an inconvenient forum; or
(III) the venue of the action or proceeding is improper; and
(D) agrees that, notwithstanding any right or
privilege it may possess at any time, such Party and its property are and
shall be generally subject to suit on account of the obligations assumed
by it hereunder.
(ii) Each Party hereby acknowledges that this is a
commercial transaction, that the foregoing provisions for consent to
jurisdiction and service of process have been read, understood and
voluntarily agreed to by each Party and that by agreeing to such
provisions each Party is waiving important legal rights.
(e) Assignment. Customer shall not assign, pledge, sublet
or otherwise transfer any of its rights, interest or obligations hereunder,
whether by operation of law or otherwise, without the prior written
consent of Company which consent may be granted or withheld in
Company's sole and absolute discretion. For purposes of this
Agreement, an assignment shall include a sale of substantially all of
Customer's assets or a merger or consolidation of Customer with one or
more other entities in which Customer is not the surviving entity or
the shareholders of Customer own less than a majority of the voting
securities of the entity that survives the merger or consolidation.
(f) Force Mai .
(i) No Party is liable for any failure to perform its
obligations under this Agreement (other than accrued obligations to
make payments of money) if such performance has been delayed,
interfered with or prevented by an event of Force Majeure.
(ii) As used in this Section, "Force Majeure" means
any circumstances whatsoever which are not within the reasonable
control of the Party affected thereby, including without limitation an
act of God, war, insurrection, riot, strike or labor dispute, shortage of
materials, fire, explosion, flood, government requisition or allocation,
breakdown of or damage to plant, equipment or facilities, interruption
or delay in transportation, fuel supplies or electrical power, Internet
connection, server or related equipment failure, embargo, boycott, order
or act of civil or military authority, legislation, regulation or
administrative rules (including without limitation any Executive Order
issued by the President of the United States), or any inability to obtain or
maintain any governmental permit or approval. The Party who
declares Force Majeure will give prompt notice to the other Party of such
declaration.
(iii) If the performance of any obligation has been
delayed, interfered with or prevented by an event of Force Majeure,
then the Party affected by such event will take such actions as are
reasonably available to remove the event of Force Majeure or to
mitigate the effect of such occurrence.
(iv) If an event of Force Majeure occurs, the
obligations of the Parties under this Agreement (other than accrued
obligations to make payments of money) will be suspended during, but
not longer than, the continuance of the event of Force Majeure. if
such event (alone or extended by another event of Force Majeure)
continues so that the obligations of the Parties remain suspended for a
period of twenty (20) continuous days and, at the end of such period or at
any time thereafter during which such suspension continues
uninterrupted, any Party, in the exercise of reasonable judgment,
concludes that there is no likelihood that the event of Force Majeure
will be removed in the imrnediate future, then any Party may
terminate this Agreement without liability to any other Party (other
than on account of accrued obligations to make payments of money) by
giving to the other five (5) days' written notice of its intention to
terminate.
(g) Counterparts. This Agreement may be executed in any
number of counterparts, and by each of the Parties on separate
counterparts, each of which, when so executed, shall be deemed an
original, but all of which shall constitute but one and the same
instrument. Counterparts of this Agreement (or applicable
signature pages hereof) that are manually signed and delivered by
facsimile transmission or PDF files shall be deemed to constitute
signed original counterparts hereof and shall bind the Parties signing
and delivering in such manner.
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16E 1
(h) Cumulative Remedies. The rights and remedies of the
Parties hereunder are cumulative and not exclusive of any rights or
remedies which the Parties would otherwise have. No single or partial
exercise of any such right or remedy by a Party, and no discontinuance of
steps to enforce any such right or remedy, shall preclude any further
exercise thereof or of any other right or remedy of such Party.
(i) Entire Agreement. This Agreement contains the entire
agreement of the Parties with respect to the transactions contemplated
hereby and supersedes all prior written and oral agreements, and all
contemporaneous oral agreements, relating to such transactions.
0) Severability. Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the retraining portions hereof or
affecting the validity or enforceability of such provision in any other
jurisdiction.
(k) Successors and Assigns. This Agreement shall be binding
upon and shall inure to the benefit of each of the Parties and their
respective successors and permitted assigns.
(1) Notices. All notices that may be given under this
Agreement shall be in writing and shall be delivered by (i) hand;
(ii) registered or certified mail; or (iii) facsimile (provided there is
confirmation of receipt of complete transmission), to the following
addresses and to the attention of the representative listed below or at
such other addresses as may be later provided in accordance with this
Section 13(1):
If to Company:
Industrial Scientific Corporation
1001 Oakdale Road
Oakdale, PA 15017
ATTN: Contract Administrator
Phone: 1- 800 - 338 -3287
Fax: 412- 809 -1813
If to Customer:
Collier County
3301 East Tamiami Trail, Bldg D
Naples, FL 34112
ATTN: Greg Barlow
Phone: 239 - 252 -8360
Fax: 239-774-8048
Notices delivered personally shall be effective when delivered.
Notices sent by facsimile shall be effective on the first business day
following the date of complete transmission. Notices sent by
registered or certified mail shall be effective when received.
Attest:
DWIC;K . &' rCK, Clerk
Approved as to form
and le al sufficiency:
Sco R. Teach
Deputy County Attorney
AS TO INDUSTRIAL SCIENTIFIC CORP.:
BOARD OF COUNTY COMMISSIONERS
COLLIER COUNTY, FLORIDA
B ILIJ— W. - C,:j'P,
Y•
FRED W. COYLE, ChairmaY
Zn0 u.s� � L-
Signed, aled and S Co - po- xa't-i [N) , a PA Corporation
delivere in the pre ce o£
By:
Si ature
= tJ Printed Name: GwTA F lGw-
Pri nteA Name A Title: P• �OWOMd, 0WAT10 s
` 1' l� 1'
C'ommo l (U Peii W( WyW
Printed Name )SS:
County of Allegheny)
On this, the 21St day of July 2011, before me a notary public, the
undersigned officer, personally appeared Garth F. Miller known to
me (or satisfactorily proven) to be the person whose name is
subscribed to the within instrument, and acknowledged that he
executed the same for the purposes therein contained.
In witness hereof, I hereunto set ��myy� hand and official seal.
Notary Publ
NOTARIAL SEAL
KELLEY A CRISANTI
Notary Public
NORTH FAYETTE TWP., ALLEGHENY CNTY
My Commission Expires Apr 29, 2013
1
0002 .2
16E
Consumer's Certificate of Exemption
�
DR -14
R. 04/05
09/21/07
Issued Pursuant to Chapter 212, Florida Statutes
DEPARTMENT
OF REVENUE
85- 8012621830,
10/26/2007
10/31/2012
COUNTY GOVERNMENT
Certificate Number
Effective Date
Expiration Date
Exemotich Cat 001V
This certifies that
COLLIER COUNTY BOARD OF COUNTY
COMMISSIONERS
3301 TAMIAMI TRL E
NAPLES FL 34112-3969
is exempt from the payment of Florida sales and use tax on real property rented, transient rental property rented, tangible
personal property purchased or rented, or services purchased.
-19-
DEPARTMENT
OF REVENUE
Important Information for Exempt Organizations
DR -14
R. 04/05
1. You must provide all vendors and suppliers with an exemption certificate before making tax - exempt purchases.
See Rule 12A- 1.038, Florida Administrative Code (FAC).
2. Your Consumer's Certificate of Exemption is to be used solely by your organization for your organization's
customary nonprofit activities.
3. Purchases made by an individual on behalf of the organization are taxable, even if the individual will be
reimbursed by the organization.
4. This exemption applies only to purchases your organization makes. The sale or lease to others by your
organization of tangible personal property, sleeping accommodations or other real property is taxable. Your
organization must register, and collect and remit sales and use tax on such taxable transactions. Note: Churches
are exempt from this requirement except when they are the lessor of real property (Rule 12A- 1.070, FAC).
5. It is a criminal offense to fraudulently present this certificate to evade the payment of sales tax. Under no
circumstances should this certificate be used for the personal benefit of any individual. Violators will be liable for
payment of the sales tax plus a penalty of 200% of the tax, and may be subject to conviction of a third degree
felony. Any violation will necessitate the revocation of this certificate.
6. If you have questions regarding your exemption certificate, please contact the Exemption Unit of Central
Registration at 850 - 487 -4130. The mailing address is PO BOX 6480, Tallahassee, FL 32314 -6480.
EXHIBIT "1"
SCHEDULE A
INSTALLATION SITE
Schedule A
16E 1
Location 1: Wastewater Collections
Customer Name:
Collier County
Address:
6027 Shirley Street
City:
Naples
State/Prov.:
FL Zip/Postal 34109
Code:
Country:
USA
Contact Name:
Ray See
Title:
Sr Crew Leader
Phone Number:
(239) 591 -0186
Email Address:
raysee(c)colliergov.net
Fax Number:
Location 2: Risk Management
Customer Name:
Collier County
Address:
3301 East Tamiami Trail, Bldg D
City:
Naples
State/Prov.:
FL Zip/Postal 34112
Code:
Country:
USA
Contact Name:
Greg Barlow
Title:
Safety Engineer
Phone Number:
(239) 252 -8360
Email Address:
gregbarlow(g�colliergov.net
Fax Number:
Location 3: South Water
Customer Name:
Collier County
Address:
3851 Utility Drive
City:
Naples
State/Prov.:
FL Zip/Postal 34117
Code:
Country:
USA
Contact Name:
Robert Kaine
Title:
Plant Mechanic
Phone Number:
(239) 252 -6114
Email Address:
robertkaineLa)co Tier op v.net
Fax Number:
Schedule A
16E 1
16E 1
Location 4: North Water
Customer Name:
Collier County
Address:
8001 Vanderbilt Road
City:
Naples
State/Prov.:
FL Zip/Postal 34102
Code:
Country:
USA
Contact Name:
Robert Wheeler
Title:
Sr Operator
Phone Number:
(239) 352 -7014
Email Address:
robertwheeler(ii,collier og v. net
Fax Number:
Location 5: Water Distribution
Customer Name:
Collier County
Address:
4370 Mercantile Road
City:
Naples
State/Prov.:
FL Zip/Postal 34104
Code:
Country:
USA
Contact Name:
Connie Demes
Title:
Phone Number:
Email Address:
conniedemes @collier og v.net
Fax Number:
Location 6: Wellfields
Customer Name:
Collier County
Address:
4370 Mercantile Road
City:
Naples
State/Prov.:
FL Zip/Postal 34104
Code:
Country:
USA
Contact Name:
Michael Gates
Title:
Phone Number:
Email Address:
michaelfatesCa:;collier oe v.net
Fax Number:
16E 1
Location 7: South Wastewater
Customer Name:
Collier County
Address:
5600 Warren Street
City:
Naples
State/Prov.:
FL Zip/Postal 34113
Code:
Country:
USA
Contact Name:
Dale Waller
Title:
Plant Manager
Phone Number:
(239) 774 -6886
Email Address:
dalewalle;collier og vnet
Fax Number:
Location 8: North Wastewater
Customer Name:
Collier County
Address:
10500 Goodlette Road
City:
Naples
State/Prov.:
FL Zip/Postal 34113
Code:
Country:
USA
Contact Name:
Mark Gedvillas
Title:
Plant Operator, Safety
Phone Number:
(239) 597 -5355
Email Address:
markgedvillasL &colliergov.net
Fax Number:
Billing Address:
ATTN: FINANCE DEPT
PO Box 413016
City:
Naples
State/Prov.:
FL Zip/Postal 34101
Code:
Country:
USA
Billing Contact Name:
Greg Barlow
Phone Number:
(239) 252 -8360
Email Address:
gregbarlow�c�;collier og vnet
Fax Number:
Purchase order number:
16E 1
COMPLETE SHADED AREAS
PART 2: IT INFORMATION
IT Contact Name:
Rick Fariz
Title:
IT
Phone Number:
(239) 403 -2377
Email Address:
rickfariz 6ucollier og v.net
Fax Number:
PART 3: iNet CONTROL INFORMATION
iNet Control Contact
Greg Barlow
Name:
Title:
Safety Engineer
Phone Number:
(239) 252 -8360
Email Address:
gre Barlow acollier og v.net
Fax Number:
COMPLETE SHADED AREAS
16E 1
SCHEDULE B
EQUIPMENT SCHEDULE
Total Equipment
® Part Number
IlDejuiptign
14
VTS-K12321 1 T7
Ventis MX4 Multi -Gas Monitor, LEL (Pentane), CO, H2S, 02, Lithium -ion Extended Range Battery, Desktop
Charger, Pump, High - Visibility Orange, UL /CSA, Soft Case, English
18100060 -6 IlGasBadge
Pro - Ammonia (NH3)
=1 18100060 -7 IlGasBadge
Pro - Chlorine (Cl2)
14 18108918 IliNet
DS Docking Station for Ventis MX4
181
JiNet DS Docking Station for GasBadge Pro
0 18105841 1
IiGas Regulator w /Pressure Switch for 581103L Cylinders
181
JiGas Regulator w /Pressure Switch for 650L Cylinders
F728 18102187
ICalibration Gas -100 ppm CO, 25 ppm H2S,19% 02, 25% LEL Pentane (58 Liter Cylinder)
*4 18103366
ICalibration Gas -100 ppm CO, 25 ppm H2S,19% 02, 25% LEL Pentane (650 Liter Cylinder)
*4 18102151
Calibration Gas - 25 ppm Ammonia (58 Liter Cylinder)
*8 18101758 1
ICalibration Gas -10 ppm Chlorine (58 Liter Cylinder)
F-9]l 17124348
Wall Mounted Gas Cylinder Holder
F-4]l 18105924
5 -Port Gas Regulator Manifold
14 18101386
Stainless Steel Probe (6 ft Extendable)
14 18108043 116
Ft Extendible Probe Tubing Kit for the MX6 & Ventis MX4 - Initial Supply Only
70 17152395 IlWater
Barrier for Ventis with Pump - Initial Supply Only
16E 1
SCHEDULE B
EQUIPMENT SCHEDULE
Breakdown by Location
Location #1- Wastewater Collections - monthly fee $579.52
FQiFllpartNumber IlDescription
Description
4❑
VTS- K1232111111
Ventis MX4 Multi -Gas Monitor, LEL (Pentane), CO, H2S, 02, Lithium -ion Extended Range Battery,
Desktop Charger, Pump, High - Visibility Orange, UL /CSA, Soft Case, English
®18108918
[Net DS Docking Station for Ventis MX4
18105858 I
IiGas Regulator w /Pressure Switch for 650L Cylinders
18103366 IlCalibration
Gas -100 ppm CO, 25 ppm H2S, 19% 02, 25% LEL Pentane (650 Liter Cylinder)
0 18105924 1
5 -Port Gas Regulator Manifold
®18101386
Stainless Steel Probe (6 ft Extendable)
®18108043
16 Ft Extendible Probe Tubing Kit for the MX6 & Ventis MX4 - Initial Supply Only
20 17152395 JFWater
Barrier for Ventis with Pump - Initial Supply Only
Location #2 - Risk Management - monthly fee $449.68
Qty Part Number
Description
F-91
VTS- K1232111111
Ventis MX4 Multi -Gas Monitor, LEL (Pentane), CO, H2S, 02, Lithium -ion Extended Range Battery,
Desktop Charger, Pump, High - Visibility Orange, UUCSA, Soft Case, English
18100060 -6 JFGasBadge
Pro - Ammonia (NH3)
F2 18108918 IfiNet
DS Docking Station for Ventis MX4
18108915
iNet DS Docking Station for GasBadge Pro
18105841
IiGas Regulator w /Pressure Switch for 58/103L Cylinders
18102187
ICalibration Gas -100 ppm CO, 25 ppm H2S, 19% 02, 25% LEL Pentane (58 Liter Cylinder)
18102151 IlCalibrafion
Gas - 25 ppm Ammonia (58 Liter Cylinder)
F2 17124348
Wall Mounted Gas Cylinder Holder
18105924
5 -Port Gas Regulator Manifold
18101386
IStainless Steel Probe (6 ft Extendable)
018108043 116
Ft Extendible Probe Tubing Kit for the MX6 & Ventis MX4 - Initial Supply Only
=117152395 I
Water Barrier for Ventis with Pump - Initial Supply Only
Location #3 - South Water - monthiv fee $144.88
FQty 71partNumber IlDescription
a
VTS- K1232111111
Ventis MX4 Multi -Gas Monitor, LEL (Pentane), CO, H2S, 02, Lithium -ion Extended Range Battery,
Desktop Charger, Pump, High - Visibility Orange, UUCSA, Soft Case, English
18108918
iNet DS Docking Station for Ventis MX4
18105841
iGas Regulator w /Pressure Switch for 58/103L Cylinders
1 —]118102187
Calibration Gas -100 ppm CO, 25 ppm H2S, 19% 02, 25% LEL Pentane (58 Liter Cylinder)
17124348
Wall Mounted Gas Cylinder Holder
18101386
Stainless Steel Probe (6 ft Extendable)
0 18108043
6 Ft Extendible Probe Tubing Kit for the MX6 & Ventis MX4 - Initial Supply Only
17152395 JFWater
Barrier for Ventis with Pump - Initial Supply Only
16E I
Location #4 — North Water — monthiv fee $304.80
Qty Part Number I
Description
M
VTS- Kl232111111
Ventis MX4 Multi -Gas Monitor, LEL (Pentane), CO, H2S, 02, Lithium -ion Extended Range Battery,
Desktop Charger, Pump, High - Visibility Orange, UL /CSA, Soft Case, English
1018100060 -7 IlGasBadae
Pro - Chlorine (CL2)
1018108918 IliNet
DS Docking Station for Ventis MX4
1018108915 IliNet
DS Docking Station for GasBadge Pro
018105841 IliGas
Regulator w /Pressure Switch for 58/103L Cylinders
1018102187 1
ICalibration Gas -100 ppm CO, 25 ppm H2S, 19% 02, 25% LEL Pentane (58 Liter Cylinder)
18101758 1
ICalibration Gas -10 ppm Chlorine (58 Liter Cylinder)
017124348
lWall Mounted Gas Cylinder Holder
1018101386
IStainless Steel Probe (6 ft Extendable)
018108043 116
Ft Extendible Probe Tubing Kit for the MX6 & Ventis MX4 — Initial Supply Only
05 17152395 JFWater
Barrier for Ventis with Pump — Initial Supply Only
Location #5 —Water Distribution — monthly fee $144.88
Qty Part Number IFDescription
Part Number IlDescription
M
r S-K1232111111
Ventis MX4 Multi -Gas Monitor, LEL (Pentane), CO, H2S, 02, Lithium -ion Extended Range Battery,
Desktop Charger, Pump, High - Visibility Orange, UL /CSA, Soft Case, English
1018108918
iNet DS Docking Station for Ventis MX4
0 18105841
iGas Regulator w /Pressure Switch for 58/103L Cylinders
0 18102187 lFcalibration
Gas -100 ppm CO, 25 ppm H2S, 19% 02, 25% LEL Pentane (58 Liter Cylinder)
=117124348 JFWall
Mounted Gas Cylinder Holder
1018101386
Stainless Steel Probe (6 ft Extendable)
1018108043
6 Ft Extendible Probe Tubing Kit for the MX6 & Ventis MX4 — Initial Supply Only
017152395 I
Water Barrier for Ventis with Pump — Initial Supply Only
Location #6 — Welifields — monthly fee $144.88
Qty
Part Number IlDescription
M
VTS- Kl232111111
Ventis MX4 Multi -Gas Monitor, LEL (Pentane), CO, H2S, 02, Lithium -ion Extended Range Battery,
Desktop Charger, Pump, High - Visibility Orange, UUCSA, Soft Case, English
1018108918
iNet DS Docking Station for Ventis MX4
1018105841
iGas Regulator w /Pressure Switch for 58/103L Cylinders
1018102187
Calibration Gas -100 ppm CO, 25 ppm H2S, 19% 02, 25% LEL Pentane (58 Liter Cylinder)
=117124348
1
Wall Mounted Gas Cylinder Holder
1018101386
IIStainless
Steel Probe (6 ft Extendable)
1018108043
116
Ft Extendible Probe Tubing Kit for the MX6 & Ventis MX4 — Initial Supply Only
017152395
I
Water Barrier for Ventis with Pump — Initial Supply Only
16E 1
Location #7 — South Wastewater — monthiv fee $289.76
Qty 7IPart Number Description
M
I VTS- K1232111111
Ventis MX4 Multi -Gas Monitor, LEL (Pentane), CO, H2S, 02, Lithium -ion Extended Range Battery,
Desktop Charger, Pump, High - Visibility Orange, UUCSA, Soft Case, English
18108918 iNet DS Docking Station for Ventis MX4
18105841 iGas Regulator w /Pressure Switch for 58/103L Cylinders
0 18102187 JFCali bration Gas -100 ppm CO, 25 ppm H2S, 19% 02, 25% LEL Pentane (58 Liter Cylinder)
17124348 Wall Mounted Gas Cylinder Holder
18105924 5 -Port Gas Regulator Manifold
2 18101386 Stainless Steel Probe (6 ft Extendable)
�
F2 18108043 116 Ft Extendible Probe Tubing Kit for the MX6 & Ventis MX4 — Initial Supply Only
=117152395
Water Barrier for Ventis with Pump — Initial Supply Only
Location #8 — North Wastewater — monthly fee $289.76
® Part Number I
Description
Fqr
S-K1232111111
Ventis MX4 Multi-Gas Monitor, LEL (Pentane), CO, H2S, 02, Lithium -ion Extended Range Battery,
Desktop Charger, Pump, High - Visibility Orange, UUCSA, Soft Case, English
0 18108918
JiNet DS Docking Station for Ventis MX4
18105841
iGas Regulator w /pressure Switch for 58/103L Cylinders
0 18102187
Calibration Gas -100 ppm CO, 25 ppm H2S, 19% 02, 25% LEL Pentane (58 Liter Cylinder)
0 17124348
lWall Mounted Gas Cylinder Holder
=118105924
5 -Port Gas Regulator Manifold
F2 18101386
IStainless Steel Probe (6 ft Extendable)
18108043
16 Ft Extendible Probe Tubing Kit for the MX6 & Ventis MX4 — Initial Supply Only
=117152395
Water Barrier for Ventis with Pump — Initial Supply Only
16E 1
SCHEDULE C
SCHEDULE OF SERVICES
Company will perform the services relating to and consisting of the following:
Provide and install hardware and software as detailed in Schedule B, which shall calibrate and service the detection Equipment
selected by Customer, and enable Customer to transmit detection readings to Company over the Internet.
Company will provide on -site installation, commissioning and training.
Monitor the condition of the instruments from information transmitted to Company via the Internet.
Provide replacement instrument(s) when an instrument problem is detected.
Provide rental equipment as needed. (Fees for rental equipment are not included in the monthly Subscription Fee and shall be
determined at time of rental.)
16E 1
SCHEDULE D
SCHEDULE OF SCREENING, BACKGROUND CHECKS AND TRAINING
Field Service Technicians have the following:
1) Drug and alcohol screening through DISA Contractors Consortium —Drug screening is done through urinalysis,
hair follicle and breathalyzer tests. Screening is done pre - employment and on a random basis in which fifty percent
(50 %) of the technicians are tested every six (6) months. Company's DISA Number is: 7528.
2) Background checks through Justifacts Credential Verification, Inc. on a pre - employment basis.
3) Transportation Workers Identification Card ( "TWIC ")— issued through the U.S. Department of Homeland Security
and includes a comprehensive background check.
If Customer will require drug and alcohol screening or background checks in addition to those listed above, Customer
agrees to pay all costs associated with such additional drug and alcohol screening or background checks.
Additionally, Customer may request that Field Service Technicians undergo any of the following safety - related training,
provided a single training activity or any combination of training activities shall not exceed three (3) hours:
1) Watch a safety video less than one (1) hour in length;
2) Complete computer based training (CBT) less than one (1) hour in length located at the site the technician will be
performing services; or
3) Receive oral safety training or briefing less than one (1) hour in length.
If Customer will require safety training in addition to that listed above or training longer than the time frame identified
above (3 hours maximum), Customer agrees to pay all costs associated with such additional safety training and, in
addition, to pay the current per day labor rate for a technician.